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, 2001

	                               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.      X

State issuer's revenues for its most recent fiscal year

                                $1,944,853

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 $3,038,517 as of June 29, 2001

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 29, 2001

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













                                       2
     SAFE HARBOR STATEMENT PURSUANT TO SECTION 21E OF THE SECURITIES
                          EXCHANGE ACT OF 1934

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


Item 1.	Description of Business

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


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.

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

                                       3
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 begun supplying trial
samples of Aqualene to companies believed to be interested in
exploring the possibility of eliminating polyethylene in their
operations and producing recyclable paper stock.  The Company has
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, 2001, 2000
and 1999, sales of chemical based products accounted for
approximately 40%, 35% and 45% 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, 2001, 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.

                                      4
The Company generally maintains sufficient quantities of
inventories of its chemical products to meet customer demands.  When
orders are received by the Company for its chemical products, the
Company's customers require immediate shipment thereof.

Accordingly, in order to satisfy its customers' needs, the
Company has maintained an inventory ranging, in dollar amounts, from
15% to 30% of sales of chemical products in the form of either raw
materials or finished goods.

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

None of the Company's chemical products 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, 2001, 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, 2001 and
2000, 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."  Dr. Di Mino assigned to the
Company the Di Mino U.S. Patent without any consideration therefrom.
There are no arrangements, understandings or agreements whereby Dr.
Di Mino will be provided with any consideration in the future with
respect to the Di Mino U.S. Patent.  Foreign Patent applications
bearing the same title and corresponding to the Di Mino U.S. Patent
have been issued as follows:

                                      5

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.

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

The Company believes that the Sonotron Technology can be
utilized to reduce lameness in both thoroughbred and standardbred
horses.  In this connection, the Company commissioned the School of
Veterinary Medicine of the University of Wisconsin-Madison (the
"SVM") to gather data which would confirm the effectiveness of the

                                      6
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

                                      7
applications at the Company's cost plus ten percent.

The FDA permits companies to begin to recoup certain expenses
by charging others for use of medical machines, provided that the
use of such machines does not constitute a commercial distribution
thereof.  Accordingly, the Company is permitted to maintain a clinic
and treatment center utilizing Sonotron Devices, but may not
advertise or otherwise promote Sonotron Devices as being safe and
effective for their intended use.  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 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 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

                                      8
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, 2000 and
2001, other than the regular compensation paid by the Company to its
executive officers, the Company did not spend any appreciable
amounts on testing, application, clinical studies and some company-
sponsored research and development activities in connection with the
Sonotron Technology and other activities determined in accordance
with generally accepted accounting principles. During each of such
years no material amounts were spent on customer-sponsored research
and development activities relating to the development of new
products, services or techniques or the improvement of any of the
foregoing.

Dr. Di Mino has developed a device which utilizes the Sonotron
Technology to non-invasively treat neural-cerebral conditions (the
"NCCD Device").  The NCCD Device is a non-invasive electronic
therapy device which is designed to emit certain radio and audio
waves at prescribed power outputs to a patient's brain and spinal
cord.  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.

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, 2002, 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.

                                       9

During the fiscal year ended March 31, 2001, 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, 2001, the dollar amount of backlog orders for
Sonotron Devices was not material.


Aurex-3

Dr. Di Mino has developed an electronic device (the "Aurex-3")
for the treatment of Tinnitus. Tinnitus is a human medical condition
which manifests itself in a constant and annoying ringing in the
ears. The Aurex-3 uses a probe that transmits a vibratory and audio
signal. In February 1997, Dr. Di Mino filed a patent application for
a United States patent with respect to the Tinnitus Device. Dr. Di
Mino has advised the Company that any patents issued to him in
connection with the Tinnitus Device will be assigned to the Company.
Although significant testing of the Aurex-3 has not been conducted,
pre-production and production prototypes 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 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 noassurance 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, 2001, one customer accounted for
approximately 85% of PAC's sales, which also represented approximately
39% of the Company's sales.  The termination of business relations with
such customer would have a material adverse effect on the Company's results
of operations and financial condition.  Reference is made to Note 10 of
Notes to Consolidated Financial Statements.

                                      10

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 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;

                                     11
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 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

                                     12
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 has entered into a marketing agreement with
Byron Medical of Arizona.  Byron is responsible for promoting the
use of the SofPulse to plastic and cosmetic surgeons throughout the
United States by direct mail, trade shows and telemarketing. The
Company has agreed to pay Byron a commission of 7.5% of rental
revenues received from leads generated by Byron. 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.  The
Company has agreed to pay surgery.com a commission of 7.5% on rental
revenues received from leads generated by surgery.com.


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.  Reference is made to Note 11 of Notes to
Consolidated Financial Statements.


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
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

                                     13
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.

The Company's subsidiary has begun a private offering of its
common stock.  If the offering is successful, the proceeds will
primarily be used to further develop the blood irradiation
technology developed by the Company and prepare it for manufacturing
and clearance to market in the U.S. and other countries.  Depending
upon the amount of the proceeds, additional capital may be needed
to seek to accomplish those objectives.  There can be no assurance
that the offering will be successful or that the subsidiary can
successfully manufacture the product or receive government approval
to market the product anywhere in the world.

Through March 31, 2001, the Company spent approximately $313,000 in
research and development costs.


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

                                     14
equipment designed to relieve the suffering of pain is highly
competitive and substantially all of the Company's competitors
possess greater experience, financial resources, operating history
and marketing capabilities than does the Company.

The Company's chemical and contract manufacturing businesses
are highly competitive and substantially all of the Company's
competitors possess greater experience, financial resources,
operating history and marketing capabilities than does the Company.

The Company does not believe that there are one or more
dominant competitors in such industry.  There can be no assurance
that the Company will be able to effectively compete with any or all
of its competitors on the basis of price, service or otherwise.

Although the company is not aware of any other products
presently being marketed 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

                                     15
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 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

                                     16
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 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.

                                     17
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 of the cost of the treatment
for which the medical device is being used. Successful
commercialization of the Company's products will depend, in part,
upon the availability of reimbursement for the cost of the treatment
from third party health care payors such as Medicare, Medicaid and
private health insurance plans, including health maintenance
organizations. Such third party payors have increasingly challenged
the price of medical products and services, which has and could
continue to have a significant effect on the purchasing patterns of
many health care providers. Several proposals have been made by
federal and state government officials that may lead to health care
reforms, including a government directed national health care system
and health care cost-containment measures. The effect of changes in
the health care system or method of reimbursement for the SofPulse
Device or any other medical device which may be marketed by the
Company in the United States cannot be determined by the Company.

While third party payors generally make their own decisions
regarding which medical procedures and services to cover, Medicaid
and other third party payors may apply standards similar to
Medicare's in determining whether to provide coverage for a
particular procedure or service. The Medicare statute prohibits
payment for any medical procedures or services that are not
reasonable and necessary for the diagnosis or treatment of illness
or injury. The HCFA, an agency within the Department of Health and
Human Services that is responsible for administering the Medicare
program, has interpreted this provision to prohibit Medicare
coverage of procedures that, among other things, are not deemed safe
and effective treatments for the conditions for which they are being

                                     18
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.


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 29, 2001, the Company employed 16 persons, three of
which are executive officers of the Company.  Three employees were
employed by the Company on a part-time basis.

                                      19


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 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 has counterclaimed,
alleging breach of the distribution agreement seeking an unspecified
amount of damages and other matters. The subsidiary is vigorously
prosecuting the action seeking amounts it believes is due to the
subsidiary and return of the medical devices.  Management believes that
all of the allegations of the counterclaims are without merit and can be
successfully defended.

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 intends
to file 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.

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 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.

                                     20
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, 1999                   .54           .40
          September 30, 1999              .54           .30
          December 31, 1999               .44           .23
          March 31, 2000                  .70           .30
          June 30, 2000                   .44           .23
          September 30, 2000              .31           .20
          December 30, 2000               .25           .09
          March 31, 2001                  .31           .13

(b)	On June 26, 2001, the Company's Common Stock was held by
approximately 1,487 holders of record.

(c)	Dividends

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

II.	In April 1999, the Company issued an option for the
purchase of 500,000 shares of its Common Stock to SPS Medical
Equipment Corporation at $.625 per share as part of the
consideration for the acquisition of assets.  No principal
underwriters were involved.  The Company claimed exemption from
registration pursuant to the exemption provided by Section 4(2) of
the Securities Act of 1933, inasmuch as no public offering was
involved.  As of June 29, 2001 such option has expired without any
having been exercised.






                                     21



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

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.


Fiscal 2000 Compared to 1999

Revenues

Sales were $2,698,597 in 2000 as compared to $2,098,997 in 1999
representing an increase of $599,600 or 29%.  The increase was the
result of revenues from a substantial manufacturing contract during
the fiscal year. Other income of $126,864 in 2000 was $86,229 or
212% higher than other income of $40,635 in 1999 primarily due to
a settlement received from an arbitration proceeding.

Gross Profit

Gross profit of $1,462,822 in 2000 was $45,337 or 3% higher than the
gross profit of $1,417,485 for 1999.  Gross profit was 54% of
revenues in 2000 as compared to 68% of revenues in 1999.  The
decrease in gross profit is related to the product mix of sales with
varying gross profit margins.

Operating Loss

Operating loss of $571,818 in 2000 was $174,259 less than the
operating loss of $746,077 in 1999.  The reduction in operating loss
resulted from an increase in gross profit offset by a decrease in

                                     22
selling, general and administrative expenses primarily from legal
costs and expenses associated with an arbitration proceeding and the
termination of various consulting agreements.

Liquidity and Capital Resources

At March 31, 2001 the Company had cash of $113,458 as compared to
$322,208 at March 31, 2000.  This decrease is the result of cash
principally being used in financing activities.

Operating Activities

Cash used in operating activities of $27,619 was 91% less in 2001
as compared to $303,891 used in 2000.  Sales of medical equipment
held for sale or rent in 2001 accounted for the improvement in the
reduction of cash used in operating activities as contrasted with
the purchase of such equipment in fiscal 2000.

Investing Activities

Cash of $1,890 was provided by investing activities in 2001 due to
cash received from repayments of loans by officer offset by
purchases of property and equipment.

Financing Activities

In 2001 $183,021 of cash was used in financing activities.  This was
due to the repayment of notes payable of $333,021 offset by
borrowings on notes payable of $150,000.

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
























                                     23


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,
2001, and the related consolidated statements of operations,
changes in stockholders' equity, and cash flows for the year
ended March 31, 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.  The accompanying consolidated statements of operations,
stockholders' equity and cash flows of ADM Tronics Unlimited,
Inc. and subsidiaries for the year ended March 31, 2000 were
audited by other auditors whose report dated June 9, 2000
expressed an unqualified opinion on those statements.

We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
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, 2001, and the results of their operations and their
cash flows for the year ended March 31, 2001, in conformity with
generally accepted accounting principles.


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

June 8, 2001, except for Note 11(b) which is as of June 29,2001





                                     F-1


INDEPENDENT AUDITORS' REPORT


----------------------------------------------


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


We have audited the consolidated statements of operations,
changes in stockholders' equity, and cash flows of ADM Tronics
Unlimited, Inc. and subsidiaries for the year ended March 31, 2000.
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 audit in accordance with auditing standards generally
accepted in the United States.  Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the results of operations and cash
flows of ADM Tronics Unlimited, Inc. and subsidiaries for the year ended
March 31, 2000, in conformity with accounting principles generally accepted
in the United States.



                         /s/KAUFMAN, ROSSIN & CO.

Miami, Florida
June 9, 2000












                                     F-2


        ADM TRONICS UNLIMITED, INC. AND SUBSIDIARIES
                 CONSOLIDATED BALANCE SHEET
                        MARCH 31, 2001
ASSETS
  Current assets:
Cash and cash equivalents                 $  113,458
Accounts receivable - trade,
  less allowance for doubtful
  accounts of $89,000                        211,134
  Inventories:
      Raw materials and supplies             186,550
      Finished goods                          43,478
  Equipment held for sale or rental          792,244
  Other current assets                        38,492

Total current assets                      $1,385,356

  Property and equipment, at cost, net
   accumulated depreciation of $369,447      101,143
  Equipment in use and under lease
   agreements,- at cost net of accumulated
   depreciation of $391,272                  581,782
  Loan receivable from officer, bearing
   interest at 3% per annum, unsecured        58,991
  Other assets                               163,821
  Escrow private placement subscription
   deposits - contra                         210,500

Total assets                              $2,501,593

Liabilities and stockholders' equity:
  Current liabilities:
Accounts payable - trade                  $  186,118
Accrued expenses                             102,706
Notes payable                                 73,229

Total current liabilities                 $  362,053

Note payable, long-term portion               85,000
Escrow subscription deposits - contra        210,500
Commitments and contingencies

Stockholders equity                        1,844,040

Total liabilities and
  stockholders' equity                    $2,501,593


   See accompanying notes to consolidated financial statements.






                                     F-3

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


                                            2001         2000
Revenues:
  Sales                                  $1,780,201   $2,698,597
  Interest and other income                 164,652      126,864
            Total revenues               $1,944,853   $2,825,461

Costs and expenses:
   Cost of sales                         $  883,932   $1,235,775
   Selling, general and
     administrative                       1,660,409    2,034,640
            Total costs and expenses     $2,544,341   $3,270,415

Loss before income taxes                 $ (599,488)  $ (444,954)

Income taxes                                   -          -

Net loss                                 $ (599,488)  $ (444,954)

Weghted average number of
  common shares outstanding              47,382,037   47,382,037

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













     See accompanying notes to consolidated financial statements.















                                     F-4
<TABLE>
                       ADM TRONICS UNLIMITED, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                           YEARS ENDED MARCH, 31, 2001 AND 2000
<CAPTION>

                       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
<S>                    <C>        <C>         <C>      <C>         <C>          <C>
Balances-March 31, 1999     -     47,382,037  $23,691  $6,740,718  $(3,898,827) $2,865,582

Common stock options
  issued for certain
  tangible and intangible
  assets                    -           -        -	      20,000        -         20,000

Common stock options
  issued for consulting
  services                  -           -        -          1,300        -          1,300

Net loss                    -           -        -	        -       (444,954)   (444,954)

Balances - March 31, 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

<FN>
<F1>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>







                                     F-5













             ADM TRONICS UNLIMITED, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                          YEARS ENDED MARCH 31,
                                                2001       2000
Cash flows from operating activities:
  Net loss                                  $(599,488)  $(444,954)

  Adjustments to reconcile net loss
   to net cash used in operating activities:
      Depreciation and amortization          $ 252,744   $ 258,534
      Provision for losses on
      accounts receivable                         -         45,992
      Common stock options issued as
      compensation                               1,600       1,300
      Changes in operating assets and
      liabilites:
        Accounts receivable - trade            48,804      48,046
        Inventories                            112,517     105,747
        Other current assets                    (2,163)     66,271
        Equipment in use and under
         lease agreements                        4,860    (128,801)
        Equipment held for sale                 56,382     (97,463)
        Other assets                           (17,502)        108
        Accounts payable                        49,937    (137,302)
        Accrued expenses and other              64,690     (21,369)
             Total adjustments               $ 571,869   $ 141,063
             Net cash used in
              operating activities           $ (27,619)  $(303,891)

Cash flows from investing activities:
  Cash consideration paid for Needle Eater
   tangible and intangible assets            $    -      $ (48,820)
  Patents                                         -        (14,577)
  Purchase of property and equipment            (2,310)     (5,068)
  Repayments of loan by officer                  4,200       2,000
             Net cash provided by
               used in) investing activities $   1,890   $ (66,465)

Cash flows from financing activities:
  Borrowings on notes payable                $ 150,000   $ 203,356
  Payments on loan to a former shareholder
   of the newly acquired subsidiary               -         (7,197)
  Payments on notes payable                   (333,021)       -
             Net cash (used in) provided by
               financing activities          $(183,021)  $ 196,159
Net decrease in cash and cash equivalents    $(208,750)  $(174,197)

Cash and cash equivalents - beginning of year  322,208     496,405
Cash and cash equivalents - end of year        113,458     322,208

      See accompanying notes to consolidated financial statements.

                                     F-6




           ADM TRONICS UNLIMITED, INC. AND SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF CASH FLOWS (Cont'd)
                        YEARS ENDED MARCH 31,


                                               2001        2000
Supplemental Disclosures:
   Interest paid                             $ 29,932    $ 23,868
   Income taxes paid                         $  4,948    $   -
   Funds raised from private placement
    offering and held in escrow              $210,500    $   -

Supplemental disclosure of non-cash
 investing and financing activities:
   Common stock options issued as
    consideration for consulting services    $  1,600    $  1,300
   Fair value of assets received in
    connection with Needle Eater purchase    $   -       $ 68,820
   Common stock options issued in
    connection with Needle Eater purchase    $   -       $ 20,000










        See accompanying notes to consolidated financial statements.
























                                     F-7

             ADM TRONICS UNLIMTED, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             FOR THE YEARS ENDED MARCH 31, 2001 AND 2000


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, 2001 and 2000, the chemical product
line accounted for approximately 43% and 35% of sales and the
medical device product line accounted for 57% and 65%
respectively.

c) Cash and Cash Equivalents

The Company considers all highly-liquid investments with a
remaining maturity of three months or less at the time of
purchase and excess operating funds invested in cash management
and money market accounts to be cash.  The money market account
(approximately $89,000 at March 31, 2001) is not insured by the
FDIC.  However, it is insured by the Securities Investor
Protection Corporation (SIPC).

d) Inventories

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







                                     F-8
           ADM TRONICS UNLIMTED, INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           FOR THE YEARS ENDED MARCH 31, 2001 AND 2000

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

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 their 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 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 approved device (Sofpulse
Unit or "Unit") and 418 Sofpulse Units.  These Units (404 units
at March 31, 2001) 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







                                     F-9
            ADM TRONICS UNLIMTED, INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            FOR THE YEARS ENDED MARCH 31, 2001 AND 2000

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

depreciated over seven years commencing on the date placed in
service.  Revenues from leasing activities were approximately
$140,000 and $280,000 for the years ended March 31, 2001 and
2000, respectively.

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.

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 $14,000 and $31,000 in 2001 and 2000,
respectively) is expensed as incurred and is included with
selling, general and administrative expenses in the consolidated
statement of operations.

l) Income Taxes

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








                                     F-10
             ADM TRONICS UNLIMTED, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             FOR THE YEARS ENDED MARCH 31, 2001 AND 2000

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

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 2001 and 2000 as its results would be anti-
dilutive.

n) Use of Estimates

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the 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 noted 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.


















                                     F-11
             ADM TRONICS UNLIMTED, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             FOR THE YEARS ENDED MARCH 31, 2001 AND 2000

NOTE 2 - PROPERTY AND EQUIPMENT

Property and equipment at March 31, 2001 consist of the
following:

      Machinery and equipment             $188,114
      Office furniture and fixtures         96,991
      Leasehold improvements               131,800
      Computer equipment                    53,685
                                          $470,590

      Less accumulated depreciation
        and amortization                   369,447

                                          $101,143

Depreciation and amortization on property and equipment for the
years ended March 31, 2001 and 2000 aggregated $48,876 and
$48,975, respectively.

NOTE 3 - EQUIPMENT IN USE AND UNDER LEASE AGREEMENTS

Equipment in use and under lease agreements at March 31, 2001
consist of the following:

      Sonotron Units                      $ 73,205
      Sofpulse Units                       886,250
      Other Units                           13,599
                                          $973,054

      Less accumulated depreciation       $391,272
                                          $581,782

Depreciation of equipment in use and under lease agreements for
the years ended March 31, 2001 and 2000 aggregated $136,468 and
$142,257, respectively.
















                                     F-12
               ADM TRONICS UNLIMTED, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE YEARS ENDED MARCH 31, 2001 AND 2000


NOTE 4 - OTHER ASSETS

Other assets at March 31, 2001 consist of the following:

     Sonotron refinement costs, net of
      accumulated amortization of $116,276   $ 28,772
     Goodwill, net of accumulated
      amortization of $23,637                  47,275
     Patents, net of accumulated
      amortization of $47,753                  63,135
     Deposits and other assets                 24,639
                                             $163,821

Sonotron refinement costs represent the cost incurred in
connection with the improvement of the Sonotron devices.  These
costs are being amortized over five years, the expected benefit
period.

Amortization expense for the years ended March 31, 2001 and 2000,
aggregated $67,400 and $67,302, respectively.

NOTE 5 - NOTES PAYABLE

Notes payable consist of the following at March 31, 2001:

                                               Current    Long-Term
                                               Portion     Portion
10% note payable to officer/stockholder -
In February 2001, an officer/stockholder
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         $60,000     $85,000

8% note payable to the former shareholder
of a subsidiary; interest and principal
payable quarterly; matured January 1, 2000;
unsecured; repaid in April 2001                $13,229         -
            Total                              $73,229     $85,000

For the years ended March 31, 2001 and 2000 interest expense on
total indebtedness amounted to $29,932 and $23,868, respectively.







                                     F-13
              ADM TRONICS UNLIMTED, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE YEARS ENDED MARCH 31, 2001 AND 2000


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:
                                                 2001       2000
      Tax benefit at U.S. statutory rates     $(204,000) $(151,000)
      Temporary differences                      11,000     23,000
      Change in valuation allowance             193,000     17,000
      Expiration of capital loss carryforward      -       111,000
      Income taxes                             $   -     $    -

At March 31, 2001, the Company had deferred tax assets of
approximately $1,376,000, comprised of $1,334,000 resulting from
net operating loss carryforwards and $42,000 from other temporary
differences.  The deferred tax assets are offset by a valuation
allowance in the amount of $1,376,000.

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 income tax
returns.  As of March 31, 2001, the Company had consolidated net
operating loss carryforwards of approximately $3,450,000 that
will expire during the years 2005 through 2021.

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.  Contributions to the plan for the
year ended March 31, 2000 totaled $3,246.  There were no
contributions to the plan for the year ended March 31, 2001.














                                     F-14
             ADM TRONICS UNLIMTED, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             FOR THE YEARS ENDED MARCH 31, 2001 AND 2000


NOTE 8 - COMMITMENTS AND CONTINGENCIES

a) Leases

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

The approximate future minimum annual rental under these leases
at March 31, 2001 are as follows:

       March 31, 2002                   $134,000
       March 31, 2003                    136,000
       March 31, 2004                    134,000
       March 31, 2005                     85,000
       March 31, 2006                     85,000
       Thereafter thru March 31, 2009    192,000
                                        $766,000

Rent expense for all activities for the years ended March 31,
2001 and 2000 was approximately $157,000 and $149,000,
respectively.

b) Warranties

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

At March 31, 2001, no amount has been accrued for potential
warranty costs and such costs are expected to be nominal.

c) Arthronix Settlement Agreement

In March 1999, the Company and Arthronix, a former distributor of
Sonotron Devices, entered into a settlement agreement providing
for the resolution of all outstanding suits, counter suits,
claims, arbitration awards and satisfaction of all amounts
otherwise due upon the payment by Arthronix of $77,000 to the
Company.  This amount was received by the Company on June 30,
1999 and is included in interest and other revenue in the
consolidated statement of operations for the year ended March 31,
2000.








                                     F-15
              ADM TRONICS UNLIMTED, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE YEARS ENDED MARCH 31, 2001 AND 2000

NOTE 8 - COMMITMENTS AND CONTINGENCIES (Cont'd)

d) Legal Action

A subsidiary of the Company filed in August 2000 a lawsuit
against a distributor of the Company's Sofpulse units claiming.
among other matters, breach of the distribution agreement,
seeking return of such units under lease, and an accounting of
amounts due the subsidiary resulting from the subsidiary's
termination of the agreement with the distributor.

The distributor has counterclaimed, also alleging breach of the
distribution agreement and other matters.  The subsidiary is
vigorously prosecuting the action seeking to recoup compensation
for the rental of the units as well as their return.  Management
believes that all of the allegations of the counterclaim can be
successfully defended.

In June 2001, a former employee of a subsidiary filed a lawsuit
against the Company, subsidiary and Thomas Petrie 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.

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

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 and 2000 is $1,600 and $1,300,
respectively of consulting services which represents the fair
value of consideration paid in the form of non-employee stock
options at the grant date.

A summary of the Company's stock option activity and related
information for the years ended March 31, 2001 and 2000, is as
follows:








                                     F-16
                ADM TRONICS UNLIMTED, INC. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED MARCH 31, 2001 AND 2000


NOTE 9 - STOCK OPTIONS (Cont'd)


                                   Year Ended            Year Ended
                                 March 31, 2001        March 31, 2000

                                         Weighted                Weighted
                                         Average                  Average
                                         Exercise                 Exercise
                              Options     Price	     Options       Price

Outstanding at beginning
 of year                     9,392,819   $0.4152    9,292,819     $0.4373
Granted                        100,000    0.1800      500,000      0.6250
Exercised                         -	        -            -           -
Expired                       (500,000)   (.4860)    (400,000)     (.4025)
Outstanding at end
 of year                     8,992,819    0.4087    9,392,819      0.4152
Exercisable at end
 of year                     8,992,819   $0.4087    9,392,819      0.4152


The expiration dates and exercise prices of stock options, which
were fully vested at March 31, 2001, were as follows:

      Expiration              Number of       Exercise
         Date                  Options         Price

      June 2, 2001             700,000         $0.375
      June 2, 2001             100,000         $0.180
      November 1, 2001       3,000,000         $0.625
      December 31, 2002      3,000,000         $0.500
      February 3, 2003       2,192,819         $0.180

                              8,992,819

The options with expiration dates of June 2, 2001 were not
exercised and have expired and were canceled.













                                     F-17
              ADM TRONICS UNLIMTED, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE YEARS ENDED MARCH 31, 2001 AND 2000


NOTE 9 - STOCK OPTIONS (Cont'd)

The weighted average fair value of options outstanding at March
31, 2001 were as follows:

                                                   Weighted Average
                                                   Fair Value at
                                     Number of     Date of
                                      Options      Grant
Exercise price exceeded the
market price at grant date           6,100,000      $0.0200

Exercise price equaled the
market price at grant date             700,000      $0.0479

Exercise price was less than
the market price at grant date       2,192,819      $0.0416

                                     8,992,819

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
          AND MAJOR CUSTOMERS

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.









                                     F-18
               ADM TRONICS UNLIMTED, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE YEARS ENDED MARCH 31, 2001 AND 2000

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

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:

                                 Chemical          Medical         Total
Year Ended March 31, 2001
Revenues from external
 customers                    $  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

Year ended March 31, 2000
Revenues from external
 customers                    $  950,947        $1,747,650     $2,698,597
Interest revenue                  21,393               263         21,656
Interest expense                    -               23,868         23,868
Depreciation and
 amortization			    62,222           196,312        258,534
Segment loss                    (297,567)	        (147,387)	     (444,954)
Segment assets                 1,192,843         1,764,532      2,957,357
Expenditures for segment
 assets                            5,068              -             5,068



















                                     F-19
            ADM TRONICS UNLIMTED, INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            FOR THE YEARS ENDED MARCH 31, 2001 AND 2000

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


b) Geographical Information

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

                                               Year Ended March 31,
                                             2001              2000

      Chemical Segment:
      United States                       $  595,268      $  892,969
      England                                 41,536            -
      Australia                               21,707          24,214
      Other foreign countries                 38,684          33,764
                                          $  697,195      $  950,947

      Medical Segment:
      United States                       $  893,849      $1,558,731
      Asia                                   168,877         115,425
      Other foreign countries                 20,280          73,494
                                          $1,083,006      $1,747,650

c) Major Customers

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

                                               Year Ended March 31,
                                             2001                2000
       Medical Segment:
        Customer A                         $690,078         $1,164,120

Individual accounts receivable balances at March 31, 2001 in excess
of 10% of total accounts receivable are as follows:

                                               Year Ended March 31,
                                             2001                2000
       Medical Segment:
        Customer A                         $36,904             $90,146
        Customer B                         $67,066                 -









                                     F-20
               ADM TRONICS UNLIMTED, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE YEARS ENDED MARCH 31, 2001 AND 2000

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

d) Product Information

The approximate percentage of sales to unaffiliated customers, based
on products, is as follows:
                                           Year Ended March 31,
                                          2001              2000
       Chemical Segment:
        Adhesives and primers              65%               52%
        Resins and coatings                34%               42%
        Additives and others                1%                6%

       Medical Segment:
        Contract manufacturing             66%               82%
        Sofpulse units                     11%                2%
        Sonotron devices                   14%                8%
        Other medical devices               9%                8%

NOTE 11 - SIGNIFICANT TRANSACTION AND EVENT

a) Needle Eater

In April 1999, the Company, pursuant to an asset purchase agreement,
purchased certain tangible and intangible assets and certain operating
rights relating to a device that grinds and disposes of syringes and
other medical sharps.  In connection therewith, the Company paid $48,826
in cash, granted stock options to purchase 500,000 shares of the
Company's Common Stock at an exercise price of $.625 which expired in
March 2001, and executed a consulting agreement providing for monthly
payments of $750 for twenty-four months.  Under this agreement, the
Company received fifteen Needle Eater devices, related supplies and
assignment of certain Patent rights.  The Company intends to manufacture
and sell Needle Eater devices nationally and via the internet.

Additionally, the asset purchase agreement contains a provision for
contingent consideration whereby on March 2001 and each year thereafter
until March 2012, the Company must pay the seller the greater of $50,000
or 5% of net sales relating to the product for that year.  If however,
5% of sales are less than $50,000, the Company has the option to only
pay the 5% of sales amount and return all rights to the product acquired
back to the seller.  During the years ended March 31, 2001 and 2000, the
Company sold approximately 50 and 60 Needle Eater devices resulting in
revenues of approximately $56,000 and $64,000, respectively.







                                     F-21
                ADM TRONICS UNLIMTED, INC. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED MARCH 31, 2001 AND 2000


NOTE 11 - SIGNIFICANT TRANSACTION AND EVENT (Cont'd)

b) Private Placement

During the year ended March 31, 2000, the Company, through its
wholly owned subsidiary, Immuno-Therapy Corporation (ITC),
continued research and development activities relating to the
development of a blood irradiation device intended to be
effective in the treatment of certain viral and bacterial
infections in humans and animals.  Through March 31, 2001, the
Company spent approximately $313,000 in research and development
expense.

ITC intends to fund future research and development costs through
a private placement offering which commenced on March 10, 2000.
On February 21, 2001, such offering was replaced by another
private placement offering in which the Company and ITC are offering
to sell 125,000 units at $2.00 per unit (each unit consisting of one
share of the Company's Preferred Stock and one share of ITC's
common stock) on a "best efforts, all or none basis" and on a
"best efforts" basis as to an additional 1,125,000 units.  The
offering period was to expire on June 30, 2001 which was subject
to extension by the Board of Directors.  On June 29, 2001, the
Board extended the offering period for an additional 60 days.  At
March 31, 2001, the Company held in escrow $210,500 in
subscription funds.

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-22

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

                             Not applicable.


PART III

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

I.

(a)   Identification of Executive Officers and Directors

Name                                Age         Position

Dr. Alfonso Di Mino                 81          President, Chief Executive
                                                Officer and Director

Vincent Di Mino                     75          Vice President of

                                                Production and Director

Andre' Di Mino                      45          Executive Vice President,
                                                Secretary, Treasurer,
                                                Chief Operating Officer
                                                and Director

Dr. Harold Gelb                     76          Director


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

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

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

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

(b)	Identify Significant Employees

Thomas Petrie, age 56, may be deemed to be a significant employee.
Thomas Petrie has been the President of PAC for approximately six years.

                                     24

(c)	Family Relationships

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

(d)	Involvement in Certain Legal Proceedings

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

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

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

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

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

(g)	Promoters and Control Persons

Not Applicable.


II.	Section 16(a) Beneficial Ownership Reporting Compliance

Based solely upon a review of any Forms 3 and 4 and amendments
thereto furnished to the Company under Rule 16a-3(a) under the
Exchange Act during its most recent fiscal year and any Forms 5 and
amendments thereto furnished to the Company with respect to its most
recent fiscal year, and any written representations referred to in
subparagraph (b)(2)(i) of Item 405 of Regulation S-B, 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.

                                     25

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, 2001 and whose total annual
salary and bonus exceeded $100,000 (the "Named Officer"):

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

Dr. Alfonso         2001           $93,600           -0-
Di Mino,
President and
Chief Executive
Officer
                    2000           $93,600           -0-

                    1999           $93,600           -0-


No individual grants of stock options were made during the fiscal
year ended March 31, 2001 to the Named Officer.

No options issued by the Company were exercised by the Named
Officer during the fiscal year ended March 31, 2001.  On that date,
there were 715,741 shares of Common Stock underlying unexercised
options held by the Named Officer 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 Officer.

During the fiscal years ended March 31, 2001, 2000 and 1999,
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 other
than Thomas Petrie.  In November 1997, PAC entered into a five year
Employment Agreement with Mr. Petrie pursuant to which Mr. Petrie
has been employed as PAC's President and Chief Engineer.  The
Employment Agreement provides for an annual salary of $75,000 and
a bonus ranging from 3% to 5% of Pac's net income.

The Company does not have any compensatory plan or arrangement,
including payments to be received from the Company with respect to
any person named in the Summary Table, which plan or arrangement results

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

Common      Dr. Alfonso Di Mino     3,049,980(2)      9%(2)
Stock,      224-S Pegasus Ave.      shares
$.0005      Northvale, NJ 07647
par value

Common      Andre' Di Mino          8,249,774(3)     25%(3)
Stock,      224-S Pegasus Ave.      shares
$.0005      Northvale, NJ 07647
par value                           1,700,000(4)      5%(4)
                                    shares

                                    3,400,000(5)     10%(5)
 	                              shares

Common      Vincent Di Mino         2,587,928(6)      8%(6)
Stock,      224-S Pegasus Ave.      shares
$.0005      Northvale, NJ 07647
par value
                                    5,100,000(7)     15%(7)
                                    shares


Common      Burton Friedlander      6,313,900(8)     19%(8)
Stock,      104 Field point Road.   shares
$.0005      Greenwich CT 06830
par value

Common      Dr. Harold Gelb           500,000(9)      2%(9)
Stock,	425 E. 58 Street        shares
$.0005      New York, NY 10022
par value


                                     27

Common      Heiko H. Thieme         7,617,500(12)    23%(12)
Stock,      1370 Ave of the Americas
$.0005      New York, N.Y. 10019
par value

Common      Officers and Direc-    19,487,682(13)    58%(13)
Stock,      tors as a group        shares
$.0005      (4 persons)
par value


(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 Dr. Di Mino, (b) 715,741 shares of Common Stock that may be
acquired by Dr. Di Mino upon exercise of options, (c)
1,000,000 shares of Common Stock beneficially owned by the
spouse of Dr. Di Mino, in which shares Dr. Di Mino 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 Dr. Di Mino 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 Common Stock held by the Andre'
Di Mino Irrevocable Trust, a Trustee and the beneficiary of
which is Andre' Di Mino who may be deemed to be a beneficial
owner of 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 (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

                                     28
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.

(7)	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. 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.

(8)	Represents (a) 417,300 shares of Common Stock directly owned
by Mr. Friedlander, (b) 3,000,000 shares of Common Stock that
may be acquired by Mr. Friedlander upon exercise of a warrant,
and (c) 2,896,600 shares of Common Stock owned by Friedlander
International Limited.

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

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

(11) Less than 1%.

(12)	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, and (d)1,000,000 shares of Common
Stock that may be acquired by The Global Opportunity Fund
Limited upon exercise of a Warrant.

(13)	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.

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

                                     29
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, 2001 was
approximately $87,900 and the approximate amount of principal and
interest outstanding as of March 31, 2001 was $85,600.

As payment for consulting services, on March 16, 1999 the
Company issued a warrant to Heiko H. Thieme.  The warrant expires
on December 31, 2002 and permits the holder to purchase up to
3,000,000 shares of the Company's Common Stock at a price of $.375
per share until December 31, 2000 and at a price of $.50 per share
thereafter.

As payment for consulting services, on June 2, 2000 the Company issued
to Dr. Harold Gelb an option to purchase 100,000 shares of the Company's
Common Stock at $.18 per share.  The option expired on June 2, 2001.

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 of Form 8-K

(a)	Exhibits

3.1    Certificate of Incorporation and amendments thereto filed on
       August 9, 1976 and May 15, 1978. Exhibit 3(a) to the
       Company's Registration Statement on Form 10, File No. 0-17629
       (the "Form 10"), is hereby incorporated by reference.
3.2    Certificate of Amendment to Certificate of Incorporation filed
       December 9, 1996. Exhibit 3(a) to the Company's Annual Report
       on Form 10-KSB for the fiscal year ended March 31, 1997 is
       hereby incorporated by reference.
3.3    By-Laws. Exhibit 3(b) to the Form 10 is hereby incorporated
       by reference.
4.1    Warrant issued to the Global Opportunity Fund Inc. Exhibit 4.1
       to Amendment No. 1 to the Company's Annual Report on Form 10
       KSB for the fiscal year ended March 31, 1998 is hereby
       incorporated by reference.



                                     30
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.
4.3    Warrant issued to Burton Friedlander. Exhibit 4.3 to the
       Company's Annual Report on Form 10KSB for the fiscal year
       ended March 31, 2000 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 ended 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   Employment Agreement of November 26, 1997 between Thomas
       Petrie and Precision Assembly Corp.  Exhibit 10.11 to
       Amendment No. 1 to the Company's Annual Report on Form 10-KSB
       for the fiscal year ended March 31, 1998 is hereby
       incorporated by reference.
21.1   Subsidiaries of the Company. *
_________________________
*   Filed herewith.

(b)   Reports on Form 8-K

            Not applicable


                                     31

	                       SIGNATURES

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


                                ADM TRONICS UNLIMITED, INC.

                           By:  /s/ Dr. Alfonso Di Mino, President
                                    -------------------
                                    Dr. Alfonso Di Mino

Dated:  July 13, 2001

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

Signatures                       Title                      Date

/s/ Dr. Alfonso Di Mino          Chief Executive Officer
    -------------------          and Director               July 13, 2001
    Dr. Alfonso Di Mino

/s/ Andre' Di Mino		   Principal Financial
    -------------------          and Accounting Officer
    Andre' Di Mino               and Director               July 13, 2001

/s/ Vincent Di Mino              Director                   July 13, 2001
    -------------------
    Vincent Di Mino


    -------------------          Director
    Dr. Harold Gelb




EXHIBIT 21.1         SUBSIDIARIES

Subsidiary Name                           State of Incorporation

Sonotron Medical Systems, Inc.            Delaware
Vet-Sonotron Systems, Inc.                Delaware
Pegasus Laboratories, Inc.                New Jersey
AA Northvale Medical Associates, Inc.     New Jersey
Arthritic Relief Centers, Inc.            Nevada
ADM Medical Ventures, Inc.                Nevada
Enviro-Pack Development Corporation       New Jersey
Precision Assembly Corporation            New Jersey
Immuno-Therapy Corporation                New Jersey (A subsidiary
                                                      of Precision
                                                      Assembly
                                                      Corporation)
                                     32