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  <DIV align="right" style="font-size: 10pt; margin-top: 12pt">As filed with the Securities and Exchange Commission
  on June&nbsp;6, 2008<BR>
  Reg. No.&nbsp;333-
  </DIV>
  
  
  <DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt; margin-top: 3pt">&nbsp;</DIV>
  <DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>
  
  
  
  
  <DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>SECURITIES AND EXCHANGE COMMISSION</B>
  </DIV>
  
  <DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
  </DIV>
  
  <DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>FORM S-8</B>
  </DIV>
  
  
  <DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>REGISTRATION STATEMENT<BR>
  UNDER<BR>
  THE SECURITIES ACT OF 1933</B>
  </DIV>
  
  <DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>CONVERTED ORGANICS INC.</B>
  </DIV>
  
  <DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</DIV>
  
  
  <DIV align="center">
  <TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
  <!-- Begin Table Head -->
  <TR valign="bottom">
      <TD width="47%">&nbsp;</TD>
      <TD width="5%">&nbsp;</TD>
      <TD width="47%">&nbsp;</TD>
  </TR>
  <!-- End Table Head -->
  <!-- Begin Table Body -->
  <TR valign="bottom">
      <TD align="center" valign="top"><B>Delaware</B>
  </TD>
      <TD>&nbsp;</TD>
      <TD align="center" valign="top"><B>204075963</B></TD>
  </TR>
  <TR valign="bottom">
      <TD align="center" valign="top">(State or Other Jurisdiction <BR>
  of Incorporation or Organization)
  </TD>
      <TD>&nbsp;</TD>
      <TD align="center" valign="top">(I.R.S. Employer Identification No.)</TD>
  </TR>
  <!-- End Table Body -->
  </TABLE>
  </DIV>
  
  <DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>7A Commercial Wharf West<BR>
  Boston, MA 02110<BR>
  (617)&nbsp;624-0111</B><BR>
  (Address of Principal Executive Offices)</DIV>
  
  <DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>2006 Stock Option Plan</B><BR>
  (Full title of plan)</DIV>
  
  <DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>Edward J. Gildea<BR>
  7A Commercial Wharf West<BR>
  Boston, MA 02110<BR>
  (617)&nbsp;624-0111</B><BR>
  (Name, address, and telephone number of agent for service)</DIV>
  
  <DIV align="center" style="font-size: 10pt; margin-top: 12pt">With a copy to:</DIV>
  
  <DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>Ralph V. De Martino, Esq.<BR>
  Cavas S. Pavri, Esq.<BR>
  Cozen O&#146;Connor<BR>
  The Army and Navy Building<BR>
  1627 I Street, NW<BR>
  Suite&nbsp;1100<BR>
  Washington, DC 20006<BR>
  (202)&nbsp;912-4800</B></DIV>
  
  
   <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 definitions of &#147;large accelerated filer,&#148; &#147;accelerated filer&#148; and &#147;smaller reporting company&#148; in Rule 12b-2 of the Exchange Act. (Check one):</DIV>
  
   <TABLE width="100%" style="font-size: 10pt; margin-top: 0pt"><TR><TD>Large accelerated filer&nbsp;<FONT face="Wingdings">&#111;</FONT></TD>
  <TD align="center">Accelerated filer&nbsp;<FONT face="Wingdings">&#111;</FONT>&nbsp;</TD>
  <TD align="center">Non-accelerated filer&nbsp;<FONT face="Wingdings">&#111;</FONT><BR>(Do not check if a smaller reporting company)</TD>
  <TD align="right">Smaller reporting company&nbsp;<FONT face="Wingdings">&#254;</FONT></TD></TR></TABLE>
  
  
  
  <DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>CALCULATION OF REGISTRATION FEE</B>
  </DIV>
  
  <DIV align="center">
  <TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
  <!-- Begin Table Head -->
  <TR valign="bottom">
      <TD width="1%">&nbsp;</TD>
      <TD width="54%">&nbsp;</TD>
      <TD width="2%">&nbsp;</TD><!-- VRule -->
      <TD width="2%">&nbsp;</TD>
      <TD width="3%">&nbsp;</TD>
      <TD width="1%">&nbsp;</TD>
      <TD width="3%">&nbsp;</TD>
      <TD width="2%">&nbsp;</TD><!-- VRule -->
      <TD width="2%">&nbsp;</TD>
      <TD width="3%">&nbsp;</TD>
      <TD width="1%">&nbsp;</TD>
      <TD width="3%">&nbsp;</TD>
      <TD width="2%">&nbsp;</TD><!-- VRule -->
      <TD width="2%">&nbsp;</TD>
      <TD width="3%">&nbsp;</TD>
      <TD width="1%">&nbsp;</TD>
      <TD width="3%">&nbsp;</TD>
      <TD width="2%">&nbsp;</TD><!-- VRule -->
      <TD width="2%">&nbsp;</TD>
      <TD width="3%">&nbsp;</TD>
      <TD width="1%">&nbsp;</TD>
      <TD width="3%">&nbsp;</TD>
  
      <TD width="1%">&nbsp;</TD>
  </TR><TR style="font-size: 1px" valign="bottom">
      <TD nowrap align="left" colspan="23" style="border-bottom: 3px double #000000">&nbsp;</TD>
  </TR>
  <TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>
  
      <TD>&nbsp;</TD>
      <TD style="border-right: 2px solid #000000">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD style="border-right: 2px solid #000000">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD nowrap align="center" colspan="3"><B>Proposed Maximum</B></TD>
      <TD style="border-right: 2px solid #000000">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD nowrap align="center" colspan="3"><B>Proposed Maximum</B></TD>
      <TD style="border-right: 2px solid #000000">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD nowrap align="center" colspan="3">&nbsp;</TD>
      <TD width="1%">&nbsp;</TD>
  </TR>
  <TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>
  
      <TD nowrap align="center"><B>Title of each class of securities</B></TD>
      <TD style="border-right: 2px solid #000000">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD nowrap align="center" colspan="3"><B>Amount to be</B></TD>
      <TD style="border-right: 2px solid #000000">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD nowrap align="center" colspan="3"><B>Offering Price Per</B></TD>
      <TD style="border-right: 2px solid #000000">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD nowrap align="center" colspan="3"><B>Aggregate Offering</B></TD>
      <TD style="border-right: 2px solid #000000">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD nowrap align="center" colspan="3"><B>Amount of</B></TD>
      <TD width="1%">&nbsp;</TD>
  </TR>
  <TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>
  
      <TD nowrap align="center"><B>to be registered</B></TD>
      <TD style="border-right: 2px solid #000000">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD nowrap align="center" colspan="3"><B>Registered (4)</B></TD>
      <TD style="border-right: 2px solid #000000">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD nowrap align="center" colspan="3"><B>Security (3)</B></TD>
      <TD style="border-right: 2px solid #000000">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD nowrap align="center" colspan="3"><B>Price</B></TD>
      <TD style="border-right: 2px solid #000000">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD nowrap align="center" colspan="3"><B>Registration Fee</B></TD>
      <TD width="1%">&nbsp;</TD>
  </TR>
  
  <!-- End Table Head -->
  <!-- Begin Table Body -->
  <TR valign="bottom">
      <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
                      <TD style="border-top: 2px solid #000000"><DIV style="margin-left:15px; text-indent:-15px">Common Stock, $.0001 par value
  per share</DIV></TD>
      <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
      <TD style="border-top: 2px solid #000000">&nbsp;</TD>
      <TD nowrap align="right" style="border-top: 2px solid #000000">&nbsp;</TD>
      <TD align="right" style="border-top: 2px solid #000000">1,533,667 </TD>
      <TD nowrap style="border-top: 2px solid #000000">(1)</TD>
      <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
      <TD style="border-top: 2px solid #000000">&nbsp;</TD>
      <TD align="right" style="border-top: 2px solid #000000">$</TD>
      <TD align="right" style="border-top: 2px solid #000000">6.35</TD>
      <TD style="border-top: 2px solid #000000">&nbsp;</TD>
      <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
      <TD style="border-top: 2px solid #000000">&nbsp;</TD>
      <TD align="right" style="border-top: 2px solid #000000">$</TD>
      <TD align="right" style="border-top: 2px solid #000000">9,738,786</TD>
      <TD style="border-top: 2px solid #000000">&nbsp;</TD>
      <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
      <TD style="border-top: 2px solid #000000">&nbsp;</TD>
      <TD align="right" style="border-top: 2px solid #000000">$</TD>
      <TD align="right" style="border-top: 2px solid #000000">382</TD>
      <TD style="border-top: 2px solid #000000">&nbsp;</TD>
      <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
  </TR>
  <TR valign="bottom">
      <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
      <TD style="border-top: 2px solid #000000"><DIV style="margin-left:15px; text-indent:-15px">Common Stock, $.0001 par value
  per share</DIV></TD>
      <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
      <TD style="border-top: 2px solid #000000">&nbsp;</TD>
      <TD nowrap align="right" style="border-top: 2px solid #000000">&nbsp;</TD>
      <TD align="right" style="border-top: 2px solid #000000">133,000 </TD>
      <TD nowrap style="border-top: 2px solid #000000">(2)</TD>
      <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
      <TD style="border-top: 2px solid #000000">&nbsp;</TD>
      <TD align="right" style="border-top: 2px solid #000000">$</TD>
      <TD align="right" style="border-top: 2px solid #000000">6.35</TD>
      <TD style="border-top: 2px solid #000000">&nbsp;</TD>
      <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
      <TD style="border-top: 2px solid #000000">&nbsp;</TD>
      <TD align="right" style="border-top: 2px solid #000000">$</TD>
      <TD align="right" style="border-top: 2px solid #000000">844,550</TD>
      <TD style="border-top: 2px solid #000000">&nbsp;</TD>
      <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
      <TD style="border-top: 2px solid #000000">&nbsp;</TD>
      <TD align="right" style="border-top: 2px solid #000000">$</TD>
      <TD align="right" style="border-top: 2px solid #000000">34</TD>
      <TD style="border-top: 2px solid #000000">&nbsp;</TD>
      <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
  </TR>
  <TR valign="bottom">
      <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
      <TD style="border-top: 2px solid #000000"><DIV style="margin-left:15px; text-indent:-15px">Total</DIV></TD>
      <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
      <TD style="border-top: 2px solid #000000">&nbsp;</TD>
      <TD style="border-top: 2px solid #000000">&nbsp;</TD>
      <TD align="right" style="border-top: 2px solid #000000">1,666,667</TD>
      <TD style="border-top: 2px solid #000000">&nbsp;</TD>
      <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
      <TD style="border-top: 2px solid #000000">&nbsp;</TD>
      <TD style="border-top: 2px solid #000000">&nbsp;</TD>
      <TD style="border-top: 2px solid #000000">&nbsp;</TD>
      <TD style="border-top: 2px solid #000000">&nbsp;</TD>
      <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
      <TD style="border-top: 2px solid #000000">&nbsp;</TD>
      <TD align="right" style="border-top: 2px solid #000000">$</TD>
      <TD align="right" style="border-top: 2px solid #000000">10,583,336</TD>
      <TD style="border-top: 2px solid #000000">&nbsp;</TD>
      <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
      <TD style="border-top: 2px solid #000000">&nbsp;</TD>
      <TD align="right" style="border-top: 2px solid #000000">$</TD>
      <TD align="right" style="border-top: 2px solid #000000">416</TD>
      <TD style="border-top: 2px solid #000000">&nbsp;</TD>
      <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
  </TR>
  <TR style="font-size: 1px" valign="bottom">
      <TD nowrap align="left" colspan="23" style="border-top: 3px double #000000">&nbsp;</TD>
  </TR>
  
  <!-- End Table Body -->
  </TABLE>
  </DIV>
  
  
  <TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
  <TR>
      <TD width="3%"></TD>
      <TD width="1%"></TD>
      <TD width="96"></TD>
  </TR>
  
  <TR valign="top">
      <TD nowrap align="left">(1)</TD>
      <TD>&nbsp;</TD>
      <TD>Represents shares of common stock reserved for issuance under our under the 2006 Stock
  Option Plan, as amended.</TD>
  </TR>
  
  <TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>
  
  <TR valign="top">
      <TD nowrap align="left">(2)</TD>
      <TD>&nbsp;</TD>
      <TD>Represents shares of common stock previously issued upon the exercise stock options
  issued pursuant to our 2006 Option Plan, as amended, which are subject to the reoffer
  prospectus included herein.</TD>
  </TR>
  
  <TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>
  
  <TR valign="top">
      <TD nowrap align="left">(3)</TD>
      <TD>&nbsp;</TD>
      <TD>Estimated solely for purposes of calculating the registration fee in accordance with
  Rule 457(c) under the Securities Act of 1933, using the average of the high and low price
  as reported on Nasdaq Capital Market on May&nbsp;30, 2008.</TD>
  </TR>
  
  <TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>
  
  <TR valign="top">
      <TD nowrap align="left">(4)</TD>
      <TD>&nbsp;</TD>
      <TD>Pursuant to Rule&nbsp;416 under the Securities Act of 1933, as amended, the number of shares
  of common stock registered hereunder will be adjusted in the event of stock splits, stock
  dividends or similar transactions.</TD>
  </TR>
  
  </TABLE>
  
  
  
  <DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
  <DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>
  
  
  
  
  
  <P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
  </DIV>
  
  <!-- PAGEBREAK -->
  <P><HR noshade><P>
  <H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
  
  <DIV style="font-family: 'Times New Roman',Times,serif">
  
  <!-- TOC -->
  <!-- /TOC -->
  
  
  
  
  
  
  
  
  <DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXPLANATORY NOTE</B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The purpose of this registration statement is to register 1,533,667 shares of the common stock
  of Converted Organics Inc. (the &#147;Company&#148; or &#147;Registrant&#148;) issuable under the Company&#146;s 2006 Stock
  Option Plan, as amended, for offer and sale. This Registration Statement includes a reoffer
  prospectus prepared in accordance General Instruction C of Form S-8 and in accordance with the
  requirements of Part&nbsp;I of Form S-3. The reoffer prospectus may be used for reoffers of 133,000
  shares of common stock previously acquired through the exercise of stock options defined as
  &#147;restricted securities&#148; under General Instruction C to Form S-8 pursuant to grants made under the
  Company&#146;s 2006 Stock Option Plan, as amended.
  </DIV>
  <!-- link1 "PART I" -->
  
  <DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PART I</B>
  </DIV>
  
  
  <DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>
  
  </DIV>
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">This Registration Statement relates to two separate prospectuses.
  </DIV>
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><U>Section&nbsp;10(a) Prospectus</U>: Items 1 and 2, from this page, and the documents incorporated by
  reference pursuant to Part&nbsp;II, Item&nbsp;3 of this prospectus, constitute a prospectus that meets the
  requirements of Section 10(a) of the Securities Act of 1933, as amended (the &#147;Securities Act&#148;).
  </DIV>
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><U>Reoffer Prospectus</U>: The material that follows Item&nbsp;2, up to but not including Part&nbsp;II of
  this Registration Statement, of which the reoffer prospectus is a part, constitutes a &#147;reoffer
  prospectus,&#148; prepared in accordance with the requirements of Part&nbsp;I of Form S-3 under the
  Securities Act. Pursuant to Instruction C of Form S-8, the reoffer prospectus may be used for
  reoffers or resales of common shares which are deemed to be &#147;control securities&#148; or &#147;restricted
  securities&#148; under the Securities Act that have been acquired by the selling shareholders named in
  the reoffer prospectus.
  </DIV>
  
  <!-- link2 "Item&nbsp;1. Plan Information." -->
  
  <DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;1. Plan Information.</B>
  </DIV>
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">Converted Organics Inc. (sometimes referred to as &#147;we&#148;, &#147;us&#148;, &#147;our&#148;, &#147;the Company&#148;, or &#147;Converted
  Organics&#148;) will provide each participant (the &#147;Recipient&#148;) with documents that contain information
  related to our 2006 Stock Option Plan, as amended, and other information including, but not limited
  to, the disclosure required by Item&nbsp;1 of Form S-8, which information is not filed as a part of this
  Registration Statement on Form S-8 (the &#147;Registration Statement&#148;). The foregoing information and
  the documents incorporated by reference in response to Item&nbsp;3 of Part&nbsp;II of this Registration
  Statement taken together constitute a prospectus that meets the requirements of Section 10(a) of
  the Securities Act. A Section 10(a) prospectus will be given to each Recipient who receives common
  shares covered by this Registration Statement, in accordance with Rule&nbsp;428(b)(1) under the
  Securities Act.
  </DIV>
  
  <!-- link2 "Item&nbsp;2. Registrant Information and Employee Plan Annual Information." -->
  
  <DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;2. Registrant Information and Employee Plan Annual Information.</B>
  </DIV>
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">We will provide to each Recipient a written statement advising it of the availability of documents
  incorporated by reference in Item&nbsp;3 of Part&nbsp;II of this Registration Statement and of documents
  required to be delivered pursuant to Rule 428(b) under the Securities Act without charge and upon
  written or oral notice by contacting:
  </DIV>
  
  
  <DIV align="center" style="font-size: 10pt; margin-top: 18pt">David R. Allen, Chief Financial Officer
  </DIV>
  
  
  <DIV align="Center" style="font-size: 10pt; margin-top: 6pt">Converted Organics Inc.<BR>
  7A Commercial Wharf West<BR>
  Boston, MA 02110<BR>
  (617)&nbsp;624-0111
  
  </DIV>
  
  <P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
  </DIV>
  
  <!-- PAGEBREAK -->
  <P><HR noshade><P>
  <H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
  
  <DIV style="font-family: 'Times New Roman',Times,serif">
  
  
  <DIV align="left">
  <DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
  </DIV>
  
  <TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
  <TR>
      <TD width="3%"></TD>
      <TD width="1%"></TD>
      <TD width="96"></TD>
  </TR>
  
  <TR valign="top">
      <TD nowrap align="left"><FONT style="font-family: Symbol">&#042;</FONT></TD>
      <TD>&nbsp;</TD>
      <TD><B>Information required by Part&nbsp;I to be contained in Section 10(a) prospectus is omitted from
  the Registration Statement in accordance with Rule&nbsp;428 under the Securities Act of 1933, and Note
  to Part&nbsp;I of Form S-8.</B></TD>
  </TR>
  
  </TABLE>
  
  
  
  
  <P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
  </DIV>
  
  <!-- PAGEBREAK -->
  <P><HR noshade><P>
  <H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
  
  <DIV style="font-family: 'Times New Roman',Times,serif">
  
  
  
  
  <DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>REOFFER PROSPECTUS</B>
  </DIV>
  
  
  <DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>Converted Organics Inc.<BR>
  133,000 Shares of<BR>
  Common Stock</B>
  
  </DIV>
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This reoffer prospectus relates to the offer and resale of 133,000 shares of our common stock
  that may be offered and resold from time to time by the two existing selling shareholders
  identified in this prospectus for their own account, which were previously issued upon the exercise
  of stock options pursuant to our 2006 Stock Option Plan, as amended. We will receive no part of
  the proceeds from sales made under this reoffer prospectus. The selling shareholders will bear all
  sales commissions and similar expenses. Any other expenses incurred by us in connection with the
  registration and offering and not borne by the selling shareholders will be borne by us.
  </DIV>
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling shareholders and any brokers executing selling orders on their behalf may be
  deemed to be &#147;underwriters&#148; within the meaning of the Securities Act, in which event commissions
  received by such brokers may be deemed to be underwriting commissions under the Securities Act.
  </DIV>
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our common stock is quoted on the Nasdaq Capital Market under the symbol COIN. The closing
  sale price for our common stock on May&nbsp;30, 2008 was $6.25 per share.
  </DIV>
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These are speculative securities. Investing in our common stock involves significant risks.
  You should purchase the common stock only if you can afford a complete loss of your investment. See
  &#147;Risk Factors&#148; beginning on page 3 of this reoffer prospectus.
  </DIV>
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
  APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR
  COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.</B>
  </DIV>
  
  <DIV align="center" style="font-size: 10pt; margin-top: 18pt">The
  date of this prospectus is June&nbsp;6, 2008.
  </DIV>
  
  
  
  <P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
  </DIV>
  
  <!-- PAGEBREAK -->
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  <H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
  
  <DIV style="font-family: 'Times New Roman',Times,serif">
  
  
  
  <DIV align="left">
  <!-- TOC -->
  </DIV>
  <DIV align="left">
  <A name="tocpage"></A>
  </DIV>
  
  <DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>CONVERTED ORGANICS INC.</B>
  </DIV>
  
  
  <DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><U><B>TABLE OF CONTENTS </B></U>
  
  </DIV>
  <DIV align="center">
  <TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
  <!-- Begin Table Head -->
  <TR valign="bottom">
      <TD width="88%">&nbsp;</TD>
      <TD width="5%">&nbsp;</TD>
      <TD width="7%">&nbsp;</TD>
  </TR>
  <TR style="font-size: 8pt" valign="bottom">
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Page</B></TD>
  </TR>
  
  <!-- End Table Head -->
  <!-- Begin Table Body -->
  <TR valign="bottom">
      <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#101">Prospectus Summary</A></DIV></TD>
      <TD>&nbsp;</TD>
      <TD align="center" valign="top">1</TD>
  </TR>
  <TR valign="bottom">
      <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#102">Risk Factors</A></DIV></TD>
      <TD>&nbsp;</TD>
      <TD align="center" valign="top">2</TD>
  </TR>
  <TR valign="bottom">
      <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#103">Special Note Regarding Forward-Looking Statements </A></DIV></TD>
      <TD>&nbsp;</TD>
      <TD align="center" valign="top">9</TD>
  </TR>
  <TR valign="bottom">
      <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#104">Determination of Offering Price</A></DIV></TD>
      <TD>&nbsp;</TD>
      <TD align="center" valign="top">10</TD>
  </TR>
  <TR valign="bottom">
      <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#105">Selling Stockholders</A></DIV></TD>
      <TD>&nbsp;</TD>
      <TD align="center" valign="top">10</TD>
  </TR>
  <TR valign="bottom">
      <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#106">Plan of Distribution</A></DIV></TD>
      <TD>&nbsp;</TD>
      <TD align="center" valign="top">10</TD>
  </TR>
  <TR valign="bottom">
      <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#107">Legal Matters </A></DIV></TD>
      <TD>&nbsp;</TD>
      <TD align="center" valign="top">11</TD>
  </TR>
  <TR valign="bottom">
      <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#108">Experts</A></DIV></TD>
      <TD>&nbsp;</TD>
      <TD align="center" valign="top">11</TD>
  </TR>
  <TR valign="bottom">
      <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#109">Incorporation of Certain Documents by Reference</A></DIV></TD>
      <TD>&nbsp;</TD>
      <TD align="center" valign="top">12</TD>
  </TR>
  <TR valign="bottom">
      <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#110">Where You Can Find More Information</A></DIV></TD>
      <TD>&nbsp;</TD>
      <TD align="center" valign="top">12</TD>
  </TR>
  <TR valign="bottom">
      <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#111">Disclosure of Commission Position on Indemnification For Securities Act Liabilities</A></DIV></TD>
      <TD>&nbsp;</TD>
      <TD align="center" valign="top">13</TD>
  </TR>
  <!-- End Table Body -->
  </TABLE>
  </DIV>
  
  <DIV align="left">
  <!-- /TOC -->
  </DIV>
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left:2%">NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
  REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION WITH
  THE OFFERING MADE HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
  MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY OTHER
  PERSON. INFORMATION CONTAINED ON OUR WEBSITE DOES NOT CONSTITUTE A PART OF THIS
  PROSPECTUS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
  SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE
  IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT
  CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
  OFFERED HEREBY BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS
  NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
  QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
  SOLICITATION.
  </DIV>
  
  
  
  <P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
  </DIV>
  
  
  
  <!-- PAGEBREAK -->
  <P><HR noshade><P>
  <H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
  <DIV style="font-family: 'Times New Roman',Times,serif">
  
  <DIV align="left">
  <A name="101"></A>
  </DIV>
  
  <DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PROSPECTUS SUMMARY</B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are registering 133,000 shares of common stock previously acquired by the selling
  shareholders upon their exercise of stock options issued to the selling shareholders pursuant to
  our 2006 Stock Option Plan. The shares of common stock are &#147;restricted securities&#148; under the
  Securities Act. This reoffer prospectus has been prepared for the purposes of registering the
  common stock under the Securities Act to allow for future sales by the selling shareholders on a
  continuous or delayed basis to the public without restriction.
  </DIV>
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Since we do not currently meet the registrant requirements for use of Form S-3, the amount of
  common stock which may be resold by means of this reoffer prospectus by each of the selling
  stockholders, and any other person with whom he is acting in concert for the purpose of selling our
  securities, must not exceed, in any three month period, the amount specified in Rule 144(e)
  promulgated under the Securities Act.
  </DIV>
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our principal business office is located at 7A Commercial Wharf West, Boston, Massachusetts
  02110, and our telephone number is (617)&nbsp;624-0111. Our website address is
  www.convertedorganics.com. Information contained on our website or any other website does not
  constitute part of this prospectus.
  </DIV>
  
  <DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>This Offering</B>
  </DIV>
  
  <DIV align="center">
  <TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
  <!-- Begin Table Head -->
  <TR valign="bottom">
      <TD width="37%">&nbsp;</TD>
      <TD width="3%">&nbsp;</TD>
      <TD width="60%">&nbsp;</TD>
  </TR>
  <!-- End Table Head -->
  <!-- Begin Table Body -->
  <TR valign="bottom">
      <TD nowrap valign="top"><DIV style="margin-left:0px; text-indent:-0px">Common stock outstanding before the offering
  </DIV></TD>
      <TD>&nbsp;</TD>
      <TD align="left" valign="top">5,554,277 shares as of May&nbsp;12, 2008.</TD>
  </TR>
  <TR valign="bottom" style="line-height: 6pt"><!-- Blank Space -->
      <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
      <TD>&nbsp;</TD>
      <TD align="left" valign="top">&nbsp;</TD>
  </TR>
  <TR valign="bottom">
      <TD nowrap valign="top"><DIV style="margin-left:0px; text-indent:-0px">Common stock offered by selling stockholders
  </DIV></TD>
      <TD>&nbsp;</TD>
      <TD align="left" valign="top">133,000 shares.</TD>
  </TR>
  <TR valign="bottom" style="line-height: 6pt"><!-- Blank Space -->
      <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
      <TD>&nbsp;</TD>
      <TD align="left" valign="top">&nbsp;</TD>
  </TR>
  <TR valign="bottom">
      <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Nasdaq Capital Market Symbol
  </DIV></TD>
      <TD>&nbsp;</TD>
      <TD align="left" valign="top">COIN</TD>
  </TR>
  <TR valign="bottom" style="line-height: 6pt"><!-- Blank Space -->
      <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
      <TD>&nbsp;</TD>
      <TD align="left" valign="top">&nbsp;</TD>
  </TR>
  <TR valign="bottom">
      <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Risk Factors
  </DIV></TD>
      <TD>&nbsp;</TD>
      <TD align="left" valign="top">Investing in our common stock
  involves a high degree of risk. As
  an investor you should be able to
  bear a complete loss of your
  investment. You should carefully
  consider the information set forth
  in the &#147;Risk Factors&#148; section of
  this prospectus.</TD>
  </TR>
  <!-- End Table Body -->
  </TABLE>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Unless the context indicates otherwise, all share and per-share common stock information in
  this prospectus:
  </DIV>
  
  <DIV style="margin-top: 6pt">
  <TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
  
  <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
      <TD width="2%" style="background: transparent">&nbsp;</TD>
      <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
      <TD width="1%">&nbsp;</TD>
      <TD>assumes no additional exercises of the Class&nbsp;A and Class&nbsp;B warrants;</TD>
  </TR>
  
  <TR>
      <TD style="font-size: 6pt">&nbsp;</TD>
  </TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
      <TD width="2%" style="background: transparent">&nbsp;</TD>
      <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
      <TD width="1%">&nbsp;</TD>
      <TD>assumes no additional exercises of the representative&#146;s warrant we issued in
  connection with our initial public offering;</TD>
  </TR>
  
  <TR>
      <TD style="font-size: 6pt">&nbsp;</TD>
  </TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
      <TD width="2%" style="background: transparent">&nbsp;</TD>
      <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
      <TD width="1%">&nbsp;</TD>
      <TD>assumes no issuance of stock dividends pursuant to our stock dividend program after
  April&nbsp;14, 2008; and</TD>
  </TR>
  
  <TR>
      <TD style="font-size: 6pt">&nbsp;</TD>
  </TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
      <TD width="2%" style="background: transparent">&nbsp;</TD>
      <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
      <TD width="1%">&nbsp;</TD>
      <TD>excludes 513,000 shares underlying outstanding options under our 2006 Stock Option
  Plan, as amended; and</TD>
  </TR>
  
  <TR>
      <TD style="font-size: 6pt">&nbsp;</TD>
  </TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
      <TD width="2%" style="background: transparent">&nbsp;</TD>
      <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
      <TD width="1%">&nbsp;</TD>
      <TD>excludes 1,013,667 shares reserved under our 2006 Stock Option Plan, as amended, for
  future issuance.</TD>
  </TR>
  
  </TABLE>
  </DIV>
  <P align="center" style="font-size: 10pt"><!-- Folio -->1<!-- /Folio -->
  </DIV>
  
  <!-- PAGEBREAK -->
  <P><HR noshade><P>
  <H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
  
  <DIV style="font-family: 'Times New Roman',Times,serif">
  
  
  <DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
  
  
  
  </TABLE>
  </DIV>
  <DIV align="left">
  <A name="102"></A>
  </DIV>
  
  <DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>RISK FACTORS</B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>If you purchase our common stock, you will assume a high degree of risk. In deciding whether
  to invest, you should carefully consider the following risk factors, as well as the other
  information contained elsewhere in this prospectus, including in the documents we incorporate by
  reference into this prospectus. Any of the following risks, as well as other risks and
  uncertainties discussed in this prospectus, including in the documents we incorporate by reference
  into this prospectus, could have a material adverse effect on our business, financial condition,
  results of operations or prospects and cause the value of our common stock to decline, which could
  cause you to lose all or part of your investment.</I>
  </DIV>
  
  <DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Risks Relating to Our Business</B>
  </DIV>
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We are an early-stage venture with limited operating history, and our prospects are difficult to
  evaluate.</I></B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Until the first quarter of 2008 when we initially began to report revenues, we had not
  operated any facility, nor had we sold any products. Our activities have been limited to developing
  our business, and consequently there is no historical financial information related to operations
  available upon which you may base your evaluation of our business and prospects. The revenue and
  income potential of our business is unproven. If we are unable to develop our business, we will not
  achieve our goals and could suffer economic loss or collapse, which may have a material negative
  effect on our financial performance.
  </DIV>
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We expect to incur significant losses for some time, and we may never operate profitably.</I></B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For the period from May&nbsp;2, 2003 (inception of our predecessor companies) through March&nbsp;31,
  2008, we incurred an accumulated net loss of approximately $12.8&nbsp;million. Despite generating
  revenue from our Gonzales facility beginning in February&nbsp;2008, we will continue to incur
  significant losses. In order to achieve profitability, we must successfully complete the
  construction of our proposed Woodbridge, New Jersey facility, the expansion of our Gonzales,
  California facility, and become fully operational at each facility. There is no assurance that we
  will be successful in our efforts to build and operate an organic waste conversion facility. Even
  if we successfully meet our objectives and begin full operations, there is no assurance that we
  will be able to operate or maintain profitability.
  </DIV>
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We are generating nominal cash flow from operations, have limited sources of liquidity, and are
  restricted in our ability to borrow additional funds.</I></B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We commenced operations at our Gonzales facility in the first quarter of 2008, and this
  facility is our sole means of generating internal cash. Approximately $14.6&nbsp;million of the net
  proceeds from our February&nbsp;2007 equity and bond offerings, together with $4.6&nbsp;million of lease
  financing provided by the landlord, will be used to build our Woodbridge facility, which is
  expected to commence operations at the end of the second quarter of 2008. We believe that the
  remaining $10.8&nbsp;million net proceeds from the equity and bond offerings, along with the proceeds of
  the exercise of our publicly held Class&nbsp;A Warrants, which totaled approximately $6.0&nbsp;million during
  the first quarter of 2008, and revenues from the Gonzales facility, will be sufficient to sustain
  our operations until the Woodbridge facility is completed, and, if the completion is delayed, until
  at least the end of 2008. Notwithstanding the foregoing, we will be required to raise additional
  funds in order to build our planned facility in Rhode Island, to refinance our current debt, or if
  we were to encounter unexpected expenses in connection with our operations. We do not have any
  commitments for additional equity or debt funding, and, moreover, we would not be permitted to
  borrow any future funds unless we obtain the consent of the bondholders of the New Jersey Economic
  Development Bonds.
  </DIV>
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>If we are unable to manage our transition to an operating company effectively, our operating
  results will be adversely affected.</I></B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Failure to manage effectively our transition to an operating company will harm our business.
  To date, substantially all of our activities and resources have been directed at developing our
  business plan, arranging financing, licensing technology, obtaining permits and approvals, securing
  a lease for our Woodbridge facility and
  </DIV>
  
  <P align="center" style="font-size: 10pt"><!-- Folio -->2<!-- /Folio -->
  </DIV>
  
  <!-- PAGEBREAK -->
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  <DIV style="font-family: 'Times New Roman',Times,serif">
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">options for additional facilities, and purchasing and
  upgrading our Gonzales facility. The transition to a converter of waste and manufacturer and vendor
  of fertilizer products requires effective planning and management. In addition,
  future expansion will be expensive and will likely strain our management and other resources. We
  may not be able to easily transfer our skills to operating a facility or otherwise effectively
  manage our transition to an operating company.
  </DIV>
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our plan to develop relationships with strategic partners and vendors may not be successful.</I></B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As part of our business strategy, we will need to develop short- and long-term relationships
  with strategic partners and vendors to conduct growth trials and other research and development
  activities, to assess technology, to engage in marketing activities, and to enter into waste
  collection, real estate development and construction agreements. For these efforts to succeed, we
  must identify partners and vendors whose competencies complement ours. We must also enter into
  agreements with them on attractive terms and integrate and coordinate their resources and
  capabilities with our own. If we are unsuccessful in our collaborative efforts, our ability to
  develop and market products could be severely limited or delayed.
  </DIV>
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We may be unable to effectively implement new transaction accounting, operational and financial
  systems.</I></B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To manage our operations, we will be required to implement complex transaction accounting,
  operational and financial systems, procedures and controls, and to retain personnel experienced in
  the use of these systems. Deficiencies in the design and operation of our systems, procedures and
  controls, including internal controls, could adversely affect our ability to record, process,
  summarize and report material financial information. Our planned systems, procedures and controls
  may be inadequate to support our future operations.
  </DIV>
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our future success is dependent on our existing key employees, and hiring and assimilating new key
  employees, and our inability to attract or retain key personnel in the future would materially harm
  our business and results of operations.</I></B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our success depends on the continuing efforts and abilities of our current management team. In
  addition, our future success will depend, in part, on our ability to attract and retain highly
  skilled employees, including management, technical and sales personnel. The loss of services of any
  of our key personnel, the inability to attract or retain key personnel in the future, or delays in
  hiring required personnel could materially harm our business and results of operations. We may be
  unable to identify and attract highly qualified employees in the future. In addition, we may not be
  able to successfully assimilate these employees or hire qualified personnel to replace them.
  </DIV>
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Constructing and equipping our Woodbridge facility may take longer and cost more than we expect.</I></B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Equipping and completing our Woodbridge facility has required and will continue to require a
  significant investment of capital and substantial engineering expenditures, and is subject to
  significant risks, including risks of delays, equipment problems, cost overruns, including the cost
  of raw materials such as stainless steel, and other start-up and operating difficulties. Our
  conversion processes at the Woodbridge facility will use custom-built, patented equipment that may
  not be delivered and installed in our facility in a timely manner for many reasons, including but
  not limited to the inability of the supplier of this equipment to perform. In addition, this
  equipment may take longer and cost more to debug than planned and may never operate as designed. If
  we experience any of these or similar difficulties, we may be unable to complete our Woodbridge
  facility, and our results may be materially affected. We also may encounter similar difficulties
  in constructing and equipping our future facilities which may also have a material and adverse
  effect on our operating results.
  </DIV>
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We have little or no experience in the organic waste or fertilizer industries, which increases the
  risk of our inability to build and operate our facilities.</I></B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are currently, and are likely for some time to continue to be, dependent upon our present
  management team. Most of these individuals are experienced in business generally, but not
  organizing the construction, equipping and start up of an organic waste conversion facility, and
  governing and operating a public company. In addition,
  </DIV>
  
  <P align="center" style="font-size: 10pt"><!-- Folio -->3<!-- /Folio -->
  </DIV>
  
  <!-- PAGEBREAK -->
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  <H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
  
  <DIV style="font-family: 'Times New Roman',Times,serif">
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">none of our directors has any experience in the organic waste or fertilizer products industries. As a result, we may not develop our business
  successfully.
  </DIV>
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We will depend on contractors unrelated to us to build our Woodbridge facility, and their failure
  to perform could harm our business, and hinder our ability to operate profitably.</I></B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have entered into guaranteed maximum price contracts with construction, mechanical, and
  electrical contractors to build our Woodbridge facility. Although we believe each of these
  companies is qualified, we have no prior experience with any of them. If any company were to fail
  to perform, there is no assurance that we would be able to obtain a suitable replacement on a
  timely basis.
  </DIV>
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We license technology for our Woodbridge facility from a third party, and our failure to perform
  under the terms of the license could result in material adverse consequences.</I></B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We intend to use certain licensed technology and patented pieces of process equipment in our
  Woodbridge facility that will be obtained from International Bio-Recovery Corporation, or IBRC. The
  license contains various performance criteria, and if we fail to perform under the terms of the
  license, the license may be terminated by the licensor, and we will have to modify our process and
  employ other equipment that may not be available on a timely basis or at all. If we are unable to
  use different technology and equipment, we may not be able to operate the Woodbridge facility
  successfully. If the license agreement is terminated or held invalid for any reason, or if it is
  determined that IBRC has improperly licensed its process to us, the occurrence of such event will
  adversely affect our Woodbridge operations and revenues.
  </DIV>
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>The EATAD technology we will use to operate our Woodbridge facility is unproven at the scale we
  intend to operate.</I></B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;While IBRC has operated a facility in British Columbia using the Enhanced Autothermal
  Thermophilic Aerobic Digestion process, or EATAD, its plant is smaller than our planned Woodbridge
  facility. IBRC developed the initial drawings for our Woodbridge facility, but neither IBRC nor we
  have operated a plant of the proposed size.
  </DIV>
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our Woodbridge facility site may have unknown environmental problems that could be expensive and
  time consuming to correct, which may delay construction and delay our ability to generate revenue.</I></B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;There can be no assurance that we will not encounter hazardous environmental conditions at the
  Woodbridge facility site or any additional facility sites that may delay the construction of our
  organic waste conversion facilities. Upon encountering a hazardous environmental condition, our
  contractor may suspend work in the affected area. If we receive notice of a hazardous environmental
  condition, we may be required to correct the condition prior to continuing construction. The
  presence of a hazardous environmental condition will likely delay construction of the particular
  facility and may require significant expenditures to correct the environmental condition. If we
  encounter any hazardous environmental conditions during construction that require time or money to
  correct, such event could delay our ability to generate revenue.
  </DIV>
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We may not be able to successfully operate our Woodbridge facility.</I></B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Although we intend to hire a firm with substantial operational experience to operate our
  Woodbridge facility, we have not developed or operated any manufacturing facilities of any kind.
  Our Woodbridge facility, if completed, would be the first commercial facility of its kind in the
  United States and may not function as anticipated. In addition, the control of the manufacturing
  process will require operators with extensive training and experience which may be difficult to
  attain.
  </DIV>
  
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  <DIV style="font-family: 'Times New Roman',Times,serif">
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our lack of business diversification may have a material negative effect on our financial
  performance.</I></B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We expect to have only two planned products to sell to customers to generate revenue: dry and
  liquid soil amendment products. We do not expect to have any other products. Although we also
  expect to receive &#147;tip&#148; fees, our lack of business diversification could have a material adverse
  effect on our operations.
  </DIV>
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We may not be able to manufacture products from our planned facilities in commercial quantities or
  sell them at competitive prices.</I></B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To date, we have not produced any products other than from our Gonzales facility. We may not
  be able to manufacture products from our Woodbridge facility or other planned facilities in
  commercial quantities or sell them at prices competitive with other similar products.
  </DIV>
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We may be unable to establish marketing and sales capabilities necessary to commercialize and gain
  market acceptance for our potential products.</I></B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We currently have limited sales and marketing capabilities. We will need to either hire sales
  personnel with expertise in the markets we intend to address or contract with others to provide
  sales support. Co-promotion or other marketing arrangements to commercialize our planned products
  could significantly limit the revenues we derive from our products, and these parties may fail to
  commercialize these products successfully. Our planned products address different markets and can
  be offered through multiple sales channels. Addressing each market effectively will require sales
  and marketing resources tailored to the particular market and to the sales channels that we choose
  to employ, and we may not be able to develop such specialized marketing resources.
  </DIV>
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Pressure by our customers to reduce prices and agree to long-term supply arrangements may adversely
  affect our net sales and profit margins.</I></B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our current and potential customers, especially large agricultural companies, are often under
  budgetary pressure and are very price sensitive. Our customers may negotiate supply arrangements
  with us well in advance of delivery dates, thereby requiring us to commit to product prices before
  we can accurately determine our final costs. If this happens, we may have to reduce our conversion
  costs and obtain higher volume orders to offset lower average sales prices. If we are unable to
  offset lower sales prices by reducing our costs, our gross profit margins will decline, which could
  have a material negative effect on our financial performance.
  </DIV>
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>The fertilizer industry is highly competitive, which may adversely affect our ability to generate
  and grow sales.</I></B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Chemical fertilizers are manufactured by many companies and are plentiful and relatively
  inexpensive. In addition, the number of fertilizer products registered as &#147;organic&#148; with the
  Organic Materials Review Institute increased by approximately 50% from 2002 to 2005. If we fail to
  keep up with changes affecting the markets that we intend to serve, we will become less
  competitive, adversely affecting our financial performance.
  </DIV>
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Defects in our products or failures in quality control could impair our ability to sell our
  products or could result in product liability claims, litigation and other significant events with
  substantial additional costs.</I></B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Detection of any significant defects in our products or failure in our quality control
  procedures may result in, among other things, delay in time-to-market, loss of sales and market
  acceptance of our products, diversion of development resources, and injury to our reputation. The
  costs we may incur in correcting any product defects may be substantial. Additionally, errors,
  defects or other performance problems could result in financial or other damages to our customers,
  which could result in litigation. Product liability litigation, even if we prevail, would be time
  consuming and costly to defend. We do not presently maintain product liability insurance, and any
  product liability insurance we may obtain may not be adequate to cover claims.
  </DIV>
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Energy and fuel cost variations could adversely affect operating results and expenses.</I></B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Energy costs, particularly electricity and natural gas, are expected to constitute a
  substantial portion of our operating expenses. The price and supply of energy and natural gas are
  unpredictable and fluctuate based on events
  </DIV>
  
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  <DIV style="font-family: 'Times New Roman',Times,serif">
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">outside our control, including demand for oil and gas,
  weather, actions by OPEC and other oil and gas producers, and conflict in oil-producing countries.
  Price escalations in the cost of electricity or reductions in the supply of natural gas could
  increase operating expenses and negatively affect our results of operations. We may not be able to
  pass through all or part of the increased energy and fuel costs to our customers.
  </DIV>
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We may not be able to obtain sufficient organic material.</I></B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Competing disposal outlets for organic food waste and increased demand for applications such
  as biofuels may develop and adversely affect our business. To fully utilize the tip floor and to
  manufacture our products, we are dependent on a stable supply of organic food waste. Insufficient
  food waste feedstock will adversely affect our efficiency and may cause us to increase our tip fee
  discount from prevailing rates, resulting in reduced revenues and net income.
  </DIV>
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our license agreement with IBRC restricts the territory into which we may sell our planned products
  and grants a cooperative a right of first refusal to purchase our products.</I></B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have entered into a license agreement with IBRC which among other terms contains a
  restriction on our right to sell our planned products outside a territory defined generally as the
  Eastern Seaboard of the United States. The license agreement also grants a proposed cooperative of
  which IBRC is a member a right of first refusal to purchase the products sold from our Woodbridge
  facility under certain circumstances. While we believe that the territory specified in the license
  agreement is broad enough to easily absorb the amount of product we plan to produce and that the
  right of first refusal will not impair our ability to sell our products, these restrictions may
  have a material adverse effect on the volume and price of our product sales. We may in addition
  become completely dependent on a third party for the sale of our products.
  </DIV>
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our fertilizer products from our Woodbridge facility will be sold under an unproven name.</I></B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our licensing agreement with IBRC requires that we market our planned products from our
  Woodbridge facility under the brand name &#147;Genica.&#148; No fertilizer products have been sold in our
  geographic market under that name, and the name may not be accepted in our marketplace.
  </DIV>
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Successful infringement claims by third parties could result in substantial damages, lost product
  sales and the loss of important proprietary rights.</I></B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We may have to defend ourselves against patent and other infringement claims asserted by third
  parties regarding the technology we have licensed, resulting in diversion of management focus and
  additional expenses for the defense of claims. In addition, as a result of a patent infringement
  suit, we may be forced to stop or delay developing, manufacturing or selling potential products
  that are claimed to infringe a patent covering a third party&#146;s intellectual property unless that
  party grants us rights to use its intellectual property. We may be unable to obtain these rights on
  terms acceptable to us, if at all. If we cannot obtain all necessary licenses on commercially
  reasonable terms, we may be unable to continue selling such products. Even if we are able to obtain
  rights to a third party&#146;s patented intellectual property, these rights may be non-exclusive, and
  therefore our competitors may obtain access to the same intellectual property. Ultimately, we may
  be unable to commercialize our potential products or may have to cease some or all of our business
  operations as a result of patent infringement claims, which could severely harm our business.
  </DIV>
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our license agreement with IBRC imposes obligations on us related to infringement actions that may
  become burdensome or result in termination of our license agreement.</I></B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If our use of the IBRC licensed technology is alleged to infringe the intellectual property of
  a third party, we may become obligated to defend such infringement action. Although IBRC has agreed
  to bear the costs of such defense, if the licensed technology is found by a court to be infringing,
  IBRC may terminate the license agreement, which may prevent us from continuing to operate our
  conversion facility. In such an event, we may become obligated to find alternative technology or to
  pay a royalty to a party other than IBRC to continue to operate.
  </DIV>
  
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  <DIV style="font-family: 'Times New Roman',Times,serif">
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If a third party is allegedly infringing any of the licensed technology, then either we or
  IBRC may attempt to enforce the IBRC intellectual property rights. In general, our possession of
  rights to use the know-how related to the licensed technology will not be sufficient to prevent
  others from employing similar technology that we believe is infringing. Any such enforcement action
  against alleged infringers, whether by us or by IBRC, may be required to be maintained at our
  expense under the terms of the license agreement. The costs of such an enforcement action may be
  prohibitive, reduce our net income, if any, or prevent us from continuing operations.
  </DIV>
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our High Temperature Liquid Composting, or HTLC, technology imposes obligations on us related to
  infringement actions that may become burdensome.</I></B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If our use of our HTLC technology is alleged to infringe the intellectual property of a third
  party, we may become obligated to defend such infringement action. In such an event, we may become
  obligated to find alternative technology or to pay a royalty to a third party to continue to
  operate. If a third party is allegedly infringing any of our HTLC technology, then we may attempt
  to enforce our intellectual property rights. In general, our possession of rights to use the
  know-how related to our HTLC technology will not be sufficient to prevent others from employing
  similar technology that we believe is infringing. Any such enforcement action against alleged
  infringers may be required at our expense. The costs of such an enforcement action may be
  prohibitive, reduce our net income, if any, or prevent us from continuing operations.
  </DIV>
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Development of our business is dependent on our ability to obtain additional debt financing which
  may not be available on acceptable terms.</I></B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We may need to obtain significant debt financing in order to develop manufacturing facilities
  and begin production of our products. Each facility will likely be individually financed and
  require considerable debt. While we believe state government-sponsored debt programs will be
  available to finance our requirements, market rate or non-government sponsored debt could also be
  used. However, public or private debt may not be available at all or on terms acceptable to us for
  the development of future facilities.
  </DIV>
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We will need to obtain additional debt and equity financing to complete subsequent stages of our
  business plan.</I></B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will need to obtain additional debt and equity financing to complete subsequent phases of
  our business plan. We may issue additional securities in the future with rights, terms and
  preferences designated by our Board of Directors, without a vote of stockholders, which could
  adversely affect your rights. Additional financing will likely cause dilution to our stockholders
  and could involve the issuance of securities with rights senior to the outstanding shares. There is
  no assurance that such funds will be sufficient, that the financing will be available on terms
  acceptable to us and at such times as required, or that we will be able to obtain the additional
  financing required, if any, for the continued operation and growth of our business. Any inability
  to raise necessary capital will have a material adverse effect on our ability to execute our
  business plan, and will have a material adverse effect on our revenues and net income.
  </DIV>
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our agreements with our bond investor may hinder our ability to operate our business by imposing
  restrictive loan covenants, which may prohibit us from borrowing additional funds, repaying other
  indebtedness or paying dividends or taking other actions to manage or expand our business.</I></B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The terms of the bond guaranty executed by us as manager of Converted Organics of Woodbridge
  LLC, prohibit us from paying debt and other obligations that funded our working capital until
  certain ratios of Earnings Before Interest, Taxes, Depreciation and Amortization to debt service
  are met. As of March&nbsp;31, 2008, we had approximately $375,000 and $90,000 of indebtedness, other
  than our bonds, which mature on December&nbsp;31, 2008 and May&nbsp;2, 2009, respectively.
  </DIV>
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Mandatory redemption of our bonds could have a material adverse effect on our liquidity and cash
  resources.</I></B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our bonds are subject to mandatory redemption by us if the Woodbridge facility is condemned,
  we cease to operate the facility, the bonds become taxable, a change in control of the company
  occurs and under certain other
  </DIV>
  
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  <DIV style="font-family: 'Times New Roman',Times,serif">
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">circumstances. Depending upon the circumstances, such an event could
  require a payment to our bondholders ranging between 100% and 110% of the principal amount of the
  bonds, plus interest. If we are unable to obtain additional financing from other sources, the
  requirement that we pay cash in connection with such mandatory redemption will have a material
  adverse effect on our liquidity and cash resources, and may impair our ability to continue to
  operate.
  </DIV>
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>The communities where our facilities may be located may be averse to hosting or oppose our
  construction of waste handling and manufacturing facilities.</I></B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Local residents and authorities in communities where our facilities may be located may be
  concerned about odor, vermin, noise, increased truck traffic, air pollution, decreased property
  values, and public health risks associated with operating a manufacturing facility in their area.
  These constituencies may oppose our permitting applications or raise other issues regarding our
  proposed facilities.
  </DIV>
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our facilities will require certain permits to operate, which we may not be able to obtain or
  obtain on a timely basis.</I></B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For our Woodbridge facility, we must obtain various permits and approvals to operate a
  recycling center and a manufacturing facility, including among others a Class&nbsp;C recycling permit,
  land use and site plan approval, an air quality permit, a water discharge permit, a storm water
  runoff permit, and building construction permits. We may not be able to secure all the necessary
  permits on a timely basis or at all, which may prevent us from operating the facility according to
  our business plan.
  </DIV>
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For our additional facilities, we may need certain permits to operate solid waste or recycling
  facilities as well as permits for our sewage connection, water supply, land use, air emission, and
  wastewater discharge. The specific permit and approval requirements are set by the state and the
  various local jurisdictions, including but not limited to city, town, county, township and state
  agencies having control over the specific properties. Lack of permits to construct, operate or
  maintain our facilities will severely and adversely affect our business.
  </DIV>
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Changes in environmental regulations or violations of such regulations could result in increased
  expense and could have a material negative effect on our financial performance.</I></B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will be subject to extensive air, water and other environmental regulations and will need
  to obtain a number of environmental permits to construct and operate our planned facilities. If for
  any reason any of these permits are not granted, construction costs for our organic waste
  conversion facilities may increase, or the facilities may not be constructed at all. Additionally,
  any changes in environmental laws and regulations, both at the federal and state level, could
  require us to invest or spend considerable resources in order to comply with future environmental
  regulations. The expense of compliance could be significant enough to reduce our net income and
  have a material negative effect on our financial performance.
  </DIV>
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our strategic plan for development and construction of operating facilities in Rhode Island,
  Massachusetts and New York requires additional debt and/or equity financing and working capital
  during the construction periods.</I></B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our strategic plan calls for us to develop and build future operating facilities. These
  facilities will require us to raise additional fund for the development and construction of these
  facilities and for working capital during the construction process. There is no guarantee that we
  will be able to raise those funds.
  </DIV>
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>As a public company, we are subject to complex legal and accounting requirements that require us to
  incur substantial expense and expose us to risk of non-compliance.</I></B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As a public company, we are subject to numerous legal and accounting requirements. The cost of
  compliance with many of these requirements is substantial, not only in absolute terms but, more
  importantly, in relation to the overall scope of the operations of a small company. Our
  inexperience with these requirements may increase the cost of compliance and may also increase the
  risk that we will fail to comply. Failure to comply with
  </DIV>
  
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  <DIV style="font-family: 'Times New Roman',Times,serif">
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">these requirements can have numerous
  adverse consequences including, but not limited to, our inability to file required periodic reports
  on a timely basis, loss of market confidence, delisting of our securities, and governmental or
  private actions against us. We cannot assure you that we will be able to comply with all of these
  requirements or that the cost of such compliance will not prove to be a substantial competitive
  disadvantage vis-&#224;-vis our privately held competitors as well as our larger public competitors.
  </DIV>
  
  
  <DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Risks Related to Investment in Our Securities</B>
  </DIV>
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>While the Class&nbsp;A and Class&nbsp;B warrants are outstanding, it may be more difficult to raise
  additional equity capital.</I></B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During the term that the Class&nbsp;A warrants and Class&nbsp;B warrants are outstanding, the holders of
  those warrants are given the opportunity to profit from a rise in the market price of our common
  stock. In addition, the Class&nbsp;B warrants are not redeemable by us. We may find it more difficult to
  raise additional equity capital while these warrants are outstanding. At any time during which
  these public warrants are likely to be exercised, we may be able to obtain additional equity
  capital on more favorable terms from other sources.
  </DIV>
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>If we issue shares of preferred stock, your investment could be diluted or subordinated to the
  rights of the holders of preferred stock.</I></B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Board of Directors is authorized by our Certificate of Incorporation to establish classes
  or series of preferred stock and fix the designation, powers, preferences and rights of the shares
  of each such class or series without any further vote or action by our stockholders. Any shares of
  preferred stock so issued could have priority over our common stock with respect to dividend or
  liquidation rights. Although we have no plans to issue any shares of preferred stock or to adopt
  any new series, preferences or other classification of preferred stock, any such action by our
  Board of Directors or issuance of preferred stock by us could dilute your investment in our common
  stock and warrants or subordinate your holdings to the shares of preferred stock.
  </DIV>
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Future issuances or sales, or the potential for future issuances or sales, of shares of our common
  stock may cause the trading price of our securities to decline and could impair our ability to
  raise capital through subsequent equity offerings.</I></B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have agreed to pay a 5% common stock dividend to holders of record of our common stock at
  the end of each calendar quarter, beginning with the first quarter of 2007, until the Woodbridge
  facility has commenced commercial operations. The additional shares of our common stock distributed
  pursuant to such stock dividends could cause the market price of our common stock to decline and
  could have an adverse effect on our earnings per share, if and when we become profitable. In
  addition, future sales of a substantial number of shares of our common stock or other securities in
  the public markets, or the perception that these sales may occur, could cause the market price of
  our common stock and our Class&nbsp;A and Class&nbsp;B warrants to decline, and could materially impair our
  ability to raise capital through the sale of additional securities.
  </DIV>
  <DIV align="left">
  <A name="103"></A>
  </DIV>
  
  <DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS</B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus, including the documents incorporated by reference into this prospectus,
  contains forward-looking statements within the meaning of the federal securities laws. These
  forward-looking statements concern our operations, economic performance and financial condition and
  are based on our current expectations, assumptions, estimates and beliefs about us and our
  industry. When we use words such as &#147;believe,&#148; &#147;expect,&#148; &#147;anticipate,&#148; &#147;estimate,&#148; &#147;intend,&#148;
  &#147;plan,&#148; &#147;may,&#148; &#147;will,&#148; &#147;could,&#148; &#147;potential,&#148; &#147;project&#148; or similar expressions, we are making
  forward-looking statements.
  </DIV>
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These statements are not guarantees of future performance and are subject to certain risks,
  uncertainties and other important factors, some of which are beyond our control, which could cause
  our actual results to differ
  </DIV>
  
  <P align="center" style="font-size: 10pt"><!-- Folio -->9<!-- /Folio -->
  </DIV>
  
  <!-- PAGEBREAK -->
  <P><HR noshade><P>
  <H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
  
  <DIV style="font-family: 'Times New Roman',Times,serif">
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">materially from our expectations. These risks, uncertainties and other
  factors are described under &#147;Risk Factors&#148; and discussed elsewhere in this prospectus or in the
  documents incorporated by reference into this prospectus.
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We caution you not to place undue reliance on forward-looking statements. These cautionary
  statements should not be construed by you to be exhaustive, and they are made only as of the date
  of this prospectus.
  </DIV>
  <DIV align="left">
  <A name="104"></A>
  </DIV>
  
  <DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>DETERMINATION OF OFFERING PRICE</B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling security holders may sell the common shares issued to them from time-to-time at
  prices and at terms then prevailing or at prices related to the then current market price, or in
  negotiated transactions.
  </DIV>
  <DIV align="left">
  <A name="105"></A>
  </DIV>
  
  <DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SELLING SHAREHOLDERS</B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus relates to shares of common stock that are being registered for offers and
  resale by the selling shareholders. The shares of common stock are &#147;restricted securities&#148; under
  the Securities Act. The selling shareholders may resell any or all of the shares at any time while
  this prospectus is current.
  </DIV>
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Since we do not currently meet the registrant requirements for use of Form S-3, the amount of
  common stock which may be resold by means of this reoffer prospectus by each of the selling
  stockholders, and any other person with whom he is acting in concert for the purpose of selling our
  securities, must not exceed, in any three month period, the amount specified in Rule 144(e)
  promulgated under the Securities Act.
  </DIV>
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The information set forth in the following table regarding the beneficial ownership after
  resale of securities assumes that the selling shareholders will sell all of the shares of common
  stock owned by that selling shareholder covered by this prospectus.
  </DIV>
  <DIV align="center">
  <TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
  <!-- Begin Table Head -->
  <TR valign="bottom">
      <TD width="52%">&nbsp;</TD>
      <TD width="5%">&nbsp;</TD>
      <TD width="3%">&nbsp;</TD>
      <TD width="1%">&nbsp;</TD>
      <TD width="3%">&nbsp;</TD>
      <TD width="5%">&nbsp;</TD>
      <TD width="3%">&nbsp;</TD>
      <TD width="1%">&nbsp;</TD>
      <TD width="3%">&nbsp;</TD>
      <TD width="5%">&nbsp;</TD>
      <TD width="3%">&nbsp;</TD>
      <TD width="1%">&nbsp;</TD>
      <TD width="3%">&nbsp;</TD>
      <TD width="5%">&nbsp;</TD>
      <TD width="3%">&nbsp;</TD>
      <TD width="1%">&nbsp;</TD>
      <TD width="3%">&nbsp;</TD>
  </TR>
  <TR style="font-size: 8pt" valign="bottom">
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD nowrap align="center" colspan="3"><B>Common stock</B></TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD nowrap align="center" colspan="3"><B>Percent of common</B></TD>
  </TR>
  <TR style="font-size: 8pt" valign="bottom">
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD nowrap align="center" colspan="3"><B>beneficially owned</B></TD>
      <TD>&nbsp;</TD>
      <TD nowrap align="center" colspan="3"><B>Common stock</B></TD>
      <TD>&nbsp;</TD>
      <TD nowrap align="center" colspan="3"><B>Common stock</B></TD>
      <TD>&nbsp;</TD>
      <TD nowrap align="center" colspan="3"><B>stock beneficially</B></TD>
  </TR>
  <TR style="font-size: 8pt" valign="bottom">
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD nowrap align="center" colspan="3"><B>prior to the</B></TD>
      <TD>&nbsp;</TD>
      <TD nowrap align="center" colspan="3"><B>offered pursuant to</B></TD>
      <TD>&nbsp;</TD>
      <TD nowrap align="center" colspan="3"><B>beneficially owned</B></TD>
      <TD>&nbsp;</TD>
      <TD nowrap align="center" colspan="3"><B>owned after the</B></TD>
  </TR>
  <TR style="font-size: 8pt" valign="bottom">
      <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Selling shareholder</B></TD>
      <TD>&nbsp;</TD>
      <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>offering</B></TD>
      <TD>&nbsp;</TD>
      <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>this prospectus</B></TD>
      <TD>&nbsp;</TD>
      <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>after the offering</B></TD>
      <TD>&nbsp;</TD>
      <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>offering (3)</B></TD>
  </TR>
  
  <!-- End Table Head -->
  <!-- Begin Table Body -->
  <TR valign="bottom">
      <TD><DIV style="margin-left:15px; text-indent:-15px">Thomas R. Buchanan</DIV></TD>
      <TD>&nbsp;</TD>
      <TD nowrap align="right">&nbsp;</TD>
      <TD align="right">230,129 </TD>
      <TD nowrap>(1)</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD align="right">50,000</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD nowrap align="right">&nbsp;</TD>
      <TD align="right">180,129 </TD>
      <TD nowrap>(2)</TD>
      <TD>&nbsp;</TD>
      <TD nowrap align="right">&nbsp;</TD>
      <TD align="right">3.2</TD>
      <TD nowrap>%</TD>
  </TR>
  <TR valign="bottom">
      <TD><DIV style="margin-left:15px; text-indent:-15px">John Tucker</DIV></TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD align="right">363,914</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD align="right">83,000</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD align="right">280,914</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD nowrap align="right">&nbsp;</TD>
      <TD align="right">5.1</TD>
      <TD nowrap>%</TD>
  </TR>
  <!-- End Table Body -->
  </TABLE>
  </DIV>
  
  
  
  <DIV align="left">
  <DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
  </DIV>
  
  <TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
  <TR>
      <TD width="3%"></TD>
      <TD width="1%"></TD>
      <TD width="96"></TD>
  </TR>
  
  <TR valign="top">
      <TD nowrap align="left"><B>*</B></TD>
      <TD>&nbsp;</TD>
      <TD><B>Denotes less than 1%</B></TD>
  </TR>
  
  <TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>
  
  <TR valign="top">
      <TD nowrap align="left">(1)</TD>
      <TD>&nbsp;</TD>
      <TD>Consists of 180,129 shares of common stock and 50,000 shares of common stock which the
  selling shareholder has the right to acquire through the exercise of options.</TD>
  </TR>
  
  <TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>
  
  <TR valign="top">
      <TD nowrap align="left">(2)</TD>
      <TD>&nbsp;</TD>
      <TD>Consists of 130,129 shares of common stock and 50,000 shares of common stock which the
  selling shareholder has the right to acquire through the exercise of options.</TD>
  </TR>
  
  <TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>
  
  <TR valign="top">
      <TD nowrap align="left">(3)</TD>
      <TD>&nbsp;</TD>
      <TD>Applicable percentage ownership is based on 5,554,277 shares of common stock as of May&nbsp;12,
  2008.</TD>
  </TR>
  
  </TABLE>
  
  
  <DIV align="left">
  <A name="106"></A>
  </DIV>
  
  <DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PLAN OF DISTRIBUTION</B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling shareholders and any of their pledgees, assignees and successors-in-interest may,
  from time to time, sell any or all of their shares of common stock on any stock exchange, market or
  trading facility on which the shares are traded or in private transactions. These sales may be at
  fixed or negotiated prices. The selling shareholders may use any one or more of the following
  methods when selling shares:
  </DIV>
  
  
  <P align="center" style="font-size: 10pt"><!-- Folio -->10<!-- /Folio -->
  </DIV>
  
  
  
  
  <!-- PAGEBREAK -->
  <P><HR noshade><P>
  <H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
  <DIV style="font-family: 'Times New Roman',Times,serif">
  
  
  <DIV style="margin-top: 6pt">
  <TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
  
  <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
      <TD width="2%" style="background: transparent">&nbsp;</TD>
      <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
      <TD width="1%">&nbsp;</TD>
      <TD>ordinary brokerage transactions and transactions in which the broker-dealer solicits
  purchasers;</TD>
  </TR>
  
  <TR>
      <TD style="font-size: 6pt">&nbsp;</TD>
  </TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
      <TD width="2%" style="background: transparent">&nbsp;</TD>
      <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
      <TD width="1%">&nbsp;</TD>
      <TD>block trades in which the broker-dealer will attempt to sell the shares as agent but
  may position and resell a portion of the block as principal to facilitate the
  transaction;</TD>
  </TR>
  
  <TR>
      <TD style="font-size: 6pt">&nbsp;</TD>
  </TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
      <TD width="2%" style="background: transparent">&nbsp;</TD>
      <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
      <TD width="1%">&nbsp;</TD>
      <TD>an exchange distribution in accordance with the rules of the applicable exchange;</TD>
  </TR>
  
  <TR>
      <TD style="font-size: 6pt">&nbsp;</TD>
  </TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
      <TD width="2%" style="background: transparent">&nbsp;</TD>
      <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
      <TD width="1%">&nbsp;</TD>
      <TD>privately negotiated transactions;</TD>
  </TR>
  
  <TR>
      <TD style="font-size: 6pt">&nbsp;</TD>
  </TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
      <TD width="2%" style="background: transparent">&nbsp;</TD>
      <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
      <TD width="1%">&nbsp;</TD>
      <TD>broker-dealers may agree with the selling shareholders to sell a specified number of
  such shares at a stipulated price per share;</TD>
  </TR>
  
  <TR>
      <TD style="font-size: 6pt">&nbsp;</TD>
  </TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
      <TD width="2%" style="background: transparent">&nbsp;</TD>
      <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
      <TD width="1%">&nbsp;</TD>
      <TD>a combination of any such methods of sale;</TD>
  </TR>
  
  <TR>
      <TD style="font-size: 6pt">&nbsp;</TD>
  </TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
      <TD width="2%" style="background: transparent">&nbsp;</TD>
      <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
      <TD width="1%">&nbsp;</TD>
      <TD>through the writing or settlement of options or other hedging transactions, whether
  through an options exchange or otherwise; or</TD>
  </TR>
  
  <TR>
      <TD style="font-size: 6pt">&nbsp;</TD>
  </TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
      <TD width="2%" style="background: transparent">&nbsp;</TD>
      <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
      <TD width="1%">&nbsp;</TD>
      <TD>any other method permitted pursuant to applicable law.</TD>
  </TR>
  
  </TABLE>
  </DIV>
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling shareholders may also sell shares under Rule&nbsp;144 under the Securities Act, if
  available, rather than under this prospectus.
  </DIV>
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Broker-dealers engaged by the selling shareholders may arrange for other brokers-dealers to
  participate in sales. Broker-dealers may receive commissions or discounts from the selling
  shareholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the
  purchaser) in amounts to be negotiated. The selling shareholders do not expect these commissions
  and discounts to exceed what is customary in the types of transactions involved.
  </DIV>
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling shareholders and any broker-dealers or agents that are involved in selling the
  shares may be deemed to be &#147;underwriters&#148; within the meaning of the Securities Act in connection
  with such sales. In such event, any commissions received by such broker-dealers or agents and any
  profit on the resale of the shares purchased by them may be deemed to be underwriting commissions
  or discounts under the Securities Act.
  </DIV>
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will pay the fees and expenses incident to the registration of the shares. The selling
  shareholders, however, will pay any commissions or other fees payable to brokers or dealers in
  connection with any sale of the common stock. We have not agreed to indemnify the selling
  shareholders against losses, claims, damages and liabilities, including liabilities under the
  Securities Act.
  </DIV>
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will make copies of this prospectus available to the selling shareholders for the purpose
  of satisfying the prospectus delivery requirements of the Securities Act.
  </DIV>
  <DIV align="left">
  <A name="107"></A>
  </DIV>
  
  <DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>LEGAL MATTERS</B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The validity of the common stock has been passed upon by Cozen O&#146;Connor, Philadelphia,
  Pennsylvania.
  </DIV>
  <DIV align="left">
  <A name="108"></A>
  </DIV>
  
  <DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXPERTS</B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The consolidated financial statements for the years ended December&nbsp;31, 2007 and 2006 appearing
  in our annual report on Form 10-KSB/A for the year ended December&nbsp;31, 2007 and incorporated by
  reference into this prospectus have been audited by Carlin, Charron &#038; Rosen, LLP, independent
  registered public accountants, to the extent set forth in their report, and are incorporated by
  reference into this prospectus in reliance upon such report given upon the authority of them as
  experts in auditing and accounting.
  </DIV>
  
  <P align="center" style="font-size: 10pt"><!-- Folio -->11<!-- /Folio -->
  </DIV>
  
  <!-- PAGEBREAK -->
  <P><HR noshade><P>
  <H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
  
  <DIV style="font-family: 'Times New Roman',Times,serif">
  <DIV align="left">
  <A name="109"></A>
  </DIV>
  
  <DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE</B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The SEC allows us to incorporate by reference certain of our publicly filed documents into
  this prospectus, which means that such information is considered part of this prospectus. All
  documents we file pursuant to Sections&nbsp;13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
  1934 subsequent to the effective date of the registration statement of which this prospectus is a
  part and prior to the filing of a post-effective amendment which indicates that all securities
  offered by this prospectus have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference in this prospectus and to be a part of this
  prospectus from the date of filing of such documents. Any statement contained herein or in any
  document incorporated or deemed to be incorporated by reference shall be deemed to be modified or
  superseded to the extent that a statement contained in any other subsequently filed document which
  also is or is deemed to be incorporated by reference modifies or supersedes such statement. Any
  such statement so modified or superseded shall not be deemed to constitute a part of this
  prospectus, except as so modified or superseded..
  </DIV>
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed with the SEC are incorporated herein by reference:
  </DIV>
  
  <DIV style="margin-top: 6pt">
  <TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
  
  <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
      <TD width="2%" style="background: transparent">&nbsp;</TD>
      <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
      <TD width="1%">&nbsp;</TD>
      <TD>Our Annual Report on Form 10-KSB/A for the year ended December&nbsp;31, 2007, filed with
  the SEC on May&nbsp;8, 2008;</TD>
  </TR>
  
  <TR>
      <TD style="font-size: 6pt">&nbsp;</TD>
  </TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
      <TD width="2%" style="background: transparent">&nbsp;</TD>
      <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
      <TD width="1%">&nbsp;</TD>
      <TD>Our Quarterly Report on Form 10-Q for the quarter ended March&nbsp;31, 2008, filed with
  the SEC on May&nbsp;15, 2008;</TD>
  </TR>
  
  <TR>
      <TD style="font-size: 6pt">&nbsp;</TD>
  </TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
      <TD width="2%" style="background: transparent">&nbsp;</TD>
      <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
      <TD width="1%">&nbsp;</TD>
      <TD>Our Current Reports on Form 8-K, filed with the SEC on January&nbsp;15, 2008; January&nbsp;29,
  2008 (as amended on May&nbsp;8, 2008); March&nbsp;13, 2008; April&nbsp;4, 2008; April&nbsp;11, 2008; and
  April&nbsp;30, 2008; and</TD>
  </TR>
  
  <TR>
      <TD style="font-size: 6pt">&nbsp;</TD>
  </TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
      <TD width="2%" style="background: transparent">&nbsp;</TD>
      <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
      <TD width="1%">&nbsp;</TD>
      <TD>The description of our common stock contained in Forms 8-A filed on February&nbsp;8, 2007
  and May&nbsp;30, 2007 and any amendments or reports filed for the purpose of updating such
  description.</TD>
  </TR>
  
  </TABLE>
  </DIV>
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will provide to each person, including any beneficial owner, to whom a prospectus is
  delivered, a copy of the reports and documents that have been incorporated by reference in this
  prospectus, at no cost. Any such request may be made by writing or telephoning us at the following
  address or phone number:
  </DIV>
  
  <DIV align="center" style="font-size: 10pt; margin-top: 18pt">Converted Organics Inc.<BR>
  Edward J. Gildea<BR>
  Chief Executive Officer<BR>
  7A Commercial Wharf West<BR>
  Boston, MA 02110<BR>
  Attention: Corporate Secretary<BR>
  (617)&nbsp;624-0111
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These documents can also be requested through, and are available in, the Investor Relations
  section of our website, which is located at convertedorganics.com, or as described under &#147;Where You
  Can Find More Information&#148; below. The information and other content contained on or linked from our
  internet website are not part of this prospectus.
  </DIV>
  <DIV align="left">
  <A name="110"></A>
  </DIV>
  
  <DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>WHERE YOU CAN FIND MORE INFORMATION</B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus is part of a registration statement on Form S-8 that we filed with the SEC.
  This prospectus does not include all of the information contained in the registration statement.
  You should refer to the registration statement and its exhibits for additional information.
  Whenever we make reference in this prospectus to any of our contracts, agreements or other
  documents, the references are not necessarily complete and you should refer to the exhibits
  attached to the registration statement for copies of the actual contract, agreement or other
  document. We are
  </DIV>
  
  <P align="center" style="font-size: 10pt"><!-- Folio -->12<!-- /Folio -->
  </DIV>
  
  <!-- PAGEBREAK -->
  <P><HR noshade><P>
  <H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
  
  <DIV style="font-family: 'Times New Roman',Times,serif">
  
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">subject to the information reporting requirements of the Securities Exchange Act
  of 1934, and accordingly we are required to file annual, quarterly and special reports, proxy
  statements and other information with the SEC.
  </DIV>
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You can read and copy our SEC filings, including the registration statement, on the Internet
  at the SEC&#146;s website at <I>www.sec.gov</I>. You can also read and copy any document we file with the SEC
  at its public reference room
  at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
  further information on the operation of the public reference room.
  </DIV>
  <DIV align="left">
  <A name="111"></A>
  </DIV>
  
  <DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION<BR>
  FOR SECURITIES ACT LIABILITIES</B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145 of the Delaware General Corporation Law, as amended, authorizes us to indemnify
  any director or officer under certain prescribed circumstances and subject to certain limitations
  against certain costs and expenses, including attorney&#146;s fees actually and reasonably incurred in
  connection with any action, suit or proceeding, whether civil, criminal, administrative or
  investigative, to which a person is a party by reason of being one of our directors or officers if
  it is determined that such person acted in accordance with the applicable standard of conduct set
  forth in such statutory provisions. Our Certificate of Incorporation contains provisions relating
  to the indemnification of director and officers and our Bylaws extend such indemnities for our
  directors to the full extent permitted by Delaware law. We may also purchase and maintain insurance
  for the benefit of any director or officer, which may cover claims for which we could not indemnify
  such persons.
  </DIV>
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
  permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or
  otherwise, we have been advised that in the opinion of the SEC, such indemnification is against
  public policy as expressed in the Act and is, therefore, unenforceable.
  </DIV>
  
  
  <P align="center" style="font-size: 10pt"><!-- Folio -->13<!-- /Folio -->
  </DIV>
  
  <!-- PAGEBREAK -->
  <P><HR noshade><P>
  <H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
  
  <DIV style="font-family: 'Times New Roman',Times,serif">
  
  
  
  
  <DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>CONVERTED ORGANICS INC.</B>
  </DIV>
  
  
  <DIV align="center" style="font-size: 10pt; margin-top: 18pt"><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>
  </DIV>
  
  
  <DIV align="Center" style="font-size: 10pt; margin-top: 6pt">133,000 SHARES OF COMMON STOCK
  
  </DIV>
  
  <DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>
  
  </DIV>
  
  <DIV align="Center" style="font-size: 10pt; margin-top: 6pt">PROSPECTUS<BR>
  <DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>
  
  </DIV>
  
  <DIV align="Center" style="font-size: 10pt; margin-top: 6pt">June&nbsp;6, 2008
  
  </DIV>
  
  
  <P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
  </DIV>
  
  <!-- PAGEBREAK -->
  <P><HR noshade><P>
  <H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
  
  <DIV style="font-family: 'Times New Roman',Times,serif">
  
  
  
  <!-- link1 "PART II" -->
  
  <DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PART II</B>
  </DIV>
  
  
  <DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>
  
  </DIV>
  <!-- link2 "Item&nbsp;3. Incorporation of Documents by Reference." -->
  
  <DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;3. Incorporation of Documents by Reference.</B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant hereby incorporates by reference into this Registration Statement the documents
  listed below. In addition, all documents subsequently filed pursuant to Sections&nbsp;13(a), 13(c), 14
  and 15(d) of the Securities Exchange Act of 1934 (the &#147;Exchange Act&#148;), prior to the filing of a
  post-effective amendment which indicates that all securities offered have been sold or which
  deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference
  into this Registration Statement and to be a part hereof from the date of filing of such documents:
  </DIV>
  
  <DIV style="margin-top: 6pt">
  <TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
  
  <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
      <TD width="2%" style="background: transparent">&nbsp;</TD>
      <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
      <TD width="1%">&nbsp;</TD>
      <TD>Our Annual Report on Form 10-KSB/A for the year ended December&nbsp;31, 2007, filed with
  the SEC on May&nbsp;8, 2008;</TD>
  </TR>
  
  <TR>
      <TD style="font-size: 6pt">&nbsp;</TD>
  </TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
      <TD width="2%" style="background: transparent">&nbsp;</TD>
      <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
      <TD width="1%">&nbsp;</TD>
      <TD>Our Quarterly Report on Form 10-Q for the quarter ended March&nbsp;31, 2008, filed with
  the SEC on May&nbsp;15, 2008;</TD>
  </TR>
  
  <TR>
      <TD style="font-size: 6pt">&nbsp;</TD>
  </TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
      <TD width="2%" style="background: transparent">&nbsp;</TD>
      <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
      <TD width="1%">&nbsp;</TD>
      <TD>Our Current Reports on Form 8-K, filed with the SEC on January&nbsp;15, 2008; January&nbsp;29,
  2008 (as amended on May&nbsp;8, 2008); March&nbsp;13, 2008; April&nbsp;4, 2008; April&nbsp;11, 2008; and
  April&nbsp;30, 2008; and</TD>
  </TR>
  
  <TR>
      <TD style="font-size: 6pt">&nbsp;</TD>
  </TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
      <TD width="2%" style="background: transparent">&nbsp;</TD>
      <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
      <TD width="1%">&nbsp;</TD>
      <TD>The description of our common stock contained in Forms 8-A filed on February&nbsp;8, 2007
  and May&nbsp;30, 2007 and any amendments or reports filed for the purpose of updating such
  description.</TD>
  </TR>
  
  </TABLE>
  </DIV>
  <!-- link2 "Item&nbsp;4. Description of Securities." -->
  
  <DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;4. Description of Securities.</B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
  </DIV>
  <!-- link2 "Item&nbsp;5. Interests of Named Experts and Counsel." -->
  
  <DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;5. Interests of Named Experts and Counsel.</B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
  </DIV>
  <!-- link2 "Item&nbsp;6. Indemnification of Directors and Officers." -->
  
  <DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;6. Indemnification of Directors and Officers.</B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145 of the Delaware General Corporation Law, as amended, authorizes us to Indemnify
  any director or officer under certain prescribed circumstances and subject to certain limitations
  against certain costs and expenses, including attorney&#146;s fees actually and reasonably incurred in
  connection with any action, suit or proceeding, whether civil, criminal, administrative or
  investigative, to which a person is a party by reason of being one of our directors or officers if
  it is determined that such person acted in accordance with the applicable standard of conduct set
  forth in such statutory provisions. Our Certificate of Incorporation contains provisions relating
  to the indemnification of director and officers and our Bylaws extend such indemnities for our
  directors to the full extent permitted by Delaware law. We may also purchase and maintain insurance
  for the benefit of any director or officer, which may cover claims for which the Company could not
  indemnify such persons.
  </DIV>
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
  permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or
  otherwise, we have been advised that in the opinion of the SEC, such indemnification is against
  public policy as expressed in the Act and is, therefore, unenforceable.
  </DIV>
  
  <P align="center" style="font-size: 10pt"><!-- Folio -->II-1<!-- /Folio -->
  </DIV>
  
  <!-- PAGEBREAK -->
  <P><HR noshade><P>
  <H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
  
  <DIV style="font-family: 'Times New Roman',Times,serif">
  <!-- link2 "Item&nbsp;7. Exemption from Registration Claimed." -->
  
  <DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;7. Exemption from Registration Claimed.</B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The 133,000 shares of common stock to be sold by the selling shareholders pursuant to this
  registration statement were issued upon the exercise of stock options issued pursuant the
  Registrant&#146;s 2006 Stock Option Plan, as amended. The stock options and the common stock issued
  upon exercise of the stock options were issued pursuant to the exemption from registration provided
  by Section&nbsp;4(2) of the Securities Act of 1933, as amended.
  </DIV>
  <!-- link2 "Item&nbsp;8. Exhibits." -->
  
  <DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;8. Exhibits.</B>
  </DIV>
  
  <DIV align="center">
  <TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
  <!-- Begin Table Head -->
  <TR valign="bottom">
      <TD width="5%">&nbsp;</TD>
      <TD width="3%">&nbsp;</TD>
      <TD width="90%">&nbsp;</TD>
  </TR>
  <TR style="font-size: 8pt" valign="bottom">
      <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Exhibit<br> Number</B></TD>
      <TD>&nbsp;</TD>
      <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Description</B></TD>
  </TR>
  
  <!-- End Table Head -->
  <!-- Begin Table Body -->
  <TR valign="bottom">
      <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
  </DIV></TD>
      <TD>&nbsp;</TD>
      <TD align="left" valign="top">Opinion of Cozen O&#146;Connor</TD>
  </TR>
  <TR valign="bottom">
      <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.1
  </DIV></TD>
      <TD>&nbsp;</TD>
      <TD align="left" valign="top">2006 Stock Option Plan, as amended</TD>
  </TR>
  <TR valign="bottom">
      <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
  </DIV></TD>
      <TD>&nbsp;</TD>
      <TD align="left" valign="top">Consent of Cozen O&#146;Connor (included in Exhibit&nbsp;5.1)</TD>
  </TR>
  <TR valign="bottom">
      <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
  </DIV></TD>
      <TD>&nbsp;</TD>
      <TD align="left" valign="top">Consent of Carlin, Charron &#038; Rosen LLP</TD>
  </TR>
  <!-- End Table Body -->
  </TABLE>
  </DIV>
  
  <!-- link2 "Item&nbsp;9. Undertakings." -->
  
  <DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;9. Undertakings.</B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;The undersigned Registrant hereby undertakes to:
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) File, during any period in which offers or sells are being made, a post-effective
  amendment to this registration statement to include any material information with respect to
  the plan of distribution not previously disclosed in the registration statement or any
  material change to such information in the registration statement.
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) For determining liability under the Securities Act, treat each post-effective
  amendment as a new registration statement of the securities offered, and the offering of the
  securities at the time to be the initial <I>bona fide </I>offering.
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) File a post-effective amendment to remove from registration any of the securities
  that remain unsold at the end of the offering.
  </DIV>
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;The undersigned Registrant hereby undertakes that, for the purposes of determining any
  liability under the Securities Act, each filing of the Registrant&#146;s annual report pursuant to
  Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an
  employee benefit plan&#146;s annual report pursuant to Section 15(d) of the Securities Exchange Act of
  1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new
  registration statement relating to the securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona fide offering thereof.
  </DIV>
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;Insofar as indemnification for liabilities arising under the Securities Act of 1933 may
  be permitted to directors, officers and controlling persons of the registrant pursuant to the
  foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
  Securities and Exchange Commission such indemnification is against public policy as expressed in
  the Act and is, therefore, unenforceable. In the event that a claim for indemnification against
  such liabilities (other than the payment by the registrant of expenses incurred or paid by a
  director, officer, or controlling person of the registrant in the successful defense of any action,
  suit or proceeding) is asserted by such director, officer or controlling person in connection with
  the securities being registered, the registrant will, unless in the opinion of its counsel the
  matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
  question whether such indemnification by it is against public policy as expressed in the Act and
  will be governed by the final adjudication of such issue.
  </DIV>
  
  
  <P align="center" style="font-size: 10pt"><!-- Folio -->II-2<!-- /Folio -->
  </DIV>
  
  <!-- PAGEBREAK -->
  <P><HR noshade><P>
  <H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
  
  <DIV style="font-family: 'Times New Roman',Times,serif">
  
  
  
  <!-- link1 "SIGNATURES" -->
  
  <DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SIGNATURES</B>
  </DIV>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it
  has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
  has duly caused this registration statement to be signed on its behalf by the undersigned,
  thereunto duly authorized, in the City of Boston, Commonwealth of
  Massachusetts, on June&nbsp;6, 2008.
  </DIV>
  
  <TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
  <TR>
      <TD width="48%">&nbsp;</TD>
      <TD width="1%">&nbsp;</TD>
      <TD width="1%">&nbsp;</TD>
      <TD width="35%">&nbsp;</TD>
      <TD width="15%">&nbsp;</TD>
  </TR>
  <TR>
      <TD valign="top" align="left">&nbsp;</TD>
      <TD colspan="3" align="left"><B>CONVERTED ORGANICS INC.</B><BR>
  &nbsp;</TD>
      <TD>&nbsp;</TD>
  </TR><TR>
      <TD align="left">&nbsp;</TD>
      <TD valign="top">By:&nbsp;&nbsp;</TD>
      <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Edward J. Gildea
  &nbsp;</TD>
      <TD>&nbsp;</TD>
  </TR><TR>
      <TD align="left">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD colspan="2" align="left">Edward J. Gildea&nbsp;</TD>
      <TD>&nbsp;</TD>
  </TR><TR>
      <TD align="left">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD colspan="2" align="left">President, Chief Executive Officer<br>
  and Chairman of the Board&nbsp;</TD>
      <TD>&nbsp;</TD>
  </TR>
  <TR>
      <TD colspan="5">&nbsp;</TD>
  </TR>
  </TABLE>
  
  
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this registration statement has
  been signed by the following persons in the capacities and on the date indicated:
  </DIV>
  <DIV align="center">
  <TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
  <!-- Begin Table Head -->
  <TR valign="bottom">
      <TD width="40%">&nbsp;</TD>
      <TD width="3%">&nbsp;</TD>
      <TD width="40%">&nbsp;</TD>
      <TD width="3%">&nbsp;</TD>
      <TD width="14%">&nbsp;</TD>
  </TR>
  <TR style="font-size: 8pt" valign="bottom">
      <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Signature</B></TD>
      <TD>&nbsp;</TD>
      <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Title</B></TD>
      <TD>&nbsp;</TD>
      <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Date</B></TD>
  </TR>
  
  <!-- End Table Head -->
  <!-- Begin Table Body -->
  <TR valign="bottom"><!-- Blank Space -->
      <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
      <TD>&nbsp;</TD>
      <TD align="left" valign="top">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD align="center" valign="top">&nbsp;</TD>
  </TR>
  <TR valign="bottom">
      <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Edward J. Gildea
  <DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
  Edward J. Gildea
  </DIV></TD>
      <TD>&nbsp;</TD>
      <TD align="left" valign="top">President, Chief Executive
  Officer<br> and Chairman of the
  Board
  </TD>
      <TD>&nbsp;</TD>
      <TD align="center" valign="top">June&nbsp;6, 2008</TD>
  </TR>
  <TR valign="bottom"><!-- Blank Space -->
      <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
      <TD>&nbsp;</TD>
      <TD align="left" valign="top">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD align="center" valign="top">&nbsp;</TD>
  </TR>
  <TR valign="bottom">
      <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ David R. Allen
  <DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
  David R. Allen
  </DIV></TD>
      <TD>&nbsp;</TD>
      <TD align="left" valign="top">Chief Financial Officer<BR>
  (Principal Financial
  Officer)
  </TD>
      <TD>&nbsp;</TD>
      <TD align="center" valign="top">June&nbsp;6, 2008</TD>
  </TR>
  <TR valign="bottom"><!-- Blank Space -->
      <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
      <TD>&nbsp;</TD>
      <TD align="left" valign="top">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD align="center" valign="top">&nbsp;</TD>
  </TR>
  <TR valign="bottom">
      <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Ellen P. O&#146;Neil
  <DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
  Ellen P. O&#146;Neil
  </DIV></TD>
      <TD>&nbsp;</TD>
      <TD align="left" valign="top">Director of Finance and
  
  Accounting<br>
   (Principal
  
  Accounting Officer)
  </TD>
      <TD>&nbsp;</TD>
      <TD align="center" valign="top">June&nbsp;6, 2008</TD>
  </TR>
  <TR valign="bottom"><!-- Blank Space -->
      <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
      <TD>&nbsp;</TD>
      <TD align="left" valign="top">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD align="center" valign="top">&nbsp;</TD>
  </TR>
  <TR valign="bottom">
      <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Peter J. Townsley
  <DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
  </DIV></TD>
      <TD>&nbsp;</TD>
      <TD align="left" valign="top">Director&nbsp;
  </TD>
      <TD>&nbsp;</TD>
      <TD align="center" valign="top">June&nbsp;6, 2008</TD>
  </TR>
  <TR valign="bottom">
      <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Peter J. Townsley</DIV></TD>
      <TD>&nbsp;</TD>
      <TD align="left" valign="top">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD align="center" valign="top">&nbsp;</TD>
  </TR>
  <TR valign="bottom"><!-- Blank Space -->
      <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
      <TD>&nbsp;</TD>
      <TD align="left" valign="top">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD align="center" valign="top">&nbsp;</TD>
  </TR>
  <TR valign="bottom">
      <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Edward A. Stoltenberg
  <DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
  </DIV></TD>
      <TD>&nbsp;</TD>
      <TD align="left" valign="top">Director&nbsp;
  </TD>
      <TD>&nbsp;</TD>
      <TD align="center" valign="top">June&nbsp;6, 2008</TD>
  </TR>
  <TR valign="bottom">
      <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Edward A. Stoltenberg</DIV></TD>
      <TD>&nbsp;</TD>
      <TD align="left" valign="top">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD align="center" valign="top">&nbsp;</TD>
  </TR>
  <TR valign="bottom"><!-- Blank Space -->
      <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
      <TD>&nbsp;</TD>
      <TD align="left" valign="top">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD align="center" valign="top">&nbsp;</TD>
  </TR>
  <TR valign="bottom">
      <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Robert E. Cell
  <DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
  </DIV></TD>
      <TD>&nbsp;</TD>
      <TD align="left" valign="top">Director&nbsp;
  </TD>
      <TD>&nbsp;</TD>
      <TD align="center" valign="top">June&nbsp;6, 2008</TD>
  </TR>
  <TR valign="bottom">
      <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Robert E. Cell</DIV></TD>
      <TD>&nbsp;</TD>
      <TD align="left" valign="top">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD align="center" valign="top">&nbsp;</TD>
  </TR>
  <TR valign="bottom"><!-- Blank Space -->
      <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
      <TD>&nbsp;</TD>
      <TD align="left" valign="top">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD align="center" valign="top">&nbsp;</TD>
  </TR>
  <TR valign="bottom">
      <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ John P. DeVillars
  <DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
  </DIV></TD>
      <TD>&nbsp;</TD>
      <TD align="left" valign="top">Director&nbsp;
  </TD>
      <TD>&nbsp;</TD>
      <TD align="center" valign="top">June&nbsp;6, 2008</TD>
  </TR>
  <TR valign="bottom">
      <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">John P. DeVillars</DIV></TD>
      <TD>&nbsp;</TD>
      <TD align="left" valign="top">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD align="center" valign="top">&nbsp;</TD>
  </TR>
  <!-- End Table Body -->
  </TABLE>
  </DIV>
  
  
  
  <P align="center" style="font-size: 10pt"><!-- Folio -->III-3<!-- /Folio -->
  </DIV>
  
  
  
  </BODY>
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metadata_filer: {"company-data": {"conformed-name": "Converted Organics Inc.", "cik": "0001366340", "assigned-sic": "2870", "irs-number": "204075963", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-151505", "film-number": "08885961"}, "business-address": {"street1": "7A COMMERCIAL WHARF WEST", "city": "BOSTON", "state": "MA", "zip": "02110", "phone": "617 624 0111"}, "mail-address": {"street1": "7A COMMERCIAL WHARF WEST", "city": "BOSTON", "state": "MA", "zip": "02110"}}
text: sv8
  As filed with the Securities and Exchange Commission
  on June 6, 2008
  Reg. No. 333-
  SECURITIES AND EXCHANGE COMMISSION
  Washington, D.C. 20549
  FORM S-8
  REGISTRATION STATEMENT
  UNDER
  THE SECURITIES ACT OF 1933
  CONVERTED ORGANICS INC.
  (Exact name of registrant as specified in its charter)
  Delaware
  204075963
  (State or Other Jurisdiction
  of Incorporation or Organization)
  (I.R.S. Employer Identification No.)
  7A Commercial Wharf West
  Boston, MA 02110
  (617) 624-0111
  (Address of Principal Executive Offices)
  2006 Stock Option Plan
  (Full title of plan)
  Edward J. Gildea
  7A Commercial Wharf West
  Boston, MA 02110
  (617) 624-0111
  (Name, address, and telephone number of agent for service)
  With a copy to:
  Ralph V. De Martino, Esq.
  Cavas S. Pavri, Esq.
  Cozen O'Connor
  The Army and Navy Building
  1627 I Street, NW
  Suite 1100
  Washington, DC 20006
  (202) 912-4800
  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 definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
  Large accelerated filer
  o
  Accelerated filer
  o
  Non-accelerated filer
  o
  (Do not check if a smaller reporting company)
  Smaller reporting company
  þ
  CALCULATION OF REGISTRATION FEE
  Proposed Maximum
  Proposed Maximum
  Title of each class of securities
  Amount to be
  Offering Price Per
  Aggregate Offering
  Amount of
  to be registered
  Registered (4)
  Security (3)
  Price
  Registration Fee
  Common Stock, $.0001 par value
  per share
  1,533,667
  (1)
  $
  6.35
  $
  9,738,786
  $
  382
  Common Stock, $.0001 par value
  per share
  133,000
  (2)
  $
  6.35
  $
  844,550
  $
  34
  Total
  1,666,667
  $
  10,583,336
  $
  416
  (1)
  Represents shares of common stock reserved for issuance under our under the 2006 Stock
  Option Plan, as amended.
  (2)
  Represents shares of common stock previously issued upon the exercise stock options
  issued pursuant to our 2006 Option Plan, as amended, which are subject to the reoffer
  prospectus included herein.
  (3)
  Estimated solely for purposes of calculating the registration fee in accordance with
  Rule 457(c) under the Securities Act of 1933, using the average of the high and low price
  as reported on Nasdaq Capital Market on May 30, 2008.
  (4)
  Pursuant to Rule 416 under the Securities Act of 1933, as amended, the number of shares
  of common stock registered hereunder will be adjusted in the event of stock splits, stock
  dividends or similar transactions.
  EXPLANATORY NOTE
  The purpose of this registration statement is to register 1,533,667 shares of the common stock
  of Converted Organics Inc. (the "Company" or "Registrant") issuable under the Company's 2006 Stock
  Option Plan, as amended, for offer and sale. This Registration Statement includes a reoffer
  prospectus prepared in accordance General Instruction C of Form S-8 and in accordance with the
  requirements of Part I of Form S-3. The reoffer prospectus may be used for reoffers of 133,000
  shares of common stock previously acquired through the exercise of stock options defined as
  "restricted securities" under General Instruction C to Form S-8 pursuant to grants made under the
  Company's 2006 Stock Option Plan, as amended.
  PART I
  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  This Registration Statement relates to two separate prospectuses.
  Section 10(a) Prospectus
  : Items 1 and 2, from this page, and the documents incorporated by
  reference pursuant to Part II, Item 3 of this prospectus, constitute a prospectus that meets the
  requirements of Section 10(a) of the Securities Act of 1933, as amended (the "Securities Act").
  Reoffer Prospectus
  : The material that follows Item 2, up to but not including Part II of
  this Registration Statement, of which the reoffer prospectus is a part, constitutes a "reoffer
  prospectus," prepared in accordance with the requirements of Part I of Form S-3 under the
  Securities Act. Pursuant to Instruction C of Form S-8, the reoffer prospectus may be used for
  reoffers or resales of common shares which are deemed to be "control securities" or "restricted
  securities" under the Securities Act that have been acquired by the selling shareholders named in
  the reoffer prospectus.
  Item 1. Plan Information.
  Converted Organics Inc. (sometimes referred to as "we", "us", "our", "the Company", or "Converted
  Organics") will provide each participant (the "Recipient") with documents that contain information
  related to our 2006 Stock Option Plan, as amended, and other information including, but not limited
  to, the disclosure required by Item 1 of Form S-8, which information is not filed as a part of this
  Registration Statement on Form S-8 (the "Registration Statement"). The foregoing information and
  the documents incorporated by reference in response to Item 3 of Part II of this Registration
  Statement taken together constitute a prospectus that meets the requirements of Section 10(a) of
  the Securities Act. A Section 10(a) prospectus will be given to each Recipient who receives common
  shares covered by this Registration Statement, in accordance with Rule 428(b)(1) under the
  Securities Act.
  Item 2. Registrant Information and Employee Plan Annual Information.
  We will provide to each Recipient a written statement advising it of the availability of documents
  incorporated by reference in Item 3 of Part II of this Registration Statement and of documents
  required to be delivered pursuant to Rule 428(b) under the Securities Act without charge and upon
  written or oral notice by contacting:
  David R. Allen, Chief Financial Officer
  Converted Organics Inc.
  7A Commercial Wharf West
  Boston, MA 02110
  (617) 624-0111
  *
  Information required by Part I to be contained in Section 10(a) prospectus is omitted from
  the Registration Statement in accordance with Rule 428 under the Securities Act of 1933, and Note
  to Part I of Form S-8.
  REOFFER PROSPECTUS
  Converted Organics Inc.
  133,000 Shares of
  Common Stock
  This reoffer prospectus relates to the offer and resale of 133,000 shares of our common stock
  that may be offered and resold from time to time by the two existing selling shareholders
  identified in this prospectus for their own account, which were previously issued upon the exercise
  of stock options pursuant to our 2006 Stock Option Plan, as amended. We will receive no part of
  the proceeds from sales made under this reoffer prospectus. The selling shareholders will bear all
  sales commissions and similar expenses. Any other expenses incurred by us in connection with the
  registration and offering and not borne by the selling shareholders will be borne by us.
  The selling shareholders and any brokers executing selling orders on their behalf may be
  deemed to be "underwriters" within the meaning of the Securities Act, in which event commissions
  received by such brokers may be deemed to be underwriting commissions under the Securities Act.
  Our common stock is quoted on the Nasdaq Capital Market under the symbol COIN. The closing
  sale price for our common stock on May 30, 2008 was $6.25 per share.
  These are speculative securities. Investing in our common stock involves significant risks.
  You should purchase the common stock only if you can afford a complete loss of your investment. See
  "Risk Factors" beginning on page 3 of this reoffer prospectus.
  NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
  APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR
  COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
  The
  date of this prospectus is June 6, 2008.
  CONVERTED ORGANICS INC.
  TABLE OF CONTENTS
  Page
  Prospectus Summary
  1
  Risk Factors
  2
  Special Note Regarding Forward-Looking Statements
  9
  Determination of Offering Price
  10
  Selling Stockholders
  10
  Plan of Distribution
  10
  Legal Matters
  11
  Experts
  11
  Incorporation of Certain Documents by Reference
  12
  Where You Can Find More Information
  12
  Disclosure of Commission Position on Indemnification For Securities Act Liabilities
  13
  NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
  REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION WITH
  THE OFFERING MADE HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
  MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY OTHER
  PERSON. INFORMATION CONTAINED ON OUR WEBSITE DOES NOT CONSTITUTE A PART OF THIS
  PROSPECTUS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
  SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE
  IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT
  CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
  OFFERED HEREBY BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS
  NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
  QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
  SOLICITATION.
  PROSPECTUS SUMMARY
  We are registering 133,000 shares of common stock previously acquired by the selling
  shareholders upon their exercise of stock options issued to the selling shareholders pursuant to
  our 2006 Stock Option Plan. The shares of common stock are "restricted securities" under the
  Securities Act. This reoffer prospectus has been prepared for the purposes of registering the
  common stock under the Securities Act to allow for future sales by the selling shareholders on a
  continuous or delayed basis to the public without restriction.
  Since we do not currently meet the registrant requirements for use of Form S-3, the amount of
  common stock which may be resold by means of this reoffer prospectus by each of the selling
  stockholders, and any other person with whom he is acting in concert for the purpose of selling our
  securities, must not exceed, in any three month period, the amount specified in Rule 144(e)
  promulgated under the Securities Act.
  Our principal business office is located at 7A Commercial Wharf West, Boston, Massachusetts
  02110, and our telephone number is (617) 624-0111. Our website address is
  www.convertedorganics.com. Information contained on our website or any other website does not
  constitute part of this prospectus.
  This Offering
  Common stock outstanding before the offering
  5,554,277 shares as of May 12, 2008.
  Common stock offered by selling stockholders
  133,000 shares.
  Nasdaq Capital Market Symbol
  COIN
  Risk Factors
  Investing in our common stock
  involves a high degree of risk. As
  an investor you should be able to
  bear a complete loss of your
  investment. You should carefully
  consider the information set forth
  in the "Risk Factors" section of
  this prospectus.
  Unless the context indicates otherwise, all share and per-share common stock information in
  this prospectus:
  •
  assumes no additional exercises of the Class A and Class B warrants;
  •
  assumes no additional exercises of the representative's warrant we issued in
  connection with our initial public offering;
  •
  assumes no issuance of stock dividends pursuant to our stock dividend program after
  April 14, 2008; and
  •
  excludes 513,000 shares underlying outstanding options under our 2006 Stock Option
  Plan, as amended; and
  •
  excludes 1,013,667 shares reserved under our 2006 Stock Option Plan, as amended, for
  future issuance.
  1
  RISK FACTORS
  If you purchase our common stock, you will assume a high degree of risk. In deciding whether
  to invest, you should carefully consider the following risk factors, as well as the other
  information contained elsewhere in this prospectus, including in the documents we incorporate by
  reference into this prospectus. Any of the following risks, as well as other risks and
  uncertainties discussed in this prospectus, including in the documents we incorporate by reference
  into this prospectus, could have a material adverse effect on our business, financial condition,
  results of operations or prospects and cause the value of our common stock to decline, which could
  cause you to lose all or part of your investment.
  Risks Relating to Our Business
  We are an early-stage venture with limited operating history, and our prospects are difficult to
  evaluate.
  Until the first quarter of 2008 when we initially began to report revenues, we had not
  operated any facility, nor had we sold any products. Our activities have been limited to developing
  our business, and consequently there is no historical financial information related to operations
  available upon which you may base your evaluation of our business and prospects. The revenue and
  income potential of our business is unproven. If we are unable to develop our business, we will not
  achieve our goals and could suffer economic loss or collapse, which may have a material negative
  effect on our financial performance.
  We expect to incur significant losses for some time, and we may never operate profitably.
  For the period from May 2, 2003 (inception of our predecessor companies) through March 31,
  2008, we incurred an accumulated net loss of approximately $12.8 million. Despite generating
  revenue from our Gonzales facility beginning in February 2008, we will continue to incur
  significant losses. In order to achieve profitability, we must successfully complete the
  construction of our proposed Woodbridge, New Jersey facility, the expansion of our Gonzales,
  California facility, and become fully operational at each facility. There is no assurance that we
  will be successful in our efforts to build and operate an organic waste conversion facility. Even
  if we successfully meet our objectives and begin full operations, there is no assurance that we
  will be able to operate or maintain profitability.
  We are generating nominal cash flow from operations, have limited sources of liquidity, and are
  restricted in our ability to borrow additional funds.
  We commenced operations at our Gonzales facility in the first quarter of 2008, and this
  facility is our sole means of generating internal cash. Approximately $14.6 million of the net
  proceeds from our February 2007 equity and bond offerings, together with $4.6 million of lease
  financing provided by the landlord, will be used to build our Woodbridge facility, which is
  expected to commence operations at the end of the second quarter of 2008. We believe that the
  remaining $10.8 million net proceeds from the equity and bond offerings, along with the proceeds of
  the exercise of our publicly held Class A Warrants, which totaled approximately $6.0 million during
  the first quarter of 2008, and revenues from the Gonzales facility, will be sufficient to sustain
  our operations until the Woodbridge facility is completed, and, if the completion is delayed, until
  at least the end of 2008. Notwithstanding the foregoing, we will be required to raise additional
  funds in order to build our planned facility in Rhode Island, to refinance our current debt, or if
  we were to encounter unexpected expenses in connection with our operations. We do not have any
  commitments for additional equity or debt funding, and, moreover, we would not be permitted to
  borrow any future funds unless we obtain the consent of the bondholders of the New Jersey Economic
  Development Bonds.
  If we are unable to manage our transition to an operating company effectively, our operating
  results will be adversely affected.
  Failure to manage effectively our transition to an operating company will harm our business.
  To date, substantially all of our activities and resources have been directed at developing our
  business plan, arranging financing, licensing technology, obtaining permits and approvals, securing
  a lease for our Woodbridge facility and
  2
  options for additional facilities, and purchasing and
  upgrading our Gonzales facility. The transition to a converter of waste and manufacturer and vendor
  of fertilizer products requires effective planning and management. In addition,
  future expansion will be expensive and will likely strain our management and other resources. We
  may not be able to easily transfer our skills to operating a facility or otherwise effectively
  manage our transition to an operating company.
  Our plan to develop relationships with strategic partners and vendors may not be successful.
  As part of our business strategy, we will need to develop short- and long-term relationships
  with strategic partners and vendors to conduct growth trials and other research and development
  activities, to assess technology, to engage in marketing activities, and to enter into waste
  collection, real estate development and construction agreements. For these efforts to succeed, we
  must identify partners and vendors whose competencies complement ours. We must also enter into
  agreements with them on attractive terms and integrate and coordinate their resources and
  capabilities with our own. If we are unsuccessful in our collaborative efforts, our ability to
  develop and market products could be severely limited or delayed.
  We may be unable to effectively implement new transaction accounting, operational and financial
  systems.
  To manage our operations, we will be required to implement complex transaction accounting,
  operational and financial systems, procedures and controls, and to retain personnel experienced in
  the use of these systems. Deficiencies in the design and operation of our systems, procedures and
  controls, including internal controls, could adversely affect our ability to record, process,
  summarize and report material financial information. Our planned systems, procedures and controls
  may be inadequate to support our future operations.
  Our future success is dependent on our existing key employees, and hiring and assimilating new key
  employees, and our inability to attract or retain key personnel in the future would materially harm
  our business and results of operations.
  Our success depends on the continuing efforts and abilities of our current management team. In
  addition, our future success will depend, in part, on our ability to attract and retain highly
  skilled employees, including management, technical and sales personnel. The loss of services of any
  of our key personnel, the inability to attract or retain key personnel in the future, or delays in
  hiring required personnel could materially harm our business and results of operations. We may be
  unable to identify and attract highly qualified employees in the future. In addition, we may not be
  able to successfully assimilate these employees or hire qualified personnel to replace them.
  Constructing and equipping our Woodbridge facility may take longer and cost more than we expect.
  Equipping and completing our Woodbridge facility has required and will continue to require a
  significant investment of capital and substantial engineering expenditures, and is subject to
  significant risks, including risks of delays, equipment problems, cost overruns, including the cost
  of raw materials such as stainless steel, and other start-up and operating difficulties. Our
  conversion processes at the Woodbridge facility will use custom-built, patented equipment that may
  not be delivered and installed in our facility in a timely manner for many reasons, including but
  not limited to the inability of the supplier of this equipment to perform. In addition, this
  equipment may take longer and cost more to debug than planned and may never operate as designed. If
  we experience any of these or similar difficulties, we may be unable to complete our Woodbridge
  facility, and our results may be materially affected. We also may encounter similar difficulties
  in constructing and equipping our future facilities which may also have a material and adverse
  effect on our operating results.
  We have little or no experience in the organic waste or fertilizer industries, which increases the
  risk of our inability to build and operate our facilities.
  We are currently, and are likely for some time to continue to be, dependent upon our present
  management team. Most of these individuals are experienced in business generally, but not
  organizing the construction, equipping and start up of an organic waste conversion facility, and
  governing and operating a public company. In addition,
  3
  none of our directors has any experience in the organic waste or fertilizer products industries. As a result, we may not develop our business
  successfully.
  We will depend on contractors unrelated to us to build our Woodbridge facility, and their failure
  to perform could harm our business, and hinder our ability to operate profitably.
  We have entered into guaranteed maximum price contracts with construction, mechanical, and
  electrical contractors to build our Woodbridge facility. Although we believe each of these
  companies is qualified, we have no prior experience with any of them. If any company were to fail
  to perform, there is no assurance that we would be able to obtain a suitable replacement on a
  timely basis.
  We license technology for our Woodbridge facility from a third party, and our failure to perform
  under the terms of the license could result in material adverse consequences.
  We intend to use certain licensed technology and patented pieces of process equipment in our
  Woodbridge facility that will be obtained from International Bio-Recovery Corporation, or IBRC. The
  license contains various performance criteria, and if we fail to perform under the terms of the
  license, the license may be terminated by the licensor, and we will have to modify our process and
  employ other equipment that may not be available on a timely basis or at all. If we are unable to
  use different technology and equipment, we may not be able to operate the Woodbridge facility
  successfully. If the license agreement is terminated or held invalid for any reason, or if it is
  determined that IBRC has improperly licensed its process to us, the occurrence of such event will
  adversely affect our Woodbridge operations and revenues.
  The EATAD technology we will use to operate our Woodbridge facility is unproven at the scale we
  intend to operate.
  While IBRC has operated a facility in British Columbia using the Enhanced Autothermal
  Thermophilic Aerobic Digestion process, or EATAD, its plant is smaller than our planned Woodbridge
  facility. IBRC developed the initial drawings for our Woodbridge facility, but neither IBRC nor we
  have operated a plant of the proposed size.
  Our Woodbridge facility site may have unknown environmental problems that could be expensive and
  time consuming to correct, which may delay construction and delay our ability to generate revenue.
  There can be no assurance that we will not encounter hazardous environmental conditions at the
  Woodbridge facility site or any additional facility sites that may delay the construction of our
  organic waste conversion facilities. Upon encountering a hazardous environmental condition, our
  contractor may suspend work in the affected area. If we receive notice of a hazardous environmental
  condition, we may be required to correct the condition prior to continuing construction. The
  presence of a hazardous environmental condition will likely delay construction of the particular
  facility and may require significant expenditures to correct the environmental condition. If we
  encounter any hazardous environmental conditions during construction that require time or money to
  correct, such event could delay our ability to generate revenue.
  We may not be able to successfully operate our Woodbridge facility.
  Although we intend to hire a firm with substantial operational experience to operate our
  Woodbridge facility, we have not developed or operated any manufacturing facilities of any kind.
  Our Woodbridge facility, if completed, would be the first commercial facility of its kind in the
  United States and may not function as anticipated. In addition, the control of the manufacturing
  process will require operators with extensive training and experience which may be difficult to
  attain.
  4
  Our lack of business diversification may have a material negative effect on our financial
  performance.
  We expect to have only two planned products to sell to customers to generate revenue: dry and
  liquid soil amendment products. We do not expect to have any other products. Although we also
  expect to receive "tip" fees, our lack of business diversification could have a material adverse
  effect on our operations.
  We may not be able to manufacture products from our planned facilities in commercial quantities or
  sell them at competitive prices.
  To date, we have not produced any products other than from our Gonzales facility. We may not
  be able to manufacture products from our Woodbridge facility or other planned facilities in
  commercial quantities or sell them at prices competitive with other similar products.
  We may be unable to establish marketing and sales capabilities necessary to commercialize and gain
  market acceptance for our potential products.
  We currently have limited sales and marketing capabilities. We will need to either hire sales
  personnel with expertise in the markets we intend to address or contract with others to provide
  sales support. Co-promotion or other marketing arrangements to commercialize our planned products
  could significantly limit the revenues we derive from our products, and these parties may fail to
  commercialize these products successfully. Our planned products address different markets and can
  be offered through multiple sales channels. Addressing each market effectively will require sales
  and marketing resources tailored to the particular market and to the sales channels that we choose
  to employ, and we may not be able to develop such specialized marketing resources.
  Pressure by our customers to reduce prices and agree to long-term supply arrangements may adversely
  affect our net sales and profit margins.
  Our current and potential customers, especially large agricultural companies, are often under
  budgetary pressure and are very price sensitive. Our customers may negotiate supply arrangements
  with us well in advance of delivery dates, thereby requiring us to commit to product prices before
  we can accurately determine our final costs. If this happens, we may have to reduce our conversion
  costs and obtain higher volume orders to offset lower average sales prices. If we are unable to
  offset lower sales prices by reducing our costs, our gross profit margins will decline, which could
  have a material negative effect on our financial performance.
  The fertilizer industry is highly competitive, which may adversely affect our ability to generate
  and grow sales.
  Chemical fertilizers are manufactured by many companies and are plentiful and relatively
  inexpensive. In addition, the number of fertilizer products registered as "organic" with the
  Organic Materials Review Institute increased by approximately 50% from 2002 to 2005. If we fail to
  keep up with changes affecting the markets that we intend to serve, we will become less
  competitive, adversely affecting our financial performance.
  Defects in our products or failures in quality control could impair our ability to sell our
  products or could result in product liability claims, litigation and other significant events with
  substantial additional costs.
  Detection of any significant defects in our products or failure in our quality control
  procedures may result in, among other things, delay in time-to-market, loss of sales and market
  acceptance of our products, diversion of development resources, and injury to our reputation. The
  costs we may incur in correcting any product defects may be substantial. Additionally, errors,
  defects or other performance problems could result in financial or other damages to our customers,
  which could result in litigation. Product liability litigation, even if we prevail, would be time
  consuming and costly to defend. We do not presently maintain product liability insurance, and any
  product liability insurance we may obtain may not be adequate to cover claims.
  Energy and fuel cost variations could adversely affect operating results and expenses.
  Energy costs, particularly electricity and natural gas, are expected to constitute a
  substantial portion of our operating expenses. The price and supply of energy and natural gas are
  unpredictable and fluctuate based on events
  5
  outside our control, including demand for oil and gas,
  weather, actions by OPEC and other oil and gas producers, and conflict in oil-producing countries.
  Price escalations in the cost of electricity or reductions in the supply of natural gas could
  increase operating expenses and negatively affect our results of operations. We may not be able to
  pass through all or part of the increased energy and fuel costs to our customers.
  We may not be able to obtain sufficient organic material.
  Competing disposal outlets for organic food waste and increased demand for applications such
  as biofuels may develop and adversely affect our business. To fully utilize the tip floor and to
  manufacture our products, we are dependent on a stable supply of organic food waste. Insufficient
  food waste feedstock will adversely affect our efficiency and may cause us to increase our tip fee
  discount from prevailing rates, resulting in reduced revenues and net income.
  Our license agreement with IBRC restricts the territory into which we may sell our planned products
  and grants a cooperative a right of first refusal to purchase our products.
  We have entered into a license agreement with IBRC which among other terms contains a
  restriction on our right to sell our planned products outside a territory defined generally as the
  Eastern Seaboard of the United States. The license agreement also grants a proposed cooperative of
  which IBRC is a member a right of first refusal to purchase the products sold from our Woodbridge
  facility under certain circumstances. While we believe that the territory specified in the license
  agreement is broad enough to easily absorb the amount of product we plan to produce and that the
  right of first refusal will not impair our ability to sell our products, these restrictions may
  have a material adverse effect on the volume and price of our product sales. We may in addition
  become completely dependent on a third party for the sale of our products.
  Our fertilizer products from our Woodbridge facility will be sold under an unproven name.
  Our licensing agreement with IBRC requires that we market our planned products from our
  Woodbridge facility under the brand name "Genica." No fertilizer products have been sold in our
  geographic market under that name, and the name may not be accepted in our marketplace.
  Successful infringement claims by third parties could result in substantial damages, lost product
  sales and the loss of important proprietary rights.
  We may have to defend ourselves against patent and other infringement claims asserted by third
  parties regarding the technology we have licensed, resulting in diversion of management focus and
  additional expenses for the defense of claims. In addition, as a result of a patent infringement
  suit, we may be forced to stop or delay developing, manufacturing or selling potential products
  that are claimed to infringe a patent covering a third party's intellectual property unless that
  party grants us rights to use its intellectual property. We may be unable to obtain these rights on
  terms acceptable to us, if at all. If we cannot obtain all necessary licenses on commercially
  reasonable terms, we may be unable to continue selling such products. Even if we are able to obtain
  rights to a third party's patented intellectual property, these rights may be non-exclusive, and
  therefore our competitors may obtain access to the same intellectual property. Ultimately, we may
  be unable to commercialize our potential products or may have to cease some or all of our business
  operations as a result of patent infringement claims, which could severely harm our business.
  Our license agreement with IBRC imposes obligations on us related to infringement actions that may
  become burdensome or result in termination of our license agreement.
  If our use of the IBRC licensed technology is alleged to infringe the intellectual property of
  a third party, we may become obligated to defend such infringement action. Although IBRC has agreed
  to bear the costs of such defense, if the licensed technology is found by a court to be infringing,
  IBRC may terminate the license agreement, which may prevent us from continuing to operate our
  conversion facility. In such an event, we may become obligated to find alternative technology or to
  pay a royalty to a party other than IBRC to continue to operate.
  6
  If a third party is allegedly infringing any of the licensed technology, then either we or
  IBRC may attempt to enforce the IBRC intellectual property rights. In general, our possession of
  rights to use the know-how related to the licensed technology will not be sufficient to prevent
  others from employing similar technology that we believe is infringing. Any such enforcement action
  against alleged infringers, whether by us or by IBRC, may be required to be maintained at our
  expense under the terms of the license agreement. The costs of such an enforcement action may be
  prohibitive, reduce our net income, if any, or prevent us from continuing operations.
  Our High Temperature Liquid Composting, or HTLC, technology imposes obligations on us related to
  infringement actions that may become burdensome.
  If our use of our HTLC technology is alleged to infringe the intellectual property of a third
  party, we may become obligated to defend such infringement action. In such an event, we may become
  obligated to find alternative technology or to pay a royalty to a third party to continue to
  operate. If a third party is allegedly infringing any of our HTLC technology, then we may attempt
  to enforce our intellectual property rights. In general, our possession of rights to use the
  know-how related to our HTLC technology will not be sufficient to prevent others from employing
  similar technology that we believe is infringing. Any such enforcement action against alleged
  infringers may be required at our expense. The costs of such an enforcement action may be
  prohibitive, reduce our net income, if any, or prevent us from continuing operations.
  Development of our business is dependent on our ability to obtain additional debt financing which
  may not be available on acceptable terms.
  We may need to obtain significant debt financing in order to develop manufacturing facilities
  and begin production of our products. Each facility will likely be individually financed and
  require considerable debt. While we believe state government-sponsored debt programs will be
  available to finance our requirements, market rate or non-government sponsored debt could also be
  used. However, public or private debt may not be available at all or on terms acceptable to us for
  the development of future facilities.
  We will need to obtain additional debt and equity financing to complete subsequent stages of our
  business plan.
  We will need to obtain additional debt and equity financing to complete subsequent phases of
  our business plan. We may issue additional securities in the future with rights, terms and
  preferences designated by our Board of Directors, without a vote of stockholders, which could
  adversely affect your rights. Additional financing will likely cause dilution to our stockholders
  and could involve the issuance of securities with rights senior to the outstanding shares. There is
  no assurance that such funds will be sufficient, that the financing will be available on terms
  acceptable to us and at such times as required, or that we will be able to obtain the additional
  financing required, if any, for the continued operation and growth of our business. Any inability
  to raise necessary capital will have a material adverse effect on our ability to execute our
  business plan, and will have a material adverse effect on our revenues and net income.
  Our agreements with our bond investor may hinder our ability to operate our business by imposing
  restrictive loan covenants, which may prohibit us from borrowing additional funds, repaying other
  indebtedness or paying dividends or taking other actions to manage or expand our business.
  The terms of the bond guaranty executed by us as manager of Converted Organics of Woodbridge
  LLC, prohibit us from paying debt and other obligations that funded our working capital until
  certain ratios of Earnings Before Interest, Taxes, Depreciation and Amortization to debt service
  are met. As of March 31, 2008, we had approximately $375,000 and $90,000 of indebtedness, other
  than our bonds, which mature on December 31, 2008 and May 2, 2009, respectively.
  Mandatory redemption of our bonds could have a material adverse effect on our liquidity and cash
  resources.
  Our bonds are subject to mandatory redemption by us if the Woodbridge facility is condemned,
  we cease to operate the facility, the bonds become taxable, a change in control of the company
  occurs and under certain other
  7
  circumstances. Depending upon the circumstances, such an event could
  require a payment to our bondholders ranging between 100% and 110% of the principal amount of the
  bonds, plus interest. If we are unable to obtain additional financing from other sources, the
  requirement that we pay cash in connection with such mandatory redemption will have a material
  adverse effect on our liquidity and cash resources, and may impair our ability to continue to
  operate.
  The communities where our facilities may be located may be averse to hosting or oppose our
  construction of waste handling and manufacturing facilities.
  Local residents and authorities in communities where our facilities may be located may be
  concerned about odor, vermin, noise, increased truck traffic, air pollution, decreased property
  values, and public health risks associated with operating a manufacturing facility in their area.
  These constituencies may oppose our permitting applications or raise other issues regarding our
  proposed facilities.
  Our facilities will require certain permits to operate, which we may not be able to obtain or
  obtain on a timely basis.
  For our Woodbridge facility, we must obtain various permits and approvals to operate a
  recycling center and a manufacturing facility, including among others a Class C recycling permit,
  land use and site plan approval, an air quality permit, a water discharge permit, a storm water
  runoff permit, and building construction permits. We may not be able to secure all the necessary
  permits on a timely basis or at all, which may prevent us from operating the facility according to
  our business plan.
  For our additional facilities, we may need certain permits to operate solid waste or recycling
  facilities as well as permits for our sewage connection, water supply, land use, air emission, and
  wastewater discharge. The specific permit and approval requirements are set by the state and the
  various local jurisdictions, including but not limited to city, town, county, township and state
  agencies having control over the specific properties. Lack of permits to construct, operate or
  maintain our facilities will severely and adversely affect our business.
  Changes in environmental regulations or violations of such regulations could result in increased
  expense and could have a material negative effect on our financial performance.
  We will be subject to extensive air, water and other environmental regulations and will need
  to obtain a number of environmental permits to construct and operate our planned facilities. If for
  any reason any of these permits are not granted, construction costs for our organic waste
  conversion facilities may increase, or the facilities may not be constructed at all. Additionally,
  any changes in environmental laws and regulations, both at the federal and state level, could
  require us to invest or spend considerable resources in order to comply with future environmental
  regulations. The expense of compliance could be significant enough to reduce our net income and
  have a material negative effect on our financial performance.
  Our strategic plan for development and construction of operating facilities in Rhode Island,
  Massachusetts and New York requires additional debt and/or equity financing and working capital
  during the construction periods.
  Our strategic plan calls for us to develop and build future operating facilities. These
  facilities will require us to raise additional fund for the development and construction of these
  facilities and for working capital during the construction process. There is no guarantee that we
  will be able to raise those funds.
  As a public company, we are subject to complex legal and accounting requirements that require us to
  incur substantial expense and expose us to risk of non-compliance.
  As a public company, we are subject to numerous legal and accounting requirements. The cost of
  compliance with many of these requirements is substantial, not only in absolute terms but, more
  importantly, in relation to the overall scope of the operations of a small company. Our
  inexperience with these requirements may increase the cost of compliance and may also increase the
  risk that we will fail to comply. Failure to comply with
  8
  these requirements can have numerous
  adverse consequences including, but not limited to, our inability to file required periodic reports
  on a timely basis, loss of market confidence, delisting of our securities, and governmental or
  private actions against us. We cannot assure you that we will be able to comply with all of these
  requirements or that the cost of such compliance will not prove to be a substantial competitive
  disadvantage vis-à-vis our privately held competitors as well as our larger public competitors.
  Risks Related to Investment in Our Securities
  While the Class A and Class B warrants are outstanding, it may be more difficult to raise
  additional equity capital.
  During the term that the Class A warrants and Class B warrants are outstanding, the holders of
  those warrants are given the opportunity to profit from a rise in the market price of our common
  stock. In addition, the Class B warrants are not redeemable by us. We may find it more difficult to
  raise additional equity capital while these warrants are outstanding. At any time during which
  these public warrants are likely to be exercised, we may be able to obtain additional equity
  capital on more favorable terms from other sources.
  If we issue shares of preferred stock, your investment could be diluted or subordinated to the
  rights of the holders of preferred stock.
  Our Board of Directors is authorized by our Certificate of Incorporation to establish classes
  or series of preferred stock and fix the designation, powers, preferences and rights of the shares
  of each such class or series without any further vote or action by our stockholders. Any shares of
  preferred stock so issued could have priority over our common stock with respect to dividend or
  liquidation rights. Although we have no plans to issue any shares of preferred stock or to adopt
  any new series, preferences or other classification of preferred stock, any such action by our
  Board of Directors or issuance of preferred stock by us could dilute your investment in our common
  stock and warrants or subordinate your holdings to the shares of preferred stock.
  Future issuances or sales, or the potential for future issuances or sales, of shares of our common
  stock may cause the trading price of our securities to decline and could impair our ability to
  raise capital through subsequent equity offerings.
  We have agreed to pay a 5% common stock dividend to holders of record of our common stock at
  the end of each calendar quarter, beginning with the first quarter of 2007, until the Woodbridge
  facility has commenced commercial operations. The additional shares of our common stock distributed
  pursuant to such stock dividends could cause the market price of our common stock to decline and
  could have an adverse effect on our earnings per share, if and when we become profitable. In
  addition, future sales of a substantial number of shares of our common stock or other securities in
  the public markets, or the perception that these sales may occur, could cause the market price of
  our common stock and our Class A and Class B warrants to decline, and could materially impair our
  ability to raise capital through the sale of additional securities.
  SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
  This prospectus, including the documents incorporated by reference into this prospectus,
  contains forward-looking statements within the meaning of the federal securities laws. These
  forward-looking statements concern our operations, economic performance and financial condition and
  are based on our current expectations, assumptions, estimates and beliefs about us and our
  industry. When we use words such as "believe," "expect," "anticipate," "estimate," "intend,"
  "plan," "may," "will," "could," "potential," "project" or similar expressions, we are making
  forward-looking statements.
  These statements are not guarantees of future performance and are subject to certain risks,
  uncertainties and other important factors, some of which are beyond our control, which could cause
  our actual results to differ
  9
  materially from our expectations. These risks, uncertainties and other
  factors are described under "Risk Factors" and discussed elsewhere in this prospectus or in the
  documents incorporated by reference into this prospectus.
  We caution you not to place undue reliance on forward-looking statements. These cautionary
  statements should not be construed by you to be exhaustive, and they are made only as of the date
  of this prospectus.
  DETERMINATION OF OFFERING PRICE
  The selling security holders may sell the common shares issued to them from time-to-time at
  prices and at terms then prevailing or at prices related to the then current market price, or in
  negotiated transactions.
  SELLING SHAREHOLDERS
  This prospectus relates to shares of common stock that are being registered for offers and
  resale by the selling shareholders. The shares of common stock are "restricted securities" under
  the Securities Act. The selling shareholders may resell any or all of the shares at any time while
  this prospectus is current.
  Since we do not currently meet the registrant requirements for use of Form S-3, the amount of
  common stock which may be resold by means of this reoffer prospectus by each of the selling
  stockholders, and any other person with whom he is acting in concert for the purpose of selling our
  securities, must not exceed, in any three month period, the amount specified in Rule 144(e)
  promulgated under the Securities Act.
  The information set forth in the following table regarding the beneficial ownership after
  resale of securities assumes that the selling shareholders will sell all of the shares of common
  stock owned by that selling shareholder covered by this prospectus.
  Common stock
  Percent of common
  beneficially owned
  Common stock
  Common stock
  stock beneficially
  prior to the
  offered pursuant to
  beneficially owned
  owned after the
  Selling shareholder
  offering
  this prospectus
  after the offering
  offering (3)
  Thomas R. Buchanan
  230,129
  (1)
  50,000
  180,129
  (2)
  3.2
  %
  John Tucker
  363,914
  83,000
  280,914
  5.1
  %
  *
  Denotes less than 1%
  (1)
  Consists of 180,129 shares of common stock and 50,000 shares of common stock which the
  selling shareholder has the right to acquire through the exercise of options.
  (2)
  Consists of 130,129 shares of common stock and 50,000 shares of common stock which the
  selling shareholder has the right to acquire through the exercise of options.
  (3)
  Applicable percentage ownership is based on 5,554,277 shares of common stock as of May 12,
  2008.
  PLAN OF DISTRIBUTION
  The selling shareholders and any of their pledgees, assignees and successors-in-interest may,
  from time to time, sell any or all of their shares of common stock on any stock exchange, market or
  trading facility on which the shares are traded or in private transactions. These sales may be at
  fixed or negotiated prices. The selling shareholders may use any one or more of the following
  methods when selling shares:
  10
  •
  ordinary brokerage transactions and transactions in which the broker-dealer solicits
  purchasers;
  •
  block trades in which the broker-dealer will attempt to sell the shares as agent but
  may position and resell a portion of the block as principal to facilitate the
  transaction;
  •
  an exchange distribution in accordance with the rules of the applicable exchange;
  •
  privately negotiated transactions;
  •
  broker-dealers may agree with the selling shareholders to sell a specified number of
  such shares at a stipulated price per share;
  •
  a combination of any such methods of sale;
  •
  through the writing or settlement of options or other hedging transactions, whether
  through an options exchange or otherwise; or
  •
  any other method permitted pursuant to applicable law.
  The selling shareholders may also sell shares under Rule 144 under the Securities Act, if
  available, rather than under this prospectus.
  Broker-dealers engaged by the selling shareholders may arrange for other brokers-dealers to
  participate in sales. Broker-dealers may receive commissions or discounts from the selling
  shareholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the
  purchaser) in amounts to be negotiated. The selling shareholders do not expect these commissions
  and discounts to exceed what is customary in the types of transactions involved.
  The selling shareholders and any broker-dealers or agents that are involved in selling the
  shares may be deemed to be "underwriters" within the meaning of the Securities Act in connection
  with such sales. In such event, any commissions received by such broker-dealers or agents and any
  profit on the resale of the shares purchased by them may be deemed to be underwriting commissions
  or discounts under the Securities Act.
  We will pay the fees and expenses incident to the registration of the shares. The selling
  shareholders, however, will pay any commissions or other fees payable to brokers or dealers in
  connection with any sale of the common stock. We have not agreed to indemnify the selling
  shareholders against losses, claims, damages and liabilities, including liabilities under the
  Securities Act.
  We will make copies of this prospectus available to the selling shareholders for the purpose
  of satisfying the prospectus delivery requirements of the Securities Act.
  LEGAL MATTERS
  The validity of the common stock has been passed upon by Cozen O'Connor, Philadelphia,
  Pennsylvania.
  EXPERTS
  The consolidated financial statements for the years ended December 31, 2007 and 2006 appearing
  in our annual report on Form 10-KSB/A for the year ended December 31, 2007 and incorporated by
  reference into this prospectus have been audited by Carlin, Charron & Rosen, LLP, independent
  registered public accountants, to the extent set forth in their report, and are incorporated by
  reference into this prospectus in reliance upon such report given upon the authority of them as
  experts in auditing and accounting.
  11
  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  The SEC allows us to incorporate by reference certain of our publicly filed documents into
  this prospectus, which means that such information is considered part of this prospectus. All
  documents we file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
  1934 subsequent to the effective date of the registration statement of which this prospectus is a
  part and prior to the filing of a post-effective amendment which indicates that all securities
  offered by this prospectus have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference in this prospectus and to be a part of this
  prospectus from the date of filing of such documents. Any statement contained herein or in any
  document incorporated or deemed to be incorporated by reference shall be deemed to be modified or
  superseded to the extent that a statement contained in any other subsequently filed document which
  also is or is deemed to be incorporated by reference modifies or supersedes such statement. Any
  such statement so modified or superseded shall not be deemed to constitute a part of this
  prospectus, except as so modified or superseded..
  The following documents filed with the SEC are incorporated herein by reference:
  •
  Our Annual Report on Form 10-KSB/A for the year ended December 31, 2007, filed with
  the SEC on May 8, 2008;
  •
  Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, filed with
  the SEC on May 15, 2008;
  •
  Our Current Reports on Form 8-K, filed with the SEC on January 15, 2008; January 29,
  2008 (as amended on May 8, 2008); March 13, 2008; April 4, 2008; April 11, 2008; and
  April 30, 2008; and
  •
  The description of our common stock contained in Forms 8-A filed on February 8, 2007
  and May 30, 2007 and any amendments or reports filed for the purpose of updating such
  description.
  We will provide to each person, including any beneficial owner, to whom a prospectus is
  delivered, a copy of the reports and documents that have been incorporated by reference in this
  prospectus, at no cost. Any such request may be made by writing or telephoning us at the following
  address or phone number:
  Converted Organics Inc.
  Edward J. Gildea
  Chief Executive Officer
  7A Commercial Wharf West
  Boston, MA 02110
  Attention: Corporate Secretary
  (617) 624-0111
  These documents can also be requested through, and are available in, the Investor Relations
  section of our website, which is located at convertedorganics.com, or as described under "Where You
  Can Find More Information" below. The information and other content contained on or linked from our
  internet website are not part of this prospectus.
  WHERE YOU CAN FIND MORE INFORMATION
  This prospectus is part of a registration statement on Form S-8 that we filed with the SEC.
  This prospectus does not include all of the information contained in the registration statement.
  You should refer to the registration statement and its exhibits for additional information.
  Whenever we make reference in this prospectus to any of our contracts, agreements or other
  documents, the references are not necessarily complete and you should refer to the exhibits
  attached to the registration statement for copies of the actual contract, agreement or other
  document. We are
  12
  subject to the information reporting requirements of the Securities Exchange Act
  of 1934, and accordingly we are required to file annual, quarterly and special reports, proxy
  statements and other information with the SEC.
  You can read and copy our SEC filings, including the registration statement, on the Internet
  at the SEC's website at
  www.sec.gov
  . You can also read and copy any document we file with the SEC
  at its public reference room
  at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
  further information on the operation of the public reference room.
  DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
  FOR SECURITIES ACT LIABILITIES
  Section 145 of the Delaware General Corporation Law, as amended, authorizes us to indemnify
  any director or officer under certain prescribed circumstances and subject to certain limitations
  against certain costs and expenses, including attorney's fees actually and reasonably incurred in
  connection with any action, suit or proceeding, whether civil, criminal, administrative or
  investigative, to which a person is a party by reason of being one of our directors or officers if
  it is determined that such person acted in accordance with the applicable standard of conduct set
  forth in such statutory provisions. Our Certificate of Incorporation contains provisions relating
  to the indemnification of director and officers and our Bylaws extend such indemnities for our
  directors to the full extent permitted by Delaware law. We may also purchase and maintain insurance
  for the benefit of any director or officer, which may cover claims for which we could not indemnify
  such persons.
  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
  permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or
  otherwise, we have been advised that in the opinion of the SEC, such indemnification is against
  public policy as expressed in the Act and is, therefore, unenforceable.
  13
  CONVERTED ORGANICS INC.
  133,000 SHARES OF COMMON STOCK
  PROSPECTUS
  June 6, 2008
  PART II
  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  Item 3. Incorporation of Documents by Reference.
  The Registrant hereby incorporates by reference into this Registration Statement the documents
  listed below. In addition, all documents subsequently filed pursuant to Sections 13(a), 13(c), 14
  and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the filing of a
  post-effective amendment which indicates that all securities offered have been sold or which
  deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference
  into this Registration Statement and to be a part hereof from the date of filing of such documents:
  •
  Our Annual Report on Form 10-KSB/A for the year ended December 31, 2007, filed with
  the SEC on May 8, 2008;
  •
  Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, filed with
  the SEC on May 15, 2008;
  •
  Our Current Reports on Form 8-K, filed with the SEC on January 15, 2008; January 29,
  2008 (as amended on May 8, 2008); March 13, 2008; April 4, 2008; April 11, 2008; and
  April 30, 2008; and
  •
  The description of our common stock contained in Forms 8-A filed on February 8, 2007
  and May 30, 2007 and any amendments or reports filed for the purpose of updating such
  description.
  Item 4. Description of Securities.
  Not applicable.
  Item 5. Interests of Named Experts and Counsel.
  Not applicable.
  Item 6. Indemnification of Directors and Officers.
  Section 145 of the Delaware General Corporation Law, as amended, authorizes us to Indemnify
  any director or officer under certain prescribed circumstances and subject to certain limitations
  against certain costs and expenses, including attorney's fees actually and reasonably incurred in
  connection with any action, suit or proceeding, whether civil, criminal, administrative or
  investigative, to which a person is a party by reason of being one of our directors or officers if
  it is determined that such person acted in accordance with the applicable standard of conduct set
  forth in such statutory provisions. Our Certificate of Incorporation contains provisions relating
  to the indemnification of director and officers and our Bylaws extend such indemnities for our
  directors to the full extent permitted by Delaware law. We may also purchase and maintain insurance
  for the benefit of any director or officer, which may cover claims for which the Company could not
  indemnify such persons.
  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
  permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or
  otherwise, we have been advised that in the opinion of the SEC, such indemnification is against
  public policy as expressed in the Act and is, therefore, unenforceable.
  II-1
  Item 7. Exemption from Registration Claimed.
  The 133,000 shares of common stock to be sold by the selling shareholders pursuant to this
  registration statement were issued upon the exercise of stock options issued pursuant the
  Registrant's 2006 Stock Option Plan, as amended. The stock options and the common stock issued
  upon exercise of the stock options were issued pursuant to the exemption from registration provided
  by Section 4(2) of the Securities Act of 1933, as amended.
  Item 8. Exhibits.
  Exhibit
  Number
  Description
  5.1
  Opinion of Cozen O'Connor
  10.1
  2006 Stock Option Plan, as amended
  23.1
  Consent of Cozen O'Connor (included in Exhibit 5.1)
  23.2
  Consent of Carlin, Charron & Rosen LLP
  Item 9. Undertakings.
  (1) The undersigned Registrant hereby undertakes to:
  (a) File, during any period in which offers or sells are being made, a post-effective
  amendment to this registration statement to include any material information with respect to
  the plan of distribution not previously disclosed in the registration statement or any
  material change to such information in the registration statement.
  (b) For determining liability under the Securities Act, treat each post-effective
  amendment as a new registration statement of the securities offered, and the offering of the
  securities at the time to be the initial
  bona fide
  offering.
  (c) File a post-effective amendment to remove from registration any of the securities
  that remain unsold at the end of the offering.
  (2) The undersigned Registrant hereby undertakes that, for the purposes of determining any
  liability under the Securities Act, each filing of the Registrant's annual report pursuant to
  Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
  1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new
  registration statement relating to the securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona fide offering thereof.
  (3) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may
  be permitted to directors, officers and controlling persons of the registrant pursuant to the
  foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
  Securities and Exchange Commission such indemnification is against public policy as expressed in
  the Act and is, therefore, unenforceable. In the event that a claim for indemnification against
  such liabilities (other than the payment by the registrant of expenses incurred or paid by a
  director, officer, or controlling person of the registrant in the successful defense of any action,
  suit or proceeding) is asserted by such director, officer or controlling person in connection with
  the securities being registered, the registrant will, unless in the opinion of its counsel the
  matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
  question whether such indemnification by it is against public policy as expressed in the Act and
  will be governed by the final adjudication of such issue.
  II-2
  SIGNATURES
  Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it
  has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
  has duly caused this registration statement to be signed on its behalf by the undersigned,
  thereunto duly authorized, in the City of Boston, Commonwealth of
  Massachusetts, on June 6, 2008.
  CONVERTED ORGANICS INC.
  By:
  /s/ Edward J. Gildea
  Edward J. Gildea
  President, Chief Executive Officer
  and Chairman of the Board
  Pursuant to the requirements of the Securities Act of 1933, this registration statement has
  been signed by the following persons in the capacities and on the date indicated:
  Signature
  Title
  Date
  /s/ Edward J. Gildea
  Edward J. Gildea
  President, Chief Executive
  Officer
  and Chairman of the
  Board
  June 6, 2008
  /s/ David R. Allen
  David R. Allen
  Chief Financial Officer
  (Principal Financial
  Officer)
  June 6, 2008
  /s/ Ellen P. O'Neil
  Ellen P. O'Neil
  Director of Finance and
  
  Accounting
  (Principal
  
  Accounting Officer)
  June 6, 2008
  /s/ Peter J. Townsley
  Director
  June 6, 2008
  Peter J. Townsley
  /s/ Edward A. Stoltenberg
  Director
  June 6, 2008
  Edward A. Stoltenberg
  /s/ Robert E. Cell
  Director
  June 6, 2008
  Robert E. Cell
  /s/ John P. DeVillars
  Director
  June 6, 2008
  John P. DeVillars
  III-3