<PAGE>

                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

[X]  Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
     Act of 1934

     For the quarterly period ended September 30, 2002 or

[_]  Transition report pursuant to section 13 or 15(d) of the Securities
     Exchange Act of 1934

     For the transition period from ______ to ______

                                     1-9731

                              (Commission file No.)

                      ARRHYTHMIA RESEARCH TECHNOLOGY, INC.

             (Exact name of registrant as specified in its charter)

          DELAWARE                                        72-0925679
(State or other jurisdiction of             (I.R.S. employer identification no.)
 incorporation or organization)

                                25 Sawyer Passway

                         Fitchburg, Massachusetts 01420

              (Address of principal executive office and zip code)

                                 (978) 345-5000

              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes  X     No___.
    ---


As of October 31, 2002 there were 2,748,413 shares of common stock outstanding.

This report consists of 26 pages.

<PAGE>

                      ARRHYTHMIA RESEARCH TECHNOLOGY, INC.

                                TABLE OF CONTENTS

                                    FORM 10-Q

                               September 30, 2002

                                                                            Page
Part I - Financial Information ............................................   3
 Item 1. Financial Statements .............................................   3
  Consolidated Balance Sheets .............................................   3
  Consolidated Statements of Income .......................................   4
  Consolidated Statements of Changes in Shareholders' Equity ..............   5
  Consolidated Statements of Cash Flows ...................................   6
  Supplemental Notes to Consolidated Financial Statements .................   7
 Item 2.  Management's Discussion and Analysis of
          Financial Condition and Results of Operations ...................   8
 Item 3.  Quantitative and Qualitative Disclosures and Market Risk ........  10
 Item 4.  Evaluation of Disclosure Controls and Procedures ................  10
Part II - Other Information ...............................................  10
 Item 1.  Legal Proceedings ...............................................  10
 Item 4.  Submission of Matters to a Vote of Security Holders .............  10
 Item 6.  Exhibits and Reports on Form 8-K ................................  10
SIGNATURES ................................................................  11
CERTIFICATION .............................................................  11
  Exhibit 3.1 - Arrhythmia Research Technology, Inc.  By-laws .............  13
  Exhibit 10.1 - Employment Agreement President James E. Rouse ............  21
  Exhibit 99.1 - Certification pursuant to 18 U.S.C.ss.1350, as adopted
                 pursuant to section 906 of the Sarbanes-Oxley Act of 2002   26


                                       2

<PAGE>

Part I - Financial Information

Item 1. Financial Statements

               ARRHYTHMIA RESEARCH TECHNOLOGY, INC. AND SUBSIDIARY

                           Consolidated Balance Sheets
                                   (Unaudited)

<TABLE>
<CAPTION>
                                 ASSETS                                     September 30,           December 31,
                                                                                2002                    2001
                                                                          ---------------          --------------
<S>                                                                      <C>                     <C>
Current assets:
   Cash and cash equivalents .........................................     $  1,615,037               $ 1,860,822
   Trade and other accounts receivable, net of allowance for
        doubtful accounts of $51,000 .................................          923,208                   854,426
   Inventories, net ..................................................        1,286,612                   897,087
   Deposits, prepaid expenses and other current assets ...............           61,478                    27,887
                                                                           ------------               -----------
     Total current assets ............................................        3,886,335                 3,640,222

Property and equipment, net of accumulated depreciation of
   $4,271,826 and $4,358,954 .........................................        3,053,161                 3,272,592
Goodwill, net of accumulated amortization of $1,079,073 and
   $1,147,326 ........................................................        1,244,000                 1,326,000
Deferred income taxes, net ...........................................          411,923                   444,923
                                                                           ------------               -----------
   Total assets ......................................................     $  8,595,419               $ 8,683,737
                                                                           ============               ===========

                  LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Current maturities of 11% bonds payable ...........................                -                   113,028
   Accounts payable ..................................................          242,231                   343,010
   Accrued expenses ..................................................          378,536                   314,840
                                                                           ------------               -----------
     Total current liabilities .......................................          620,767                   770,878

Shareholders' equity:
   Preferred stock, $1 par value; 2,000,000 shares authorized,
     none issued .....................................................                -                         -
   Common stock, $.01 par value; 10,000,000 shares authorized,
     3,888,131 and 3,758,181 issued ..................................           38,881                    37,582
   Additional paid-in-capital ........................................        9,161,707                 8,999,581
   Common stock held in treasury, 1,059,718 and 869,305
     shares at cost ..................................................       (2,884,116)               (2,357,279)
   Retained earnings .................................................        1,658,180                 1,232,975
                                                                           ------------               -----------
     Total shareholders' equity ......................................        7,974,652                 7,912,859
                                                                           ------------               -----------
     Total liabilities and shareholders' equity ......................     $  8,595,419               $ 8,683,737
                                                                           ============               ===========
</TABLE>

               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                       3

<PAGE>

               ARRHYTHMIA RESEARCH TECHNOLOGY, INC. AND SUBSIDIARY

                        Consolidated Statements of Income
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                             Three Months Ended              Nine Months Ended
                                                                               September 30,                   September 30,
                                                                           2002          2001               2002           2001
                                                                           ----          ----               ----           ----
<S>                                                                       <C>          <C>              <C>            <C>

Revenue ..............................................................    $1,630,427   $1,637,050        $5,377,761     $5,265,686
Cost of sales ........................................................     1,081,964    1,180,898         3,619,737      3,670,360
                                                                          ----------   ----------         ---------     ----------
  Gross profit .......................................................       548,463      456,152         1,758,024      1,595,326
                                                                          ----------   ----------         ---------     ----------
Selling and marketing ................................................        13,062       10,748            36,541         51,943
General and administrative ...........................................       320,858      295,635         1,033,583      1,014,469
Research and development .............................................        15,322       50,078            59,233        151,046
Amortization of goodwill .............................................             -       32,472                 -         97,417
                                                                          ----------   ----------         ---------     ----------
  Income from operations .............................................       199,221       67,219           628,667        280,451
                                                                          ----------   ----------         ---------     ----------
Other income (expense)
  Interest expense ...................................................        (2,656)     (18,165)          (13,532)       (47,274)
  Other income, net ..................................................         5,179        8,712            11,070         20,293
                                                                          ----------   ----------         ---------     ----------
Income before income taxes and cumulative effect of
  change in accounting principle .....................................       201,744       57,766           626,205        253,470
Income tax provision (benefit) .......................................        23,000      (23,000)          144,000         36,000
                                                                          ----------   ----------         ---------     ----------
Income before cumulative effect of change in
  accounting principle ...............................................       178,744       80,766           482,205        217,470
Cumulative effect of change in accounting principle,
  net of tax .........................................................             -            -          (57,000)              -
                                                                          ----------   ----------         ---------     ----------
  Net income .........................................................    $  178,744   $   80,766         $ 425,205     $  217,470
                                                                          ==========   ==========         =========     ==========
Net income per share - basic .........................................    $     0.06   $     0.03         $    0.15     $     0.07
                                                                          ==========   ==========         =========     ==========
Weighted average common shares outstanding - basic ...................     2,905,804    2,976,724         2,915,089      3,034,481
                                                                          ==========   ==========         =========     ==========
Net income per share - dilutive ......................................    $     0.06   $     0.03         $    0.14     $     0.07
                                                                          ==========   ==========         =========     ==========
Weighted average common shares outstanding -dilutive .................     2,927,540    3,150,890         2,955,486      3,202,341
                                                                          ==========   ==========         =========     ==========
</TABLE>

               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                       4

<PAGE>

               ARRHYTHMIA RESEARCH TECHNOLOGY, INC. AND SUBSIDIARY

           Consolidated Statements of Changes in Shareholders' Equity
                                   (Unaudited)

<TABLE>
<CAPTION>

                                       Common Shares        Additional
                                   --------------------      Paid-in         Treasury        Retained
                                   Number        Amount      Capital          Stock          Earnings       Total
                                   ------        ------     ----------       --------        ---------    ----------
<S>                              <C>           <C>         <C>             <C>              <C>          <C>

December 31, 1999 ............   3,711,883      $37,119     $8,946,293    $(1,151,892)      $  390,219    $8,221,739
Issuance of common stock .....      17,798          178         26,322              -                -        26,500
Value of warrants with
    bond renewal .............           -            -        194,000              -                -       194,000
Treasury stock purchase of
    265,040 shares ...........           -            -              -       (502,772)               -      (502,772)
Net income ...................           -            -              -              -          620,127       620,127
                                 ---------      --------    ----------    -----------       ----------    ----------
December 31, 2000 ............   3,729,681      $37,297     $9,166,615    $(1,654,664)      $1,010,346    $8,559,594

Issuance of common stock .....      28,500          285         29,996              -                -        30,281
Warrants repurchased .........           -            -       (197,030)             -                -      (197,030)
Treasury stock purchase of
    305,859 shares ...........           -            -              -       (702,615)               -      (702,615)
Net income ...................           -            -              -              -          222,629       222,629
                                 ---------      --------    ----------    -----------       ----------    ----------
December 31, 2001 ............   3,758,181      $37,582     $8,999,581    $(2,357,279)      $1,232,975    $7,912,859

Exercise of stock options
    and warrants .............     129,950        1,299        162,126              -                -       163,425
Treasury stock purchase of
    190,413 shares ...........           -            -              -       (526,837)               -      (526,837)
Net income ...................           -            -              -              -          425,205       425,205
                                 ---------      --------    ----------    -----------       ----------    ----------
September 30, 2002 ...........   3,888,131      $38,881     $9,161,707    $(2,884,116)      $1,658,180    $7,974,652
                                 =========      ========    ==========    ===========       ==========    ==========
</TABLE>

               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                       5

<PAGE>

               ARRHYTHMIA RESEARCH TECHNOLOGY, INC. AND SUBSIDIARY

                      Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                        Nine months ended
                                                                                          September 30,
                                                                                  2002                   2001
                                                                                  ----                   ----
<S>                                                                             <C>                 <C>
Cash flows from operating activities:

   Net income .............................................................     $  425,205            $  217,470
Adjustments to reconcile net income to net cash provided by operating
      activities:
   Cumulative effect of change in accounting principle, net of tax ........         57,000                     -
   Depreciation ...........................................................        466,575               496,033
   Amortization ...........................................................         11,972               186,178
   Deferred income tax provision ..........................................         33,000                20,000
   Changes in assets and liabilities:
      Trade and other accounts receivable .................................        (68,782)              540,318
      Inventories .........................................................       (389,525)              (61,969)
      Deposits, prepaid expenses and other assets .........................        (33,591)              114,983
      Accounts payable and accrued expenses ...............................        (12,083)             (192,206)
                                                                                ----------            ----------
        Net cash provided by operating activities .........................     $  489,771            $1,320,807
                                                                                ----------            ----------
Cash flows from investing activities:

   Capital expenditures, net of disposals .................................       (247,144)             (351,305)
                                                                                ----------            ----------
        Net cash used in investing activities .............................     $ (247,144)           $ (351,305)
                                                                                ----------            ----------
Cash flows from financing activities:

   Issuance of common stock ...............................................        163,425                30,281
   Payment of bonds .......................................................       (125,000)                    -
   Principle payment of long term debt ....................................              -              (175,000)
   Purchase of treasury stock .............................................       (526,837)             (551,192)
                                                                                ----------            ----------
        Net cash used in financing activities .............................     $ (488,412)           $ (695,911)
                                                                                ----------            ----------
Net increase (decrease) in cash and cash equivalents ......................     $ (245,785)           $  273,591
Cash and cash equivalents at beginning of period ..........................      1,860,822             1,999,292
                                                                                ----------            ----------
Cash and cash equivalents at end of period ................................     $1,615,037            $2,272,883
                                                                                ==========            ==========
</TABLE>

               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                       6

<PAGE>

Supplemental Notes to Consolidated Financial Statements

         The unaudited interim consolidated financial statements and related
notes have been prepared pursuant to the rules and regulations of the Securities
and Exchange Commission. Accordingly, certain information and footnote
disclosures normally included in complete financial statements prepared in
accordance with generally accepted accounting principles have been omitted
pursuant to such rules and regulations. The accompanying unaudited interim
consolidated financial statements and related notes should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's most recent Form 10-K covering the year ended December
31, 2001.

         The information furnished reflects, in the opinion of the management of
Arrhythmia Research Technology, Inc. (the "Company") and its subsidiary Micron
Products Inc., all adjustments necessary for a fair presentation of the
financial results for the interim period presented.

         Interim results are subject to year-end adjustments and audit of year
end results by independent certified public accountants.

Inventories:

<TABLE>
<CAPTION>
Inventories consist of the following as of:                          September 30,         December 31,
                                                                         2002                 2001
                                                                     ------------          ------------
<S>                                                                  <C>                   <C>
Raw materials ..................................................      $  289,046             $166,835
Work-in-process ................................................         315,829              318,070
Finished goods .................................................         681,737              412,182
                                                                      ----------            ---------
     Total .....................................................      $1,286,612             $897,087
                                                                      ==========            =========
</TABLE>

Goodwill:

         Effective January 1, 2002 the Company adopted FASB Statement No.141,
Business Combinations ("SFAS 141") and No. 142, Goodwill and Other Intangible
Assets ("SFAS 142"). SFAS 141 requires the use of the purchase method of
accounting and prohibits the use of the pooling-of-interest method of accounting
for business combinations initiated after June 30, 2001. SFAS 141 also requires
that the Company recognize acquired intangible assets apart from goodwill if the
acquired intangible assets meet certain criteria. SFAS 141 applies to all
business combinations initiated after June 30, 2001 and for purchase business
combinations completed on or after July 1, 2001. It also requires, upon adoption
of SFAS 142, that the Company reclassify the carrying amounts of intangible
assets and goodwill based on the criteria in SFAS 141.

         SFAS 142 requires, among other things, that companies no longer
amortize goodwill, but test goodwill for impairment at least annually. In
addition, SFAS 142, requires that the Company identify reporting units for the
purpose of assessing potential future impairments of goodwill, reassess the
useful lives of other existing recognized intangible assets, and cease
amortization of intangible assets with an indefinite useful life. An intangible
asset with an indefinite useful life should be tested for impairment in
accordance with the guidelines in SFAS 142. SFAS 142 is required to be applied
to all goodwill and other intangible assets regardless of when those assets were
initially recognized.

         As of January 1, 2002, the Company's goodwill of $1,326,000 was
composed of $82,000 associated with attaching machine assets purchased from
Newmark, Inc. in 1997 and $1,244,000 associated with the acquisition of Micron
Products Inc. in 1992. As a result of the transitional impairment tests, the
goodwill associated with the Newmark agreement was determined to be impaired as
determined by using the present value of future cash flows solely related to
attaching machines. The balance of $82,000 ($57,000 net of tax) is being
reported as the cumulative effect of change in accounting principle for the nine
months ended September 30, 2002. The diminishing number of leases and sales of
attaching machines used for the assembly of disposable medical electrodes in
this mature industry lead to the impairment of Newmark goodwill. No adjustment
to the $1,244,000 balance of goodwill associated with the Micron Products
acquisition was deemed necessary as of September 30, 2002.

                                       7

<PAGE>

Goodwill - (continued)

         The continued effect on reported net income due to the cumulative
effect of change in accounting principle, and the discontinuance of goodwill
amortization is as follows:

<TABLE>
<CAPTION>
                                                             Three Months Ended       Nine Months Ended September
                                                                September 30,                     30,
                                                              2002          2001          2002           2001
<S>                                                      <C>           <C>            <C>            <C>
-----------------------------------------------------------------------------------------------------------------
Reported net income                                      $   178,744   $  80,766      $  425,205       $ 217,470
Cumulative effect of change in accounting principle                -           -          57,000               -
Goodwill amortization                                              -      32,472               -          97,417
-----------------------------------------------------------------------------------------------------------------
Adjusted net income before cumulative effect of          $             $              $              $
   change in accounting principle and
   discontinuance of goodwill amortization                   178,744     113,238         482,205         314,887
=================================================================================================================

Basic net income per share as reported                    $      .06   $     .03      $      .15       $     .07
Cumulative effect of change in accounting principle                -           -             .02               -
Goodwill amortization                                              -         .01               -             .03
-----------------------------------------------------------------------------------------------------------------
Basic net income per share before cumulative effect of    $      .06   $     .04      $      .17       $     .10
   change in accounting principle and discontinuance
   of goodwill amortization
=================================================================================================================

Diluted net income per share as reported                  $      .06   $     .03      $      .14       $     .07
Cumulative effect of change in accounting principle                -           -             .02               -
Goodwill amortization                                              -         .01               -             .03
-----------------------------------------------------------------------------------------------------------------
Diluted net income per share before cumulative effect     $      .06   $     .04      $      .16       $     .10
   of change in accounting principle and
   discontinuance of goodwill amortization
=================================================================================================================
</TABLE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

         Any forward looking statements made herein are based on current
expectations of the Company that involves a number of risks and uncertainties
and should not be considered as guarantees of future performance. These
statements are made under the Safe Harbor Provisions of the Private Securities
Litigation Reform Act of 1995. Forward looking statements may be identified by
the use of words such as "expect," "anticipate," "believe," "intend," "plans,"
"predict," or "will." The factors that could cause actual results to differ
materially include: interruptions or cancellation of existing contracts, impact
of competitive products and pricing, product demand and market acceptance risks,
the presence of competitors with greater financial resources than the Company,
product development and commercialization risks and an inability to arrange
additional debt or equity financing.

Liquidity and Capital Resources

         Working capital was $3,265,568 at September 30, 2002 compared to
$2,869,344 at December 31, 2001. The $396,224 increase in working capital for
the first nine months of 2002 is attributed to the generation of $489,771 of
operating cash flows in the nine months ending September 30, 2002. Cash of
$113,028 ($125,000 face value) was consumed in the redemption of 11% bonds
payable, which matured May 2002.

         Increased inventories were created to offset possible production delays
as a result of the discontinued attempt to purchase certain business assets of a
competitor of Micron Products Inc. These inventories are expected to be lower at
year-end through sales to existing customers. The material for the new radio
translucent ECG sensor contributed to the increase in raw material inventory and
this product is expected to begin shipment in early 2003.

         The Company has a $1,000,000 revolving line of credit with a bank that
has been extended until May 30, 2003. The credit line provides for borrowings to
be collateralized by accounts receivable and inventory. However, the Company has
not used the credit line due to sufficient liquidity provided by operations.

                                       8

<PAGE>

         The Company has continued to execute the stock buy back program. During
the quarter ended September 30, 2002, 100,000 shares were repurchased with an
average share price of $2.65. In the first nine months of 2002, 190,413 shares
were acquired at a total market cost of $526,837. The Board of Directors has
authorized a continuation of the stock buy back program for another 50,000
shares in the 4th quarter.

Results of Operations

         Revenue for the third quarter ended September 30, 2002 was $1,630,427
as the compared to $1,637,050 in the three months ended September 30, 2001. For
the nine months ended September 30, 2002, the sales of Micron's standard ECG
sensor products are 5% higher than in the same period of 2001. Micron has
received notification that it has been chosen as the new supplier of the radio
translucent ECG sensor from an existing customer, which will result in
additional sales revenue beginning first quarter 2003.

         Sales of metal snap fasteners distributed by Micron to ECG electrode
manufacturers continued to decline as major accounts switch to direct purchase.
There were no significant sales of the Company's SAECG product in the first nine
months of 2002. These latter two product lines have combined for less than 10%
of revenue for the nine-month period ended September 30, 2002.

         Domestic and foreign sales, which includes sales to Canadian operations
of $664,970 for the three months ended September 30, 2002 and $2,284,073 for the
nine months ended September 30, 2002 are as follows:

<TABLE>
<CAPTION>
                           Three Months Ended September 30,                 Nine Months Ended September 30,
                          2002         %         2001         %            2002        %         2001         %
                          ----         -         ----         -            ----        -         ----         -
<S>                    <C>            <C>       <C>          <C>         <C>         <C>         <C>          <C>
Foreign Sales            $1,403,807     86      $1,326,656     81         $4,579,888    85      $4,355,652     83
Domestic Sales              226,620     14         310,394     19            797,873    15         910,034     17
                         ----------    ---      ----------    ---         ----------   ---      ----------    ---
Total                    $1,630,427    100      $1,637,050    100         $5,377,761   100      $5,265,686    100
                         ==========    ===      ==========    ===         ==========   ===      ==========    ===
</TABLE>

         Currency risk does not affect the Company's financial results because
the Company's foreign sales contracts are denominated in U.S. Dollars.

         Cost of sales was 67% of revenue for the nine months ended September
30, 2002 compared to 70% of revenue for the same period in 2001. The improvement
in 2002 was due to manufacturing efficiencies related to the increase in sales
volume of Micron's ECG sensors. There have been no significant changes in
material cost, wages, or production expenses over the last nine months and none
are expected for the remainder of 2002.

         Selling and marketing expense was $15,402 lower in the first nine
months of 2002 compared to the same period in 2001. In 2001, Micron initiated a
program to expand sales of its ECG sensors in the Pacific Rim regions. This new
venture has not resulted in a significant increase in the Company's revenue for
the nine month period ended September 30, 2002 due to the limited availability
of the Company's foreign agent.

         General and administrative expense includes approximately $111,000 of
legal expenses and $25,600 in other professional and corporate expenses in the
nine month period ended September 30, 2002, which was related to an attempt to
acquire certain business assets of a competitor of Micron Products Inc. The
negotiations to acquire the assets were discontinued in July 2002. The increase
in legal, professional and corporate expenses was offset by a reduction of
general and administrative expenses associated with the consolidation of the
Company's Texas office to Micron's existing location in Massachusetts. The net
effect is an increase of $19,114 in general and administrative expenses in the
nine months ended September 30, 2002 compared to the same period in 2001.

         Research and development expense was $34,756 lower for the third
quarter of 2002 and $91,813 lower for the first nine months of 2002 compared to
similar periods in 2001 due to the elimination of the Company's in-house R&D
staff and overhead as part of closing the Austin, Texas office in 2001. The
redesign of the Predictor(R) 7 software has been completed and minor maintenance
is contracted through outside parties, if and when needed.

         Interest expense is lower in both periods reported for 2002 when
compared to 2001, principally as a result of the early redemption of $425,000 of
11% bonds payable in late 2001, and maturity of $125,000 in 2002.

         Other income includes interest earned on the Company's cash equivalents
of $21,862 for the first nine months of 2002 compared to $76,806 for the nine
months ended September 30, 2001. The reduction of interest income is due to the
lower returns on fixed rate investments. Offsetting part of the loss of interest
income was the elimination of amortization expense on debt discount when the 11%
bonds were redeemed.

                                       9

<PAGE>

         Income taxes as a percent of income for the quarters ended September
30, 2002 and 2001 were 11% and (40%) respectively. For the nine month period
ended September 30, 2002 and September 30, 2001, income taxes as a percent of
income before income taxes and cumulative effect of change in accounting
principle (net of tax) were 23% and 14% respectively. No Federal income taxes
were owed for 2001, and the Company expects to substantially reduce the Federal
income taxes for 2002 by utilizing net operating loss carry forwards.

Item 3.  Quantitative and Qualitative Disclosures and Market Risk

         No material changes have occurred related to the Company's policies,
procedures, controls or risk profile.

Item 4.  Evaluation of Disclosure Controls and Procedures

         Within ninety days prior to the filing date of this report, the
management of the Company including James E. Rouse as President, Chief Operating
Officer and Acting Chief Financial Officer, evaluated the effectiveness of the
Company's disclosure controls and procedures. Under rules promulgated by the
SEC, disclosure controls and procedures are defined as those "controls and other
procedures of an issuer that are designed to ensure that information required to
be disclosed by the issuer in the reports that it files or submits under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported,
within the time periods specified in the Commission's rules and forms." Based on
the evaluation of the Company's disclosure controls and procedures, it was
determined that such controls and procedures were effective as of the date of
the conclusion of the evaluation.

         Further, there were no significant changes in the internal controls or
in other factors that could significantly affect these controls after the date
of the conclusion of their most recent evaluation.

Part II - Other Information

Item 1.  Legal Proceedings

         From time to time the Company may be involved in disputes and
litigation in the normal course of business. The Company is not presently
involved in any disputes or litigation that reasonably could be expected to have
a material impact on the Company's business, operating results, financial
condition and cash flows.

Item 4.  Submission of Matters to a Vote of Security Holders
         On November 1, 2002, the Company held the 2002 Annual Meeting of
Stockholders. At the meeting, stockholders voted the following:

         (1)      The election of two Class I Directors, with terms expiring in
                  2005
                                                      For            Withheld
                                                      ---            --------
                  Russell C. Chambers MD           2,502,659          2,455

                  James E. Rouse                   2,502,459          2,655

         (2)      The Appointment of BDO Seidman to audit the consolidated
                  financial statements of the Company for the year ended
                  December 31, 2002.

                         For                  Against              Abstain
                         ---                  -------              -------
                      2,321,413               169,307               14,394

Item 6.  Exhibits and Reports on Form 8-K

         Exhibit  3.1 - Arrhythmia Research Technology, Inc.  By-laws
         Exhibit 10.1 - Employment Agreement President James E. Rouse
         Exhibit 99.1 - Certification pursuant to 18 U.S.C.ss.1350, as adopted
                        pursuant to section 906 of the Sarbanes-Oxley Act of
                        2002

                                       10

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf the
undersigned thereunto duly authorized.

                                        Arrhythmia Research Technology, Inc.


                                        /s/ James E. Rouse
                                        ---------------------------------------
                                        President, Chief Operating Officer and
                                        Acting Principal Financial Officer

November 12, 2002

                                     11

<PAGE>


CERTIFICATION

I, James E. Rouse, certify that:

     1.   I have reviewed this quarterly report on Form 10-Q of Arrhythmia
          Research Technology, Inc.;

     2.   Based on my knowledge, this quarterly report does not contain any
          untrue statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this quarterly report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant issuer as of, and for, the periods
          presented in this quarterly report;

     4.   The registrant's other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rule 13a-14 and 15d-14) for the registrant and
          we have:

          a.   designed such disclosure controls and procedures to ensure that
               material information relating to the registrant, including its
               consolidated subsidiaries, is made known to us by others within
               those entities, particularly during the period in which this
               quarterly report is being prepared;

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

          c.   presented in this quarterly report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation of the Evaluation Date;

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent evaluation, to the registrant's auditors and the
          audit committee of the registrant's board of directors (or persons
          performing the equivalent function):

          a.   All significant deficiencies in the design or operation of
               internal controls which could adversely affect the registrant's
               ability to record, process, summarize and report financial data
               and have identified for the registrant's auditors any material
               weaknesses in internal controls; and

          b.   Any fraud, whether or not material, that involves management or
               other employees who have a significant role in the registrant's
               internal controls; and

          6.   The registrant's other certifying officers and I have indicated
               in this quarterly report whether or not there were significant
               changes in internal controls or in other factors that could
               significantly affect internal controls subsequent to the date of
               our most recent evaluation, including any corrective actions in
               regard to significant deficiencies and material weaknesses.

DATE: November 12, 2002
                                          /s/ James E. Rouse
                                          -------------------------------------
                                          James E. Rouse
                                          President and Chief Operating Officer

                                       12

<PAGE>

I, James E. Rouse, certify that:

     1.   I have reviewed this quarterly report on Form 10-Q of Arrhythmia
          Research Technology, Inc.;

     2.   Based on my knowledge, this quarterly report does not contain any
          untrue statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this quarterly report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant issuer as of, and for, the periods
          presented in this quarterly report;

     4.   The registrant's other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rule 13a-14 and 15d-14) for the registrant and
          we have:

          a.   designed such disclosure controls and procedures to ensure that
               material information relating to the registrant, including its
               consolidated subsidiaries, is made known to us by others within
               those entities, particularly during the period in which this
               quarterly report is being prepared;

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

          c.   presented in this quarterly report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation of the Evaluation Date;

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent evaluation, to the registrant's auditors and the
          audit committee of the registrant's board of directors (or persons
          performing the equivalent function):

          a.   All significant deficiencies in the design or operation of
               internal controls which could adversely affect the registrant's
               ability to record, process, summarize and report financial data
               and have identified for the registrant's auditors any material
               weaknesses in internal controls; and

          b.   Any fraud, whether or not material, that involves management or
               other employees who have a significant role in the registrant's
               internal controls; and

     6.   The registrant's other certifying officers and I have indicated in
          this quarterly report whether or not there were significant changes in
          internal controls or in other factors that could significantly affect
          internal controls subsequent to the date of our most recent
          evaluation, including any corrective actions in regard to significant
          deficiencies and material weaknesses.

DATE: November 12, 2002

                                                 /s/ James E. Rouse
                                                 ------------------------------
                                                 James E. Rouse
                                                 Acting Chief Financial Officer

                                       13