U.S. SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                                FORM 10-KSB
     (Mark One)

          X      ANNUAL REPORT PURSUANT  TO  SECTION 13 OR 15(d) OF
                                        THE SECURITIES EXCHANGE ACT OF 1934

                For the fiscal year ended March 31, 1999

                                    OR

      ___       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT  OF  1934

            For the transition period from         to

                       Commission File No.  0-17629

                        ADM TRONICS UNLIMITED, INC.
              (Name of Small Business Issuer in its Charter)

            Delaware                            22-1896032
     (State  or Other Juris-            (I.R.S.  Employer Identifi-
     diction of Incorpora-              cation Number)
     tion or Organization)

            224-S Pegasus Avenue, Northvale, New Jersey   07647
            (Address of Principal Executive Offices)   (Zip Code)

               Issuer's Telephone Number (201)  767-6040


          Securities Registered under Section 12(b) of the Act:

                                  NONE

          Securities Registered under Section 12(g) of the Act:

                     Common Stock, $.0005 par value

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the 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

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form 10-KSB.


State issuer's revenues for its most recent fiscal year

                               $2,139,632

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the
average bid and asked prices of such stock, as of a specified date within the
past 60 days prior to the date of filing:

              Approximately $13,927,567 as of July 6, 1999

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

  47,382,037 shares of Common Stock, $.0005 par value as of July 6, 1999

If the following documents are incorporated by reference, briefly describe
them and identify the Part of the Form 10-KSB (e.g., Part I, Part II, etc.)
into which the document is incorporated:  (1) Any annual report to security
holders; (2) Any proxy or information statement; and (3) Any prospectus filed
pursuant to Rule 424(b) or (c) under the Securities Act of 1933:

                              Not Applicable

Transitional Small Business Disclosure Format (check one):

               YES                      NO   X






Item 1.   Description of Business

     ADM Tronics Unlimited, Inc. (the "Company"), was organized under the
laws of the State of Delaware on November 24, 1969.

Sonotron Technology

     Dr. Alfonso Di Mino, while employed by the Company, conceived and
developed a technique pursuant to which a subject being treated is exposed
to a corona discharge beam generated by combining audio and radio frequency
waves (the "Sonotron Technology").  The Sonotron Technology is the subject
of a United States Patent (the "Di Mino U.S. Patent") granted in 1987 to
Dr. Di Mino entitled, "Corona Discharge Thermotherapy Technique."  Dr. Di
Mino assigned to the Company the Di Mino U.S. Patent without any
consideration therefrom.  There are no arrangements, understandings or
agreements whereby Dr. Di Mino will be provided with any consideration in
the future with respect to the Di Mino U.S. Patent.  Foreign Patent
applications bearing the same title and corresponding to the Di Mino U.S.
Patent have been issued as follows:

          European Patent Office - (United Kingdom, West Germany, France,
     Sweden, Switzerland, Italy and Holland).
     Brazil.
     Japan.

     A United States patent in connection with a product which appears to
be similar to the Company's Sonotron Device was granted to a third party in
early 1994.  Patent counsel to the entity intending to utilize such patent
has rendered a written opinion to the effect that such product does not
infringe a patent held by the Company, and, further that a patent held by
the Company would be found invalid by a court.  Although, based upon the
description of the third party's product in the opinion letter, the
Company's patent counsel disagrees with such conclusion and believes that
the third party's product infringes three patents held by the Company,
there can be no assurance that any patent held by the Company will be
determined by a court to be valid or to be infringed by the third party's
product.  In order for the Company to protect its ability to rely on any
patent protection, the Company must identify, contain and prosecute
infringement by others.  Such efforts generally entail substantial legal
and other costs.  There can be no assurance that under such circumstances
the Company would have the necessary financial resources to fully prosecute
any such infringement.

     The Company has utilized the Sonotron Technology to develop Sonotron
Devices which are designed to treat subjects suffering from the pain of
osteoarthritis and inflammatory joint conditions.

     The Company commissioned the Instrumentation Systems Center of the
University of Wisconsin-Madison (the "ISC") to monitor a study of the
Sonotron Device which are for human application to evaluate its effect on
the knee joint in subjects with osteoarthritis and inflammatory joint
conditions.  The purpose of the study was to gather data to submit to the
United States Food and Drug Administration (the "FDA").  The study was
conducted at five regional centers on 98 human subjects during 1987 and
1988.  Data were analyzed by an analysis on non-parametric measures to
compare the relative responses of the randomly assigned control and treated
subjects.  ISC, in a report dated July 18, 1988, found that two of the ten
data sets showed a high probability that the subjects' assessment of pain
one week after administration was reduced in the treated, relative to the
untreated, subjects.  ISC further found, with respect to two additional
data sets, that certain other data suggested a trend of improvement one
week after administration in the treated, relative to the untreated,
subjects, but with lower probability.  None of the 98 subjects in the study
reported adverse reactions to the administration of the Sonotron Technology
which were deemed significant or long lasting.  Similar results have been
obtained in subsequent studies.

     The Company believes that the Sonotron Technology can be utilized to
reduce lameness in both thoroughbred and standardbred horses.  In this
connection, the Company commissioned the School of Veterinary Medicine of
the University of Wisconsin-Madison (the "SVM") to gather data which would
confirm the effectiveness of the Sonotron Device on horses.  In a report
dated December 10, 1987, the SVM concluded that the evidence from its
experiments indicated  that treatment with a Sonotron Device designed for
veterinary use had a significant effect in reducing the level of lameness
in ponies which had arthritis experimentally induced and as the degree of
arthritic changes increased, the reduction in lameness was more dramatic
and became statistically more significant.  The SVM further found that
there is statistical evidence that the therapy had a beneficial effect on
the level of joint motion in the arthritic ponies and resulted in reduced
joint swelling in ponies with severe arthritis.  A significant reduction
occurred in the degree of joint changes seen radiographically in the ponies
with severe arthritis and in the milder cases of arthritis treated with low
doses of the therapy.  The SVM further reported that there were significant
reductions in the severity of the growth of pathological lesions seen in
ponies with mild arthritis which received low doses of therapy and that a
trend appears to exist toward seeing reduced severity of lesions in ponies
which had a severe degree of arthritis and were treated with a Sonotron
Device designed for veterinary use.  No differences in the degree of
histopathological changes were noted between the treated ponies and the
untreated ponies with mild or severe arthritis.  The SVM did not arrive at
any conclusions with respect to whether treatment with a Sonotron Device
designed for veterinary use has a beneficial effect upon chronic
degenerative joint disease in a horse and whether such treatment will be
effective upon naturally occurring cases of equine degenerative joint
disease.  The Company has conducted tests utilizing  Sonotron Devices
designed for veterinary use on several race horses and has obtained results
substantially as those of SVM.  Significant further testing will be
required to determine whether or not the administration of the Sonotron
Technology to race horses will support the establishment of a viable
market.

     The Company has granted to each of Sonotron Medical Systems, Inc.
("SMI") and VET Sonotron Systems, Inc. ("VET") a royalty-free, worldwide,
exclusive, irrevocable license to the Di Mino U.S. Patent, the foreign
patent applications and the Sonotron Technology.  The license granted to
SMI permits SMI to manufacture, to have manufactured and to sell apparatus
utilizing the Sonotron Technology exclusively in connection with human
medical applications thereof (the "SMI License").  The SMI License provides
that future improvements or discoveries relating to the Sonotron
Technology, if any, which are made by Dr. Di Mino or any other officer or
employee of the Company or any affiliates thereof, whether or not
patentable, and applicable to human medical applications, are to be
included in the SMI License. The license granted to VET is substantially
identical in its terms to that of the SMI License, except that the use of
the Sonotron Technology by VET is limited exclusively to veterinary
applications. SMI and VET are majority owned subsidiaries of the Company.

     The Company acts as a sublicensee of SMI for the purpose of
manufacturing Sonotron Devices.  The Company has agreed to manufacture
Sonotron Devices to be used for human medical applications at the Company's
cost plus ten percent.

     The FDA permits companies to begin to recoup certain expenses by
charging others for use of medical machines, provided that the use of such
machines does not constitute a commercial distribution thereof.
Accordingly, the Company is permitted to maintain a clinic and treatment
center utilizing Sonotron Devices, but may not advertise or otherwise
promote Sonotron Devices as being safe and effective for their intended
use.  In order to generate revenues from the Sonotron Devices and to gather
information in support of  PMA, should it become necessary, in April 1989
the Company opened a clinic for the treatment of pain.  The clinic
consisted of approximately 1,200 square feet of space in the Company's
premises in Northvale, New Jersey.  The Company's clinic did not realize
any significant revenues and was closed in 1991. Three additional clinics
have been opened beginning in 1992, none of which has produced any
significant revenues.

     In 1991, SMI appointed a Canadian company as its sole and exclusive
distributor in Canada of the Sonotron Devices.  Because the Canadian
company was unable to obtain approval of the Quebec Association of
Physicians and Surgeons in order for Sonotron Devices to be utilized in
Quebec for the treatment of pain and decreased function associated with
inflammatory diseases prior to a mutually agreed upon date, the
Distribution Agreement between SMI and such company terminated.

     In 1991 SMI entered into an agreement with Arthronix, Inc.
("Arthronix") which, as subsequently amended, provided that Arthronix shall
become the sole and exclusive distributor of Sonotron Devices in
substantially all of the United States and all other countries exclusive of
Austria, Canada, Germany and Switzerland for a maximum period of 19 years
(the "Arthronix Distribution Agreement"). The exclusive distributorship
with respect to the United States was not to commence unless the FDA
granted PMA with respect to the Sonotron Devices or the Sonotron Devices
could be marketed pursuant to a Premarket Notification, and the obligation
of Arthronix under the Arthronix Distribution Agreement with respect to
Sonotron Devices to be used in the United States was subject to the
occurrence of either of such events. As a result of the settlement of
litigation between SMI and Arthronix, the Arthronix Distribution Agreement
was canceled in November 1993.

     In August 1993 the Company entered into an agreement (the "1993
Distribution Agreement") with Arthronix and a Japanese corporation (the
"Japanese Distributor") pursuant to which, on behalf of the Company,
Arthronix granted the Japanese Distributor the exclusive right to sell and
distribute the Sonotron Device within Japan for a one year period. The
Japanese Distributor has represented to SMI that the Japanese Distributor
has received all necessary government approvals to import, sell, distribute
and use the Sonotron Device in Japan.  Arthronix has received a commission
in connection with the sales to the Japanese Distributor. The 1993
Distribution Agreement terminated in accordance with its terms in August
1994. In June 1995, the Company appointed the Japanese Distributor as the
exclusive distributor of Sonotron Devices in Japan, Singapore and Malaysia.
The Japanese Distributor has advised the Company that it will not
distribute or purchase  Sonotron Devices during the pendency pending the
resolution of certain arbitration involving it and the Company. Reference
is made to the responses to Item 3 and 6 hereof.

     Reference is made to Note 7  of Notes to Consolidated Financial
Statements.

     Subsequent to the termination of the Arthronix Distribution Agreement,
SMI has sold additional Sonotron Devices in Belgium, Brazil, Chile, France,
Germany, Israel, Italy, Lebanon, Mexico and South Africa. Unlike the sales
to the Japanese Distributor, the Sonotron Devices delivered to the
purchasers in the foregoing countries included a limited number of dosages
("Treatment Units") which are refilled by means of a telephone connection.
Any additional Treatment Units will be sold by SMI.

     In 1992, SMI granted to Advent Medical Technology, Inc. ("AMT") the
exclusive right to manage clinics in certain counties in Florida which, if
opened, would utilize Sonotron Devices for human medical purposes. At such
time, if any, that the United States Food and Drug Administration permits
marketing of Sonotron Devices, AMT would have the right to purchase any
such clinics from SMI and to be the exclusive distributor of Sonotron
Devices within the eight counties. At the same time, VET granted to AMT the
exclusive right to use, distribute or sublicense the use of Sonotron
Devices designed for veterinary use solely for veterinary use in Florida.
The response to Item 5 of the Company's Current Report on Form 8-K dated
June 9, 1992 is hereby incorporated by reference.  The Company does not
believe that AMT has sufficient resources to manage any clinics. There can
be no assurance that any such clinics which the Company may open will be
successful or that the results of the treatment of human subjects with the
Sonotron Devices will be favorable or will support the Company's
application for PMA.

     The Company intends to use data obtained from clinics utilizing the
Sonotron Device as well as additional data it may obtain from others in the
Company's application in support of PMA, if filed, at the time it is filed
with the FDA.  There can be no assurance that the Company will obtain
sufficient data in the foreseeable future, if at all, to file a an
application for PMA or that any data theretofore or thereafter obtained by
the Company will be satisfactory or will be sufficient to support the
Company's application for PMA.  The Company does not intend to make any
material changes to the Sonotron Devices nor have any such changes been
made since the completion of the research and development.  In the event
that Sonotron Devices cannot be marketed pursuant to a Premarket
Notification and the data obtained by the Company are not favorable or, for
any other reason, the Company's application for PMA is not filed or, if
filed, is not approved by the FDA, neither the Company nor SMI will be able
to market the Sonotron Devices in the United States to others in connection
with human applications, other than for research purposes. Under such
circumstances, it is probable that the Sonotron Devices will not be able to
be marketed with respect to human applications thereof in many foreign
countries.

     During the Company's fiscal years ended March 31, 1998 and 1999, other
than the regular compensation paid by the Company to its executive
officers, the Company did not spend any appreciable amounts on testing,
application, clinical studies and some company-sponsored research and
development activities in connection with the Sonotron Technology and other
activities determined in accordance with generally accepted accounting
principles. During each of such years no material amounts were spent on
customer-sponsored research and development activities relating to the
development of new products, services or techniques or the improvement of
any of the foregoing.

     Dr. Di Mino has developed a device which utilizes the Sonotron
Technology to non-invasively treat neural-cerebral conditions (the "NCCD
Device").  The NCCD Device is a non-invasive electronic therapy device
which is designed to emit certain radio and audio waves at prescribed power
outputs to a patient's brain and spinal cord.  The NCCD Device is in the
prototype stage.  Limited initial preliminary tests on human subjects on a
non-controlled basis appear to indicate that treatment with the NCCD Device
has a beneficial effect on the symptoms related to certain neural-cerebral
disorders. The results ranged from minor improvement in certain limited
symptoms to dramatic overall improvements. Based upon such results, subject
to obtaining sufficient capital, the Company intends to conduct extensive
controlled clinical studies of the NCCD Device. Testing involves applying
radio and audio waves to the patients' spinal cords and cerebrum on a
weekly basis for several weeks to small groups of patients having cerebral
palsy, multiple sclerosis and Parkinson's Disease.

     In order to commercially exploit the NCCD Device, the Company must
successfully conduct significant engineering and design work.  Such work
includes the design and manufacture of a pre-production model and the
production of approximately 40 similar units for use in the proposed
clinical studies.  If the clinical studies establish the efficacy of the
NCCD Device, the Company intends to seek FDA approval of the NCCD Device.
The Company also plans to file applications for certain foreign and
domestic patents in connection with the NCCD Device. There can be no
assurance that any clinical studies of the NCCD Device will yield
successful results or that FDA approval will be obtained. The Company
believes that the cost of clinical studies and the engineering and design
work will be approximately $2,000,000 and the completion of such studies
will occur not earlier than December 31, 2000, if at all. Because the
company does not presently have sufficient funds to complete such tests and
studies, the Company has sought and will continue to seek financing for
such purposes. There can be no assurance that the Company will be able to
obtain such financing on terms not unfavorable to the Company, if at all.

     During the fiscal year ended March 31, 1999, no customer  accounted
for more than 10% of the Company's sales of Sonotron Devices. The
termination of business relations with any of the Company's significant
customers would have a material adverse effect on the Company's business
and the financial condition of the Company.

     As of March 31, 1999, the dollar amount of backlog orders for Sonotron
Devices was not material.

Chemical Products for Industrial Use

     The Company develops, manufactures and sells chemical products to
industrial users.  Such products consist primarily of the following:

        1.   Water based primers and adhesives;
        2.   Water based coatings and resins for the printing and packaging
             industry;
        3.   Water based chemical additives; and
        4.   Cosmetic, medical and related adhesives and formulations.

     Water based primers and adhesives are chemical compounds used to bind
different plastic films.  Examples are the binding of polyethylene to
polyester, nylon, vinyl and cellophane. The Company's products are similar
in function to solvent based primers that are widely used to bind plastic
film, papers and foils.  Solvent based systems have come under criticism
since they have been found to be highly pollutant, dangerous to health and
generally caustic in nature.  Based upon the Company's experience since
1969, including information furnished to the Company by certain of its
customers, the Company believes that water based systems have no known
polluting effects and pose no known health hazards.  There can, of course,
be no assurance that any governmental restrictions will not be imposed on
the Company's water based products or that such products will be accepted
as replacements for solvent based products.

     Coatings and resins for the printing industry are used to impart
properties to the printed substrate.  The Company's products can be used to
coat printed material for glossy or aesthetic appeal to make such material
virtually impervious to certain types of grease and to impart other
characteristics required or desired for various products and
specifications.

     The Company has introduced a new coating technology for the paper
industry designed for use in the manufacture of recyclable paper packaging.
The resin technology, trademarked Aqualene, consists of a series of
environmentally safe, water-based coatings which can replace polyethylene
in numerous packaging structures.  Polyethylene is used extensively in
paper packaging as a water and grease resistant layer and for sealing
purposes.  Although necessary for paper to be used in most packaging
applications, polyethylene is non-recyclable when combined with paper.
Therefore, polyethylene-coated paper must either be incinerated or buried
in landfills.  The Company's coating technology has the properties of
polyethylene but breaks down in standard repulping equipment. Accordingly,
Aqualene coated paper packages can be recycled into new paper products. The
potential uses for Aqualene-coated paper include fast food warps, folding
cartons, pouch packaging, disposable cups and plates, ream wraps, bakery
trays and many other applications.  The Company has supplied  trial samples
of Aqualene to companies believed to be interested in exploring the
possibility of eliminating polyethylene in their operations and producing
recyclable paper stock.  The Company has not received any significant
orders for Aqualene and there can be no assurance that Aqualene will be
commercially accepted.

     Certain of the Company's chemical additives are used to impart
properties to inks and other chemical products used in the food packaging
and printing industries.  These additives are used for their ability to
improve the performance of such products.

     During the Company's fiscal years ended March 31, 1999, 1998 and 1997,
sales of chemical based products accounted for approximately 45%, 64% and
46% of operating revenues, respectively. No contract exists with any of the
Company's customers which would obligate a customer to continue to purchase
products from the Company.

     During the fiscal year ended March 31, 1999, no customer accounted for
more than 10% of the Company's net sales of chemical products. The
termination of business relations with any of the Company's significant
customers would have a material adverse effect on the Company's business
and the financial condition of the Company.

     The Company purchases the raw materials used in the manufacture of its
chemical products from numerous sources.  The Company believes that all
necessary raw materials for its chemical products are readily available and
will continue to be so in the foreseeable future.  The Company has never
had, nor does it anticipate experiencing, any shortages of such materials.
The raw materials consist primarily of water, resins, elastomers and
catalysts.

     The Company generally maintains sufficient quantities of inventories
of its chemical products to meet customer demands.  When orders are
received by the Company for its chemical products, the Company's customers
require immediate shipment thereof.  Accordingly, in order to satisfy its
customers' needs, the Company has maintained an inventory ranging, in
dollar amounts, from 15% to 30% of sales of chemical products in the form
of either raw materials or finished goods.

     A majority of the Company's sales are distributed to customers
directly from the Company's location. Customers place purchase orders with
the Company and products are then shipped via common carrier truck delivery
on an "FOB shipping point" basis.  A portion of the sales are accomplished
through distributors who place purchase orders with the Company for certain
quantities of the Company's chemical products which are shipped by common
carrier to their respective warehouses.  These stocking distributors then
ship product to the ultimate customer via common carrier from their
inventory of the Company's products.

     None of the Company's chemical products is protected by patents,
although the names of some of such products have been protected by
trademarks.  The Company does not believe that any such trademarks are
material to its business.

     As of March 31, 1999, the dollar amount of backlog orders for the
Company's chemical products believed by the Company to be firm, was not
material.

     During the Company's fiscal years ended March 31, 1999 and 1998, the
Company made no material expenditures with respect to company-sponsored
research and development activities relating to its chemical business as
determined in accordance with generally accepted accounting principles
other than a portion of the regular salaries of its executive officers
which may be allocated thereto.  During such fiscal years the Company did
not expend any funds on customer-sponsored research and development
activities with respect thereto.

Aurex-3

     Dr. Di Mino has developed an electronic device (the "Aurex-3") for the
treatment of Tinnitus. Tinnitus is a human medical condition which
manifests itself in a constant and annoying ringing in the ears. The Aurex-
3 uses a probe that transmits a vibratory and audio signal. In February
1997, Dr. Di Mino filed a patent application for a United States patent
with respect to the Tinnitus Device. Dr. Di Mino has advised the Company
that any patents issued to him in connection with the Tinnitus Device will
be assigned to the Company. Although significant testing of the Aurex-3 has
not been conducted, pre-production and production prototypes have been
built and testing and marketing strategies have been developed.  In May
1998, a Premarket Notification was filed by the Company with the FDA.  In
August 1998, the United States Patent Office issued a patent with respect
to the Aurex-3 and the FDA notified the Company that the Premarket
Notification was accepted.  Accordingly, the  Company may market the
product in the United States for its intended indication.  Since August
1998  the Company has been finalizing manufacturing plans for the Aurex-3.
In July 1999 the Company began taking advance orders for Aurex-3 units from
distributors and patients with expected delivery of units by August 1999.
There can be no assurance that the Company will receive significant orders
for the Aurex-3 or that the Company will be able to manufacture the Aurex-3
in sufficient quantities.

Contract Manufacturing

     Precision Assembly Corporation, a wholly-owned subsidiary of the
Company ("PAC"), is a contract manufacturer of medical and electromedical
devices.  PAC's operations consist primarily of manufacturing such devices
for unaffiliated third parties pursuant to plans and specifications
furnished to PAC by such parties.  Accordingly, PAC has no proprietary
interest in such devices.

     PAC was acquired by the Company in December of 1997.  During the
twelve months ended March 31, 1999, one customer accounted for
approximately 65% of PAC's sales.  The termination of business relations
with such customer would have a material adverse effect on the Company's
results of operations.

SofPulse Device

     On May 27, 1998, the Company entered into an Asset Purchase Agreement
(the "Agreement") with Electropharmacology, Inc. ("EPI") pursuant to which
the Company  purchased certain assets utilized by EPI in connection with
EPI's SofPulse electromagnetic stimulation device marketed under the name
MRT-SofPulse or SofPulse for use in treating pain and edema in
post-operative soft tissue injuries (the "SofPulse Device").  The SofPulse
Device was cleared for commercial marketing in January 1991 by the FDA
pursuant to a Premarket Notification.  The response to Item 5 of the
Company's Current Report on Form 8-K dated May 27, 1998 is hereby
incorporated by reference.

     The SofPulse Device broadcasts pulsed electromagnetic signals in the
radio frequency range of 27.12 Mhz and is marketed as an adjunct in the
palliative treatment of pain and edema associated with various medical
conditions that involve superficial soft tissue injury. The SofPulse Device
is an easy to operate, non-invasive device that broadcasts signals which
can be administered through clothing, casts and dressings. As a result, The
SofPulse Device can be conveniently used immediately following trauma or
surgery. To date, The SofPulse Device has been used by clinicians on
medical conditions such as acute or chronic (non-healing or recalcitrant)
skin ulcers, edema and pain resulting from trauma of hand and ankle, pain
associated with sprains of the lower back, and pain and edema following
reconstructive and plastic surgery.

     EPI's principal sources of revenue from the SofPulse Device had been
rental fees charged to nursing homes and hospitals and sales to certain
distributors and cosmetic surgeons. Only limited revenue from sales and
rentals of the The SofPulse Device have been generated which has achieved
only limited market acceptance. As of July 8, 1998, EPI had placed SofPulse
Devices under rental agreements at nursing homes. In 1997, EPI sold 79 new
and refurbished SofPulse Devices and had varying numbers of SofPulse
Devices on rental at different times of the year. The Company's management
believes that the SofPulse Device can be marketed to cosmetic surgeons,
sports team trainers and physicians, pain clinics, physical rehabilitation
centers and distributors or medical equipment rental companies who serve
the home care market for the recovery of post-operative ambulatory
patients. Expanding market penetration for the the SofPulse Device is
expected to require increased marketing efforts and cost-effective
manufacturing in compliance with the current Good Manufacturing Practice
("CGMP") guidelines for the domestic market and additional regulations
(such as ISO-9000 and CE-Mark) for international markets.

     EPI commenced production and marketing of the current SofPulse Model
912 in October 1993 replacing previous models designated 911 and MRT100.
Since receiving the right to commercialize its device, EPI continued to
improve certain features related to the reliability, safety and ease of use
of its product including (i) design improvements that require less power to
generate the intended electromagnetic field; (ii) reduction of weight of
the Generator; and (iii) reduction of magnetic interference.  EPI has
received certification from the Canadian Standards Association (CSA) to
market the SofPulse Device in Canada, and the Underwriter Laboratories,
Inc. certification in the U.S.

     EPI's principal sources of revenue with respect to the SofPulse Device
were from  rental fees charged to nursing homes for use of the SofPulse
Device and sale of the SofPulse Device to certain distributors and
surgeons.  Pricing and marketing strategies are market dependent and affect
both rentals and sales. EPI's pricing policy for rental rates and sales
prices were based on several factors that include reimbursement by third
party payors and private health care insurers, domestic and international
market variations, and discounts based on volume. Rental fees are invoiced
by the Company based on the number of hours of use of the SofPulse Device
on a monthly basis at a rate agreed upon in rental agreements with the
customers that are generally on a month-to-month basis. In a certain number
of cases, the customer pays a flat monthly fee, with no written rental
agreement, regardless of the extent of use. The SofPulse Model 912 carries
a list price of $27,500 for an individual unit sale and the hourly rental
fee for the SofPulse Device is between $30 to $36. The Company has offered
discounts to customers on a case by case basis, for example, in cases where
a distributor or a customer orders multiple SofPulse Devices. The Company
has engaged independent sales representatives and independent distributor
groups in certain regions in the U.S. for marketing the SofPulse Device.
Sales representatives and distributors have been paid on a commission basis
(generally 20% of the revenue attributable to the SofPulse revenue) and
have been generally responsible in their respective geographic markets for
identifying, placing and promoting the utilization of the SofPulse Devices
in nursing homes and hospitals, and with physicians and other health care
providers. The independent sales representatives and distributors represent
and deal in various medical product lines.  The Company markets the
SofPulse Device in generally the same manner as was utilized by EPI.

     In May 1997, EPI entered into a strategic alliance agreement with
National Patient Care Systems ("NPCS") of New Jersey (the "Strategic
Alliance Agreement") whereby NPCS acquired control of EPI's then existing
fleet of SofPulse Devices comprising about 540 units and the SofPulse
rental business from EPI as well as certain rights to market SofPulse
Device in selected clinical indications in the United States. Pursuant to
the agreement, NPCS was to make certain monthly payments to EPI, be
responsible for sales and marketing expenses relating to SofPulse rental,
purchase a certain minimum number of new SofPulse Devices every month from
EPI and pay certain royalties based on SofPulse rental revenues generated
by NPCS. The Strategic Alliance Agreement was terminated in July 1997 as a
consequence of the issuance by the Health Care Financing Administration
("HCFA") of a national policy of non-reimbursement by Medicare for all
forms of electrotherapy for wound healing.

     EPI's rental revenues were materially adversely affected as a
consequence of the HCFA policy. HCFA was enjoined from implementing this
national policy under a ruling by a U.S. District Court in Massachusetts on
November 18, 1997. Although the preliminary injunction reduced the rate of
decline in EPI's rental revenue, no significant increase in rental usage of
SofPulse by nursing homes has been experienced subsequent thereto. The
company believes that such injunction is still in effect.  Upon
reacquisition of the fleet of SofPulse Devices and all rights granted to
NPCS under the agreement, EPI  initiated an effort to sell SofPulse
Devices, especially refurbished SofPulse Devices that were no longer
generating rental revenues, to surgeons and to nursing homes in order to
generate revenues without increasing internal sales and marketing expenses.
EPI sold 55 such refurbished units at an average price of about $7,000 per
unit most of which were sold during the third and the fourth quarters of
1997. EPI's recent strategy has been and the Company intends to market the
SofPulse Device to nursing homes and hospitals where substantial numbers of
patients may benefit from the SofPulse treatment, to the home health care
market where patients may continue the SofPulse treatment after being
released from hospitals, and to surgeons in several subspecialties
(maxillofacial, aesthetic, emergency and reconstructive) where the SofPulse
Device may help in treating edema or pain and help patients to recover.

     The Company has entered into a distribution agreement with Mediq/PRN
to  initiate a home rental program for post-operative patients that have
undergone a plastic or cosmetic surgery procedure.  The agreement requires
Mediq to maintain an inventory of Sofpulse units, which have been provided
by and remain the property of the Company, at its 98 offices across the
country.  Mediq is responsible for delivering and picking up the units from
patients and invoicing and collecting rental fees.  The Company is
responsible for providing the units to Mediq and providing technical
support and clinical information.  The agreement provides that the Company
will receive 55% of   rental revenues and Mediq will retain 45%.  To assist
in marketing the home renatl program to plastic surgeons, the Company has
entered into a marketing agreement with Byron Medical of Arizona.  Byron is
responsible for promoting the use of the Sofpulse to plastic and cosmetic
surgeons throughout the United States by direct mail, trade shows and
telemarketing.by The Company has agreed to pay Byron a commission of 7.5%
of rental revenues received from leads generated by Byron.

Needle Eater

     In May 1999 the Company acquired certain assets related to the Needle-
Eater, a patented device used to safely dispose of used or contaminated
syringes and other medical sharps.  The Company acquired the worldwide
rights to the patent covering the technology in the Needle-Eater product;
an inventory of finished units and parts; the rights to trademarks; and,
information needed to assist it in manufacturing the units.  The Company
paid $14,206 to the previous owner of the Needle-Eater, and issued options
to purchase an aggregate of 500,000 shares of the Company's common stock at
an exercise price of $.625 per share, 200,000 of which expire in one year
and the balance expiring in two years.  The Company has agreed to pay a
consulting fee of $750 per month for 24 months and a royalty of 5% on gross
sales of Needle-Eater products for the life of the patent as well as
certain other compensation.  Reference is made to Note 11 of Notes to
Consolidated Financial Statements.

Other Products

     The Company has developed several cosmetic and pharmaceutical
products.  The Company has not realized any significant revenues from such
products and there can be no assurance that any such products will account
for significant revenues or any profits in the future.

     Although the Company believes that its proposed products can be
successfully marketed for over-the-counter use through one or more entities
representing numerous retail pharmacies and otherwise, there can be no
assurance that sales of such products will be material or that the Company
will be able to derive any profits therefrom.

Competition

     The manufacture, distribution and sale of medical devices and
equipment designed to relieve the suffering of pain in subjects having
osteoarthritis is highly competitive and substantially all of the Company's
competitors possess greater experience, financial resources, operating
history and marketing capabilities than does the Company.

     The Company's chemical and contract manufacturing businesses are
highly competitive and substantially all of the Company's competitors
possess greater experience, financial resources, operating history and
marketing capabilities than does the Company.  The Company does not believe
that there are one or more dominant competitors in such industry.  There
can be no assurance that the Company will be able to effectively compete
with any or all of its competitors on the basis of price, service or
otherwise.

     Although the company is not aware of any other products presently
being marketed that is substantially equivalent to the Sonotron Device, the
Company competes with numerous other concerns that market devices that are
utilized for the same or similar purposes.

     Diapulse Corporation of America, Inc. manufactures and markets devices
that are substantially equivalent to the SofPulse Device. A number of other
manufacturers, both domestic and foreign, and distributors market shortwave
diathermy devices that produce deep tissue heat and that may be used for
the treatment of certain of the medical conditions in which the SofPulse
Device is also indicated. . The SofPulse also faces competition from other
forms of treatment such as hyperbaric oxygen chambers, thermal therapies
and hydrotherapy. Other companies with substantially larger expertise and
resources than that available to the Company may develop or market new
products that directly market the SofPulse. In addition, other forms of
treatment that compete with SofPulse treatment may achieve rapid acceptance
in the medical community.

     Several other companies manufacture medical devices based on the
principle of electromagnetic field technologies for applications in bone
healing and spinal fusion, and may adapt their technologies or products to
compete directly with the SofPulse. These companies include Orthologic
Corp., Electro-Biology, Inc., a subsidiary of Biomet, Inc., Orthofix, Ltd.,
and Biomagnetics, Inc. The Company is also aware of other companies that
manufacture and market thermal devices in the same target markets as the
Company. Certain of these companies have significant product sales and have
greater financial, technical, personnel and other resources than the
Company. Also, universities and research organizations may actively engage
in research and development to develop technologies or products that will
compete with the SofPulse.

     The medical products market is characterized by rapidly changing
technology that may result in product obsolescence or short product life
cycles. The Company's ability to compete will be dependent on the Company's
ability to continually enhance and improve its products and to develop
successfully or acquire and market new products. The technologies that are
expected to be acquired by the Company pursuant to the proposed
transactions with the development stage biotechnology companies and the
products or services resulting therefrom are subject to additional
competition from pharmaceutical and biotechnology companies with
substantially greater resources and expertise compared to the Company.
There can be no assurance that the Company will be able to compete
successfully, that competitors will not develop technologies or products
that render the Company's products obsolete or less marketable or that the
Company will be able to enhance successfully its existing products or
develop or acquire new products. furthermore, there can be no assurance
that other technologies or products that are functionally similar to those
of the Company are not currently under development.

     The Company is not a significant factor with respect to the any of the
industries in which it is engaged.

Government Regulation

     In March 1989, in response to a Premarket Notification filed by the
Company with the FDA, the FDA notified the Company that the Sonotron
Device, under the FDA's standards, is not substantially equivalent to
certain medical devices marketed in interstate commerce prior to May 28,
1976. In March 1991, a further Premarket Notification was filed with the
FDA on behalf of the Company with respect to the then current model of the
Sonotron Device which Notification was subsequently voluntarily withdrawn
by the Company. The FDA advised the Company that its determination with
respect to the initial Premarket Notification was based upon (a) the new
intended use of applying superficial heat at non-therapeutic temperatures
for the treatment of osteoarthritis, and (b) new types of safety and
effectiveness questions that are raised by the new technological
characteristics of the Sonotron Devices when compared to certain devices
marketed before May 28, 1976. In February 1998, the Company filed a new
Premarket Notification accompanied by additional data.  In the event that
Sonotron Devices cannot be marketed pursuant to a Premarket Notification,
before  Sonotron Devices can be marketed in the United States, the Company
will be required to obtain Premarket Approval (a "PMA") from the FDA before
the Sonotron Devices can be marketed in the United States for commercial
distribution in connection with human applications. There can be no
assurance that any approval can be obtained from the FDA in the foreseeable
future, if at all.

     The process of submitting a satisfactory PMA  is significantly more
expensive, complex and time consuming than the process of establishing
"substantial equivalence" to a device marketed prior to 1976 pursuant to a
Premarket Notification, and requires extensive research and clinical
studies. Randomized, placebo-controlled, double-blind clinical studies may
have to be performed under a clinical protocol with assurance of adherence
to the protocol, informed consent from subjects enrolled in the study,
approval of the Institutional Review Board at each of the centers where the
study is being conducted, maintenance of required documentation, proper
monitoring and recording of all data, and sufficient statistical evaluation
to determine if the results of the treatment with the device are
statistically significant in improving patient outcome compared to the
patients who did not receive the treatment. Upon completion of these tasks,
an applicant is required to assemble and submit to the FDA all relevant
clinical, animal testing, manufacturing, laboratory specifications, and
other information.  The submission is reviewed at the FDA, which determines
whether or not to accept the application for filing.  If accepted for filing,
the application is further reviewed by the FDA and subsequently may be reviewed
by an FDA scientific advisory panel comprised of physicians, statisticians and
other qualified personnel. a public meeting may be held before the advisory
panel in which the PMA application is reviewed and discussed.  Upon completion
of such process, the advisory panel issues a favorable or unfavorable
recommendation to the FDA or recommends approval with conditions.  The FDA is
not bound by the opinion of the advisory panel.  The FDA may conduct an
inspection to determine whether the Company conforms with CGMP guidelines.
If the FDA's evaluation is favorable, the FDA will subsequently publish a letter
a approving the PMA application for the device for a mutually agreed upon
indication of use.  Interested parties can file comments on the order and seek
further FDA review.  The PMA process may take several years and no assurance
can be given concerning the ultimate outcome of PMA applications submitted by
an applicant.

The Company has been regietered by the FDA as a Registered Medical Device
Establishment.  Such registration is renewable annually and although the
company does not believe that the registration will not be renewed annually
by the FDA, there can be no assurance of such renewal.  Any failure to obtain
an annual renewal could be expected to have a material adverse effect on the
Company.

In January 1991, the FDA advised EPI of its determination to treat the MRT 100,
the first model of the Sofpulse, as a class III device.  The FDA retains the
right to require the manufacturers of certain class III medical devices to
submit a PMA in order to sell such devices or to promote such devices for
specific indications.  Neither the Company, nor to the Company's knowledge,
EPI, has been asked by the FDA to seek PMA for Sofpulse; however, there can
be no assurance that the Company will not be required to do so and that, if
required, the Company will be able to comply with such requirement for Sofpulse.

In the event the Company proposes to market new medical devices, if developed
or acquired, or adapt its current products for new use, the FDA may require the
Company to comply with Premarket Notification or PMA requirements to establish
independently that a device is safe and effective for its intended use.

After regulatory approvals are obtained, a marketed product and its manufacturer
are subject to continuing regulatory regulations and review suc as CGMP
regulations and periodic compliance inspections by the FDA and state agencies.
The Company may become subject to pre-approval inspections by the FDA prior to
commercial manufacture of future products.  Under CGMP regulations, the Company
is subject to certain procedural and documentation requirements with respect to
manufacturing and control activities.  The Company's suppliers may be subject to
periodic inspections by the FDA, as well as by state and foreign regulatory
authorities.  The Company believes its suppliers and manufacturer are in
compliance in all material respects with all applicable local, state and federal
regulations.  Failure to comply with CGMP regulations, or to satisfy FDA
regulations or inspections, could subject the Company to civil remedies,
including fines, injunctions, recalls or seizures, as well as potential
sanctions, which could have a material adverse effect on the Company.

The Company is also subject to various FDA regulations which govern or
influence the research, testing, manufacture, safety, labeling, storage, record
keeping, advertising and promotion of medical products.

Sales of medical products outside the United States are subject to foreign
regulatory requirements that vary widely from country to country.  There can
be no assurance that the Company will be successful in maintaining necessary
approvals to market the Sonotron devices, or obtaining such approval for
additional products that may be developed or acquired by the Company, in
foreign markets.

Third Party Reimbursement

In the United States, healthcare providers, such as hospitals and physicians,
that purchase or lease medical devices, generally rely on third-party payors,
principally medicare, medicaid and private health insurance plans, including
health maintenance organizations, to reimburse all or part of the cost of the
treatment for which the medical device is being used.  Successful
commercialization of the Company's products will depend in part upon the
availability of reimbursement for the cost of the
treatment from third party health care payors such as Medicare, Medicaid
and private health insurance plans, including health maintenance
organizations. Such third party payors have increasingly challenged the
price of medical products and services, which has and could continue to
have a significant effect on the purchasing patterns of many health care
providers. Several proposals have been made by federal and state government
officials that may lead to health care reforms, including a government
directed national health care system and health care cost-containment
measures. The effect of changes in the health care system or method of
reimbursement for the SofPulse Device or any other medical device which may
be marketed by the Company in the United States cannot be determined by the
Company.

     While third party payors generally make their own decisions regarding
which medical procedures and services to cover, Medicaid and other third
party payors may apply standards similar to Medicare's in determining
whether to provide coverage for a particular procedure or service. The
Medicare statute prohibits payment for any medical procedures or services
that are not reasonable and necessary for the diagnosis or treatment of
illness or injury. The HCFA, an agency within the Department of Health and
Human Services that is responsible for administering the Medicare program,
has interpreted this provision to prohibit Medicare coverage of procedures
that, among other things, are not deemed safe and effective treatments for
the conditions for which they are being used, or which are still
investigational. In July 1997, HCFA issued a memorandum implementing a
national policy of non-reimbursement by Medicare for the use of any form of
electrotherapy in wound healing. The SofPulse Device is included broadly in
the category of products classified as electrotherapy products and although
the SofPulse may not be promoted by the Company for wound healing, a number
of clinicians at nursing homes have used it to treat edema and pain
surrounding wounds.  Although a United States District Court enjoined HCFA
in November, 1997, from implementing this national policy and HCFA notified
the fiscal intermediaries in February of 1998 not to abide by the July 1997
national policy memorandum, EPI did not realize an appreciable increase in
its rental revenues subsequent to these events. Recently, Medicare
reimbursement became subject to a prospective payment system that would
reimburse products that reduce the cost of patient care in specific medical
conditions. This reimbursement system generally requires the demonstration
that any such product actually reduces the cost of patient care in order
for continued reimbursement by Medicare in the future. There is no
assurance that the Company will be able to demonstrate such cost reduction
that is expected to result from the use of SofPulse Devices or any other
product.

     The Company is unable to predict what additional legislation or
regulations, if any, may be enacted or adopted in the future relating to
the reimbursement for SofPulse Devices or other products, including third
party coverage and reimbursement, or what effect any such legislation or
regulations may have on the Company. Further, significant uncertainty
exists as to the reimbursement status of newly approved health care
products, and there can be no assurance that adequate third-party coverage
will be available with respect to any of the Company's products in the
future. Failure by physicians, hospitals, nursing homes and other users of
the Company's products to obtain sufficient reimbursement for treatments
using the Company's products will have a material adverse effect on the
Company.

Insurance

     The Company may be exposed to potential product liability claims by
patients who use the Company's products. Therefore, the Company maintains a
general liability insurance policy, which includes aggregate product
liability coverage of $2,000,000. The Company believes that its present
insurance coverage is adequate for the types of products currently
marketed. There can be no assurance, however, that such insurance will be
sufficient to cover potential claims or that the present level of coverage
will be available in the future at a reasonable cost.

Personnel

     On July 6, 1999, the Company employed 21 persons, three of which are
executive officers of the Company.  Six employees were employed by the
Company on a part-time basis.

              SAFE HARBOR STATEMENT PURSUANT TO SECTION 21E
                 OF THE SECURITIES EXCHANGE ACT OF 1934

     Certain statements contained in the responses to Item 1 and Item 6 of
this Annual Report such as statements concerning the Company's future
capital requirements, the Company's ability to obtain the requisite
information for filings with the FDA, the Company's ability to comply with
the requirements of the FDA and other authorities and other statements
contained herein regarding matters that are not historical facts are
forward looking statements; actual results may differ materially from those
projected in the forward looking statements, which statements involve risks
and uncertainties, including but not limited to, the following: the
Company's ability to obtain future financing; the uncertainties relating to
the Company's products; and market conditions and other factors relating to
the Company's business. Investors are also directed to the other risks
discussed herein and in other documents filed by the Company with the
Securities and Exchange Commission.

Item 2.   Properties

     The Company leases approximately 16,000 square feet of combined office
and warehouse space from an unaffiliated third party.   PAC leases
approximately 8,500 square feet from an unaffiliated third party. The
leases expire in June, 2008 and February 2004, respectively.

Item 3.   Legal Proceedings

     There are no material pending or threatened legal proceedings to which
the Company or any of its subsidiaries is a party or of which any of their
property is the subject or to the knowledge of the Company, any proceedings
contemplated by governmental authorities.  Reference is made to Note 7 of
Notes to Consolidated Financial Statements.

Item 4.   Submission of Matters to a Vote of Security Holders

          Not applicable.
                                  PART II

Item 5. Market for Common Equity and Related Stockholder Matters

     I.   (a)  Market Information

          (1)  The Company's Common Stock is principally traded in the
over-the-counter market.  The following table sets forth the approximate
range of high and low bid prices for the Company's Common Stock for the
Company's fiscal quarters indicated in which such stock was regularly
quoted. Prior to December 16, 1998, the Common Stock was quoted on the
Nasdaq Stock Market.  Quotations with respect to such time were obtained
from the Nasdaq Stock Market. Subsequent thereto, the Common Stock has been
quoted on the OTC Bulletin Board and quotations were obtained therefrom.
All quotes reflect inter-dealer prices without retail mark-up, mark-down or
commission and may not necessarily represent actual transactions.

     Quarter Ended                        High Bid          Low Bid
     June 30, 1997                           .38            .23
     September 30, 1997                      .31            .19
     December 31, 1997                       .28            .16
     March 31, 1998                          .34            .19
     June 30, 1998                           .56            .28
     September 30, 1998                      .75            .63
     December 31, 1998                      1.06            .88
     March 31, 1999                          .53            .49

     (b)  On July 6, 1999, the Company's Common Stock was held by
approximately 1,458 holders of record.

     (c)  Dividends

          The Company has never paid any cash dividends on its Common Stock
and has no intention of paying cash dividends in the foreseeable future.
The Company intends to retain any earnings it may realize to finance its
future growth.

     II.  In connection with the Asset Purchase Agreement with EPI, the
Company issued an aggregate of 3,307,130 shares of its Common Stock and
warrants for the purchase of 1,575,000 shares of its Common Stock.  Of the
foregoing, 2,837,130 shares of  Common Stock and warrants for the purchase
of up to 1,575,000 represented a portion of the purchase price for certain
assets utilized by EPI in connection with SofPulse.  The remaining
securities were issued in consideration for consulting services.  All of
the Common Stock has been registered under the Securities Act of 1933.
Reference is made to Note 10 of Notes to Consolidated Financial Statements.

In May 1998 the Company issued 350,000 of its Common Stock to Wharton
Capital Corporation and Joel Brownstein for consulting services.

In June 1998, the Company issued options for the purchase of an aggregate
of 500,000 shares of its Common Stock to Dr. Harold Gelb at an average
price of $.336 per share in consideration of consulting services.

In June 1998, the Company issued an option for the purchase of 300,000
shares of its Common Stock to Dr. Steven Brenner at $.375 per share in
consideration of consulting services.

In June 1998, the Company issued an option for the purchase of 100,000
shares of its Common Stock to Jay Zelesnick at $.375 per share in
consideration of consulting services.

In October 1998, the Company issued an option for the purchase of 3,000,000
shares of its Common Stock to Burton Friedlander at $.625 per share in
consideration of consulting services.

No principal underwriters were involved.  The Company claimed exemption
from registration pursuant to the exemption provided by Section 4(2) of the
Securities Act of 1933, inasmuch as no public offering was involved.


Item 6.   Management's Discussion and Analysis or Plan of Operation

Fiscal 1999 Compared to 1998

Revenues

Revenues were $2,098,997 in 1999 as compared to $1,483,218 in 1998
representing an increase of $615,779 or 42%.  The increase was the result
of revenues received from new products acquired by the Company during the
fiscal year.

Gross Profit

Gross profit of $1,417,485 in 1999 was $579,030 or 69%, higher than the
gross profit of $838,455 for 1998.  Gross profit was 67% of revenues in
1999 as compared to 57% of revenues in 1998.  The increase in gross profit
is related to the product mix of sales with varying gross profit margins.

Operating Income (Loss)

Operating loss of ($746,077) in 1999 was $28,721 less than the operating
loss of  ($774,798) in 1998.  The reduction in operating loss resulted from
an increase in gross profit offset by an increase in selling, general and
administrative expenses primarily from legal costs  and certain one-time
chargeoffs associated with the arbitration proceeding.

Other Income, Net

Other income of $40,635 in 1999 was $11,386 or 22% lower than other income
of $52,021 in 1998 due to a decrease in interest income from lower amounts
invested and at lower rates of return on amounts invested.


Fiscal 1998 Compared to 1997

Revenues

Revenues were $1,483,218 in 1998 as compared to $1,574,855 in 1997
representing a decrease of $91,637 or 6%.  The decrease was primarily the
result of reduced sales of Sonotron Devices in Japan offset by the addition
of sales from a newly acquired medical device manufacturing subsidiary in
December of 1997 and moderately decreased sales to chemical customers.  The
reduction of sales of Sonotron Devices in Japan was the result of the
arbitration proceeding commenced against the Company and its distributor of
Sonotron Devices in Japan.  The distributor has advised the Company that it
will make no further purchases of Sonotron Devices during the pendency of
the arbitration proceeding.

Gross Profit

Gross profit of $838,455 in 1998 was $138,948 or 14%, lower than the gross
profit of $977,403 for 1997.  Gross profit was 57% of revenues in 1998 as
compared to 63% of revenues in 1997.  The reduction in gross profit is
related to the product mix of sales with varying gross profit margins.

Operating Income (Loss)

Operating loss of ($774,798) in 1998 was $737,868 greater than the
operating loss of ($36,930) in 1997.  The increase in operating loss
resulted from a reduction in gross profit coupled with a significant
increase in selling, general and administrative expenses primarily from
legal costs  and certain one-time chargeoffs associated with the
arbitration proceeding coupled with certain one-time inventory
eliminations.

Other Income, Net

Other income of $52,021 in 1998 was $11,661 or 18% lower than other income
of $63,682 in 1997 due to a decrease in interest income from lower amounts
invested and at lower rates of return on amounts invested.

Liquidity and Capital Resources

At March 31, 1999 the Company had cash of $496,405 as compared to
$1,127,840 at March 31, 1998.  This decrease is the result of cash used in
investing activities and operating activites and cash used in payments on
notes payable.

Operating Activities

An increase in sales and gross profit in the Company's medical device
segment was realized from an acquisition of a medical device business in
May 1998 which resulted in improved operating results.  There was also a
modest increase in sales of aqueous chemical products.

Investing Activities

Cash consideration of $266,544 was paid for the acquisition of a medical
device business and $44,064 was paid for purchases of property and
equipment.

Financing Activities

The Company paid $29,057 on notes payable offset by an increase in
borrowings on a demand line of credit of $14,630.

The Company does not have any material sources of liquidity or unused
sources of liquid assets.














Item 7.   Financial Statements

                      INDEPENDENT AUDITOR'S REPORT


Board of Directors and Stockholders
ADM Tronics Unlimited, Inc.
Northvale, New Jersey


We have audited the accompanying consolidated balance sheet of ADM Tronics
Unlimited, Inc. and subsidiaries as of March 31, 1999, and the related
consolidated statements of operations, changes in stockholders' equity, and
cash flows for each of the two years in the period ended March 31, 1999.
These financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of ADM
Tronics Unlimited, Inc. and subsidiaries as of March 31, 1999, and the
results of their operations and their cash flows for each of the two years
in the period ended March 31, 1999, in conformity with generally accepted
accounting principles.






Miami, Florida
June 11, 1999













                                   F-1


ADM TRONICS UNLIMITED, INC.
CONSOLIDATED BALANCE SHEET
MARCH 31, 1999

ASSETS
CURRENT ASSETS
  Cash and cash equivalents                                     $496,405
  Accounts receivable - trade, net of
     allowance for doubtful accounts of $52,200                  353,976
  Inventories:
  Raw materials and supplies                                     392,066
  Finished goods                                                  56,226
  Other current assets                                           102,600
        Total current assets                                   1,401,273


PROPERTY AND EQUIPMENT                                           185,916

EQUIPMENT IN USE AND UNDER LEASE AGREEMENTS, net of
  accumulated depreciation of $139,813                           736,566

EQUIPMENT HELD FOR SALE                                          736,507

LOAN RECEIVABLE FROM OFFICER, bearing interest
     at 3% per annum, unsecured                                   65,191
OTHER ASSETS                                                     218,088
         TOTAL ASSETS                                         $3,343,541



LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                              $273,483
  Accrued expenses and other                                      59,385
  Notes payable                                                  145,091
        Total current liabilities                                477,959

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY                                           2,865,582

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $3,343,541










                                   F-2


ADM TRONICS UNLIMITED, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED MARCH 31, 1999 AND 1998

                                          1999              1998
REVENUES
Sales                                $2,098,997          $1,483,218
Interest                                 40,635              52,021
    Total revenues                    2,139,632           1,535,239

COSTS AND EXPENSES
Cost of sales                           681,512             644,763
Selling, general and administrative   2,163,562           1,613,253
    Total costs and expenses          2,258,016           2,845,074

LOSS BEFORE INCOME TAXES               (705,442)           (722,777)

INCOME TAXES                           (265,000)                  -

NET LOSS                              ($970,442)          ($722,777)

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING               46,779,615          42,477,832

NET LOSS PER SHARE                        ($.02)              ($.02)
























                                   F-3






ADM TRONICS UNLIMITED, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
YEARS ENDED MARCH 31, 1999 AND 1998

                   Shares         Par     Capital in   Accumulated   Total
               (150,000,000      Value    Excess of     Deficit
                Authorized                Par Value
              $.0005 par value)
BALANCES
MARCH 31, 1997 42,474,907   $21,237    $4,819,436  ($2,205,608) $2,635,065

Sale of         1,250,000       625       274,375            -     275,000
1,250,000
shares of
common stock
and 1,000,000
warrants

Stock and               -         -       (30,635)           -     (30,635)
warrant issue
costs

Common stock            -         -        74,000            -      74,000
options issued

Net loss                -         -             -     (722,777)   (722,777)

BALANCES
MARCH 31, 1998 43,724,907    21,862     5,137,176   (2,928,385)  2,230,653

Issuance of     3,307,130     1,654     1,260,842            -   1,262,496
 common stock
 in connection
 with acquisition
 of business
 (Note 10)

Issuance of
common stock
for consulting
services          350,000        175       246,700           -     246,875

Common stock            -          -        96,000           -      96,000
options issued
for consulting
services

Net loss                -          -              -    (970,442)   (970,442)

BALANCES
MARCH 31, 1999 47,382,037    $23,691     $6,740,718 ($3,898,827) $2,865,582
















                                   F-4

ADM TRONICS UNLIMITED, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED MARCH 31, 1999 AND 1998
                                                   1999        1998
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                       ($970,442) ($722,777)
Adjustments to reconcile net loss to net cash
   used in operating activities:
   Depreciation and amortization               160,142       64,737
   Provision for losses on accounts receivable  16,438      106,006
   Provision for loss on note receivable             -       82,306
   Common stock options issued as compensation  96,000       74,000
   Common stock issued as compensation         246,875            -
   Changes in operating assets and liabilities:
   Accounts receivable   trade                 (52,526)     (50,724)
   Inventories                                (127,757)      92,299
   Other current assets                        (78,499)      11,425
   Equipment in use and under lease agreements 118,600            -
   Equipment held for sale                     135,511      (45,025)
   Deposit receivable                              150           50
   Deferred tax asset                          265,000            -
   Accounts payable                           (123,456)      38,882
   Accrued expenses and other                   13,246       23,583
   Prepayments from customers                        -      (69,293)
   Total adjustments                           669,724      328,246
      Net cash used in operating activities   (300,718)    (394,531)

CASH FLOWS FROM INVESTING ACTIVITIES:
   Cash consideration paid for business
        acquired                              (266,544)     (22,741)
   Cash balance of company acquired                  -        8,851
   Patents                                           -       (1,280)
   Purchase of property and equipment          (44,064)     (14,069)
   Net changes in certificates of deposit            -      107,000
   Repayments (advances) of loans to officer    (5,689)       7,150
      Net cash provided by (used in)
      investing activities                    (316,297)      84,911

CASH FLOWS FROM FINANCING ACTIVITIES:
   Net borrowings on demand line of credit      14,630       43,392
   Proceeds from notes payable                       -       15,312
   Payments on notes payable                   (29,057)     (10,308)
   Repayment of loan to a former shareholder
    of the newly acquired subsidiary                 -      (30,259)
   Net proceeds from issuance of common stock
    and warrants                                     -      244,365
      Net cash provided by (used in)
      Financing activities                     (14,427)     262,502

NET DECREASE IN CASH AND EQUIVALENTS           (631,442)    (47,118)

CASH - BEGINNING                              1,127,847   1,174,965
CASH - ENDING                                  $496,405  $1,127,847

Supplemental Disclosures:
    Interest paid                               $10,131      $3,709
    Income taxes paid                           $     -      $    -
Supplemental Disclosure of Non-cash Investing and
Financing Activities:
    Common stock issued in connection        $1,262,496      $    -
      with acquisition of business
    Fair value of assets received in         $1,529,040      $    -
      connection with acquisition of business
    Common stock options issued as              $96,000     $74,000
      consideration for consulting services
    Common stock issued as consideration       $246,875      $    -
      for consulting services















































                                   F-5






ADM TRONICS UNLIMITED, INC.
Notes to Consolidated Financial Statements

 NOTE 1.         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

            Consolidation

            The consolidated financial statements include the accounts of
      ADM Tronics Unlimited, Inc. (the Company) and its subsidiaries.
      All significant intercompany balances and transactions have been
      eliminated in consolidation.

            Business Activity

        The Company is a manufacturer and engineering concern whose
      principal lines of business are the production and sale of
      chemical products and the manufacturing and sale of medical
      devices.  The chemical product line is principally comprised
      of water-based chemical products used in the food packaging
      and converting industries.  These products are sold to
      customers located in various parts of the United States and
      Europe.  The medical device product line is comprised of
      proprietary devices used in the treatment of joint pain and
      postoperative edema.  These products are sold or leased to
      customers located in various parts of the United States and
      the Orient.

            For the years ended March 31, 1999 and 1998, the chemical
      product line accounted for approximately 45% and 63% of sales
      while the medical device product line accounted for 55% and
      37%, respectively.

            Cash and Equivalents

            The Company considers all highly-liquid investments with a
      remaining maturity of three months or less at the time of
      purchase and excess operating funds invested in cash
      management and money market accounts to be cash.  The money
      market account (approximately $260,000 at March 31, 1999) is
      not insured by the FDIC.

            Inventories

            Inventories are stated at the lower of cost (first-in, first-
      out method) or market.

            Property and Equipment

            Property and equipment are recorded at cost.  Depreciation is
      computed using the straight-line method over the estimated
      useful lives of 5 to 10 years.  Leasehold improvements are
      amortized over the lease term or useful lives, whichever is
      shorter.  Expenditures for major betterments and additions
      are charged to the asset accounts while replacements,
      maintenance and repairs, which do not improve or extend the
      lives of the respective assets, are charged to expense
      currently.
                                   F-7

            Sonotron Devices

            Sonotron Devices (Devices) are held for sale or lease and are
      included in the consolidated balance sheet under "equipment
      held for sale" and "equipment in use and under lease
      agreements," on a specific identification basis.  Devices are
      available for sale outright, are available for sale under
      terms providing for additional charges based upon usage, and
      are available to be leased.  Until clearance to market is
      obtained from the United States Food and Drug Administration
      (FDA), the Devices cannot be marketed in the United States
      for human applications, other than for research purposes, and
      may not be marketable in certain foreign countries.

            Included within equipment in use and under lease agreements
      are devices used internally and devices loaned out for
      marketing and testing.  These devices are depreciated over
      seven years commencing at the date placed in service.
      Revenues from leasing activities have not been significant.

            All devices and parts are carried at the lower of cost or
      market, with cost being determined on a specific
      identification basis.  An allowance is provided when, in the
      judgement of management, the realizable value declines below
      cost.

            Sofpulse Units

            In connection with the business acquisition described in Note
      10, the Company acquired all rights to a FDA approved device
      (Sofpulse Unit or Unit) and 418 of these units.  These Units
      are held for sale or lease domestically and are included in
      the consolidated balance sheet under "equipment held for
      sale" and "equipment in use and under lease agreements," on a
      specific identification basis.  Units are available for sale
      outright, are available for sale under terms providing for
      additional charges based upon usage, and are available to be
      leased.

            Included within equipment in use and under lease agreements
      are Units used internally and units loaned out for marketing
      and testing.  These Units are depreciated over seven years
      commencing at the date placed in service.

            All Units and parts are carried at the lower of cost or
      market, with cost being determined on a specific
      identification basis.  An allowance is provided when, in the
      judgement of management, the realizable value declines below
      cost.

            Intangible Assets

            Goodwill and patents are stated at cost, are included in
      other assets and are amortized on a straight-line basis over
      the shorter of their legal or useful lives (10 years for
      goodwill, 15 to 17 years for patents).

                                   F-8


  The Company evaluates its intangible assets in accordance with the
 provisions of Statement of Financial Accounting Standards ("SFAS")
 No. 121, Accounting for the Impairment of Long-lived Assets and
 Assets to be Disposed Of.  This statement requires assessment of
 impairment of long-lived assets whenever factors, events or
 changes in circumstances indicate the carrying amount of certain
 long-lived assets to be held and used may not be recoverable.
 Assessment of impairment is based on the expected undiscounted
 cash flows of the assets.  If an asset is determined to be
 impaired, an impairment loss is recognized to the extent the
 carrying amount of the impaired asset exceeds fair value.

  Revenue Recognition

  Sales revenues are recognized when products are shipped and lease
 revenues are recognized in accordance with individual lease
 agreements.

  Advertising

  Advertising (approximately $27,000 and $45,000 in 1999 and 1998,
 respectively) is expensed as incurred and is included with
 selling, general and administrative expenses in the consolidated
 statements of operations.

  Income Taxes

  Deferred income taxes are provided for the estimated tax effect of
 temporary differences between financial and taxable income.

  Net Loss Per Share

  The Company applies Statement of Financial Accounting Standards
 No. 128, "Earnings Per Share" (FAS 128).  Net loss per share
 excludes dilution and is computed by dividing net income by the
 weighted average number of common shares outstanding during the
 reported periods.

  Use of Estimates

  The preparation of financial statements in conformity with
 generally accepted accounting principles requires management to
 make estimates and assumptions that affect the reported amounts of
 assets and liabilities and disclosure of contingent assets and
 liabilities at the date of the financial statements and the
 reported amounts of revenues and expenses during the reporting
 period.  Actual results could differ from those estimates.
  Net loss per share   Diluted has not been presented for 1999 and
 1998 as it results would be anti-dilutive.

  Fair Value of Financial Instruments

  The carrying values of cash, cash equivalents, accrued expenses
 and notes payable approximate their fair values due to the short
 maturity of these instruments.

  The fair value of the officer loan is determined by calculating
 the present value of the note by a current market rate of interest
 as compared to the stated rate of interest.  The difference
 between fair value and carrying value is not deemed to be
 significant.
                                  F-9

  Impact of the "Year 2000" Computer Issue

  Because computers frequently use only two digits to recognize
 years, on January 1, 2000, many computer systems, as well as
 equipment that uses embedded computer chips may be unable to
 distinguish between the years 1900 and 2000.  If not remediated,
 this problem could create system errors and failures resulting in
 the disruption of normal business operations. In the event the
 Company fails to identify or correct a material Year 2000 problem,
 there could be disruptions in normal business operations, which
 could have a material adverse effect on the Company's results of
 operations, liquidity or financial condition.  Further, there may
 be some third parties, such as governmental agencies, utilities,
 telecommunication companies, vendors, suppliers and customers who
 may not be able to continue business with the Company due to their
 own year 2000 problems. There can be no assurance that any efforts
 made will fully mitigate the effect of Year 2000 issues.

NOTE 2.             PROPERTY AND EQUIPMENT

            Property and equipment at March 31, 1999 was as follows:

          Production equipment                   $43,330
          Other Machinery and equipment          347,221
          Office furniture and fixtures          129,940
          Leasehold improvements                 131,800
          Computer equipment                     119,296
                                                 771,587
          Less accumulated depreciation
            And amortization                    (585,671)
                                                $185,916

            Depreciation and amortization on property and equipment for
      the years ended March 31, 1999 and 1998 was $40,336 and
      $20,410, respectively.

NOTE 3.              OTHER ASSETS

    Other assets at March 31, 1999 consisted of the following:

          Sonotron refinement costs, net of            $87,108
            accumulated amortization of $58,336
          Goodwill, net of accumulated amortization     61,457
            Of $9,455
          Patents, net of accumulated amortization      47,734
            of $37,233
          Deposits Receivable                           21,789
                                                      $218,088


                                   F-10


NOTE 3.    OTHER ASSETS (Continued)

  Sonotron refinement costs represent the costs incurred in
 connection with the improvement of the Sonotron devices.  These
 costs are being amortized over five years, the expected benefit
 period of the routine refinements.  Refinement costs
 amortization expense was $29,568 for the years ended March 31,
 1999 and 1998, respectively.

  Amortization of goodwill was $7,091 and $2,364, respectively for
 the years ended March 31, 1999 and 1998 and amortization of
 patents was $3,413 and $4,721, respectively for the years ended
 March 31, 1999 and 1998.


NOTE 4.              NOTES PAYABLE

              Notes payable consisted of the following at March 31,
       1999:

          Demand line of credit payable to bank; credit    $96,644
            limit $100,000; interest at prime rate (8.75%
            at March 31, 1999) plus 1%; collateralized by
            certificate of deposit.

          8.0% note payable to the former shareholder of    45,078
            a subsidiary; interest and principal payable
            Quarterly; matures January 1, 2000; unsecured.

          Other                                              3,369

               Total                                      $145,091


            For the years ended March 31, 1999 and 1998 interest expense on
      total indebtedness amounted to $10,131 and $3,631, respectively.


NOTE 5.         INCOME TAXES

            The components of income taxes for the years ended March 31,
      1999 and 1998, are as follows:


                                              1999         1998
          Deferred                          $285,000      $259,000
          Change in valuation allowance     (550,000)     (259,000)
          Income Taxes                     ($265,000)     $   -






                                   F-11


NOTE 5.    INCOME TAXES (Continued)

  The differences between the income taxes and the amount
 computed by applying the federal statutory income tax rate of
 34% to income before taxes are as follows:

                                                  1999       1998
          Tax benefit at U.S. statutory rates   ($240,000) ($246,000)
          Change in valuation allowance           550,000    259,000
          Other temporary differences           (  45,000) (  13,000)
          Income taxes                           $265,000   $   -


            At March 31, 1999, the Company had deferred tax assets of
      approximately $1,144,000, comprised of $938,000 resulting from
      net operating loss carryforwards, $111,000 related to
      unrealized (for income tax purposes) declines in market value
      of securities and $95,000 from other temporary differences.
      The deferred tax assets are offset by a valuation allowance in
      the amount of $1,144,000.

            Deferred tax assets, net of a valuation allowance, are
      recorded when management believes it is more likely than not
      that tax benefits will be realized.  The change in the
      valuation allowance was based upon the consistent application
      of management's valuation procedures and new circumstances
      surrounding its future realization.

            The Company and its subsidiaries file consolidated income tax
      returns.  As of March 31, 1999, the Company had consolidated
      net operating loss carryforwards of approximately $2,500,000
      that will expire during the years 2005 through 2019 and
      consolidated capital loss carryforwards of approximately
      $299,000 that will expire during the years 2001 and 2002.

NOTE 6.         EMPLOYEE BENEFIT PLAN

            The Company has a 401(k) Plan covering substantially all
      employees.  Contributions to the plan are at the discretion of
      management.  Contributions to the plan for the year ended
      March 31, 1999 and 1998 totaled $3,085 and $3,631,
      respectively.

NOTE 7.         COMMITMENTS AND CONTINGENCIES

                      Leases

            The Company leases its office and warehouse facilities and
      certain equipment under non-cancelable operating leases.





                                  F-12

NOTE 7.    COMMITMENTS AND CONTINGENCIES(Continued)

          The approximate future minimum annual rentals under these leases
          at March 31, 1999 are as follows:

            March 31, 2000                 $136,000
            March 31, 2001                  136,000
            March 31, 2002                  134,000
            March 31, 2003                  136,000
            March 31, 2004                  131,000
            Thereafter                   $1,019,000


          Rent expense for all facilities for the years ended March 31, 1999
          and March 31, 1998 was $149,826 and $101,612, respectively.

Warranties

            Sonotron devices are sold under agreements providing for the
      repair or replacement of any devices in need of repair, at the
      Company's cost, for up to one year from the date of delivery,
      unless such need was caused by misuse or abuse of the device.

            At March 31, 1999, no amount has been accrued for potential
      warranty costs and such costs are expected to be nominal.

Arthronix Settlement Agreement

            At March 31, 1999, the Company had various judgements and
      notes receivable due from Arthronix (unrelated entity) that
      due to uncertainties, were fully offset by reserves and
      additionally, the Company had certain obligations due to
      Arthronix relating to various arbitration awards.  In June
      1999 the Company and Arthronix entered into a settlement
      agreement providing for the resolution of all suits, counter
      suits, claims, arbitration awards and satisfaction of all
      amounts otherwise due upon the payment by Arthronix of $77,000
      to the Company.

Legal Action

  The Company and a subsidiary are defendants in a legal action
 filed by the subsidiary's previous landlord.  The action
 relates to approximately $90,000 in rental payment
 discrepancies, of which approximately $50,000 relate to months
 prior to the Company's acquisition of the subsidiary.
 Management believes that this legal action is frivolous and
 without merit.  No court dates have been set, and the Company
 intends to vigorously contest these claims.  The outcome of
 these actions as well as the extent of the Company's
 liability, if any, cannot be determined at this time.




                                  F-13

NOTE 8.         STOCK OPTIONS

            From time to time, the Company grants stock options to
      directors, officers and outside consultants.  During the years
      ended March 31, 1999 and 1998, the Company granted zero and
      2,192,819 options, respectively to certain employees and also
      granted 3,900,000 and 3,200,000 options to non-employees.  The
      Company has elected to continue using Accounting Principles
      Board Opinion No. 25, "Accounting for Stock Issued to
      Employees" (APB 25) and has adopted the disclosure-only
      provisions of Statement of Financial Accounting Standards No.
      123, "Accounting for Stock-Based Compensation" ("SFAS 123"),
      in accounting for employee stock options.  Under this
      application compensation expense is recorded only to the
      extent that the market value of the underlying stock exceeded
      the exercise price at the date of grant.  No compensation
      expense has been recognized for the years ended March 31, 1999
      and 1998.

            Had employee compensation cost been determined on the basis of
      fair value pursuant to SFAS 123, the consolidated net loss and
      net loss per share for the year ended March 31, 1998 would
      have been $810,777 and $.02, respectively.

            Included in the consolidated statement of operations for the
      years ended March 31, 1999 and 1998 is $96,000 and $74,000,
      respectively of consulting services which represents the fair
      value of consideration paid in the form of non-employee stock
      options at the grant date.

            A summary of the Company's stock option activity and related
      information for the years ended March 31, 1999 and 1998, is as
      follows:

                                       Year ended March 31,
                                     1999                 1998
                               Options   Weighted   Options   Weighted
                                          Average              Average
                                         Exercise             Exercise
                                           Price                Price

      Outstanding April 1,    5,392,819   $0.2885           -    $    -
      Granted                 3,900,000    0.5623   5,392,819    0.2885
      Exercised                       -         -           -         -
      Forfeited                       -         -           -         -

      Outstanding March 31,   9,292,819    0.4375   5,392,819    0.2885

      Exercisable at end of   6,275,285    0.2981   5,201,038   $0.2925









                                   F-14



NOTE 8.    STOCK OPTIONS (Continued)

            The expiration dates and exercise prices of stock options,
      which were fully vested at March 31, 1999, were as follows:

          Expiration Date     Number of Options     Exercise Price
          March 16, 2000      200,000               $0.18
          June 2, 2000        182,466               $0.18 to 0.375
          June 2, 2001        700,000               $0.375
          November 1, 2001    3,000,000             $0.625
          December 31, 2002   3,000,000             $0.375
          February 3, 2003    2,192,819             $0.18









        The weighted average fair value of options outstanding at March
        31, 1999 were as follows:
                                      Number of      Weighted
                                       Options      Average Fair
                                                     Value at
                                                   Date of Grant
       Exercise price exceeded the     6,000,000       $0.0192
        market price at grant date
       Exercise price equaled the        800,000       $0.0478
        market price at grant date
       Exercise price was less than    2,492,819       $0.0424
        the market price at grant date

        The determination of the fair value of all stock options granted was
     calculated using the Black   Scholes option   pricing model based on
     (i) a risk-free interest rate of 5.5%, (ii) an expected option life
     based on original life of each option, (iii) an expected volatility
     in the market price of the Company's common stock of 63%, and (iv) no
     expected dividends on the underlying stock.

 NOTE 9.  SEGMENT INFORMATION, GEOGRAPHICAL INFORMATION, MAJOR CUSTOMERS AND
 CREDIT CONCENTRATION

  Segment Information

  The Company adopted the provisions of SFAS No. 131, "Disclosures
  about Segments of an Enterprise and Related Information"
  effective April 1, 1999.  The Company operates in two reportable
  segments, the production and sale of chemicals and the
  manufacture and sale or lease of medical products. The
  reportable segments are strategic business units that offer
  different products and services.  They are managed separately
  based on differences in customer base, marketing strategies or
  regulatory environment.

            The accounting policies of the segments are the same as those
           described in note one. The Company evaluates performance on
           profit or loss from operations before income taxes.

NOTE 9.   SEGMENT INFORMATION, GEOGRAPHICAL INFORMATION, MAJOR CUSTOMERS
AND CREDIT CONCENTRATION (Continued)

                    Information about segment operations follows:

                                 Chemical      Medical       Total
Year Ended March 31, 1999

Revenues from external
 customers                      $937,484      $1,161,513    $2,098,997
Interest revenue                 $31,003          $9,632       $40,635
Interest expense                      $-         $10,131       $10,131
Depreciation and amortization    $55,692        $104,450      $160,142
Segment loss                   ($559,206)      ($146,236)    ($705,442)
Segment assets                $1,526,312      $1,817,229    $3,343,541
Expenditures for segment
 assets (including
 acquisition of business)        $23,265        $126,841      $150,106

Year ended March 31, 1998

Revenues from external
 customers                      $936,116        $547,102    $1,483,218
Interest revenue                 $52,021              $-       $52,021
Interest expense                      $-          $3,709        $3,709
Depreciation and amortization    $57,015          $7,722       $64,737
Segment loss                   ($385,718)      ($337,059)    ($722,777)
Segment assets                $2,344,700        $448,948    $2,793,648
Expenditures for segment
 assets (including
 acquisition of business)         $3,435         $10,634       $14,069




                                   F-16


NOTE 9. SEGMENT INFORMATION, GEOGRAPHICAL INFORMATION, MAJOR CUSTOMERS
AND CREDIT CONCENTRATION (Continued)

                      Geographical Information

  Sales to unaffiliated customers, based on location of customer,
 is as follows:
                                       Year Ended March 31,
                                    1999                1998
          Chemical Segment:
           United States            $866,874            $873,510
           Australia                  48,636              36,689
           Other foreign countries    21,974              25,917
                                    $937,484            $936,116

          Medical Segment:
           United States          $1,078,281            $537,548
           Malaysia                   50,084                   -
           Other foreign countries    33,148               9,554
                                  $1,161,513            $547,102


                      Major Customers

            Sales to individual unaffiliated customers in excess of 10% of
      net sales to unaffiliated customers are shown below.

                                     Year ended March 31,
                                     1999          1998
           Chemical Segment:
             Customer A             $   -         $314,859
             Customer C             $   -         $161,607

           Medical Segment:
             Customer B             $389,263      $321,500

                    Individual accounts receivable balances at March 31, 1999 in
          excess of 10% of total accounts receivable are as follows:

           Chemical Segment:
             Customer C             $    -        $ 53,112

           Medical Segment:
             Customer D             $    -        $ 82,152





                                   F-17


NOTE 9. SEGMENT INFORMATION, GEOGRAPHICAL INFORMATION, MAJOR CUSTOMERS
AND CREDIT CONCENTRATION (Continued)

Product Information

           The approximate percentage of sales to unaffiliated customers,
           based on products, is as follows:
                                               Year ended March 31,
                                                1999       1998
            Chemical Segments:
              Adhesives and primers             46%        47%
              Resins and coatings               51%        49%
              Additives and others               3%         4%

            Medical Segment:
              Contract manufactured medical     52%        70%
              Sofpulse units                    40%         -
              Sonotron devices                   8%        30%

                Credit Concentration

            The Company maintains account balances and a certificate of
      deposit in a financial institution in excess of federally insured
      limits.


NOTE 10.       SIGNIFICANT TRANSACTION AND EVENT

            Acquisition

            On May 27, 1998 the Company, pursuant to an asset purchase agreement
      acquired certain tangible and intangible assets and certain operating
      rights relating to a medical device used principally in the treatment
      of postoperative edema and pain in superficial soft tissues.
      Pursuant to the agreement, the company paid $210,000 in cash, issued
      2,837,130 shares of the Company's common stock and agreed to
      contingent consideration consisting of an option to acquire up to
      1,575,000 additional shares of the company's common stock at $.425
      per share.  In connection with this transaction, the Company recorded
      $326,044 of related acquisition costs of which $56,544 was paid in
      cash and 470,000 shares of common stock valued at $269,500 were
      issued.

            This acquisition was accounted for as a purchase.







                                   F-18

NOTE 10.   SIGNIFICANT TRANSACTION AND EVENT (Continued)

            Proforma Combined Condensed Financial Information (Unaudited)

            The following unaudited proforma combined condensed statements of
      operations for the years ended March 31, 1999 and 1998 are as if
      the business combination had occurred at the beginning of each
      period presented.
                                              For the year ended
                                                   March 31,
                                              1999           1998
             Operating Revenues          $2,288,442       $3,381,218
             Net loss                    (1,304,177)      (2,338,440)
             Net loss per share                (.03)            (.06)

            The proforma data is provided for information purposes only and
      does not purport to be indicative of results which actually would
      have been obtained if the combination had been effected at the
      beginning of each period presented, or of those results which may
      be obtained in the future.

NASDAQ

            Effective December 16, 1998, the Company's securities were
      delisted from the Nasdaq Stock Market and immediately thereafter
      began trading on the OTC Bulletin Board.

NOTE 11.        SUBSEQUENT EVENTS

            Subsequent Acquisition

  In April 1999, the Company, pursuant to an asset purchase
 agreement, agreed to purchase certain tangible and intangible
 assets and certain operating rights relating to a medical device
 used for the grinding and disposal of syringes and medical sharps.
 Pursuant to the agreement, the Company agreed to pay $14,206 in
 cash, granted options to purchase 200,000 and 300,000 shares of
 the Company's common stock at an exercise price of $.625 with the
 options expiring one year and two years from the grant date,
 respectively, and executed a consulting agreement providing for
 monthly payments of $750 for twenty four months.  Additionally,
 the agreement contains a provision for contingent consideration
 whereby on March 2001 and each year thereafter until March 2012,
 the Company pays the seller the greater of $50,000 or 5% of net
 sales relating to the product for that year.  If however, 5% of
 sales are less than $50,000, the Company has the option to only
 pay the 5% of sales amount and return all rights to the product
 acquired back to the seller.




                                   F-19


NOTE 12.        SIGNIFICANT FOURTH QUARTER ADJUSTMENTS

            At March 31, 1999, the Company considered all available evidence,
      both positive and negative, and determined an additional valuation
      allowance relating to the net deferred tax asset amount was needed.
      Accordingly, the Company fully offset its net deferred tax asset
      resulting in income taxes of $265,000 for the year ended March 31,
      1999.

            The Company recorded $96,000 of compensation relating to stock
      options issued during the year.

            The effect of the above adjustments increased the net loss by
      $361,000.







































                                   F-20



Item 8.    Changes in and Disagreements with Accountants on Accounting and
           Financial Disclosure

      Not applicable.
                                PART III

Item 9.    Directors and Executive Officers, Promoters and Control Persons;
           Compliance with Section 16(a) of the Exchange Act
I.
                 (a)  Identification of Executive Officers and Directors

Name                 Age  Position

Dr. Alfonso Di Mino  79   President, Chief Executive Officer and Director

Vincent Di Mino      73   Vice President of Production and Director

Andre' Di Mino       43   Executive Vice President, Secretary, Treasurer,
                          Chief Operating Officer and Director

John Berenyi         52   Director

Dr. Harold Gelb      74   Director

Thomas Petrie        54   Director

Dr. Alfonso Di Mino has been President and a Director of the Company since
1969.

Vincent Di Mino has been Vice President of Production since 1969 and a
Director of the Company since 1987.

Andre' Di Mino has been Executive Vice President and Chief Operating Officer
since 1987 and Secretary and Treasurer of the Company since 1978.  Mr. Di
Mino has been a Director of the Company since 1987.

John Berenyi has been a Director since March 1998.  Mr. Berenyi  is senior
managing director with Brill Securities, Inc. having been with that firm
since August 1997.  For two years prior thereto, Mr.  Berenyi was with the
firm Fechtor, Detwiler serving in a similar capacity. From September 1994 to
August 1995 he was with the firm of Rodman and Renshaw and from March 1993 to
August 1994 he was with Meridian Capital Markets.

Dr. Harold Gelb has been a Director since July, 1998.  Dr. Gelb has been a
practicing dentist for more than 25 years.  Dr. Harold Gelb is an expert in
the diagnosis and treatment of craniomandibular disorders.  He is an author
of several texts on the subject of craniomandibular pain and has lectured
worldwide on that area of practice.

Thomas Petrie has been a Director since January, 1998 and the President of
PAC for approximately four years.  Prior thereto, Mr. Petrie was a Business
Unit Director of Personal Diagnostics.

      (b)  Identify Significant Employees

 Thomas Petrie may be deemed to be a significant employee.

      (c)  Family Relationships

 Dr. Alfonso Di Mino is the father of Andre' Di Mino and the brother of
Vincent Di Mino. There are no other family relationships between any of the
Company's directors or executive officers.

      (d)  Involvement in Certain Legal Proceedings

 During the last five years, none of the following events occurred with
respect to any executive officer or director of the Company as of the date
hereof.

    (i)   Any bankruptcy petition was filed by or against any business of which
    such person was a general partner or an executive officer at or within
    two years before the time of such filing;

    (ii)  Any conviction in a criminal proceeding or being subject of a pending
    criminal proceeding (excluding traffic violations and other minor
    offenses);

    (iii) Being subject to any order, judgment or decree, not subsequently
    reversed, suspended or vacated, of any court of competent jurisdiction,
    permanently or temporarily enjoining, barring, suspending or otherwise
    limiting his involvement in any type of business, securities or banking
    activities; and

    (iv)  Being found by a court of competent jurisdiction (in a civil action),
    the Securities and Exchange Commission or the Commodity Futures Trading
    Commission to have violated a federal or state securities or commodities
    law, and the judgment has not been reversed, suspended or vacated.

    (g)  Promoters and Control Persons

           Not Applicable.

II.   Section 16(a) Beneficial Ownership Reporting Compliance

 Based solely upon a review of any Forms 3 and 4 and amendments thereto
furnished to the Company under Rule 16a-3(a) under the Exchange Act during
its most recent fiscal year and any Forms 5 and amendments thereto furnished
to the Company with respect to its most recent fiscal year, and any written
representations referred to in subparagraph (b)(2)(i) of Item 405 of
Regulation S-B, other than the following, no person who at any time during
the fiscal year ended March 31, 1999 was a director, officer, to the
knowledge of the Company a beneficial owner of more than 10% of any class of
equity securities of the Company registered pursuant to Section 12, failed to
file on a timely basis, as disclosed in the above Forms, reports required by
Section 16(a) of the Exchange Act during the most recent fiscal year or prior
fiscal years.

NAME                     NUMBER OF           NUMBER OF TRANSACTIONS
                        LATE REPORTS        NOT REPORTED ON A TIMELY BASIS

John Berenyi                  1                        1
Dr. Stephen Brenner           1                        1
Dr. Alfonso Di Mino           1                        1
Andre' Di Mino                1                        1
Vincent Di Mino               1                        1
Burton Friedlander            1                        1
Dr. Harold Gelb               1                        0

The late Reports have not been filed.

Item 10.   Executive Compensation

 The following table (the "Summary Table") sets forth the salary, bonus
and other annual compensation earned by (i) the Company's chief executive
officer and (ii) the Company's four most highly compensated executive
officers other than the chief executive officer who served as such on March
31, 1999 and whose total annual salary and bonus exceeded $100,000 (the
"Named Officer"):

   Name and Principal      Fiscal Year       Annual            Securities
       Position            Ended March     Compensation        Underlying
                                31           Salary              Options

  Dr. Alfonso Di Mino         1999          $93,600               -0-
  President and Chief
  Executive Officer
                              1998          $93,600          715,741 shares
                                                             of Common Stock

                              1997          $93,600               -0-


No individual grants of stock options were made during the fiscal year ended
March 31, 1999 to the Named Officer.

      No options issued by the Company were exercised by the Named Officer
during the fiscal year ended March 31, 1999.  On that date, there were
715,741 shares of Common Stock underlying unexercised options held by the
Named Officer all of which were exercisable, were in-the-money and had a
value of $236,195.  The Company did not reprice any stock option or SAR
previously awarded to the Named Officer.

 During the fiscal years ended March 31, 1999, 1998 and 1997, no other
compensation not otherwise referred to herein was paid or awarded by the
Company to the Named Officer, the aggregate amount of which compensation,
with respect to such person, exceeded the lesser of $50,000 or 10% of the
annual salary and bonus reported in the Summary Table for such person.

 There are no standard or other arrangements pursuant to which any
director of the Company is or was compensated during the Company's last
fiscal year for services as a director, for committee participation or
special assignments.

 The Company has no employment contract with any person other than Thomas
Petrie.  In November 1997, PAC entered into a five year Employment Agreement
with Mr. Petrie pursuant to which Mr. Petrie has been employed as PAC's
President and Chief Engineer.  The Employment Agreement provides for an
annual salary of $75,000 and a bonus ranging from 3% to 5% of PAC's net
income.

 The Company does not have any compensatory plan or arrangement,
including payments to be received from the Company with respect to any person
named in the Summary Table, which plan or arrangement results or will result
from the resignation, retirement or any other termination of such person's
employment with the Company and its subsidiaries or from a change in control
of the Company or a change in such person's responsibilities following a
change in control and the amount involved, including all periodic payments or
installments, exceeds $100,000.

Item 11.   Security Ownership of Certain Beneficial Owners and
           Management

 (a), (b)
      The following table sets forth certain information as of July 6,
1999 with respect to any person who is known to the Company to be the
beneficial owner of more than 5% of any class of its voting securities and as
to each class of the Company's equity securities beneficially owned by its
directors and directors and officers as a group:

  Title              Name and Address       Amount of             Approximate
 of Class         of Beneficial Owner       Beneficial              Percent
                                        Ownership(1)            of Class (1)

Common Stock,     Dr. Alfonso Di Mino       3,049,980(2) shares       6%(2)
$.0005 par        224-S Pegasus Ave.
                  Northvale, NJ 07647

Common Stock      Andre' Di Mino            8,249,774(3) shares      17%(3)
$.0005 par value  224-S Pegasus Ave.
                  Northvale, NJ 07647
                                            1,700,000(4) shares       4%(4)


                                            3,400,000(5) shares       7%(5)

                                            2,441,330(6) shares       5%(6)

Common Stock,     Vincent Di Mino           2,587,928(7) shares       5%(7)
$.0005 par value  224-S Pegasus Ave.
                  Northvale, NJ 07647
                                            5,100,000(8) shares      11%(8)

Common Stock,     Burton Friedlander        6,313,900(9) shares       12%(9)
$.0005 par value  104 Field point Road.
                  Greenwich CT 06830

Common Stock,     John Berenyi                104,000(10) shares         (13)
$.0005 par value  152 W. 57th St.
                  New York, NY 10019

Common Stock,     Dr. Harold Gelb             500,000(11) shares      1%(11)
$.0005 par value  425 E 58th Street
                  New York, NY 10022

Common Stock,     Thomas Petrie               200,000(12) shares        (13)
$.0005 par value  32 Dearhaven Lane
                  Newfoundland, NJ 07927

Common Stock,     Heiko H. Theime           7,617,500(14) shares    15%(14)
$.0005 par value  1370 Ave of the Americas
                  New York, NY 10019

Common Stock,     Officers and Directors   22,233,012(15) shares    44%(15)
$.0005 par value  as a Group (6 persons)

(1) Unless otherwise noted below, the Company believes that all persons named
in the table have sole voting and investment power with respect to all shares
of common stock benefically owned by them.  For purposes hereof, a person is
deemed to be the benefical owner of securities that can be acquired by such
person within 60 days from the date hereof upon the exercise of warrants or
options or the conversion of convertible securities.  each beneficial owners'
percentage ownership is determined by assuming that such warrants, options or
convertible securities that are held by such person (but not those held by
any other person) and which are exercisable within 60 days from the date hereof
have been exercised.

(2) Represents (a) 1,004,239 shares of common stock directly owned by Dr.
Di Mino, (b) 715,741 shares of common stock that may be acquired by Dr. Di Mino
upon exercise of options, (c) 1,000,000 shares of common stock benefically owned
by the spose of Dr. Di Mino, in which shares Dr. Di Mino disclaims any
benefical ownership, and (d) 1,330,000 shares of common stock including the
1,000,000 shares described in (c) above, subject to an agreement dated July 8,
1987 pursuant to which Dr. Di Mino has the power to vote such shares.

(9)  Represents (a) 417,300 shares of common stock directly owned by Mr.
Friedlander, (b) 3,000,000 of common stock that acquired
by Mr. Friedlander upon exercise of an option, and (c) 2,896,600 shares
of Common Stock owned by Friedlander International Limited.

      (10)  Represents (a) 4,000 shares of Common Stock directly owned by Mr.
      Berenyi and, (b) 100,000 shares of Common Stock that may be acquired by
      Mr. Berenyi upon exercise of options.

      (11)  Represents shares of Common Stock that may be acquired by Dr. Gelb
      upon exercise of options.

      (12)  Represents shares of Common Stock that may be acquired by Mr. Petrie
      upon exercise of options.

      (13)  Less than 1%

      (14)  Represents (a) 3,000,000 shares of Common Stock that may be
      acquired by Heiko H. Thieme upon exercise of a warrant, (b) 2,000,000
      shares of Common Stock owned by The American Heritage Fund, Inc.,
      (c) 1,617,500 shares of Common Stock owned by The Global Opportunity
      Fund Limited, and (d) 1,000,000 shares of Common Stock that may be
      acquired by The Global Opportunity Fund Limited upon exercise of a
      warrant.

      (15)  See Notes above.

 (c)  Changes in Control

 The Company is not aware of any arrangement which may  result in a
change in control of the Company.

Item 12.   Certain Relationships and Related Transactions

 (a)  From time to time, the Company has loaned money to Andre' Di Mino
at an interest rate of 3% per annum.  Reference is made to the responses to
Items 9 and 11 hereof. The largest aggregate amount of indebtedness,
including interest, outstanding at any time since the beginning of the
Company's fiscal year ended March 31, 1999 was approximately $86,642.

 As payment for consulting services, the Company has issued a warrant to
Heiko H. Thieme.  The warrant expires on December 31, 2002 and permits the
holder to purchase up to 3,000,000 shares of the Company's Common Stock for
$.375 per share during the first two years after issuance and $.50 per share
for the remaining two years.

 As payment for consulting services, the Company has issued an option to
Burton Friedlander.  The option expires on November 1, 2001 and permits the
holder to purchase up to 3,000,000 shares of the Company's Common Stock for
$.625 per share.

 Other than as otherwise set forth in this Annual Report on From 10-KSB,
during the last two years there was no transaction or proposed transaction to
which the Company was or is to be a party, in which any of the following
persons had or is to have a direct or indirect material interest and the
amount involved in the transaction or a series of similar transactions
exceeded $60,000:

              (16) Any director or executive officer of the Company;
              (17) Any nominee for election as a director;
              (18) Any security holder named in response to Item 11 hereof; and
              (19) Any member of the immediate family (including spouse,
           parents, children, siblings and in-laws) of any person named
           in paragraphs (1), (2) or (3) of this Item 12(a).

 (b), (c), (d)  Not applicable.


Item 13.   Exhibits and Reports of Form 8-K

(a)   Exhibits

3.1   Certificate of Incorporation and amendments thereto filed on August 9,
     1976 and May 15, 1978.   Exhibit 3(a) to the Company's Registration
      Statement on Form 10, File No. 0-17629 (the "Form 10"), is hereby
      incorporated by reference.

3.2   Certificate of Amendment to Certificate of Incorporation filed December
      9, 1996. Exhibit 3(a) to the Company's Annual Report on Form 10-KSB for
      the fiscal year ended March 31, 1997 is hereby incorporated by
      reference.

3.3   By-Laws. Exhibit 3(b) to the Form 10 is hereby incorporated by
      reference.

4.1   Warrant issued to the Global Opportunity Fund Inc. Exhibit 4.1 to
      Amendment No. 1 to the Company's Annual Report on Form 10-KSB for the
      fiscal year ended March 31, 1998 is hereby incorporated by reference.

4.2   Warrant issued to Heiko H. Thieme.*

9.1   Trust Agreements of November 7, 1980 by and between Dr. Alfonso Di Mino
      et al.  Exhibit 9 to the Company's Annual Report on Form 10-KSB for the
      fiscal year ended March 31, 1993 is hereby incorporated by reference.

10.1  Memorandum of Lease by and between the Company and Cresskill Industrial
      Park III dated as of August 26, 1993. Exhibit 10(a) to the Company's
      Annual Report on Form 10-KSB for the fiscal year ended March 31, acquired
      by Mr. Friedlander upon exercise of an option, and (c) 2,896,600 shares
      of Common Stock owned by Friedlander International Limited.

10.2  Agreement of July 8, 1987 by and between Donna Di Mino, Dr. Alfonso Di
      Mino, et al. Exhibit 10(q) to the Company's Annual Report on Form 10-KSB
      for the fiscal year ended March 31, 1993 is hereby incorporated by
      reference.

10.3  Agreement of June 9, 1992 by and between Advent Medical Technology, Inc.
      and Arthritic Relief Centers, Inc.  Exhibit 2 to the Company's Current
      Report on Form 8-K dated June 9, 1992 is hereby incorporated by
      reference.

10.4  Agreement of June 9, 1992 by and between Advent Medical Technology, Inc.
      and Vet Sonotron Systems, Inc.  Exhibit 3 to the Company's Current
      Report on Form 8-K dated June 9, 1992 is hereby incorporated by
      reference.

10.5  Amendment to Agreement of March 16, 1993 by and between Arthritic Relief
      Centers, Inc. and Advent Medical Technology, Inc. Exhibit 10(k) to the
      Company's Annual Report on Form 10-KSB for the fiscal year ended March
      31, 1993 is hereby incorporated by reference.

10.6  Voting Agreement of March 16, 1993 by and between Vet Sonotron Systems,
      Inc. and Advent Medical Technology, Inc. Exhibit 10(l) to the Company's
      Annual Report on Form 10-KSB for the fiscal year ended March 31, 1993 is
      hereby incorporated by reference.

10.7  Voting Agreement of March 16, 1993 by and between Arthritic Relief
      Centers, Inc. and Advent Medical Technology, Inc. Exhibit 10(m) to the
      Company's Annual Report on Form 10-KSB for the fiscal year ended March
      31, 1993 is hereby incorporated by reference.

10.8  Agreement for Sale of Stock Between the Company, James C. Wickstead and
      Thomas Petrie.  Exhibit 10.10 to Amendment No. 1 to the Company's Annual
      Report on Form 10-KSB for the fiscal year ended March 31, 1998 is hereby
      incorporated by reference.

10.9  Employment Agreement of November 26, 1997 between Thomas Petrie and
      Precision Assembly Corp.  Exhibit 10.11 to Amendment No. 1 to the
      Company's Annual Report on Form 10-KSB for the fiscal year ended March
      31, 1998 is hereby incorporated by reference.

10.10 Asset Purchase Agreement of May 27, 1998 by and among
      Electropharmacology, Inc., AA Northvale Medical Associates, Inc.
      Exhibit 10.12 to Amendment No. 1 to the Company's Annual Report on Form
      10-KSB for the fiscal year ended March 31, 1998 is hereby incorporated
      by reference.

10.11 Subscription Agreement of March 31, 1998 between the Company and The
      Global Opportunity Fund Limited. Exhibit 10.13 to the Company's Annual
      Report on Form 10-KSB for the fiscal year ended March 31, 1998 is hereby
      incorporated by reference.

10.12 Consulting Agreement, dated May 15, 1998, by and between the Company and
      Wharton Capital Corp.  Exhibit 99.1 to the Company's Registration
      Statement on Form S-8, File. No.  333-57823, is hereby incorporated by
      reference.

21.1  Subsidiaries of the Company, Exhibit 21.1 to the Company's Annual Report
      on Form 10-KSB for the fiscal year ended March 31, 1998 is hereby
      incorporated by reference.

23.1  Consent of Kaufman, Rossin & Co. *

27    Financial Data Schedule. *
 _________________________
 *   Filed herewith.

(b)   Reports on Form 8-K

                 Not applicable

                               SIGNATURES

 In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                     ADM TRONICS UNLIMITED, INC.

                                  By:  /s/ Dr. Alfonso Di Mino
Dated:  July 13, 1999                      Dr. Alfonso Di Mino, President

 In accordance with the Exchange Act this report has been signed below by
the following persons on behalf of the registrant and in the capacities and
on the dates indicated:

Signatures                            Title                  Date
/s/Dr. Alfonso Di Mino    Chief Executive Officer            7/13/99
                          and Director

/s/Andre' Di Mino         Principal Financial and            7/13/99
                          Accounting Officer and Director

/s/Vincent Di Mino        Director                           7/13/99

John Berenyi              Director

Dr. Harold Gelb           Director

/s/Thomas Petrie          Director                            7/13/99









EXHIBIT 4.2    Warrant Issued to Heiko H. Thieme

THIS WARRANT AS WELL AS THE COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED(THE "ACT"), AND MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED UNDER
THE ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE.

   Void after 5:00 P.M., New York City Time, on December 31, 2002 (the
                           "Termination Date")

       WARRANT TO PURCHASE 3,000,000 SHARES OF THE COMMON STOCK OF

                        ADM TRONICS UNLIMITED, INC.

This is to Certify That, FOR VALUE RECEIVED, HEIKO H. THIEME (the "Holder"), is
entitled to purchase, subject to the provisions of this Warrant, from ADM
TRONICS UNLIMITED, INC., a Delaware corporation (the "Company"), 3,000,000
shares of the Common Stock of the Company, $.0005 par value (the "Common
Stock"), at a price of $.375 per share at any time or from time to time from the
date hereof until 5:00 P.M., New York City Time on December 31, 2000 and
thereafter at a price of $.50 per share at any time or from time to time until
5:00 P.M., New York City Time on  the Termination Date. The number of shares to
be received upon the exercise of this Warrant and the price to be paid for each
such share may be adjusted from time to time as hereinafter set forth. The
shares deliverable upon such exercise, and as adjusted from time to time, are
hereinafter sometimes referred to as "Warrant Shares" and the exercise price of
this Warrant as in effect at any time as adjusted from time to time is
hereinafter sometimes referred to as the "Exercise Price."

SECTION 1.      EXERCISE OF WARRANT.

This Warrant may be exercised in whole or in part at any time or from time to
time during the period commencing on the date hereof and terminating at
5:00 P.M., New York City Time, on the Termination Date (the "Exercise Period")
provided, however, that (i) if  the Termination Date is a day on which banking
institutions in the State of New York are authorized by law to close, then on
the next succeeding day which shall not be such a day, and (ii) in the event of
any merger, consolidation or sale of substantially all the assets of the Company
resulting in any distribution to the Company's stockholders on or before the
Termination Date, the Holder shall have the right to exercise this Warrant
commencing at such time through the Termination Date which shall entitle the
Holder to receive, in lieu of Warrant Shares, the kind and amount of securities
and property (including cash) receivable by a holder of the number of shares of
Warrant Shares into which this Warrant might have been exercisable immediately
prior thereto.  For purposes of this Warrant, the term "Warrant Shares" shall
include such securities and property.  This Warrant may be exercised by
presentation and surrender hereof to the Company at its principal office, or at
the office of its stock transfer agent, if any, with the Purchase Form annexed
hereto duly executed and accompanied by payment of the Exercise Price for the
number of Warrant Shares specified in such form. Such payment may be made, at
the option of the Holder, by check or wire transfer As soon as practicable after
each such exercise of the Warrant, but not later than two business days from the
date of such exercise, the Company shall issue and deliver to the Holder a
certificate or certificates representing the Warrant Shares issuable upon such
exercise, registered in the name of the Holder or the Holder's designee. If this
Warrant should be exercised in part only, the Company shall, upon surrender of
this Warrant for cancellation, execute and deliver a new Warrant evidencing the
rights of the Holder thereof to purchase the balance of the Warrant Shares
purchasable thereunder. Upon receipt by the Company of this Warrant at its
office, or by the stock transfer agent of the Company at its office, in proper
form for exercise, the Holder shall be deemed to be the holder of record of the
Warrant Shares issuable upon such exercise, notwithstanding that the stock
transfer books of the Company shall then be closed or that certificates
representing such shares shall not then be physically delivered to the Holder.



SECTION 2.      RESERVATION OF SHARES.

The Company shall at all times reserve for issuance and/or delivery upon
exercise of this Warrant such number of Warrant Shares as shall be required for
issuance and delivery upon exercise of this Warrant.

SECTION 3.      FRACTIONAL SHARES.

No fractional shares or scrip representing fractional shares shall be issued
upon the exercise of this Warrant. With respect to any fraction of a share
called for upon any exercise hereof, the Company shall pay to the Holder an
amount in cash equal to such fraction multiplied by the current market value of
a share, determined as follows:

 (a)  If the Common Stock is listed on a national securities exchange or
admitted to unlisted trading privileges on such exchange or listed for trading
on NASDAQ, the current market value shall be the last reported sale price of the
Common Stock on such exchange or system on the last business day prior to the
date of exercise of this Warrant or if no such sale is made on such day, the
average of the closing high bid and low asked prices for such day on such
exchange or system; or

 (b)  If the Common Stock is not so listed or admitted to unlisted trading
privileges but bid and asked prices are reported by the National Quotation
Bureau, Inc. or any successor thereto, the current market value shall be the
average of last reported high bid and low asked prices reported by the National
Quotation Bureau, Inc. on the last business day prior to the date of the
exercise of this Warrant; or

 (c)  If the Common Stock is not so listed or admitted to unlisted trading
privileges and bid and asked prices are not so reported, the current market
value shall be an amount, the book value of a share thereof as at the end of the
fiscal quarter of the Company ending immediately prior to the date of the
exercise of the Warrant.

SECTION 4. EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.

This Warrant is exchangeable, without expense, at the option of the Holder, upon
presentation and surrender hereof to the Company or at the office of its stock
transfer agent, if any, for other warrants of different denominations entitling
the holder thereof to purchase in the aggregate the same number of shares of
Common Stock purchasable hereunder. The term "Warrant" as used herein includes
any Warrants into which this Warrant may be divided or exchanged. Upon receipt
by the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and (in the case of loss, theft or
destruction) of reasonably satisfactory indemnification, and upon surrender and
cancellation of this Warrant, if mutilated, the Company will execute and deliver
a new Warrant of like tenor and date. Any such new Warrant executed and
delivered shall constitute an additional contractual obligation on the part of
the Company, whether or not this Warrant so lost, stolen, destroyed, or
mutilated shall be at any time enforceable by anyone.

SECTION 5.      RIGHTS AND LIABILITIES OF THE HOLDER.

The Holder shall not, by virtue hereof, be entitled to any rights of a
shareholder in the Company, either at law or equity, and the rights of the
Holder are limited to those expressed in the Warrant and are not enforceable
against the Company except to the extent set forth herein. No provision of this
Warrant, in the absence of affirmative action by the Holder to purchase the
Warrant Shares, and no mere enumeration herein of the rights or privileges of
the Holder, shall give rise to any liability of the Holder for the Exercise
Price or as a shareholder of the Company, whether such liability is asserted by
the Company or by creditors of the Company.

SECTION 6.      ADJUSTMENTS, NOTICE PROVISIONS AND RESTRICTIONS ON ISSUANCE OF
                ADDITIONAL SECURITIES.

SECTION 6.1          Adjustment of Exercise Price.  The Exercise Price in
effect from time to time shall be subject to adjustment, as follows:

 (a)  In case the Company shall (i) declare a dividend or make a
distribution on the outstanding shares of its capital stock that is payable in
shares of its Common Stock, (ii) subdivide, split or reclassify the outstanding
shares of its Common Stock into a greater number of shares, or (iii) combine or
reclassify the outstanding shares of its Common Stock into a smaller number of
shares, the Exercise Price in effect immediately after the record date for such
dividend or distribution or the effective date of such subdivision, combination
or reclassification shall be adjusted so that it shall equal the price
determined by multiplying the Exercise Price in effect immediately prior thereto
by a fraction, of which the numerator shall be the number of shares of Common
Stock outstanding immediately before such dividend, distribution, split,
subdivision, combination or reclassification, and of which the denominator shall
be the number of shares of Common Stock outstanding immediately after such
dividend, distribution, split, subdivision, combination or reclassification. Any
shares of Common Stock issuable in payment of a dividend shall be deemed to have
been issued immediately prior to the record date for such dividend for purposes
of calculating the number of outstanding shares of Common Stock of the Company
under this Section 6. Such adjustment shall be made successively upon the
occurrence of each event specified above.

 (b)  In case the Company fixes a record date for the issuance to holders
of its Common Stock of rights, options, warrants or convertible or exchangeable
securities generally entitling such holders to subscribe for or purchase shares
of Common Stock at a price per share less than the Current Market Price (as such
term is defined in Subsection 6.1(d) hereof) per share of Common Stock on such
record date, the Exercise Price shall be adjusted immediately thereafter so that
it shall equal the price determined by multiplying the Exercise Price in effect
immediately prior thereto by a fraction, of which the numerator shall be the
number of shares of Common Stock outstanding on such record date plus the number
of shares of Common Stock which the aggregate offering price of the total number
of shares of Common Stock so offered would purchase at the Current Market Price
per share, and of which the denominator shall be the number of shares of Common
Stock outstanding on such Record Date plus the number of additional shares of
Common Stock offered for subscription or purchase. Such adjustment shall be made
successively on each date whenever a record date is fixed.

 (c)  In case the Company fixes a record date for the making of a
distribution to all holders of shares of its Common Stock (i) of shares of any
class of capital stock other than its Common Stock or (ii) of evidences of its
indebtedness or (iii) of assets (other than dividends or distributions referred
to in Subsection 6.1(a) hereof) or (iv) of rights, options, warrant or
convertible or exchangeable securities (excluding those rights, options,
warrants or convertible or exchangeable securities referred to in Subsection
6.1(b) hereof), then in each such case the Exercise Price in effect immediately
thereafter shall be determined by multiplying the Exercise Price in effect
immediately prior thereto by a fraction, of which the numerator shall be the
total number of shares of Common Stock outstanding on such record date
multiplied by the Current Market Price (as such term is defined in Subsection
6.1(d) hereof) per share on such record date, less the aggregate fair value as
determined in good faith by the Board of Directors of the Company of said shares
or evidences of indebtedness or assets or rights, options, warrants or
convertible or exchangeable securities so distributed, and of which the
denominator shall be the total number of shares of Common Stock outstanding on
such record date multiplied by such Current market Price per share. Such
adjustment shall be made successively each time such a record date is fixed. In
the event that such distribution is not so made, the Exercise Price then in
effect shall be readjusted to the Exercise Price which would then be in effect
if such record date had not been fixed.

 (d)  For the purpose of any computation under Subsection 6.1(a), 6.1(b)
or 6.1(c) hereof, the "Current Market Price" per share at any date (the
"Computation Date") shall be deemed to be the average of the daily current
market value of the Common Stock as determined in accordance with the provisions
of Section 3 hereof over twenty consecutive trading days ending the trading day
before such date; provided, however, upon the occurrence, prior to the
Computation Date, of any event described in Subsections 6.1(a), 6.1(b) or 6.1(c)
which shall have become effective with respect to market transactions at any
time (the "Market-Effect Date") on or after the beginning of such 20-day period,
the current market value, as determined in accordance with the provisions of
Section 3 hereof for each trading day preceding the Market-Effect Date shall be
adjusted, for purposes of calculating such average, by multiplying such Closing
Price by a fraction the numerator of which is the Exercise Price as in effect
immediately after the Market-Effect Date and the denominator of which is the
Exercise Price immediately prior to the Market-Effect Date, it being understood
that the purpose of this proviso is to ensure that the effect of such event on
the market price of the Common Stock shall, as nearly as possible, be eliminated
in order that the distortion in the calculation of the Current Market Price may
be minimized.

 (e)  All calculations under this Section 6.1 shall be made to the nearest
cent.

SECTION 6.2          Adjustment of Number of Shares.  Upon each adjustment of
the Exercise Price pursuant to Subsection 6.1 hereof, this Warrant shall
thereupon evidence the right to purchase, in addition to any other securities
to which the Holder is entitled to purchase, that number of Warrant Shares
(calculated to the nearest one-hundred thousandth of a share) obtained by
multiplying the number of shares of Common Stock purchasable upon exercise of
the Warrant immediately prior to such adjustment by the Exercise Price in effect
immediately prior to such adjustment and dividing the product so obtained by the
Exercise Price in effect immediately after such adjustment.

SECTION 6.3          Verification of Computations.  The Company may select a
firm of independent public accountants, which may be the Company's independent
auditors, and which selection may be changed from time to time, to verify the
computations made in accordance with this Section 6. The certificate, report of
other written statement of any such firm shall be conclusive evidence of the
correctness of any computation made under this Section 6. Promptly upon its
receipt of such certificate, report or statement from such firm of independent
public accountants, the Company shall deliver a copy thereof to the Holder.

SECTION 6.4          Warrant Certificate Amendments.  Irrespective of any
adjustments pursuant to this Section 6, Warrant Certificates theretofore or
thereafter issued need not be amended or replaced, but Warrant Certificates
thereafter issued shall bear an appropriate legend or other notice of any
adjustments and which legend and/or notice has been provided by the Company to
the Holder, provided the Company may, at its option, issue new Warrant
Certificates evidencing Warrants in the form attached hereto to reflect any
adjustment in the Exercise Price and the number of Warrant Shares evidenced by
such Warrant Certificates and deliver the same to the Holder in substitution for
existing Warrant Certificates.

SECTION 7.      OFFICER'S CERTIFICATE.

Whenever the Exercise Price, the number of Warrant Shares underlying this
Warrant or either of them shall be adjusted as required by the provisions of the
foregoing Section, the Company shall forthwith file in the custody of its
Secretary or an Assistant Secretary at its principal office and with its stock
transfer agent, if any, an officer's certificate showing the adjusted Exercise
Price and number of Warrant shares determined as herein provided, setting forth
in reasonable detail the facts requiring such adjustment, including a statement
of the number of additional shares of Common Stock, if any, and such other facts
as shall be necessary to show the reason for and the manner of computing such
adjustment. Each such officer's certificate shall be made available at all
reasonable times for inspection by the Holder or any holder of a Warrant
executed and delivered pursuant to Section 1 hereof and the Company shall,
forthwith after each such adjustment, mail a copy by certified mail of such
certificate to the Holder or any such holder.

SECTION 8.      NOTICES TO WARRANT HOLDERS.

So long as this Warrant shall be outstanding, (i) if the Company shall pay any
dividend or make any distribution upon the Common Stock, (ii) if the Company
shall offer to the holders of its Common Stock rights to subscribe for,
purchase, or exchange property for any shares of any class of stock, or any
other rights or options or (iii) if any capital reorganization of the Company,
reclassification of the capital stock of the Company, consolidation or merger
of the Company with or into another corporation, sale, lease or transfer of all
or substantially all of the property and assets of the Company to another
corporation, or voluntary or involuntary dissolution, liquidation or winding up
of the Company shall be effected, then in any such case, the Company shall cause
to be sent by overnight mail or courier service to the Holder, at least fifteen
days prior to the date specified in (x) or (y) below, as the case may be, a
notice containing a brief description of the proposed action and stating the
date on which (x) a record is to be taken for the purpose of such dividend,
distribution or subscription rights, or (y) such reclassification,
reorganization, consolidation, merger, conveyance, lease, dissolution,
liquidation or winding up is to take place and the date, if any is to be fixed,
as of which the holders of Common Stock or other securities shall receive cash
or other property deliverable upon such reclassification, reorganization,
consolidation, merger, conveyance, dissolution, liquidation or winding up.

SECTION 9.      RECLASSIFICATION, REORGANIZATION OR MERGER.

In case of any reclassification, capital reorganization or other change of
outstanding shares of Common Stock of the Company, or in case of any
consolidation or merger of the Company with or into another corporation (other
than a merger with a subsidiary in which merger the Company is the continuing
corporation and which does not result in any reclassification, capital
reorganization or other change of outstanding shares of Common Stock of the
class issuable upon exercise of this Warrant) or in case of any sale, lease or
conveyance to another corporation of the property of the Company as an entirety
(collectively such actions being hereinafter referred to as "Reorganizations"),
the Company shall, as a condition precedent to such Reorganization transaction,
cause effective provisions to be made so that the Holder shall have the right
thereafter by exercising this Warrant at any time prior to the expiration of the
Warrant, to receive in lieu of the amount of securities otherwise deliverable,
the kind and amount of shares of stock and other securities and property
receivable upon such Reorganization by a holder of the number of shares of
Common Stock which might have been purchased upon exercise of this Warrant and
the warrants included in the Shares immediately prior to such Reorganization.
Any such provision shall include provision for adjustments which shall be as
nearly equivalent as may be practicable to the adjustments provided for in this
Warrant. The foregoing provisions of this Section 9 shall similarly apply to
successive Reorganizations.

SECTION 10.          ISSUE TAX.

The issuance of certificates representing the Warrant Shares upon the exercise
of this Warrant as well as securities underlying the Share Warrants shall be
made without charge to the Holder for any issuance tax in respect thereof.

SECTION 11.          GOVERNING LAW, JURISDICTION AND VENUE.

This Warrant shall be governed by and construed and enforced in accordance with
the laws of the State of New Jersey. The Company hereby consents to the
exclusive jurisdiction and venue of the courts of the State of New Jersey
located in Bergen County, New Jersey with respect to any matter relating to this
Warrant and the performance of the Company's obligations hereunder and the
Company hereto hereby further consents to the personal jurisdiction of such
courts.  Any action suit or proceeding brought by or on behalf of the Company
relating to such matters shall be commenced, pursued, defended and resolved only
in such courts and any appropriate appellate court having jurisdiction to hear
an appeal from any judgment entered in such courts.

 ADM TRONICS UNLIMITED, INC.

 By:/s/Andre' Di Mino

Dated: March 16, 1999




































EXHIBIT 23.1    Consent of Kaufman, Rossin & Co.



                CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 filed on June 26, 1998 (No. 333-57823, July 9, 1998 (No.
333-58821, August 24, 1998 (No. 333-62165) and October 23, 1998 (No. 333-66023)
and on Form S-3, as amended on February 12, 1999 (No. 333-65709), by ADM Tronics
Unlimited, Inc. of our report dated June 11, 1999 which appears in its annual
report on Form 10-KSB for the fiscal year ended March 31, 1999.




                                       /s/ Kaufman, Rossin & Co.
                                           KAUFMAN, ROSSIN & CO.





Miami, Florida
July 14, 1999




































EXHIBIT 27     Financial Data Schedule