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, 2002

	                               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


















                                  1
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

                                $1,525,611

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 $628,886 as of June 5, 2002

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 June 28, 2002

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


           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.


                                         2
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.


Recent Developments

In March 2002, the Company entered into an agreement with New England
Acquisitions, Inc. ("NEAI") with respect to the sale of certain rights to the
Company's ethnic shave cream, burn lotion and the Aurex-3 medical device.
NEAI is not obligated to consummate the transaction with the Company unless
the purchasers of not less than 7,000 shares purchased in NEAI's initial
public offering confirm their investments. The purchase price to be paid to
the Company by NEAI for the sale and transfer of the assets and rights is
150,375 shares of NEAI's common stock and the payments described below. If
NEAI acquires the products from the Company, NEAI will enter into a
manufacturing agreement with the Company which will provide that all of the
ethnic shave cream, burn lotion and Aurex-3 devices NEAI purchases will be
manufactured by the Company. The Company will also maintain raw material
supplies and finished goods as necessary and provide oversight and guidance
with respect to regulatory requirements regarding the marketing of the
products. Under the manufacturing agreement, the Company will be the
exclusive manufacturer of the products that NEAI purchases from it as well as
all other medical products, topical and cosmetic products which NEAI may
acquire and distribute. The price that NEAI will pay to the Company for
products that it manufactures will be 120% of the Company's cost of all raw
materials and all supplies and direct labor and an overhead allocation. In
addition, NEAI will reimburse the Company for any tooling or non-recurring
engineering services that are required in support of the manufacturing of
products purchased by NEAI.  In addition NEAI will pay to the Company a
royalty of 6% of gross sales of the products, less discounts, returns and
allowances. NEAI will also pay consulting fees and related expenses for time
expended by Company employees for services other than manufacturing.


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, metal foils and papers.  Examples are the binding of
polyethylene to polyester, nylon, vinyl, aluminum, paper 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.

                                          3

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.

In 1999, the Company introduced a new coating technology for the paper
industry designed for use in the manufacture of recyclable paper packaging.
The new 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 Aqualene coating
technology has certain 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 wraps, folding cartons, pouch packaging, disposable
cups and plates, ream wraps, bakery trays and many other applications. The
Company has received initial trial orders for Aqualene but 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, 2002, 2001 and 2000, sales
of chemical based products accounted for approximately 50%, 40% and 35% of
operating revenues, respectively. No contract exists with any of the
Company's customers which would obligate any customer to continue to purchase
products from the Company.

During the fiscal year ended March 31, 2002, 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.

                                         4

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 are 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, 2002, 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, 2002 and 2001, 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.


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" expiring in 2004.   Dr.
Di Mino assigned to the Company the Di Mino U.S. Patent without any
consideration therefrom.  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).
Canada, 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.

                                         5
In December, 2001 Orthosonix, Inc., filed a civil action for a declaratory
judgment against the Company in the United States District Court, District of
New Jersey seeking patent invalidity, unenforceability and non-infringement
with respect to three of the Company's patents related to the Sonotron
Technology.  In such action Orthosonix alleges that it is producing a medical
apparatus under license from a third party covered by the same patent issued
to the third party referred to above.  On February 5, 2002 the Company filed
a motion to dismiss Orthosonix's action.  The Company's patent counsel has
advised the Company that it believes the Company's motion to dismiss the
Orthosonix action will be granted by the court.  However, there can be no
assurance that such motion will be granted.  Further, the Company's patent
counsel has advised the Company that it believes the Company's patents are
valid and enforceable but there can be no assurance that such will be the
determination of a court if such action is commenced.

On January 3, 2002 Orthosonix also filed a civil action for injunctive relief
against the Company, Sonotron Medical Systems, Inc., a majority owned
subsidiary of the Company("SMI") and an unrelated third party (the
"Defendants") in the United States District Court for the Middle District of
Pennsylvania alleging that the Defendants made false, misleading and
unsubstantiated claims about the Sonotron in a letter alleged to have been
distributed by the third party defendant, Medimerge Group LLC, to medical
professionals in Pennsylvania.  Orthosonix is seeking preliminary or
permanent injunction against the Defendants to stop the use of such
promotional material and to secure damages and related costs.  On March 6,
2002 the Company and SMI filed an answer, cross-claim and counterclaim to the
Orthosonix complaint denying the allegations in such complaint and seeking
damages.

In late March, 2002 the Company and Orthosonix initiated settlement
discussions with respect to all pending litigation.  Although there can be no
assurance that such discussions will result in a settlement, or if a
settlement is reached that it will not be unfavorable to the Company, the
Company believes that the foregoing litigation matters may be settled in the
near future.

The Company has utilized the Sonotron Technology to develop Sonotron Devices
which are designed to treat subjects suffering from the pain of 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 is 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.

                                         6
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

                                         7
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.  Since 1989, four clinics
have operated at various times, none of which 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 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 FDA 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 clearance to market in the US from the FDA ("FDA Application").  The
agreements with AMT expired according to their terms.

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
FDA Application, if filed.  There are currently 12 Sonotrons in use by
clinical investigators collecting data for submission to the FDA.  The
Company believes that sufficient data may be collected from these
investigations by December 2002 to support the submission to the FDA,
however, there can be no assurance that such data will be sufficient or if
sufficient will result in a filing with the FDA.  There can be no assurance
that the Company will obtain sufficient data in the foreseeable future, if at
all, to file an FDA Application or that any data theretofore or thereafter
obtained by the Company will be satisfactory or will be sufficient to support
the Company's FDA application.  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 FDA clearance and the data
obtained by the Company are not favorable or, for any other reason, the
Company's FDA Application 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, 2001 and 2002, 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 company-sponsored research and development activities in
connection with the Sonotron Technology and other activities determined in

                                        8
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.

In 1997, Dr. Di Mino 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.  Since 1997, the NCCD Device has been
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
neuro-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. Management
believes that pending patent litigation is unrelated to the NCCD device,
although there can be no assurance that the NCCD device will not be the
subject of any future litigation.

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, 2003, 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, 2002, although sales of Sonotron
Devices were not significant, one customer accounted for approximately 70% of
those sales.  Because the Company is seeking to increase future sales to that
customer, the termination of business relations with that customer could have
a material adverse effect on the Company's future business and the financial
condition.

As of March 31, 2002, the dollar amount of backlog orders for Sonotron
Devices was not material.


Aurex-3

Dr. Di Mino 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

                                         9
patent application for a United States patent with respect to the Tinnitus
Device.  Dr. Di Mino 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 were built and testing and marketing strategies have
been developed.  In May 1998, a Premarket Notification ("PMN") was filed by
the Company with the FDA.  In August 1998, the United States Patent and
Trademark Office issued a patent with respect to the Aurex-3 and the FDA
notified the Company that the PMN was accepted.  Accordingly, the Company may
market the product in the United States for its intended indication, "The
treatment and control of tinnitus."  From August 1998 to November 1999 the
Company finalized manufacturing plans for the Aurex-3.  In July 1999 the
Company began taking advance orders for Aurex-3 units from distributors and
patients and began to deliver the units in November 1999.  Sales of the
Aurex-3 have not been material.  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 fiscal year
ended March 31, 2002, one customer accounted for approximately 80% of PAC's
sales, which also represented approximately 18% of the Company's sales.  In
July, 2001 the customer notified PAC that it was changing its business
direction and by October of 2001 would end manufacturing of the products PAC
produced.  This resulted in a material reduction in PAC revenues subsequent
thereto.


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 agreed to purchase and EPI agreed to sell 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 PMN.  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 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

                                       10
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
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 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 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.

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. The Company intends to market the SofPulse Device to nursing homes and

                                         11
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 for 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 certain of its over 100 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 rental program to plastic surgeons, the Company entered
into a marketing agreement with Byron Medical of Arizona.  Byron was
responsible for promoting the use of the SofPulse to plastic and cosmetic
surgeons throughout the United States by direct mail, trade shows and
telemarketing. The Company agreed to pay Byron a commission of 7.5% of rental
revenues received from leads generated by Byron. In September, 2001 the
agreement with Byron expired in accordance with its terms.  In 2000 the
Company entered into an agreement with surgery.com, Inc. pursuant to which
surgery.com would promote the use of the Sofpulse to its member physicians
who are primarily plastic and cosmetic surgeons.  In July 2001 surgery.com
advised the Company that its business direction had changed due to potential
business combinations in the internet field and that it could not continue
with the agreement.


Needle Eater

In May 1999 the Company acquired certain assets related to the Needle-Eater,
a patented device used to dispose of used 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,
all of which have expired. The Company also 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.  To date, sales of Needle Eater products have not been
material.


Ultra-Violet Blood Irradiation

The Company, through a wholly owned subsidiary, has engaged in biotechnology
research concentrating its efforts in the development of a medical
therapeutic technology to treat viral and bacterial infections in humans and
animals.  The technology utilizes a process, commonly referred to as UBI or
Ultra-Violet Blood Irradiation, wherein a measured sample of blood is
intravenously removed from a patient, exposed to a specific ultra-violet
("UV") light source, collected in a container and then returned to the

                                        12
patient, all in a closed system.  The procedure is believed to assist in
reducing infection by stimulating the patient's own immune system.

The precursor to the technology is a process known as the Knott Technique for
Blood Irradiation which was developed by Dr. Emmet K. Knott in 1938 ("The
Knott Technique").  The Knott Technique was used extensively throughout the
United States and in several foreign countries as a treatment for viral and
bacterial infections in humans and animals.  With the development and
widespread use of antibiotic drugs during the late 1950s and early 1960s the
Knott Technique fell out of favor.  The Company believes that disfavor of the
Knott Technique was primarily due to the complexity and time required for
intravenous removal of blood from a patient necessary to perform blood
irradiation in comparison to the simplicity of oral and injectable
administration of antibiotics.  Even though practically supplanted by the
universal use of antibiotics, the Knott Technique and derivations related
thereto continued to be used by some physicians.

In recent years, due to the advent of antibiotic resistant drugs and newly
identified viral and bacterial infectious agents where no antibiotics exist,
there has been a renewed interest in alternative methods of treatment.
Accordingly, a revival of interest from physicians and patients in blood
irradiation therapy has occurred.  The device used in performing the Knott
Technique, however, has not been manufactured since 1963 and can not now be
manufactured in its original form due to certain restrictions on its
electrical design and components.

The Company is pursuing the development of a blood irradiation device with
state-of-the-art design and components that it believes can perform the
necessary functions of the Knott Technique on a safer, more economical and
efficient basis.

In 2000, the Company's subsidiary began a private offering of its common
stock which was subsequently withdrawn and replaced with a private offering
of both the subsidiary's common stock and the Company's preferred stock.  On
August 8, 2001 the offering was terminated and all funds held in the escrow
account were returned to investors.  There can be no assurance that the
subsidiary can successfully manufacture the product or receive government
approval to market the product anywhere in the world.


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 is highly competitive and
substantially all of the Company's competitors possess greater experience,

                                        13
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 in the US 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
compete with 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. 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 any of the industries

                                         14
in which it is engaged.


Government Regulation

In March 1989, in response to a PMN filed by the Company with the FDA, the
FDA notified the Company that the then current model of the Sonotron Device,
under the FDA's standards, was not substantially equivalent to certain
medical devices marketed in interstate commerce prior to May 28, 1976. In
March 1991, a further PMN was filed with the FDA on behalf of the Company
with respect to the then current model of the Sonotron Device which was
subsequently voluntarily withdrawn by the Company. The FDA advised the
Company that its determination with respect to the initial PMN 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 the event that Sonotron Devices cannot be
marketed pursuant to a PMN,  before  Sonotron Devices can be marketed in the
United States, the Company  would be required to obtain a Pre-Market Approval
("PMA") 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 PMN, 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 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 registered by the FDA as a Registered Medical Device
Establishment.  Such registration is renewable annually and although the

                                        15
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
MRT100, 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.

To the Company's knowledge, EPI has not 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 a new use, the FDA may require
the Company to comply with PMN 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 such
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. The Company is
required to register as a medical device manufacturer with the FDA and state
agencies. 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, health care 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

                                        16
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 measurres. The effect of changes inthe 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 reimburses products that reduce the cost of
patient care in specific medical conditions. Such a reimbursement system
requires the demonstration that any such product actually reduces cost of
patient care for reimbursement by Medicare. 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.



                                       17


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 June 28, 2002, the Company employed 12 persons, two of which are executive
officers of the Company.  Two employees were employed by the Company on a
part-time basis.


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.  In April, 2001 substantially all
of PAC's operations were incorporated into the Company's facility.  The
facility previously occupied by PAC is being offered for sublease through an
independent exclusive commercial real estate broker.


Item 3.	Legal Proceedings

On August 17, 2000, AA Northvale Medical Associates, Inc., a wholly-owned
subsidiary of the Company filed a lawsuit in the Superior Court of New Jersey
against GSM, Inc., Quantum Medical, Inc., Great Southern Medical and Gregory
S. Mack ("GSM") claiming breach of a distribution agreement, seeking return
of the subsidiary's medical devices under lease, demanding an accounting and
payment of all amounts due to the subsidiary and damages and other matters.
The distributor counterclaimed, alleging breach of the distribution agreement
seeking an unspecified amount of damages and other matters.  On March 29,
2002 a settlement was reached wherein GSM dropped its counterclaim against
the subsidiary and agreed to pay the subsidiary the sum of $112,805 payable
in monthly payments less credits for SofPulse units returned by GSM prior to
September 4, 2002.  A material default shall be deemed to occur if GSM has
not made a payment within 30 days of its due date.  If such default occurs
the subsidiary shall be entitled to accelerate payments due and enter
judgment in the amount of 125% of the amount due plus penalties and interest.
To date the subsidiary has received payments totaling $50,000. Reference is
made to Note 8 of Notes to Consolidated Financial Statements.

On May 1, 2001, Charles Solomons, a former employee of Enviro-Pack
Development Corporation, a wholly-owned subsidiary of the Company filed a
lawsuit in Superior Court of New Jersey against the Company, Enviro-Pack
Development Corp. and Thomas Petrie alleging breach of an oral employment
contract.  Management intends to vigorously defend this action, which they
believe is without merit. Further, management filed a counterclaim for
damages based on the employee's misrepresentations at the time of
purchase of assets of a company in which the employee was a controlling
employee and shareholder and other matters.

                                        18
On November 19, 2001 Millenium Medical Research, LLC ("MMR") filed an order
to show cause in the Supreme Court of the State of New York, County of
Rockland against Immuno-Therapy Corporation ("ITC"), a wholly owned
subsidiary of the Company, and Thomas Petrie, its president, seeking a
preliminary injunction to prohibit the sale, rental, lease or transfer of
possession of the Company's blood irradiator device to any party other than
MMR and seeking monetary damages of $750,000 related to MMR's allegations
that the defendants violated a contract.  On November 26, 2001 the court
issued a temporary restraining order against ITC and Petrie.  On December 7,
2001 an answer, counterclaim and third-party complaint was filed by ITC, PAC
and Pegasus Marketing, LLC ("PM") denying the allegations and seeking to
dismiss the complaint, dissolve the temporary restraining order, and secure
compensatory and punitive damages against MMR.   PM is a New Jersey limited
liability corporation of which the Company is a 50% member and two unrelated
third party corporations are each 25% members.  PM assists the company in the
placement of certain of its medical devices for clinical studies and
marketing. Reference is made to Note 4 of Notes to Consolidated Financial
Statements.

On February 5, 2002 the court denied MMR's motion for a preliminary
injunction and vacated its order to show cause.  Management believes that all
of the allegations of the MMR action are without merit and can be
successfully defended and the subsidiary is vigorously prosecuting the
counterclaims for damages it believes it has incurred by the actions of MMR.

In December, 2001 Orthosonix, Inc., filed a civil action for a declaratory
judgment against the Company in the United States District Court, District of
New Jersey seeking patent invalidity, unenforceability and non-infringement
with respect to three of the Company's patents related to the Sonotron
Technology.  In such action Orthosonix alleges that it is producing a medical
apparatus under license from a third party with respect to a patent that was
issued in 1994.  On February 5, 2002 the Company filed a motion to dismiss
Orthosonix's action.  The Company's patent counsel has advised that it
believes the Company's motion to dismiss the Orthosonix action will be
granted by the court.  However, there can be no assurance that such motion
will be granted.

On January 3, 2002 Orthosonix also filed a civil action for injunctive relief
against the Company, SMI and an unrelated third party (the "Defendants") in
the United States District Court for the Middle District of Pennsylvania
alleging that the Defendants made false, misleading and unsubstantiated
claims about the Sonotron in a letter alleged to have been distributed by the
third party defendant to medical professionals in Pennsylvania.  Orthosonix
is seeking preliminary or permanent injunction against the Defendants to stop
the use of such promotional material and to secure damages and related costs.
On March 6, 2002 the Company and SMI filed an answer, cross-claim and
counterclaim to the Orthosonix complaint denying the allegations and seeking
damages and other relief.  In March, 2002 the Company and Orthosonix
initiated settlement discussions with respect to all outstanding litigation.
Although there can be no assurance that such discussions will result in a
settlement, or if a settlement is reached that it will not be unfavorable to
the Company, the Company believes that the foregoing litigation matters may
be settled in the near future.

The Company believes that the ultimate resolution of the foregoing matters
will not have a material adverse impact on the Company's financial condition.

Other than the foregoing, there are no material pending or threatened legal


                                        19
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 8 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

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 rounded to the nearest cent. The Common Stock
is 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, 2000                   .44           .23
          September 30, 2000              .31           .20
          December 31, 2000               .25           .09
          March 31, 2001                  .31           .13
          June 30, 2001                   .19           .08
          September 30, 2001              .09           .02
          December 30, 2001               .04           .01
          March 31, 2002                  .04           .01

    (b) On June 28, 2002, the Company's Common Stock was held by
approximately 1,363 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. Recent Sales of Unregistered Securities: Uses of Proceeds From Registered
Securities

Not Applicable








                                         20
Item 6.	Management's Discussion and Analysis or Plan of Operation

Fiscal 2002 Compared to 2001

Revenues

Sales were $1,371,763 in 2002 as compared to $1,780,201 in 2001 representing
a decrease of $408,438 or 23%.  The decrease was primarily the result of
decreases in contract manufacturing revenues offset by an increase in
chemical revenues.  Other income of $153,848 in 2002 was $10,804 or 7% lower
than other income of $164,652 in 2001.

Gross Profit

Gross profit of $697,811 in 2002 was $198,458 or 22% lower than the gross
profit of $896,269 for 2001.  Gross profit was 46% of revenues in 2002 and
2001.  The decrease in gross profit is the result of reduced revenues.


Operating Loss

Operating loss before other income of $456,823 in 2002 was $307,317 less than
the operating loss of $764,140 in 2001.  The decrease in operating loss
resulted from reduced selling, general and administrative expenses and
reduced cost of goods sold.  Selling, general and administrative expenses
were reduced by $505,775 in 2002 as compared to 2001.


Fiscal 2001 Compared to 2000

Revenues

Sales were $1,780,201 in 2001 as compared to $2,698,597 in 2000 representing
a decrease of $918,396 or 34%.  The decrease was primarily the result of a
decrease of over $752,000 in contract manufacturing revenues coupled with a
decrease in chemical revenues.  Other income of $164,652 in 2001 was $37,788
or 30% higher than other income of $126,864 in 2000.

Gross Profit

Gross profit of $896,269 in 2001 was $566,553 or 39% lower than the gross
profit of $1,462,822 for 2000.  Gross profit was 46% of revenues in 2001 as
compared to 54% of revenues in 2000.  The decrease in gross profit is the
result of reduced revenues and the mix of product sales with increased sales
of products having lower gross profit margins.

Operating Loss

Operating loss of $764,140 in 2001 was $192,322 greater than the operating
loss of $571,818 in 2000.  The increase in operating loss resulted from
reduced revenues producing reduced gross profit.  Selling, general and
administrative expenses were reduced by $374,231 in 2001 as compared to 2000.


Liquidity and Capital Resources

At March 31, 2002 the Company had cash of $51,565 as compared to $113,458 at
March 31, 2001.  This decrease is principally the result of $48,172 cash used
in operating activities.

                                        21

Operating Activities

Cash used in operating activities of $48,172 was $20,553 more in 2002 as
compared to $27,619 used in 2001.  Primarily cash used for inventories of
$108,802, accrued expenses of $36,462 and other assets of $16,528 was offset
by $111,090 in cash provided by equipment held for sale, $18,000 from
equipment in use and under lease agreements and $66,360 from accounts
payable.  Depreciation and amortization was $217,525.

Investing Activities

Cash of $8,921 was used by investing activities in 2002 due to purchases of
property and equipment offset by cash received from repayments of loans by
officer of $5,200.

Financing Activities

In 2002 $10,000 of cash was used in financing activities to repay borrowings
on a note payable.

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



































                                        22



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, 2002, and the related
consolidated statements of operations, changes in stockholders' equity, and
cash flows for the years
ended March 31, 2002 and 2001. 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 audit.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. 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 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, 2002, and the
results of their operations and their cash flows for the years ended March
31, 2002, and 2001, in conformity with accounting principles generally
accepted in the United States of America.


/s/Eichler, Bergsman & Co., LLP
   New York, New York

June 27, 2002

















                                       F-1
        ADM TRONICS UNLIMITED, INC. AND SUBSIDIARIES
                 CONSOLIDATED BALANCE SHEET
                        MARCH 31, 2002
ASSETS

Current assets:

Cash and cash equivalents                 $   51,565
Accounts receivable - trade,
  less allowance for doubtful
  accounts of $4,594                         215,502
  Inventories:
      Raw materials and supplies             303,202
      Finished goods                          35,628
  Equipment held for sale or rental          681,154
  Other current assets                        30,504

Total current assets                      $1,317,555

  Property and equipment - at cost, net
   accumulated depreciation of $406,668       60,671
  Equipment in use and under lease
   Agreements - at cost net of accumulated
   depreciation of $523,007                  432,047
  Loan receivable from officer, bearing
   interest at 3% per annum, unsecured        53,791
  Other assets                               143,952

Total assets                              $2,008,016

Liabilities and stockholders' equity:
Current liabilities:
Accounts payable - trade                  $  252,478
Accrued expenses and other
  current liabilities                         79,473
Notes payable                                110,000

Total current liabilities                 $  441,951

Note payable, long-term portion               25,000

Commitments and contingencies

Stockholders equity                        1,541,065

Total liabilities and
  stockholders' equity                    $2,008,016



           See accompanying notes to consolidated financial statements.








                                       F-2

         ADM TRONICS UNLIMITED, INC. AND SUBSIDIARIES
            CONSOLIDATED STATEMENTS OF OPERATIONS
                      YEARS ENDED MARCH 31,
                                            2002         2001
Revenues:
  Sales                                  $1,371,763   $1,780,201
  Interest and other income                 153,848      164,652
            Total revenues               $1,525,611   $1,944,853

Costs and expenses:
   Cost of sales                         $   673,952  $  883,932
   Selling, general and
     administrative                       1,154,634    1,660,409
            Total costs and expenses     $1,828,586   $2,544,341

Loss before income taxes                 $ (302,975)  $ (599,488)
Income taxes                                   -          -
Net loss                                 $ (302,975)  $ (599,488)
Weighted average number of
  common shares outstanding              47,382,037   47,382,037

Net loss per share                            ($.01)       ($.01)






                       ADM TRONICS UNLIMITED, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                           YEARS ENDED MARCH, 31, 2002 AND 2001

               Preferred    Common
	              Shares      Shares             Capital
	            5,000,000  150,000,000             in
	            Authorized  Authorized           excess
	             $.01 Par   $.0005 Par  Par      of Par     Accumulated
		         Value      Value    Value      Value      Deficit      Total

Balances -
  April 1, 2000    -    47,382,037  $23,691  $6,762,018 $(4,343,781) $2,441,928

Common stock
  Options issued
  for consulting
  services         -          -        -         1,600         -          1,600

Net loss           -          -        -          -        (599,488)   (599,488)

Balances -
  March 31, 2001   -    47,382,037  $23,691 $6,763,618  $(4,943,269) $1,844,040

Net loss           -          -        -          -        (302,975)   (302,975)

Balances -
  March 31,2002    -    47,382,037  $23,691 $6,763,618  $(5,246,244) $1,541,065


             See accompanying notes to consolidated financial statements.

                                       F-3
               ADM TRONICS UNLIMITED, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                          YEARS ENDED MARCH 31,
                                                2002       2001
Cash flows from operating activities:
  Net loss                                  $(302,975)  $(599,488)

  Adjustments to reconcile net loss
   to net cash used in operating activities:
      Depreciation and amortization         $ 217,525   $ 252,744
      Common stock options issued as
      compensation                               -          1,600
      Changes in operating assets and
      liabilities:
        Accounts receivable - trade            (4,368)     48,804
        Inventories                          (108,802)    112,517
        Other current assets                    7,988      (2,163)
        Equipment in use and under
         lease agreements                      18,000       4,860
        Equipment held for sale               111,090      56,382
        Other assets                          (16,528)    (17,502)
        Accounts payable                       66,360      49,937
        Accrued expenses and other            (36,462)     64,690
             Total adjustments              $ 254,803   $ 571,869
             Net cash used in
              operating activities          $ (48,172)  $ (27,619)

Cash flows from investing activities:
  Purchase of property and equipment        $  (8,921)  $  (2,310)
  Repayments of loan by officer                 5,200       4,200
             Net cash provided by
             (used in) investing activities $  (3,721)  $   1,890

Cash flows from financing activities:
  Borrowings on notes payable               $    -      $ 150,000
  Payments on notes payable                   (10,000)   (333,021)
             Net cash (used in) provided by
               financing activities         $ (10,000)  $(183,021)
Net decrease in cash and cash equivalents   $ (61,893)  $(208,750)

Cash and cash equivalents - beginning of year 113,458     322,208
Cash and cash equivalents - end of year        51,565     113,458

Supplemental Disclosures:
   Interest paid                            $   3,640    $ 29,932
   Income taxes paid                        $  10,082    $  4,948
   Funds raised from private placement
    offering and held in escrow in 2001
    and returned to participants in 2002    $(210,500)   $210,500

Supplemental disclosure of non-cash
 investing and financing activities:
   Common stock options issued as
    consideration for consulting services     $   -      $  1,600

      See accompanying notes to consolidated financial statements.



                                       F-4
                   ADM TRONICS UNLIMTED, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED MARCH 31, 2002 AND 2001

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, 2002 and 2001, the chemical product line
accounted for approximately 50% and 43% of sales and the medical device
product line accounted for 50% and 57% 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.

d) Inventories

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

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 "Equipment held for sale" 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

                                        F-5
                     ADM TRONICS UNLIMTED, INC. AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     FOR THE YEARS ENDED MARCH 31, 2002 AND 2001

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

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.  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

In connection with a business acquisition in May 1998, the Company acquired
all rights to an FDA cleared device (Sofpulse Unit or "Unit") and 418
Sofpulse Units.  These Units (467 units at March 31, 2002) 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.

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) Intangible Assets

Goodwill, patents and patents assigned 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 and 2 years for patents  assigned).  The Company will adopt FASB
Statement No. 142 for the year ending March 31, 2003 whereby it will test
goodwill for impairment on an annual basis.

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.

j) Revenue Recognition

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

k) Advertising

Advertising (approximately $6,400 and $14,000 in 2002 and 2001, respectively)
is expensed as incurred and is included with selling, general and
administrative expenses in the consolidated statement of operations.

                                        F-6

                    ADM TRONICS UNLIMTED, INC. AND SUBSIDIARIES
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE YEARS ENDED MARCH 31, 2002 AND 2001

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

l) Investment in Joint Venture

The Company is using the equity method to account for its 50% investment in a
joint venture.

m) 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.  Diluted Net loss per share has not
been presented for 2002 and 2001 as its results would be anti-dilutive.

n) 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 reported period.  Actual results could differ from
those estimates.

o) 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 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.

NOTE 2 - PROPERTY AND EQUIPMENT

Property and equipment at March 31, 2002 consist of the following:

      Machinery and equipment             $184,863
      Office furniture and fixtures         96,991
      Leasehold improvements               131,800
      Computer equipment                    53,685
                                          $467,339
      Less accumulated depreciation
        and amortization                  (406,668)
                                          $ 60,671

Depreciation and amortization on property and equipment for the years ended
March 31, 2002 and 2001 aggregated $40,603 and $48,876, respectively.




                                       F-7
                      ADM TRONICS UNLIMTED, INC. AND SUBSIDIARIES
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      FOR THE YEARS ENDED MARCH 31, 2002 AND 2001

NOTE 3 - EQUIPMENT IN USE AND UNDER LEASE AGREEMENTS

Equipment in use and under lease agreements at March 31, 2002 consist of the
following:

      Sonotron Units                      $ 71,205
      Sofpulse Units                       870,250
      Other Units                           13,599
                                          $955,054

      Less accumulated depreciation       $523,007
                                          $432,047

Depreciation of equipment in use and under lease agreements for the years
ended March 31, 2002 and 2001 aggregated $133,736 and $136,468, respectively.

NOTE 4 - OTHER ASSETS

Other assets at March 31, 2002 consist of the following:

     Investment in Joint Venture (Note 4)                     $ 19,723
     Goodwill, net of accumulated amortization of $30,728       40,184
     Patents, net of accumulated amortization of $55,131        64,678
     Deposits and other assets                                  19,367
                                                              $143,952

Sonotron refinement costs represent the cost incurred in connection with the
improvement of the Sonotron devices.  These costs have been fully amortized
over a five year period.

Amortization expense for the years ended March 31, 2002 and 2001, aggregated
$43,186 and $43,786, respectively.

Joint Venture

The Company entered into a joint venture with two other unrelated parties to
market the Company's medical units.  The joint venture company, Pegasus
Marketing, LLC is 50% owned by the Company, and the Company's President and
CEO is the managing member of the joint venture.

Operations of the joint venture for the year ended March 31, 2002 are
summarized below:

                        Revenues               $229,187
                        Expenses               (158,055)
                          Net Income           $ 71,132

The Company, in accordance with the equity method of accounting, has recorded
in other income its 50% share of the net income in the joint venture.





                                       F-8

                    ADM TRONICS UNLIMTED, INC. AND SUBSIDIARIES
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED MARCH 31, 2002 AND 2001

NOTE 5 - NOTES PAYABLE

Notes payable consist of the following at March 31, 2002:
                                                         Current    Long-Term
                                                         Portion     Portion
Note payable to estate of former officer/stockholder -
In February, 2001, the officer/stockholder loaned the
Company $150,000 repayable in monthly installments of
$5,000, through August 2002 of which $15,000 has been
repaid. The interest rate at April 1, 2001 was reduced
to 6% from 10%. The President of the Company is the
Administrator of the Estate                             $110,000    $ 25,000

For the years ended March 31, 2002 and 2001 interest expense on total
indebtedness amounted to $9,946 and $29,932, respectively.

NOTE 6 - 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:
                                                 2002       2001
      Tax benefit at U.S. statutory rates     $(103,000) $(204,000)
      Temporary differences                       2,000     11,000
      Change in valuation allowance             101,000    193,000
      Income taxes                             $   -     $    -

At March 31, 2002, the Company had deferred tax assets of approximately
$1,398,000, comprised of $1,365,000 resulting from net operating loss
carryforwards and $33,000 from other temporary differences.  The deferred tax
assets are offset by a valuation allowance in the amount of $1,398,000.

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 applications 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, 2002, the Company had consolidated net operating
loss carryforwards of approximately $3,800,000 that will expire during the
years 2005 through 2022.

NOTE 7 - 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 year ended March 31,
2002 and 2001.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

a) Leases

The Company leases its office and manufacturing facilities under non-
cancelable operating leases.
                                      F-9


                     ADM TRONICS UNLIMTED, INC. AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     FOR THE YEARS ENDED MARCH 31, 2002 AND 2001

NOTE 8 - COMMITMENTS AND CONTINGENCIES (Cont'd)

The approximate future minimum annual rental under these leases at March 31,
2002 are as follows:
                   March 31, 2003                    136,000
                   March 31, 2004                    134,000
                   March 31, 2005                     85,000
                   March 31, 2006                     85,000
                   March 31, 2007                     85,000
                   Thereafter thru March 31, 2009    107,000
                                                    $632,000

Rent expense for all facilities for the years ended March 31, 2002 and 2001
was approximately $179,000 and $157,000, 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, 2002, no amount has been accrued for potential warranty costs
and such costs are expected to be nominal.

c) Settlement of Legal Action

In April 2002, the Company and a distributor of the Company's Sofpulse units
agreed to a settlement of a lawsuit.  The distributor has agreed to pay the
Company for Sofpulse units plus accessories retained by the distributor up to
a maximum of $112,805 through September 19, 2002.  At March, 2002 the
distributor has in his possession 31 of the Company's Sofpulse units plus
accessories.  As of June 25, 2002, the Company has received $50,000 from the
distributor.

d) Legal Actions

In May 2001, a former employee of a subsidiary filed a lawsuit against the
Company, a subsidiary, and a former officer of the subsidiary alleging breach
of an oral employment contract.  Management intends to vigorously defend this
action, including the filing of a counterclaim for damages based on the
employee's misrepresentations at the time of purchase of the assets of a
company in which the employee was a shareholder and an employee.

In November 2001, an entity filed an order to show cause against a subsidiary
of the Company and the subsidiary's former officer seeking to prohibit sale,
or transfer of the subsidiary's blood irradiator device, and claiming
monetary damages of $750,000 for violation of a contract.  The Company's
subsidiary has counterclaimed and the court denied the plaintiff's motion for
a preliminary injunction and vacated its order to show cause.  Management
believes that all of the allegations of this action are without merit and can
be successfully defended and the subsidiary is vigorously prosecuting the
counterclaims for damages it believes it has incurred by the actions of the
plaintiff.
                                       F-10
                       ADM TRONICS UNLIMTED, INC. AND SUBSIDIARIES
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       FOR THE YEARS ENDED MARCH 31, 2002 AND 2001

NOTE 8 - COMMITMENTS AND CONTINGENCIES (Cont'd)

In December 2001, an entity filed civil actions against the Company seeking
patent invalidity, unenforceability, and non-infringement with respect to
three of the Company's patents related to Sonotron technology.  The Company
has filed a motion to dismiss the claim.  In January 2002, the entity filed
another civil action alleging that the Company made false and misleading
statements about the Sonotron device.  The Company filed a cross-claim and
counterclaim denying the allegations.  In March 2002, settlement discussions
were begun with respect to the outstanding litigation.  Although there can be
no assurance that such discussions will result in a settlement, or if a
settlement is reached that it will not be unfavorable to the Company, the
Company believes that litigation matters may be settled in the near future.

The Company believes that the ultimate resolution of the foregoing matters
will not have a material adverse impact on the Company's financial condition.

e) Recent Event

On March 21, 2002 the Company and New England Acquisitions, Inc. ("NEAI")
entered into a contingent asset and rights purchase agreement ("Agreement")
whereby the Company will acquire 150,373 shares of NEAI's common stock in
exchange for NEAI acquiring certain rights as described in the Agreement to
certain products manufactured and owned by the Company.  NEAI has agreed to
make certain royalty payments and other payments as noted in the Agreement.
If the closing date has not occurred on or before September 30, 2002 either
party has the right to terminate the Agreement.

NOTE 9 - STOCK OPTIONS

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

Included in the consolidated statement of operations for the years ended
March 31, 2001 is $1,600 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, 2002 and 2001, is as follows:

                                       Year Ended            Year Ended
                                     March 31, 2002        March 31, 2001

                                             Weighted                Weighted
                                             Average                 Average
                                             Exercise                Exercise
                                   Options   Price	    Options    Price

Outstanding at beginning of year  8,992,819  $0.4087      9,392,819  $0.4152
Granted                                -         -          100,000   0.1800
Exercised                              -	       -             -         -
Expired                          (3,800,000) (0.5672)      (500,000) (0.4860)
Outstanding at end of year        5,192,819   0.2927      8,992,819   0.4087
Exercisable at end of year        5,192,819  $0.2927      8,992,819   0.4087

                                        F-11
                       ADM TRONICS UNLIMTED, INC. AND SUBSIDIARIES
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       FOR THE YEARS ENDED MARCH 31, 2002 AND 2001

NOTE 9 - STOCK OPTIONS (Cont'd)

The expiration dates and exercise prices of stock options, which were fully
vested at March 31, 2002, were as follows:

      Expiration              Number of       Exercise
         Date                  Options         Price
      December 31, 2002      3,000,000         $0.3750
      February 3, 2003       2,192,819         $0.1800
                             5,192,819

The weighted average fair value of options outstanding at March 31, 2002 were
as follows:
                                                         Weighted Average
                                                          Fair Value at
                                               Number of    Date of
                                                Options      Grant
Exercise price exceeded the market price at
  grant date                                   3,000,000    $0.0200
Exercise price was less than the market price
  at grant date                                2,192,819    $0.0416
                                               5,192,819

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 10 - 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:







                                        F-12

                    ADM TRONICS UNLIMTED, INC. AND SUBSIDIARIES
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE YEARS ENDED MARCH 31, 2002 AND 2001

NOTE 10 - SEGMENT INFORMATION, GEOGRAPHICAL INFORMATION, MAJOR CUSTOMERS AND
          CREDIT CONCENTRATION (Cont'd)

                                   Chemical        Medical         Total
Year Ended March 31, 2002:
Revenues                         $  772,688      $  599,075     $1,371,763
Interest revenue                      4,115              10          4,125
Interest expense                      9,646            -             9,646
Depreciation and amortization        58,869         158,656        217,525
Segment loss                       (228,855)        (74,120)      (302,975)
Segment assets                      873,303       1,134,713      2,008,016
Expenditures for segment assets        -             13,754         13,754

Year Ended March 31, 2001
Revenues                         $  697,195      $1,083,006     $1,780,201
Interest revenue                     18,632           5,375         24,007
Interest expense                      4,392          25,540         29,932
Depreciation and amortization        34,362         218,382        252,744
Segment loss                        (78,493)       (520,995)      (599,488)
Segment assets                    1,108,573       1,393,020      2,501,593
Expenditures for segment assets        -              2,310          2,310

b) Geographical Information

Sales to unaffiliated customers, based on location of customer, is as
follows:
                                               Year Ended March 31,
                                             2002              2001
      Chemical Segment:
      United States                       $  696,422      $  595,268
      Europe                                  11,604          41,536
      Asia                                    35,285          21,707
      Other foreign countries                 29,377          38,684
                                          $  772,688      $  697,195
      Medical Segment:
      United States                       $  379,668      $  893,849
      Asia                                   217,687         168,877
      Other foreign countries                  1,720          20,280
                                          $  599,075      $1,083,006
c) Major Customers

Sales to individual unaffiliated customers in excess of 19% of net sales to
unaffiliated customers are shown below.
                                               Year Ended March 31,
                                             2002                2001
       Medical Segment:
        Customer A                         $280,776            $690,078

d) Product Information

The approximate percentage of sales to unaffiliated customers, based on
products, is as follows:




                                        F-13
                    ADM TRONICS UNLIMTED, INC. AND SUBSIDIARIES
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE YEARS ENDED MARCH 31, 2002 AND 2001

NOTE 10 - SEGMENT INFORMATION, GEOGRAPHICAL INFORMATION, MAJOR CUSTOMERS AND
          CREDIT CONCENTRATION (Cont'd)

                                           Year Ended March 31,
                                          2002              2001
     Chemical Segment:
        Adhesives and primers              64%               65%
        Resins and coatings                25%               34%
        Additives and others               11%                1%
     Medical Segment:
        Contract manufacturing             67%               66%
        Sofpulse units                     25%               11%
        Sonotron devices                    6%               14%
        Other medical devices               2%                9%

NOTE 11 - EXPIRATION OF PRIVATE PLACEMENT OFFERING

The private placement offering to fund research and development in connection
with the blood irradiation device expired during the year ended March 31,
2002.  The monies held in escrow were returned to prospective investors.

NOTE 12 - PREFERRED STOCK

The Company is authorized to issue 5,000,000 shares of Preferred Stock, $.01
par value. The Board of Directors shall determine the terms and conditions of
such Preferred Stock to be issued.






























                                      F-14
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

Andre' Di Mino                      46          President, Chief Executive
                                                Officer and Director

Vincent Di Mino                     76          Vice President of
                                                Production and Director


David Saloff                        49         Director


Andre' Di Mino has been President since December 18, 2001.  Prior thereto he
was
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.

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

David Saloff has been President of Lifewaves, Inc., a health technology
company for the past 3 years.  Prior thereto Mr. Saloff was Vice President of
Electropharmacology, Inc., from which the Company acquired the SofPulse
technology referred to elsewhere herein.  He has been a Director of the
Company since March 18, 2002.

(b)	Identify Significant Employees

Not Applicable.

(c)	Family Relationships

Vincent Di Mino is Andre' Di Mino's uncle. 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;
                                        21
(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 as set forth below no person who at any time
during the fiscal year ended March 31, 2001 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.  Andre' Di Mino has not filed a Form 4 for November 2001 and
the Estate of Dr. Alfonso Di Mino did not file a Form 3.


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, 2002 and
whose total annual salary and bonus exceeded $100,000 (the "Named Officers"):

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

Andre' Di Mino            2002              $86,600                 -0-
Dr. Alfonso Di Mino*      2002              $54,600                 -0-
President and             2001              $93,600                 -0-
Chief Executive Officer   2000              $93,600                 -0-

* Dr. Alfonso Di Mino, was founder and President of the Company from its
inception in 1969 until his death in November 2001.  On December 18, 2001
Andre' Di Mino was appointed to succeed him as President and Chief Executive
Officer.

No individual grants of stock options were made during the fiscal year ended
March 31, 2002 to the Named Officers.
	                                  22

No options issued by the Company were exercised by the Named Officers during
the fiscal year ended March 31, 2002.  On that date, there were 1,292,819
shares of Common Stock underlying unexercised options held by the Named
Officers all of which were exercisable and were out-of-the-money.  The
Company did not reprice any stock option or SAR previously awarded to the
Named Officers.

During the fiscal years ended March 31, 2002, 2001 and 2000, 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 any 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.

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 June 26, 2001 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 of          Name and Address        Amount of Beneficial
Approximate
Class             of Beneficial Owner     Ownership(1)             Percent of
Class(1)

Common            Estate of               3,049,980(2)  shares       11%(2)
Stock,            Dr. Alfonso Di Mino
$.0005 par value  224-S Pegasus Ave.
                  Northvale, NJ 07647

Common            Andre' Di Mino          8,249,774(3)  shares       29%(3)
Stock,            224-S Pegasus Ave.      1,700,000(4)  shares        6%(4)
$.0005 par value  Northvale, NJ 07647     3,400,000(5)  shares       12%(5)
                                          3,049,980(6)  shares       11%(6)

Common            Vincent Di Mino         2,587,928(7)  shares        9%(7)
Stock,            224-S Pegasus Ave.
$.0005 par value  Northvale, NJ 07647     5,100,000(8)  shares       18%(8)


                                         23
Common            David Saloff                 -                      -
Stock,            224-S Pegasus Ave.
$.0005 par value  Northvale, NJ 07647

Common            Burton Friedlander      3,313,900(9)  shares       11%(9)
Stock,            104 Field point Road.
$.0005 par value  Greenwich CT 06830

Common            Heiko H. Thieme         6,617,500(10) shares       23%(10)
Stock,            1370 Ave of the Americas
$.0005 par value  New York, N.Y. 10019

Common            Officers and Direc-    18,987,682(11) shares       66%(11)
Stock,            tors as a group
$.0005 par value  (3 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 beneficially owned by them. For purposes hereof, a
person is deemed to be the beneficial 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 owner's percentage ownership is determined by assuming that any
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 The
Estate, (b) 715,741 shares of Common Stock that may be acquired by The Estate
upon exercise of options, (c) 1,000,000 shares of Common Stock beneficially
owned by the spouse of Dr. Di Mino, in which shares The Estate disclaims any
beneficial ownership, and (d) 1,330,000 shares of Common Stock, which
includes the 1,000,000 shares described in (c) above, subject to an agreement
dated July 8, 1987 pursuant to which The Estate has the power to vote such
shares.
(3)	Represents (a) 7,672,696 shares of Common Stock directly owned by Mr.
Di Mino and (b) 577,078 shares of Common Stock that may be acquired by Mr.
Di Mino upon exercise of options.
(4)	Represents 1,700,000 shares of Commmon 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 the shares held by such Trust.
(5)	Represents 1,700,000 shares of Common Stock held each by the Maria
Elena Di Mino and Maurice Di Mino Irrevocable Trusts, a Trustee of which is
Andre' 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.
(6)   Represents the shares in The Estate of Dr. Alfonso Di Mino the
administrator of which is Andre' Di Mino who may be deemed to be a beneficial
owner of the shares held by The Estate by reason of his power to vote such
shares.  As a beneficiary of The Estate, Mr. Di Mino will directly receive
167,374 of such shares.
(7)	Represents (a) 1,287,928 shares of Common Stock directly owned by Mr.
Di Mino, (b) 700,000 shares of Common Stock that may be acquired by Mr.
Di Mino upon exercise of options, (c) 300,000 shares of Common Stock
beneficially owned by the spouse of Vincent Di Mino, and (d) 300,000 shares
of Common Stock owned by the child of Mr. Di Mino who resides in his home, in
all of which shares set forth in (c) and (d) of this Note Mr. Di Mino
disclaims any beneficial ownership.
(8)	Represents 5,100,000 shares of Common Stock of which 1,700,000 such
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.

                                        24
Vincent Di Mino, a Trustee of each of such Trusts, may be deemed to be a
beneficial owner of the shares held by such Trusts by reason of his power to
vote such shares.
(9)	Represents (a) 417,300 shares of Common Stock directly owned by Mr.
Friedlander, and (b) 2,896,600 shares of Common Stock owned by Friedlander
International Limited.
(10)	Represents (a) 3,000,000 shares of Common Stock that may be acquired
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.
(11)	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) In February 2001, Dr. Alfonso Di Mino loaned the Company $150,000 at 10%
interest repayable in monthly installments of $5,000, which began in March
2001.  The proceeds of the note were used to pay the outstanding indebtedness
due to a bank of $195,000, which was repaid in full in March 2001.  Then
interest was reduced to 6% in 2001.

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, 2002 was approximately $87,900 and the approximate
amount of principal and interest outstanding as of March 31, 2002 was
$85,600.

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:

(1)   Any director or executive officer of the Company;
(2)   Any nominee for election as a director;
(3)   Any security holder named in response to Item 11 hereof; and
(4)   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 on 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.

                                          25
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.  Exhibit 4.2 to the Company's Annual
Report on Form 10-KSB for the fiscal year	ended March 31, 1999 is hereby
incorporated by reference.
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 March 31, 1994 is hereby
incorporated by reference.
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 of March 21, 2002 by and between the Company and New England
Acquisitions, Inc. *
21.1   Subsidiaries of the Company. *
________________________
     * Filed herewith.

(b)   Reports on Form 8-K

    On December 18, 2001 a Current Report on Form 8-K was filed by
the company disclosing Item 5. Other Events related to the passing of
the company's founder and president Dr. Alfonso Di Mino and the
appointment of Andre' Di Mino to serve as President and Chief
Executive Officer.








                                         26

                                     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/ Andre' Di Mino, President
                                    -------------------
                                    Andre' Di Mino
Dated:  July 12, 2002

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/ Andre' Di Mino               Chief Executive Officer
    -------------------          and Director               July 12, 2002
    Andre' Di Mino

/s/ Vincent Di Mino              Director                   July 12, 2002
    -------------------
    Vincent Di Mino

/s/ David Saloff
    -------------------          Director                   July 12, 2002
    David Saloff



















                                          27