10-Q - ADMT - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2020

☐ 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<br><br> <br>(State or Other Jurisdiction<br><br> <br>of Incorporation or organization)	22-1896032<br><br> <br>(I.R.S. Employer<br><br> <br>Identification Number)

224-S Pegasus Ave., Northvale, New Jersey 07647

(Address of Principal Executive Offices)

Registrant's Telephone Number, including area code: (201) 767-6040

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: YES ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

YES ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES ☐ NO ☒

State the number of shares outstanding of each of the Issuer's classes of common equity, as of the latest practicable date:

67,588,504 shares of Common Stock, $.0005 par value, as of August 19, 2020.

ADM TRONICS UNLIMITED, INC. AND SUBSIDIARY

INDEX

		Page<br><br> <br>Number
Part I - Financial Information
Item 1.	Condensed Consolidated Financial Statements:
	Condensed Consolidated Balance Sheets – June 30, 2020 (unaudited) and March 31, 2020 (audited)	3
	Condensed Consolidated Statements of Operations for the three months ended June 30, 2020 and 2019 (unaudited)	4
	Condensed Consolidated Statement of Stockholders’ Equity for the three months ended June 30, 2020	5
	Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2020 and 2019 (unaudited)	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	17
Item 4.	Controls and Procedures	17
Part II - Other Information
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Mine Safety Disclosures	18
Item 5.	Other Information	18
Item 6.	Exhibits	18

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ADM TRONICS UNLIMITED, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

			March 31,
			2020
			(Audited)
ASSETS	****	****	****	****	****
Current assets:
Cash and cash equivalents	1,575,472		$	1,438,714
Accounts receivable, net of allowance for doubtful accounts of 225,000 at June 30, 2020 and March 31, 2020, respectively	837,581			860,539
Inventories	452,098			372,635
Prepaid expenses and other current assets	49,180			23,525
Total current assets	2,914,331			2,695,413
Other Assets:
Property and equipment, net of accumulated depreciation of 154,978 and 145,602 June 30, 2020 and March 31, 2020, respectively	48,582			57,958
Right-of-use asset	689,597			706,307
Accounts receivable-related party	330,090			330,090
Inventories - long-term portion	132,080			132,080
Intangible assets, net of accumulated amortization of 14,710 and 14,093 at June 30, 2020 and March 31, 2020, respectively	21,084			21,703
Other assets	90,538			90,538
Deferred tax asset	1,061,000			1,019,000
Total other assets	2,372,971			2,357,676
Total assets	5,287,302		$	5,053,089
LIABILITIES AND STOCKHOLDERS' EQUITY	****	****	****	****	****
Current liabilities:
Paycheck Protection Program Loan	381,000		$	-
Financing lease payable	13,412			21,458
Line of credit	55,000			30,000
Operating lease liability - current	68,961			68,106
Accounts payable	281,058			365,475
Accrued expenses and other current liabilities	108,312			136,188
Customer deposits	451,030			354,745
Due to stockholder	84,730			100,017
Total current liabilities	1,443,503			1,075,989
Long-term liabilities
Operating lease liability - noncurrent	620,636			638,201
Total long-term liabilities	620,636			638,201
Total liabilities	2,064,139			1,714,190
Stockholders' equity:
Preferred stock, .01 par value; 5,000,000 shares authorized, no shares issued and outstanding	-		$	-
Common stock, 0.0005 par value; 150,000,000 shares authorized, 67,588,504 shares issued and outstanding	33,794			33,794
Additional paid-in capital	33,294,069			33,294,069
Accumulated deficit	(30,104,700	)		(29,988,964	)
Total stockholders' equity	3,223,163			3,338,899
Total liabilities and stockholders' equity	5,287,302		$	5,053,089

All values are in US Dollars.

The accompanying notes are an integral part of these condensed consolidated financial statements.

ADM TRONICS UNLIMITED, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED JUNE 30, 2020 AND 201 9

(Unaudited)

	2020			2019
Net revenues	$	569,093		$	830,821
Cost of sales		401,503			396,009
Gross Profit		167,590			434,812
Operating expenses:
Research and development		125,904			145,766
Selling, general and administrative		219,780			214,255
Depreciation and amortization		5,776			5,506
Total operating expenses		351,460			365,527
Income (loss) from operations		(183,870	)		69,285
Other income (expense):
EIDL grant income		10,000			-
Interest income		4,909			7,153
Interest expense		(1,275	)		(1,669	)
Total other income (expense)		13,634			5,484
Income (loss) before provision for taxes		(170,236	)		74,769
Benefit (provision) for income taxes:
Current		12,500			(1,000	)
Deferred		42,000			(21,000	)
					.
Total benefit (provision) for income taxes		54,500			(22,000	)
Net income (loss)	$	(115,736	)	$	52,769
Basic and diluted earnings per common share:	$	(0.00	)	$	0.00
Weighted average shares of common stock outstanding - basic		67,588,504			67,588,504

The accompanying notes are an integral part of these condensed consolidated financial statements.

ADM TRONICS UNLIMITED, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDER’S EQUITY

FOR THE THREE MONTHS ENDED JUNE 30, 2020 ****

(Unaudited)

		Common<br><br> <br>Stock<br><br> <br>Amount		Additional<br><br> <br>Paid-in<br><br> <br>Capital		Accumulated<br><br> <br>Deficit			Total
Balance at March 31, 2020	67,588,492	$	33,794	$	33,294,069	$	(29,988,964	)	$	3,338,899
Net (loss)	-		-		-		(115,736	)		(115,736	)
Balance at June 30, 2020	67,588,492	$	33,794	$	33,294,069	$	(30,104,700	)	$	3,223,163

The accompanying notes are an integral part of these condensed consolidated financial statements.

ADM TRONICS UNLIMITED, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED JUNE 30 , 20 20 AND 201 9

(Unaudited)

	2020			2019 (restated)
Cash flows from operating activities:
Net income (loss)	$	(115,736	)	$	52,769
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		9,995			9,725
Write-off of inventories		14,593			15,639
Deferred taxes		(42,000	)		21,000
Non-cash operating lease expense		16,710			15,896
Non-cash interest expense		8,758			9,572
Changes in operating assets and liabilities balances:
Accounts receivable		22,958			(92,069	)
Inventories		(94,056	)		(114,156	)
Prepaid expenses and other current assets		(25,655	)		(23,348	)
Accounts payable		(84,417	)		7,712
Customer deposits		96,285			192,745
Accrued expenses and other current liabilities		(27,876	)		(29,032	)
Due to shareholder		(15,287	)		2,770
Payments of operating lease liability		(25,468	)		(25,468	)
Net cash provided by (used in) operating activities		(261,196	)		43,755
Cash flows provided (used) in financing activities:
Proceeds from line of credit		25,000			78,000
Repayments of line of credit		-			(212,762	)
Proceeds from PPP loan		381,000			-
Repayments on capital lease payable		(8,046	)		(8,047	)
Net cash provided by (used in) financing activities		397,954			(142,809	)
Net increase (decrease) in cash and cash equivalents		136,758			(99,054	)
Cash and cash equivalents - beginning of period		1,438,714			1,555,687
Cash and cash equivalents - end of period	$	1,575,472		$	1,456,633
Cash paid for:
Interest	$	1,275		$	704
Non-cash operating activities:
Operating lease right-of-use asset and liability recorded upon adoption of ASC 842	$	-		$	771,098

The accompanying notes are an integral part of these condensed consolidated financial statements.

ADM TRONICS UNLIMITED, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2020 AND MARCH 31, 20 20

NOTE 1 - NATURE OF BUSINESS

ADM Tronics Unlimited, Inc. ("we", "us", "the Company" or "ADM"), was incorporated under the laws of the state of Delaware on November 24, 1969. We are a manufacturing and engineering concern whose principal lines of business are the design, manufacture and sale of electronics of our own products or on a contract manufacturing basis; the production and sale of chemical and antistatic products; and, research, development and engineering services.

Electronic equipment is manufactured in accordance with customer specifications on a contract basis. Our electronic device product line consists principally of proprietary devices used in diagnostics and therapeutics of humans and animals and electronic controllers for spas and hot tubs. These products are sold to customers located principally in the United States. We are registered with the FDA as a contract manufacturing facility and we manufacture medical devices for customers in accordance with their designs and specifications. Our chemical product line is principally comprised of water-based chemical products used in the food packaging and converting industries, and anti-static conductive paints, coatings and other products. These products are sold to customers located in the United States, Australia, Asia and Europe. We also provide research, development, regulatory and engineering services to customers. Our Sonotron Medical Systems, Inc. subsidiary (“Sonotron”) is involved in medical electronic therapeutic technology.

The accompanying unaudited condensed consolidated financial statements have been prepared by ADM pursuant to accounting principles generally accepted in the United States (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) including Form 10-Q and Regulation S-X. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the condensed financial position and operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with US GAAP have been omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and explanatory notes for the year ended March 31, 2020 as disclosed in our annual report on Form 10-K for that year. The operating results and cash flows for the three months ended June 30, 2020 (unaudited) are not necessarily indicative of the results to be expected for the pending full year ending March 31, 2021.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The condensed consolidated financial statements include the accounts of ADM Tronics Unlimited, Inc. and its wholly owned subsidiary, Sonotron Medical Systems, Inc. All significant intercompany balances and transactions have been eliminated in consolidation.

USE OF ESTIMATES

These unaudited condensed consolidated financial statements have been prepared in accordance with US GAAP and, accordingly, requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. Significant estimates made by management include expected economic life and value of our deferred tax assets and related valuation allowance, write down of inventory, impairment of long-lived assets, allowance for doubtful accounts, and warranty reserves. Actual results could differ from those estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS

For certain of our financial instruments, including accounts receivable, accounts payable, and accrued expenses, the carrying amounts approximate fair value due to their relatively short maturities.

CASH AND CASH EQUIVALENTS

Cash equivalents are comprised of highly liquid investments with an original maturities of three months or less when purchased. We maintain our cash in bank deposit accounts, which at times, may exceed federally insured limits. We have not experienced any losses to date as a result of this policy. Cash and cash equivalents held at these accounts are current insured by the Federal Deposit Insurance Corporation (“FDIC”) up to a maximum of $250,000. At June 30, 2020, approximately $1,295,000 exceeded the FDIC limit.

ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

Accounts receivable are stated at the amount management expects to collect from outstanding balances. The carrying amounts of accounts receivable is reduced by a valuation allowance that reflects management's best estimate of the amounts that will not be collected. Management individually reviews all accounts receivable balances that exceed the due date and estimates the portion, if any, of the balance that will not be collected. Management provides for probable uncollectible amounts through a charge to expenses and a credit to a valuation allowance, based on its assessment of the current status of individual accounts. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable.

REVENUE RECOGNITION

ELECTRONICS:

We recognize revenue from the sale of our electronic products when they are shipped to the purchaser. We offer a limited 90-day warranty on our electronics products and contract manufacturing and a limited 5-year warranty on our electronic controllers for spas and hot tubs. Historically, the amount of warranty revenue included in sales of our electronic products have been de minimus. We have no other post shipment obligations. For contract manufacturing, revenues are recognized after shipments of the completed products.

Amounts received from customers in advance of our satisfaction of applicable performance obligations are recorded as customer deposits. Such amounts are recognized as revenues when the related performance obligations are satisfied. Customer deposits of approximately $93,715 as of March 31, 2020 were recognized as revenues during the three months ended June 30, 2020.

CHEMICAL PRODUCTS:

Revenues are recognized when products are shipped to end users. Shipments to distributors are recognized as revenue when no right of return exists.

ENGINEERING SERVICES:

We provide certain engineering services, including research, development, quality control, and quality assurance services along with regulatory compliance services. We recognize revenue from engineering services on a monthly basis over time as the applicable performance obligations are satisfied.

All revenue is recognized net of discounts.

WARRANTY LIABILITIES

The Company’s provision for estimated future warranty costs is based upon historical relationship of warranty claims to sales. Based upon historical experience, the Company has concluded that no warranty liability is required as of the condensed consolidated balance sheet dates. However, the Company periodically reviews the adequacy of its product warranties and will record an accrued warranty reserve if necessary. Based on prior experience, no amounts have been accrued for potential warranty costs and actual costs were less than $2,000, for the three months ended June 30, 2020 and 2019.

INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out method) and net realizable value. Inventories that are expected to be sold within one operating cycle (1 year) are classified as a current asset. Inventories that are not expected to be sold within 1 year, based on historical trends, are classified as Inventories - long term portion. Obsolete inventory is written off annually based on prior and expected future usage.

PROPERTY AND EQUIPMENT

We record our property and equipment at historical cost. We expense maintenance and repairs as incurred. Depreciation is provided for by the straight-line method over five to seven years, the estimated useful lives of the property and equipment.

INTANGIBLE ASSETS

Intangible assets are reviewed for impairment annually whenever changes in circumstances indicate that the carrying amount may not be recoverable. In reviewing for impairment, the Company compares the carrying value of the relevant asset to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. When the estimated undiscounted future cash flows are less than their carrying amount, an impairment loss is recognized equal to the difference between the assets’ fair value and its carrying value.

ADVERTISING COSTS

Advertising costs are expensed as incurred and amounted to $6,636 and $12,456 for the three months ended June 30, 2020 and 2019, respectively.

SHIPPING AND HANDLING COSTS

Shipping and handling costs incurred for the three months ended June 30, 2020 and 2019 were approximately $1,400 and $900, respectively. Such costs are included in selling, general, and administrative expenses in the accompanying consolidated statements of operations.

INCOME TAXES

We report the results of our operations as part of a consolidated Federal tax return with our subsidiary. Deferred income taxes result primarily from temporary differences between financial and tax reporting. Deferred tax assets and liabilities are determined based on the difference between the financial statement basis and tax basis of assets and liabilities using enacted tax rates. A valuation allowance is recorded to reduce a deferred tax asset to that portion that is expected to more likely than not be realized.

The Company has adopted the authoritative accounting guidance with respect to accounting for uncertainty in income taxes, which clarified the accounting and disclosures for uncertain tax positions related to income taxes recognized in the consolidated financial statements and addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements. The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

The Company files income tax returns in several jurisdictions. The Company’s tax returns remain subject to examination, by major jurisdiction, for the years ended March 31, as follows:

Jurisdiction	Fiscal Year
Federal	2015 and beyond
New Jersey	2014 and beyond

There are currently no tax years under examination by any major tax jurisdictions.

The Company will recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of June 30, 2020, and 2019, the Company has no accrued interest or penalties related to uncertain tax positions.

NET EARNINGS PER SHARE

We compute basic earnings per share by dividing net income/loss by the weighted average number of common shares outstanding. Diluted earnings per share is computed similar to basic earnings per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential shares had been issued and if the additional shares were dilutive. Common equivalent shares are excluded from the computation of net earnings per share if their effect is anti-dilutive.

Per share basic and diluted earnings amounted to $(0.00) and $0.00 for the three months ended June 30, 2020 and June 30, 2019, respectively.

LEASES

In February 2016, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance which changes financial reporting as it relates to leasing transactions. Under the new guidance, lessees are required to recognize a lease liability, measured on a discounted basis; and a right-of-use asset, for the lease term. The Company adopted this guidance as of April 1, 2019, using the modified retrospective approach which allowed it to initially apply the guidance as of the adoption date. The Company elected the package of practical expedients available under the new standard, which allowed the Company to forgo a reassessment of (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) the initial direct costs for any existing leases.

The Company made a policy election to recognize short-term lease payments as an expense on a straight-line basis over the lease term. The Company defines a short-term lease as a lease that, at the commencement date, has a lease term of twelve months or less and does not contain an option to purchase the underlying asset that the lease is reasonably certain to exercise. Related variable lease payments are recognized in the period in which the obligation is incurred.

The Company's lease agreement contains related non-lease components (e.g. taxes, etc.). The Company separates lease components and non-lease components for all underlying asset classes.9

The adoption of this guidance had a material impact on the Company's Condensed Consolidated Balance Sheet beginning April 1, 2019 when the Company recognized (a) a lease liability of $771,098, which represents the present value of the remaining lease payments of $967,344, discounted using the Company's incremental borrowing rate of 5% and (b) the related right-of-use asset of $771,098 which represents the lease liability. Prior periods were not restated. Adoption of this standard had no change on financing leases previously subject to capital lease treatment under ASC Topic 840, Leases. See Note 9 for further discussion of leases.

The Company determines if a contractual arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liability – current, and operating lease liability – noncurrent on the Company’s condensed consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. The lease payments included in the present value are fixed lease payments. As most of the Company’s leases do not provide an implicit rate, the Company estimates its collateralized incremental borrowing rate, based on information available at the commencement date, in determining the present value of lease payments. The operating lease ROU assets include any payments made before the commencement date and exclude lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

RECLASSIFICATION

Certain amounts in the prior periods presented have been reclassified to conform to the current period financial statement presentation. These reclassifications have no effect on previously reported net income.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2016, the FASB issued ASU-2016-13 “Financial Instruments – Credit Losses”. This guidance affects organizations that hold financial assets and net investments in leases that are not accounted for at fair value with changes in fair value reported in net income. The guidance requires organizations to measure all expected credit losses for financial instruments at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. It is effective for fiscal years beginning after December 15, 2019. This ASU has no impact on the Company’s consolidated financial statements.

Management does not believe that any other recently issued, but not yet effective accounting pronouncement, if adopted, would have a material effect on the accompanying consolidated financial statements.

NOTE 3 - INVENTORIES

Inventories at June 30, 2020 consisted of the following:
	Current		Long Term		Total
Raw materials	$	375,647	$	121,013	$	496,660
Finished goods		76,451		11,067		87,518
Totals	$	452,098	$	132,080	$	584,178
Inventories at March 31, 2020 consisted of the following:
---	---	---	---	---	---	---
	Current		Long Term		Total
Raw materials	$	289,369	$	121,013	$	410,382
Finished goods		83,266		11,067		94,333
Totals	$	372,635	$	132,080	$	504,715

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment as of June 30, 2020 and March 31, 2020 is as follows:

	June 30, 2020			March 31,2020
Machinery and equipment	$	199,810		$	199,810
Leasehold improvements		3,750			3,750
		203,560			203,560
Accumulated depreciation and amortization		(154,978	)		(145,602	)
Property and equipment, net	$	48,582		$	57,958

NOTE 5 - INTANGIBLE ASSETS

Intangible assets are being amortized using the straight line method over periods ranging from 10-15 years with a weighted average remaining life of approximately 6 years.

	June 30, 2020											March 31, 2020
	Cost		Accumulated<br><br> <br>Amortization			Net<br><br> <br>Carrying<br><br> <br>Amount		Amortization<br><br> <br>Period<br><br> <br>(Years)				Cost		Accumulated<br><br> <br>Amortization			Net<br><br> <br>Carrying<br><br> <br>Amount		Amortization<br><br> <br>Period<br><br> <br>(Years)
Patents & Trademarks	$	35,794	$	(14,710	)	$	21,084		10	-	15	$	35,794	$	(14,091	)	$	21,703	10	-	15

Estimated aggregate future amortization expense related to intangible assets is as follows:

For the fiscal years ended June 30,
2021	$	2,882
2022		2,882
2023		2,882
2024		2,882
2025		2,275
Thereafter		7,281
	$	21,084

NOTE 6 – CONCENTRATIONS

During the three months ended June 30, 2020, two customers accounted for 54% of our net revenue. During the three months ended June 30, 2019, two customers accounted for 60% of our net revenue.

As of June 30, 2020, three customers represented 84% of our gross accounts receivable. As of March 31, 2020, three customers represented 83% of our gross accounts receivable.

The Company’s customer base is comprised of foreign and domestic entities with diverse demographics. Revenues from foreign customers for the three months ended June 30, 2020 was $24,666 or 4%.

Revenues from foreign customers for the three months ended June 30, 2019 was $125,372 or 15%.

NOTE 7 - DISAGGREGATED REVENUES AND SEGMENT INFORMATION

The following tables show the Company's revenues disaggregated by reportable segment and by product and service type:

	Three Months Ended June 30,
	2020		2019
Net Revenue in the US
Chemical	$	161,857	$	262,260
Electronics		288,062		154,767
Engineering		94,508		288,422
		544,427		705,449
Net Revenue outside the US
Chemical		24,666		125,372
Electronics		-		-
Engineering		-		-
		24,666		125,372
Total Revenues	$	569,093	$	830,821

Information about segments is as follows:

	Chemical			Electronics			Engineering			Total
Three months ended June 30, 2020
Revenue from external customers	$	186,523		$	288,062		$	94,508		$	569,093
Segment operating (loss)	$	(45,152	)	$	(114,805	)	$	(23,913	)	$	(183,870	)
Three months ended June 30, 2019
Revenue from external customers	$	387,632		$	154,767		$	288,422		$	830,821
Segment operating income (loss)	$	74,901		$	(56,860	)	$	51,244		$	69,285
Total assets at June 30, 2020	$	1,732,939		$	2,676,313		$	878,050		$	5,287,302
Total assets at March 31, 2020	$	2,021,235		$	1,970,705		$	1,061,149		$	5,053,089

NOTE 8 – ACCOUNTS RECEIVABLE - RELATED PARTY

The Company has a $75,000 investment for approximately 23% of Qol Devices Inc. (Qol), which is carried at cost and reported as a component of other assets in the accompanying consolidated balance sheets.

The Company provided $330,090 in engineering services to Qol during the year March 31, 2018. Qol owes the Company $330,090 as of June 30, 2020.

NOTE 9 – LEASES

We lease our office and manufacturing facility under a non-cancelable operating lease, which expires on June 30, 2028. The Company The following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities as of June 30, 2020: ****

For the Years Ending June 30,
2021	$	101,875
2022		101,875
2023		101,875
2024		106,875
2025		106,875
Thereafter		320,625
		840,000
Less: Amount attributable to imputed interest		(150,403	)
Net liability at June 30, 2020	$	689,597
Weighted average remaining lease term (in years)		8.0
Weighted average discount rate		5.00	%

Rent and real estate tax expense for all facilities for the years ended June 30, 2020 and 2019 was approximately $18,000 and $18,000, respectively, and are reported as a component of cost of sales and selling, general and administrative expenses in the accompanying statement of operations. The Company paid in $25,468 in lease payments during the three months ending June 30, 2020.

During September 2016 the Company leased equipment with a cost of approximately $129,000, under provisions of various long-term financing leases whereby the minimum lease payments have been capitalized. Accumulated depreciation at June 30, 2020 is approximately $94,000. The leases expire over various years through 2021. Depreciation of the leased assets is included in depreciation and amortization expense. The lease obligations are secured by the leased assets.

NOTE 10 – PAYROLL PROTECTION PROGRAM (PPP) Loan

On May 6, 2020, the Company received loan proceeds in the amount of approximately $381,000 under the Small Business Administration ("SBA") Paycheck Protection Program (“PPP”). The PPP, will be fully forgiven if the funds are used for payroll costs, interest on mortgages, rent, and utilities, with at least 60% being used for payroll. Forgiveness will be reduced if full-time headcount declines, or if salaries and wages decrease. Principal and interest payments on any unforgiven portion of the PPP will be deferred to the date the SBA remits the borrower’s loan forgiveness amount to the lender or, if the borrower does not apply for loan forgiveness, 10 months after the end of the borrower’s loan forgiveness covered period. This loan has an interest rate of 1% and a maturity of 2 years, which can be extended to up to 5 years if the Company and lender agree. No collateral or personal guarantees were required for the loan.

The Company intends to use the entire PPP proceeds for designated qualifying expenses and to apply for forgiveness of the PPP in accordance with the terms of the PPP. No assurance can be given that the Company will obtain forgiveness of the PPP in whole or in part. With respect to any portion of the PPP that is not forgiven, the PPP will be subject to customary provisions for a loan of this type, including customary events of default relating to, among other things, payment defaults, breaches of the provisions of the PPP note and cross defaults

NOTE 11 – LINE OF CREDIT

On June 15, 2018, the Company obtained an unsecured revolving line of credit, with a limit of $400,000. The line expires May 15, 2021, renewing automatically every year. The Company is required to make monthly interest payments, at a rate of 3.875% as of June 30, 2020. Any unpaid principal will be due upon maturity. At June 30, 2020 and March 31, 2020, the outstanding balance was $55,000 and $30,000, respectively.

NOTE 12 - INCOME TAXES

At June 30, 2020, the Company had federal net operating loss carry-forwards ("NOLs") of approximately $2,639,000. These NOLs may be used to offset future taxable income and thereby reduce or eliminate our federal income taxes otherwise payable. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Ultimate utilization of such NOLs and research and development credits is dependent upon the Company's ability to generate taxable income in future periods and may be significantly curtailed if a significant change in **** ownership occurs.

During the three months ended June 30, 2020, the Company generated approximately $116,000 of the net operating losses, and expects to utilize the NOL’s before expiration.

The effective rates were approximately 32% and 20% for the three months ended June 30, 2020 and 2019, respectively.

NOTE 13 – STOCK BASED COMPENSATION

On January 13, 2020, ADM granted 300,000 stock options to one employee at an exercise price of $0.20 per option with a term of two years subject to vesting in four equal amounts of 75,000 share every six months. The options were valued at $35,206 using the Black Scholes option pricing model with the following assumptions: risk free interest rate of 1.58%, volatility of 132%, estimated useful life of 3 years and dividend rate of 0%.

The following table summarizes information on all common share purchase options issued by us as of June 30, 2020 and 2019.

	2020				2019
	# of Shares		Weighted		# of Shares		Weighted
			Average				Average
			Exercise				Exercise
			Price				Price
Outstanding, beginning of year		300,000	$	.20		-	$	-
Issued		-		-		-		-
Exercised		-		-		-		-
Expired		-		-		-		-
Outstanding, end of period		300,000	$	0.20		-		-
Exercisable, end of period		-	$	-		-		-

As of June 30, 2020, there was $35,206 of unrecognized compensation costs, which is expected to be recognized as follows:

For the years ending June 30,	Amount
2021	$	11,735
2022		11,735
2023		11,736
	$	35,206

NOTE 14 – DUE TO STOCKHOLDER

The Company’s President has been deferring his salary and bonuses periodically to assist the Company’s cash flow. There are no repayment terms or interest accruing on this liability.

NOTE 15 – LEGAL PROCEEDINGS

In November 2019, the Company filed a civil suit in the Superior Court of New Jersey against an accounting firm seeking a declaratory judgement from the court that no sum is due to the accounting firm, plus damages, attorney's fees and costs with respect to the foregoing. This matter was settled by mutual agreement for the Company to pay $7,500 to the defendant. All claims were dismissed by both parties on June 2, 2020.

We are involved, from time to time, in litigation and proceedings arising out of the ordinary course of business. Other than the foregoing, there are no pending material legal proceedings or environmental investigations to which we are a party or to which our property is subject.

NOTE 16 – SUBSEQUENT EVENTS

The World Health Organization characterized the COVID-19 virus as a global pandemic on March 11, 2020. The duration and economic impact of this pandemic are uncertain. The economic impact depend on future developments and the financial condition of our customers that we may not be able to foresee. Any of these factors, and other factors beyond our control, can adversely impact our results for the full fiscal year and such impact may be material. At this time, management is unable to quantify its potential effects on the operations and financial performance of the Company.

We evaluated all subsequent events from the date of the condensed consolidated balance sheet through the issuance date and determined that there are no events or transactions occurring during the subsequent event reporting period which require recognition or disclosure in the condensed consolidated financial statements.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our operations and financial condition should be read in conjunction with the condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q 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. We use forward-looking statements in our description of our 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. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Form 10-Q 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 our Annual Report on Form 10-K for the year ended March 31, 2019.****

CRITICAL ACCOUNTING POLICIES

REVENUE RECOGNITION

ELECTRONICS:

CHEMICAL PRODUCTS:

Revenues are recognized when products are shipped to end users. Shipments to distributors are recognized as revenue when no right of return exists.

ENGINEERING SERVICES:

All revenue is recognized net of discounts.

USE OF ESTIMATES

These unaudited condensed consolidated financial statements have been prepared in accordance with US GAAP and, accordingly, requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. Significant estimates made by management include expected economic life and value of our of our deferred tax assets and related valuation allowance, write down of inventory, impairment of long-lived assets, allowance for doubtful accounts, and warranty reserves. Actual results could differ from those estimates.

LEASES

The Company's lease agreement contains related non-lease components (e.g. taxes, etc.). The Company separates lease components and non-lease components for all underlying asset classes.

BUSINESS OVERVIEW

The Company is a technology-based developer and manufacturer of diversified lines of products and derives revenue from the production and sale of electronics for medical devices and other applications; environmentally safe chemical products for industrial, medical and cosmetic uses; and, research, development, regulatory and engineering services. The Company has increased internal research and development by utilizing their engineering resources to advance their own proprietary medical device technologies.

The Company is a corporation that was organized under the laws of the State of Delaware on November 24, 1969. Our operations are conducted through ADM Tronics Unlimited, Inc. ("ADM") and its subsidiary Sonotron Medical Systems, Inc. ("Sonotron").

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2020 AS COMPARED TO JUNE 30, 2019 ****

Revenues for the three months ended June 30, 2020 decreased by $261,728. The decrease is a result of decreased sales of $201,109 in the Chemical segment and $193,914 in the Engineering segment offset by an increase of $133,295 in the Electronics segment.Gross profit for the three months ended June 30, 2020 decreased by $267,222. The decrease in gross profit resulted primarily from decreased sales in Chemical and Engineering related to the COVID-19 pandemic.

We are highly dependent upon certain customers. During the three months ended June 30, 2020, two customers accounted for 54% of our net revenue. Net revenues from foreign customers for the three months ended June 30, 2020 was $24,666 or 4%.

During the three months ended June 30, 2019 two customers accounted for 60% of our net revenue. Net revenues from foreign customers for the three months ended June 30, 2019 was $125,372 or 15%.

The complete loss of or significant reduction in business from, or a material adverse change in the financial condition of any of our customers could cause a material and adverse change in our revenues and operating results.

Income from operations for the three months ended June 30, 2020 decreased by $253,155. The decrease in operating income for the three-month period is from a decrease in income from the Chemical segment of $116,538, a decrease in income of $61,460 from the Electronic segments and a decrease of $75,157 from Engineering.

Income from operations for the three months ended June 30, 2019 increased by $52,189. The increase in operating income for the three-month period is mainly attributable to a decrease of the following expenses: approximately $37,000 in consulting fees, $8,000 in health insurance, and $7,000 in advertising expenses.

Other income increased $8,150 for the three months ended June 30, 2020. The increase is primarily due EIDL grant of $10,000 offset by decrease in funds invested in a money market account.

The foregoing resulted in a net loss before provision for income taxes for the three months ended June 30, 2020 of $170,236. Earnings per share were $(0.00) and $0.00 for the three months ended June 30, 2020 and 2019, respectively.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2020, we had cash and cash equivalents of $1,575,472 as compared to $1,438,714 at March 31, 2020. The $136,758 increase was primarily the result of cash used in operations during the three-month period in the amount of $261,196, offset with cash provided in financing activities of $397,954. Our cash will continue to be used for increased marketing costs, and increased production labor costs all in an attempt to increase our revenue, as well as increased expenditures for our internal R&D. We expect to have enough cash to fund operations for the next twelve months.

Future Sources of Liquidity:

We expect that growth with profitable customers and continued focus on new customers will enable us to continue to generate cash flows from operating activities during fiscal 2020.

Based on current expectations, we believe that our existing cash and cash equivalents of $1,575,472 as of June 30, 2020, and other potential sources of cash will be sufficient to meet our cash requirements. Our ability to meet these requirements will depend on our ability to generate cash in the future, which is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

OPERATING ACTIVITIES ****

Net cash used by operating activities was $261,196 for the three months ended June 30, 2020, as compared to net cash provided by operating activities of $43,755 for the three months ended June 30, 2019. The cash used during the three months ended June 30, 2020 was primarily due to net loss of $115,736 less depreciation and amortization of $9,995 coupled with a decrease in net operating liabilities of $56,763 and an increase in net operating assets of $96,753.

INVESTING ACTIVITIES

No cash was provided for or used in investing activities for the three months ended June 30, 2020.

FINANCING ACTIVITIES

For the three months ended June 30, 2020, net cash provided by financing activities was $397,954 due to proceeds from the line of credit of $25,000, proceeds from the PPP loan of $381,000 offset by repayments on capital lease obligations of $8,046.

OFF BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements that have had or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Concentration of Credit Risk

Financial instruments that potentially subject us to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable.

Cash and cash equivalents – For financial statement purposes, the Company considers as cash equivalents all highly liquid investments with an original maturity of three months or less at inception. The Company deposits cash and cash equivalents with high credit quality financial institutions and believes that any amounts in excess of insurance limitations to be at minimal risk. Cash and cash equivalents held at these accounts are current insured by the Federal Deposit Insurance Corporation (“FDIC”) up to a maximum of $250,000. At June 30, 2020, approximately $1,295,000 exceeded the FDIC limit.

Our sales are materially dependent on a small group of customers, as noted in Note 4 of our condensed consolidated financial statements. We monitor our credit risk associated with our receivables on a routine basis. We also maintain credit controls for evaluating and granting customer credit.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The Company's management, including the Company's principal executive officer and principal financial officer, have evaluated the effectiveness of the Company's "disclosure controls and procedures," as such term is defined in Ru1e 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, (the "Exchange Act"). Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company's disclosure controls and procedures were not effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (the "SEC") (1) is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and (2) is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. During the quarterly period ended June 30, 2020, there were no changes in the Company's internal control over financial reporting which materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.

The determination that our disclosure controls and procedures were not effective as of June 30, 2020, is a result of:

a. *Deficiencies in Internal Control Structure Environment.*During the current year, the Company’s focus was on expanding their customer base to initiate revenue production.

b. *Inadequate staffing and supervision within the accounting operations of our company.*The relatively small number of employees who are responsible for accounting functions prevents the Company from segregating duties within its internal control system. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews. The Company’s plan is to expand its accounting operations as the business of the Company expands.

The Company believes that the financial statements present fairly, in all material respects, the Company’s condensed consolidated balance sheets as of June 30, 2020, and March 31, 2020 and the related condensed consolidated statements of income, and cash flows for the three months ended June 30, 2020 and 2019, in conformity with generally accepted accounting principles, notwithstanding the material weaknesses we identified.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There were no changes in our internal control over financial reporting that occurred during our last fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors contained in our Annual Report on Form 10-K for the year ended March 31, 2020.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS.

(a) 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 of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS**	XBRL Instance
101.SCH**	XBRL Taxonomy Extension Schema
101.CAL**	XBRL Taxonomy Extension Calculation
101.DEF**	XBRL Taxonomy Extension Definition
101.LAB**	XBRL Taxonomy Extension Labels
101.PRE**	XBRL Taxonomy Extension Presentation

** XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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.
(Registrant)
By:	/s/ Andre' DiMino
	Andre' DiMino, Chief Executive
	Officer and Chief Financial Officer
Dated:	Northvale, New Jersey
---	---
	August 19, 2020

ex_200559.htm

EXHIBIT 31.1

CERTIFICATIONPURSUANT TO SECTION 302 OF THE SARBANES - OXLEY ACT OF 2002 AND

SECURITIES AND EXCHANGE COMMISSION RELEASE 34-46427

I, Andre' DiMino, certify that:

I have reviewed this quarterly report on Form 10-Q of ADM Tronics Unlimited, Inc.;
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;
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;
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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) 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

d) 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

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 19, 2020	/s/ Andre' DiMino
	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.

ex_200560.htm

EXHIBIT 32.1

CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350AS 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-Q for the three months ended June 30, 2020, (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 financial condition of the Company as of the dates presented and the result of operations of the Company for the periods presented.

Date: August 19, 2020	/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-K 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.