ADM TRONICS UNLIMITED INC/DE
10QSB, 1997-02-13
ADHESIVES & SEALANTS
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                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                                
                                FORM 10-QSB
                                
   (Mark One)
                                
         [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934
                                
               For the quarterly period ended December 31, 1996
                                
                                     OR
                                
         [ ]   TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934
                                
               For the transition period from _______ to ______
                                
                        Commission File No. 0-17629
                                
                        ADM TRONICS UNLIMITED, INC.
            (Exact name of registrant as specified in its Charter)
                                
             Delaware                              22-1896032                
       (State or Other Jurisd-               (I.R.S.  Employer Identifi-       
        iction of Incorporation               cation Number)
        or organization)  

               224-S Pegasus Avenue, Northvale, New Jersey 07647
                   (Address of Principal Executive Offices)
                                
        Registrant's Telephone Number, including
                        Area Code:                     (201)  767-6040  

  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
  the filing requirements for at least the past 90 days:

                             YES  X      NO______

  Indicate the number of shares outstanding of each of the Registrant's
  classes of common stock, as of the latest practicable date:

              42,474,907 shares of Common Stock, $.0005 par value, 
                             as of February 5, 1996
















 
                         ADM TRONICS UNLIMITED, INC.

                                   INDEX



Part I. Financial Information                                    Page Number   

Item 1. Consolidated Financial Statements: 

 Consolidated Balance Sheets - December 31, 1996 and
   March 31, 1996                                                     2

 Consolidated Statements of Operations - For The Three
   Months Ended December 31, 1996 and 1995                            3

 Consolidated Statements of Operations - For The Nine
   Months Ended December 31, 1996 and 1995                            3

 Consolidated Statement of Changes in Stockholders'
   Equity - For The Nine Months Ended December 31, 1996               4


 Consolidated Statements of Cash Flows - For The Nine
   Months Ended December 31, 1996 and 1995                            5

 Notes To Consolidated Financial Statements                           6



Item 2. Management's Discussion And Analysis of Financial
            Condition and Results of Operations                       6















                                      1





                          ADM TRONICS UNLIMITED, INC. 
                          CONSOLIDATED BALANCE SHEETS
                                                       
                                             December 31,      March 31,
                                                 1996            1996     
                                             (Unaudited)
                  ASSETS

CURRENT ASSETS:
   Cash                                    $ 1,129,293        1,113,626
   Certificates of Deposit                     107,000          105,390
   Securities held to maturity                 100,531          100,297
   Accounts receivable--trade less allowance             
   for doubtful accounts of $20,500            235,650          200,758
   Inventories:      
     Raw materials and supplies                154,069          129,809
     Finished goods--chemicals                  86,520           60,094  
   Other current assets                        178,253          172,282

Total Current Assets                         1,991,316        1,882,256

Property and Equipment                          54,418           48,629

Equipment held for sale or lease, net of
accumulated depreciation of $50,660 and
$49,599, respectively                          361,809          463,500

Notes Receivable                                85,307           82,306

Equity securities available for sale            20,000           20,000

Loan receivable from officers, bearing         
interest at 3% per annum                        68,252           68,252

Other Assets                                   382,369          340,030

  Total Assets                             $ 2,963,471       $2,904,973



LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable--trade                      77,925           58,426
   Accrued expenses and other                   15,673           27,431
   Prepayments from Customer                    69,093          124,943     

   Total Current Liabilities                   162,691          210,800

Deferred Sales Revenue                          65,860           65,860

Stockholders' Equity                         2,734,920        2,628,313
 
  Total Liabilities & Stockholders' Equity  $2,963,471       $2,904,973    
                         
         See accompanying notes to consolidated financial statements

                                      2



                            ADM TRONICS UNLIMITED, INC.
                       CONSOLIDATED STATEMENTS OF OPERATIONS
                                    (Unaudited)

                                   Three Months Ended   Nine Months Ended
                                       December 31,        December 31,
                                   1996          1995   1996        1995      
Revenues:
 Net sales                      $ 274,315   $ 368,543  $ 1,181,547 $1,487,681

Costs And Expenses:
 Cost of sales                    118,058     101,654      450,669    512,310
 Selling, general and             201,686     172,346      666,268    658,971
 administrative                                      

   Total cost and expenses        319,744     274,000    1,116,937  1,171,281
  
Operating Income (Loss)          ($45,429)    $94,543      $64,610   $316,400 

Other Income:
 Interest net of expenses and      14,556      22,015       41,998     63,604
 other income 

 Income (loss) before income
 tax benefit                     ($30,873)    $116,558    $106,608   $380,004
    
 Income tax benefit                     0            0           0          0
 
Net Income (loss)                ($30,873)    $116,558    $106,608   $380,004
                         
Net Income (loss) per              (0.001)       0.003       0.003      0.009  
 common share








          See accompanying notes to consolidated financial statements.













                                      3 





                            ADMTRONICS UNLIMITED, INC.
          CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                   FOR THE NINE MONTHS ENDED DECEMBER 31, 1996
                                (Unaudited)

                  Common                Capital In                   
                  Stock       Par       Excess Of   Accumulated
                  Shares      Value     Par Value   Deficit       Total
                                                               


Balance, 
March 31, 1996   42,474,907   21,237   4,819,436    (2,212,360)   2,628,313


Net income (loss)
nine months ended
December 31,1996                                       106,608       106,608


Balance
December 31,1996  42,474,907   21,237  4,819,436    (2,105,752)    2,734,921   








             See accompanying notes to consolidated financial statements       





















                                      4






                          ADM TRONICS UNLIMITED, INC. 
                     CONSOLIDATED STATEMENTS OF CASH FLOW
                                (Unaudited)                                   

                                               Nine Months Ended December 31,
                                                   1996               1995  

Cash Flows From Operating Activities:

   Net income                                    $ 106,608         $ 380,004 
   Adjustments to reconcile net income (loss) 
   to net cash flows from operating activities:
       Depreciation and amortization                14,683            27,182

Changes in operating assets and liabilities:
       Accounts receivable--trade                  (34,892)          (83,984)
       Inventories                                 (50,686)            1,573
       Other current assets                         (5,971)            6,995
       Other assets                                (42,339)          (40,755)
       Equipment held for sale or lease             91,501          (207,991)
       Accounts payable--trade                      19,499            93,922
       Customer deposits payable                   (55,850)          158,039
       Accrued expenses and other                  (11,758)          (13,950)

   Net cash flows provided by (used in)
   operating activities                             30,795           321,035


Cash Flows From Investing Activities:

   Investment in treasury notes                   (100,531)                0
   Maturities of treasury notes                    100,297                 0
   Purchase of property and equipment              (10,284)           (3,337)
   Principal payments on notes receivable           (3,000)          287,285
   Net changes in certificates of deposit           (1,610)         (297,779)

   Net cash flows provided by (used in)
   investing activities                            (15,128)          (13,831) 

Cash Flows From Financing Activities:
   Repayments of notes and leases payable                0            (1,897)

   Net change in cash and cash equivalents          15,667           305,307 

   Cash--Beginning of year                       1,113,626           286,546

   Cash--End of period                           1,129,293           591,853

Supplemental cash flow information:
   Interest paid                                       567             1,486
   Income taxes paid                                   500             2,866 

            See accompanying notes to consolidated financial statements.
                                      5






                          ADM TRONICS UNLIMITED, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

Note 1 - Basis of Presentation:

The consolidated balance sheet at the end of the preceding fiscal year has
been derived from the audited consolidated balance sheet contained in the
Company's annual report on Form 10-KSB for the fiscal year ended March 31,
1995 (the "Form 10-KSB") and is presented for comparative purposes. All
other financial statements are unaudited. In the opinion of management, all
adjustments which include only normal recurring adjustments necessary to
present fairly the financial position, results of operations and changes in
financial positions for all periods presented have been made. The results of
operations for interim periods are not necessarily indicative of the operating 
results for the full year.

Footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been omitted in
accordance with the published rules and regulations of the Securities and
Exchange Commission. These consolidated financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Form 10-KSB.


Item 2. Management's Discussion and Analysis of Financial     
            Condition and Results of Operations

Liquidity and Capital Resources

At December 31, 1996 the Company had cash, certificates of deposit and 
investment securities of $1,336,824 as compared to $1,319,313 at March 31,
1996. This increase was principally due to cash flows from operating activities.

Operating Activities

Net cash flows have decreased $289,640 to $15,667 for the nine months ended
December 31, 1996 as compared to net cash flows of $305,307 for the nine
months ended December 31, 1995.  This decrease was the result of reduced net 
income and reduced receipts of customer deposits.

Investing Activities

Investing activities consisting of capital expenditures of $10,284 for the
purchase of property and equipment and $3,000 in principal payments on notes
receivable.  Treasury notes of $100,297 were redeemed offset by an investment
in treasury notes of $100,531.

Financing Activities

The Company did not have any cash flows related to financing activities during
the period.

The Company does not have any material external sources of liquidity or
unused sources of funds. 

                                      6




Results of Operations
Quarter Ended December 31, 1996 

Revenues

Revenues were $274,315 in 1996 as compared to $368,543 in 1995 representing
a decrease of $94,228 or 25%. Revenues from the Company's Sonotron medical
activities decreased by $39,214 coupled with a decrease in chemical revenues
of $55,014.

Gross Profit

Gross profit of $156,257 in 1996 was $110,632, or 41%, below the gross profit
in 1995.  Gross profit was 57% of revenues in 1996 as compared with 72% of
revenues in 1995.  

Operating Income (Loss) 

Operating loss of $30,873 in 1996 was $147,431 below the operating income of
$94,543 in 1995. Selling general and administrative expenses increased by
$29,340.

Other Income 

Other income of $64,481 in 1996 increased by $30,918, or 34%, from $22,015 in
1995, principally due to a decrease in interest income from reduced rates.


Results of Operations
Nine Months Ended December 31, 1996

Revenues
 
Revenues were $1,181,547 in 1996 as compared to $1,487,681 in 1995 representing
a decrease of $306,134 or 20%.  Revenues from the Company's Sonotron medical
activities decreased by $319,425 offset by chemical revenues which increased
by $13,291.

Gross Profit

Gross profit of $730,878 in 1996 was $244,493, or 25% below the gross profit
in 1995.  Gross profit was 62% of revenues in 1996 as compared with 66% of
revenues in 1995.  

Operating Income

Operating income of $64,610 in 1996 was $251,790, or a 79% decrease from 
the operating income of $316,400 in 1995.  Selling, general and
administrative expenses increased by $7,297.

Other Income 

Other income of $41,998 in 1996 decreased $21,606 from $63,604 in 1995,
due to a decrease in interest income from reduced rates.
 
                                     7                                      
        
                           

                        PART II - OTHER INFORMATION

Item 4 - Submission of Alternate to a Vote of Security Holders

(a)  A special meeting of shareholders was held on October 16, 1996.

(b)  The meeting did not involve the election of directors.

(c)  The only matter voted upon at the meeting was a proposed amendment to the 
     Company's Certificate of Incorporation to change the Company's authorized
     number of shares to 150,000,000 shares of Common Stock, $.0005 par value,
     and 5,000,000 shares of preferred stock, $.01 par value, which Preferred
     Stock may be designated and issued in such series and upon such terms and
     conditions as the Board of Directors may from time to time determine.

     22,559,550 shares were cast in favor of the amendment, 180,175 shares 
     were cast against and 47,800 shares abstained.

(d)  Not applicable.











































                                                           


                                                         
                                                           
                                 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\Alfonso DiMino
                                         Dr. Alfonso DiMino
                                         President



                                  And By:\s\Andre' DiMino
                                         Andre' DiMino
                                         Principal Financial Officer


Dated: Northvale, New Jersey
       February 6, 1997
































<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          MAR-31-1997
<PERIOD-END>                               DEC-31-1996
<CASH>                                       1,129,293
<SECURITIES>                                   100,531
<RECEIVABLES>                                  256,150
<ALLOWANCES>                                    20,500
<INVENTORY>                                    240,589
<CURRENT-ASSETS>                             1,991,316
<PP&E>                                          54,418
<DEPRECIATION>                                  50,660
<TOTAL-ASSETS>                               2,963,471
<CURRENT-LIABILITIES>                          162,691
<BONDS>                                              0
<COMMON>                                        21,237
                                0
                                          0
<OTHER-SE>                                   2,734,920
<TOTAL-LIABILITY-AND-EQUITY>                 2,963,471
<SALES>                                        274,315
<TOTAL-REVENUES>                               257,998
<CGS>                                          118,058
<TOTAL-COSTS>                                  319,744
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                (30,873)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            (30,873)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (30,873)
<EPS-PRIMARY>                                    (.001)
<EPS-DILUTED>                                    (.001)
        


</TABLE>


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