-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CcI0rNM/xI+ur+iBbJz2XGINRqHOG8iLPb+6/fCGKbYq5F9qMgu+EJoDaq8RfxW6 gTwJPV05+83mgrJ9JdlRLg== 0000849401-06-000012.txt : 20060821 0000849401-06-000012.hdr.sgml : 20060821 20060821153318 ACCESSION NUMBER: 0000849401-06-000012 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20060630 FILED AS OF DATE: 20060821 DATE AS OF CHANGE: 20060821 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADM TRONICS UNLIMITED INC/DE CENTRAL INDEX KEY: 0000849401 STANDARD INDUSTRIAL CLASSIFICATION: ADHESIVES & SEALANTS [2891] IRS NUMBER: 221896032 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-17629 FILM NUMBER: 061046142 BUSINESS ADDRESS: STREET 1: 224 S PEGASUS AVE CITY: NORTHVALE STATE: NJ ZIP: 07647 BUSINESS PHONE: 2017676040 MAIL ADDRESS: STREET 1: 224 S PEGASUS AVE CITY: NORTHVALE STATE: NJ ZIP: 07647 10QSB 1 q63006.txt 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 June 30, 2006 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. (Name of Small Business Issuer in its Charter) Delaware 22-1896032 (State or Other Jurisdiction (I.R.S. Employer Identifi- of Incorporation or Organization) cation Number) 224 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 ______ Check whether the Issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES _____ NO X 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 August 21, 2006 1 ADM TRONICS UNLIMITED, INC. INDEX Page Number Part I. Financial Information Item 1. Condensed Consolidated Financial Statements: Consolidated Balance Sheet - June 30, 2006 3 Consolidated Statements of Operations - For the three months ended June 30, 2006 and 2005 (restated) 4 Statement of Stockholders' Deficiency For the three Months Ended June 30, 2006 5 Consolidated Statements of Cash Flows - For the three months ended June 30, 2006 and 2005 (restated) 6 Notes to Condensed Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Item 3. Controls and Procedures 13 Part II. Other Information 14 Item 6. Exhibits and Reports on Form 8-K 14 2 ADM TRONICS UNLIMITED, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET June 30, 2006 (Unaudited) ASSETS Current assets: Cash and cash equivalents $679,767 Accounts receivable, net of allowance for doubtful accounts of $27,354 227,199 Inventories 275,277 Prepaid expenses and other current assets 8,842 ---------- Total current assets 1,191,085 Property and equipment, net of accumulated depreciation of $250,182 46,486 Equipment in use and under rental agreements, net of accumulated depreciation of $883,850 - Inventory - long term portion 329,138 Loan receivable and accrued interest, officer 91,827 Other assets 96,086 Deferred loan costs, net 736,635 Deferred offering costs 433,355 ---------- Total assets $2,924,612 ========== LIABILITIES AND STOCKHOLDERS' DEFICIENCY Current liabilities: Accounts payable $ 895,972 Accrued expenses and other current liabilities 344,964 Accrued interest 415,987 Notes payable, current 250,000 ---------- Total current liabilities 1,876,923 Convertible debentures payable, net of unamortized debt discount of $2,275,475 5,812,024 Warrants and registration rights liabilities 3,392,502 ---------- Total liabilities 11,081,449 ---------- Stockholders' deficiency: Preferred stock, $.01 par value, 5,000,000 authorized, no shares issued and outstanding - Common stock, $.0005 par value, 150,000,000 authorized 53,882,037 issued and outstanding 26,941 Additional paid-in capital 10,573,152 Accumulated deficit (18,756,930) ---------- Total stockholders' deficiency (8,156,837) ---------- Total liabilities and stockholders' deficiency $2,924,612 ========== See accompanying notes to condensed consolidated financial statements. 3 ADM TRONICS UNLIMITED, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTH PERIODS ENDED JUNE 30, 2006 AND 2005 (Unaudited) THREE MONTHS ENDED June 30, 2006 2005 (Restated) Revenues $ 464,979 $ 321,010 ---------- --------- Costs and expenses: Cost of sales 122,955 133,262 Research and development 131,078 167,349 Selling, general and administrative 1,194,494 1,172,370 --------- --------- Total operating expenses 1,448,527 1,472,981 --------- --------- Operating loss $(983,548) $(1,151,971) Interest and finance costs, net (980,151) (365,582) Change in fair value of warrant and registration rights liabilities (224,003) 1,024,468 -------- --------- Net (loss) $(2,187,702) $(493,085) =========== ========= Net loss per share, basic and diluted $ (0.04) $ (0.01) Weighted average number of shares outstanding 53,882,037 51,882,037 4 ADM TRONICS UNLIMITED, INC. AND SUBSIDIARIES STATEMENT OF STOCKHOLDERS' DEFICIENCY FOR THE THREE MONTHS PERIOD ENDED JUNE 30, 2006 (Unaudited) Additional Common Stock Paid-in Accumulated Shares Amount Capital Deficit Total Balance, March 31, 2006 53,882,037 $26,941 $10,342,480 $(16,569,228) $(6,199,807) Share based compensation 230,672 230,672 Net loss (2,187,702) (2,187,702) ---------- ------- ----------- ------------- ----------- Balance June 30, 2006 53,882,037 $26,941 $10,573,152 $(18,756,930) $(8,156,837) ========== ======= =========== ============= ============ See accompanying notes to condensed consolidated financial statements. 5 ADM TRONICS UNLIMITED, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTH PERIOS ENDED JUNE 30, 2006 AND 2005 (Unaudited) THREE MONTHS ENDED JUNE 30, 2006 2005 (Restated) CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) $(2,187,702) $(493,085) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 4,846 36,533 Stock based compensation 230,672 46,346 Amortization of loan costs 211,462 187,458 Equity based penalty expense 640,717 98,528 Bad debts 7,338 55,490 Change in fair value of warrant and Registration rights liabilities 224,003 (1,024,468) Changes in operating assets and liabilities: (Increase) decrease in: Accounts receivable 60,626 (45,478) Inventory (3,479) (36,357) Other current assets 4,610 (70,064) Deposits and other assets (476) - Increase (decrease) in: Accounts payable and accrued expenses 368,454 27,716 ------- ------ Net cash used in operating activities (438,929)(1,217,381) CASH FLOWS FROM INVESTING ACTIVITIES: -------- --------- Purchases of property and equipment - (17,043) -------- --------- Net cash used in investing activities - (17,043) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from note payable 250,000 - Deferred financing and offering costs (113,974) (54,766) ------- ------ Net cash (used in) provided by financing activities 136,026 (54,766) ------- ------ Net (decrease) in cash and cash equivalents (302,903)(1,289,190) Cash and cash equivalents, beginning of period 982,670 3,011,631 ------- --------- Cash and cash equivalents, end of period $679,767 $1,722,441 ======== ========== Cash paid for: Interest 37,118 51,133 Income taxes paid - - See accompanying notes to condensed consolidated financial statements. 6 ADM TRONICS UNLIMITED, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of ADM Tronics Unlimited, Inc. and its subsidiaries (collectively, the "Company"). These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions to Form 10-QSB and do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for the interim periods have been included. Operating results for the three months ended June 30, 2006 are not necessarily indicative of the results that may be expected for the year ending March 31, 2007. The accompanying consolidated financial statements and the information included under the heading "Management's Discussion and Analysis" should be read in conjunction with the Company's audited consolidated financial statements and related notes included in the Company's Form 10-KSB for the fiscal year ended March 31, 2006. Ivivi Operations The Company's majority owned subsidiary, Ivivi Technologies, Inc., has filed a Registration Statement with the Securities and Exchange Commission for the public offering of a portion of its common stock. Upon the effectiveness of the registration statement and the consummation of a public offering of Ivivi common stock, ADM will no longer own a majority of the outstanding common stock of Ivivi, and, if so, then Ivivi's operations will no longer be reported on a consolidated basis. For the three months ended June 30, 2006 and 2005, Ivivi's revenues included in these consolidated financial statements were $217,419 and $37,477, respectively, and Ivivi's operating loss was $1,002,002 and $1,192,463, respectively. Going Concern The Company had net losses of $2,187,702 and $493,085 for the three months ended June 30, 2006 and 2005, respectively, negative cash flow from operating activities of $438,929 and $1,217,381 for the three months ended June 30, 2006 and 2005, respectively, and a stockholders' deficiency of $8,156,837 at June 30, 2006. These factors raise substantial doubt about our ability to continue as a going concern. The continuation of the Company as a going concern is dependent on our ability to increase revenues, receive additional financing from outside sources, including a public offering of the common stock of a subsidiary, Ivivi Technologies, Inc.("Ivivi") and a return to profitable operations. Management is continuing to secure ongoing revenue relationships for our products, including those with several strategic partners who will assist us in marketing and distribution of our products. Ivivi has developed additional commercially viable product offerings for both the wound market 7 and the cosmetic surgery markets, and Ivivi is currently seeking strategic partnerships that would provide upfront payments, in return for possible geographic and/or market exclusivity, as well as certain guaranteed annual minimum revenue. If the Company is not able to raise the necessary funding, we may be forced to curtail our operations and this may have a material adverse impact on our future financial position and results of operations. Restatement: The June 30, 2005 financial statements have been restated to record additional non-cash charges for equity based penalties of $98,528 and additional stock based compensation of $27,899. As a result of these corrections, net loss for the three months ended June 30, 2005 has increased by $126,427, to $493,085, and loss per share remained unchanged at $0.01. Changes to the balance sheet at June 30, 2005 resulting from these corrections are as follows: As reported Restated Warrant and registration rights Liabilities 424,858 523,386 Additional paid-in capital 9,394,718 9,422,617 Accumulated deficit (9,542,268) (9,668,695) Reclassifications: Certain items in the fiscal 2006 financial statements have been reclassified to conform to the current period presentation. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made by management include the valuation of sock options and warrants. Loss Per Share Basic and diluted loss per common share for all periods presented is computed based on the weighted average number of common shares outstanding during the periods presented as defined by SFAS No. 128, "Earnings Per Share". The assumed exercise of common stock equivalents was not utilized for the three month periods ended June 30, 2005 and 2006 since the effect would be anti-dilutive. There were 50,182,341 common stock equivalents at June 30, 2005 and 2006. 8 Stock Options and Warrants The Company adopted the fair value recognition provisions of SFAS No. 123(R), Accounting for Stock-Based Compensation, to account for compensation costs under our stock option plans and those of our subsidiary. We previously utilized the intrinsic value method under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (as amended) ("APB 25"). Pro forma information is computed using the Black-Scholes model at the date of grant of the options based on the following assumptions ranges: risk free interest rates of 3.62% to 4.6%; dividend yield of 0%; volatility factors of the expected market price of our common stock of 60% to 67%; and expected lives of the options of 2.5 to 5 years. The foregoing option valuation model requires input of highly subjective assumptions. Because common share purchase options granted to employees and directors have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value of estimate, the existing model does not in the opinion of our management necessarily provide a reliable single measure of fair value of common share purchase options we have granted to our employees and directors. Pro forma information relating to employee and director common share purchase options is as follows: For the Three Months Ended June 30, 2005 Net loss as reported $(493,085) Current period expense calculated under APB 25 2,856 Stock compensation calculated under SFAS 123 (5,260) Pro forma net loss $(495,489) Basic and diluted historical loss per share $(0.01) Pro forma basic and diluted loss per share $(0.01) NOTE 2 NOTE PAYABLE On June 16, 2006, Ivivi entered into a $250,000 unsecured subordinated loan with Ajax Capital LLC. This loan bears interest at an annual rate of 8% and is due upon the earlier to occur of (i) December 31, 2006, (ii) the consummation of an offering of Ivivi securities, whether in a private or public offering, in which Ivivi raises gross proceeds of at least 9 $5,000,000 and (iii) receipt by Ivivi from a strategic partner of a lump sum cash payment of at least $5,000,000. If the principal amount, together with all accrued and unpaid interest, is not paid on or before the maturity date, the interest rate will increase by 1% every year after the maturity date to a maximum of 13% per annum until all amounts due and payable under the note are paid in full. Steven Gluckstern, the Chairman of Ajax Capital LLC, will serve as the Ivivi Chairman of the Board upon the effectiveness of Ivivi's public offering. NOTE 3 SEGMENT INFORMATION Segment information is as follows: Three Months Ended June 30, 2006: Chemical Medical Total Revenues from external customers $199,535 $265,444 $464,979 Segment profit (loss) (14,409) (969,139) (983,548) Identifiable assets 672,101 2,252,511 2,924,612 Three Months Ended June 30, 2005: Revenues from external customers $280,442 $40,568 $321,010 Segment profit (loss) 27,539 (1,179,510) (1,151,971) Identifiable assets 896,959 3,209,809 4,106,768 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion of the Company's operations and financial condition should be read in conjunction the Financial Statements and notes thereto included elsewhere in this Quarterly Report on Form 10-QSB. Forward-Looking Statements This Quarterly Report on Form 10-QSB contains forward-looking statements within the meaning of the "safe harbor" provisions under section 21E of the Securities and Exchange Act of 1934 and the Private Securities Litigation Act of 1995. The Company uses forward-looking statements in its description of its plans and objectives for future operations and assumptions underlying these plans and objectives. Forward-looking terminology includes the words "may", "expects", "believes", "anticipates", "intends", "forecasts", "projects", or similar terms, variations of such terms or the negative of such terms. These forward- looking statements are based on management's current expectations and are subject to factors and uncertainties which could cause actual results to differ materially from those described in such forward-looking statements. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this report to reflect any change in our expectations or any changes in events, conditions or circumstances on which any forward- looking statement is based. Factors which could cause such results to differ materially from those described in the forward-looking statements include those set forth under "Item. 1 Description of Business - Risk Factors" and elsewhere in, or incorporated by reference into the Company's Annual Report on Form 10-KSB for the fiscal year ended March 31, 2006 and other filings with the Securities and Exchange Commission. 10 Critical Accounting Policies The Company adopted the fair value recognition provisions of SFAS No. 123(R), Accounting for Stock-Based Compensation, to account for compensation costs under our stock option plans and those of our subsidiary. We previously utilized the intrinsic value method under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (as amended) ("APB 25"). Business Overview The Company is a technology-based developer and manufacturer of diversified lines of products in the following three areas: (1) environmentally safe chemical products for industrial use, (2) therapeutic non-invasive electronic medical devices and (3) cosmetic and topical dermatological products. The Company currently derives most of its revenues from the development, manufacture and sale of chemical products, and, to a lesser extent, from its therapeutic non-invasive electronic medical devices and topical dermatological products. Results of Operations for the three months ended June 30, 2006 as compared to June 30, 2005 Revenues Revenues were $464,979 in for the three months ended June 30, 2006 as compared to $321,010 for the three months ended June 30, 2005, an increase of $143,969 or 45%. Revenues from the Company's chemical activities decreased by $80,907, offset by an increase of $224,876 in the Company's medical technology activities, primarily from our subsidiary, Ivivi Technologies, Inc. ("Ivivi") in 2006 as compared to 2005. The increase in revenues from the Company's technology activities was primarily due to increased marketing of Ivivi's products. Revenues from Ivivi were $217,419 and $37,727 for the three months ended June 30, 2006 and 2005 respectively. Operating (Loss) Operating loss for the three months ended June 30, 2006 was $983,548 compared to operating loss for the same period in 2005 of $1,151,971 a decrease of $168,423, or 15%. For the three months ended June 30, 2006 as compared to the three months ended June 30, 2005 revenues increased $143,969 and selling, general and administrative expenses increased by $22,124, as a result of increased costs from Ivivi to support its expanded activities related to the distribution and marketing of its product, offset by decreases of $36,271 and $10,307 in research and development and cost of sales, respectively. Net (Loss) Net loss is $2,187,702 or $0.04 per share for the three months ended June 30, 2006 compared to a net loss of $493,085, or $0.01 per share for the three months ended June 30, 2005 an increased of $1,694,617 or $0.03 per share. For the three months ended June 30, 2006 as compared to the three months ended June 30, 2005 the change in fair value of warrant and 11 registration rights liabilities increased $1,248,471 and net interest and finance costs increased $614,569 due to interest expense on the convertible notes issued in the private placement offset by interest earned from amounts invested in money market funds. Liquidity and Capital Resources At June 30, 2006, the Company had cash and equivalents of $679,767 as compared to $982,670 at March 31, 2006. The decrease was primarily the result of the increased operating expenses at Ivivi. Operating Activities Net cash flows used by operating activities were $438,929 for the three months ended June 30, 2006 as compared to net cash flows used by operating activities of $1,217,381 for the quarter ended June 30, 2005. This decrease in cash used was primarily due to a net loss of $2,187,702 related mostly to the Company's medical technologies activities. These increases were partially offset by non cash charges for the equity based penalty expense of $640,717, stock based compensation of $230,672, the amortization of loan costs related to the Company's Private Placement of $211,462 and an increase in accounts payable and accrued expenses of $368,454. Investing Activities For the quarter ended June 30, 2006 cash used in investing activities was zero. For the quarter ended June 30, 2005 cash used in investing activities was $17,043 related to the purchase of equipment. Financing Activities For the quarter ended June 30, 2006 cash provided in financing activities was $136,026 compared to cash used in financing activities of $54,766 for the quarter ended June 30, 2005. The increase in cash from financing activities for the three months ended June 30, 2006 was primarily related to an unsecured subordinated financing of $250,000 at Ivivi offset by deferred financing and offering costs of $113,974. The Company does not have any material external sources of liquidity or unused sources of funds. The Company's operating loss, net loss, operations and cash flows over the past few years have declined. Management has recognized the situation and has developed a business plan to enhance the activities of one of its subsidiaries which markets the SofPulse medical device. In December 2004 and February 2005, the Company, including Ivivi, completed two private placements pursuant to which they issued, jointly and severally, unsecured convertible notes in an aggregate principal amount of $3,637,500 and $2,450,000, respectively and bear interest at an annual rate of interest of 6%. The notes are due at various times from July 2009 through February 2010, unless converted earlier, and will convert automatically into shares of Ivivi's common stock upon the consummation of Ivivi's initial public offering. 12 In November 2005 and March 2006, Ivivi completed private placements pursuant to which Ivivi issued unsecured convertible notes in an aggregate principal amount of $2,000,000 and bears interest at an annual rate of interest of 8% increasing by 1% every 365 days from the date of issuance of the notes to a maximum of 12% per annum. The notes are due from November 2010 through March 2011, unless converted earlier, and will convert automatically into shares of Ivivi's common stock upon the consummation of Ivivi's initial public offering. In June 2006, Ivivi entered into a $250,000 unsecured subordinated loan with Ajax Capital LLC. This loan bears interest at an annual rate of 8% and is due upon the earlier to occur of (i) December 31, 2006, (ii) the consummation of an offering of Ivivi securities, whether in a private or public offering, in which Ivivi raises gross proceeds of at least $5,000,000 and (iii) receipt by Ivivi from a strategic partner of a lump sum cash payment of at least $5,000,000. If the principal amount, together with all accrued and unpaid interest, is not paid on or before the maturity date, the interest rate will increase by 1% every year after the maturity date to a maximum of 13% per annum until all amounts due and payable under the note are paid in full. 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. As of August 15, 2006, the Company was in compliance with all its covenants. Item 3. Controls and Procedures Evaluation of Disclosure Controls and Procedures The Company maintains disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d - 15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") 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 regulations and related forms, and that such information is accumulated and communicated to our 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. 13 Changes In Internal Controls. There have been no significant changes in our internal controls or in other factors that could significantly affect these controls and procedures subsequent to the date we completed our evaluation. Therefore no corrective actions were taken. PART II. OTHER INFORMATION Item 6. Exhibits. (a) Exhibit No. 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of 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 President Dated: Northvale, New Jersey August 21, 2006 14 EX-31 2 exh311q63006.txt 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: August 21, 2006 /s/ Andre' DiMino Chief Executive 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. EX-31 3 exh312q63006.txt Exhibit 31.2 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: August 21, 2006 /s/ Andre' DiMino 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. EX-32 4 exh321q63006.txt 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 June 30, 2006 (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: August 21, 2006 /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. -----END PRIVACY-ENHANCED MESSAGE-----