Pure Earth, Inc. is filing this Registration Statement on Form 10 under the Securities Exchange Act of 1934 on a voluntary basis to provide current public information about its business and operations to investors and stockholders. In this registration statement, unless the context otherwise requires, the terms “we” “us,” “our,” and the “Company” refer to Pure Earth, Inc. and our consolidated subsidiaries taken together as a whole.

Pursuant to Item 10(f) of Regulation S-K promulgated under the Securities Act of 1933, we have elected to comply throughout this registration statement with the scaled disclosure requirements applicable to “smaller reporting companies.”

Statements included in this registration statement that do not relate to present or historical conditions are called “forward-looking statements.” Such forward-looking statements involve known and unknown risks and uncertainties and other factors that could cause actual results or outcomes to differ materially from those expressed in, or implied by, the forward-looking statements. Forward-looking statements may include, without limitation, statements relating to our plans, strategies, objectives, expectations and intentions. Words such as “believes,” “forecasts,” “intends,” “possible,” “estimates,” “anticipates,” “expects,” “plans,” “should,” “could,” “will,” and similar expressions are intended to identify forward-looking statements. Our ability to predict or project future results or the effect of events on our operating results is inherently uncertain. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved.

Important factors that could cause actual performance or results to differ materially from those expressed in or implied by, forward-looking statements include, but are not limited to:

Forward-looking statements speak only as of the date the statements are made. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect thereto or with respect to other forward-looking statements.

We are a diversified environmental company that specializes in delivering innovative solutions for the health and well-being of the planet. We are a provider of integrated environmental transportation, disposal, recycling, consulting, engineering and related services, enabling the beneficial reuse of soils and industrial waste streams into approved disposal facilities or Brownfield sites. We operate in the following five reportable business segments, which serve as strategic business units through which our environmental products and services are generally organized:

We are leveraging our integrated environmental, transportation and disposal services to invest in and reclaim Brownfield properties. Brownfields are parcels of real property that generally have been used for industrial or commercial purposes and whose redevelopment may be complicated by the presence or potential presence of a hazardous substance, pollutant or contaminant. Cleaning up and reinvesting in these properties takes development pressures off undeveloped and open land, revitalizes an otherwise blighted or potentially blighted property for productive use, improves and protects the environment, improves the local tax base and facilitates job growth. We believe that our investment in Brownfield properties, together with our environmental treatment, recycling and related services, supports our primary mission to act as a steward of the environment.

As we are a relatively new company, a key element of our formation and growth to date has been our ability to identify potential complementary environmental services and beneficial reuse companies or specific assets of such companies as acquisition targets, to negotiate and successfully close those acquisitions, and to integrate the acquired businesses and assets into our operations. We seek to acquire businesses that operate current and new technologies, sciences and approaches in the environmental industry. By combining these existing and new technologies into a single organization, we believe we can be the leading provider of a wide array of soil reclamation, waste recycling and other environmental services. We plan to utilize these services internally to rehabilitate Brownfield properties that we own, operate, control or develop, so that we can ultimately resell them as commercial real estate opportunities.

Pure Earth, Inc., a Delaware corporation, is a holding company headquartered in Trevose, Pennsylvania that conducts substantially all of its business through its wholly-owned operating subsidiaries and a 50%-owned joint venture. The following table summarizes the operations conducted through our wholly-owned subsidiaries and 50%-owned joint venture.

Pure Earth, Inc.’s principal executive offices are located at One Neshaminy Interplex, Suite 201, Trevose, Pennsylvania 19053, and its telephone number is (215) 639-8755.

We were originally formed as a Delaware corporation on February 13, 1997 under the name Info Investors, Inc. with the original purpose of engaging in infomercial marketing, but this business never actively developed and was abandoned in 2006. On January 17, 2006, in connection with our acquisition of South Jersey Development, Inc., we changed our name to Pure Earth, Inc. and began to focus our efforts on the acquisition and operation of companies that provide services related to the transportation and disposal of clean and contaminated soils, while developing Brownfield sites for disposal purposes.

Effective January 20, 2006, we acquired all of the outstanding stock of South Jersey Development, Inc. in exchange for 9,300,000 shares of our common stock. As a result of this acquisition, the shareholders of South Jersey Development, Inc. owned approximately 76% of our outstanding common stock and controlled our board of directors, and the former director and officer of Info Investors resigned, resulting in a change in control. We also repurchased and retired 1,894,528 shares of our common stock from certain of our existing stockholders at a cost of $150,500. The name South Jersey Development, Inc. was subsequently changed to Pure Earth Materials, Inc. on February 26, 2007.

Pure Earth Materials, Inc., or PE Materials, was originally formed in November 2005 by Mark Alsentzer, our President and Chief Executive Officer, to provide alternative disposal services for lightly contaminated soils and construction debris instead of disposing of it in a landfill. In addition, PE Materials was formed to identify alternative quarry sites in Pennsylvania in an effort to provide lower-cost waste disposal alternatives to customers in the northern New Jersey and New York markets. By planning to dispose of wastes in quarry sites approved to accept such wastes instead of in landfills, PE Materials originally sought to provide disposal services to its customers at a reduced cost and with less negative environmental impact as compared to landfill disposal options.

Effective January 20, 2006, PE Materials completed the acquisition of all of the issued and outstanding common stock of American Transportation & Disposal Systems, Ltd. (now known as Pure Earth Transportation & Disposal, Inc., or PE Disposal). PE Disposal, a wholly owned subsidiary of PE Materials, is in the environmental disposal and transportation business within the New York City metropolitan area. PE Disposal hauls and disposes of soils and helps customers beneficially reuse those soils. At that time, we also acquired certain assets of Whitney Contracting, Inc., a company that also operated in the transportation and disposal business. We acquired the shares of American Transportation & Disposal Systems, Ltd. and the Whitney assets in exchange for an aggregate of 1,250,000 shares of our common stock, valued at $1.00 per share for accounting purposes. As a condition to closing this transaction, we completed a private placement of 1,700,000 shares of our common stock at a price of $1.00 per share, raising approximately $1.7 million in proceeds.

Effective January 20, 2006, PE Materials also acquired all of the issued and outstanding stock of Juda Construction Ltd., a trucking and equipment company that at the time had 34 company-owned trucks and the ability to subcontract up to 100 additional trucks as needed to meet any increase in customer demand. In connection with the acquisition, the sole shareholder of Juda received 300,000 shares of our common stock, valued for accounting purposes at $1.00 per share.

On November 19, 2007, we formed a new wholly owned subsidiary, PEI Disposal Group, Inc., whose business includes the purchase, sale, treatment, processing, transport and disposal of contaminated and clean soils. On November 20, 2007, PEI Disposal Group acquired a prospective customer list from Soil Disposal Group, Inc., a company operating in the soil disposal and transportation business primarily in the New York City metropolitan area and on Long Island. In connection with this asset acquisition, we entered into a five-year sales representative agreement and a five-year non-competition agreement with Soil Disposal and four of its sales representatives. Under these agreements, Soil Disposal and these sales representatives will market and promote our soil disposal and trucking services to their existing and new customers. As consideration for this acquisition, we issued to Soil Disposal a non-interest bearing promissory note in the principal amount of $640,000 and 100,000 shares of our common stock valued at $3.00 per share. Soil Disposal is also entitled to receive a maximum of 300,000 additional shares of our common stock contingent upon the PEI Disposal Group’s net sales meeting specified thresholds during the three years after the closing date.

On March 30, 2007, we purchased all of the outstanding shares of common stock from the shareholders of the following three Casie Group entities located in Vineland, New Jersey: Casie Ecology Oil Salvage, Inc., MidAtlantic Recycling Technologies, Inc., or MART, and Rezultz, Incorporated. Under the terms of the stock purchase agreement, as amended, as consideration for the acquisition of the shares of the Casie Group companies, we issued to the Casie Group selling stockholders an aggregate of 338,494 shares of our common stock, net of certain post-closing adjustments settled through November 2007. These shares of common stock were valued at $3.00 per share. Until March 30, 2010, the Casie Group selling stockholders may sell no more than 10,000 of these shares during any calendar month in open-market transactions.

Under the amended stock purchase agreement, if Casie Group and the former owners obtain certain additional environmental permits and certain equipment is installed prior to May 29, 2009, then within 90 days thereafter we would be obligated to issue to certain of the Casie Group selling stockholders an aggregate of 400,000 additional shares of our common stock. The recipients of these additional shares would not be permitted to sell, assign or otherwise transfer the additional shares for a period of one year from the date of issuance. In addition, under the stock purchase agreement, certain of the Casie Group former owners may be entitled to receive up to in the aggregate 435,044 additional shares of our common stock, based upon an evaluation from March 31, 2008 until September 30, 2008 of specified closing date accrued liabilities and the potential settlement of an insurance claim.

Among our various post-closing obligations, we agreed to contribute an aggregate of $4.5 million to the capital of Casie Group for working capital and capital expenditure purposes, in the form of debt or equity, as determined by us. As of the date of this registration statement, we have advanced approximately $8.6 million to Casie Group for working capital and capital expenditures purposes.

At closing, we paid to Gregory Call, the President of each of the Casie Group entities, the sum of $1.0 million in cash, in partial satisfaction of an existing $4.2 million loan previously made by Mr. Call to Casie. After closing, the amount payable to Mr. Call under this stockholder loan was reduced by approximately $973,000 in consideration of post-closing adjustments under the stock purchase agreement and the acquisition by Mr. Call from Casie of certain Casie loans receivable. Furthermore, as of November 15, 2007, Mr. Call converted approximately $1.2 million of the amount payable to Mr. Call under this stockholder loan into 373,615 shares of our common stock. The remaining $1.0 million outstanding under these obligations was evidenced by a subordinated promissory note dated as of November 15, 2007 payable and guaranteed by Casie Group. This subordinated promissory note bears interest at a rate of 6.77% per year. Our obligation to pay amounts of principal and interest under this promissory note is subordinated to our obligations to the lenders under our revolving lines of credit. An initial payment of $333,333 is due on December 31, 2009, with the remaining principal and accrued but unpaid interest due on December 31, 2010. As of March 31, 2008, approximately $0.9 million in principal and accrued interest is outstanding under this subordinated promissory note.

On April 30, 2007, Casie entered into an agreement to form Advanced Catalyst Recycling, LLC, or ACR. ACR is a joint venture between a third party, Advanced Recycling Technology, Inc., or ARTI, and Casie. Each of Casie and ARTI contributed $1,000 in start-up capital to this joint venture. Each of Casie and ARTI owns a 50% voting and profit interest in ACR and possesses equal decision making power. We have entered into this joint venture with ARTI to identify and enter into recycling opportunities in the market for spent metal catalysts and to develop and market recycling solutions to the generators of those catalysts.

On November 30, 2006, we acquired all of the issued and outstanding stock of Terrasyn Environmental Corporation, now known as Pure Earth Environmental, Inc., an environmental consulting and engineering firm offering a wide range of services to industrial, commercial and public clients. PE Environmental conducts environmental investigations and provides project management and information and data management services, as well as regulatory compliance support. In addition to providing these services to our customers, we utilize these services to support our Brownfield redevelopment efforts.

We acquired PE Environmental in exchange for 280,000 shares of our common stock, valued at $2.00 per share, of which 100,000 shares were held in escrow until March 1, 2008 to satisfy certain indemnification obligations. No indemnification claims were made against the escrowed stock, and therefore, the shares were issued to the selling shareholder in March 2008.

In connection with the acquisition of PE Environmental, on November 30, 2006, we also acquired all of the outstanding membership units of three Delaware limited liability companies: Environmental Venture Partners, LLC, or EVP, Geo Methods, LLC and Bio Methods LLC, for a combined purchase price of $250,000 in cash. Geo Methods is engaged in environmental well drilling for commercial customers that are primarily located in Connecticut and New York. Bio Methods is engaged in the disposal of regulated medical waste from doctors’ offices, hospitals, and nursing homes in Connecticut. EVP did not conduct any business since we acquired it and was subsequently dissolved on January 5, 2007.

On September 14, 2007, PE Environmental formed a wholly owned subsidiary, Echo Lake Brownfield, LLC. Echo Lake was formed for the purpose of owning and developing a Brownfield site in the state of Connecticut. On January 3, 2008, we completed the acquisition of this Brownfield site, located in central Connecticut, for a purchase price of $50,000, and assumed estimated environmental cleanup costs of approximately $233,000. We also spent approximately $57,000 on site evaluation costs prior to purchasing the Brownfield site. We expect that this Brownfield site will become operational and begin accepting soils as capping materials in the first quarter of 2009.

Our Materials segment was initially formed with the acquisition of South Jersey Development, Inc., which owns and operates our North Bergen, New Jersey rock crushing facility.

Effective January 20, 2006, we acquired a customer list from Alchemy Development, LLC, the sole shareholder of which was Philip Guenzer. Mr. Guenzer currently serves as the Vice President of Technical Services for PE Materials. In exchange for the customer list, we issued 75,000 shares of our common stock to Mr. Guenzer, valued at $1.00 per share for accounting purposes. However, due to the loss of these customers during 2007, we concluded that this asset had been impaired and we therefore wrote off the remaining value of the asset.

In September 2007, we formed PE Materials (NJ) to lease a second rock crushing facility and soil processing operation in Lyndhurst, New Jersey. The owner of the property was required to transfer existing operating permits to us upon execution of the facility operating agreement, and to obtain certain additional recycling permits with respect to this facility by December 2008. In October 2007, we entered into a five-year lease for this facility and otherwise completed the startup of operations at this facility in December 2007. On June 5, 2008, however, the facility was closed by the city resulting from the owner’s failure to obtain a certificate of occupancy and to maintain proper fire retardant systems. Furthermore, the owner did not transfer the existing operating permits for this facility to us in a timely fashion. We are currently in the process of moving our equipment from this location and finding an appropriate substitute facility.

Effective April 1, 2008, New Nycon, Inc., our wholly owned subsidiary, completed the purchase of specified assets from Nycon, Inc., a concrete reinforcing fiber company headquartered in Westerly, Rhode Island. New Nycon has a sales and distribution network that includes 35 domestic and 20 international sales representatives with distribution centers located in California, Florida and Connecticut. Under this agreement, we acquired Nycon’s accounts receivable, equipment and all intangible assets and intellectual property. Prior to this acquisition, Nycon was engaged in the business of processing, packaging and selling reinforcing fibers used as a component of concrete materials. The purchase price for this acquisition included the assumption of $225,000 in bank notes payable, and our agreement to pay to Nycon 20% of the free cash flow derived from the operation of the Nycon assets in each of the next four years, up to a maximum cumulative amount of $900,000, not including $75,000 of debt that the former owner has agreed to repay out of such cash flow. We were also required to contribute up to $300,000 to New Nycon on an as-needed basis for working capital purposes. To date, we have contributed approximately $200,000 of this amount to Nycon.

In connection with this asset purchase, we entered into an exclusive licensing agreement with the holder of a patent covering the process for making and using reinforcing fiber from post-consumer carpet waste as a substitute for new fibers. During the term of the license agreement, we will pay to the licensor an annual royalty fee equal to 30% of New Nycon’s earnings before taxes, depreciation and amortization, and we also paid the patent holder 15,000 shares of our common stock, which shares were placed in escrow pending the satisfaction by New Nycon of certain financial objectives. The license agreement terminates upon the expiration of the last of the licensor’s patent rights covered by the agreement, which with respect to the process patent is currently expected to be in 2023.

Simultaneously with this acquisition, New Nycon has introduced a new product called Nycon-G™, an eco-friendly reinforcing fiber manufactured from post-consumer carpet waste and developed under the patented process covered by the licensing agreement. We believe that Nycon-G™ is the only concrete reinforcing fiber currently on the market that has minimal or no negative impact on the environment.

In March 2008, we formed Pure Earth Energy Resources, Inc. for the purpose of exploring the recycling of wastes into alternative fuels on a completely “green” basis. We are currently in the process of identifying potential sites in which to begin executing this strategic initiative.

We are a diversified environmental company that specializes in delivering innovative solutions for the health and well-being of the planet. We are a provider of integrated environmental transportation, disposal, recycling, engineering, consulting and related services, enabling the beneficial reuse of soils and industrial waste streams into approved facilities or Brownfield sites.

Our overall business strategy consists of the following key elements:

We provide a wide array of integrated environmental services in five reportable business segments: Transportation and Disposal, Treatment and Recycling, Environmental Services, Materials and Concrete Fibers. Our Concrete Fibers segment commenced in April 2008 with the acquisition of the Nycon assets. Additional financial information regarding our four reportable segments prior to April 2008 appears in Note 20 to our Consolidated Financial Statements as of and for the years ended December 31, 2007 and 2006, and in Note 16 to our Condensed Consolidated Financial Statements as of and for the three months ended March 31, 2008 and 2007.

Our core business is the management of excavated clean and contaminated soils, liquids and other materials at urban construction projects in New York, New Jersey and Pennsylvania for beneficial reuse. We provide transportation services through several subcontractors with access to over 100 trucks on a daily basis.

We transport materials to various disposal facilities throughout these areas. Our disposal network includes the following types of facilities:

We are reclaiming mining sites in northeastern Pennsylvania utilizing clean fill materials obtained from our customers in New York and New Jersey. Reclaiming mines in many instances involves restoring the mines to their original contours and eliminating mine discharges or providing perpetual treatment for discharges, such as contaminants that contribute to acid rain, or providing perpetual treatment for discharges left at abandoned sites. As of March 31, 2008, the site in Pennsylvania we have under an exclusive disposal agreement has the capacity for fill for mine stabilization and reclamation purposes of 800,000 to 1,000,000 tons, based on estimates provided by the operator of the mine. We believe we are one of a few companies to take advantage of the Pennsylvania regulatory changes allowing soils with elevated amounts of contaminants to be utilized for this type of stabilization. We are currently looking to expand our mine reclamation services into other geographic areas.

Currently, New Jersey is burdened with over 300 abandoned landfills in need of governmentally mandated attention. With restrictions on suburban sprawl taking hold in New Jersey and increasing financial incentives available for cleanup of contaminated sites, former landfills — many of which were closed in the 1970s and 1980s for environmental reasons — and other contaminated lands are becoming increasingly popular as sites for industrial, retail and residential development. Recent legislation has extended the parameters within which closure can be completed privately using beneficial reuse of new materials through New Jersey’s Brownfield law. These landfill sites provide an outlet for recycled material from our Treatment and Recycling facilities and from our other customers, depending upon the level of contamination and type of waste material.

We believe the refinery industry is responding to increased demand for gasoline and other fuels by investing capital obtained through higher fuel prices into refinery expansion. Refinery expansion has increased, and we believe will continue to increase, the production of hazardous waste materials. Regulatory restrictions impact the handling and disposal of these hazardous wastes. For example, U.S. environmental regulations require incineration as the only method of disposal of these materials. An alternative is to transport these wastes to Canada to be placed in a landfill, although Canada is expected to ban these activities sometime in 2009. We believe Casie Group is currently one of three facilities in the United States, and the only facility in the Northeast, with the proper permits to process this hazardous waste into non-hazardous reusable material. We process this material through a centrifuge system to reclaim the oil, discharge the water, and treat the solids. As a result of this process, we can cause this material to be reclassified from a hazardous to a non-hazardous status. Recycled oil from tank bottoms and other sources is sold to local industrial furnaces as fuel blend stock or to cement kilns for use as fuel.

Years of heavy concentrated industrial activity in the northeastern United States have created a large volume of residual waste that must be managed economically and in compliance with solid waste regulations. Although each jurisdiction may have a different definition of what may constitute residual waste, it is generally defined as unprocessed garbage, refuse or other discarded material. Typically, residual waste must either be beneficially reused or placed in a landfill.

We specialize in developing long-term beneficial reuses of residual waste in response to market needs. Our technical specialists have developed an expertise in beneficial reuse of wastes through years of experience in the area. We provide services to transport, process and dispose of a variety of residual waste streams, including:

We have access to the following facilities available for residual waste reuse:

We also research and identify other residual waste reuse facilities for a particular waste stream that we do not process ourselves. To be able to provide our customers with cost- and time-efficient service, we seek to obtain and maintain strategic partnerships with other facilities that process a wide variety of residual wastes.

MART owns and operates a parallel-flow thermal desorption unit, or TDU. Thermal desorption is a process that uses heat to physically separate contaminants from the soil. This process is different from incineration, which uses extreme heat to destroy the contaminants in the soil. Thermal desorption systems work well at, among other things, separating organic components from refining wastes. These systems can separate solvents, pesticides, polychlorinated biphenyls, or PCBs, dioxins and fuel oils from contaminated soil. Thermal desorption generally does not work on most metals, which require higher temperatures to vaporize the metallic particles. Nevertheless, thermal desorption is the treatment method of choice at many Superfund sites.

Our TDU treats mainly petroleum and coal tar contaminated soils by heating them in a primary treatment unit, or PTU, to predetermined temperatures ranging from about 400 to 1,000 degrees Fahrenheit. The PTU consists of a rotary drum in which the contaminated materials enter at the burner end of the PTU and the gases and hot treated materials exit the opposite end. At the appropriate and predetermined temperature, such as required by contaminants with low, medium and high boiling points, the contaminants turn to vapor and separate from the soil. At the soil discharge end of the PTU, clean, treated soil exits, which after cooling is ready for re-use.

The vaporized airborne contaminants exit the PTU and are subjected to further heating in a secondary treatment unit, or STU. The STU thermally treats the exhausted airborne contaminants from the PTU to predetermined temperatures ranging from approximately 1,400 to 1,800 degrees Fahrenheit. The hydrocarbons that were separated from the previously contaminated soils are then converted into carbon dioxide and water vapor, which are then cooled and filtered through a device called a baghouse. The baghouse collects and filters the fine, treated soil dust that remains in the exhaust gases.

We believe that our parallel-flow TDU system is safer than the conventional counter-flow TDU. The typical counter-flow system requires the baghouse to follow the PTU and filter the airborne particulate from the exhaust gases prior to the gases entering the STU. As a result, in a counter-flow system, the evaporated hydrocarbon contaminants from the PTU can condense on the baghouse bags, which can cause catastrophic fires in the baghouse.

Our business strategy to recycle high BTU waste streams into alternative fuels is driven by our efforts to provide lower cost recycling outlets and “green” recycling alternatives to customers seeking price differentiation or demanding 100% recycling of their waste products, as well as the significantly higher cost of fossil fuels.

Many waste streams have high BTU value but yet are currently being disposed of in landfills. We believe that market demand exists for alternative commercial fuel products that can be recycled from these high BTU wastes. We are seeking to develop or acquire operations that will allow us to identify these wastes and process them into a readily accepted alternative fuel, which then can be sold to end users at a discounted price compared to fossil fuel prices. We believe that many customers will seek to have their waste streams recycled and converted into alternative energy fuels once they are educated as to the “green” and cost-effective characteristics of these processes and materials.

We offer environmental consulting and engineering services to industrial, commercial and other third party clients. We also have several well drilling rigs used exclusively in connection with providing consulting services to our customers. We have designed and implemented programs that have blended technical, business and compliance-related strategies on behalf of our clients. All of these services are required for Brownfield site redevelopment. The projects that we undertake range in size from simple one-time tasks, to multi-phase complex engineering programs. Our services include:

We have a small medical waste collection and disposal business that services customers in Connecticut and New York.

In the early 1990s, stakeholders expressed their concerns to the EPA about the problems associated with Brownfields in the United States. A Brownfield is generally defined as any real property, the expansion, redevelopment, or reuse of which may be complicated by a potential or actual hazardous substance, pollutant or contaminant. A Brownfield site may be a residential, commercial or industrial property. The EPA estimates that there are more than 450,000 Brownfield sites in the United States. More than 600,000 properties that were once used for industrial, manufacturing or other commercial purposes had been abandoned or were underutilized as a result of hazardous substance contamination or the suspicion that such contamination existed. These Brownfield areas, particularly those in city centers, contributed to blight and unemployment in surrounding communities. The fear of owning, operating or redeveloping properties with suspected environmental liabilities prevented communities, developers and investors from restoring these properties to productive use and revitalizing impacted neighborhoods.

In 1995, the U.S. Environmental Protection Agency, or EPA, instituted a results-oriented program to change the way contaminated property is perceived, addressed and managed. This program was designed to empower states, communities, and other stakeholders in economic redevelopment to work together in a timely manner to prevent, assess, safely cleanup and sustainably reuse Brownfields. Initially, the EPA provided small amounts of seed money to local governments, which launched hundreds of two-year Brownfield pilot projects. The EPA also provided funding to create local environmental job training programs to ensure that the economic benefits derived from Brownfield revitalization efforts remain in local neighborhoods. Federal laws, such as the Small Business Liability Relief and Brownfields Revitalization Act signed in 2002, have expanded potential federal financial assistance for Brownfield revitalization, including grants for assessment, cleanup and job training. This law also limits the liability of certain contiguous property owners and prospective purchasers of Brownfield properties to encourage revitalization and reuse of Brownfield sites. Finally, this law expanded eligibility for Brownfields funding by broadening the entities eligible for funding and by permitting the award of cleanup grants to eligible entities, including nonprofit organizations that own the property they wish to clean up. According to the EPA, its investment in this program has resulted in leveraging more than $6.5 billion in Brownfields cleanup and redevelopment funding from the private and public sectors, and creating approximately 25,000 new jobs.

State programs, including Pennsylvania’s Growing Greener and Growing Greener II initiatives and New Jersey’s Voluntary Cleanup Program, or VCP, provide incentives to eliminate costly environmental liabilities by supporting specific clean-up and redevelopment projects. Growing Greener II, for example, is expected to direct approximately $230 million to the Pennsylvania Department of Environmental Protection from 2005 through 2010 for a variety of environmental cleanup projects, including serious environmental problems at abandoned mines and contaminated industrial sites. New Jersey’s VCP program facilitates a flexible approach for managing remediation of sites with low levels of contamination to turn them into viable commercial or residential centers. Additionally, an area that is classified as a Brownfield under the New Jersey Brownfield and Contaminated Site Remediation Act can be remediated under the VCP, which permits easier and faster reclamation and reuse of formerly contaminated facilities. As a result, many Brownfield sites previously avoided by developers are being reclaimed and recycled into viable parcels that serve to stimulate economic growth by expanding the area’s financial and tax base, and to continue to protect the environment.

As a result of these initiatives, federal, state and local programs providing funding for redevelopment and cleanup initiatives have gained momentum since the mid-1990’s and are generating significant public and private expenditures. For example, the federal Brownfields Tax Incentive signed into law in August 1997, as amended in December 2000, permits eligible taxpayers to fully deduct certain environmental cleanup costs at targeted sites in the year in which the costs were incurred, rather than having to capitalize them over time. According to the EPA, the U.S. Treasury Department estimates that this tax incentive will leverage $3.4 billion in private investment and return approximately 8,000 Brownfields to productive use.

We believe these federal and state initiatives, together with increased spending on Brownfield reclamation projects, have created an increased demand for our services. We have developed and will continue to develop our integrated platform of environmental services that allow us to locate potential Brownfield investment opportunities, acquire the site, assess the necessary redevelopment steps and perform and complete much of the required work in a timely and cost-effective manner. We have the following capabilities with respect to Brownfield development:

We seek to identify Brownfield sites that we can own, operate, control or develop to provide disposal outlets to customers and facilities in the northeastern United States, which in turn will place our services closer to their markets. We select these Brownfield sites based upon cost, capacity, permit considerations and proximity to these customers and facilities. At present, we currently own one Brownfield site in central Connecticut. Subject to the availability of resources, our goal is to identify and acquire up to four additional Brownfield sites over the next 12 months.

Where feasible, we intend to utilize our own Environmental Services, Transportation and Disposal and Treatment and Recycling business segments to assist in these efforts. By doing so, we will be able to perform the necessary work to revitalize these properties on a more cost-effective basis. Our integrated environmental services platform will allow us to conduct environmental consulting and engineering work efficiently and reduce the amount of time needed to rehabilitate the property. Further, our consulting and regulatory expertise will help us to navigate among the relevant and numerous environmental regulatory agencies, requirements and personnel without having to engage costly outside consultants or contractors to do so. Ultimately, we intend to sell our Brownfield sites as productive, usable land for industrial, commercial or residential development, depending on the particular property and location. By decreasing our costs of rehabilitation, we believe that our Brownfield site redevelopment program will become a successful part of our overall business strategy.

The construction market in the United States remains relatively stable despite the continued depressed state of the residential construction sector. According to FMI Corporation, overall construction is expected to grow in 2008 at a rate of 5.8%. “Green” nonresidential construction accounted for $13.4 billion in total construction project spending 2006 and is expected to increase to $21.2 billion by the end of 2008.

We recognize the opportunity and value in recycling, reprocessing and reselling materials that we remove from jobsites, especially to support “green” construction efforts. We currently produce a variety of clean, recycled construction materials for customers throughout our service area. For example, we accept material such as large rock from construction sites. We then crush the stone and aggregate from those materials at our rock crushing and recycling facility in North Bergen, New Jersey and then resell the recycled stone back to contractors, wholesalers and retail construction materials suppliers.

We recycle and resell the following construction materials and products:

Effective April 1, 2008, New Nycon, Inc., our wholly owned subsidiary, acquired certain of the assets of Nycon, Inc. See “ — Development of Our Business and Significant Acquisitions — Acquisition Related to Concrete Fibers Segment.” In the early 1980’s, Nycon, Inc., was one of the original developers of synthetic fibers that served to prolong the service life of concrete. Nycon initially developed a three-dimensional, multi-filament nylon fiber specifically designed for reinforcing concrete and cement-based products. Since 1999, Nycon expanded its offerings to include a full spectrum of steel, synthetic and glass reinforcing fibers.

New Nycon’s portfolio of products features a wide array of reinforcing fibers, including steel, glass, nylon, polyolefin, polypropylene and polyvinyl alcohol. These fibers can be used in a variety of construction and concrete applications, including industrial floor slabs, airport runways, nuclear containments, decorative concrete, stucco, plaster and precast products, depending upon the type and specific properties of the particular fiber.

In May 2008, New Nycon introduced a new product line called Nycon-G™, an eco-friendly reinforcing fiber manufactured from post-consumer carpet waste and developed sustainably under a patented process. Available in both nylon and polypropylene blends, we believe that the production of Nycon-G™ fibers has minimal or no negative impact on the environment and that these are the first concrete fibers in production that both increase the utility and value of concrete and support a “green” building process. By using carpet waste, Nycon-G™ extends the useful life of post-consumer carpet instead of increasing the burden on landfill space. The performance of Nycon- G™ for a specific application is at least comparable to other products in New Nycon’s line of concrete fibers designed for that application. Furthermore, Nycon-G™ serves to enhance a building project’s eligibility to receive Leadership in Energy and Environmental Design, or LEED, certification from the U.S. Green Building Council, a non-profit trade organization that promotes sustainability in how buildings are designed, built and operated. Receiving LEED certification can provide building project owners with a number of benefits, including:

New Nycon also provides product support services that enable its customers to work effectively and competitively. New Nycon’s support services ensure that its distribution channels deliver product in a timely manner by:

As part of our acquisition of Nycon, we entered into an exclusive, worldwide license agreement with the holder of certain patented technology for making and using the Nycon-G™ product line. Upon entering into this license agreement, we paid the licensor a fee of 15,000 shares of our common stock, which were placed in escrow pending the satisfaction by New Nycon of certain financial objectives. We agreed to pay the licensor a consulting fee of $7,740 per month for the first 12 months of the license agreement, and an annual royalty fee of 30% of the earnings before taxes, depreciation and amortization generated by New Nycon’s fiber and fiber-related products, equipment, technology and services. The license agreement terminates upon the expiration of the last of the licensor’s patent rights covered by the agreement, which with respect to the existing process patent is currently expected to be 2023. The licensor may terminate the license agreement upon 30 days’ advance notice if we fail to make any required payment under the license agreement.

Our Materials segment requires us to obtain raw material in the form of uncrushed and unprocessed rock. We typically obtain this material from local construction and excavating job sites, whereby the supplier pays us to dispose of the rock taken away from the construction site. We believe that the current marketplace contains a sufficient amount of raw materials, not from any one particular supplier, to meet our supply needs for the Materials segment.

Our Concrete Fibers segment is also dependent upon the supply of raw materials. We obtain raw material in the form of nylon resins and polymers made from petroleum in order to produce concrete fibers. We typically obtain these raw materials from various manufacturers, including Solutia, Inc., INVISTA, ABC Fibers (a division of Alabama Bag Company, LLC), and Kuraray Co. Ltd., for which we believe an adequate supply exists to support our operations for the foreseeable future. Our recently introduced Nycon-G™ line of products is manufactured from post-consumer carpet waste and developed under a patented process. We believe that we have, and will continue to have, access to sufficient sources of waste carpet to meet our current and anticipated needs for the foreseeable future.

Our Transportation and Disposal and our Materials segments share an independent sales force consisting of four representatives, as well as several other sales personnel and consultants, with significant experience in the soil transportation and disposal industry. This sales team utilizes publicly accessible sources to identify companies with potential excavation, transportation and disposal needs. These potential sales leads might include, among others, construction contractors, tank contractors, remediation contractors and environmental consultants. Once identified, members of our sales team introduce themselves to these companies by direct contact. Our sales team can assist potential customers in developing a cost-effective excavation, transportation and disposal plan, in part by identifying a suitable disposal matrix to various facilities for the materials. Factors that typically guide our facility selection include tonnage, type and level of contaminants present, jobsite location and geophysical characteristics of the site. Where appropriate, our Transportation and Disposal segment’s sales force may also generate internal leads for other of our segments, including Treatment and Recycling and Materials.

Our Treatment and Recycling segment is staffed by internal sales force that focuses on commercial, industry and refinery companies. This internal sales force also focuses on construction, tank and remedial contractors who have complex environmental projects requiring equipment and personnel on site to facilitate the removal of wastes.

Our Environmental Services segment has several project managers who call on engineers, consultants and contractors to market their services. They also receive leads from sales personnel working for our other segments. On large and complex projects, it may require several of our sales and marketing personnel working together with company managers to sell and perform the services necessary to complete the project on time and within cost parameters.

New Nycon’s concrete fiber products are repackaged and distributed through in-house and outsourced distribution centers. Our Concrete Fibers segment uses Nycon’s independent sales and distribution network of approximately 35 domestic and 20 international sales representatives to assist us in these efforts.

Our three largest customers comprised approximately 32% and 51% of our consolidated revenues for the three months ended March 31, 2008 and the year ended December 31, 2007, respectively.

With respect to our individual segments, our customer concentration was as follows:

We operate in highly competitive markets and face substantial competition in all phases of operations from a variety of different competitors, depending on the industry and service area. Within the waste treatment and recycling industry, price, transportation logistics, processing capacity and liability management are key decision drivers for potential clients.

Our Transportation and Disposal segment bases its pricing on the cost to dispose of waste into landfills or other facilities and subcontractor costs, which are impacted by the cost of fuel and the distance from the job site to the disposal outlet. The Transportation and Disposal segment faces competition from other similar trucking and disposal operations in the Northeast region, including Andrews Trucking, Ltd., Impact Environmental, Clean Earth, Inc., Leticia, Inc. and other smaller independent brokerage operations. We believe that our Transportation and Disposal operations are competitive due to our long-standing and existing contacts and customer relationships within the construction industry, and particularly in the New York metropolitan area.

We believe our Treatment and Recycling segment offers competitive pricing due to the competitive cost structure of our recycling facilities, our ability to match waste streams to the appropriate technology, and our ability to transform contaminated wastes into reclaimed material for beneficial use. In addition, our throughput capacity and source of cost-advantaged fill materials from our Treatment and Recycling segment have allowed us to be in a position to capture the larger recycling jobs in the Northeast region. Our current Treatment and Recycling operations compete with those of, among others, Clean Earth, Inc., Clean Harbors, Inc., EMSI Services, Inc., Earle Asphalt Company and Soil Safe, Inc. We anticipate that our proposed operations to convert high-energy BTU waste into alternative fuels will compete with the similar operations of Synagro Technologies, Inc., New England Fertilizer Company, EnerTech Environmental, Inc., Veolia Environnement and N-Viro International Corporation.

Within the Environmental Services segment, we believe we differentiate our operations based on several key competitive factors, including the breadth of our service offerings, price and track record. Our rehabilitation of Brownfields within this segment is aided by the use of materials and soils from our other business segments, which we believe will contribute to the success of this segment in future periods. The Environmental Services segment faces competition from other mid-size environmental consulting firms and real estate development companies, some of which may also invest in and seek to rehabilitate Brownfield sites, including Langan Engineering & Environmental Services, Roux Associates, Inc. and Birdsall Engineering, Inc.

Our Materials segment faces competition from construction and contracting companies that also operate in the market for recycling construction material. The pricing of our crushed rock products is dependent upon the supply and demand of the construction industry in the New York metropolitan area for our products. Our ability to compete in this segment is also dependent on our ability to obtain unprocessed rock material from construction projects and excavation sites. We believe that our Materials segment is well positioned to compete in this area given the synergies created between this segment and our Transportation and Disposal segment, which allow us to obtain and sell materials through the same customer contacts. Our Materials segment competes with Haines & Kibblehouse, Inc., Tilcon Connecticut Inc. and Tilcon New York Inc.

Our Concrete Fibers segment operates in a mature industry dominated by several large companies that purchase the majority of the concrete fiber output for use in commercial and industrial concrete products. The demand for our concrete fiber products is driven in large part by demand from the commercial and residential construction industries and prices set by the large companies that purchase our concrete fiber output. Our ability to compete in this segment is dependent upon our ability to negotiate favorable sales agreements with these companies and our ability to manage the costs of obtaining raw materials and producing our concrete fiber products. We believe that certain of our product lines, such as Nycon-GÔ, provide us with a competitive advantage in negotiating sales agreements with purchasers of our concrete fiber products. Among others, we compete with Propex, Inc., Polymer Group, Inc. and FORTA Corporation.

Our business is subject to extensive and evolving federal, state and local environmental, health, safety and transportation laws and regulations. These laws and regulations are administered by the EPA and various other federal, state and local environmental, zoning, transportation, land use, health and safety agencies in the United States. Many of these agencies regularly examine our operations to monitor compliance with these laws and regulations and have the power to enforce compliance, obtain injunctions or impose civil or criminal penalties in case of violations.

Because the major component of our business is the collection, disposal and beneficial reuse of residual waste, a significant amount of our capital expenditures is related, either directly or indirectly, to environmental protection measures, including compliance with federal, state and local laws. For the three months ended March 31, 2008 and the year ended December 31, 2007, we spent approximately $0.2 million and $0.3 million, respectively, on costs associated with complying with federal, state and local environmental regulations.

Our facilities are also subject to local siting, zoning and land use restrictions. Although our facilities occasionally have been cited for regulatory violations, except as described in “Item 8. Legal Proceedings — Environmental Matters,” we believe that each of our facilities is in substantial compliance with the applicable requirements of federal, state and local laws regulating our business, the regulations thereunder, and the licenses which we have obtained pursuant thereto.

There are many federal laws and regulations that have been enacted to regulate the environment and human health and safety. The following section summarizes just a few of the key federal laws and regulations that may affect our operations and business.

The Resource Conservation and Recovery Act of 1976, or RCRA, is the principal federal statute governing hazardous waste generation, treatment, storage and disposal. The EPA administers compliance with RCRA and has adopted regulations implementing RCRA. These regulations govern, among other things, the handling of wastes classified as “hazardous.” The 1984 amendments to RCRA substantially expanded its scope by, among other things, providing for the listing of additional wastes as “hazardous” and providing for the regulation of hazardous wastes generated in lower quantities than under previous law. Additionally, the amendments impose restrictions on land disposal of certain hazardous wastes, prescribe more stringent standards for hazardous waste land disposal sites, set standards for underground storage tanks and provide for “corrective” action at or near sites of waste management units. Under RCRA, liability and stringent operating requirements may be imposed on a person who is either a “generator” or a “transporter” of hazardous waste, or an “owner” or “operator” of a waste treatment, storage, or disposal facility.

The Comprehensive Environmental Response, Compensation and Liability Act of 1980, or CERCLA, which is also known as “Superfund”, provides for federal authority to respond directly to releases or threatened releases of hazardous substances into the environment that have created actual or potential environmental hazards. CERCLA imposes strict liability for cleanup of disposal sites upon current and former site owners and operators, generators of the hazardous substances at the site and transporters who selected the disposal site and transported substances thereto. Liability under CERCLA is not dependent on the intentional disposal of hazardous substances; it can be based upon the release or threatened release of hazardous substances as defined by CERCLA and other applicable statutes and regulations, even as a result of lawful, unintentional and non-negligent action. Liability may exist for damage to publicly owned natural resources. We are subject to potential liability under CERCLA as an owner or operator of facilities at which hazardous substances have been disposed or as a generator or transporter of hazardous substances disposed of at other locations.

The Clean Air Act was initially passed by Congress in 1955 to control the emissions of pollutants into the air. This law requires permits to be obtained for certain sources of toxic air pollutants, such as vinyl chloride, or criteria pollutants, such as carbon monoxide. In 1990, Congress amended the Clean Air Act to require further reductions of air pollutants with specific targets for non-attainment areas in order to meet certain ambient air quality standards. These amendments also require the EPA to promulgate regulations that control emissions of 189 hazardous air pollutants; create uniform operating permits for major industrial facilities similar to RCRA operating permits, mandate the phase-out of ozone depleting chemicals, and provide for enhanced enforcement. The Clean Air Act requires the EPA, working with the states, to develop and implement regulations that result in the reduction of volatile organic compound emissions and emissions of nitrogen oxides in order to meet certain ozone air quality standards specified by the Clean Air Act.

The Clean Water Act establishes the basic structure for regulating discharges of pollutants into the waters of the United States and regulating quality standards for surface waters. The Clean Water Act prohibits discharges into the waters of the United States without governmental authorization and regulates the discharge of pollutants into surface waters and sewers from a variety of sources, including disposal sites and treatment facilities. Under the Clean Water Act, the EPA has implemented pollution control programs such as setting wastewater standards for industry and water quality standards for all contaminants in surface waters. The EPA’s National Pollutant Discharge Elimination System permit program controls discharges. Industrial, municipal and other facilities must obtain permits if their discharges go directly to surface waters.

Under the authority of the Clean Water Act, the EPA has also adopted the Oil Pollution Prevention regulation that sets forth requirements for prevention of, preparedness for, and response to oil discharges at specific non-transportation-related facilities. To prevent oil from reaching navigable waters and adjoining shorelines, and to contain discharges of oil, the regulation requires these facilities to develop and implement spill prevention, control and countermeasure plans and establishes procedures, methods and equipment requirements. In 1990, the Clean Water Act was amended to require some oil storage facilities to prepare facility response plans that direct facility owners or operators to prepare and submit plans for responding to a worst-case discharge of oil. While our Casie Group operations have had an oil spill plan in place for approximately 18 years with the New Jersey Department of Environmental Protection, or NJ DEP, we have recently been charged by the EPA with not having an EPA-approved facility response plan in place. We are currently working with the EPA to address this matter to the satisfaction of both parties. See “Item 8. Legal Proceedings — Environmental Matters.”

The Occupational Safety and Health Act of 1970, as amended, establishes certain employer responsibilities, including maintenance of a workplace free of recognized hazards likely to cause death or serious injury, compliance with standards promulgated by the Occupational Safety and Health Administration, or OSHA, and various record keeping, disclosure and procedural requirements. Various standards for notices of hazards, safety in excavation and demolition work and the handling of asbestos, may apply to our operations. The Department of Transportation and OSHA, along with other federal agencies, have jurisdiction over certain aspects pertaining to safety, movement of hazardous materials, movement and disposal of hazardous waste and equipment standards. Various state and local agencies have jurisdiction over disposal of hazardous waste and may seek to regulate hazardous materials in areas not otherwise preempted by federal law.

There are also various state and local regulations that affect our operations. State law and regulations can be stricter than comparable federal laws and regulations when they are not otherwise preempted by federal law. Currently primarily all of our business is conducted in the Northeastern region of the United States, specifically New York, New Jersey, Pennsylvania and Connecticut. Accordingly, we must comply with those states’ requirements for recycling, transporting, storing and disposing of regulated wastes and other substances, and, when necessary, obtain licenses for recycling, processing, treating and storing such wastes at our facilities.

Our mine reclamation activity in Pennsylvania is governed by Pennsylvania’s Surface Mining Conservation and Reclamation Act, or SMCRA. The SMCRA provides for the conservation and improvement of land affected by the surface mining of coals and metallic and nonmetallic minerals. Through the SMCRA, the Environmental Quality Board, or EQB, is authorized to propose regulations for the administration of the reclamation and mining program by the Pennsylvania Department of Environmental Protection, or the PA DEP. The EQB’s regulations include a comprehensive system for operators of mines to obtain a permit and post the required bond. The regulations describe the procedures for obtaining a permit, such as providing public notice and allowing for public objection, and the payment of permit and reclamation fees. The regulations also contain the criteria for permit approval or disapproval.

Permit applications must contain detailed information on the affected area’s environmental resources, its geology, hydrology, vegetation, fish and wildlife, land use and viability as farmland. The applicant must also describe in detail all proposed mining and reclamation activities, including the procedures to be used, a timetable of the operation broken into discrete phases, blasting and topsoil disposal plans, projected costs, and proposals for restoring vegetation. This explanation must include the applicant’s strategy for preserving the hydrologic balance, preventing soil erosion, controlling air pollution, and maintaining the region’s geology and wildlife. In addition, the applicant’s activities are regulated by environmental protection performance standards that give specific instructions for topsoil removal and redistribution, maintenance of the hydrologic balance, the use of explosives, revegetation, and the preservation of prime farmland. Additional rules apply to the remining of areas with pollutional discharges. These rules require enhanced monitoring of the region’s geology and hydrology, as well as the implementation of an abatement plan to eliminate further pollution.

Prior to obtaining a permit, the mine operator also must file with the PA DEP a bond for the land affected by each operation. The amount of the bond required is determined by the PA DEP based upon the total estimated cost to Pennsylvania of completing the approved reclamation plan. Liability under the bond will continue for a period of five years after reclamation is completed.

We will attempt to minimize, wherever and to the greatest extent possible, the amount of regulation we must comply with in rehabilitating Brownfield sites. One essential part of our strategy will be to take advantage of voluntary cleanup programs in states that offer them. For example, the NJ DEP maintains a Voluntary Cleanup Program, or VCP. Through the VCP, responsible parties, developers, local officials, or individuals may work with the NJ DEP to redevelop or remediate non-priority contaminated sites that pose no immediate threat to human health or the environment. Under the VCP, the party conducting a cleanup enters into an agreement with the NJ DEP to establish the scope of cleanup activities. These activities could range from preliminary assessment and site investigation to determine if contamination exists at a site, to remedial actions. The VCP is designed to be flexible, allowing the parties to remediate the affected site on their own schedule. The parties may exit a VCP if they desire.

The VCP is not available for all properties. For example, properties under the EPA’s Superfund program or with underground storage tanks may not be part of the VCP. If an investigation reveals that a property is heavily contaminated and poses an immediate environmental concern, the NJ DEP will conduct an immediate cleanup using funds from the New Jersey Spill Compensation Fund. The NJ DEP will also try in those cases to find the responsible party to recover the costs of the cleanup.

There is no obligation to enter into an agreement with the NJ DEP under the VCP, but an agreement is required if the parties wish to obtain the NJ DEP’s oversight. This oversight is intended to ensure that cleanup activities are conducted in accordance with minimum state technical requirements for site redevelopment and capping activities. If a cleanup has been completed pursuant to these standards, a “no further action” letter will be issued by the NJ DEP, which generally serves to limit, but does not entirely eliminate, our liability for any contamination that is or may be found on the property in the future. Obtaining such a letter will assist us in being able to resell a Brownfield property. However, the limitation of liability provided as part of a no further action letter by a state environmental protection agency is subject to a variety of exceptions, including, among other things, in the event of the following circumstances:

In connection with our acquisition, development or expansion of a facility, we must spend considerable time, effort and money to obtain or maintain necessary required permits and approvals. There cannot be any assurances that we will be able to obtain or maintain necessary governmental approvals. Once obtained, operating permits are subject to modification, suspension or revocation by the issuing agency. Compliance with these and any future regulatory requirements could require us to make significant capital and operating expenditures. However, most of these expenditures are made in the normal course of business and do not place us at any competitive disadvantage.

We hold a number of permits, licenses and approvals, which allow us to operate in certain states or jurisdictions and to perform certain activities that require governmental approval. These permits and licenses are primarily held by Casie Group and consist of the following types of licenses:

We believe that we have acquired the necessary permits required by governmental authorities in order to conduct our current business operations. These permits were appraised and valued at $2.2 million on March 30, 2007 in connection with the acquisition of Casie Group. Once issued, our licenses have maximum fixed terms of a given number of years, which differ from state to state, ranging generally from three to ten years, and are generally renewable for an additional term or terms. The issuing state agency may review, modify or revoke a license at any time during its term. We anticipate that once a license is issued with respect to a facility, the license will be renewed at the end of its term if the facility’s operations are in compliance with applicable requirements. However, there can be no assurance that regulations governing future licensing will remain static, or that we will be able to comply with such requirements.

Casie Group has several permit modifications in process to significantly improve our ability to accept, manage and treat different types of waste. For example, we have applied to expand our hazardous material permit to allow us to treat and control certain government-regulated emissions that were not previously covered by this permit. We have also submitted numerous proposals to expand our existing New Jersey Class B recycling permit, which, if approved, would allow us to increase two-fold our daily volume, product storage and production capacity at MART.

We are also in the process of obtaining zoning permits for our Brownfield site located in central Connecticut. The property is currently zoned for general Brownfield redevelopment, but we are required to obtain approval for our specific activities on the property. We are also currently seeking a pollutant discharge permit from the EPA, which permit would specify the acceptable level of pollutants that may be present in the wastewater discharged from the site.

Our operations involve providing crushed stone, crushed aggregate, recycled oil and concrete reinforcing fibers, which are all products that must meet, or be used in products that must meet, various codes or other regulatory requirements and contractual specifications. For example, our concrete reinforcing fibers allow concrete applications to achieve specific durabilities, stress-level capacities, weight-bearing capacities and other characteristics. If we fail or are unable to provide products that meet these requirements and specifications, damage to life or property may occur, material claims may arise against us and our reputation could be damaged. We expect that in the future there may be claims of this kind asserted against us. If a significant product-related claim is resolved against us in the future, that resolution may have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our insurance programs cover the potential risks associated with our operations from two primary exposures: direct physical damage and third party liability. Our insurance programs are subject to customary exclusions.

We maintain a casualty insurance program providing automobile coverage and commercial general liability insurance in the amount of $1.0 million per occurrence and $2.0 million in the aggregate per year, subject to a $1,000 per occurrence deductible. As part of this liability insurance coverage, we have obtained pollution liability and professional liability insurance coverage to protect us from potential risks in three areas:

We maintain coverage of $1.0 million per occurrence and $1.0 million in the aggregate per year, covering third party bodily injury, property damage, remedial activities and associated liabilities for all operations performed by or on behalf of us. In addition to these coverages, we have obtained umbrella liability coverage of $10.0 million per occurrence and $10.0 million in the aggregate per year.

As part of our operations, we may be required to maintain designated levels of product liability insurance, which would generally apply to our Materials and Concrete Fibers operations. We currently maintain product liability insurance in the amount of up to $2.0 million in the aggregate which, based on our experience and industry practice, we believe to be adequate for our present operations. No assurance can be given that our insurance coverage will be sufficient to fully insure against all claims that may be made against us. Any failure to maintain product liability insurance when we are required to do so could harm our business and operations.

Federal and state regulations require liability insurance coverage or other financial assurance mechanisms for all facilities that treat, store or dispose of hazardous waste. For example, RCRA and comparable state hazardous waste laws typically require hazardous waste handling facilities to maintain pollution liability insurance in the amount of $1.0 million per occurrence and $2.0 million in the aggregate for both gradual and sudden occurrences. We have a policy insuring our treatment, storage and disposal activities that meets the regulatory requirements.

Under our insurance programs, coverage is obtained for catastrophic exposures, as well as those risks required to be insured by law or contract. It is our policy to retain a significant portion of certain expected losses related primarily to employee benefit, workers’ compensation, commercial general and vehicle liability. Provisions for losses expected under these programs are recorded based upon our estimates of the aggregate liability for claims. We believe that policy cancellation terms are similar to those of other companies in other industries.

We are required to have escrow accounts in which we deposit funds in the event of closure and post-closure events involving waste management facilities. We do not maintain any letters of credit or bonds that specifically support these obligations.

We currently own or license the patents and technology associated with one or more products in our Nycon^® line of concrete reinforcing fibers. The process for making and using Nycon-GÔ is covered by U.S. Patent No. 6,971,784. This manufacturing process involves reinforcing the concrete by adding to these materials fiber or fiber pellets produced from post-consumer carpet waste. We have obtained a worldwide, exclusive license covering this patent until 2023, the year in which the process patent expires. See “ — Our Integrated Environmental Services — Concrete Fibers.”

Under this license agreement, we also have licensed the rights on a worldwide, exclusive basis to a pending U.S. patent application (and any subsequently issued U.S. patent) that covers the process for separating the waste carpet fibers into their individual strands, and a further process for inserting and uniformly distributing these fibers throughout the concrete. However, there can be no assurance that a U.S. patent will in fact issue from this patent application in a timely manner or at all.

Separately, we have acquired U.S. Patent No. 6,554,465, relating to concrete production, which provides a packaging system for efficient and clean handling of concrete admixtures, such as fibers. The system allows for these additives to be mixed into concrete without any assistance from a human operator. This patent expires on January 29, 2021.

The protection afforded by these patents depends on a variety of factors that may severely limit the value of the patent protection we have received. We also do not have any patent protection relating to any of our Nycon^® fibers in any country outside of the United States, and therefore these fibers can be manufactured and sold by competitors in other countries without infringing these patents. No assurance can be given that these patents will provide us with meaningful protection from others wishing to develop, market and sell similar fibers or related products.

We own various U.S. registered trademarks used in connection with our Nycon^® line of reinforcing concrete fibers. These registered trademarks are supplemented by other common law trademarks not registered with the U.S. Patent and Trademark Office used by us with respect to our Nycon^® products. We do not have any trademark protection in any country outside of the United States, and therefore these trademarks could be used in other countries for similar or different products, without infringing upon our trademarks. We also have or have applied for service mark protections under certain state laws. These service marks provide only limited protection. No assurance can be given that these trademarks or service marks, especially our trademarks as to which we rely on common law rights, will provide us with any meaningful protection.

We actively seek and in the future will continue to seek, when appropriate and available, protection for our products and proprietary information by means of U.S. and foreign patents, trademarks, trade names, trade secrets, copyrights and contractual arrangements. We believe that we hold adequate rights to all of our intellectual property used in our business and that we do not infringe upon any intellectual property rights held by other parties. We have invested significantly in the development of technology and have established an extensive knowledge of the leading technologies, which we incorporate into the products and services that we offer and provide to our customers. Specifically, we rely upon confidentiality and non-disclosure agreements with our joint venture partner, customers, employees, consultants and other third parties, where appropriate, to protect our confidential and proprietary information. To the extent that we rely on confidentiality and non-disclosure agreements and trade secret protections, there can be no assurance that our efforts to maintain the secrecy of our proprietary information will be successful or that third parties will not develop similar inventions, works or processes independently.

As of August 1, 2008, our consolidated operations had 164 full-time employees and six part-time employees. Of these employees, 13 represent executives and management and 30 are employed in administrative and accounting roles. The remaining individuals are employed in operational and technical services roles. All of our subsidiaries’ employees are employed directly by each respective subsidiary.

As of August 1, 2008, Juda had a collective bargaining agreement with a national union expiring in June 2009. As a result of our initiative to subcontract trucking operations for the Transportation and Disposal segment to third parties, only one employee located at our Bronx, New York facility was covered under this agreement as of August 1, 2008. We believe that we have a good relationship with both our union and non-union employees.

We maintain a website at http://www.pureearthinc.com. The information contained on the website is not a part of this registration statement. To date, we have not filed reports with the SEC under the Exchange Act.

This registration statement and all of our future filings made under the Exchange Act will be available or accessible free of charge on our website, including copies of our future Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy and information statements, and any amendments to those filings. These filings will be made available as soon as reasonably practicable after they are filed with or furnished to the SEC. You may also request any materials we file with the SEC from the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549 or by calling (800) SEC-0330. In addition, our filings with the SEC are electronically available via the SEC’s website at http://www.sec.gov.

This section sets forth the material risks faced by the Company. You should carefully consider the risks described below in conjunction with the other information in this Registration Statement and related consolidated and condensed consolidated financial statements. The risks discussed below also include forward-looking statements, and our actual results may differ substantially from those discussed in, or implied by, the forward-looking statements.

We had been a development stage company with no active business from our formation in 1997 until we acquired our wholly owned subsidiary, South Jersey Development, Inc. (now known as Pure Earth Materials, Inc.) in January 2006, at which time we began to operate our environmental services business. As a result, we are essentially a start-up operation and have limited operating history upon which investors may base an evaluation of our potential future performance. As a result, there can be no assurance that we will be able to develop consistent revenue sources, or that our operations will be profitable. Our prospects must be considered in light of the risks, expense and difficulties frequently encountered by companies in an early stage of development. Such risks include, but are not limited to:

We must, among other things, determine appropriate risks, rewards and level of investment in each project, respond to economic and market variables outside of our control, respond to competitive developments and continue to attract, retain and motivate qualified employees. There can be no assurance that we will be successful in meeting these challenges and addressing such risks and the failure to do so could have a materially adverse effect on our business, results of operations and financial condition.

We intend to grow in large part through our strategy of acquiring existing businesses and forming new ones. We are currently in discussions with several non-affiliated companies in the environmental services industry to acquire either the assets or stock of those companies. No assurances can be given that we will be successful in acquiring these companies, or if so acquired, that we can adequately integrate these companies and derive a profitable rate of return. Additionally, with respect to some of our acquisitions, governmental, lender, investor or other third-party approvals may be required and there can be no assurance that we will receive such approvals. We intend to seek out other potential acquisition candidates in an effort to consolidate our business and expand upon our Brownfield redevelopment operations. There can be no assurance that we will be successful in locating potential acquisition candidates, or if we do locate such opportunities, that we will be able to negotiate a transaction on terms and conditions that are favorable to us or otherwise receive the appropriate governmental and third-party approvals.

Since January 2006, we have rapidly expanded our operations and anticipate that further significant expansion, including the possible acquisition of third-party assets, technologies or businesses, will be required to address potential growth in our customer base and market opportunities. This expansion has placed, and is expected to continue to place, a significant strain on our management, operational and financial resources. If we are unable to manage our growth effectively or if we are unable to successfully integrate any assets, technologies or businesses that we may acquire, our business could be affected adversely.

The implementation of new ownership, management teams and business strategies in a newly acquired business frequently involves risks, expenses and uncertainties that may adversely affect our business, results of operations, financial condition and prospects. Since selectively pursuing strategic acquisitions remains a part of our overall business strategy, any acquisitions we make could result in:

We may not successfully integrate any operations, technologies, systems, products or services that we acquire, and we cannot assure you that our recent or future acquisitions will be successful. If our recent or future acquisitions are not successful, it is likely that our financial performance will be adversely affected.

As a result of many of our previous acquisitions, we have succeeded to liabilities associated with the businesses and assets we have acquired. As a result, we have assumed, among other things:

In addition to the risks set forth above, we may discover additional information, risks or uncertainties about these businesses that may adversely affect us. Following an acquisition, we may have no recourse under applicable indemnification provisions for any of these risks or liabilities, and thus we may be responsible to pay unforeseen additional expenses and costs. Based on all of the foregoing liabilities, risks and uncertainties, there can be no assurance that these acquisitions will not, in fact, have a negative impact on our financial results.

Many of the companies or assets we have acquired, such as Casie Group and our current Brownfield site, have required us and will continue to require us to make substantial future contributions to support their needs for property, machinery, equipment and other capital expenditures and working capital needs. Some of these acquisitions require us to provide future capital infusions to them at stated times or from time to time, or to assume and repay indebtedness of the acquired company or their affiliates. We must continue to provide these companies with the necessary capital they need to develop and sustain their business and operations, and to pay any assumed obligations as and when they come due. Doing so, however, will drain precious financial and other resources from our other objectives and activities, and there is no assurance that our management will successfully allocate our resources among our product lines and potential products. Our failure to do so successfully may have a harmful effect on our financial condition, results of operations and ability to succeed as to our business strategy.

We expect to selectively pursue strategic acquisitions as part of our overall business strategy. Competition for acquiring attractive facilities and businesses in our industry is substantial. In executing this part of our business strategy, we may experience difficulty in identifying suitable acquisition candidates or in completing selected transactions. If we are able to identify acquisition candidates, such acquisitions may be financed with substantial debt or with potentially dilutive issuances of equity securities. Our ability to successfully complete acquisitions in the future will depend upon several factors, including the continued availability of financing. We cannot assure you that financing for acquisitions will be available on terms acceptable to us, if at all.

We require substantial working capital to fund our business. We believe that our current working capital, including our existing cash balance, together with our future cash flows from operations and available borrowing capacity under our revolving lines of credit, will be adequate to support our current operating plans for at least the next 12 months. However, if we need additional financing, such as for acquisitions or expansion or to fund a significant downturn in sales or an increase in operating expenses, there are no assurances that adequate financing will be available on acceptable terms, if at all. We may in the future seek additional financing from public or private debt or equity financings to fund additional expansion, or take advantage of opportunities or favorable market conditions. There can be no assurance such financings will be available on terms favorable to us or at all. To the extent any such financings involve the issuance of equity securities, existing stockholders could suffer dilution. If we raise additional financing through the issuance of equity, equity-related or debt securities, those securities may have rights, preferences or privileges senior to those of the rights of our common stock and our stockholders will experience dilution of their ownership interests. If additional financing is required but not available, we would have to implement further measures to conserve cash and reduce costs. However, there is no assurance that such measures would be successful. Our failure to raise required additional financing could adversely affect our ability to maintain, develop or enhance our product offerings, take advantage of future opportunities, respond to competitive pressures or continue operations.

The holder of our Series B Preferred Stock has certain control over our ability to raise debt and equity capital in the future. For certain and varying periods of time, the terms of the Series B preferred stock and the related warrant and other agreements include limitations on our ability to:

These rights may inhibit or prevent us from entering into certain capital raising transactions that we may believe necessary or desirable for the growth of our business or our continued operations. Alternatively, the operation of these rights may increase the cost of entering into future capital raising transactions. The existence and enforcement of these rights may have a material adverse effect on us and our financial condition.

The Series B preferred stock investor also has registration rights that last as long as 10 years from the date of the agreement. The investor may require us to file registration statements with the SEC to register shares of common stock underlying the warrant sold as part of the offering. We must also seek to obtain the effectiveness of the registration statement, and to maintain such effectiveness for specified periods of time. These registration rights may make it more difficult for us to raise capital by depressing the market price of our stock and by providing a significant risk of future dilution in the market for our common stock. Further, we may enter into financing arrangements in the future that may contain similar or other limitations on our ability to raise capital or issue debt or equity securities should we ultimately decide that we need or want to do so.

We now have, and will continue to have for the foreseeable future, a significant amount of debt. As of March 31, 2008, we had approximately $17.1 million of total debt outstanding, including $4.1 million of obligations under our Series B preferred stock that we are required to classify as a liability for accounting purposes. The remaining $2.2 million received in the $6.3 million Series B preferred stock issuance is allocated to a warrant with a contingent redemption provision, which was issued in connection with this transaction. The degree to which we are leveraged could have important adverse consequences to us, limiting management’s choices in responding to business, economic, regulatory and other competitive conditions. In addition, our ability to generate cash flow from operations sufficient to make scheduled payments on our debts as they become due will depend on our future performance, our ability to successfully implement our business strategy and our ability to obtain other financing. Our indebtedness could also adversely affect our financial position.

Our substantial indebtedness could have important consequences to us and our investors. For example, it could:

Upon the occurrence of various events, such as a change in control, some or all of our outstanding debt obligations may come due prior to their maturity date, which could serve to prevent the occurrence of a change in control or other transaction that may ultimately benefit our equity holders.

We are a holding company and substantially all of our properties and assets are owned by, and all our operations are conducted through, our subsidiaries. As a result, we may be dependent upon cash dividends and distributions or other transfers from our subsidiaries to meet certain of our debt service obligations, including payment of the interest on and principal of our indebtedness when due, and our other obligations. The ability of our subsidiaries to pay dividends and make other payments to us may be restricted by, among other things, the terms of our indebtedness, applicable corporate, tax and other laws and regulations in the United States and agreements made by us and our subsidiaries, including under the terms of future indebtedness or other obligations. These restrictions may make it more difficult or may prevent us from obtaining cash from a subsidiary necessary to repay the obligations of our holding company or those of our other subsidiaries.

We may not have sufficient cash to pay, or may not be permitted to pay, the redemption price upon any redemption of our Series B preferred stock. As described in “Item 11. Description of Registrant’s Securities to be Registered — Series B Preferred Stock and Related Common Stock Purchase Warrant — Mandatory Redemption,” upon certain events, we will be required to pay to the holder of Series B preferred stock a cash redemption payment of up to 103% of the liquidation value of the shares being redeemed. As a result, we may be required to pay significant amounts in cash to holders of the Series B preferred stock upon any redemption of those shares. If we do not have sufficient cash on hand at the time of any such redemption, we may have to borrow funds under our credit facilities or raise additional funds through other debt or equity financing. Our ability to borrow the necessary funds under our revolving lines of credit will be subject to our ability to remain in compliance with the terms under the respective line of credit agreements and to have borrowing availability thereunder. In addition, our ability to raise any additional financing, if necessary, will depend on prevailing market conditions. Further, we may not be able to raise such financing within the period required to satisfy our obligation to make timely payment upon any redemption. In addition, the terms of our revolving line of credit agreements or any future debt may prohibit us from making these redemption payments or may restrict our ability to make such payments by requiring that we satisfy certain covenants relating to the making of restricted payments.

Our ability to make cash payments, if required, to service our indebtedness will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We believe our cash flows from operating activities and our existing capital resources, including the liquidity provided by our existing indebtedness, will be sufficient to fund our operations and commitments for at least the next 12 months. We cannot assure you, however, that our business will continue to generate sufficient cash flows from operations or that future sources of funds will be available to us in an amount sufficient to enable us to pay our indebtedness, or to fund our other liquidity needs. To do so, we may need to refinance all or a portion of our indebtedness on or before maturity, sell assets, or seek additional equity financing. We cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all.

Various risks, uncertainties and events beyond our control could affect our ability to comply with the covenants and financial tests required by our existing indebtedness. Failure to comply with any of the covenants in our existing or future financing agreements, including the terms of our revolving lines of credit and our Series B preferred stock, could result in a default under our indebtedness, the Series B preferred stock, or other financing arrangements. An event of default would permit the lenders to accelerate the maturity of the debt under these agreements. Under these circumstances, we might not have sufficient funds or other resources to repay or satisfy all of our obligations. In addition, the limitations imposed by our indebtedness and Series B preferred stock on our ability to incur additional debt and to take other actions might significantly impair our ability to obtain other financing.

Covenants related to our and our subsidiaries’ revolving lines of credit and our Series B preferred stock require us to, among other things, comply with certain financial tests and restrictions, including:

Furthermore, these instruments restrict our and our subsidiaries’ ability to:

Our ability to comply with these covenants is subject to various risks and uncertainties. In addition, events beyond our control could affect our ability to comply with and satisfy the financial tests required by our revolving lines of credit and our Series B preferred stock. Any failure by us to comply with all applicable covenants could result in an event of default with respect to, and the acceleration of the maturity of, a substantial portion of our debt, and would require us to redeem our Series B preferred stock. Even if we are able to comply with all applicable covenants, the restrictions on our ability to operate our business in our sole discretion could harm our business by, among other things, limiting our ability to take advantage of financing, mergers, acquisitions and other corporate opportunities.

We have incurred debt, the repayment of which has been secured by certain of our and our subsidiaries’ assets, including our real property, machinery, equipment, accounts receivable and other property. As a result of these liens and mortgages, a default upon our secured debt could permit the lenders to foreclose on the assets securing the debt, and to liquidate those assets. The loss of any of our assets arising from a default under our debt would hinder our ability to operate our business and may cause our security holders to lose some or all of the value of their investment in our securities.

Our operations are significantly affected by the commencement and completion of major site remedial projects; cleanup of major spills or other events; seasonal fluctuations due to weather and budgetary cycles influencing the timing of customers’ spending for remedial activities; the timing of regulatory decisions relating to waste management projects; changes in regulations governing the management of contaminated and non-contaminated soils; and the propensity for delays in the remedial market; and changes in the myriad of government regulations governing our diverse operations. We do not control such factors and, as a result, we anticipate our revenue and income may vary significantly from quarter to quarter, and past financial performance for certain quarters may not be a reliable indicator of future performance for comparable quarters in subsequent years.

Our operations may be affected by seasonal fluctuations due to weather and budgetary cycles influencing the timing of customers’ spending for remedial activities. Typically during the first quarter of each calendar year there is less demand for environmental remediation due to weather-related reasons, particularly in the Northeastern United States, and increased possibility of unplanned weather-related site shutdowns. Certain weather conditions may result in the temporary suspension of our operations, which can significantly affect the operating results of the affected regions. This seasonality in our business makes it harder for us to manage our business and for investors to evaluate our performance. Additionally, due to these and other factors, operating results in any interim period are not necessarily indicative of operating results for an entire year, and operating results for any historical period are not necessarily indicative of operating results for a future period. Specifically, Casie Group’s TDU is more expensive to run during the first quarter of each fiscal year due to colder and wetter weather coupled with higher natural gas costs.

Because real estate investments are relatively illiquid, our ability to promptly sell properties in our developing portfolio of Brownfield sites (or any interest therein) or any of our other real estate in response to changing economic, financial and investment conditions may be limited. The real estate market is affected by many factors, such as general economic conditions, availability of financing, interest rates and other factors, including supply and demand, that are beyond our control. We cannot predict whether we will be able to sell any real property for the price or on the terms set by us or whether any price or other terms offered by a prospective purchaser would be acceptable to us. We also cannot predict the length of time needed to find a willing purchaser and to close the sale of a property.

Our ability to generate revenues from our operations is and will be significantly dependent upon the continued strength of the real estate construction and environmental services industries, especially in the northeastern United States. These events are subject to a number of risks and uncertainties, most of which are out of our control, including:

We will be required to expend significant funds to make improvements in our Brownfield properties to redevelop them for commercial, residential or other use before we may resell it. We cannot assure you that we will have funds available to complete these efforts or to make those improvements, and the costs may be significantly more than we anticipate, even after conducting a careful evaluation of the specific environmental problems. In acquiring a property, transfer restrictions or other limitations may materially restrict us from selling that property before we complete any improvements, or even thereafter. These transfer restrictions would impede our ability to sell a property even if we deem it necessary or appropriate.

We envision that the time necessary to locate, acquire, rehabilitate, market and sell our current and any future Brownfield site will be substantial. It is often difficult to predict the time necessary to acquire or obtain appropriate environmental permits and approvals. Furthermore, if we acquire a direct or indirect interest in a Brownfield through a joint venture or other structure, our ability to recognize revenue from the sale of the Brownfield may be delayed by the investor’s inability to remediate the Brownfield, its lack of funding or other difficulties. We cannot assure you that these and other delays will not be greater than we anticipate, even after conducting a careful evaluation of the property and any potential investing partner.

Our operating results will be subject to risks generally incident to the ownership and development of real estate, including:

In addition, local conditions in the markets in which we own or intend to own and develop Brownfield sites or in which the collateral securing our loans is located may significantly affect our ability to successfully convert these properties for beneficial residential, commercial or industrial use. For these and other reasons, we cannot assure you that our Brownfield redevelopment strategy will be profitable or that we will realize growth in the value of the Brownfield properties we acquire.

We encounter intense competition in all phases of operations from a variety of different competitors, depending on the service area. In the United States, the industry consists of large national environmental companies, and local and regional companies of varying sizes and financial resources. Competitors may reduce their prices to expand their sales volume or to win bids on contracts. As an example, we believe that, as a result of the expansion of our Transportation and Disposal segment, our competitors are currently decreasing established market rates to retain customers. When this happens, we may reduce prices or offer lower pricing to attract or retain our customers, resulting in a negative impact to our revenue growth from business operations. There can be no assurance that we will be able to offset the effects of price reductions with an increase in the number of customers, higher sales, cost reductions, or otherwise. Such pricing pressures could result in an erosion of our market share, revenues and operating margins, any of which could have a material adverse effect on our business.

The markets in which we compete are characterized by new product and service introductions, evolving industry standards, and the changing needs of customers. There can be no assurance that our existing services will continue to be properly positioned in the market or that we will be able to introduce new or enhanced products into the market on a timely basis, or at all. There can be no assurance that enhancements to existing services or new services will receive customer acceptance.

A central part of our business plan is to develop or acquire new recycling technologies for the beneficial reuse of different waste streams. For example, we are presently exploring the acquisition or development of technologies to recycle wastes into alternative fuels, instead of incinerating these waste streams or disposing them into landfills. Our ability to achieve profitability and future growth is dependant on our ability to improve our knowledge and implementation of these waste processing and recycling technologies. Our inability to successfully implement or acquire these technologies, as a result of insufficient capital or otherwise, will have a material adverse effect on our business and results of operations.

Our operations are subject to the many hazards inherent in the storage and transportation of hazardous materials, including extreme weather conditions, such as hurricanes and rough seas, which are common along the East Coast, explosions, fires, accidents, mechanical malfunctions, faulty measurement and other operating errors, and acts of war, terrorism or vandalism. If any of these events were to occur, we could suffer substantial losses because of personal injury or loss of life, severe damage to and destruction of property and equipment, and pollution or other environmental damage resulting in curtailment or suspension of our related operations and potentially substantial unanticipated costs for the repair or replacement of property and environmental cleanup. Furthermore, events such as hurricanes can affect large geographical areas, which can cause us to suffer additional costs and delays in connection with subsequent repairs and operations because contractors and other resources are not available, or are only available at substantially increased costs following widespread catastrophes.

While we plan to expand the geographic scope of our business, our operations and customers are currently located primarily in the northeastern United States and in the mid-Atlantic region. Therefore, our entire business, financial condition and results of operations are especially susceptible to local and regional economic downturns in these areas. We do not have the benefit of geographic or regional diversity, which could lessen the impact of local or regional downturn in financial or economic conditions. In addition, as we expand in our existing markets, opportunities for growth within these regions will become more limited and the geographic concentration of our business will increase. The costs and time involved in permitting and the scarcity of available landfills, transfer stations and other disposal facilities could make it difficult for us to expand in these markets. We may not be able to lessen our regional geographic concentration through acquisitions or internal expansion of our business.

In the event that most of our future Brownfield properties are located in a single state, geographic area or region, our operating results and ability to make distributions are likely to be impacted by economic changes affecting the real estate markets in that area or region. Our results of operations and financial condition may be materially and adversely affected by these changes to the extent that we lack a geographically diversified portfolio of properties.

The cost to provide soils and other materials to a Brownfield property will increase as the distance between the property and the sources of such materials increases. While we will seek to acquire Brownfield properties that are located near these sources of materials, there can be no assurance that we will be able to identify and complete acquisitions of such properties. Thus, the distance of our Brownfield properties from our sources of materials may have a material adverse effect on our results of operations and financial condition.

We are working on several profit improvement initiatives aimed at lowering our costs and enhancing our revenues, and we continue to seek ways to reduce our operating expenses. While generally we may be successful in managing our selling, general and administrative costs, disposal costs, transportation costs, direct labor and subcontractor costs, our initiatives may not be sufficient. Even as our revenues increase, if we are unable to control variable costs or increases to our fixed costs in the future, we will be unable to maintain or expand our margins.

The price and supply of fuel are unpredictable, and can fluctuate significantly based on international, political and economic circumstances, as well as other factors outside our control, such as actions by OPEC and other oil and gas producers, regional production patterns, weather conditions and environmental concerns. Presently, the cost of gasoline, diesel fuel and other petroleum-based or other fuel products are at record high levels. The cost of natural gas, which we use in our TDU, has also fluctuated significantly in the past, especially during the colder months, and we believe that this trend will continue in the future.

We purchase fuel to run our trucks and equipment used in our operations and as fuel prices increase, our direct operating expenses increase. We may implement a fuel surcharge program, designed to offset increased fuel expenses; however, we may not be able to pass through all of our increased costs onto our customers or we may lose customers as a result of the price increase. We do not currently engage in fuel hedging transactions or purchase gasoline or fuel future contracts in an effort to mitigate the risk of future fuel price increases. While we may in the future initiate programs or means to guard against the rising costs of fuel, there can be no assurances that we will be able to do so or that any of such programs will be successful. Regardless of any hedging transactions or offsetting surcharge programs, the increased operating costs will decrease our operating margins.

Many of our facilities are subject to the requirements of OSHA and comparable state statutes that regulate the protection of the health and safety of workers. In addition, the OSHA hazard communication standard requires that we maintain information about hazardous materials used or produced in our operations and that we provide this information to our employees, state and local government authorities, and local residents. Failure to comply with OSHA’s requirements, including general industry standards, record keeping requirements and monitoring of occupational exposure to regulated substances, could adversely affect our results of operations if we are subjected to fines or significant additional compliance costs.

We are subject to significant potential liability and restrictions under environmental and transportation laws, including those relating to handling, transportation, disposal, processing, recycling, treatment and storage of waste materials, discharges into the ground, air and water, and the remediation of contaminated soils, surface water and groundwater. The environmental services and waste management industry has been, and will continue to be, subject to significant regulation, including permitting and related financial assurance requirements, as well as to attempts to further regulate the industry through new legislation. While increasing environmental regulation often presents new business opportunities for us, it often results in increased operating and compliance costs. Efforts to conduct our operations in compliance with all applicable laws and regulations, including environmental rules and regulations, require programs to promote compliance, such as training employees and customers, purchasing health and safety equipment, and in some cases hiring outside consultants and lawyers. Even with these programs, we and other companies in the environmental services industry are routinely faced with governmental enforcement proceedings, which can result in fines or other sanctions and require expenditures for remedial work on waste management facilities and contaminated sites. Certain of these laws impose strict and, under certain circumstances, joint and several liability for cleanup of releases of regulated materials, and also liability for related natural resource damages.

If we are not able to comply with the requirements that apply to a particular facility or if we operate without necessary approvals, we could be subject to civil, and possibly criminal, fines and penalties, and we may be required to spend substantial capital to bring an operation into compliance or to temporarily or permanently discontinue operations or take corrective actions. We may not have sufficient insurance coverage for our environmental liabilities. Those costs or actions could be significant to us and significantly impact our results of operations, as well as our available capital.

In addition to the costs of complying with environmental laws and regulations, if governmental agencies or private parties brought environmental litigation against us, we would likely incur substantial costs in defending against such actions. We currently face claims by governmental agencies for environmental liabilities with respect to properties we own, operate or have acquired, and such claims and future claims may impose material financial and operating sanctions on us. See “Item 8. Legal Proceedings — Environmental Matters.” From time to time, we also have paid fines or penalties in governmental environmental enforcement proceedings, usually involving our waste treatment, storage and disposal facilities. These claims, fines or penalties may have a material adverse effect upon us, and we might in the future be required to make substantial expenditures as a result of governmental proceedings, which would have a negative impact on our earnings and results of operations.

We may also be, in the future, a defendant in lawsuits brought by parties alleging environmental damage, personal injury or property damage, particularly as a result of the contamination of drinking water sources or soils. Under current law, we could even be held liable for damage caused by conditions that existed before we owned, operated or acquired the assets or operations involved. A judgment against us, or a settlement by us, even if covered in whole or in part by insurance, could harm our business, our prospects and our reputation and could have a material adverse effect on our financial condition, results of operations and cash flows.

The facilities, properties, plants, vehicles and equipment that we own, operate or lease require a variety of environmental and other permits and licenses needed to operate them. For example, Casie Group has several permit modifications in process to significantly improve our ability to accept, manage and treat different types of waste. Also, we are seeking permits so that we may prepare our existing Brownfield site for redevelopment, and ultimately, resale. There are no assurances that we will be successful in obtaining these permits on terms acceptable to us or at all.

Permits we may seek to obtain also restrict how the property, facility or equipment may be used. Permits to operate waste processing and recycling facilities have become increasingly difficult and expensive to obtain and retain as a result of many factors, including the need to have public hearings and to comply with stringent zoning, environmental and other regulatory measures. The granting of these permits is also often subject to resistance from citizens and environmental groups and other political pressures. Our failure to obtain or retain the required permits to operate our facilities could have a material negative effect on our future results of operations.

Regulators have the power to modify, suspend or revoke these permits or licenses, based on, among other factors, our compliance with applicable laws, rules, regulations and written and unwritten interpretations thereof or our use of the properties, facilities or equipment and customers may decide not to use a particular disposal facility or do business with us because of concerns about our compliance record. Any modification, suspension or revocation of permits or licenses would impact our operations and could have a material adverse impact on our financial results. As to properties, facilities, plants, vehicles or equipment that we lease from third parties, a permit or license may face suspension or revocation based upon acts or omissions of the third party owner, which may not be within our control. We may not have any sufficient legal remedies to compensate us for any loss of a permit or license, and any legal remedies that we do have may require significant financial and other resources to pursue.

Our operations and those of others in the environmental and transportation industry are subject to extensive federal, state, and local environmental requirements in the United States. While increasing environmental regulation often presents new business opportunities for us, it often results in increased operating and compliance costs. Efforts to conduct our operations in compliance with all applicable laws and regulations, including environmental rules and regulations, require programs to promote compliance, such as training employees and customers, purchasing health and safety equipment, and in some cases hiring outside consultants and lawyers. Even with these programs, we and other companies in the environmental services industry are routinely faced with governmental enforcement proceedings that can result in fines or other sanctions and require expenditures for remedial work on waste management facilities and contaminated sites. Certain of these laws impose strict and, under certain circumstances, joint and several liability, for cleanup of releases of regulated materials, and also liability for related natural resource damages. Specifically, at Casie and MART, we have several permit modifications in process to significantly improve our ability to accept, manage and treat different types of waste. There are no assurances that we will be successful in obtaining these permits.

From time to time, we have paid fines or penalties in governmental environmental and trucking enforcement proceedings, usually involving our trucking facilities. Although none of these fines or penalties that we have paid in the past has had a material adverse effect on us, we might in the future be required to make substantial expenditures as a result of governmental proceedings, which would have a negative impact on our earnings. Furthermore, regulators have the power to suspend or revoke permits or licenses needed for operation of our sites, equipment, and vehicles based on, among other factors, our compliance record, and customers may decide not to use a particular disposal facility or do business with us because of concerns about our compliance record. Suspension or revocation of permits or licenses would impact our operations and could have a material adverse impact on our financial status. Although we have never had any of our operating permits revoked, suspended, or non-renewed involuntarily, it is possible that such an event could occur in the future.

Changes in environmental regulations can also require us to make significant capital expenditures. Future environmental regulations could cause us to make significant additional capital expenditures and aversely affect our results of operations and cash flow.

The operating agreement governing our use of the North Bergen rock crushing facility requires us to first offer for sale all of our rock and aggregate products we produce there to the owner of the facility at a fixed price before we may sell the product to others. The fixed price provided for in the operating agreement is generally less than the price we might charge others for the same product. This agreement also imposes a maximum amount of product we may produce at this facility without the owner’s consent. As a result, these and other provisions of this operating agreement could serve to significantly limit the revenues we would otherwise be able to recognize from our Materials segment, especially so long as we continue to maintain only a single facility. Should we be unable to operate at our North Bergen facility for any reason, our Materials segment revenues would be severely restricted or eliminated altogether.

In performing services for our customers, we potentially could be liable for breach of contract, personal injury, property damage (including environmental impairment), and negligence, including claims for lack of timely performance or for failure to deliver the service promised (including improper or negligent performance or design, failure to meet specifications, and breaches of express or implied warranties). The damages available to a customer, should it prevail in its claims, are potentially large and could include consequential damages.

Industrial waste recycling and environmental services companies, in connection with work performed for customers, also potentially face liabilities to third parties from various claims including claims for property damage or personal injury stemming from a release of hazardous substances or otherwise. Claims for damage to third parties could arise in a number of ways, including, among other things, through:

Personal injury claims could arise contemporaneously with performance of the work or long after completion of projects as a result of alleged exposure to toxic or hazardous substances. In addition, increasing numbers of claimants assert that companies performing environmental services should be adjudged strictly liable for damages even though their services were performed using reasonable care, on the grounds that such services involved “abnormally dangerous activities.”

Customers of industrial waste management companies frequently attempt to shift various liabilities arising out of the disposal of their wastes or remediation of their environmental problems to contractors through contractual indemnities. Such provisions seek to require the contractors to assume liabilities for damage or personal injury to third parties and property and for environmental fines and penalties (including potential liabilities for cleanup costs arising under federal and state environmental laws). Moreover, the EPA has increasingly constricted the circumstances under which it will indemnify its contractors against liabilities incurred in connection with cleanup of polluted sites.

Although we attempt to investigate thoroughly each company that we acquire, there may be liabilities that we fail or are unable to discover, including liabilities arising from non-compliance with environmental laws by prior owners, and for which we, as a successor owner, might be responsible. We may seek to minimize the impact of these liabilities by obtaining indemnities and warranties from the sellers of companies, which may be supported by deferring payment of or by escrowing a portion of the purchase price. However, these indemnities and warranties, even if obtained, may not fully cover the liabilities we might be required to assume due to their limited scope, amounts, or duration, the financial limitations of the indemnitors or warrantors or other reasons.

We plan to generate an increasing amount of our revenue from the sale of our recycled crushed stone, aggregate and oil, as well as from the sale of our Nycon^® line of concrete reinforcing fibers. These materials, and especially our concrete reinforcing fibers, are used in a diverse line of applications, including residential and commercial construction projects, highways, tunnels and airports. As a result, we may face exposure to product liability claims in the event that any failure of our materials results, or is alleged to result, in property damage, bodily injury or death. In addition, if any of our products are, or are alleged to be, defective, we may be required to make warranty payments or to participate in a recall involving those products.

The future costs associated with defending product liability claims or responding to product warranties could be material and we may experience significant losses in the future as a result. A successful product liability claim brought against us in excess of available insurance coverage or a requirement to participate in any product recall could substantially reduce our profitability and cash generated from operations.

We may be legally or contractually required to maintain specified levels of product liability insurance . Any failure to maintain product liability insurance at the required level or at all when we are required to do so could harm our business and operations.

Our executive management team has worked together for a relatively brief period, with two of our executive officers having joined us only since January 2006 and another having joined us in September 2007. See “Item 5. Directors and Executive Officers.” Thus, the ability of current members of management to work individually and together successfully has not been tested to any significant degree. Our success is also dependent upon these executive officers’ ability to lead and direct our other officers and key personnel in charge of our various operations. We may not be able to hire and retain our executive officers, our other officers and key employees and other additional qualified executive, sales and other personnel.

Our future performance will depend to a significant extent upon the efforts and abilities of Mark Alsentzer, our President and Chief Executive Officer, and Brent Kopenhaver, our Executive Vice President and Chief Financial Officer. Under the terms of our revolving line of credit agreement and our Series B preferred stock, we would face a potential acceleration of outstanding amounts due under that line of credit agreement and redemption of the Series B preferred stock should either of these individuals fail to continue to serve in these roles. We do not maintain “key person” life or other insurance that would pay us benefits in the event of the death or disability of Messrs. Alsentzer or Kopenhaver. Thus, the loss of service of either of them would have a material adverse effect on our business and financial condition.

Our success and plans for future growth will also depend on our ability to hire, train, and retain skilled personnel in all areas of our business. The competition for qualified management personnel in our industry is very intense. There can be no assurance that we will be able to attract, train, and retain sufficient qualified personnel to achieve our business objectives. Any failure to do so could have a material adverse effect on our business.

In 2007 and during the first three months of 2008, a significant amount of our revenues were generated from a relatively small number of customers, and we anticipate that this will continue in 2008 and in the foreseeable future. For example, our two largest customers in 2007 were a major excavation and construction company in the New York City metropolitan area, and a large New York area developer. Revenues from these customers comprised 15.8% and 25.6%, respectively, of our revenues in 2007, and 9.9% and 6.8%, respectively, of our revenues for the first three months of 2008. We generally do not enter into long-term contracts or agreements with our customers, and any relationships we have with our customers can be cancelled or terminated by them at any time without penalty. The loss of revenues associated with any of our significant customers would, if not replaced, have a material adverse effect on our business, financial condition, cash flows and results of operations.

Since our common stock is not listed for trading on a national securities exchange, we are not subject to certain of the corporate governance requirements established by the national securities exchanges pursuant to the Sarbanes-Oxley Act of 2002. These rules relate to, among other things, independent directors, director nominations, audit and compensation committees, retention of an audit committee financial expert and the adoption of a code of ethics. Until we voluntarily elect to fully comply with those obligations, which we have not to date, the protections that these corporate governance provisions were enacted to provide do not and will not exist with respect to us.

We currently have one independent director on our board, out of a total of three directors. When we seek to list our common stock on a national securities exchange, we will need to have a majority of the members of our board of directors be independent, but we may not be able to identify independent directors qualified to be on our board who are willing to serve. We do not currently have an audit committee and have not established independent oversight over our management and internal controls. Therefore, we are exposed to the risk that material misstatements or omissions caused by errors or fraud with respect to our financial statements or other disclosures may occur and not be detected in a timely manner or at all. In the event there are deficiencies or weaknesses in our internal controls, we may misreport our financial results or lose significant amounts due to misstatements caused by errors or fraud. These misstatements or acts of fraud could also cause our company to lose value and investors to lose confidence in us.

After this registration statement becomes effective, we will be required to document and test our internal control procedures on an ongoing basis in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or SOX, which requires annual and quarterly management assessments of the effectiveness of internal control over financial reporting and, commencing with respect to our 2009 fiscal year at the earliest, a report by our independent registered public accounting firm as to the effectiveness of our internal control over financial reporting. During the course of testing, we may, from time to time, identify deficiencies that we may not be able to remedy. In addition, if we fail to achieve or maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with applicable standards. Effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important in helping prevent financial fraud. If we cannot provide reliable financial reports on a timely basis or prevent financial fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could decrease significantly.

Once this registration statement becomes effective, we will become an SEC reporting company. In addition, SOX, as well as a variety of related rules implemented by the SEC, have required changes in corporate governance practices and generally increased the disclosure requirements of public companies. For example, as a result of becoming a reporting company, we will be required to file periodic and current reports, proxy statements and other information with the SEC and we must adopt policies regarding disclosure controls and procedures and regularly evaluate those controls and procedures. As a reporting company, we will incur significant additional legal, accounting and other expenses in connection with our public disclosure and other obligations. Management may also be engaged in assisting executive officers, directors and, to a lesser extent, stockholders, with matters related to insider trading and beneficial ownership reporting. We will be required to establish, evaluate and report on our internal control over financial reporting and to have our registered independent public accounting firm issue an attestation as to such reports.

We have incurred, and expect to continue to incur, increased operating expenses in relation to becoming and remaining an SEC reporting company. We also believe that compliance with the full panoply of rules and regulations applicable to reporting companies and related compliance issues will divert time and attention of management away from operating and growing our business.

Being a public company also increases the risk of exposure to class action stockholder lawsuits and SEC enforcement actions and increases the expense to obtain appropriate director and officer liability insurance on acceptable or even reduced policy limits and coverage. As a result, we may find it difficult to attract and retain qualified persons to serve on our board of directors or as executive officers.

We rely on a combination of patent, trademark, trade name and trade secret protections for our own proprietary rights, including the brand names under which we market and sell products to customers. We may also in the future rely on additional patent, copyright and other similar protections as to these rights, and acquire other proprietary rights from others with similar protections in place. We also rely upon confidentiality agreements with our current and former employees, consultants and contractors. These agreements may be breached, and we may not have adequate remedies for any breaches. In addition, our trade secrets may become otherwise known or independently discovered by our competitors. Litigation may be required to defend against claims of infringement, to enforce our present or future intellectual property rights, to protect trade secrets and to protect us or our management or personnel against claims that our products or personnel have violated the intangible property rights of others, including trade secret rights and purported rights under non-competition, non-solicitation, confidentiality and non-disparagement clauses. Litigation to protect these rights could result in substantial costs and diversion of management efforts regardless of the results of the litigation. An adverse result in litigation could subject us to significant liabilities with third parties, require disputed rights to be licensed or require us to cease using proprietary technologies or rights.

Our shares of common stock may continue to be traded on the Pink Sheets^Ò inter-dealer quotation system provided by Pink OTC Markets Inc. There is relatively limited trading of our common stock in this market, and this may impose significant practical limitations on any stockholder’s ability to achieve liquidity at any particular quoted price. Efforts to sell significant amounts of our common stock on the open market may precipitate significant declines in the prices quoted by market makers.

The volatile price of our stock will make it difficult for investors to predict the value of their investment, to sell shares at a profit at any given time, or to plan purchases and sales in advance. A variety of factors may affect the market price and volatility of our common stock. These include, but are not limited to:

We will not be able to control many of these factors, and we believe that period-to-period comparisons of our financial results will not necessarily be indicative of our future performance. In addition, the stock market in general, and for smaller companies in particular, has experienced extreme price and volume fluctuations that may have been unrelated or disproportionate to the operating performance of individual companies. These broad industry and market factors may materially and adversely affect our stock price, regardless of our operating performance.

We may investigate potential strategic transactions, including the acquisitions of products, technologies and companies, and other alternatives within and outside of our industry with the goal of maximizing stockholder value. We may never complete any such strategic transaction, and in the event that we do complete such a transaction, it may not be consummated on terms favorable to us. Further, such transactions may impair stockholder value or otherwise adversely affect our business. Any such transaction may require us to incur non-recurring or other charges and may pose significant integration challenges or management and business disruptions, any of which could harm our results of operation and business prospects.

Many of our outstanding shares of common and preferred stock were issued pursuant to exemptions from registration under the Securities Act of 1933. As such, these shares of common stock are “restricted securities” as defined under the Securities Act. Restricted securities cannot be resold or transferred, except in a transaction that is exempt under applicable federal and state securities laws or pursuant to registration thereunder. For many reporting companies, Rule 144 under the Securities Act provides an exemption from registration for certain public resales of restricted securities by persons who are not our affiliates, if at least six months has elapsed since the securities were acquired and paid for in full by the non-affiliate, and assuming that we are current in filing our quarterly and annual reports with the SEC.

However, our former status as a shell company generally prohibits non-affiliates from relying on Rule 144 as to any resale of our securities until, among other requirements, we are a public reporting company and a period of one year has elapsed from June 20, 2008, the date we initially filed this registration statement, even if the six-month period referred to above has elapsed. Moreover, our affiliates may be subject to additional restrictions on the resale or transfer of restricted securities or other shares that we may issue to them in a transaction registered under the Securities Act, by virtue of their status as affiliates. These and other securities law limitations on the transfer of our common stock may prevent many of our stockholders from obtaining immediate liquidity for their shares should they desire or need to do so.

We do not currently anticipate paying cash dividends in the foreseeable future. Any future dividend would be declared and paid at the discretion of our board of directors and would depend on our financial condition, results of operations, capital requirements, contractual obligations, the terms of our financing agreements at the time a dividend is considered and other relevant factors. The terms of our Series B preferred stock and our revolving line of credit agreements currently prohibit us from paying a dividend on our common stock without the consent of the Series B investor and our lenders.

Our board of directors is divided into three classes of directors in accordance with our amended and restated certificate of incorporation. The board of directors is presently made up of Mark Alsentzer, our Class I director, Charles M. Hallinan, our Class II director, and Brent Kopenhaver, our Class III director. This structure is intended to provide us with a greater likelihood of continuity of management, which may be necessary for us to realize the full value of our investments. A classified board of directors may also serve to deter hostile takeovers or proxy contests because a person could only seek to change no more than one-third of the members of the board of directors in any given year. These provisions or measures also may limit the ability of our stockholders to sell their shares at a premium over the then current market price by discouraging a third party from seeking to obtain control of us.

As of July 29, 2008, Mr. Alsentzer, our President and Chief Executive Officer, Mr. Kopenhaver, our Chairman, Executive Vice President and Chief Financial Officer, and our other directors and executive officers beneficially own in the aggregate approximately 37% of our outstanding common stock. As a result, members of management will likely be able to exercise substantial influence over matters submitted to our stockholders for approval, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets, or any other significant corporate transactions. These stockholders may also delay or prevent a change in control, even if such a change in control would benefit our other stockholders. The significant concentration of stock ownership might cause the trading price of our common stock to decline if investors were to perceive that conflicts of interest may exist or arise over any such potential transactions.

As of July 29, 2008, we had 17,621,799 shares of common stock outstanding. As of that date, approximately 2,576,472 shares of our common stock are freely tradable without restriction. We have also entered into registration rights agreements covering the potential registration under the Securities Act of up to 1,327,374 shares of our common stock, including up to approximately 1.0 million shares of common stock underlying certain warrants. These registration rights last for up to a maximum of 10 years from the date of the registration rights agreement.

As a result, holders of a substantial amount of our existing shares and shares underlying outstanding warrants and other convertible securities have or will have the ability to sell, individually or in the aggregate, significant amounts of our common stock in the public market now and in the future. We may also register for resale or grant new registration rights to investors with respect to our common stock or common stock underlying other securities, which would increase the number of shares of common stock that may be subsequently sold in the public market. Furthermore, when Rule 144 becomes available to permit resales of our common stock, a large number of our shares will become eligible for resale under that rule.

Generally, increased numbers of freely tradable shares in the market reduce the market price of such shares. As stock prices decline, it becomes more difficult to raise additional capital through the sale of equity securities on acceptable terms, because the dilutive effect on the existing stockholders becomes more significant in these circumstances. Accordingly, sales of our common stock in the public market as a result of and after this offering may reduce the market price of our stock, which would hinder our ability to raise funds through sales of equity or equity-related securities in the future at a time and price that our management deems acceptable.

The holder of our outstanding Series B preferred stock has certain rights that are superior to the rights of holders of our common stock, including dividend and liquidation preferences over our common stock. For example, the holder of our Series B preferred stock will be entitled to receive dividends on their shares of preferred stock, and we are currently prohibited from paying dividends on our common stock so long as any shares of Series B preferred stock remain outstanding. Also, we are required to pay a preferential liquidating distribution to the holder of Series B preferred stock, approximately equal to the amount the holder originally paid for its preferred stock plus all accrued but unpaid dividends thereupon and other amounts owed to the holder (amounting to an aggregate of approximately $6.3 million as of March 31, 2008) before any distributions can be made to the holders of our common stock or other future junior ranking classes of preferred stock in the case of our liquidation, dissolution or winding up. Under the terms of the Series B preferred stock, a liquidation may be deemed to occur upon other circumstances.

As of July 29, 2008, we had a single series of preferred stock outstanding — our Series B preferred stock. Subject to limitations contained in our existing series of preferred stock and other agreements, our board of directors has the authority to issue a total of up to 493,700 additional shares of preferred stock and to fix the rights, preferences, privileges, and restrictions, including voting rights, of any additional series of such stock, without any further vote or action by our common stockholders. As preferred stock typically has rights that are senior to the rights of the common stockholders, the rights of our common stockholders will be subject to, and may be adversely affected by, the rights of the holders of the preferred stock that have been issued, or might be issued in the future. As a result, the existence and issuance of additional shares or series of preferred stock could have a material adverse effect on the market value of the common stock. Preferred stock also could have the effect of making it more difficult for a third party to acquire a majority of our outstanding voting stock. This could delay, defer, or prevent a change in control. We have in the past issued and may from time to time in the future issue, preferred stock for financing or other purposes with rights, preferences or privileges senior to the common stock.

We are authorized under our amended and restated certificate of incorporation to issue up to 25,000,000 shares of common stock and 500,000 shares of preferred stock. As of July 29, 2008, the following securities were issued and outstanding:

Thus, our amended and restated certificate of incorporation currently permits us to issue substantial amounts of additional shares. We have also entered into contingent obligations to issue up to 1,170,044 shares of common stock in connection with certain of our acquisitions and other transactions, which are dependent upon specific performance and earn-out criteria. Substantial sales of our common stock in the public market, including shares that may be issued in the future pursuant to these warrants and other rights, or the perception that these sales could occur, may have a depressive effect on the market price of our common stock. Such sales or the perception of such sales could also impair our ability to raise capital or make acquisitions through the issuance of our common stock.

Our board of directors may generally approve the issuance of shares of our common stock, preferred stock, options or other rights to purchase shares without stockholder consent based upon such factors as it may deem relevant at that time. Our growth and strategy has been and will continue to be driven by acquisitions, and we have historically used our common stock and other securities to fund the purchase price for these acquisitions. We have sought to raise capital from time to time through the issuance of our securities, and we may in the future continue to do so. Furthermore, we intend to issue additional securities to directors, officers, employees, vendors, consultants, advisors and others in compensation for their services. As a result, existing stockholders could face substantial dilution of their investment in us by future issuances of our securities.

The following discussion and analysis of our results of operations and financial condition should be read together with our consolidated and condensed consolidated financial statements and the notes thereto and other financial information, which are included elsewhere in this registration statement.

This section contains forward-looking statements. These forward-looking statements are subject to various factors, risks and uncertainties that could cause actual results to differ materially from those reflected in these forward-looking statements. Further, as a result of these factors, risks and uncertainties, the forward-looking events may not occur. Relevant factors, risks and uncertainties include, but are not limited to, those discussed in “Item 1. Business,” “Item 1A. Risk Factors” and elsewhere in this registration statement. Readers are cautioned not to place undue reliance on forward-looking statements, which reflect management’s beliefs and opinions as of the date of this registration statement. We are not obligated to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise. See “Forward-Looking Statements.”

Information contained in this section and expressed in dollars has generally been presented in round numbers. Percentages contained in this section have been calculated, where possible, using the information from our consolidated and condensed consolidated financial statements, and not the rounded information provided in this section. As a result, these percentages may differ slightly from calculations obtained based upon the rounded figures provided in this section and totals contained in this section may be affected by rounding.

We are a diversified environmental company that specializes in delivering innovative solutions for the health and well-being of the planet. We are a provider of integrated environmental transportation, disposal, recycling, consulting, engineering and related services, enabling the beneficial reuse of soils and industrial waste streams into approved disposal facilities and Brownfield sites.

We were originally formed as a Delaware corporation on February 13, 1997 under the name Info Investors, Inc. with the original purpose of engaging in infomercial marketing, but this business never actively developed and was abandoned in 2006. On January 17, 2006, in connection with our acquisition of South Jersey Development, Inc., we changed our name to Pure Earth, Inc. and began to focus our efforts on the acquisition and operation of companies that serve our objectives.

As we are a relatively new company, a key element of our formation and growth to date has been our ability to identify potential complementary environmental services and beneficial reuse companies or specific assets of such companies as acquisition targets, to negotiate and successfully close those acquisitions, and to integrate the acquired businesses and assets into our operations. We seek to acquire businesses that operate current and new technologies, sciences and approaches in the environmental industry. By combining these existing and new technologies into a single organization, we believe we can be the leading provider of a wide array of soil reclamation, waste recycling and other environmental services. We also intend to utilize these services internally to develop and rehabilitate Brownfield properties that we own for development, and, ultimately, sale, as commercial real estate opportunities.

We operate in the following five reportable business segments, which serve as strategic business units through which our operations are generally organized:

We are leveraging our integrated environmental, transportation and disposal services to invest in and reclaim Brownfield properties. Brownfields are parcels of real property that generally have been used for industrial or commercial purposes and whose redevelopment may be complicated by the presence or potential presence of a hazardous substance, pollutant or contaminant. Cleaning up and reinvesting in these properties takes development pressures off undeveloped and open land, revitalizes an otherwise blighted or potentially blighted property for productive use, improves and protects the environment, improves the local tax base and facilitates job growth. We believe that our investments in Brownfield properties, together with our environmental recycling, engineering, consulting and related services, supports our primary mission to act as a steward of the environment.

We generate revenues and cash in each of our segments as follows:

Overall, we generally enter into customer and materials contracts on a purchase order or similar basis. We do not generally enter into long-term supply or service contracts or arrangements with our customers. As a result, our revenues tend to be less regular than if we provided services or materials under long-term or requirements contracts, and thus our revenues may fluctuate significantly from period to period and between the same periods in different fiscal years. Thus, it may be hard for an investor to project our results of operations for any given future period.

We believe that the environmental services industry, especially in the eastern United States, is generally poised to expand dramatically in the near future for several reasons. First, support for environmentally sustainable construction methods and materials has increased over the past few years, and we predict that this trend will continue in light of growing concerns regarding fuel availability and consumption, and the environmental impacts of industry and development.

Second, the operation of commercial and industrial concerns in the northeastern United States over the last 50 to 100 years has created a large number of properties with environmental evaluation and waste disposal needs. Cost-effective restoration of these properties will be viewed as a solution to the limited availability and high value of real estate in the northeastern United States. Since 1995, federal and state support of Brownfield programs have served to promote and fund activities designed to efficiently clean up these properties and restore them to productive and revenue-generating use. Finally, the increasing cost and declining capacity of landfills support the development of alternative technologies for the beneficial recycling and reuse of hazardous and other wastes, including soils, fuels, metals and wastewater.

We believe that we are well-positioned to capitalize upon these industry opportunities. First, we have commenced operations in strategically selected geographic locations near major cities and industrial centers, such as the New York-New Jersey-Connecticut tri-state area and the mid-Atlantic region. These regions currently are supporting strong construction growth and are driving the need for the recycling and reuse of a variety of waste streams. We seek to expand our operations both within these initial target areas as well as to expand to other similar geographic areas, such as Delaware and Ohio.

Second, we are focusing on integrating a wide array of related environmental services operations into a single platform to offer our customers a single source for customizable transportation, disposal and treatment and recycling, all at a lower cost. Our Materials segment also produces beneficially reused construction materials at a fraction of the cost of original materials, which supports sales to construction sites as well as our internal needs for Brownfield redevelopment.

Third, our services integration strategy is being developed for us to capitalize on the Brownfield redevelopment industry, which according to a 2005 Mondaq Business Briefing estimate is projected to contribute nearly 600,000 new jobs and as much as much as $1.9 billion annually to the national economy. Our ability to manage a diverse range of contaminated materials and environmental services allows us to seek Brownfield sites for efficient and cost-sensitive development of these properties.

In preparing our consolidated and condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States, we make estimates and assumptions that affect the accounting, recognition and disclosure of our assets, liabilities, stockholders’ equity, revenues and expenses. We make these estimates and assumptions because certain information that we use is dependent upon future events, cannot be calculated with a high degree of precision from data available or cannot be readily calculated based upon generally accepted methodologies. In some cases, these estimates are particularly difficult and therefore require a significant amount of judgment. Actual results could differ from the estimates and assumptions that we use in the preparation of our consolidated and condensed consolidated financial statements. Below is a summary of our most important accounting policies that may affect our consolidated and condensed consolidated financial statements.

Revenue Recognition: We apply the revenue recognition principles set forth under the SEC’s Staff Accounting Bulletin No. 104, “Revenue Recognition,” with respect to all of our revenue. Accordingly, revenue is recognized when persuasive evidence of an agreement exists, delivery has occurred or services have been rendered, the price is fixed and determinable and collection is reasonably assured. Revenue is recognized net of estimated allowances.

We recognize revenues associated with each of our four reportable segments in effect prior to April 1, 2008:

Accrued Disposal Costs. We record accrued disposal costs representing the expected costs of processing and disposing of clean and contaminated soils that have been received into the treatment facility. Disposal costs include the costs associated with handling and treating the waste, and the cost of disposing the processed materials. Any soil that is unprocessed is expected to be treated within the next 12 months and, therefore, this obligation is classified as a current liability on our consolidated balance sheet. We are not obligated to dispose of processed soil within a specific time period. As a result, disposal costs for processed soil are classified as a long-term liability on our consolidated balance sheet.

Accounts Receivable and Allowance for Doubtful Accounts. Our accounts receivable are due from a variety of customers. We extend credit based on continuing evaluations of the customer’s financial condition, and in certain instances may require additional collateral or insurance bonds from our customers. We review accounts receivable on a monthly basis to determine if any receivables will be potentially uncollectible. We include any accounts receivable balances that are determined to be uncollectible, along with a general reserve based on historical experience, in our overall allowance for doubtful accounts. We assess the need for specific reserves based upon factors specific to the individual receivables and customers, including our past experience in dealing with the customer, length of time outstanding, condition of the overall economy and industry as a whole and whether or not the contract is bonded or insured. For many of our larger contracts, we may require the customer to obtain an insurance bond to provide for additional collateral in the event that we are unable to collect from the customer directly. Accounts receivable written off in subsequent periods can differ materially from the allowance for doubtful accounts provided, but historically our provision has been adequate.

Goodwill and Intangible Assets with Indefinite Lives. We assess goodwill and intangible assets with indefinite lives on at least an annual basis or if a triggering event has occurred to determine whether any impairment exists. We assess whether an impairment exists by comparing the carrying value of each reporting unit’s goodwill to its implied fair value. The implied fair value of goodwill is determined by deducting the fair value of each reporting unit’s identifiable assets and liabilities from the fair value of the reporting unit as a whole. We rely on discounted cash flow analyses, which require significant judgments and estimates about the future operations of each reporting unit, to develop our estimates of fair value. Additional impairment assessments may be performed on an interim basis if we encounter events or changes in circumstances that would indicate that, more likely than not, the carrying value of goodwill has been impaired.

We also have valuable state and local permits that allow our companies within the Treatment and Recycling segment to operate their recycling and soil remediation operations. The permits do not have any legal, regulatory (other than perfunctory renewal requirements of up to five years on certain permits), contractual, competitive, economic or other factors that would limit the useful lives of the assets, and therefore are deemed to have indefinite lives and are not subject to amortization. Permits with finite lives were immaterial at March 31, 2008 and December 31, 2007, and any such permits would be amortized on a straight-line basis over their estimated useful lives.

Intangible Assets with Finite Lives. Our amortizable intangible assets include customer relationships and covenants not to compete. These assets are being amortized using the straight-line method over their estimated useful lives. The customer lists are stated at cost or allocated cost based upon purchase price allocations, which were estimated based upon the fair value of the consideration given up to obtain the assets. Customer lists are amortized on a straight-line basis over 10 years, which was determined by consideration of the expected period of benefit to be derived from these customers, as well as the length of the historical relationship. Our non-compete agreements are amortized on a straight-line basis over the term of the non-compete agreement.

Long-Lived Assets. We periodically evaluate the net realizable value of all of our long-lived assets, including property, plant and equipment and amortizable intangible assets, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. We will evaluate events or changes in circumstances based mostly on actual historical operating results, but business plans, forecasts, general and industry trends, and anticipated cash flows are also considered. When indicators of potential impairment are present, the carrying values of the assets are evaluated in relation to the operating performance and estimated future undiscounted cash flows of the underlying business. An impairment in the carrying value of an asset is recognized whenever anticipated future cash flows from an asset are estimated to be less than the carrying value. The amount of the impairment recognized is the difference between the carrying value of the asset and its fair value. Fair values are based on assumptions concerning the amount and timing of estimated future cash flows and assumed discount rates, reflecting varying degrees of perceived risk. We will also continually evaluate the estimated useful lives of all long-lived assets and, when warranted, revise such estimates based on current events.

Business Combinations. Acquisitions we enter into are accounted for using the purchase method of accounting. The purchase method requires our management to make significant estimates. Under SFAS No. 141, “Business Combinations,” as currently in effect, management must determine the cost of the acquired entity based on the fair value of the consideration paid or the fair value of the net assets acquired, whichever is more clearly evident. Determining the fair value of the consideration paid requires estimates on the part of management due to the fact that our common stock is thinly traded and therefore the quoted price may not be representative of fair value. This cost is then allocated to the assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. In addition, management, with the assistance of valuation professionals, must identify and estimate the fair values of intangible assets that should be recognized as assets apart from goodwill. Where appropriate or required, management may utilize third-party appraisals to assist in estimating the fair value of tangible property, plant and equipment and intangible assets acquired.

The accounting principles governing the accounting of business combinations have been substantially revised, effective January 1, 2009. See “ — Recently Issued Accounting Pronouncements.” We are in the process of assessing the effects that these new accounting pronouncements will have on us.

Stock-Based Compensation. We adopted SFAS No. 123 (revised 2004), “Share-Based Payment,” on July 24, 2007, concurrent with our board of directors approving the 2007 Stock Incentive Plan. Prior to July 24, 2007, we had not granted any stock-based compensation to our employees, and thus the change in accounting policy represented by the adoption of SFAS No. 123(R) did not have any effect on our results of operations for periods ending on or before June 30, 2007.

As a result of the adoption of SFAS No. 123(R), we are required to recognize compensation cost relating to share-based payment transactions with employees in our consolidated and condensed consolidated financial statements. That cost is measured based upon the fair value of the equity or liability instrument issued as of the grant date and is recognized over the requisite service period.

We did not grant any share-based compensation in the form of options during the year ended December 31, 2007 or the three month period ended March 31, 2008. When and if we do decide to grant options to our employees or directors, we will be required to determine the grant date fair value of the option using an appropriate option valuation method, such as the Black-Scholes-Merton closed-form option valuation model. To calculate the grant-date fair value of options, SFAS No. 123(R) will require us to make certain estimates or assumptions in accordance with the guidance provided in SFAS No. 123(R) and SEC Staff Accounting Bulletin No. 107, “Valuation of Share-Based Payment Arrangements for Public Companies,” including, among other things, the expected term of the option, the expected volatility of our common stock, the expected dividend yield, the requisite service period of the option and the risk-free interest rate. Any assumptions we make may need to be adjusted in accordance with SFAS No. 123(R), SAB No. 107 and generally accepted accounting principles.

Warrants and Derivative Instruments. We have issued warrants to purchase our common stock to the following parties:

We account for the issuance of common stock purchase warrants and other free standing derivative financial instruments in accordance with the provisions of EITF Issue No. 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled In, a Company’s Own Stock.” Based on the provisions of EITF 00-19, we classify as equity any contracts that require physical settlement or net-share settlement, or give us a choice of net-cash settlement or settlement in our own shares (either physical settlement or net-share settlement). We classify as assets or liabilities any contracts that require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside our control) or give the counterparty a choice of net-cash settlement or settlement in shares (either physical settlement or net-share settlement). As a result, we classify the warrants associated with the convertible debentures and our Series A preferred stock as equity and the warrant issued in connection with the Series B preferred stock as a liability. We assess the classification of our common stock purchase warrants and other free standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required.

Preferred Stock. We classify and measure our preferred stock according to the provisions of SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity” and EITF Topic D-98, “Classification and Measurement of Redeemable Securities.” Preferred stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value in accordance with SFAS No. 150. All other issuances of preferred stock are subject to the classification and measurement principles of EITF Topic D-98. Under these pronouncements, we classify conditionally redeemable preferred shares, which includes preferred stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control, as temporary equity. The Series A preferred stock, which was outstanding during all periods presented, contained a put option that was not solely within our control and therefore, was classified as temporary equity. The Series B preferred stock issued in March 2008 is mandatorily redeemable in March 2013 and is classified as a liability.

Income Taxes. Significant management judgment is required in determining the provision for income taxes, deferred tax assets and liabilities and any necessary valuation allowance recorded against net deferred tax assets. The process involves summarizing temporary differences resulting from the different treatment of items; for example differences arising as a result of applying the purchase method of accounting to acquisitions. Our management must then assess the likelihood that deferred tax assets will be recovered from future taxable income or tax carry-back availability and, to the extent that we believe recovery is not likely, a valuation allowance must be established.

We adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes,” or FIN 48, on January 1, 2007. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on our evaluation, we concluded that there are no significant uncertain tax positions requiring recognition in our consolidated financial statements. There was no effect on our financial condition or results of operations as a result of implementing FIN 48, and we did not have any unrecognized tax benefits at March 31, 2008 and December 31, 2007. We file U.S. federal income tax returns, as well as tax returns in various state and local jurisdictions. These returns are subject to audits by the respective tax authorities. We record penalties and accrued interest related to uncertain tax positions in income tax expense. Such adjustments have historically been minimal and immaterial to our financial results.

The following table presents, for the periods indicated, a summary of our condensed consolidated statement of operations information.

We define EBITDA, as used in the table above, to mean our net income (loss) before interest, provision for (benefit from) income taxes, depreciation and amortization. We rely on EBITDA, which is a non-GAAP financial measure:

We have presented EBITDA above because we believe it conveys useful information to investors regarding our operating results. We believe it provides an additional way for investors to view our operations, when considered with both our GAAP results and the reconciliation to net income (loss), and that by including this information we can provide investors with a more complete understanding of our business. Specifically, we present EBITDA as supplemental disclosure because:

Even though we believe EBITDA is useful for investors, it does have limitations as an analytical tool. Thus, we strongly urge investors not to consider this metric in isolation or as a substitute for net income (loss) and the other consolidated statement of operations data prepared in accordance with GAAP. Some of these limitations include the fact that:

The following table presents a reconciliation of net income (loss), which is the most directly comparable GAAP operating performance measure, to EBITDA for the three months ended March 31, 2008 and March 31, 2007:

The following table sets forth information regarding our revenues, excluding intercompany revenues, by segment for the three months ended March 31, 2008 and 2007.

Revenues increased by $4.3 million, or 41.6%, from $10.3 million for the three months ended March 31, 2007 to $14.6 million for the three months ended March 31, 2008. The revenue increase in the first quarter of 2008 includes $6.2 million attributable to the acquisition of Casie Group and $2.4 million attributable to the addition of PEI Disposal Group, both of which were not present in the first quarter of 2007, offset by an overall decrease of $2.2 million in the Transportation and Disposal segment. In the second quarter of 2008, we hired two additional senior level sales and marketing personnel to coordinate, upgrade and penetrate larger Fortune 500 accounts on a national level for the Transportation and Disposal and Treatment and Recycling segments.

Revenues from our Transportation and Disposal segment decreased by $2.2 million, or 23.7%, from the three months ended March 31, 2007 as compared to the three months ended March 31, 2008. Revenues in both periods were driven largely by the demand for our Transportation and Disposal services in the New York metropolitan area. We derived 64% and 81% of our Transportation and Disposal revenues from three large customers for the three months ended March 31, 2008 and 2007, respectively. During the three months ended March 31, 2007, we had a significant transportation and disposal job in New York City that did not recur in the same period in 2008. Revenues from the Transportation and Disposal segment are highly dependent upon the market for construction and rehabilitation projects in the New York City metropolitan area, which we believe will continue to be strong over the next several years and provide a steady stream of business. The addition of PEI Disposal Group in December 2007 provides additional experienced salespeople and is important in broadening the customer base to continue to support growth in this segment.

Revenues from the Treatment and Recycling segment for the three months ended March 31, 2008 were approximately $6.2 million, which reflects our acquisition of Casie Group in March 2007. These revenues also reflect a strong market in the first quarter of 2008 for our services as a recycling and disposal services provider in the contaminated soil and recycled oil sectors. We are currently in the process of obtaining additional permits that will allow us to increase the capacity and volume of clean and contaminated soils that can be processed and treated. In addition, we continue to explore opportunities in the market for spent metal catalysts through our ACR joint venture.

An increase of approximately $0.3 million in our Environmental Services segment for the three months ended March 31, 2008 as compared to the three months ended March 31, 2007 is the result of additional disposal revenues associated with this segment. In 2008, we expanded our consulting services by offering the brokering of the disposal of waste, which contributed approximately $0.5 million for the three months ended March 31, 2008. In addition, we also purchased a Brownfield location in central Connecticut in January 2008, which will provide an additional disposal site for our excavated soils over the next four to five years. We anticipate that this site will begin generating revenues in August 2008.

Revenues from the Materials segment were positively affected by the leasing and operation of an additional rock crushing facility in Lyndhurst, New Jersey, which added additional revenues of approximately $0.3 million for the three months ended March 31, 2008 as compared to three months ended March 31, 2007. The addition of a second material processing site allowed us to increase our volume and provide an alternative disposal outlet for certain types of material from our Transportation and Disposal segment. In May 2008, we leased new equipment at a cost of approximately $1.8 million at these facilities, which we expect will contribute to increasing our ability to recycle additional volumes of material. However, as of June 5, 2008, we terminated the lease for our second processing facility in Lyndhurst. As a result, we expect to experience a decrease in Materials revenue while we search for and obtain a suitable replacement facility. In the long term, however, we believe that we will be able to locate a replacement facility that will allow us to process at least the same amount of material as at our former Lyndhurst facility. Once we have located, acquired and initiated our operations at this new site and obtained any necessary permits or approvals, we expect to once again recognize additional revenue from having a second operational Materials facility.

The table above does not reflect intercompany revenues of approximately $1.1 million and $2.1 million for the three months ended March 31, 2008 and 2007, respectively, which revenues were eliminated from our condensed consolidated statements of operations. Intercompany revenues primarily consist of services that one reporting segment provides to support its internal operations or that of another segment. We generally reflect these services at their current market value when rendered. Intercompany revenues, by segment, for the three months ended March 31, 2008 and 2007 were as follows:

Our intercompany revenues for the three months ended March 31, 2007 largely reflect our use of trucking and transportation services provided internally for the disposal of contaminated and clean soils. The decrease in intercompany revenues within our Transportation and Disposal segment during the three months ended March 31, 2008, is due primarily to our strategic decision to begin subcontracting out the majority of our transportation costs to third parties versus the use of internal resources in the corresponding period ended March 31, 2007. During the three months ended March 31, 2008, the Materials segment also processed increased amounts of material from the Transportation and Disposal Segment as compared to the three months ended March 31, 2007. The use of our internal rock crushing facility for these materials is a more economical alternative to disposing of the material into third-party facilities. The addition of our Treatment and Recycling segment to our results of operations for the three months ended March 31, 2008 resulted in additional intercompany revenues derived from incoming materials from our Transportation and Disposal segment. An important part of the strategic alignment of our segments is the synergies and cost savings that these segments can provide to each other, which benefits us as a whole. We expect that intercompany revenues will increase as we begin to rehabilitate our existing Brownfield site and we acquire additional sites for development.

The following table sets forth information regarding our cost of revenues, excluding intercompany costs, by segment for the three months ended March 31, 2008 and 2007.

Cost of revenues increased by $3.9 million, or 46%, from $8.5 million for the three months ended March 31, 2007 to $12.4 million for the three months ended March 31, 2008. This increase was largely attributable to the addition of Casie Group to our Treatment and Recycling segment as a result of the March 30, 2007 acquisition. This increase was offset by a decrease in cost of revenues within the Transportation and Disposal segment as a result of decreased volume compared to the corresponding period ended March 31, 2007, due to the non-recurrence of a $3.0 million disposal contract in the first quarter of 2007. We also incurred additional costs of revenues in the Materials segment, primarily resulting from approximately $0.5 million in costs incurred in connection with the start-up of a rock crushing facility in Lyndhurst, New Jersey. Cost of revenues as a percentage of revenues was 85% for the three months ended March 31, 2008 and 82% for the three months ended March 31, 2007. During the remainder of 2008, we plan to decrease cost of revenues to improve our gross margins by:

For the remainder of 2008, we expect to continue to operate at gross margins ranging from 15% to 25% on a consolidated basis. These estimates are based on our current expectation of costs of labor and transportation costs. Our ability to achieve our estimated gross margins in future periods may be impacted by, among other things, fuel prices that rise faster than anticipated, increases in disposal costs arising from a reduction in the disposal facilities’ capacity or additional restrictions that may be placed on the types or amounts of waste they may be able to accept, and our ability to successfully implement initiatives to reduce operating expenses. We anticipate that Nycon will contribute additional gross margins of approximately 25% in 2008.

The following table sets forth information regarding our cost of revenues by cost item for the three months ended March 31, 2008 and 2007.

Cost of revenues from Casie Group included in the table above for the three months ended March 31, 2008, was as follows:

Transportation and disposal - consists of “tipping fees” paid to dispose of clean and contaminated soils at various outlets in our service areas. Tipping fees are costs assessed by a landfill or other waste processing facility to accept the waste. For the three months ended March 31, 2008 and 2007, these costs comprised 23.4% and 19.4%, respectively, of our revenues and 27.7% and 23.6%, respectively, of our cost of revenues. Depending on the type of waste, we attempt to lessen the cost of delivery and disposal to our customers. For example, we try to locate disposal outlets that charge lower overall tipping fees, negotiate lower tipping fees based upon total volume of waste hauled, and, where possible, choose facilities that are closest to the pickup locations. We have negotiated, and are in the process of negotiating, exclusive contracts at certain facilities which we expect will substantially reduce our transportation and disposal costs for certain types of materials. Costs at these disposal outlets were driven by permit requirements, soil characteristics, market demand, proximity to the pickup point and capacities of competitors.

Subcontractors - consist of third party trucking costs to pick up clean and contaminated soils from our customers and deliver them to the most appropriate disposal outlet. We incur subcontracting costs within our Transportation and Disposal segment as well as in the Treatment and Recycling segment to dispose of processed materials after treatment. Costs for subcontracting increased by approximately $149,000 for the three months ended March 31, 2008 as compared to March 31, 2007, and represented 26.0% and 35.3% of our revenues, respectively. Subcontracting costs are affected by transportation costs, including the cost of fuel and insurance, and therefore could be negatively impacted by rising fuel prices. In 2008, we began to subcontract the majority of our trucking within the Transportation and Disposal segment to third parties as opposed to using internal resources from Juda in the prior year. We believe that this initiative will enable us to reduce our overall cost of revenues by reducing the amount spent on insurance, repairs and maintenance and union costs.

Direct labor and union benefits - consists primarily of union wages for our drivers at Juda who operate our company-owned trucks for soil pickup and delivery to disposal outlets, and the related cost of providing union benefits to those drivers. In addition, this item includes wages and benefits paid to laborers at our rock crushing facility in our Materials segment and to laborers at Casie Group. Direct labor costs increased by $0.8 million in the first quarter of 2008 as compared to the first quarter of 2007, representing 12.4% and 9.7% of our revenues, respectively. The increase was primarily attributed to the addition of Casie Group in our 2008 results of operations, which added $1.5 million of costs. This increase was offset by a $0.2 million decrease in union benefits expense as a result of the decrease in union labor used in our operations at Juda. Union benefits represented 0.4% and 3.0% as a percentage of our revenues for the three months ended March 31, 2008 and 2007, respectively. We plan to continue to utilize subcontracted third parties, instead of internal labor and unionized employees, for the majority of our trucking needs in the future, and as a result, we anticipate that labor and union costs will continue to remain low as a percentage of revenues.

Repairs and maintenance - reflects the costs we incur to maintain the equipment used in our operations within the Materials and Treatment and Recycling segments and our fleet of company-owned trucks. Repairs and maintenance costs increased by $0.4 million, or 174%, from the first quarter of 2007 to the first quarter of 2008. This increase reflects the expenses incurred in improving the operating effectiveness of equipment used in the Treatment and Recycling and Materials segments and approximately $126,000 spent during the first quarter of 2008 to bring our TDU system up to nominal operating condition. This increase was offset by a decrease in repairs and maintenance within the Transportation and Disposal segment due to the subleasing of Juda’s trucks in 2008 as compared to using the trucks in our operations in 2007. Based upon the current age and condition of our machinery and equipment, we believe that future repair and maintenance costs will continue to be stable.

Fuel - Fluctuations in the cost of fuel also directly impact our cost of revenues through the cost of transporting soils and construction materials, subcontractor costs, and costs associated with our Treatment and Recycling segment, where fuel is used to operate large pieces of machinery essential to the recycling process. Costs for fuel increased by $0.3 million, or 116%, from the three months ended March 31, 2007 to the three months ended March 31, 2008. The addition of Casie Group in March 2007 added $0.4 million of fuel costs, which was offset by a decrease of approximately $0.2 million at Juda resulting from the outsourcing of trucking in the first quarter of 2008. We also implement a fuel surcharge as a component of our various customer agreements, which permits us to pass along a portion of increases in fuel costs to our customers.

Depreciation and amortization - consists of the depreciation and amortization of assets used directly in our revenue-producing activities, including primarily buildings, equipment, machinery and trucks. Depreciation and amortization increased by $0.3 million from the quarter ended March 31, 2007 to the quarter ended March 31, 2008. This increase of 130.8% was primarily attributed to the acquisition of Casie Group, which added approximately $0.4 million of depreciation and amortization expense for the three months ended March 31, 2008, offset by a decrease of approximately $0.1 million in depreciation and amortization expense at Juda as a result of the sale of equipment.

Insurance - represent the cost of insuring the trucks used by the Transportation and Disposal segment as well as general liability and workers compensation insurance. Our insurance costs decreased by approximately $146,000, or 75%, from the first quarter of 2007 compared to the first quarter of 2008. This decrease was primarily caused by discontinuing the trucking operations at Juda in 2008, which resulted in lower automobile insurance costs and workers compensation insurance. The remaining decrease in insurance costs is the result of the implementation of a new comprehensive company-wide insurance plan, which provided cost savings of approximately $125,000.

Analytics and testing - represent the costs of the laboratory and testing for clean and contaminated soils in order to determine the appropriate disposal outlet or treatment methodology and to test soils for compliance with quality assurance standards for transportation to their ultimate location. Our analytics and testing costs increased by $0.2 million, which was attributed to the addition of Casie Group in the first quarter 2008 results. As our volumes increase within the Transportation and Disposal and Treatment and Recycling segments, we anticipate that our costs for analytics and testing will increase as well, unless we can find alternative, lower cost quality assurance programs without increasing risk.

Plant costs - represent the costs associated with running our Treatment and Recycling and Materials facilities, including rent and lease expense for properties and equipment, utilities, and supplies required for operations. Our plant costs increased by approximately $0.6 million during the first quarter of 2008 as a result of the Casie Group acquisition. We expect that our plant costs associated with these facilities will remain at the level consistent with that represented in the first quarter 2008 results.

Other - include expenses for tickets, tolls, fines, permitting costs and other miscellaneous costs that related directly to our revenue production. Other direct expenses decreased by approximately $50,000, or 11.6%, as a result of discontinuing operating our company trucks at Juda, which reduced the costs for tickets and tolls. This decrease was in turn offset by additional costs incurred as a result of the Casie Group acquisition.

The following table summarizes the primary components of our operating expenses for the three months ended March 31, 2008 and 2007.

Operating expenses from Casie Group included in the table above for the three months ended March 31, 2008 were as follows:

Salaries and related expenses represented approximately 47% of our total operating expenses for the three months ended March 31, 2008 and were driven primarily by our overall headcount and compensation structure. Our costs associated with salaries and other office expenses increased by $0.7 million, or 121%, of which $0.4 million was attributed to the inclusion of Casie Group’s operating results for the quarter ended March 31, 2008. The remainder of the increase resulted from additional accounting and administrative personnel at our corporate location as well as at our segment locations.

As we continue to grow our business through future acquisitions, we expect our headcount and thus our related expenses to increase accordingly. We maintain employment agreements with many of our officers and key employees, many of which provide for fixed salaries, annual increases in base salary, bonuses and other forms of compensation. In June 2008, we entered into employment agreements with two of our executive officers, which will provide them with increases in base salary and other benefits compared to 2007. A number of our employment arrangements include compensation tied to metrics of our operating performance, such as pre-tax income or EBITDA. Furthermore, in the second quarter of 2007, our board of directors adopted our incentive plan, which allows us to issue awards of options and shares of restricted stock to our employees, non-employee directors and certain consultants and advisors, for which we will be required to recognize as compensation expense the fair value of these awards over the associated service period. We also pay monthly commission expenses to our sales representatives operating in our Transportation and Disposal and Materials segments, based upon a percentage of overall sales volume, with additional incentives if certain sales thresholds are crossed. As a result, we anticipate that, over time, our salaries and related expenses will increase in terms of absolute dollars and, likely, as a percentage of total operating expenses.

Occupancy and other office expenses represent our costs associated with the rental of our office space and other facilities, temporary labor, dues and subscriptions, postage and other office expenses. Rent includes the cost of leasing our principal executive offices in Trevose, Pennsylvania and additional properties and facilities in New York, New Jersey and Connecticut to support our operations. Occupancy and other office expenses increased by $111,000, or 61.0%, from the first quarter of 2007 as compared to the first quarter of 2008, of which approximately $100,000 was attributed to the addition of Casie Group in 2008. We also added an additional office location due to the start-up of PEI Disposal Group in December 2007, which added additional rental expenses. We anticipate incurring additional costs associated with the leasing of new facilities as we grow geographically and acquire additional facilities in those locations. As a result, we expect our rent and related expenses to also increase in future periods.

We maintain various policies for worker’s compensation, health, disability, umbrella, pollution, product liability, general commercial liability, title and director’s and officer’s liability insurance. Our insurance costs increased by approximately $134,000, or 123.4%, of which Casie Group accounted for approximately $127,000. We renegotiated our insurance coverage company-wide in August 2007, which decreased our insurance premiums for the three months ended March 31, 2007 as compared to the same period in 2008. However, we believe that these cost savings will be offset, in whole or in part, by the increased cost of director’s and officer’s liability insurance coverage as we transition to becoming a public reporting company.

For the three months ended March 31, 2008, we had approximately $0.3 million of gain from the disposal of certain fixed assets at Juda and PE Materials. In January 2008, we sold trucks and equipment having a net carrying value of approximately $0.3 million prior to disposition for approximately $0.6 million. This equipment was no longer needed as a result of the strategic initiative at Juda, whereby we have begun to outsource its trucking operations instead of using our owned vehicles.

Other operating expenses consist of general and administrative costs such as travel and entertainment, bank service fees, advertising and other office and miscellaneous expenses. Other operating expenses increased by $0.3 million, or 137%, in the first quarter of 2008, of which approximately $140,000 resulted from the Casie Group acquisition. The remainder of this increase was attributable to the overall increase in our size and additional personnel. We anticipate that in future periods, other operating expenses will continue to grow on a basis comparable to our increase in revenues.

The following table sets forth our income (loss) from operations by reportable segment for the three months ended March 31, 2008 and 2007.

The increase in income from operations reflects a 67.0% increase in the Transportation and Disposal segment, offset by decreases in the Environmental Services and Materials segments. The Treatment and Recycling segment was not present during the three months ended March 31, 2007, and contributed a loss of $0.4 million in the first quarter of 2008.

The increase in income from operations within the Transportation and Disposal segment is due in large part to an increased gross profit margin (excluding intercompany transactions) of approximately 36.4% as compared to approximately 18.6% for the three months ended March 31, 2008 and 2007, respectively. This increase in gross profit margin is due primarily to revised pricing strategy with our customers, which allows us to use a combined pricing approach with higher average prices as compared to separate pricing for each disposal outlet. In December 2007, we also formed a new company, PEI Disposal Group, which operates in the Transportation and Disposal segment and which contributed approximately $184,000 of income from operations for the three months ended March 31, 2008. Our loss from operations at Juda also decreased by approximately $26,000 for the three months ended March 31, 2008 as compared to the three months ended March 31, 2007, as a result of our strategic change in operations to outsource the trucking costs of our disposal operations instead of using our owned and operated vehicles.

Loss from operations within the Environmental Services segment was approximately $27,000 for the three months ended March 31, 2008 as compared to approximately $24,000 for the three months ended March 31, 2007. The loss from operations during both periods was primarily attributable to a lack of new business resulting from the continued development of our environmental services marketing team. We expect that our operating results for the Environmental Services segment will begin to improve in the third and fourth quarters of 2008 with the growth of transportation and disposal brokerage services. We also expect to commence operations at our initial Brownfield property in the first quarter of 2009.

Loss from operations attributed to the Materials segment increased by approximately $427,000, from approximately $1,000 for the three months ended March 31, 2007 to approximately $428,000 for the three months ended March 31, 2008. The increase in loss from operations in this segment resulted primarily from losses incurred during the start-up of our second rock crushing facility in Lyndhurst, New Jersey during the three months ended March 31, 2008. We incurred additional start-up costs, coupled with reduced sales due to inclement weather and equipment repairs and downtime, which we do not expect to reoccur in subsequent periods. We expect to improve upon the Materials segment results beginning in the third quarter of 2008 as we have obtained a new rock crusher to be installed at a location yet to be determined, which we anticipate will be closer to our sources and customers of our Materials products. We are in discussions with the owner of the North Bergen rock crushing facility regarding a renewal of our operating agreement with respect to that facility, which we anticipate will also have a positive impact on our Materials segment results. We believe that the demand for recycled stone products remains high and is expected to remain so for the remainder of 2008.

Our Treatment and Recycling segment was formed as a result of the Casie Group acquisition on March 30, 2007. For the three months ended March 31, 2008, the Treatment and Recycling segment had a loss from operations of $0.4 million, which resulted from the operational difficulties related to the installation of a new liner and extensive repairs on the TDU system, coupled with the seasonality of this business. Traditionally, this segment is slow during the first three months of the fiscal year. We expect that as the volume of incoming materials increases, our loss from operations attributable to the Treatment and Recycling segment will also improve.

Prior to March 30, 2007, the date of acquisition, Casie Group had net losses of $3.8 million and $0.8 million for the years ended December 31, 2006 and 2005, respectively, which as a result required us to contribute to Casie Group an aggregate of $4.5 million of working capital upon acquisition pursuant to the terms of the stock purchase agreement. Subsequent to the date of acquisition, as of March 31, 2008, we have advanced approximately $3.4 million of additional funds to Casie Group, which were used to purchase additional equipment for in operations, to repair existing equipment and machinery and for general working capital purposes. We anticipate that, until this segment begins to generate a positive operating cash flow, we will need to continue to provide working capital necessary to fund this segment’s ongoing operations. We estimate that these operations will begin to generate positive operating cash flow in the second or third quarter of 2008.

The loss from operations attributed to the Corporate and Other segment increased by approximately $0.6 million for the three months ended March 31, 2008 as compared to the three months ended March 31, 2007. This increase in loss from operations is due to increased operating expenses at our corporate headquarters resulting primarily from:

Interest expense, net of interest income earned on our short-term deposits of excess operating cash, was $0.3 million and approximately $91,000 for the three months ended March 31, 2008 and 2007, respectively. The increase in interest expense is due to approximately:

For the three months ended March 31, 2007, we recognized a provision for income taxes of approximately $174,000, while for the three months ended March 31, 2008, we recognized a benefit from income taxes of approximately $299,000. This period-to-period change was primarily attributed to the decrease in our pre-tax income, as well as a decrease of 2.0% in our effective income tax rate from 43.5% for the quarter ended March 31, 2007 to 41.5% for the quarter ended March 31, 2008. We anticipate that our effective income tax rate for the full calendar year of 2008 will be approximately 42%.

The following table presents, for the periods indicated, a summary of our audited consolidated statement of operations information and our unaudited combined pro forma operating information, all of which can be found in this registration statement. The summary of our unaudited combined pro forma statement of operations reflects our acquisition of Casie Group on March 30, 2007, as if it had occurred on January 1, 2007. This unaudited combined pro forma financial information does not represent what our results of operations would have been if this acquisition had occurred on January 1, 2007. Further, it does not indicate results of our future operations and should not be read to predict any future results. The adjustments we used to prepare the unaudited combined pro forma information were based on currently available information and certain assumptions that we believe are reasonable. For a discussion of these adjustments and assumptions, see our unaudited pro forma condensed combined statement of operations beginning on page F-88 of this registration statement and “ — Results of Operations — Pro Forma Year Ended December 31, 2007 (Unaudited) Compared to Year Ended December 31, 2006.”