UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D. C. 20549

FORM 10-KSB/A

(AMENDMENT NO. 1 TO FORM 10-KSB) 

(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIESEXCHANGE ACT OF 1934**for the fiscal year ended March 31, 2003**
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIESEXCHANGE ACT OF 1934

for the transition period from to 

Commission File Number: 0-12716

NovitronInternational, Inc.(Exact name of registrant as specified in itscharter)

 

**DELAWARE****0-12716****04-2573920**             (State or other jurisdictionof incorporation) (Commission File Number)(I.R.S. Employer Identification No.)
 

**One Gateway Center, Suite 411, Newton,    Massachusetts****02458**
(Address of Principal Executive Offices)         (Zip Code)
(Registrant's telephone number, including area    code)**(617) 527-9933**
 

Securities registered pursuant to Section 12(b) of theExchange Act: None

Securities registered pursuant to Section 12(g) of theExchange Act: Common Stock, $.01 par value

Check whether the issuer (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirement for the past 90 days. Yes X No__
Check if disclosure of delinquent filers in response toItem 405 of Regulation S-B is not contained herein, and no disclosure will be contained,to the best of registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-KSB or any amendment to this Form10-KSB. [X]

Issuer’s revenues for the most recent fiscal year:$15,869,730

The aggregate market value of the voting Common Stockheld by non-affiliates of the registrant was approximately $6,919,256 based on the averageprice of the Common Stock as reported by NASDAQ on July 11, 2003.

As of July 11, 2003, there were 1,880,036 shares of theRegistrant’s Common Stock outstanding.

Transitional Small Business Disclosure Format: Yes ___No X 
Novitron International, Inc**.**
AMENDMENT NO. 1 ON FORM 10-KSB/A TO

ANNUAL REPORT ON FORM 10-KSB

For the Year Ended March 31, 2003

Table of Contents
 **PART III   Page
Item 9
Directors and Executive    Officers of the Company2
Item 10
Executive Compensation4
Item 11
Security Ownership of Certain    Beneficial Owners and Management and Related Stockholder Matters6
Item 12
Certain Relationships and    Related Transactions7   **Signatures 
8**Certifications 
9** **
**Explanatory Note**

This Amendment to Novitron International, Inc.’sAnnual Report on Form 10-KSB ("Novitron 10-KSB") for the fiscal year ended March31, 2003, as filed by Novitron International, Inc. on July 29, 2003, is being filed forthe purpose of including the information required by Part III of Form 10-KSB (with theexception of Item 13 ("Exhibits, List, and Reports on Form 8-K"),  Item 14("Controls and Procedures") and the disclosure required by Item 201(d) ofRegulation S-B, each of which was included in Novitron’s 10-KSB), which informationis required to be filed with the Securities and Exchange Commission within 120 days afterthe end of Novitron’s fiscal year.
** 

PART III

Item 9. Directors and Executive Officers of the Company

The Directors and Executive Officers of the Company,and their respective ages and positions held in the Company, as of July 29, 2003, are asfollows (1) :
**Name**Age**Position Held
Israel M. Stein, M.D. 
60
Chairman of the Board, Chief    Executive Officer, President and Treasurer
Randal J. Kirk
49
Director
Arthur B. Malman
61
Director
Larry D. Horner 
69
Director 
Audrey P. Ho 
36
Senior Vice President and    Chief Operating Officer
Mark D. Shooman
56
Senior Vice President and    Chief Financial Officer
Vincent J. Maietta 
53
Vice President of    Manufacturing and Logistics
Caesar J. Belbel
43
Vice President, General    Counsel and Secretary
(1) The directors of the Company serve in        such capacity until the next annual meeting of stockholders or until their successors have        been duly elected and qualified. The officers serve at the discretion of the        Company’s Board of Directors. There are no family relationships among the        Company’s officers and directors, nor are there any arrangements or understandings        between any of the directors or officers of the Company or any other person pursuant to        which any officer or director was or is to be selected as an officer or director.**Israel M. Stein, M.D. (age 60) has been theCompany’s Chief Executive Officer, President and Treasurer since 1972. Dr. Stein alsohas served as Chairman of the Board of the Company since 1972. Dr. Stein received his B.A.from Brooklyn College of the City University of New York and an M.D. from the AlbertEinstein College of Medicine of Yeshiva University. 

**Randal J. Kirk** (age 49) has been aDirector of the Company since 2002, and has served as the Senior Managing Director ofThird Security, LLC, since 1999. Additionally, Mr. Kirk currently serves in a number ofcapacities, including the following: Chairman, President and CEO of New RiverPharmaceuticals Inc., since 1996; Chairman of Biological & Popular Culture LLC and itspredecessor since 1999; and Chairman, President and CEO of Third Security ManagementCorporation, since 2001. Mr. Kirk served as Chairman of Landmark Scientific, Inc., from1996 and as Chairman of Group Practice Services Incorporated and its predecessors from1998 until their respective mergers with the Company on April 29, 2003. He has also servedas a Director of the Radford University Foundation, Inc., since 1998 and was recentlyappointed to the Board of Visitors of Radford University. Mr. Kirk co-founded GeneralInjectables & Vaccines, Inc., in 1983 and served as Chairman of the Board prior to the1998 sale of the company. Mr. Kirk also served as a Director of Scios, Inc. (prior to itspurchase by Johnson & Johnson, NASDAQ: SCIO), between 2000 and 2002. Mr. Kirk receiveda B.A. in Economics from Radford University and a J.D. from the University of Virginia.

**Arthur B. Malman** (age 61) has been a Director of theCompany since 1975. Mr. Malman is a partner of the law firm of Malman & Goldman, LLPand a principal of the Urban Group, a real-estate investment company. Mr. Malman receiveda B.A. from Princeton University and a J.D. from the Yale University School of Law, andattended Columbia University School of Business Administration. 

**Larry D. Horner** (age 69) has been a Director ofthe Company since 2002. Mr. Horner retired in June 2001 as Chairman of Pacific USAHoldings Corporation, a position he had held since August 1994. Before that, he served asChairman and Chief Executive Officer of the accounting firm KPMG Peat Marwick. He is adirector of the following public companies: Atlantis Plastics, Inc., Technical OlympicsUSA, Inc., UTStarcom, Inc. and ConocoPhillips. Mr. Horner is also a director of New RiverPharmaceuticals, Inc., Howe & Rusling, Inc, and Third Security LLC.

**Audrey P. Ho**(age 36) has served as Senior VicePresident and Chief Operating Officer of the Company since April 29, 2003. Prior tojoining the Company, Ms. Ho served between 1999 and April 29, 2003, as President and amember of the Board of Directors of Landmark Scientific, Inc., a manufacturer and supplierof clinical laboratory equipment and supplies, and as President and a member of the Boardof Directors of Group Practice Services Incorporated, a physician’s office laboratorymanagement and consulting services company. Previously, from 1996to 1999, Ms. Ho served asPresident of Biological & Popular (Bermuda) Ltd., a medical services company. Ms. Horeceived a Bachelor of Business Administration degree from the National University ofSingapore, and a Master of Health Science degree from Johns Hopkins University.

**Mark D. Shooman**(age 56) has served as SeniorVice President and Chief Financial Officer of the Company since May 27, 2003. Prior tojoining the Company, Mr. Shooman served between 2001 and 2003 as Chief Financial Officerof OuterLink Corporation, a telecommunications company. Previously, from 2000 to 2001, Mr.Shooman served as CFO of Celerix, Inc., a business-to-business Internet e-commercecompany, and from 1992 to 2000 as Vice President and Chief Financial Officer of ADECorporation, a publicly-held semiconductor equipment manufacturer. Mr. Shooman is aCertified Public Accountant and holds a Bachelor of Science degree in ElectricalEngineering from Rensselear Polytechnic Institute and a Master of Business Administrationdegree from The Ohio State University.

**Vincent J. Maietta**(age 53) has served as VicePresident of Manufacturing and Logistics of the Company since May 12, 2003. Prior tojoining the Company, Mr. Maietta served from 2001 to 2003 as a consultant for BeaconConsulting, a Massachusetts-based process manufacturing consultancy. Previously, from 1999to 2001, Mr. Maietta served as Technology Consulting Program Manager for i2 Technlogies,Inc., a publicly-held supply chain solutions company, and from 1985 to 1999, as ProgramManager for Sales Automation for Digital Equipment Corporation and its successor CompaqComputer Corp., publicly-held computer hardware manufacturers. Mr. Maietta holds aBachelor of Science degree in Industrial Engineering from Rensselear Polytechnic Instituteand a Master of Science degree from the Sloan School of Management at the MassachusettsInstitute of Technology.

**Caesar J. Belbel**(age 43) has served as VicePresident and General Counsel of the Company since May 7, 2003, and was elected Secretaryof the Company on June 25, 2003. Prior to joining the Company, Mr. Belbel served from 2000to 2002 as Senior Vice President, General Counsel and Secretary of Xpedior Incorporated, apublicly-held Internet consulting services and e-commerce software development companythat filed a voluntary petition for relief under Chapter 11 of the United StatesBankruptcy Code in April 2001. Previously, from 1997 to 2000, Mr. Belbel served as GeneralCounsel of Programart Corporation, a developer of application performance managementsoftware. Mr. Belbel holds a Bachelor of Arts degree from Columbia University, and a JurisDoctor degree from Boston College Law School. 
** **
**Section 16(a) Beneficial Ownership Report Compliance**

Section 16(a) of the Securities Exchange Act of 1934, asamended, requires the Company’s officers and directors, and persons who own more thanten percent of the Company’s common stock to file with the Securities and ExchangeCommission reports of ownership and changes in ownership of voting securities of theCompany, and to furnish copies of such reports to the Company. Based solely on a review ofcopies of such reports furnished to the Company or written representations from certainpersons that no reports were required for those persons, the Company believes that allSection 16(a) filing requirements were complied with during the fiscal year ended March31, 2003.

 
**Item 10. Executive Compensation**
The following table and accompanying notes sets forthcertain information concerning the compensation earned by the Company’s ChiefExecutive Officer and other persons who were serving as executive officers at the end ofthe last completed fiscal year and whose salary and bonuses were in excess of $100,000. Noother compensation not covered in the following table and accompanying notes was paid ordistributed by the Company to such persons during the period covered. Non-employeeDirectors are paid a fee of $1,250 per meeting of the Board of Directors attended.Meetings of the Audit and Compensation Committees are generally held in conjunction withBoard of Directors meetings and are not separately compensated. Directors who areemployees of the Company receive no additional compensation for service on the Board ofDirectors. The Company reimburses Directors for all out-of-pocket expenses incurred inattending each Board and Committee meeting.
**Summary Compensation Table**
          **Annual    Compensation **Long-Term    Compensation
  
**Name and Principal Position**Fiscal    Year (1)**Salary    ($)(2)**Bonus    ($)**Other    Annual    Compensation    ($)(4)**Securities    Underlying    Options (#)    (5)(6)**All other    Compensation    ($)
Israel M. Stein, M.D.    Chief Executive Officer, President and Treasurer
2003    2002    2001
185,000    185,000    185,000
60,000    20,000    35,000
0    0    0
0    50,000    0
0    0    0
Adrian Tennyenhuis (3)    Managing Director of Vital Diagnostics Pty. Ltd.
2003    2002    2001
102,570    84,146    71,065
20,273    16,900    22,986 
34,752    20,643    12,446
0    3,125    0
0    0    0
Emile Hugen (3)    Managing Director    Vital Scientific NV
2003    2002    2001
100,422    78,493    76,150
17,962    9,906    9,994
28,106    11,862    8,521
0    3,125    3,125
0    0    0(1)The Company's fiscal year ends on March 31. (2)
Salaries paid in foreign currency are    translated into U.S. dollars at the spot rate on the last day of the fiscal year. At March    31, 2003 the spot rate was 0.919 Euros and 1.658 Australian dollars to the U.S. dollar,    respectively.(3)As of April 29,2003, Messrs. Tennyenhuis and Hugen    continued as executive officers of the Company's respective subsidiaries but not as    executive officers of the Company.(4)
The executive officers named in the    Summary Compensation Table did not receive personal benefits or perquisites in excess of    the lesser of $50,000 or 10% of the combined salary and bonus reported with respect to    each of fiscal years 2003, 2002, and 2001, unless otherwise shown. The amounts in Other    Annual Compensation are contributions to a deferred compensation plan in the respective    countries.(5)
The number of securities underlying    options has been retroactively restated to reflect a 10% stock dividend on March 27, 1998    and a 5 for 4 stock split on September 10, 2002.(6)
The aggregate number of options issued    pursuant to the Company's 1991 Stock Option Plan and representing the right to purchase    shares of the Company's Common Stock at a fixed price per share (fair market value on the    date of the grant).****There were no issuances of stock options to these officers    during the Company's last fiscal year.** 

Aggregated Option Exercises in Last Fiscal Year and FiscalYear-End Option Values**
The following table sets forth information with respect tothe named executive officers concerning the exercise of options during the last fiscalyear and unexercised options held as of the end of the fiscal year.
**Name**Number of Shares    Acquired On Exercise**Value Realized ($) (1)**Number of    Securities Underlying Unexercised Options at Fiscal Year-End (3)    Exercisable                         Unexercisable**Value of    Unexercised In-the-Money Options at Fiscal    Year-End ($) (2)      Exercisable      Unexercisable
Israel M. Stein, M.D.
0
0
89,375
0
147,969
0
Adrian Tennyenhuis
0
0
3,225
0
2,555
0
Emile Hugen
3,125
10,625
3,125
0
2,225
0(1)
Value realized equals fair market value    on the date of exercise, less the exercise price, times the number of shares acquired    without deducting taxes or commissions paid by employee.(2)
Value of unexercised options equals fair    market value of the shares underlying in-the-money options at March 31, 2003 ($3.80 per    share), less exercise price, times the number of options outstanding.
 

The Company maintains no long-term incentive plans forexecutive officers other than the Company's 1991 and 2002 Stock Option Plans. The Companymaintains no defined benefit or actuarial plans for executive officers.
** 

Employment Agreement**
In October 2001, Dr. Stein entered into an employmentagreement with the Company. The agreement provides that Dr. Stein will serve as Chairmanof the Board, President and Chief Executive Office of the Company for a four (4) year termcommencing on October 29, 2001 and expiring on October 28, 2005. The agreement will beautomatically renewed for successive one-year periods thereafter unless either the Companyor Dr. Stein provide written notice of nonrenewal at least six (6) months in advance ofthe expiration of the then current term of the agreement. Under the agreement, Dr. Steinis paid an annual base salary of $180,000 per year, which base salary is subject to theannual review of the Board of Directors. Dr. Stein is also eligible to earn an annualbonus equal to 5% of the Company’s earnings before interest, taxes, depreciation andamortization, or such higher amount as the Board of Directors may determine.

Dr. Stein’s employment agreement also provides that,in the event Dr. Stein’s employment is terminated by the Company without cause (assuch term is defined in the agreement), Dr. Stein shall be entitled to receive (a) hisbase salary as then in effect for the balance of the then current term of the agreement;(b) his annual bonus for the year in which such termination of his employment waseffected; and (c) an extension of the period for the exercise of stock options granted toDr. Stein for the longer of five years following such termination of employment or anylonger period provided under the applicable plan pursuant to which such stock options weregranted. Under certain circumstances leading to the termination of his employment by theCompany or his resignation occurring either ninety (90) days prior or twenty four (24)months following a change of control of the Company, Dr. Stein shall be entitled to (i)receive four times the average annual base salary and bonus paid to Dr. Stein during eachof the three years prior to the time of termination or resignation; (ii) continuation forforty-eight (48) months of all medical, disability and insurance benefits available to Dr.Stein at the time of termination or resignation, or such shorter period as may be thenprovided company policies or applicable law; (iii) acceleration of vesting of all unvestedstock options; and (iv) extension of the period for the exercise of stock options grantedto Dr. Stein for the longer of five years following such termination or resignation, orany longer period provided under the applicable plan pursuant to which such stock optionswere granted

 
**Item 11. Security Ownership of Certain Beneficial Ownersand Management and Related Stockholder Matters**
The following table sets forth the number of shares ofeach class of equity securities of the Company owned or deemed beneficially owned asdetermined under the rules of the Securities and Exchange Commission, directly orindirectly, by (1) any person (including any "group" as that term defined inSection 13(d)(3) of the Securities Exchange Act of 1934, as amended) who is known to theCompany to be the beneficial owner of more than five percent of the outstanding shares ofvoting securities of the Company, (2) each Director or nominee, (3) the "namedexecutive officers" of the Company (as defined in Item 402(a)(2) of SEC RegulationS-B), and (4) by all Directors and executive officers of the Company and its subsidiaries,as a group. In accordance with Rule 13d-3 under the Securities Exchange Act of 1934, asamended, a person is deemed to be the beneficial owner for purposes of this table of anyshares of stock if he or she has or shares voting power or investment power with respectto any such shares or has the right to acquire beneficial ownership at any time withinsixty days after July 29, 2003. As used herein "voting power" is the power tovote or direct the voting of shares, and "investment power" is the power todispose of or direct the disposition of shares. Except as indicated in the notes followingthe table below, each individual named has sole voting and investment power with respectto the shares of common stock listed as being beneficially owned by such individual.
**Name and    Address of Beneficial Owner (1)**Shares of    Common Stock and Nature of Beneficial Ownership**Percent of    Common Stock**Shares of    Series A Nonvoting Convertible Preferred Stock and Nature of Ownership(2)**Percent of    Preferred Stock
Israel M.    Stein, MD
655,528(3)
32.9%
-
-
Randal J. Kirk
735,977(4)
36.1%
202,665(10)
81.9%
Emile Hugen
27,292(5)
1.4%
-
-
Arthur B. Malman
22,989(6)
1.2%
-
-
Adrian Tennyenhuis
16,979(7)
*
-
-
Larry D. Horner
9,625(8)
*
-
-
Caesar J. Belbel
0
*
-
-
Audrey P. Ho
0
*
18,228
*
Vincent J. Maietta
0
*
-
-
Mark D. Shooman
0
*
-
-
All Directors and Executive    Officers as a group (10 persons)
1,468,267(9)
73.6%
220,893
82.1%
* Indicates less than 1% ownership.
(1)
The address of each of the named directors and        officers is: c/o Novitron International, Inc., One Gateway Center, Suite 411, Newton,        Massachusetts 02458.(2) If the proposal to approve the convertibility of outstanding shares of        the Company’s Series A non-voting convertible preferred stock into shares of the        Company’s common stock is approved by stockholders at the Special Meeting in Lieu of        Annual Meeting of Stockholders to be held on September 25, 2003, each outstanding share of        Series A non-voting convertible preferred stock may be converted into ten shares of common        stock.(3)
Includes 45,418 shares held in joint tenancy with        Dr. Stein's wife as to which Dr. Stein disclaims beneficial ownership. Also includes        89,375 shares issuable upon the exercise of stock options exercisable within 60 days of        July 29, 2003.(4) 
Includes 56,250 shares owned by Kirkfield, LLC,        99,033 shares owned by RJK, LLC,  9,211 shares owned by Zhong Mei, LLC, and 138,342        shares owned by New River Management  II, LP. Mr. Kirk is deemed to have beneficial        ownership of all shares owned by Kirkfield, LLC, RJK, LLC and Zhong Mei, LLC and New River        Management II, LP.(5)
Includes 3,125 shares issuable upon the exercise of        stock options exercisable within 60 days after July 29, 2003.(6)
Includes 10,625 shares issuable upon the exercise of        stock options exercisable within 60 days after July 29, 2003.(7)
Includes 3,225 shares issuable upon the exercise of        stock options exercisable within 60 days after July 29, 2003.(8)
Includes 7,500 shares issuable upon the exercise of        stock options exercisable within 60 days after July 29, 2003.(9)
See footnotes (2), (4), (5) (6) and (7).(10)
Includes 37,716 shares owned by Kirkfield, LLC,        48,085 shares owned by RJK, LLC, 2,388 shares owned by Zhong Mei, LLC, 41,682 shares owned        by New River Management II, LP, and 11,289 shares owned by Third Security Staff 2001 LLC.        Mr. Kirk is deemed to be the beneficial owner of all shares owned by Kirkfield, LLC, RJK,        LLC, Zhong Mei, LLC, New River Management II, LP, and Third Security Staff 2001 LLC.** 

Item 12. Certain Relationships and Related Transactions**
In fiscal year 2000, Landmark Scientific, Inc., of whichRandal J. Kirk, a director of the Company, was the majority shareholder prior to April 29,2003, entered into an exclusive distribution arrangement with Vital Scientific NV, theDutch subsidiary of the Company, for the sale and marketing of certain products of theCompany in the eastern half of the United States. The terms of these distributionarrangements are substantially similar to other distribution arrangements entered into bythe Company from time to time with unrelated parties. For the fiscal year ended March 31,2003, sales to Landmark Scientific amounted to approximately $128,000.

The law firm of Malman and Goldman, LLP, of which ArthurB. Malman, a director of the Company, is a partner, provided legal services to the Companyduring fiscal year 2003. The fees invoiced by Malman and Goldman, LLP amounted toapproximately $55,000.

In addition to the foregoing, please see theCompany’s disclosure under the caption "Recent Developments" in theNovitron 10K-SB, which sets forth information concerning Mr. Kirk’s interests inLandmark Scientific, Inc., and Group Practice Services Incorporated, which were acquiredby merger by the Company on April 29, 2003.
** **
**SIGNATURES**

Pursuant to the requirements of the Securities ExchangeAct of 1934, the Registrant has duly caused this Report to be signed on its behalf by theundersigned, thereunto duly authorized.
NOVITRON INTERNATIONAL, INC./s/Israel M. Stein, M.D.
Date: July 29, 2003 
Israel M. Stein, M.D.    Chairman of the Board, President and Chief Executive Officer    (Principal Executive Officer)
 

Pursuant to the    requirements of the Securities Exchange Act of 1934, this Report has been signed below by    the following persons on behalf of the Registrant in the capacities and on the dates    indicated.

 Date: July 29, 2003 /s/Israel M. Stein, M.D.
Israel M. Stein, M.D.Chairman of the BoardPrincipal Executive OfficerDate: July 29, 2003/s/Mark D. ShoomanMark D. ShoomanSenior Vice President and Chief Financial    Officer(Principal Financial Officer)Date: July 29, 2003 
/s/Larry D. Horner
Larry D. HornerDirectorDate: July 29, 2003/s/Randal J. Kirk
Randal J. KirkDirector Date: July 29, 2003
/s/Arthur B. MalmanArthur B. MalmanDirector
** 
Exhibit Index

**Number Description**
99.1Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**99.2Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** 

 
**CERTIFICATIONS**
I, Israel M. Stein, certify that:
1.I have reviewed this amendment to the Annual Report on Form 10-KSB of    Novitron International, Inc.;2.Based on my knowledge, this annual 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 annual report; 3.Based on my knowledge, the financial statements, and other financial    information included in this annual 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 annual report; 4.The registrant’s other certifying officer and I are responsible    for establishing and maintaining disclosure controls and procedures (as defined in    Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a.   designed such disclosure controls and procedures to        ensure that material information relating to the registrant, including its consolidated        subsidiaries, is made known to us by others within those entities, particularly during the        period in which this annual report is being prepared;

b.    evaluated the effectiveness of the registrant's        disclosure controls and procedures as of a date within 90 days prior to the filing date of        this annual report (the "Evaluation Date"); and

c.   presented in this annual report our conclusions about the        effectiveness of the disclosure controls and procedures based on our evaluation as of the        Evaluation Date;
5.The registrant’s other certifying officer and I have disclosed,    based on our most recent evaluation, 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 in the design or        operation of internal controls which could adversely affect the registrant's ability to        record, process, summarize and report financial data and have identified for the        registrant's auditors any material weaknesses in internal controls; and

b.     any fraud, whether or not material, that        involves management or other employees who have a significant role in the registrant's        internal controls; and
6..The registrant’s other certifying officer and I have indicated in    this annual report whether there were significant changes in internal controls or in other    factors that could significantly affect internal controls subsequent to the date of our    most recent evaluation, including any corrective actions with regard to significant    deficiencies and material weaknesses.
 

 
/s/ Israel M. Stein MD
Date: July 29, 2003
Israel M. Stein MD    President
 

I, Mark D. Shooman, certify that:
1.I have reviewed this amendment to the Annual Report on Form 10-KSB of    Novitron International, Inc.;**2.Based on my knowledge, this annual 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 annual report; **3.Based on my knowledge, the financial statements, and other financial    information included in this annual 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 annual report; **4.The registrant’s other certifying officer and I are responsible    for establishing and maintaining disclosure controls and procedures (as defined in    Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a.   designed such disclosure controls and procedures to        ensure that material information relating to the registrant, including its consolidated        subsidiaries, is made known to us by others within those entities, particularly during the        period in which this annual report is being prepared;

b.    evaluated the effectiveness of the registrant's        disclosure controls and procedures as of a date within 90 days prior to the filing date of        this annual report (the "Evaluation Date"); and

c.   presented in this annual report our conclusions about the        effectiveness of the disclosure controls and procedures based on our evaluation as of the        Evaluation Date;
**5.The registrant’s other certifying officer and I have disclosed,    based on our most recent evaluation, 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 in the design or        operation of internal controls which could adversely affect the registrant's ability to        record, process, summarize and report financial data and have identified for the        registrant's auditors any material weaknesses in internal controls; and

b.     any fraud, whether or not material, that        involves management or other employees who have a significant role in the registrant's        internal controls; and
**6..The registrant’s other certifying officer and I have indicated in    this annual report whether there were significant changes in internal controls or in other    factors that could significantly affect internal controls subsequent to the date of our    most recent evaluation, including any corrective actions with regard to significant    deficiencies and material weaknesses.** 

 /s/ Mark D. Shooman **Date: July 29, 2003Mark D. Shooman    Chief Financial Officer******************************************************************************