SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2004
OR
[ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File No. 0-17629
ADM TRONICS UNLIMITED, INC.
(Exact name of registrant as specified in its Charter)
Delaware 22-1896032
(State or Other Jurisdiction (I.R.S. Employer Identifi-
of Incorporation or organization) cation Number)
224-S Pegasus Ave., Northvale, New Jersey 07647
(Address of Principal Executive Offices)
Issuer's Telephone Number, including area code: (201) 767-6040
Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
Such shorter period that the Issuer was required to file such reports),
And (2) has been subject to the filing requirements for the past 90 days:
YES X NO ______
State the number of shares outstanding of each of the Issuer's classes of
common equity, as of the latest practicable date:
53,882,037 shares of Common Stock, $.0005 par value,
as of February 4, 2005
ADM TRONICS UNLIMITED, INC.
INDEX
Page Number
Part I. Financial Information
Item 1. Consolidated Financial Statements:
Consolidated Balance Sheets - December 31, 2004
and March 31, 2004 2
Consolidated Statements of Operations - For the
three months and nine months ended December
31, 2004 and 2003 3
Consolidated Statement of Changes in Stockholders'
Equity - For the nine months ended December 31, 2004 3
Consolidated Statements of Cash Flows - For the
nine months ended December 31, 2004 and 2003 4
Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6-7
Item 3. Controls and Procedures 9
Part II. Other Information
Item 2. Unregistered Sales of Equity Securities and
Use of Proceeds 9
Item 6. Exhibits 10
1
ADM TRONICS UNLIMITED, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
DECEMBER MARCH
ASSETS 31, 2004 31, 2004
Current assets:
Cash and equivalents $2,032,406 $ 90,081
Accounts receivable--trade, less allowance
for doubtful accounts of $29,000 174,681 118,433
Inventories:
Raw materials and supplies 106,502 159,497
Finished goods 111,379 63,438
Equipment held for sale 230,621 388,715
Other current assets 317,288 32,993
Total current assets 2,972,877 853,157
Property and equipment at cost, net of
accumulated depreciation of $458,764 and
$268,353, respectively 32,001 8,887
Equipment in use and under lease agreements, net
of accumulated depreciation of $726,598 and
$758,330, respectively 84,700 179,895
Loan receivable from officer, bearing
interest at 3% per annum, unsecured 49,188 49,188
Other assets 526,055 56,433
Total assets 3,664,821 1,147,560
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable-trade 85,554 159,798
Accrued expenses and other 135,726 51,340
Total current liabilities 221,280 211,138
Long-term liabilities
Note payable 135,000 135,000
Convertible 6% Notes 3,637,500 -
Total long-term liabilities 3,772,500 135,000
Total liabilities 3,993,780 346,138
Stockholders' equity (328,959) 801,422
Total liabilities and
stockholders' equity $3,664,821 $1,147,560
2
ADM TRONICS UNLIMITED, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
DECEMBER 31, DECEMBER 31,
2004 2003 2004 2003
Revenues $ 334,183 $237,021 $ 987,166 $830,803
Costs and expenses:
Cost of sales 169,402 126,425 535,172 457,999
Selling, general and
administrative 830,958 187,659 1,587,399 530,913
Total costs and expenses 1,000,360 314,084 2,122,571 988,912
Operating (loss) (666,177) (77,063) (1,135,405) (158,109)
Other income (expense):
Interest and other income (54,922) 3,770 (14,976) 3,934
Net (loss) (721,099) (73,293) (1,150,381) (154,175)
Net (loss) per common share $(0.014) $(0.001) $(0.022) $(0.003)
ADM TRONICS UNLIMITED, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED DECEMBER 31, 2004
(UNAUDITED)
Preferred Common
Shares Shares Capital
5,000,000 150,000,000 in
Authorized Authorized excess
$.01 Par $.0005 Par of Par Accumulated
Value Par Value Value Value Deficit Total
Balance,
March 31,
2004 - 51,882,037 $25,941 $6,813,368 $(6,037,887) $801,422
Issuance of
common stock 2,000,000 1,000 19,000 20,000
Net loss for
the period
ended
December
31, 2004 (1,150,381)(1,150,381)
Balances,
December
31, 2004 - 53,882,037 $26,941 $6,832,368 $(7,188,268) ($328,959)
3
ADM TRONICS UNLIMITED, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
NINE MONTHS ENDED
DECEMBER 31,
2004 2003
Cash flows from Operating activities:
Net (loss) ($1,150,381) $(154,175)
Adjustments to reconcile net (loss)
to net cash from operating activities:
Depreciation and amortization 103,874 110,813
Value of common stock issued
for services rendered 19,000 22,000
Changes in operating assets and liabilities:
Accounts receivable (56,248) (388)
Inventories 163,148 105,599
Other current assets (284,295) 821
Other assets 7,376 4,816
Accounts payable (74,244) (50,871)
Accrued expenses and other 84,386 (21,050)
Net cash flows provided by (used in)
operating activities (1,187,384) 17,565
Cash flows from Investing activities:
Purchases of property and equipment (31,793) -
Net cash flows provided by (used in)
investing activities (31,793) -
Cash flows from Financing activities:
Proceeds from 6% Unsecured Convertible Notes 3,637,500 -
Deferred loan fees (476,998) -
Issuance of common stock for cash 1,000 750
Net cash flows provided by
financing activities 3,161,502 750
Net change in cash and cash equivalents $1,942,325 $ 18,315
Cash and cash equivalents--beginning of period $ 90,081 $ 49,765
Cash and cash equivalents--end of period $2,032,406 $ 68,080
Supplemental disclosure of cash flow activities:
Interest paid - -
4
ADM TRONICS UNLIMITED, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1-Basis of Presentation:
The consolidated balance sheet at the end of the preceding fiscal year has
been derived from the audited consolidated balance sheet contained in the
Company's annual report on Form 10-KSB for the fiscal year ended March 31,
2004 (the "Form 10-KSB") and is presented for comparative purposes. All
other financial statements are unaudited. In the opinion of management,
all adjustments which include only normal recurring adjustments necessary to
present fairly the financial position, results of operations and changes in
financial positions for all periods presented have been made. The results
of operations for interim periods are not necessarily indicative of the
operating results for the full year.
Footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been omitted in
accordance with the published rules and regulations of the Securities and
Exchange Commission. These consolidated financial statements should be read
in conjunction with the financial statements and notes thereto included in
the Form 10-KSB.
Note 2. Segment Information
Information about segment information is as follows:
Nine Months Ended December 31, 2004: CHEMICAL MEDICAL TOTAL
Revenues from external customers 659,414 327,753 987,166
Segment profit (loss) 165,711 (1,301,116) (1,135,405)
Nine Months Ended December 31, 2003:
Revenues from external customers 667,635 163,168 830,803
Segment profit (loss) (83,339) (74,770) (158,109)
Three Months Ended December 31, 2004:
Revenues from external customers 222,927 111,256 334,183
Segment profit (loss) 45,335 (711,512) (666,177)
Three Months Ended December 31, 2003:
Revenues from external customers 200,888 36,133 237,021
Segment profit (loss) (25,022) (52,041) (77,063)
5
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
At December 31, 2004, the Company had cash and equivalents of $2,032,406 as
compared to $90,081 at March 31, 2004. The increase was primarily the result
of net proceeds of of $3,161,718 from a private placement of unsecured
convertible notes which was completed in December 2004 offset by increased
personnel, research and development and marketing activities of $1,190,947 at
the Company's subsidiary, Ivivi Technologies, Inc. ("Ivivi").
In December 2004, the Company, together with one if its subsidiaries, Ivivi,
completed a private placement (the "December Private Placement") pursuant to
which they issued unsecured convertible notes in an aggregate principal amount
of $3,637,500 and realized net proceeds of approximately $3,150,000 from the
sale of the notes. The notes issued in the private placement are joint
unsecured convertible notes of the Company and Ivivi and bear interest at an
annual rate of 6%. Interest on the notes is payable quarterly in cash or
shares of common stock of Ivivi, at the direction of the holder. The notes
are due and payable at various times from July 2009 through December 2009,
unless earlier converted. In February 2005, the Company and Ivivi issued an
additional $2,450,000 principal amount of notes (the "February Private
Placement") and realized net proceeds of approximately $2,165,000 from the
sale of the notes, which have primarily the same terms as the notes issued
in the December Private Placement. The notes issued in the February Private
Placement are due and payable in February 2010, unless earlier converted.
The principal and accrued interest on the notes will either be: (i)
convertible into the Company's common stock at $.29 per share or (ii)
convertible into Ivivi's common stock at $8.30 per share. For each note in
the principal amount of $100,000 issued in the private placements, one warrant
for the purchase of up to 344,828 shares of the Company's common stock at $.41
per share (the "Company Warrant") and one warrant for the purchase of up to
12,048 shares of Ivivi's common stock at $5.70 per share (the "Ivivi Warrant")
were issued. Each of the Company Warrants and the Ivivi Warrants provides
that in addition to paying the exercise price upon exercise of the warrant,
the holder must surrender the non-exercised warrant (i.e., either the Company
Warrant or the Ivivi Warrant, as the case may be).
The Company and Ivivi have executed registration rights agreements with the
investors which require the registration for resale of the securities sold in
the private placement. In the event that the Company and Ivivi fail to satisfy
certain covenants related to the registration of the common stock underlying
the notes and warrants on behalf of the holders, the number of shares of common
stock underlying the notes and warrants will be increased. The notes contain
customary operating covenants. As of February 14, 2005, the Company and Ivivi
were in material compliance with the covenants contained in the notes.
6
Operating Activities
Net cash flows used in operating activities was $1,187,384 for the nine
months ended December 31, 2004 as compared to $17,565 provided by operating
activities for the nine months ended December 31, 2003. Cash used in
operating activities primarily resulted from the net loss for the period of
$1,150,381. The significant increase in operating expenses relates to the
medical device subsidiary's (Ivivi) expansion; principally salaries of added
personnel, consulting fees and research and development expense resulted in a
net cash outflow from operating activities.
Investing Activities
Investing activities during the nine months ended December 31, 2004 were
$31,793 as compared to zero for the nine months ended December 31, 2003. The
increase resulted from the purchases of property and equipment.
Financing Activities
Cash flows provided by financing activities for the nine months ended December
31, 2004 was $3,161,502 as compared to $750 for the nine months ended December
31, 2003 The increase resulted from $3,637,500 received from private
placements of unsecured convertible notes of the Company and Ivivi reduced
by deferred loan fees related thereto.
The proceeds of the private placements are being used primarily for sales and
marketing activities of Ivivi, for research and development of potential
products being developed by Ivivi and to repay a portion of indebtedness owed
to the Company by Ivivi. The Company will need to obtain additional capital
to continue to operate and grow its business, including the business of its
subsidiaries, and its ability to obtain additional financing in the future
will depend in part upon the prevailing capital market conditions, as well as
its and its subsidiaries' business performance. In February 2005, the
Company's subsidiary, Ivivi, filed a registration statement with the
Securities and Exchange Commission related to the proposed initial public
offering of Ivivi's common stock. There can be no assurance that the Company
or Ivivi will be successful in their efforts to arrange additional financing,
including through the proposed initial public offering of Ivivi's common
stock, on terms satisfactory to the Company and/or Ivivi or at all.
Results of Operations
Quarter Ended December 31, 2004
Revenues
Revenues were $334,183 in 2004 as compared to $237,021 in 2003 representing
an increase of $97,162 or 41%. Revenues from the Company's medical technology
activities increased $75,123 and chemical revenues increased $22,039 in 2004
as compared to 2003. The increase in revenues from the Company's medical
technology activities was due to higher rental revenues for Ivivi's medical
products resulting from increased marketing and sales efforts. Chemical
revenues increased due to new customers for the Company's water-based chemical
products.
7
Gross Profit
Gross profit of $164,781 in 2004 as compared to $110,596 in 2003 was $54,185 or
49% above the gross profit in 2003. Gross profit was 49% of revenues in 2004
as compared with 47% of revenues in 2003. The increase in gross profit margin
was primarily due to the increase in rental revenues of the Company's medical
device products already in stock thereby resulting in higher gross margins as
well as the product mix of chemical products sold with a higher gross margin.
Operating (Loss)
Operating loss in 2004 was ($666,177) compared to ($77,063) in 2003. Selling,
general and administrative expenses increased by $643,299 primarily due to
the significant increase in personnel, marketing, research and development
and overhead costs from the Company's Ivivi subsidiary.
Other Income (Expense)
Other expense in 2004 was ($54,922) as compared to other income of $3,770 in
2003. The increase in other expense was primarily due to the interest
accrued on the convertible notes issued in the private placement offset by
interest earned from amounts invested in money market funds.
Results of Operations
Nine Months Ended December 31, 2004
Revenues
Revenues were $987,166 as compared to $830,803 in 2003 representing an
increase of $156,363 or 19%. Revenues from the Company's medical technology
activities increased $164,585 offset by a decrease in chemical revenues of
$8,221. The increase in revenues from the Company's medical technology
activities was due to higher rental revenues for Ivivi's medical product
resulting from increased marketing and sales efforts. Chemical revenues
decreased due to reduced volume of orders from certain of the Company's
chemical customers.
Gross Profit
Gross profit of $451,994 in 2004 as compared to $372,804 in 2003 was $79,190
or 21% higher than the gross profit in 2003. Gross profit was 46% of revenues
in 2004 and 45% in 2003. The gross profit margin in 2004 was comparable to
the gross profit margin in 2003.
Operating (Loss)
Operating loss was ($1,135,405) in 2004 compared to ($158,109) in 2003.
Selling, general and administrative expenses increased by $1,056,486 primarily
due to the significant increase in personnel, marketing, research and
development and overhead costs from the Company's Ivivi subsidiary.
8
Other Income (Expense)
Other expense in 2004 was ($14,975) as compared to other income of $3,934 in
2003. The increase in other expense was primarily due to the interest accrued
on the convertible notes issued in the private placement offset by interest
received from amounts invested.
ITEM 3. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in its Exchange Act reports
is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms, and
that such information is accumulated and communicated to management, including
the Chief Executive Officer and Chief Financial Officer, as appropriate, to
allow timely decisions regarding required disclosure. Management necessarily
applies its judgment in assessing the costs and benefits of such controls and
procedures, which, by their nature, can provide only reasonable assurance
regarding management's control objectives.
As of the end of the period covered by this Quarterly Report on Form 10-QSB,
the Company carried out an evaluation, with the participation of its
management, including its Chief Executive Officer and Chief Financial Officer,
of the effectiveness of its disclosure controls and procedures pursuant to
Securities Exchange Act Rule 13a-15. Based upon that evaluation, the Company's
Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures are effective in ensuring that
information required to be disclosed by the Company in the reports that the
Company files or submits under the Securities Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
SEC's rules and forms.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING.
There have been no changes in the Company's internal controls over financial
reporting that occurred during the Company's last fiscal quarter to which this
Quarterly Report on Form 10-QSB relates that have materially affected, or are
reasonably likely to materially affect, the Company's internal controls over
financial reporting.
PART II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
In December 2004, the Company, together with one if its subsidiaries, Ivivi,
completed a private placement pursuant to which they issued unsecured
convertible notes in an aggregate principal amount of $3,637,500 and realized
net proceeds of approximately $3,150,000 from the sale of the notes to
institutional and accredited investors. The notes issued in the private
placement are joint unsecured convertible notes of the Company and Ivivi and
bear interest at an annual rate of 6%. Interest on the notes is payable
quarterly in cash or shares of common stock of Ivivi, at the direction of the
9
holder. The notes are due and payable at various times from July 2009 through
December 2009, unless earlier converted. In February 2005, the Company and
Ivivi issued an additional $2,450,000 principal amount of notes to
institutional investors and realized net proceeds of approximately $2,165,000
from the sale of the notes, which have primarily the same terms as the notes
issued in the December Private Placement. The notes issued in February are
due and payable in February 2010, unless earlier converted.
The principal and accrued interest on the notes will either be: (i) convertible
into the Company's common stock at $.29 per share or (ii) convertible into
Ivivi's common stock at $8.30 per share. For each note in the principal amount
of $100,000 issued in the private placements, one warrant for the purchase of
up to 344,828 shares of the Company's common stock at $.41 per share (the
"Company Warrant") and one warrant for the purchase of up to 12,048 shares of
Ivivi's common stock at $5.70 per share (the "Ivivi Warrant") were issued.
Each of the Company Warrants and the Ivivi Warrants provides that in addition
to paying the exercise price upon exercise of the warrant, the holder must
surrender the non-exercised warrant relating to the other company(i.e.,
either the Company Warrant or the Ivivi Warrant, as the case may be).
Maxim Group, LLC, an NASD member firm ("Maxim Group"), acted as exclusive
placement agent with respect to the private placements. In connection with the
December Private Placement, Maxim Group received an aggregate of approximately
$400,125 in commissions, fees and other expense reimbursements and received
warrants for the purchase of: (i) 1,003,450 shares of Company common stock at
an exercise price of $0.29 per share, (ii) 1,003,450 shares of Company common
stock at an exercise price of $0.41 per share, (iii) 35,060 shares of Ivivi
common stock at an exercise price of $8.30 per share and (iv) 35,060 shares'
Ivivi common stock at an exercise price of $5.70 per share. In connection with
the February 2005 private placement, Maxim Group received cash commissions, non
accountable expense allowance and warrants for the initial $2,250,000 and
received no cash commission, non-accountable expense allowance or warrants
with respect to $200,000 received in such offering. In connection with the
February private placement, Maxim Group received an aggregate of approximately
$247,500 in commissions, fees and other expense reimbursements and received
warrants for the purchase of: (i) 620,690 shares of Company common stock at an
exercise price of $0.29 per share, (ii) 620,690 shares of Company common stock
at an exercise price of $0.41 per share, (iii) 21,687 shares of Ivivi common
stock at an exercise price of $8.30 per share and (iv) 21,687 shares of Ivivi
common stock at an exercise price of $5.70 per share.
In addition, the Company issued 2,000,000 shares of its common stock to a
consulting firm for $1,000 and consulting services.
The issuances of the securities in connection with these transactions were
considered to be exempt from registration under the Securities Act of 1933, as
amended (the "Securities Act"), in reliance on Section 4(2) of the Securities
Act or Regulation D promulgated thereunder, as transactions by an issuer not
involving a public offering. The recipients of securities in each of these
transactions represented their intention to acquire the securities for
investment only and not with a view to or for sale in connection with any
distribution thereof and appropriate legends were affixed to the share
certificates and other instruments issued in these transactions. All
recipients either received adequate information about the Company or had
access to such information.
10
ITEM 6. Exhibits
Exhibit No.
31.1 Certification of Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ADM Tronics Unlimited, Inc.
By:\s\ Andre' DiMino
Andre' DiMino, Chief
Dated: Northvale, New Jersey Executive Officer and
February 21, 2005 Chief Financial Officer
11
Exhibit 31.1
Certification
Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002
I, Andre' DiMino, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of ADM Tronics
Unlimited, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. I am the registrant's only certifying officer and am responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to me by others within those entities,
particularly during the period in which this report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report my conclusions about the effectiveness
of the disclosure controls and procedures as of the end of the period covered
by this report based on such evaluation; and
c) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and
5. I have disclosed, based on my most recent evaluation of internal control
over financial reporting, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
Date: February 21, 2005 /s/ Andre' DiMino
Chief Executive Officer
and Chief Financial Officer
A signed original of this written statement required by Section 302 has been
provided to ADM Tronics Unlimited, Inc. and will be retained by ADM Tronics
Unlimited, Inc. and furnished to the Securities and Exchange Commission or
its staff upon request.
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of ADM Tronics Unlimited, Inc. (the
"Company") on Form 10-QSB for the period ended December 31, 2004 (the
"Report"), filed with the Securities and Exchange Commission, Andre' DiMino,
Chief Executive Officer and Chief Financial Officer, of the Company hereby
certifies pursuant to 18 U.S.C. section 1350, as adopted pursuant to section
906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 as amended; and
(2) The information contained in the Report fairly presents, in all material
respects, the consolidated financial condition of the Company as of the dates
presented and the consolidated result of operations of the Company for the
periods presented.
Date: February 21, 2005 /s/ Andre' DiMino
Chief Executive Officer and
Chief Financial Officer
The foregoing certification is being furnished solely pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350,
Chapter 63 of Title 18, United States Code) and is not being filed as part
of the Form 10-QSB or as a separate disclosure document.
A signed original of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature
that appears in typed form within the electronic version of this written
statement required by Section 906, has been provided to ADM Tronics Unlimited,
Inc. and will be retained by ADM Tronics Unlimited, Inc. and furnished to the
Securities and Exchange Commission or its staff upon request.