SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C.  20549

                                       FORM 10-KSB/A
                                     (Amendment No.  2)

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

      For the fiscal year ended March 31, 2005

                                       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 number: 1-17629


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


          Delaware                                  22-1896032
      (State or Other Jurisdiction               (I.R.S. Employer
       of Incorporation or Organization)          Identification No.)




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


                                  (201) 767-6040
                           (Issuer's Telephone Number)

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

     Title of Each Class        Name of Each Exchange on which Registered
           None                                None

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

                        Common Stock, $.0005 par value
                              (Title of Class)


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 such filing requirements for the past 90 days.
YES[X] NO[_]

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

The issuer's revenues for its most recent fiscal year were approximately
$1,382,113.

The aggregate market value of the issuer's common stock, par value $.0005 per
share (the "Common Stock"), held by non-affiliates of the issuer as of June
29, 2005, based on the average of the closing bid and asked prices of $0.285,
for such shares on such date, was approximately $7,200,000.  For purposes of
such calculation, shares of Common Stock held by each executive officer and
director and by each person who owns more than 5% of the outstanding shares of
Common Stock have been excluded in that such persons may be deemed to be
affiliates.  This determination of affiliate status is not
necessarily a conclusive determination for other purposes.

The number of shares of the Common Stock outstanding as of June 29, 2005 was
53,882,037.

Documents Incorporated by Reference:

Not applicable.


Transitional Small Business Disclosure Format (check one): Yes [_] No [X]




EXPLANATORY NOTE

This Amendment No. 2 on Form 10-KSB/A to the Annual Report on Form 10-KSB (the
"Annual Report") of ADM Tronics Unlimited, Inc. (the "Company" or "ADM") filed
with the Securities and Exchange Commission (the "SEC") on July 14, 2005 and
amended on December 9, 2005, is filed to clarify the beneficial ownership of
the securities of the Company and to resubmit the audit opinion of the
Company's independent accountants which includes an additional paragraph
regarding the restatement of the Company's financial statements.  The Company
is amending and restating in its entirety Item 7 of Part II and Item 11 of
Part III of the Annual Report.  Except as described above, no other amendments
are being made to the Annual Report.  This Form 10-KSB/A does not reflect
events occurring after the July 14, 2005 filing of our Annual Report or modify
or update the disclosure contained in the Annual Report in any way other than
as required to reflect the amendments discussed above and reflected below.

Unless otherwise indicated in this prospectus, references to "we," "us," "our"
or the "Company" refer to ADM Tronics Unlimited, Inc. and its subsidiaries.


Part II

Item 7.       Financial Statements

                  ADM TRONICS UNLIMITED, INC. AND SUBSIDIARIES
                                 MARCH 31, 2005

                                    I N D E X


		 Page No.

FINANCIAL STATEMENTS:
     Report of Independent Registered Public Accounting Firm        F-1
     Consolidated Balance Sheet as of March 31, 2005                F-2
     Consolidated Statements of Operations
        For the Years Ended March 31, 2005 and 2004
	F-3
     Consolidated Statements of Changes in
        Stockholders' Equity (Deficiency)
           For the Years Ended March 31, 2005 and 2004              F-4
     Consolidated Statements of Cash Flows
        For the Years Ended March 31, 2005 and 2004                 F-5
     Notes to Consolidated Financial Statements                  	F-6/F-19



THE  FOLLOWING REPORT IS A COPY OF A REPORT PREVIOUSLY ISSUED BY WEINICK
SANDERS LEVENTHAL & CO., LLP AND HAS NOT BEEN REISSUED BY WEINICK SANDERS
LEVENTHAL & CO., LLP.

            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying consolidated balance sheet of ADM Tronics
Unlimited, Inc. and subsidiaries as of March 31, 2005, and the related
consolidated statements of operations, changes in stockholders' equity
(deficiency), and cash flows for the years ended March 31, 2005 and 2004.
These consolidated financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States).  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, 2005, and the results
of their operations and their cash flows for the years ended March 31, 2005
and 2004, in conformity with United States generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 2 to the
financial statements, the Company has suffered recurring losses from
operations and has a stockholders' deficiency that raise substantial doubt
about its ability to continue as a going concern.  Management's plans in
regard to these matters are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.

/s/ Weinick Sanders Leventhal & Co., LLP

New York, New York
July 13, 2005


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying restated balance sheets of ADM Tronics
Unlimited, Inc. and Subsidiaries as of March 31, 2005, and the related
restated consolidated statements of operations, changes in stockholders'
equity (deficiency), and cash flows for the year ended March 31, 2005. These
financial statements are the responsibility of the company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). 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
audit provides 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, 2005, and the results
of their operations and their cash flows for the year ended March 31, 2005, in
conformity with accounting principles generally accepted in the United States
of America.

As discussed in Note 1r to the financial statements, the March 31, 2005
financial statements have been restated primarily to record a beneficial
conversion feature related to the Company's convertible notes payable and an
additional discount related to the fair value of warrants issued with the
debt.

The accompanying financial statements have been prepared assuming that the
company will continue as a going concern.  As discussed in note 2 to the
financial statements, the company has suffered recurring losses from
operations and has a stockholders deficiency that raises substantial doubt
about its ability to continue as a going concern.  Management's plans in
regard to these matters are also described in Note 2. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

Raich Ende Malter & Co. LLP

East Meadow, New York
October 26, 2005




                                       F-1





                  ADM TRONICS UNLIMITED, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2005
                                   (RESTATED)

                                     ASSETS

Current assets:
  Cash and cash equivalents                                  $3,011,631
  Accounts receivable - trade, less allowance
    for doubtful accounts of $72,593                            102,691
  Inventories:
    Raw materials and supplies                                  124,393
    Finished goods                                              248,324
  Prepaid expenses                                              283,048
  Other current assets                                           36,248
                                                             ----------
        Total current assets                                 $3,806,335

  Property and equipment - at cost, net of
    accumulated depreciation of $271,188                         40,550

  Equipment in use and under lease agreements - at cost,
    net of accumulated depreciation of $832,059                  51,791

  Inventory - long term portion                                 287,582

  Loan receivable from officer, bearing interest
    at 3% per annum, unsecured                                   49,188

  Deferred financing costs, net of accumulated
    amortization of $127,644	                                  823,564

  Other assets                                                  238,053
                                                              ----------

        Total assets                                         $5,297,063
                                                              ==========

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
  Accounts payable                                           $  172,978
  Accrued expenses and other current liabilities                299,790
                                                             ----------
        Total current liabilities                            $  472,768

Long-term debt:
  Warrants issued with registration rights                    1,449,326
  6% unsecured notes payable - long-term,                     6,087,500
  Discount on unsecured notes payable                        (2,628,219)
                                                             ----------
        Total long-term debt                                  4,908,607

Commitments and contingencies                                        --

Stockholders' deficiency:
  Preferred stock, $.01 par value, 5,000,000 shares
   authorized                                                        --
  Common stock, $.0005 par value, 150,000,000 shares
    authorized; 53,882,037 shares issued and outstanding         26,941
  Capital in excess of par value                              9,391,972
  Deferred compensation                                      (  327,615)
  Accumulated deficit                                        (9,175,610)
                                                             ----------
         Total stockholders' deficiency                      (   84,312)
                                                             ----------
        Total liabilities and stockholders' deficiency       $5,297,063
                                                             ==========


          See accompanying notes to consolidated financial statements.


                                      F-2




                  ADM TRONICS UNLIMITED, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended
March 31,
                                                   2005              2004
                                                (RESTATED)
Revenues:
  Sales                                       $    955,438      $    999,282
  Rental income                                    330,636           106,085
  Other income (including interest income)          96,039            57,889

Total revenues                                   1,382,113         1,163,256

Costs and expenses:
  Cost of sales                                    530,872           528,569
  Depreciation and amortization of property
  and equipment and equipment in use and under
  lease agreements                                 139,213           146,717
  Salaries and officer's compensation              609,365           189,569
  Research and development                         270,894                --
  Write-off of investments                              --            52,259
  Selling, general and administrative            2,048,935           379,780
  Interest expense                                 154,756             8,100
  Amortization of debt discount                    180,052                --
  Change in fair value of warrant liability        581,749                --

Total costs and expenses                         4,515,836         1,304,994

Net loss                                      ($ 3,133,723)     ($   141,738)

Weighted average number
  of common shares outstanding                  52,548,704        51,007,037

Net loss per share, basic and diluted         ($      0.06)     $       0.00

          See accompanying notes to consolidated financial statements.

                                       F-3
















<TABLE>
<CAPTION>
                        ADM TRONICS UNLIMITED, INC. AND SUBSIDIARIES
     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
                   FOR THE YEARS ENDED MARCH 31, 2005 and 2004
                                      (Restated)

              Preferred    Common
               Shares      Shares
              5,000,000  150,000,000
             Authorized  Authorized         Capital in
              $.01 Par   $.0005 Par   Par  Excess of Par  Def'd  Accumulated
                Value     Value     Value     Value       Comp       Deficit  Total
<S>          <C>       <C>         <C>     <C>         <C>       <C>          <C>
Balance at
April 1, 2003   --     50,382,037  $25,191 $6,773,724   $    --   ($5,900,149) $898,766

Issuance of
common stock    --      1,500,000      750     14,250        --            --    15,000

Valuation of
 920,000 shares
 issued by
 subsidiary     --             --       --     73,600   (69,600)           --     4,000

Net loss        --             --       --         --        --      (141,738) (141,738)

Balance
March 31, 2004  --     51,882,037   25,941  6,861,574   (69,600)   (6,041,887)  776,028


Valuation of
 warrants
 issued to
 underwriter
 for services   --             --      --      67,253        --            --    67,253

Beneficial
 conversion
 feature                                                1,940,694          -- 1,940,694

Issuance of
 warrants                                      294,761  (294,761)          --

Issuance of
 warrants
 for placement
 services                                      208,690                          208,690

Issuance of
 common stock  --      2,000,000     1,000     19,000        --           --     20,000

Amortization of
 deferred
 compensation                                   36,746                           36,746

Net loss       --            --         --         --             (3,133,723)(3,133,723)

Balance -
March 31, 2005
 As restated   --     53,882,037   $26,941 $9,391,972  ($327,615)($9,175,610)  ($84,312)



          See accompanying notes to consolidated financial statements.


                                      F-4
</TABLE>




                  ADM TRONICS UNLIMITED, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                         For the Years Ended
                                                             March 31,
                                                        2005          2004
                                                    (RESTATED)
Cash flows from operating activities:
  Net loss                                         ($3,133,723)  ($  141,738)

Adjustments to reconcile net loss to net cash
    provided by (used in) operating activities:
      Depreciation and amortization 			 143,796       147,475
      Amortization of deferred financing costs          86,884            --
      Amortization of deferred compensation	        36,746            --
      Stock based compensation				  67,253	    	  --
      Amortization of debt discount                    180,052            --
      Change in fair value of warrant liability    	 581,749            --
      Issuance of common stock for services             20,000        14,250
      Other                                             19,148        11,000
      Write-off of investments                              --        52,259
      Increase (decrease) in allowance for doubtful
       accounts                                         43,593       (10,000)
      Increase (decrease) in cash flows as a result
       of changes in asset and liabilities account
       balances:
        Accounts receivable - trade                    (27,851)      (32,811)
        Inventories                                   (105,532)       25,402
        Other current assets                          (286,303)        1,096
        Equipment held for sale                         56,883        16,056
        Other assets                                    (3,446)        4,946
        Accounts payable                                13,180       (40,833)
        Accrued expenses and other current
         liabilities                                   248,450        (8,239)

  Total adjustments                                  1,074,602       180,601

Net cash provided by (used in) operating activities (2,059,121)       38,863

Cash flows from investing activities:
  Repayments of loans by officer                            --          703
  Purchase of equipment, net                           (46,594)          --
  Patent costs incurred                                (49,612)          --

Net cash provided by (used in) investing activities    (96,206)         703

Cash flows from financing activities:
  Issuance of common stock                                  --          750
  Private placements costs incurred                   (742,498)          --
  Registration costs incurred                         (133,125)          --
  Payment of note payable - estate of former
    officer/stockholder                               (135,000)          --
  Proceeds from issuance of unsecured notes payable  6,087,500           --

Net cash provided by financing activities            5,076,877          750

Net increase in cash and cash equivalents            2,921,550       40,316

Cash and cash equivalents - beginning of year           90,081       49,765

Cash and cash equivalents - end of year            $ 3,011,631  $    90,081

Supplemental information:
  Interest paid                                    $   105,890  $        --
  Income taxes paid                                $     3,414  $     3,434

Supplemental disclosure of non-cash operating
  and financing activities:
    Common stock and warrants issued as
     consideration for consulting services         $   449,000  $    87,850

          See accompanying notes to consolidated financial statements.


                                      F-5



                  ADM TRONICS UNLIMITED, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED MARCH 31, 2005 and 2004

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

         (a) Consolidation:

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

         (b) Business Activity:

         The Company is a manufacturer  and  engineering  concern whose
         principal  lines of business are the production and sale of chemical
         products and manufacturing, selling and leasing of medical equipment
         and  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 the United  States,  Australia,  and  Europe.
         Medical  equipment  is  manufactured  in  accordance  with  customer
         specification  on a contract basis.  The medical device product line
         consists principally of proprietary devices used in the treatment of
         joint pain,  postoperative  edema, and tinnitus.  These products are
         sold or leased to customers located in the United States and Asia.

         For the years  ended  March 31,  2005 and 2004,  the  chemical
         product line accounted for approximately 68% and 80% of revenues and
         the medical device product line accounted for  approximately 32% and
         20%, respectively.

         (c) Cash and Cash 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 Company places its cash and money market  investments with
         high  credit  quality  financial  institutions.  At  times,  such
         investments may be in excess of the FDIC insurance limit. At March
         31, 2005, cash balances exceeded FDIC insurance limits by $2,811,631.

         (d) Inventories:

         Inventories  are  stated  at  the  lower  of  cost  (first-in,
         first-out method) or market. Inventory that is expected to be sold
         within one operating cycle (1 year) is classified as a current asset.
         Inventory that is not expected to be sold within 1 year, based on
         historical  trends, is classified as Inventory - long term.

         (e) 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) Sonotron Devices:

         Sonotron  Devices  ("Devices")  are held for sale or lease and
         are included in the consolidated balance sheet under "Inventory -
         long term" and  "Equipment  in use and under lease  agreements"  on a
         specific  identification basis. Unless and 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.

                                       F-7

NOTE    1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. (Continued)

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

         (g) Sofpulse Units:

         Sofpulse Units ("Units"),  an FDA cleared device, are included
         in the  consolidated  balance sheet under  "Equipment held for sale"
         and  "Equipment  in use and under  lease  rental  agreements,"  on a
         specific  identification  basis.  Included in  equipment  in use and
         under lease  agreements  are Sofpulse Units leased to third parties,
         Units  used  internally  and  Units  loaned  out for  marketing  and
         testing.  These Units are depreciated over seven years commencing on
         the date placed in service.

         (h) Other Assets:

         Patents  and  patents  assigned  are  stated  at cost  and are
         included in other assets and are amortized on a straight-line  basis
         over the shorter of their legal or useful  lives (15 to 17 years for
         patents, and 2 years for patents assigned).  Amortization expense is
         expected to be approximately  $10,000 in each of the succeeding five
         years.

         Deferred financing costs of the private placement offering are
         being amortized through the five-year  maturity dates of the related
         unsecured notes payable.

         The valuation of deferred  compensation  related to subsidiary
         shares and warrants issued is being amortized over their  respective
         vesting periods of 5 to 6 years for those shares and warrants.

         (i) Long-lived Assets:

         Long-lived assets, including intangibles,  to be held and used
         are  reviewed  for   impairment   whenever   events  or  changes  in
         circumstances  indicate that the related  carrying amount may not be
         recoverable. If required, impairment losses on assets to be held and
         used are  recognized  based on the  excess of the  asset's  carrying
         value over its fair value. Long-lived assets to be sold are reported
         at the lower of carrying  amount or fair value  reduced by estimated
         disposal costs.

         The  Company has adopted  SFAS No.  144,  "Accounting  for the
         Impairment or Disposal of Long-Lived Assets." The Company's adoption
         of SFAS No. 144 did not have an effect on the  Company's  results of
         operations, cash flows, or financial position.

         (j) Revenue Recognition:

Sales revenues are recognized when products are shipped to end users and
rental and lease revenues are recognized principally on either a monthly or a
pay-per use basis in accordance with individual rental or lease agreements and
are recognized on a monthly basis as earned. Shipments to distributors are
recognized as sales where no right of return exists. This is generally the
case with sales of chemicals. This is generally not the case with sales of the
SofPulse units. The Company recognizes revenue from the sale of the SofPulse
products when the products are shipped to end users.  An increasing amount of
rental revenue is recognized on a fixed monthly recurring basis as product is
utilized by the end-user.  Sales returns have been immaterial.  Lease revenues
through third party distributors have also been immaterial and there have been
no sales through third party distributors. The Company's products are
principally shipped on a "freight collect" basis. Shipping and handling
charges and costs are immaterial.


                                       F-8

NOTE    1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. (Continued)

         Other  income for the year ended  March 31,  2005  consists of
         legal  settlements  of  $64,833,  interest  income  of  $29,106  and
         miscellaneous  income of $2,100.  For the year ended  March 31, 2004
         other income consists of office space rental and technical  services
         of $52,039,  interest income of $1,997 and  miscellaneous  income of
         $3,853.

         (k) Advertising:

         Advertising  (approximately  $138,000  and  $4,000 in 2005 and
         2004,  respectively)  is expensed as incurred  and is included  with
         selling,  general and  administrative  expenses in the  consolidated
         statements of operations.

         (l) 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 loss by the
         weighted  average  number of common  shares  outstanding  during the
         reported periods. The assumed exercise of common stock equivalents
         was not utilized for the year ended March 31, 2005 since the effect
         would be anti-dilutive. There were 50,182,341 common stock
         equivalents at March 31, 2005 and none at March 31, 2004.


         (m) Use of Estimates:

         The  preparation  of financial  statements in conformity  with
         accounting  principles  generally  accepted in the United  States of
         America  requires  management to make estimates and assumptions that
         affect the reported amounts of assets and liabilities and 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.

         (n) Fair Value of Financial Instruments:

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

         The fair value of the officer loan receivable 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.

         (o) Basis of Presentation:

         The financial statements have been prepared in accordance with
         generally  accepted  accounting  principles  in the United States of
         America.

         (p) Minority Interest:

         A  subsidiary,  Ivivi  Technologies,  Inc.  ("Ivivi"),  of the
         Company has a minority interest which owns 31.5% of that company.

         Since the losses  applicable  to the minority  interest in the
         Ivivi subsidiary  exceed the minority interest in the equity capital
         of the subsidiary,  such excess and any further losses applicable to
         the minority interest are charged against the majority interest,  as
         there is no  obligation  of the minority  interest to make good such
         losses.  However,  if future earnings do  materialize,  the majority
         interest  shall be credited to the extent of such losses  previously
         absorbed.


         (q) Research and Development Costs

         Research and development costs are expensed as incurred.


	   (r) Restatement:

The March 31, 2005 financial statements have been restated to record a
beneficial conversion feature related to the Company's convertible notes
payable described in Note 3. The Company has also recorded an additional
discount related to the fair value of warrants issued with the debt. The
result is to increase the total discount on debt to $2,808,271 from $325,000.
Also, the fair value of the warrants has been corrected to reflect a fair
value of $1,449,326 at March 31, 2005 as opposed to $325,000 as previously
reported.

Additionally, the Company issued compensation warrants related to the debt
placement with a fair value of $208,690 and has recorded deferred compensation
of $294,761 related to warrants issued for services. As a result of these
corrections, net loss for the year ended March 31, 2005 has increased by
$809,310, to $3,133,723, and loss per share has increased to $0.06 from $0.04.

Changes to the balance sheet at March 31, 2005 resulting from these
corrections are as follows:



						           As reported         Restated

         Deferred financing costs                  670,498          823,564
         Deferred compensation                     106,880          327,615
         Unamortized debt discount             $   299,000      $ 2,628,219
         Warrants issued with
          registration rights		               325,000        1,449,326
         Capital in excess of par value          7,003,968        9,391,972
         Accumulated deficit                    (8,366,300)      (9,175,610)

         The  financial  statements  as at and for the year ended March
         31, 2004 have been  restated  to reflect  the fair  market  value of
         920,000  shares of IVIVI's  common stock issued in the fourth quarter
         of the fiscal year ended March 31, 2004 to officers,  employees, and
         others in the amount of $73,600, and $4,000  additional  amortization
         of the related  deferred  compensation  for the year ended March 31,
         2004.

                                       F-9
NOTE    1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. (Continued)

(s)Trade Accounts Receivable

Trade accounts receivable are stated at the amount management expects to
collect from outstanding balances. Management provides for probable
uncollectible amounts through a charge to earnings and a credit to a valuation
allowance based on its assessment of the current status of individual
accounts. Balances that are still outstanding after management has used
reasonable collection efforts are written off through a charge to the
valuation allowance and a credit to trade accounts receivable.

(t) Stock Options and Warrants

The Company accounts for its stock-based employee compensation plans using the
intrinsic value based method, under which compensation cost is measured as the
excess of the stock's market price at the grant date over the amount an
employee must pay to acquire the stock. Stock options and warrants issued to
non-employees are accounted for using the fair value based method, under which
the expense is measured as the fair value of the security at the date of grant
based on the Black-Scholes pricing model. A subsidiary of the Company had
578,500 employee stock options outstanding at March 31, 2005 and 2004.

Pro Forma Information

Employee and Director Common Share Purchase Options- Pro forma information
regarding the effects on operations of employee and director common share
purchase options as required by SFAS No. 123 and SFAS No. 148 has been
determined as if the Company's subsidiary had accounted for those options
under the fair value method. Pro forma information is computed using the Black
Scholes method at the date of grant of the options based on the following
assumptions ranges: (1) risk free interest rate of 3.62%; (2) dividend yield
of 0%; (3) volatility factor of the expected market price of our common stock
of 67%; and (4) an expected life of the options of 6 years. The foregoing
option valuation model requires input of highly subjective assumptions.
Because common share purchase options granted to employees and directors have
characteristics significantly different from those of traded options, and
because changes in the subjective input assumptions can materially affect the
fair value of estimates, the existing model does not in the opinion of our
management necessarily provide a reliable single measure of the fair value of
common share purchase options we have granted to our employees and directors.

Pro forma information relating to employee and director common share purchase
options is as follows:

                                            For the Year     For the Year
                                              Ended               Ended
                                             March 31, 2005    March 31, 2004

         Net loss as reported               $(3,133,723)     $  (141,738)
         Current period expense calculated
          under APB 25                                -                -
         Stock compensation calculated
          under SFAS 123                         (9,966)         (12,458)
         Pro forma net loss                 $(3,143,689)     $  (154,196)
         Historical basic and diluted
          loss per share                    $     (0.06)     $      0.00
         Pro forma basic and diluted
          loss per share                    $     (0.06)     $      0.00










         (u) New Accounting Pronouncements:

         In December 2004,  the FASB issued SFAS No.153,  "Exchanges of
         Nonmonetary  Assets,  an amendment of APB Opinion No. 29, Accounting
         for Nonmonetary  Transactions." The amendments made by Statement 153
         are based on the  principle  that  exchanges of  nonmonetary  assets
         should be measured based on the fair value of the assets  exchanged.
         Further,   the  amendments   eliminate  the  narrow   exception  for
         nonmonetary  exchanges of similar  productive  assets and replace it
         with a broader exception for exchanges of nonmonetary assets that do
         not have commercial substance.  Previously, Opinion 29 required that
         the accounting  for an exchange of a productive  asset for a similar
         productive  asset or an  equivalent  interest in the same or similar
         productive asset should be based on the recorded amount of the asset
         relinquished.   Opinion  29  provided  an  exception  to  its  basic
         measurement   principle   (fair  value)  for  exchanges  of  similar
         productive  assets.  The FASB believes that exception  required that
         some nonmonetary exchanges,  although commercially  substantive,  be
         recorded  on  a  carryover  basis.  By  focusing  the  exception  on
         exchanges  that lack  commercial  substance,  the FASB believes this
         statement   produces   financial   reporting  that  more  faithfully
         represents the economics of the transactions.  SFAS 153 is effective
         for  nonmonetary   asset  exchanges   occurring  in  fiscal  periods
         beginning after June 15, 2005. Earlier  application is permitted for
         nonmonetary  asset exchanges  occurring in fiscal periods  beginning
         after  the date of  issuance.  The  provisions  of SFAS 153 shall be
         applied  prospectively.  The Company has evaluated the impact of the
         adoption  of SFAS  153,  and does not  believe  the  impact  will be
         significant  to the  Company's  overall  results  of  operations  or
         financial position.

         In December 2004, the FASB issued SFAS No.123  (revised 2004),
         "Share-Based Payment".  SFAS 123(R) will provide investors and other
         users  of  financial  statements  with  more  complete  and  neutral
         financial  information  by  requiring  that  the  compensation  cost
         relating  to  share-based  payment  transactions  be  recognized  in
         financial  statements.  That cost will be measured based on the fair
         value of the equity or  liability  instruments  issued.  SFAS 123(R)
         covers  a  wide  range  of  share-based  compensation   arrangements
         including share options,  restricted share plans,  performance-based
         awards,  share  appreciation  rights,  and employee  share  purchase
         plans. SFAS 123(R) replaces FASB Statement No. 123,  "Accounting for
         Stock-Based  Compensation",  and  supersedes  APB  Opinion  No.  25,
         "Accounting for Stock Issued to Employees".  SFAS 123, as originally
         issued in 1995, established as preferable a fair-value-based  method
         of accounting for share-based  payment  transactions with employees.
         However,  that statement permitted entities the option of continuing
         to apply the  guidance  in Opinion 25, as long as the  footnotes  to
         financial  statements  disclosed what net income would have been had
         the preferable  fair-value-based  method been used.  Public entities
         (other than those filing as small business issuers) will be required
         to apply SFAS  123(R) as of the first  interim  or annual  reporting
         period that begins  after June 15, 2005.  SFAS 123(R) is  applicable
         for the Company effective the first interim period that starts after
         December  15,  2005.  The  Company has  evaluated  the impact of the
         adoption  of SFAS  123(R),  and  believes  that  the  impact  may be
         significant  to the  Company's  overall  results of  operations  and
         financial  position (a pro forma effect, as estimated by management,
         is disclosed elsewhere in these notes).

               In January  2003,  the FASB  issued  FASB  Interpretation  No.
         ("FIN") 46,  "Consolidation  of Variable  Interest  Entities"  ("FIN
         46"). In December 2003,  FIN 46 was replaced by FASB  interpretation
         No. 46(R)  "Consolidation of Variable Interest  Entities." FIN 46(R)
         clarifies the  application of Accounting  Research  Bulletin No. 51,
         "Consolidated  Financial  Statements," to certain  entities in which
         equity  investors do not have the  characteristics  of a controlling
         financial  interest or do not have sufficient equity at risk for the

                                       F-10

NOTE    1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. (Continued)

         entity to finance its  activities  without  additional  subordinated
         financial  support  from  other  parties.   FIN  46(R)  requires  an
         enterprise  to  consolidate  a  variable  interest  entity  if  that
         enterprise will absorb a majority of the entity's  expected  losses,
         is entitled to receive a majority of the entity's  expected residual
         returns,  or  both.  FIN  46(R)  is  effective  for  entities  being
         evaluated under FIN 46(R) for consolidation no later than the end of
         the first  reporting  period  that ends after  March 15,  2004.  The
         Company does not currently have any variable  interest entities that
         will be impacted by adoption of FIN 46(R).


NOTE    2 - CONTINUATION AS A GOING CONCERN.

               The Company has had  substantial  net losses of $3,133,723 and
         $141,738 for the years ended March 31, 2005 and 2004,  respectively.
         The Company has a  stockholders'  deficiency  of $84,312 at March
         31, 2005. These factors raise substantial doubt about the ability to
         continue as a going  concern.  The  significant  increase in the net
         loss for the year ended  March 31,  2005 is the  result of  expanded
         activities  of Ivivi.  In  anticipation  of expanding  the Company's
         subsidiary  operation,  the Company  raised  $6,087,500 in a private
         placement, (see  Note 3), and at  March  31,  2005 had cash and cash
         equivalents  of $3,011,631  and working  capital of  $3,333,567.

               The  Company's  net loss for the year ended March 31, 2005 has
         been  principally  funded from the net  proceeds  received  from the
         Private  Placement  Offering of the 6% Unsecured  Notes Payable (see
         Note 3).

               The  continuation  of  the  Company  as  a  going  concern  is
         dependent  on  the  Company's  ability  to  increase  revenues,   in
         receiving  additional  financing  from outside  sources  including a
         public  offering of stock of a subsidiary  company,  and a return to
         profitable operations.  Management is pursuing a number of financing
         avenues for the  subsidiary as well as attempting to secure  ongoing
         revenue relationships for the subsidiary's products.


NOTE    3 - PRIVATE PLACEMENT FINANCINGS.

               On  December  1,  2004 and  February  11,  2005,  the  Company
         completed   private   placement   financings   (collectively,    the
         "Placements")  to  "accredited  investors"  only,  consisting  of an
         aggregate  of  $6,087,500  aggregate  principal  amount of unsecured
         convertible  notes  bearing  interest  at an annual  rate of 6%. The
         notes are due at various times from July 2009 through February 2010,
         unless converted  earlier,  and will convert  automatically upon the
         consummation  of a public  offering  into 733,434  shares of Ivivi's
         common stock, subject to adjustment,  plus up to an additional 5,060
         shares of Ivivi's  common  stock for the  payment of interest on the
         notes  through  April  30,  2005 and  3,708  shares  for each  month
         thereafter until the date that Ivivi files a registration  statement
         with the Securities and Exchange  Commission and the offering of its
         common stock is declared  effective,  assuming each holder elects to
         have their  interest  paid in shares of the  Ivivi's  common  stock.
         Interest on the notes is payable  quarterly in cash or shares of our
         common  stock,  at  the  direction  of  the  holder.   In  addition,
         commencing March 1, 2005, with respect to the investors  holding the
         notes issued in the private placement that was completed in December
         2004, and June 30, 2005,  with respect to the investors  holding the
         notes issued in the private placement that was completed in February
         2005,  the  investors  will  have the  additional  right to  receive
         interest  payments in shares of ADM Tronics  common stock in lieu of
         cash or shares of the Ivivi's common stock.  In connection  with the

                                       F-11
NOTE    3 - PRIVATE PLACEMENT FINANCINGS. (Continued)

         issuance of the notes,  Ivivi also issued to the investors  warrants
         to purchase an aggregate of 733,434  shares of Ivivi's  common stock
         at $5.70 per share,  as well as warrants to purchase an aggregate of
         20,991,379  shares of the  common  stock of ADM  Tronics at $.41 per
         share.  Warrants  to  purchase  shares  of ADM Tronic's common stock
         automatically  expire upon the  consummation  of a public  offering.
         Under the terms of the notes sold in the private  placement that was
         completed in December 2004 and February  2005,  the number of shares
         of the Ivivi's  common stock  issuable upon  conversion of the notes
         and  exercise of the  warrants  will  increase by 2% for each 30-day
         period,  or portion thereof,  after March 1, 2005 and June 30, 2005,
         respectively,  that the registration  statement in connection to the
         public  offering of Ivivi's common stock is not declared  effective.
         As a result,  as of April 30, 2005, an  additional  17,530 shares of
         common stock  underlying the notes and 17,530 shares  underlying the
         warrants  will be  issuable  by Ivivi.  Based  upon a Black  Scholes
         Option  Valuation  Model,  the value  attributable  to the  warrants
         issued   in  the   private  placement   through  March 31, 2005  was
         $2,031,075.  Accordingly,  the  notes  payable  were  discounted  by
         $2,808,271. The discount  will be  amortized  over  the  term of the
         notes to their maturity date.

As additional consideration for the purchase of the notes, the Company granted
to the purchasers warrants entitling them to purchase 20,991,379 common shares
at the price of $0.41 per share. These warrants lapse if unexercised after
five years, or upon an effective registration statement of Ivivi.  A
registration rights agreement was executed requiring the Company to register
the shares of its common stock underlying the notes and warrants so as to
permit the public resale thereof.  In accordance with EITF 00-27, a portion of
the proceeds was allocated to the warrant liability based on its fair value,
which totaled $867,577 using the Black-Scholes option pricing model.  The
remaining balance was allocated to the convertible notes and was used to
compute the beneficial conversion feature. The Company attributed a beneficial
conversion feature of $1,940,694 to the convertible notes based upon the
difference between the effective conversion price of those shares and the
closing price of the Company's common shares on the date of issuance.  The
assumptions used in the Black-Scholes model are as follows:  (1) dividend
yield of 0%; (2) expected volatility of 64%, (3) risk-free interest rate
of 1.5%, and (4) expected life of six months. The total debt discount
of $2,808,271 is being amortized over the term of the notes.  During the year
ended March 31, 2005, amortization as interest expense amounted to 180,052.

Since the warrant is a contract requiring settlement through the delivery of
registered shares, and the delivery of such registered shares was not deemed
controllable by the Company, the Company recorded the net value of the
warrants at the date of issuance as a warrant liability on the balance sheet
($867,577) and included the change in fair value from the date of issuance to
March 31, 2005 in other income (expense), in accordance with EITF 00-19,
"Accounting for Derivative Financial Instruments Indexed to, and Potentially
Settled in, a Company's Own Stock".  The fair value of the warrants
was $1,449,326 at March 31, 2005.

Upon a registration statement covering the underlying shares being declared
effective, the fair value of the warrants on that date will be reclassified to
equity.

Ivivi has filed a  Registration  Statement with the  Securities  and Exchange
Commission for the issuance of a portion of its Common Stock.

NOTE    4 - PROPERTY AND EQUIPMENT.

               Property  and  equipment  at March  31,  2005  consist  of the
         following:

                  Machinery and equipment                            $277,225
                  Office furniture and fixtures and equipment          34,513
                                                                     --------
                                                                      311,738
                  Less accumulated depreciation and amortization      271,188
                                                                     --------
                                                                     $ 40,550
                                                                     ========

               Depreciation  and  amortization  on property and equipment for
         the  years  ended  March 31,  2005 and 2004  aggregated  $7,722  and
         $15,268, respectively.











                                       F-12






NOTE    5 - EQUIPMENT IN USE AND UNDER LEASE AGREEMENTS.

               Equipment in use and under lease  agreements at March 31, 2005
         consist of the following:

               Sofpulse Units                                $874,580
               Other Units                                      9,270
                                                             --------
                                                              883,850
               Less accumulated depreciation                  832,059
                                                             --------
                                                             $ 51,791
                                                             ========

               Depreciation  of equipment  in use and under lease  agreements
         for the years ended March 31, 2005 and 2004 aggregated  $131,470 and
         $126,965, respectively.


NOTE    6 - OTHER ASSETS.

         Other assets at March 31, 2005 consist of the following:

         Patents, net of accumulated amortization of $68,227       $   91,320
         Deferred registration costs of filings with the
          Securities and Exchange Commission by Ivivi                 133,125
         Other                                                         13,608
                                                                   $  238,053


         (a)   The  costs  connected  with the  registration  statement
               which is being  filed  with the SEC have been  deferred.
               Such costs  will be  charged  to Paid-In  Capital if the
               Registration  Statement  becomes  effective;  otherwise,
               such costs will be charged to operations.

NOTE    7 - INCOME TAXES.

               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:

                                                        2005         2004
                                                     ---------    ---------
               Tax benefit at U.S. statutory rates  $1,066,000    ($ 48,000)
               Change in valuation allowance        (1,066,000)      48,000
                                                     ---------    ---------
               Income taxes                          $      --    $      --
                                                     =========    =========


                                       F-13


NOTE    7 - INCOME TAXES.  (Continued)

               At March 31,  2005,  the  Company had  deferred  tax assets of
         approximately   $2,753,000   resulting   from  net  operating   loss
         carryforwards.  The  deferred  tax assets are offset by a  valuation
         allowance in the amount of $2,753,000.

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

               The Company and its  subsidiaries  file  consolidated  Federal
         income  tax  returns.   As  of  March  31,  2005,  the  Company  has
         consolidated  net  operating  loss  carryforwards  of  approximately
         $6,883,000 that will expire during the years 2006 through 2024.

NOTE    8 - EMPLOYEE BENEFIT PLAN.

               The  Company  has a 401(k)  Plan  covering  substantially  all
         employees.  Employer  matching  contributions to the plan are at the
         discretion of management.  There were no employer  contributions  to
         the plan for the years ended March 31, 2005 and 2004.

NOTE    9 - COMMITMENTS AND CONTINGENCIES.

         (a) Leases:

               The  Company  leases its office and  manufacturing  facilities
         under non-cancelable operating leases.

               The  approximate  future  minimum  annual  rental  under these
         leases at March 31, 2005 are as follows:

                Years Ending:
               ---------------
               March 31, 2006                   $ 85,000
               March 31, 2007                     85,000
               March 31, 2008                     85,000
               March 31, 2009                     22,000
                                                --------
                                                $277,000
                                                ========

               Other leases are month-to-month.

               Rent expense for all  facilities for the years ended March 31,
         2005 and 2004 was approximately $127,000 and $92,000, respectively.

         (b)   Warranties:

               The  Company's  medical  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, 2005,  no amount has been  accrued for  potential
         warranty costs and such costs are expected to be nominal.

         (c)   Legal Matters:

               i.    The  Company  is  involved,   from  time  to  time,   in
                     litigation and  proceedings  arising out of the ordinary
                     course of business.  There are no pending material legal
                     proceedings or environmental investigations to which the
                     Company  is a party  or to  which  the  property  of the
                     Company is subject.

                                       F-14


NOTE    9 - COMMITMENTS AND CONTINGENCIES.  (Continued)

               ii.   On May 25,  2005,  Ivivi  filed  a  lawsuit  against  an
                     unrelated company and certain individuals. The complaint
                     alleges that certain of Ivivi's confidential information
                     was   disseminated  by  the  individuals  to  the  other
                     company.  Ivivi is seeking  injunctive  relief enjoining
                     the  other   company,   its  agents  and  employees  for
                     preliminary and permanent  injunctions for  compensatory
                     and  punitive   damages,   for  an  accounting  and  for
                     attorney's fees and costs.

                     Ivivi has filed a patent  infringement  suit against the
                     other  company to  protect  its  proprietary  interests.
                     Legal counsel for the other company advised that several
                     documents  were  forwarded  to   intellectual   property
                     counsel of the other company  related to the filing of a
                     patent  infringement  suit  against  ADM Tronics and its
                     subsidiaries.  Based  upon the  foregoing,  there is the
                     possibility  of  litigation  and  counterclaims.  It  is
                     certainly  possible and would not be unexpected  for the
                     other company to file a counterclaim against Ivivi.

               iii.  On  April  30,   2004,   the  Company   entered  into  a
                     termination  agreement  with a  lessor  of  some  of the
                     SofPulse  Units.  The lessor  agreed to pay the  Company
                     $85,000 and return the rental units that were leased. In
                     the opinion of management,  the agreement's  termination
                     did not have a material  adverse effect on rental income
                     of the Company.

               The  Company  believes  that the  ultimate  resolution  of the
         foregoing  matters  will not have a material  adverse  impact on the
         Company's cash flows, financial condition or results of operations.

         (d)   Contractual Agreements:

               i.    On  September  9, 2004 and on October  17,  2004,  Ivivi
                     entered  into  Sponsored  Research  Agreements  with the
                     Montefiore   Medical   Center    ("Montefiore").    Both
                     agreements  support  research  at  Montefiore  in  areas
                     related to Ivivi's  fields of  interest.  The  agreement
                     dated September 9, 2004, is for a period of one year and
                     the committed  funding amount is $28,750.  The agreement
                     dated October 17, 2004 remains in effect until December
                     31, 2009 and the committed  funding  amount is $495,685.
                     The research and  development  costs are being  expensed
                     over a one year period from inception of the agreements.

               ii.   Effective   January  1,  2004,   Ivivi  entered  into  a
                     Consulting Agreement with the Chairman of the department
                     of Plastic Surgery at Montefiore Medical Center pursuant
                     to  which  Ivivi   engaged  the   consultant  to  render
                     consulting  services  to it for a term of six years with
                     automatic one-year renewals.  Pursuant to the consulting
                     agreement, the consultant serves as Medical Director and
                     Chairman of Ivivi's  Medical  Advisory Board and advises
                     Ivivi on technological developments, future clinical and
                     research   applications  and  product   development  and
                     efficacy in the pulsed magnetic frequencies field.

                     In exchange for the  consultant's  consulting  services,
                     the consultant  received 80,000 shares of Ivivi's common
                     stock,  10,000  of  which  vested  immediately  upon the
                     Company's  entering into the  consulting  agreement with
                     him,  17.5% of which  vested on  January 5, 2005 and the
                     remaining  70% of which shall vest in three equal yearly
                     installments  on January 5 of each year from  January 5,
                     2006 through  January 1, 2009.  In  addition,  Ivivi has
                     agreed to pay the  consultant  an annual  bonus  (not to

                                       F-15

NOTE    9 - COMMITMENTS AND CONTINGENCIES.  (Continued)

         (d)   Contractual Agreements: (Continued)

                     exceed  $500,000)  equal  to the  sum of  0.5%  of  that
                     portion  of  Ivivi's  annual  revenues  in excess of $20
                     million and up to $80 million,  0.25% of that portion of
                     Ivivi's annual revenues in excess of $120 million. Ivivi
                     has also agreed to pay the consultant a royalty equal to
                     0.05%  of  revenues   received  for  practicing   and/or
                     commercializing  any "new  inventions"  (as such term is
                     defined in the  agreement)  developed by the  consultant
                     under the agreement.  Bonuses and royalties  payable for
                     the  fiscal  years  ended  March  31,  2006 and 2007 are
                     subject to a cap of 10% of Ivivi's pre-tax profit (after
                     deduction of such bonuses and royalty payments) for such
                     fiscal years.  Bonuses and  royalties  payable under the
                     consulting   agreement   are  also  subject  to  certain
                     adjustments for returns,  allowances or setoffs,  to the
                     consultant's  compliance with the non-compete provisions
                     of  Ivivi's  consulting   agreement  and  certain  other
                     restrictions.

               iii.  On April 1, 2005,  Ivivi entered into an agreement  with
                     Global Medical LLC in which Global will provide  certain
                     management  services  in regard to medical  devices  and
                     products  manufactured,  distributed,  sold or rented by
                     Ivivi.  The term of the agreement  commences  October 1,
                     2005 for a two year period  during  which Global will be
                     paid  a  monthly  fee of  $45,000  and  earn  a  certain
                     percentage  of  each  sale or  rental  Global  makes  of
                     Ivivi's  products.  During  the  term of the  agreement,
                     Ivivi  has  the  right  to  purchase  some or all of the
                     assets  of Global  utilized  in the  performance  of the
                     management  services in exchange for Ivivi's  assumption
                     of certain  on-going  salary  obligations  of Global and
                     Ivivi's issuance of equity securities to Global.

         (e)   Other:

               The Centers for Medicare and Medicaid  Services  have issued a
         National Coverage Determination (NCD) providing coverage for the use
         of the Company's  SofPulse  medical  device for treatment of wounds.
         The issuance of the NCD enables nursing homes, hospitals, physicians
         and rehabilitation  clinics to obtain reimbursement for treatment of
         chronic,  non-healing  wounds with the  Company's  SofPulse  medical
         devices.


NOTE   10 - STOCKHOLDERS' EQUITY.

         (a) Stock Options and Warrants:

               From  time to  time,  the  Company  grants  stock  options  to
         directors, officers and outside consultants.

               A summary of the Company's  stock option  activity and related
         information  for the  years  ended  March 31,  2005 and 2004  is as
         follows:









                                       F-16


NOTE   10 - STOCKHOLDERS' EQUITY.  (Continued)

         (a)Stock Options and Warrants:  (Continued)

                                   Year Ended           Year Ended
                                  March 31, 2005       March 31, 2004

                                    Weighted               Weighted
                                     Average                Average
                                    Exercise               Exercise
                                Options     Price     Options      Price
    Outstanding at beginning
     of year                      --       $ --     5,192,819   $ 0.2927
    Granted                   29,190,962   $0.39       --           --
    Expired                       --         --    (5,192,819)  $(0.2927)
    Outstanding at end
     of year                  29,190,962   $0.39       --           --
    Exercisable at end
     of year                  29,190,962   $0.39       --           --

               IVIVI has  instituted  a stock option plan for the issuance of
         1,500,000  shares.  As of March  31,  2005  and  2004,  751,200  and
         686,500,  respectively,  options were awarded, with 748,800 reserved
         for future issuance.  The option holder, upon receiving the grant is
         immediately vested in 20% of the grant and the option holder earns a
         continuing  vesting right of the  remaining  balance for each of the
         next four years of service  with IVIVI.  The options  have  exercise
         prices ranging from $.10 to $10.00.




                                       F-17









NOTE   10 - STOCKHOLDERS' EQUITY.  (Continued)

         (b)   Common Stock:

               In November 2003, a consulting  company  provided  services to
         the Company valued at $15,000 and acquired 1,500,000  non-registered
         common shares of the Company.

               In January  2004,  a group of  individuals  provided  services
         valued at $73,600 for IVIVI and received  920,000  common  shares of
         Ivivi,  approximately  31.5% of the  subsidiary's  common stock. The
         valuation of the shares is being  amortized over a five year vesting
         period with the fair market  value  having been  credited to paid-in
         capital.

               In December 2004, a consulting  company  provided  services to
         the Company valued at $20,000 and acquired 2,000,000  non-registered
         common shares of the Company.

NOTE   11 - SEGMENT INFORMATION, GEOGRAPHICAL INFORMATION,
            MAJOR CUSTOMERS, AND CREDIT CONCENTRATION.

         (a)   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 1. The Company evaluates  performance on profit or
         loss from operations before income taxes.

     Information about segment operations follows:

Year Ended March 31, 2005       Chemical       Medical           Total
Revenues                      $   876,679    $   409,395     $ 1,286,074
Interest income                     4,161         24,945          29,106
Interest expense                    1,228        153,528         154,756
Depreciation and amortization       8,304        130,909         139,213
Segment income (loss)              96,537     (3,230,260)     (3,133,723)
Segment assets                    934,382      4,362,681       5,297,063
Capital expenditures                              46,594          46,594

Year Ended March 31, 2004       Chemical       Medical           Total
Revenues                      $   887,312    $   218,055     $ 1,105,367
Interest income                     1,997             --           1,997
Interest expense                    8,100             --           8,100
Depreciation and amortization      12,661        134,056         146,717
Segment loss                      101,747       (224,760)       (141,738)
Segment assets                    647,202        500,358       1,147,560



                                       F-18












NOTE   11 - SEGMENT INFORMATION, GEOGRAPHICAL INFORMATION,
            MAJOR CUSTOMERS, AND CREDIT CONCENTRATION.

         (b)   Geographical Information:

               Sales and rentals to unaffiliated customers, based on location
         of customer, is as follows:

                                                      Years Ended March 31,
                                                     2005              2004
                                                   --------          --------
                  Chemical Segment:
                    United States                  $797,020          $813,273
                    Foreign countries                79,659            74,039
                                                   --------          --------
                                                   $876,679          $887,312
                                                   ========          ========
                  Medical Segment:
                    United States                  $338,058          $110,974
                    Asia                             71,337           100,579
                    Other foreign countries              --             6,502
                                                   --------          --------
                                                   $409,395          $218,055
                                                   ========          ========

         (c)   Major Customers:

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

                                                      Years Ended March 31,
                                                     2005              2004
                                                   --------          --------

                  Chemical Segment:
                    Customer A                     $271,124          $255,254
                                                   ========          ========
                    Customer B                     $144,831          $169,281
                                                   ========          ========

                  Medical Segment                  $     --          $     --
                                                   ========          ========



                                       F-19



Part III

Item 11.  Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters

	The following table sets forth information regarding ownership of shares
of Company's common stock, as of June 29, 2005, by (i) each person known to
the Company to be the owner of 5% or more of the Company's common stock (ii)
each director and director nominee of the Company, (iii) each Named Officer,
and (iv) all directors and officers of the Company as a group.  Except as
otherwise indicated, each person and each group shown in the table has sole
voting and investment power with respect to the shares of the Company's common
stock indicated.  For purposes of the table below, in accordance with Rule
13d-3 under the Securities Exchange Act of 1934, as amended, a person is
deemed to be the beneficial owner, for purposes of any shares of Common Stock
over which he or she has or shares, directly or indirectly, voting or
investment power; or of which he or she has the right to acquire beneficial
ownership at any time within 60 days after June 29, 2005.  As used herein,
"voting power" is the power to vote or direct the voting of shares and
"investment power" includes the power to dispose or direct the disposition of
shares.  Common Stock beneficially owned and percentage ownership is based on
53,882,037 shares of Common Stock outstanding as of June 29, 2005.

                                     Number of Shares
Name and Address                    Beneficially Owned        Percentage

Andre' Di Mino                        20,856,935(1)              38.7%
c/o ADM Tronics Unlimited, Inc.
224-S Pegasus Ave.
Northvale, NJ 07647

Vincent Di Mino                        6,987,928 (2)             13.0%
c/o ADM Tronics Unlimited, Inc.
224-S Pegasus Ave.
Northvale, NJ 07647

David Saloff                                   0                  0.0%
c/o ADM Tronics Unlimited, Inc.
224-S Pegasus Ave.
Northvale, NJ 07647

Eugene Stricker                        4,250,000 (3)              7.9%
c/o Fifth Avenue Venture
 Capital Partners
42 Barrett Road
Lawrence, NY 11559

Heiko H. Thieme                        3,617,500 (4)               6.7%
1370 Ave of the Americas
New York, NY 10019

Burton Friedlander                     3,313,900 (5)              6.2%
104 Field point Road.
Greenwich, CT 06830

All Executive Officers and
 Directors as a group
 (three persons)                      27,844,863 (6)             51.7%





(1)   Includes (i) 9,172,696 shares of the Company's common stock directly
owned by Andre Di Mino; (ii) 1,700,000 shares of the Company's common stock
held by the Andre' Di Mino Irrevocable Trust, a Trustee and the beneficiary of
which is Andre' Di Mino, who may be deemed to be a beneficial owner of such
shares; (iii) 1,700,000 shares of the Company's common stock held by the Maria
Elena Di Mino Trust, a Trustee of which is Andre' Di Mino, who may be deemed
to be a beneficial owner of such shares by reason of his power to vote such
shares; (iv) 1,700,000 shares of the Company's common stock held by the
Maurice Di Mino Irrevocable Trust, a Trustee of which is Andre' Di Mino, who
may be deemed to be a beneficial owner of such shares by reason of his power
to vote such shares; (v) 1,004,239 shares of the Company's common stock, which
are held by the Estate of Dr.  Alfonso Di Mino (the "Di Mino Estate"), the
administrator of which is Andre' Di Mino who may be deemed to be a beneficial
owner of such shares by reason of his power to vote such shares, and of which
Andre Di Mino, as a beneficiary of the Di Mino Estate, is entitled to receive
167,374 shares; (vi) 1,330,000 shares of the Company's common stock, which the
Di Mino Estate has the power to vote pursuant to an agreement dated July 8,
1987, and with respect to which Andre' Di Mino may be deemed to be a
beneficial owner by reason of his power to vote such shares in his capacity as
administrator of the Di Mino Estate; and (vii) 4,250,000 shares of the
Company's common stock held by Eugene Stricker, of which Andre' Di Mino may be
deemed to be a beneficial owner by reason of his power to vote such shares
pursuant to an agreement between Andre' DiMino and Eugene Stricker.

(2)   Includes 1,287,928 shares of the Company's common stock directly owned
by Mr.  Vincent Di Mino, 300,000 shares of the Company's common stock owned by
the spouse of Vincent Di Mino, as to which Mr.  Di Mino disclaims beneficial
ownership; 300,000 shares of the Company's common stock owned by a child of
Mr.  Di Mino, who resides in Mr.  Di Mino's home, as to which Mr.  Di Mino
disclaims beneficial ownership; and 5,100,000 shares of the Company's common
stock of which 1,700,000 shares are held by each of the Andre' Di Mino
Irrevocable Trust, the Maria Elena Di Mino Irrevocable Trust and the Maurice
Di Mino Irrevocable Trust, a Trustee of which is Vincent Di Mino, who may be
deemed to be a beneficial owner of the shares held by such trusts by reason of
his power to vote such shares.

(3)   Mr.  Di Mino may be deemed to be a beneficial owner of such shares by
reason of his power to vote such shares pursuant to an agreement between
Andre' DiMino and Eugene Stricker.   Reference is also made to Footnote No.
1.

(4)   Includes 2,000,000 shares of the Company's common stock owned by The
American Heritage Fund, Inc. and 1,617,500 shares of the Company's common
stock Owned by The Global Opportunity Fund Limited, each of which Mr. Thieme
is a principal.

(5)   Includes 2,896,600 shares of the Company's common stock owned by
Friedlander International Limited, of which Mr.  Friedlander is a principal.

(6)   Reference is made to Footnote Nos. 1 and 2.




Item 13. Exhibits

Exhibit
No.   Description
3.1   Certificate of  Incorporation  and  amendments  thereto filed on August
9, 1976 and  May 15, 1978 is incorporated by reference to Exhibit 3(a) to the
Company's Registration  Statement Form 10 (File No. 0-17629) (the "Form 10").
3.2   Certificate of Amendment to Certificate of Incorporation filed December
9, 1996 is incorporated by reference to Exhibit 3(a) to the Company's Annual
Report on Form 10-KSB for the fiscal year ended March 31, 1997.
3.3   By-Laws are incorporated by reference to Exhibit 3(b) to the Form 10.
4.1   Warrant issued to the Global Opportunity Fund Inc. is incorporated by
reference to 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.
4.2   Warrant  issued to Heiko H. Thieme is incorporated by reference to
Exhibit 4.2 to the Company's Annual Report on Form 10-KSB for the fiscal year
ended March 31, 1999.
4.3   Form of Company Warrant issued to certain investors (one in a series of
warrants with identical  terms) is incorporated by reference to Exhibit 4.1 to
the Company's Current Report on Form 8-K dated February 11, 2005
4.4   Form of Ivivi Warrant issued to certain investors (one in a series of
warrants with identical terms) is incorporated by reference to Exhibit 4.2 to
the Company's Current Report on Form 8-K dated February 11, 2005
4.5    Form of Note issued to certain investors (one in a series of notes with
identical  terms) is  incorporated  by reference to Exhibit 4.3 to the
Company's Current Report on Form 8-K dated February 14, 2005.
9.1    Trust Agreements of November 7, 1980 by and between Dr. Alfonso Di Mino
et al. are incorporated by reference to Exhibit 9 to the Company's Annual
Report on Form 10-KSB for the fiscal year ended March 31, 1993.
10.1   Memorandum of Lease by and between the Company and Cresskill
Industrial  Park III dated as of August 26, 1993 is hereby  incorporated  by
reference to Exhibit  10(a) to the Company's Annual Report on Form 10-KSB for
the fiscal year March 31, 1994.
10.2   Agreement of July 8, 1987 by and between Donna Di Mino, Dr. Alfonso Di
Mino, et al. is hereby incorporated  by reference to Exhibit 10(q) to the
Company's Annual Report on Form 10-KSB for the fiscal year ended March 31,
1993.
10.3   Agreement of March 21, 2002 by and between the Company and New England
Acquisitions,  Inc. is hereby  incorporated by reference to Exhibit 10.8 to
the Company's Annual Report on Form 10-KSB for the fiscal year ended March 31,
2002.
10.4   Agreement of April 29, 2003 by and between Vet-Sonotron Systems, Inc.
and THM Group, LLC is hereby  incorporated by reference the Exhibit 10.4 to
the Company's Annual Report on Form 10-KSB for the fiscal year ended March 31,
2003.
10.5   Agreement of January 17, 2003 by and between the Company and Fifth
Avenue  Venture  Capital Partners is hereby incorporated by reference to
Exhibit 10.5 to the Company's Annual Report on Form 10-KSB for the fiscal year
ended March 31, 2003.
10.6   Amended and Restated Manufacturing  Agreement, dated February 10, 2005,
among the Company, Ivivi Technologies, Inc. and Sonotron Medical Systems, Inc.
is incorporated by reference to Exhibit 10.6 to the Company's Annual Report on
Form 10-KSB for the fiscal year ended March 31, 2005.
10.7   Management Services Agreement, dated August 15, 2001, among the
Company, Ivivi Technologies,  Inc.,  Sonotron Medical Systems, Inc. and
Pegasus  Laboratories, Inc., as amended, is incorporated by reference to
Exhibit 10.7 to the Company's Annual Report on Form 10-KSB for the fiscal year
ended March 31, 2005.
10.8   Agreement of April 3, 2004 by and between the Company and Carepoint
Group is incorporated by reference to Exhibit 10.6 to the Company's  Annual
Report on Form 10-KSB for the fiscal year ended March 31, 2004.
10.9   Placement  Agency Agreement of May 20, 2004 by and between the Company
and Maxim Group LLC. is incorporated  by reference to Exhibit 10.1 to the
Company's  Current Report on Form 8-K dated December 1, 2005.
10.10  Agreement of April 1, 2005 by and between Ivivi Technologies, Inc. and
Global Medical, L.L.C. is incorporated by reference to Exhibit 10.10 to the
Company's Annual Report on Form 10-KSB for the fiscal year ended March 31,
2005.
14.1   Code of Ethics is incorporated by reference to Exhibit 14.1 to the
Company's Annual Report on Form 10-KSB for the fiscal year ended March 31,
2005.
21.1   Subsidiaries of the Company is incorporated by reference to Exhibit
21.1 to the Company's Annual Report on Form 10-KSB for the fiscal year ended
March 31, 2005.
31.1  Certification of the Chief Executive Officer of the Company pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
31.2  Certification of the Chief Financial Officer of the Company pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
32.1  Certification of the Chief Executive Officer and Chief Financial Officer
of the Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1   Risk Factors is incorporated by reference to Exhibit 99.1 to the
Company's Annual Report on Form 10-KSB/A for the fiscal year ended March 31,
2005.


                                   SIGNATURES

Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused the amendment to this
report to be signed on its behalf by the undersigned, thereunto duly
authorized this 27th day of January, 2006.

                                        ADM TRONICS UNLIMITED, INC.

                                        By:  /s/ Andre' DiMino
                                                 Andre' Di Mino
                                                 Chief Executive Officer


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


Signature            Title                                  Date

/s/ Andre' DiMino    Chief Executive Officer and Chief    	January 27, 2006
    Andre' Di Mino    Financial Officer (Principal
                      Executive Officer, Principal
                      Financial Officer and Principal
                      Accounting Officer) and Director

/s/ Vincent Di Mino   Director                              January 27, 2006
    Vincent Di Mino

/s/ David Saloff      Director                              January 27, 2006
    David Saloff