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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549





FORM 10-Q







|x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------

For the quarterly period ended December 27, 2008

OR



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------

For the transition period from  to
 .

Commission file number 0-17966





MICRONETICS, INC.

(Exact name of small business issuer as specified in its
charter)







|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Delaware                                                       |  | 22-2063614                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)



|                                         |  |           
|---------------------------------------- |  | ----------
|26 Hampshire Drive, Hudson NH            |  | 03051     
|(Address of principal executive offices) |  | (Zip Code)

(603) 883-2900

(Issuers telephone number)



(Former name, former address and former fiscal year, if changed since last report)





Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions
of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  | x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).    Yes   ̈    No  x

As of January 31, 2009, the issuer had 4,553,635 shares of common stock, par value $.01 per share, outstanding.









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MICRONETICS, INC.

INDEX



|                               |  |          |  |                                                                                                         |  |         
|------------------------------ |  | -------- |  | ------------------------------------------------------------------------------------------------------- |  | --------
|                               |  |          |  |                                                                                                         |  | Page No.
|Part I. Financial Information: |  |         
|                               |  |          | 
|                               |  | Item 1.  |  | Financial Statements (unaudited).                                                                       |  |         
|                               |  |          | 
|                               |  |          |  | Consolidated Balance Sheets  December 27, 2008 and March 31, 2008                                      |  | 3       
|                               |  |          | 
|                               |  |          |  | Consolidated Statements of Operations  Thirteen Weeks Ended December 27, 2008 and December 31,
2007    |  | 4       
|                               |  |          | 
|                               |  |          |  | Consolidated Statements of Operations  Thirty-nine Weeks Ended December 27, 2008 and December 31,
2007 |  | 5       
|                               |  |          | 
|                               |  |          |  | Consolidated Statement of Shareholders Equity  Thirty-nine Weeks Ended December 27,
2008              |  | 6       
|                               |  |          | 
|                               |  |          |  | Consolidated Statements of Cash Flows  Thirty-nine Weeks Ended December 27, 2008 and December 31,
2007 |  | 7       
|                               |  |          | 
|                               |  |          |  | Notes to Consolidated Financial Statements                                                              |  | 8       
|                               |  |          | 
|                               |  | Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                   |  | 18      
|                               |  |          | 
|                               |  | Item 3.  |  | Quantitative and Qualitative Disclosures About Market Risk                                              |  | 25      
|                               |  |          | 
|                               |  | Item 4.  |  | Controls and Procedures                                                                                 |  | 25      
|                               | 
|Part II. Other Information:    |  | 26      
|                               |  |          | 
|                               |  | Item 1.  |  | Legal Proceedings                                                                                       |  | 26      
|                               |  |          | 
|                               |  | Item 1A. |  | Risk Factors                                                                                            |  | 26      
|                               |  |          | 
|                               |  | Item 2.  |  | Unregistered Sales of Equity Securities And Use of Proceeds                                             |  | 26      
|                               |  |          | 
|                               |  | Item 3.  |  | Defaults Upon Senior Securities                                                                         |  | 27      
|                               |  |          | 
|                               |  | Item 4.  |  | Submission of Matters to Vote of Security Holders                                                       |  | 27      
|                               |  |          | 
|                               |  | Item 5.  |  | Other Information                                                                                       |  | 27      
|                               |  |          | 
|                               |  | Item 6.  |  | Exhibits                                                                                                |  | 27      



2



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MICRONETICS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)



|                                                                                                                                                                                |  |                   |            |   |                |   |            |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ---------- | - | -------------- | - | ---------- | -
|                                                                                                                                                                                |  | December 27, 2008 |            |   | March 31, 2008 |  
|ASSETS                                                                                                                                                                          |  |                   |            |   |                |   |            |  
|Current assets:                                                                                                                                                                 |  |                   |            |   |                |   |            |  
|Cash                                                                                                                                                                            |  | $                 | 49,621     |   |                | $ | 3,163,415  |  
|Short-term investment                                                                                                                                                           |  |                   |           |   |                |   | 400,000    |  
|Accounts receivable, net of allowance for doubtful accounts of $408,677 and $364,981 at December 27, 2008 and March 31, 2008,
respectively                                      |  |                   | 5,420,201  |   |                |   | 4,861,780  |  
|Inventories, net                                                                                                                                                                |  |                   | 10,360,651 |   |                |   | 7,316,246  |  
|Deferred tax asset                                                                                                                                                              |  |                   | 545,005    |   |                |   | 576,170    |  
|Prepaid income taxes                                                                                                                                                            |  |                   | 791,744    |   |                |   |           |  
|Prepaid expenses and other current assets                                                                                                                                       |  |                   | 324,170    |   |                |   | 306,159    |  
|                                                                                                                                                                                |  |                   |            |   |                |   |            |  
|Total current assets                                                                                                                                                            |  |                   | 17,491,392 |   |                |   | 16,623,770 |  
|                                                                                                                                                                                |  |                   |            |   |                |   |            |  
|Property, plant and equipment, net                                                                                                                                              |  |                   | 4,044,296  |   |                |   | 4,159,963  |  
|Other assets:                                                                                                                                                                   |  |                   |            |   |                |   |            |  
|Security deposits                                                                                                                                                               |  |                   | 86,839     |   |                |   | 24,659     |  
|Long-term investments                                                                                                                                                           |  |                   |           |   |                |   | 250,000    |  
|Other long term assets                                                                                                                                                          |  |                   | 28,851     |   |                |   | 35,034     |  
|Intangible assets, net                                                                                                                                                          |  |                   | 1,567,378  |   |                |   | 3,361,200  |  
|Goodwill, net of impairment charge                                                                                                                                              |  |                   | 1,117,197  |   |                |   | 8,931,944  |  
|                                                                                                                                                                                |  |                   |            |   |                |   |            |  
|Total other assets                                                                                                                                                              |  |                   | 2,800,265  |   |                |   | 12,602,837 |  
|                                                                                                                                                                                |  |                   |            |   |                |   |            |  
|TOTAL ASSETS                                                                                                                                                                    |  | $                 | 24,335,953 |   |                | $ | 33,386,570 |  
|                                                                                                                                                                                |  |                   |            |   |                |   |            |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                            |  |                   |            |   |                |   |            |  
|Current liabilities:                                                                                                                                                            |  |                   |            |   |                |   |            |  
|Current portion of long-term debt                                                                                                                                               |  | $                 | 1,360,904  |   |                | $ | 1,434,193  |  
|Line of credit                                                                                                                                                                  |  |                   | 2,373,042  |   |                |   |           |  
|Accounts payable                                                                                                                                                                |  |                   | 1,040,857  |   |                |   | 1,284,567  |  
|Accrued expenses                                                                                                                                                                |  |                   | 2,866,608  |   |                |   | 2,707,769  |  
|Deferred revenue                                                                                                                                                                |  |                   | 144,035    |   |                |   |           |  
|                                                                                                                                                                                |  |                   |            |   |                |   |            |  
|Total current liabilities                                                                                                                                                       |  |                   | 7,785,446  |   |                |   | 5,426,529  |  
|Long-term debt, net of current portion                                                                                                                                          |  |                   | 3,250,000  |   |                |   | 4,226,342  |  
|Other long-term liability                                                                                                                                                       |  |                   | 6,100      |   |                |   | 80,000     |  
|Deferred tax liability                                                                                                                                                          |  |                   | 913,310    |   |                |   | 1,245,052  |  
|                                                                                                                                                                                |  |                   |            |   |                |   |            |  
|Total liabilities                                                                                                                                                               |  |                   | 11,954,856 |   |                |   | 10,977,923 |  
|                                                                                                                                                                                |  |                   |            |   |                |   |            |  
|Shareholders equity:                                                                                                                                                           |  |                   |            |   |                |   |            |  
|Preferred stock, $0.10 par value; 100,000 shares authorized; no shares issued or outstanding                                                                                    |  |                   |           |   |                |   |           |  
|Common stock, $0.01 par value; 10,000,000 shares authorized; 5,391,217 issued, 4,553,635 and 5,007,742 shares outstanding at December 27,
2008 and March 31, 2008, respectively |  |                   | 53,912     |   |                |   | 53,912     |  
|Additional paid-in capital                                                                                                                                                      |  |                   | 12,122,732 |   |                |   | 11,608,536 |  
|Retained earnings                                                                                                                                                               |  |                   | 3,184,966  |   |                |   | 12,478,398 |  
|                                                                                                                                                                                |  |                   |            |   |                |   |            |  
|                                                                                                                                                                                |  |                   | 15,361,610 |   |                |   | 24,140,846 |  
|Treasury stock at cost, 837,582 and 383,475 shares at December 27, 2008 and March 31, 2008, respectively                                                                        |  |                   | (2,980,513 | ) |                |   | (1,732,199 | )
|                                                                                                                                                                                |  |                   |            |   |                |   |            |  
|Total shareholders equity                                                                                                                                                      |  |                   | 12,381,097 |   |                |   | 22,408,647 |  
|                                                                                                                                                                                |  |                   |            |   |                |   |            |  
|TOTAL LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                      |  | $                 | 24,335,953 |   |                | $ | 33,386,570 |  
|                                                                                                                                                                                |  |                   |            |   |                |   |            |  

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



3



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MICRONETICS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



|                                                |  |                      |            |   |                   |   |           |  
|----------------------------------------------- |  | -------------------- | ---------- | - | ----------------- | - | --------- | -
|                                                |  | Thirteen Weeks Ended |           
|                                                |  | December 27, 2008    |            |   | December 31, 2007 |  
|Net sales                                       |  | $                    | 8,397,750  |   |                   | $ | 8,828,302 |  
|Cost of sales                                   |  |                      | 5,651,783  |   |                   |   | 5,202,993 |  
|                                                |  |                      |            |   |                   |   |           |  
|Gross profit                                    |  |                      | 2,745,967  |   |                   |   | 3,625,309 |  
|                                                |  |                      |            |   |                   |   |           |  
|Operating expenses:                             |  |                      |            |   |                   |   |           |  
|Research and development                        |  |                      | 483,682    |   |                   |   | 288,880   |  
|Selling, general and administrative             |  |                      | 1,955,985  |   |                   |   | 1,986,427 |  
|Goodwill impairment charge                      |  |                      | 7,964,916  |   |                   |   |          |  
|Intangible asset impairment charge              |  |                      | 1,295,000  |   |                   |   |          |  
|Amortization of intangible assets               |  |                      | 160,857    |   |                   |   | 183,357   |  
|                                                |  |                      |            |   |                   |   |           |  
|Total operating expenses                        |  |                      | 11,860,440 |   |                   |   | 2,458,664 |  
|                                                |  |                      |            |   |                   |   |           |  
|(Loss) income from operations                   |  |                      | (9,114,473 | ) |                   |   | 1,166,645 |  
|                                                |  |                      |            |   |                   |   |           |  
|Other income (expense):                         |  |                      |            |   |                   |   |           |  
|Interest income                                 |  |                      | 3,349      |   |                   |   | 23,570    |  
|Interest expense                                |  |                      | (90,366    | ) |                   |   | (107,846  | )
|Unrealized loss on interest rate swap           |  |                      | (112,850   | ) |                   |   | (83,973   | )
|Miscellaneous income (expense)                  |  |                      | 2,225      |   |                   |   | (1,000    | )
|                                                |  |                      |            |   |                   |   |           |  
|Total other expense                             |  |                      | (197,642   | ) |                   |   | (169,249  | )
|                                                |  |                      |            |   |                   |   |           |  
|(Loss) income before provision for income taxes |  |                      | (9,312,115 | ) |                   |   | 997,396   |  
|Provision for income taxes                      |  |                      | 72,323     |   |                   |   | 441,363   |  
|                                                |  |                      |            |   |                   |   |           |  
|Net (loss) income                               |  | $                    | (9,384,438 | ) |                   | $ | 556,033   |  
|                                                |  |                      |            |   |                   |   |           |  
|(Loss) income per common share                  |  |                      |            |   |                   |   |           |  
|Basic                                           |  | $                    | (1.96      | ) |                   | $ | 0.11      |  
|                                                |  |                      |            |   |                   |   |           |  
|Diluted                                         |  | $                    | (1.96      | ) |                   | $ | 0.11      |  
|                                                |  |                      |            |   |                   |   |           |  
|Weighted average common shares outstanding      |  |                      |            |   |                   |   |           |  
|Basic                                           |  |                      | 4,788,212  |   |                   |   | 4,987,525 |  
|Diluted                                         |  |                      | 4,788,212  |   |                   |   | 4,993,559 |  

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



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MICRONETICS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



|                                                |  |                         |            |   |                   |   |            |  
|----------------------------------------------- |  | ----------------------- | ---------- | - | ----------------- | - | ---------- | -
|                                                |  | Thirty-Nine Weeks Ended |           
|                                                |  | December 27, 2008       |            |   | December 31, 2007 |  
|Net sales                                       |  | $                       | 22,029,860 |   |                   | $ | 24,901,931 |  
|Cost of sales                                   |  |                         | 14,236,261 |   |                   |   | 15,231,272 |  
|                                                |  |                         |            |   |                   |   |            |  
|Gross profit                                    |  |                         | 7,793,599  |   |                   |   | 9,670,659  |  
|                                                |  |                         |            |   |                   |   |            |  
|Operating expenses:                             |  |                         |            |   |                   |   |            |  
|Research and development                        |  |                         | 1,214,248  |   |                   |   | 601,344    |  
|Selling, general and administrative             |  |                         | 5,862,572  |   |                   |   | 5,616,755  |  
|Gain on sale of property and equipment          |  |                         |           |   |                   |   | (44,364    | )
|Goodwill impairment charge                      |  |                         | 7,964,916  |   |                   |   |           |  
|Intangible asset impairment charge              |  |                         | 1,295,000  |   |                   |   |           |  
|Amortization of intangible assets               |  |                         | 498,820    |   |                   |   | 549,807    |  
|                                                |  |                         |            |   |                   |   |            |  
|Total operating expenses                        |  |                         | 16,835,556 |   |                   |   | 6,723,542  |  
|                                                |  |                         |            |   |                   |   |            |  
|(Loss) income from operations                   |  |                         | (9,041,957 | ) |                   |   | 2,947,117  |  
|                                                |  |                         |            |   |                   |   |            |  
|Other income (expense):                         |  |                         |            |   |                   |   |            |  
|Interest income                                 |  |                         | 32,010     |   |                   |   | 83,344     |  
|Interest expense                                |  |                         | (281,023   | ) |                   |   | (384,692   | )
|Unrealized gain (loss) on interest rate swap    |  |                         | 1,018      |   |                   |   | (154,041   | )
|Miscellaneous income                            |  |                         | 13,611     |   |                   |   | 1,788      |  
|                                                |  |                         |            |   |                   |   |            |  
|Total other expense                             |  |                         | (234,384   | ) |                   |   | (453,601   | )
|                                                |  |                         |            |   |                   |   |            |  
|(Loss) income before provision for income taxes |  |                         | (9,276,341 | ) |                   |   | 2,493,516  |  
|Provision for income taxes                      |  |                         | 17,091     |   |                   |   | 1,134,230  |  
|                                                |  |                         |            |   |                   |   |            |  
|Net (loss) income                               |  | $                       | (9,293,432 | ) |                   | $ | 1,359,286  |  
|                                                |  |                         |            |   |                   |   |            |  
|(Loss) income per common share                  |  |                         |            |   |                   |   |            |  
|Basic                                           |  | $                       | (1.88      | ) |                   | $ | 0.28       |  
|                                                |  |                         |            |   |                   |   |            |  
|Diluted                                         |  | $                       | (1.88      | ) |                   | $ | 0.28       |  
|                                                |  |                         |            |   |                   |   |            |  
|Weighted average common shares outstanding      |  |                         |            |   |                   |   |            |  
|Basic                                           |  |                         | 4,934,012  |   |                   |   | 4,911,995  |  
|Diluted                                         |  |                         | 4,934,012  |   |                   |   | 4,936,774  |  

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



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MICRONETICS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY

(Unaudited)



|                             |  |              |   |  |          |        |                          |   |                  |  |   |               |   |  |       |            |   |  |   |            |  
|---------------------------- |  | ------------ | - |  | -------- | ------ | ------------------------ | - | ---------------- |  | - | ------------- | - |  | ----- | ---------- | - |  | - | ---------- | -
|                             |  | Common Stock |   |  |          |        |                          |   |                  |  |   |               |  
|                             |  | Shares       |   |  | ParValue |        | AdditionalPaid-InCapital |   | RetainedEarnings |  |   | TreasuryStock |   |  | Total |           
|Balance at March 31, 2008    |  | 5,007,742    |   |  | $        | 53,912 |                          | $ | 11,608,536       |  | $ | 12,478,398    |   |  | $     | (1,732,199 | ) |  | $ | 22,408,647 |  
|Stock based compensation     |  |             |   |  |          |       |                          |   | 514,196          |  |   |              |   |  |       |           |   |  |   | 514,196    |  
|Purchase of treasury shares  |  | (454,107     | ) |  |          |       |                          |   |                 |  |   |              |   |  |       | (1,248,314 | ) |  |   | (1,248,314 | )
|Net loss                     |  |             |   |  |          |       |                          |   |                 |  |   | (9,293,432    | ) |  |       |           |   |  |   | (9,293,432 | )
|                             |  |              |   |  |          |        |                          |   |                  |  |   |               |   |  |       |            |   |  |   |            |  
|Balance at December 27, 2008 |  | 4,553,635    |   |  | $        | 53,912 |                          | $ | 12,122,732       |  | $ | 3,184,966     |   |  | $     | (2,980,513 | ) |  | $ | 12,381,097 |  
|                             |  |              |   |  |          |        |                          |   |                  |  |   |               |   |  |       |            |   |  |   |            |  

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



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MICRONETICS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                                  |  |                          |            |   |                   |   |            |  
|--------------------------------------------------------------------------------- |  | ------------------------ | ---------- | - | ----------------- | - | ---------- | -
|                                                                                  |  | Thirty-Nine Weeks Ended, |           
|                                                                                  |  | December 27, 2008        |            |   | December 31, 2007 |  
|Cash flow from operating activities:                                              |  |                          |            |   |                   |   |            |  
|Net (loss) income                                                                 |  | $                        | (9,293,432 | ) |                   | $ | 1,359,286  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                          |            |   |                   |   |            |  
|Depreciation and amortization                                                     |  |                          | 1,312,539  |   |                   |   | 1,286,641  |  
|Goodwill impairment charge                                                        |  |                          | 7,964,916  |   |                   |   |           |  
|Intangible asset impairment charge                                                |  |                          | 1,295,000  |   |                   |   |           |  
|Stock-based compensation                                                          |  |                          | 514,196    |   |                   |   | 464,685    |  
|Deferred taxes                                                                    |  |                          | (384,477   | ) |                   |   |           |  
|Gain on sale of property and equipment                                            |  |                          |           |   |                   |   | (44,364    | )
|Unrealized (gain) loss on interest rate swap                                      |  |                          | (1,018     | ) |                   |   | 154,041    |  
|Provision for allowances on accounts receivable                                   |  |                          | 43,696     |   |                   |   | 117,388    |  
|Provision for inventory obsolescence and losses                                   |  |                          | 386,411    |   |                   |   | 401,698    |  
|Changes in operating assets and liabilities, net of acquisition:                  |  |                          |            |   |                   |   |            |  
|Accounts receivable                                                               |  |                          | (602,117   | ) |                   |   | (401,851   | )
|Inventories                                                                       |  |                          | (3,430,816 | ) |                   |   | (203,375   | )
|Other long term assets                                                            |  |                          | 6,183      |   |                   |   | 97,276     |  
|Prepaid income taxes                                                              |  |                          | (979,461   | ) |                   |   | (23,199    | )
|Prepaid expenses, other current assets, and other assets                          |  |                          | (53,164    | ) |                   |   | 11,923     |  
|Accounts payable                                                                  |  |                          | (243,709   | ) |                   |   | (410,118   | )
|Accrued expenses                                                                  |  |                          | 159,857    |   |                   |   | 322,765    |  
|Deferred revenue                                                                  |  |                          | 144,035    |   |                   |   |           |  
|                                                                                  |  |                          |            |   |                   |   |            |  
|Net cash (used in) provided by operating activities                               |  |                          | (3,161,361 | ) |                   |   | 3,132,796  |  
|                                                                                  |  |                          |            |   |                   |   |            |  
|Cash flows from investing activities:                                             |  |                          |            |   |                   |   |            |  
|Proceeds from sale of property and equipment                                      |  |                          |           |   |                   |   | 461,898    |  
|Proceeds from sale of investments                                                 |  |                          | 650,000    |   |                   |   |           |  
|Purchase of marketable securities                                                 |  |                          |           |   |                   |   | (650,000   | )
|Purchase of equipment                                                             |  |                          | (645,835   | ) |                   |   | (789,671   | )
|Stealth acquisition, net of cash acquired                                         |  |                          |           |   |                   |   | (1,500,000 | )
|MICA acquisition, net of cash acquired                                            |  |                          | 20,522     |   |                   |   | (3,120,933 | )
|                                                                                  |  |                          |            |   |                   |   |            |  
|Net cash provided by (used in) investing activities                               |  |                          | 24,687     |   |                   |   | (5,598,706 | )
|                                                                                  |  |                          |            |   |                   |   |            |  
|Cash flows from financing activities:                                             |  |                          |            |   |                   |   |            |  
|Proceeds from line of credit                                                      |  |                          | 2,373,042  |   |                   |   | 728,528    |  
|Repayments on line of credit                                                      |  |                          |           |   |                   |   | (728,528   | )
|Repayments on mortgages and term loan                                             |  |                          | (1,080,112 | ) |                   |   | (1,059,736 | )
|Repayments of MICA debt                                                           |  |                          |           |   |                   |   | (646,820   | )
|Repayments of capital leases                                                      |  |                          | (21,736    | ) |                   |   | (2,643     | )
|Purchase of treasury shares                                                       |  |                          | (1,248,314 | ) |                   |   |           |  
|Proceeds from the issuance of common stock                                        |  |                          |           |   |                   |   | 125,044    |  
|                                                                                  |  |                          |            |   |                   |   |            |  
|Net cash provided by (used in) financing activities                               |  |                          | 22,880     |   |                   |   | (1,584,155 | )
|                                                                                  |  |                          |            |   |                   |   |            |  
|Net change in cash                                                                |  |                          | (3,113,794 | ) |                   |   | (4,050,065 | )
|Cash at beginning of period                                                       |  |                          | 3,163,415  |   |                   |   | 7,058,524  |  
|                                                                                  |  |                          |            |   |                   |   |            |  
|Cash at end of period                                                             |  | $                        | 49,621     |   |                   | $ | 3,008,459  |  
|                                                                                  |  |                          |            |   |                   |   |            |  
|Supplemental disclosure of cash flow information:                                 |  |                          |            |   |                   |   |            |  
|Cash paid during the period for:                                                  |  |                          |            |   |                   |   |            |  
|Interest                                                                          |  | $                        | 288,792    |   |                   | $ | 247,656    |  
|                                                                                  |  |                          |            |   |                   |   |            |  
|Income taxes                                                                      |  | $                        | 1,402,000  |   |                   | $ | 1,134,000  |  
|                                                                                  |  |                          |            |   |                   |   |            |  
|Supplemental disclosure of non-cash financing activities:                         |  |                          |            |   |                   |   |            |  
|Property and equipment acquired under capital leases                              |  | $                        | 58,241     |   |                   | $ |           |  
|Treasury stock purchase from stock option exercise                                |  | $                        |           |   |                   | $ | 205,185    |  
|Shares issued to MICA stockholders                                                |  | $                        |           |   |                   | $ | 1,999,968  |  
|Recognition of uncertain tax positions                                            |  | $                        |           |   |                   | $ | 96,443     |  

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



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MICRONETICS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.
BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America (US GAAP) for interim financial information and the rules of the Securities and Exchange Commission for quarterly reports on Form 10-Q. It is suggested that these consolidated
condensed financial statements be read in conjunction with the Companys Annual Report on Form 10-K for its fiscal year ended March 31, 2008. In the opinion of management, the statements contain all adjustments, including normal recurring
adjustments necessary in order to present fairly the financial position as of December 27, 2008, the results of operations for the thirteen and thirty-nine weeks ended December 27, 2008 and December 31, 2007, and the cash flows for
the thirty-nine weeks ended December 27, 2008 and December 31, 2007.

As of April 1, 2008 the Company changed its fiscal
quarters to the 13-week period ending on the Saturday nearest June 30, September 30 and December 31. As a result, the first and fourth quarter may be more or less than 13 weeks, by 1 to 6 days, which can affect comparability
between periods. The third quarter of Fiscal 2009 has 91 days versus 92 in the third quarter of Fiscal 2008. The Companys fiscal year end is still March 31, 2009.

The results of operations for the thirteen and thirty-nine weeks ended December 27, 2008 are not necessarily indicative of the results to be
expected for the full year ended March 31, 2009. The Company has reclassified certain prior period amounts to conform with the current period presentation.

2. PRINCIPAL BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Summary of operations and basis of
consolidationMicronetics, Inc. and subsidiaries (collectively the Company or Micronetics) are engaged in the design, development, manufacturing and marketing of a broad range of high performance wireless components,
test equipment and integrated multifunction subassemblies used in cellular, microwave, satellite, radar and communication systems around the world.

The consolidated financial statements include the accounts of Micronetics, Inc. (Micronetics) and its wholly-owned subsidiaries, Microwave & Video Systems, Inc. (MVS), Enon Microwave, Inc.
(Enon), Microwave Concepts, Inc. (MicroCon) Stealth Microwave, Inc. (Stealth) and MICA Microwave Corporation (MICA). The operating results of MICA have been included in the Companys consolidated
financial statements since June 5, 2007, the date of acquisition (See Note 3). In December 2007, the Enon subsidiary was dissolved and its operations were merged with and into the Micronetics operations. All material intercompany balances
and transactions have been eliminated in consolidation.

Use of estimatesThe preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America (US GAAP) 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 revenue and expenses during the reporting period. Estimates and judgments include revenue recognition, assumptions used in stock option and goodwill valuations,
reserves for accounts receivable and inventories, useful lives of property, plant and equipment, purchase price allocation, valuation of investments, intangibles, accrued liabilities, and deferred income taxes and various other assumptions that it
believes are reasonable under the circumstances. Actual results could differ from those estimates.

InvestmentsThe
Companys investments at March 31, 2008 consisted of auction rate securities (ARS) with varying maturities. These ARS were redeemed in full at cost during Fiscal 2009.

Revenue recognitionThe Company generates revenue from the sale of products, technology development, and licensing. Revenue is recognized
when persuasive evidence of an arrangement exists, delivery of product has occurred or services have been rendered, the price to the customer is fixed or determinable, collection is reasonably assured, and no future services are required. The
Companys products are primarily hardware components, and to a lesser extent integrated assembly which includes microwave hardware and embedded software, that are delivered to original equipment manufacturers (OEMs) of telecommunication and
networking products who are considered to be end users. The Company enters into contracts for production of highly customized microwave and radio frequency components and integrated sub-assemblies which it accounts for in accordance with SOP 81-1,
Accounting for Performance of Construction-Type and Certain Production-Type of Contracts. For these types of contracts, the Company records revenue based on the percentage of completion method (assuming all other requirements for revenue
recognition have been satisfied) typically using labor hours to measure progress toward completion of the contract as the Company has determined this methodology best reflects the fundamentals of the contract. If estimates to complete the contract
change materially from one period to the next, profit levels could significantly vary. Deferred revenue represents billings in excess of revenue recognized.



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The Company sells its products using a direct sales force and sales representatives. Contracts with
customers do not include product return rights or price protection. The estimated costs of product warranties are accrued based on historical experience at the time the revenue is recognized. Unless customers purchase an extended warranty,
Micronetics offers a one-year warranty.

Recent accounting pronouncementsIn December 2006, the FASB issued SFAS No. 157, Fair
Value Measurements(SFAS No. 157). SFAS 157 clarifies the principle that fair value should be used on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy
that prioritizes the information used to develop those assumptions. Under SFAS 157, fair value measurements would be separately disclosed by level within the fair value hierarchy. The Provisions of SFAS 157, as issued, are effective for the fiscal
years beginning after November 15, 2007. However, in February 2008, the FASB issued FASB Staff Position No. 157-2, Effective Date of FASB Statement No. 157, (FSP 157-2) that amended SFAS 157 to delay the
effective date for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (that is, at least annually). FSP 157-2 defers the effective date
of SFAS 157 to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years for items within the scope. In addition, in October 2008 the FASB issued FASB Staff Position FAS 157-3, Determining the Fair Value
of a Financial Asset When the Market for That Asset Is Not Active,which clarified the application of how the fair value of a financial asset is determined when the market for that financial asset is inactive. FSP No. 157-3 was effective
upon issuance, including prior periods for which financial statements had not been issued. The Companys partial adoption of SFAS No. 157 on April 1, 2008 with respect to financial assets and financial liabilities recognized or
disclosed at fair value in the financial statements on a recurring basis did not have a material impact on the Companys consolidated financial statements. See Note 12 for the fair value measurement disclosures for these assets and liabilities.
The Company is in the process of analyzing the potential impact of SFAS No. 157 relating to its planned April 1, 2009 adoption of the remainder of the standard.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial LiabilitiesIncluding an amendment of FASB Statement
No. 115 (SFAS 159). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. SFAS 159 is effective for fiscal years beginning after November 15, 2007. Early
adoption is permitted, provided the Company also elects to apply the provisions of SFAS 157. Although the Company adopted SFAS 159 as of April 1, 2008, the Company has not elected the fair value options for any items permitted under SFAS 159.

In June 2007, the FASB ratified Emerging Issues Task Force (EITF) 07-03, Accounting for Nonrefundable Advance Payments for
Goods or Services Received for Use in Future Research and Development Activities (EITF 07-03). EITF 07-03 requires companies to defer and capitalize prepaid nonrefundable advance payments for goods or services that will be
used for future research and development activities over the period that the research and development activities are performed or the services are provided, subject to an assessment of recoverability. The provisions of EITF 07-3 were effective
beginning April 1, 2008. The adoption of EITF 07-03 did not have any effect on the Companys financial statements

In
December 2007, the FASB issued Statement of Financial Accounting Standards No. 141(Revised), Business Combinations(SFAS 141(Revised)), which replaces Statement of Financial Accounting Standards
No. 141, Business Combinations(SFAS 141). SFAS 141(Revised) requires the assets acquired, liabilities assumed, and any non-controlling interest to be measured at their fair values as of the acquisition date.
SFAS 141(Revised) also requires expensing of acquisition related costs and restructuring costs, and re-measurement of earn out provisions at fair value. SFAS 141(Revised) is effective for any of the Companys business combinations on or after
April 1, 2009. SFAS 141 (Revised) will have an impact on accounting for business combinations once adopted but the effect is dependent upon acquisitions at the time.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidated Financial Statements(SFAS 160). SFAS 160
clarifies the accounting and reporting standards for the noncontrolling interest in a subsidiary, including classification as a component of equity. SFAS 160 is effective for the Company on April 1, 2009. The Company is currently evaluating the
effect that the adoption of SFAS 160 will have on its consolidated results of operations and financial condition.

In March 2008, the FASB
issued Statement of Financial Accounting Standards No. 161, Disclosures About Derivative Instruments and Hedging Activities, an Amendment of Statement No. 133 (SFAS 161). SFAS 161 expands the disclosure
requirements in Statement 133 about an entitys derivative instruments and hedging activities. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. The Company is currently evaluating the effect
that the adoption of SFAS 161 will have on its consolidated financial statements.

In April 2008, the FASB issued Staff Position No. FAS
142-3, Determination of the Useful Life of Intangible Assets (FSP FAS 142-3). FSP FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life
of a recognized intangible asset under SFAS 142, Goodwill and Other Intangible Assets (SFAS 142). The intent of FSP FAS 142-3 is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and



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the period of expected cash flows used to measure the fair value of the asset under SFAS 141(Revised) and other applicable accounting literature. FSP FAS
142-3 is effective for fiscal years beginning after December 15, 2008. The Company is currently evaluating the effect that the adoption of FSP FAS 142-3 will have on its consolidated results of operations and financial condition.

In November 2008, the FASB ratified Emerging Issues Task Force (EITF) Issue No. 08-6, Equity Method Investment Accounting Considerations.
EITF 08-6 clarifies the accounting for certain transactions and impairment considerations involving equity method investments. EITF 08-6 is effective for fiscal years beginning after December 15, 2008, with early adoption prohibited. The
Company does not currently have any investments that are accounted for under the equity method. The pending adoption of EITF 08-6 is not expected to have an impact on its consolidated financial statements.

In November 2008, the FASB ratified Emerging Issues Task Force Issue No. 08-7, Accounting for Defensive Intangible Assets. EITF 08-7
clarifies the accounting for certain separately identifiable intangible assets which an acquirer does not intend to actively use but intends to hold to prevent its competitors from obtaining access to them. EITF 08-7 requires an acquirer in a
business combination to account for a defensive intangible asset as a separate unit of accounting which should be amortized to expense over the period the asset diminishes in value. EITF 08-7 is effective for fiscal years beginning after
December 15, 2008, with early adoption prohibited.

In September 2008, the FASB issued FSP FAS 133-1 and FASB Interpretation
(FIN) 45-4, Disclosures about Credit Derivatives and Certain Guarantees  An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement
No. 161.FSP FAS 133-1 and FIN 45-4 amends SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities,to require disclosures by sellers of credit derivatives, including credit derivatives
embedded in hybrid instruments. FSP FAS 133-1 and FIN 45-4 also amend FIN No. 45, Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others,to require
additional disclosure about the current status of the payment/performance risk of a guarantee. The provisions of the FSP, which amend SFAS No. 133 and FIN No. 45, are effective for reporting periods (annual or interim) ending after
November 15, 2008. FSP FAS 133-1 and FIN 45-4 also clarifies the effective date in SFAS No. 161. Disclosures required by SFAS No. 161 are effective for any reporting period (annual or interim) beginning after November 15, 2008.
We do not expect the adoption of FSP FAS 133-1 and FIN 45-4 to have a material impact on our Consolidated Financial Statements.

3. ACQUISITION

On June 5, 2007, the Company entered into an Agreement of Merger and Plan of Reorganization (the Merger Agreement) with
MICA, a California corporation whereby MICA became a wholly-owned subsidiary of Micronetics. Pursuant to the terms and conditions of the Merger Agreement, the Company acquired all of the common stock of MICA for $3.0 million in cash and $2.0 million
in shares of Micronetics common stock (248,135 shares). A post-closing adjustment of $20,522 was recorded during the thirteen weeks ended June 28, 2008 based upon MICAs net worth on the closing date.

The acquisition of MICA provides a broader range of RF/Microwave products, including high performance mixers and ferrites to the Company, and will
provide the Company with further integrated microwave sub-systems and systems solutions.

The following table summarizes the fair value
assigned to the assets acquired and liabilities assumed at the date of acquisition:



|                                             |  |                |       |  
|-------------------------------------------- |  | -------------- | ----- | -
|                                             |  | (in thousands) |      
|Cash and accounts receivable                 |  | $              | 773   |  
|Inventory                                    |  |                | 1,308 |  
|Property, plant and equipment                |  |                | 483   |  
|Other assets                                 |  |                | 41    |  
|Development technology drawings              |  |                | 220   |  
|Customer relationships                       |  |                | 1,180 |  
|Order backlog                                |  |                | 90    |  
|Trade name                                   |  |                | 260   |  
|Goodwill                                     |  |                | 2,930 |  
|Debt                                         |  |                | (647  | )
|Deferred taxes                               |  |                | 101   |  
|Deferred taxes on acquired intangible assets |  |                | (700  | )
|Income taxes payable                         |  |                | (137  | )
|Accounts payable and accrued expenses        |  |                | (704  | )
|                                             |  |                |       |  
|Subtotal                                     |  |                | 5,198 |  
|Less: cash assumed                           |  |                | (97   | )
|                                             |  |                |       |  
|Net purchase price                           |  | $              | 5,101 |  
|                                             |  |                |       |  



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The acquisition of MICA was accounted for as a purchase under SFAS No. 141, Business
Combinations. Accordingly, the operating results of MICA have been included in the Companys consolidated financial statements since the June 5, 2007 acquisition date. The Company estimated the useful lives of the acquired other
intangible assets to be one to ten years and has included them in intangible assets, net, in the accompanying consolidated balance sheet as of June 28, 2008. The values and useful lives assigned to intangible assets were based on management
estimates and guidance from an independent appraisal.

The following table sets forth certain pro forma results for the thirty-nine weeks
ended December 31, 2007 if the acquisition of MICA had taken place on April 1, 2007:



|                              |  |                                           |       
|----------------------------- |  | ----------------------------------------- | ------
|                              |  | Thirty-Nine Weeks Ended(Unaudited)       
|                              |  | December 31, 2007                        
|                              |  | (in thousands, except earnings per share)
|Pro forma revenue             |  | $                                         | 25,697
|Pro forma net income (1)      |  | $                                         | 1,404 
|Pro forma earnings per share: |  |                                           |       
|Basic                         |  | $                                         | 0.29  
|Diluted                       |  | $                                         | 0.28  

| | 
| | 

| | (1) | Amortization costs of approximately $161,000 related to the purchase price in 2007 were assessed to the thirty-nine weeks ended December 31, 2007 income. Management believes
that including these adjustments allows investors to better compare results in the future periods.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

4. INVENTORIES, NET

At December 27, 2008 and March 31, 2008, inventories consisted of the following:



|                           |  |                   |            |   |                |   |           |  
|-------------------------- |  | ----------------- | ---------- | - | -------------- | - | --------- | -
|                           |  | December 27, 2008 |            |   | March 31, 2008 |  
|Raw materials              |  | $                 | 6,387,318  |   |                | $ | 4,549,171 |  
|Work in process            |  |                   | 3,814,347  |   |                |   | 2,346,513 |  
|Finished goods             |  |                   | 1,010,485  |   |                |   | 885,650   |  
|                           |  |                   |            |   |                |   |           |  
|                           |  |                   | 11,212,150 |   |                |   | 7,781,334 |  
|Less:                      |  |                   |            |   |                |   |           |  
|Allowance for obsolescence |  |                   | (851,499   | ) |                |   | (465,088  | )
|                           |  |                   |            |   |                |   |           |  
|                           |  | $                 | 10,360,651 |   |                | $ | 7,316,246 |  
|                           |  |                   |            |   |                |   |           |  

5. PROPERTY, PLANT AND EQUIPMENT, NET

At December 27, 2008 and March 31, 2008, property, plant and equipment, net consisted of the following:



|                                     |  |                   |            |   |                |   |            |  
|------------------------------------ |  | ----------------- | ---------- | - | -------------- | - | ---------- | -
|                                     |  | December 27, 2008 |            |   | March 31, 2008 |  
|Land                                 |  | $                 | 162,000    |   |                | $ | 162,000    |  
|Buildings and leasehold improvements |  |                   | 1,136,162  |   |                |   | 1,105,745  |  
|Machinery and equipment              |  |                   | 9,646,794  |   |                |   | 8,979,161  |  
|Furniture, fixtures and other        |  |                   | 242,563    |   |                |   | 242,563    |  
|                                     |  |                   |            |   |                |   |            |  
|                                     |  |                   | 11,187,519 |   |                |   | 10,489,469 |  
|Less accumulated depreciation        |  |                   | (7,143,223 | ) |                |   | (6,329,506 | )
|                                     |  |                   |            |   |                |   |            |  
|                                     |  | $                 | 4,044,296  |   |                | $ | 4,159,963  |  
|                                     |  |                   |            |   |                |   |            |  

In May 2007, the Company sold commercial condominium housing Micronetics Enon division. The
proceeds from the sale were $461,898. The Company recorded a gain on the sale of the building of $69,609.



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6. INTANGIBLE ASSETS AND GOODWILL

In accordance with SFAS No. 142, Goodwill and Other Intangible Assets, (SFAS No. 142) the Company tests goodwill for impairment annually and when an event occurs or circumstances change that would more likely than not
reduce the fair value of a reporting unit below its carrying value. Goodwill is tested for impairment using a two-step process. The first step is to determine if there is an impairment based on the estimated fair value of the reporting units
compared to the carrying value and the second step is to determine the amount of the impairment.

During the thirteen weeks ended December
27, 2008, based on a combination of factors, including the current economic environment, the operating results of the Companys commercial high performance amplifier business, and a sustained decline in the Companys market capitalization,
the Company concluded that there were sufficient indicators to require the Company to perform an interim goodwill impairment analysis as of December 27, 2008. Accordingly, in the thirteen weeks ended December 27, 2008, the Company performed a step 1
assessment of its goodwill by reporting unit and determined that the estimated fair value of two of our reporting units fell below the carrying value of those respective reporting units, with the other reporting unit exceeding and passing step 1.
SFAS No. 142 provides that if there is not sufficient time to complete the step 2 analysis prior to a filing date, the Company should book an estimate and adjust the estimate in the next filing period once the step 2 analysis has been completed.
Therefore, the Company has recorded, on a preliminary basis, an estimated goodwill impairment charge of approximately $4.9 million and $3.1 million for the thirteen weeks ended December 27, 2008 related to the Companys high performance
amplifier and mixer/ferrite reporting units, respectively. The estimated fair values of the reporting units were determined using a combination of discounted cash flows, sales and EBITDA multiples as the best evidence of fair value. The step 2
analysis for these two reporting units is expected be completed in the fourth quarter of fiscal 2009. Once completed, there may be an adjustment to the goodwill impairment charged recorded.

In connection with completing our goodwill impairment analysis, the Company reviewed the Companys customer relationship intangible assets
associated with the impaired reporting units and determined that triggering events had occurred related to this intangible asset under SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets. The Company determined that
the forecasted undiscounted cash flows related to the customer relationship intangible assets with the Companys high performance amplifier business was less than its carrying value. As a result, the Company recorded an impairment charge of
approximately $1.3 million to reduce the carrying value of the customer relationship to its estimated fair value, which is based on a discounted cash flow analysis. The forecasted undiscounted cash flows related to the customer relationship
intangible assets with our mixer/ferrite business exceeded its carrying value and therefore this asset was not impaired. No assurance can be given that the underlying estimates and assumptions utilized in our determination of an assets
undiscounted future cash flows will materialize as anticipated.

The following table presents details of the Companys finite-lived
intangible assets as of December 27, 2008 and March 31, 2008 (in thousands):



|                                         |  |                   |  |                         |       |                  |   |          |  |            |       |                         |   |          |  |   |       |  |   |       |  |   |      
|---------------------------------------- |  | ----------------- |  | ----------------------- | ----- | ---------------- | - | -------- |  | ---------- | ----- | ----------------------- | - | -------- |  | - | ----- |  | - | ----- |  | - | -----
|Intangible Assets                        |  | UsefulLife(years) |  | December 27, 2008       |       | March 31, 2008  
|                                         |  | GrossValue        |  | AccumulatedAmortization |       | ImpairmentCharge |   | NetValue |  | GrossValue |       | AccumulatedAmortization |   | NetValue
|Customer relationships (non-contractual) |  | 7-10              |  | $                       | 4,130 |                  | $ | 1,687    |  | $          | 1,295 |                         | $ | 1,148    |  | $ | 4,130 |  | $ | 1,282 |  | $ | 2,848
|Covenants not to compete                 |  | 2                 |  |                         | 480   |                  |   | 480      |  |            |       |                         |   |         |  |   | 480   |  |   | 480   |  |   |     
|Order backlog                            |  | 1                 |  |                         | 380   |                  |   | 380      |  |            |       |                         |   |         |  |   | 380   |  |   | 364   |  |   | 16   
|Trade Name                               |  | 10                |  |                         | 260   |                  |   | 41       |  |            |       |                         |   | 219      |  |   | 260   |  |   | 21    |  |   | 239  
|Developed technology- drawings           |  | 5                 |  |                         | 390   |                  |   | 190      |  |            |       |                         |   | 200      |  |   | 390   |  |   | 132   |  |   | 258  
|                                         |  |                   |  |                         |       |                  |   |          |  |            |       |                         |   |          |  |   |       |  |   |       |  |   |      
|Total intangibles                        |  |                   |  | $                       | 5,640 |                  | $ | 2,778    |  | $          | 1,295 |                         | $ | 1,567    |  | $ | 5,640 |  | $ | 2,279 |  | $ | 3,361
|                                         |  |                   |  |                         |       |                  |   |          |  |            |       |                         |   |          |  |   |       |  |   |       |  |   |      

The Company amortizes intangible assets with finite lives over the estimated useful lives of the respective
assets. The following is a summary of estimated aggregate amortization expense for each of the five succeeding fiscal years:



|                  |  |                |      
|----------------- |  | -------------- | -----
|                  |  | (in thousands)
|Remainder of 2009 |  | $              | 67   
|2010              |  |                | 267  
|2011              |  |                | 239  
|2012              |  |                | 233  
|2013              |  |                | 162  
|Thereafter        |  |                | 599  
|                  |  |                |      
|Total             |  | $              | 1,567
|                  |  |                |      



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Changes in the carrying amount of goodwill at December 27, 2008 and March 31, 2008 are as
follows:



|                                       |  |                   |            |   |                |   |          
|-------------------------------------- |  | ----------------- | ---------- | - | -------------- | - | ---------
|                                       |  | December 27, 2008 |            |   | March 31, 2008
|Balance at the beginning of the period |  | $                 | 8,931,944  |   |                | $ | 5,982,709
|Acquisitions                           |  |                   |           |   |                |   | 2,949,235
|Estimated impairment charges           |  |                   | (7,964,916 | ) |                |   |         
|Purchase accounting adjustments        |  |                   | 150,169    |   |                |   |         
|                                       |  |                   |            |   |                |   |          
|Balance at the end of the period       |  | $                 | 1,117,197  |   |                | $ | 8,931,944
|                                       |  |                   |            |   |                |   |          

7. ACCRUED EXPENSES

At December 27, 2008 and March 31, 2008 accrued expenses consisted of the following:



|                                      |  |                   |           |                |   |          
|------------------------------------- |  | ----------------- | --------- | -------------- | - | ---------
|                                      |  | December 27, 2008 |           | March 31, 2008
|Unbilled payables                     |  | $                 | 1,140,607 |                | $ | 370,541  
|Professional fees                     |  |                   |          |                |   | 30,000   
|Payroll, benefits and related taxes   |  |                   | 926,845   |                |   | 1,453,369
|Warranty                              |  |                   | 120,090   |                |   | 119,252  
|Unrealized loss on interest rate swap |  |                   | 279,847   |                |   | 280,865  
|Miscellaneous                         |  |                   | 399,219   |                |   | 453,742  
|                                      |  |                   |           |                |   |          
|                                      |  | $                 | 2,866,608 |                | $ | 2,707,769
|                                      |  |                   |           |                |   |          

Included in accrued payroll are bonuses of $299,027 and $646,630 at December 27, 2008 and
March 31, 2008.

8. LONG-TERM DEBT

At December 27, 2008 and March 31, 2008 long-term debt consisted of the following:



|                                       |  |                   |            |   |                |   |            |  
|-------------------------------------- |  | ----------------- | ---------- | - | -------------- | - | ---------- | -
|                                       |  | December 27, 2008 |            |   | March 31, 2008 |  
|Term loan                              |  |                   | 4,550,000  |   |                |   | 5,525,000  |  
|Mortgage payable, NH                   |  |                   | 25,726     |   |                |   | 130,837    |  
|Capital leases                         |  |                   | 35,178     |   |                |   | 4,698      |  
|                                       |  |                   |            |   |                |   |            |  
|Total                                  |  |                   | 4,610,904  |   |                |   | 5,660,535  |  
|Less current portion                   |  |                   | (1,360,904 | ) |                |   | (1,434,193 | )
|                                       |  |                   |            |   |                |   |            |  
|Long-term debt, net of current portion |  | $                 | 3,250,000  |   |                | $ | 4,226,342  |  
|                                       |  |                   |            |   |                |   |            |  

Term Loan and Revolver

In March 2007, the Company entered into a credit facility which consists of a $6.5 million five year secured term loan and a $5.0 million three year revolving line of credit. In the third quarter of Fiscal 2009, the
revolving line of credit was extended by two years and now expires in March 2012. The term loan is guaranteed by the Companys subsidiaries and secured by substantially all of the Companys assets. The term loan is payable in quarterly
principal installments of $325,000 plus accrued interest at the 3 month libor rate plus 1.8%, which at December 27, 2008 was 5.38%.

The Company entered into an interest rate swap agreement with a notional amount of $6.5 million in April 2007 to mitigate the effect of interest rate fluctuations on the term loan. The interest rate swap was not designated as a hedging
instrument at the initiation of the swap, and therefore the Company has not applied hedge accounting. As a result, at the end of each reporting period, the change in value of the interest rate swap is recorded on the consolidated balance sheet, with
any related gains or losses charged to earnings. For the thirty-nine weeks ended December 27, 2008, the Company recorded an unrealized gain of $1,018 in the statement of operations to reflect the change in estimated fair value for the interest
rate swap in the consolidated statement of operations. The net unrealized loss on the interest rate swap amounted to approximately $280,000 at December 27, 2008.

The revolving line of credit bears interest at the current prime rate, which at December 27, 2008 was 3.25%. The Company had $2.6 million available under the line at December 27, 2008. Under the terms
of the term loan and the revolver, the Company is required to maintain certain financial covenants on a quarterly and annual basis, including total funded debt to EBITDA not exceeding 2.25:1, minimum debt service coverage of 1.25:1, and minimum
tangible net worth of $7.5 million. The Company obtained an amendment to its term loan and revolver agreements to include the goodwill and intangible asset impairment charges as an add-back to its EBITDA covenants. At December 27, 2008, the
Company was in compliance with all financial debt covenants.



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Mortgage payable, NH

In February 2004, Micronetics refinanced the mortgage on its headquarters by entering into a new five-year mortgage payable for $630,000. The note bears interest at 5.75% per annum and is payable in monthly
installments, including interest, of $12,107. This loan is secured by the land and building of Micronetics headquarters.

Mortgage payable, MA

In March 2003, in connection with the purchase of a portion of a commercial condominium housing Micronetics Enon division,
Micronetics entered into a mortgage payable for $352,750. In May 2007, the commercial condominium was sold and the remaining mortgage was settled.

Capital leases

Commercial capital leases payable are reflected at their present value based upon interest rates that range
from 8.67% to 10.6% per annum, and are secured by the underlying assets. The assets are depreciated over their estimated useful lives.

9. STOCK
OPTION PLANS AND STOCK- BASED COMPENSATION

At December 27, 2008, the Company had two stock option plans under which grants were
outstanding. The stock options outstanding are for grants issued under the Companys 2003 Stock Option Plan and the 2006 Equity Incentive Plan.

The 2003 Stock Incentive Plan

During the fiscal year ended March 31, 2004, the Company adopted a stock option plan
entitled The 2003 Stock Incentive Plan (the 2003 Plan) under which the Company may grant options to purchase up to 900,000 shares of common stock plus any shares of common stock remaining available for issuance as of
July 22, 2003 under the 1996 Stock Option Plan. In July 2006 the Board of Directors determined that it would not issue any new option awards under the 2003 Plan. As of December 27, 2008, there were 415,125 options outstanding under the
2003 Plan.

The 2006 Equity Incentive Plan

During the fiscal year ending March 31, 2007, the Company adopted a stock option plan entitled The 2006 Equity Incentive Plan (the 2006 Plan) under which the Company may grant shares of restricted stock or
options to purchase up to 1,000,000 shares of common stock. As of December 27, 2008 there were 302,000 options and 25,000 shares of restricted stock outstanding under the 2006 Plan.

The 2003 Plan and the 2006 Plan are administered by the Board of Directors or a Committee of the Board of Directors which has the authority to determine
the persons to whom the options may be granted, the number of shares of common stock to be covered by each option grant, and the terms and provisions of each option grant. Options granted under the 2003 Plan and the 2006 Plan may be incentive stock
options or non-qualified options, and may be issued to employees, consultants, advisors and directors of the Company and its subsidiaries. The exercise price of options granted under the 2003 Plan and the 2006 Plan may not be less than the fair
market value of the shares of common stock on the date of grant, and may not be granted more than ten years from the date of adoption of each respective plan or exercised more than ten years from the date of grant.

The following table sets forth the Companys stock option activity during the thirty-nine weeks ended December 27, 2008:



|                                 |  |                         |   |  |                              |      |                                         |     
|-------------------------------- |  | ----------------------- | - |  | ---------------------------- | ---- | --------------------------------------- | ----
|                                 |  | SharesUnderlyingoptions |   |  | WeightedAverageExerciseprice |      | WeightedAverageRemainingContractuallife
|Outstanding at March 31, 2008    |  | 755,825                 |   |  | $                            | 7.75 |                                         |     
|Granted                          |  | 21,000                  |   |  |                              | 7.44 |                                         |     
|Exercised                        |  |                        |   |  |                              |     |                                         |     
|Canceled                         |  | (59,700                 | ) |  |                              | 7.28 |                                         |     
|                                 |  |                         |   |  |                              |      |                                         |     
|Outstanding at December 27, 2008 |  | 717,125                 |   |  | $                            | 7.78 |                                         | 4.28
|                                 |  |                         |   |  |                              |      |                                         |     
|Exercisable at December 27, 2008 |  | 399,125                 |   |  | $                            | 7.63 |                                         | 2.00
|                                 |  |                         |   |  |                              |      |                                         |     

There was no aggregate intrinsic value for outstanding and exercisable options at
December 27, 2008 based on the Companys closing stock price of Common Stock on that date of $3.71.



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##### Table of Contents

The following table sets forth the status of the Companys non-vested stock options as of
December 27, 2008:



|                                   |  |                  |   |  |                                      |     
|---------------------------------- |  | ---------------- | - |  | ------------------------------------ | ----
|                                   |  | Number ofOptions |   |  | Weighted-AverageGrant-DateFair
Value
|Non-vested as of March 31, 2008    |  | 433,475          |   |  | $                                    | 4.30
|Granted                            |  | 21,000           |   |  |                                      | 3.89
|Forfeited                          |  | (3,850           | ) |  |                                      | 3.50
|Vested                             |  | (132,625         | ) |  |                                      | 3.55
|                                   |  |                  |   |  |                                      |     
|Non-vested as of December 27, 2008 |  | 318,000          |   |  | $                                    | 4.60
|                                   |  |                  |   |  |                                      |     

During the year ended March 31, 2008, the Company granted options to purchase 10,000 shares
of common stock with an exercise price of $8.40 to a former employee. In the fourth quarter of Fiscal 2008, 5,000 options vested and the remaining options vested on July 31, 2008. The options have a contractual life of 10 years. The Company
valued the options under SFAS 123(R) at the fair value on the date of grant using the Black-Scholes options-pricing model. The Company recorded $32,150 in compensation expense for the thirty-nine weeks ended December 27, 2008 related to the
non-employee options.

The following table summarizes the effects of stock-based compensation resulting from the application of SFAS
No. 123(R) for the thirteen weeks ended December 27, 2008 and December 31, 2007:



|                                                       |  |                      |         |                   |   |        
|------------------------------------------------------ |  | -------------------- | ------- | ----------------- | - | -------
|                                                       |  | Thirteen Weeks Ended
|                                                       |  | December 27, 2008    |         | December 31, 2007
|Cost of sales                                          |  | $                    | 14,819  |                   | $ | 13,096 
|Selling, general and administrative                    |  |                      | 117,609 |                   |   | 175,076
|                                                       |  |                      |         |                   |   |        
|Stock-based compensation effect in income before taxes |  | $                    | 132,428 |                   | $ | 188,172
|                                                       |  |                      |         |                   |   |        

The following table summarizes the effects of stock-based compensation resulting from the
application of SFAS No. 123(R) for the thirty-nine weeks ended December 27, 2008 and December 31, 2007:



|                                                       |  |                         |         |                   |   |        
|------------------------------------------------------ |  | ----------------------- | ------- | ----------------- | - | -------
|                                                       |  | Thirty-Nine Weeks Ended
|                                                       |  | December 27, 2008       |         | December 31, 2007
|Cost of sales                                          |  | $                       | 44,722  |                   | $ | 46,470 
|Selling, general and administrative                    |  |                         | 469,475 |                   |   | 390,995
|Research and development                               |  |                         |        |                   |   | 27,220 
|                                                       |  |                         |         |                   |   |        
|Stock-based compensation effect in income before taxes |  | $                       | 514,197 |                   | $ | 464,685
|                                                       |  |                         |         |                   |   |        

Unrecognized stock-based compensation expense related to the unvested options is approximately
$950,000, and will be recorded over the remaining vesting periods of 2.85 years. This estimate is based on the number of unvested options currently outstanding and could change based on the number of options granted or forfeited in the future.

The Company granted 25,000 shares of restricted stock to an employee under the 2006 Equity Incentive Plan on November 14, 2007. The
shares were issued at a purchase price of $.01 per share. The fair value of the restricted stock was determined based on the fair value of the Companys common stock on the grant date. Upon issuance of the restricted stock 10,000 shares vested,
with the remaining 15,000 shares to vest twenty percent upon the completion of each quarterly period thereafter. The stock fully vested on August 14, 2008. As a result of the issuance of the restricted stock, the Company recognized $59,250 in
compensation expense during the thirty-nine weeks ended December 27, 2008.

There were 3,000 options granted during the thirteen weeks
ended December 27, 2008 and 55,000 options granted during the thirteen weeks ended December 31, 2007. The fair value of options issued were estimated at the date of grant with the following weighted-average assumptions for the thirteen
weeks ended December 27, 2008 and December 31, 2007.



|                        |  |                   |   |  |                   |  
|----------------------- |  | ----------------- | - |  | ----------------- | -
|                        |  | December 27, 2008 |   |  | December 31, 2007 |  
|Risk free interest rate |  | 2.93              | % |  | 3.89              | %
|Expected life           |  | 6.13 years        |   |  | 7.57 years        |  
|Expected volatility     |  | 57.63             | % |  | 55                | %
|Forfeiture rate         |  | 2.92              | % |  | 2.92              | %
|Expected dividend yield |  | 0                 | % |  | 0                 | %

The per share weighted average fair value of stock options granted for the thirteen weeks ended
December 27, 2008 and December 31, 2007 was $2.50 and $4.19, respectively.



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10. INCOME TAXES

Before discrete items the Companys effective tax rate was 33% and 44% for the thirteen weeks ended December 27, 2008 and December 31, 2007 as compared to 33% and 45% for the thirty-nine weeks ended December 27,
2008 and December 31, 2007. In the thirteen weeks ended December 27, 2008, the Company recorded a discrete item of $3.1 million related to a goodwill impairment charge that is non-tax deductible. In addition, there were true-up adjustment charges of
approximately $17,000 associated with the filing of our Fiscal 2008 tax return.

During the thirteen weeks ended December 27, 2008, the
uncertain tax benefits were reduced from $9,000 to $6,000 due to the statute of limitations expiring on the 2005 fiscal tax year for Micronetics, Inc. and Subsidiaries. The recognition of $3,000 of uncertain tax benefit will reduce the
Companys annual effective tax rate and has been recorded as an income tax benefit for the thirteen weeks ended December 27, 2008.

11. EARNINGS
PER SHARE

Basic (loss) earnings per share, or EPS, is computed based on the net loss or income for each period divided by the weighted
average actual shares outstanding during the period. Diluted (loss) earnings per share is computed based on the net loss or income per period divided by the weighted average number of common shares and common equivalent shares outstanding during
each period unless the effect would be anti-dilutive. Common stock equivalents represent the dilutive effect of the assumed exercise of certain outstanding stock options using the treasury stock method. The computations of basic and diluted EPS for
the thirteen weeks ended December 27, 2008 and December 31, 2007 are:



|                                                                 |  |                      |            |   |                   |   |          
|---------------------------------------------------------------- |  | -------------------- | ---------- | - | ----------------- | - | ---------
|                                                                 |  | Thirteen Weeks Ended
|                                                                 |  | December 27, 2008    |            |   | December 31, 2007
|Net (loss) income                                                |  | $                    | (9,384,438 | ) |                   | $ | 556,033  
|Weighted average shares outstanding                              |  |                      | 4,788,212  |   |                   |   | 4,987,525
|Basic (loss) earnings per share                                  |  | $                    | (1.96      | ) |                   | $ | 0.11     
|Common stock equivalents                                         |  |                      |           |   |                   |   | 6,034    
|Weighted average common and common equivalent shares outstanding |  |                      | 4,788,212  |   |                   |   | 4,993,559
|Diluted (loss) earnings per share                                |  | $                    | (1.96      | ) |                   | $ | 0.11     

The computations of basic and diluted EPS for the thirty-nine weeks ended December 27, 2008
and December 31, 2007 are:



|                                                                 |  |                         |            |   |                   |   |          
|---------------------------------------------------------------- |  | ----------------------- | ---------- | - | ----------------- | - | ---------
|                                                                 |  | Thirty-Nine Weeks Ended
|                                                                 |  | December 27, 2008       |            |   | December 31, 2007
|Net (loss) income                                                |  | $                       | (9,293,432 | ) |                   | $ | 1,359,286
|Weighted average shares outstanding                              |  |                         | 4,934,012  |   |                   |   | 4,911,995
|Basic (loss) income per share                                    |  | $                       | (1.88      | ) |                   | $ | 0.28     
|Common stock equivalents                                         |  |                         |           |   |                   |   | 24,779   
|Weighted average common and common equivalent shares outstanding |  |                         | 4,934,012  |   |                   |   | 4,936,774
|Diluted (loss) income per share                                  |  | $                       | (1.88      | ) |                   | $ | 0.28     

For the thirteen and thirty-nine weeks ended December 27, 2008 there were no shares to be included
in the computation of diluted loss per share as the market price of the Companys stock was lower than the exercise price of all potentially dilutive shares.



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##### Table of Contents

12. FAIR VALUE MEASUREMENTS

As indicated in Note 2, the Company adopted the provisions of SFAS 157 for financial assets and liabilities effective April 1, 2008. SFAS 157 clarifies the definition of fair value as an exit price representing
the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market
participants would use in pricing an asset or liability. As a basis for considering such assumptions, SFAS 157 establishes a three-tier value hierarchy, which prioritizes, in descending order, the inputs used in measuring fair value as follows:



| |  |  | Level 1  Inputs used to measure fair value are unadjusted quoted prices that are available in active markets for the identical assets or liabilities as of the
reporting date.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Level 2  Inputs used to measure fair value, other than quoted prices included in Level 1, are either directly or indirectly observable as of the reporting
date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or
other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for
substantially the full term of the financial instrument.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Level 3  Inputs used to measure fair value are unobservable inputs that are supported by little or no market activity and reflect the use of significant
management judgment. These values are generally determined using pricing models for which the assumptions utilize managements estimates of market participant assumptions.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair
value. Assets and liabilities measured at fair value on a recurring basis, consistent with SFAS 157, include the following as of December 27, 2008.



|                   |  |                                                   |  |                                           |         |                                        |   |                                       |   |        
|------------------ |  | ------------------------------------------------- |  | ----------------------------------------- | ------- | -------------------------------------- | - | ------------------------------------- | - | -------
|                   |  | Fair Value Measurements at December 27, 2008Using |  |                                          
|                   |  | Quoted Pricesin ActiveMarkets(Level 1)            |  | SignificantOtherObservableInputs(Level 2) |         | SignificantUnobservableInputs(Level 3) |   | Total FairValue as ofDecember 27,2008
|Interest rate swap |  |                                                  |  | $                                         | 280,000 |                                        |  |                                       | $ | 280,000

As of March 31, 2008, the Companys short-term and long-terms investments consisted of
$40,000 and $250,000, respectively of auction rate securities which were issued by a closed-end fund. Since March 31, 2008, the issuer of the auction rate securities redeemed 100% of the funds outstanding auction preferred shares that
were held by the Company at cost.

13. RELATED PARTY TRANSACTION

On September 4, 2008, Micronetics, Inc. entered into a lease with SBJ Development, LLC (the Landlord) for a new headquarters for Stealth Microwave, Inc, its subsidiary. The property is located in the
Township of Ewing, New Jersey. The lease has an initial term of five years and contains three options to extend the lease, each for a term of five years. The annual rent for the initial term of the lease is $225,600.

Both Stephen N. Barthelmes, Jr., a director of Micronetics and President of Micronetics subsidiary Stealth Microwave, Inc., and Kevin Beals,
President of Micronetics, are members of the Landlord. Mr. Barthelmes and Mr. Beals own twenty-one percent and sixteen percent, respectively, of the outstanding units of membership interest of the Landlord.

The Audit Committee of the Board of Directors of Micronetics reviewed and approved the terms of the lease prior to its execution.

14. STOCKHOLDERS EQUITY

In November 2008 in
accordance with a stock repurchase plan approved by our Board of Directors the Company re-purchased a total of 454,107 shares of our common stock for $1,248,314. Under the plan the Company may purchase up to 500,000 shares of the Companys
common stock.



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##### Table of Contents

|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations.
|------- | --------------------------------------------------------------------------------------

Forward Looking Statements

Certain statements in this report contain words such as
could, expects, may, anticipates, believes, intends, estimates, plans, envisions, and other similar language and are considered
forward-looking statements. These statements are based on our expectations, estimates, forecasts and projections about the operating environment, economies and markets in which we operate and are merely our current predictions of future events. In
addition, other written or oral statements which are considered forward-looking may be made by us or others on our behalf. These statements are subject to important risks, uncertainties and assumptions, which are difficult to predict and the actual
outcome may be materially different. Some of the factors which could cause results or events to differ from current expectations include, but are not limited to, the factors described here, in our Annual Report on Form 10-K for the fiscal year ended
March 31, 2008, and in the other documents that we file with the Securities and Exchange Commission. We assume no obligation to update our forward-looking statements to reflect new information or developments.

An investment in our common stock involves a high degree of risk. We urge readers to review carefully the risk factors described herein, in our Annual
Report on Form 10-K for the fiscal year ended March 31, 2008, and in the other documents that we file with the Securities and Exchange Commission. You can read these documents at www.sec.gov. If any of these risks, or other risks not presently
known to us or that we currently believe are not significant, develops into an actual event, then our business, financial condition and results of operations could be adversely affected. If that happens, the market price of our common stock could
decline.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and the results of operations are based on our consolidated financial statements and the data used to prepare them. Our consolidated financial statements have
been prepared based on accounting principles generally accepted in the United States of America. On an on-going basis, we evaluate our judgments and estimates including those related to allowances for doubtful accounts and sales returns, inventory
valuation and obsolescence, long-lived assets, business combination purchase price allocation and goodwill impairment, stock-based compensation, warranty obligations, and the valuation allowance on our deferred tax asset. These estimates and
judgments are based on historical experience and various other assumptions that are believed to be reasonable under current business conditions and circumstances. Actual results may differ from these estimates under different assumptions or
conditions.

During the thirty-nine weeks ended December 27, 2008, we revised our revenue recognition policy to include the percentage of
completion method for certain types of contracts in accordance with SOP 81-1, Accounting for Performance of Construction-Type and Certain Production-Type of Contracts. For these types of contracts we typically record revenue using labor
hours to measure progress toward completion of the contract as we have determined this methodology best reflects the fundamentals of the contract. If estimates to complete the contract change materially from one period to the next, profit levels
could significantly vary. There have been no other changes to our critical accounting policies from those described in our annual report on Form 10-K for the fiscal year ended March 31, 2008.

Recent Accounting Pronouncements

We discuss
recently adopted and issued accounting standards in Item 1. Notes to Consolidated Financial Statements  Note 2.

Acquisition

On June 5, 2007, we acquired MICA Microwave, Inc. (MICA), a California corporation in a merger transaction
pursuant to which MICA became a wholly-owned subsidiary of Micronetics, and the holders of MICA common stock were paid $3.0 million in cash and $2.0 million in shares of Micronetics common stock. A post closing adjustment of $20,522 was
recorded during the thirty-nine weeks ended December 27, 2008 based upon MICAs net worth on the closing date.

The acquisition
of MICA provides us with a broader range of RF/Microwave products, including high performance mixers and ferrites, and will provide us with further integrated microwave sub-systems and systems solutions.



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##### Table of Contents

Overview

Micronetics designs and manufactures high-end microwave and radio frequency (RF) components and integrated multifunction subassemblies used in a variety of commercial wireless, defense and aerospace products,
including satellite communications, electronic warfare and electronic counter-measures. We also manufacture and design test equipment, subassemblies and components that are used to test the strength, durability and integrity of signals in
communications equipment. Our products are embedded in a variety of radars, electronic warfare systems, guidance systems, wireless telecommunications and satellite equipment.

We sell our products primarily to original equipment manufacturers of communications equipment in either the commercial or the defense electronic
marketplace. Many of our customers are prime contractors for defense work or Fortune 500 companies with world-wide operations.

A key
driver of demand for Micronetics products is the pervasive transformation of information from the analog domain to the digital domain. Because digital technologies require greater degrees of precision and rely more on miniature circuits than
analog technologies, testing is critical for the rapid commercialization of reliable products necessitated by broadband and wireless communication technologies. As the speed to market challenges increase, larger companies are relying increasingly on
other companies to manufacture a module or an integrated subassembly This module or subassembly is then integrated by the larger company into a piece of equipment and sold to a customer. Micronetics has been seeking to capitalize on this trend by
increasing its capability to manufacture integrated subassemblies. Our goal is to leverage our high power and noise technology to continue to be a highly reliable supplier of integrated microwave subsystems.

Results of Operations

Thirteen Weeks Ended
December 27, 2008 compared to December 31, 2007

Net sales

Net sales for the thirteen weeks ended December 27, 2008 (Q3 FY 09) were $8,397,750, a decrease of $430,552, or 5% as compared to
$8,828,302 for the thirteen weeks ended December 31, 2007 (Q3 FY 08). The decrease in sales for Q3 FY 09 is primarily attributable to a decrease in sales of high performance amplifiers for commercial WIMAX and public safety
applications of approximately $2.0 million. This decrease was offset by increases in sales for defense jamming and electronic system modernization applications of approximately $0.9 million and an increase in other component sales of approximately
$0.7 million. The high performance amplifier WIMAX and public safety contracts were largely completed in Q3 FY 2008. In addition we are experiencing a decline in the commercial market for high performance analog amplifiers necessary for wireless
applications which is having an adverse affect on our high performance amplifier sales. We are investing in a digital product offering and shifting our customer mix as a result.

Backlog

Our backlog is approximately $24 million as of December 27, 2008 as compared to
approximately $20 million as of September 27, 2008 and approximately $14 million as of March 31, 2008. The increase in our backlog is primarily a result of orders for integrated sub-assemblies.

Gross profit margin

Gross margin decreased to 33%
for Q3 FY 09 from 41% for Q3 FY 08. The decrease is due primarily to lower sales of high power amplifiers without a corresponding decrease in fixed costs of approximately 2% as well as a change in the mix of products sold to more products with
higher average costs of approximately 4%. In addition we took a charge of approximately $185,000 for inventory obsolescence related to the decline in our high performance amplifier business which adversely affected our gross margin percent of sales
by approximately 2%.

Research and development

Research and development (R&D) expense was $483,682 or an increase of $194,802 for Q3 FY 09 as compared to $288,880 for Q3 FY 08. The increase was primarily due to development work for an in-flight high-speed transceiver
product, high power products for defense applications and a new product line for commercial telecom applications. We plan to continue to invest in these product areas over the remainder of the year



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##### Table of Contents

Selling, general and administrative

Selling, general and administrative (SG&A) expense was $1,955,985 for Q3 FY 09 or a decrease of $30,442 as compared to $1,986,427 for Q3 FY 08.

Amortization of intangible assets

Amortization
expense attributable to the intangible assets related to the acquisition of Stealth and MICA was $160,857 for Q3 FY 09 as compared to $183,357 for Q3 FY 08.

Impairment of Goodwill

In accordance with SFAS No. 142, Goodwill and Other Intangible Assets,(SFAS No. 142) we test
goodwill for impairment annually and when an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. Goodwill is tested for impairment using a two-step process. The
first step is to determine if there is an impairment and the second step is to determine the amount of the impairment.

During the thirteen
weeks ended December 27, 2008, we experienced a significant decline in our stock price. As a result of this decline in stock price the Companys market capitalization fell significantly below and continues to remain significantly below the
recorded value of its consolidated net assets. We experienced a decline in the commercial market for high performance analog amplifiers necessary for wireless applications, which is having an adverse affect on our high performance amplifier sales.
Lastly, the recent dramatic downturn in the liquidity and economic outlook has caused us to re-evaluate our business outlook. We now believe we are in a one to two year period of slow growth which is driven by the global liquidity crisis and
resultant economic decline. Prior to this time and at our March 31, 2008 goodwill assessment date we assumed an environment of good liquidity availability and healthy, sustained economic growth. Accordingly, in the thirteen weeks ended December 27,
2008, we performed a step 1 assessment of goodwill for impairment. The results of our step 1 assessment indicate that we have a goodwill impairment. SFAS No. 142 provides that if there is not enough time to complete the step 2 analysis prior to a
filing date, we should book an estimate and adjust the estimate in the next filing period once the step 2 analysis has been completed. The Company has recorded an estimated goodwill impairment charge based upon the step 1 assessment of approximately
$4.9 million and $3.1 million for the high performance amplifier and mixer/ferrite reporting units, respectively. The impairment charge is the result of the assumptions described above and are sensitive to an assumption of strong, sustained growth
coupled with a rebound in the commercial, high performance amplifier business and customer base. There remains approximately $1.1 million of goodwill associated with our power amplifier, noise module, phase shifter, switches and attenuator product
group for which the estimated fair value exceeded its carrying value at December 27, 2008. In preparing the goodwill impairment test for this reporting unit we assumed operating margin performance consistent with historical performance and revenue
growth of approximately 3%. If actual results are significantly different than these assumptions, the associated goodwill may be subject to an impairment charge. We expect to complete the step 2 analysis in the fourth quarter of fiscal 2009.

In performing the step 1 goodwill assessment, we used, discounted cash flows, sales and EBITDA multiples as the best evidence of fair
value. For purposes of testing impairment under SFAS No. 142, we have three separate reporting units with goodwill. Testing was performed separately for each of the three goodwill reporting units and an impairment charge was recorded at two of the
goodwill reporting units (high power amplifier and mixer/ferrite product groups). Please see Footnote 6. Intangible Assets and Goodwill for further explanation.

Impairment of Long Lived Assets

In addition, in accordance with SFAS No, 144, Accounting for Impairment or Disposal of
Long-Lived Assets,(SFAS No. 144), in the third quarter of fiscal 2009 we determined that the customer list intangible asset related to the high performance amplifier business was impaired and we recorded a charge of approximately $1.3
million. Please see Footnote 6. Intangible Assets and Goodwill for further explanation.

Interest expense

Interest expense decreased $17,480 or 16% to $90,366 for Q3 FY 09 as compared to $107,846 for Q3 FY 08 primarily due to lower borrowings during Q3 FY 09.
Average term debt decreased and was offset in part by an increase in average debt for our revolving line of credit during the third quarter.

Unrealized
gain on interest rate swap

An unrealized loss of $112,850 was recorded for Q3 FY 09 as compared to an unrealized loss of $83,973 in Q3
FY 08 to reflect the change in fair value of the mark to market valuation for the interest rate swap agreement entered into in April 2007 to mitigate the interest rate fluctuations on our term loan.



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Provision for income taxes

Our effective tax rate was 33% for Q3 FY 09 as compared to 44% for Q3 FY 08. In the thirteen weeks ended December 27, 2008, we recorded a discrete item of $3.1 million related to a goodwill impairment charge that is
non-tax deductible. In addition, there were true-up adjustment charges of approximately $17,000 associated with the filing of our Fiscal 2008 tax return and $3,000 of uncertain tax benefits recognized due to the statute of limitations expiring on
the 2005 fiscal tax year for Micronetics, Inc. and Subsidiaries.

Thirty-nine Weeks Ended December 27, 2008 compared to December 31, 2007

The Consolidated Statements of Income for the thirty-nine weeks ended December 31, 2007 include the operations of MICA from the acquisition
date of June 5, 2007.

Net sales

Net sales for the thirty-nine weeks ended December 27, 2008 were $22,029,860, a decrease of $2,872,071, or 12% as compared to $24,901,931 for the thirty-nine weeks ended December 31, 2007. The decrease in net sales is primarily
attributable to a decrease in net sales of high performance amplifiers for commercial WIMAX and public safety applications of approximately $6.3 million partially offset in part by an increase of $1.8 million in sales of integrated component
sub-systems for jamming and electronic modernization. Component sales increased by approximately $1.6 million of which approximately $0.8 million was the result of the MICA Microwave sales being included for the full period in fiscal year 2009 and a
partial period in fiscal year 2008. We are experiencing a decline in the commercial market for high performance amplifiers necessary for wireless applications, which is having an adverse affect on our high performance amplifier sales. We are
investing in a digital product offering and shifting our customer mix as well.

Backlog

Our backlog has grown to approximately $24 million as of December 27, 2008 as compared to approximately $20 million as of September 27, 2008 and
approximately $14 million as of March 31, 2008. The increase in our backlog is primarily a result of orders for integrated sub-assemblies.

Gross
profit margin

Gross margin decreased slightly to 35% for the thirty-nine weeks ended December 27, 2008 as compared to 39% for the
thirty-nine weeks ended December 31, 2007. The decrease is due primarily to lower sales of high power amplifiers without a corresponding decrease in fixed costs of approximately 2% and to a lesser degree product mix. In addition, we took a
charge of approximately $185,000 for inventory obsolescence in our high performance amplifier business, which adversely affected our gross margin percent of sales by approximately 1%.

Research and development

Research and development (R&D) expense was $1,214,248 or an
increase of $612,904 for the thirty-nine weeks ended December 27, 2008 as compared to $601,344 for the thirty-nine weeks ended December 31, 2007. The increase was primarily due to development work on an in-flight high-speed internet
transceiver product, high power products for defense applications and a new product line for commercial telecom applications. We plan to continue to invest in these product areas over the remainder of the year.

Selling, general and administrative

Selling, general
and administrative (SG&A) expense was $5,862,572 or an increase of $245,817 for the thirty-nine weeks ended December 27, 2008 as compared to $5,616,755 for the thirty-nine weeks ended December 31, 2007. The increase was
primarily attributable to the inclusion of MICAs SG&A expenses for the full thirty-nine weeks ended December 27, 2008 as compared to twenty-eight weeks for the period ended December 31, 2007.

Amortization of intangible assets

Amortization
expense attributable to the intangible assets related to the acquisition of Stealth and MICA was $498,820 for the thirty-nine weeks ended December 27, 2008 as compared to $549,807 for the thirty-nine weeks ended December 31, 2007.



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Interest expense

Interest expense decreased $103,669 or 27% to $281,023 for the thirty-nine weeks ending December 27, 2008 as compared to $384,692 for the thirty-nine weeks ending December 31, 2007 primarily due to lower
borrowings.

Unrealized gain on interest rate swap

An unrealized gain of $1,018 was recorded for the thirty-nine weeks ended December 27, 2008 as compared to an unrealized loss of $154,041 for the thirty-nine weeks ended December 31, 2007 to reflect the
change in fair value of the mark to market valuation for the interest rate swap agreement entered into in April 2007 to mitigate the interest rate fluctuations on our term loan.

Provision for income taxes

Our effective tax rate was 32% for the thirty-nine weeks ended December
27, 2008 as compared to 45% for the thirty-nine weeks ended December 31, 2007. In the thirty-nine weeks December 27, 2008, we recorded a discrete item of $3.1 million related to a goodwill impairment charge that is non-tax deductible. In addition,
approximately $56,000 of uncertain tax benefits were recognized due to statute of limitations expiring for previously filed tax returns.

Financial
Condition, Liquidity and Capital Resources

We finance our operating and investment requirements primarily through operating cash flows
and borrowings. We had cash of $49,621 and $3,163,415 at December 27, 2008 and March 31, 2008, respectively. Working capital, defined as accounts receivable, inventory, prepaid expenses net of accounts payable and accrued expenses was
$13,518,839 and $8,491,849 at December 27, 2008 and March 31, 2008, respectively. Borrowings under our revolving line of credit were $2,373,042 and zero at December 27, 2008 and March 31, 2008, respectively.

Net cash used in operating activities was $3,161,361 during the thirty-nine weeks ended December 27, 2008 as compared to net cash provided by
operating activities of $3,132,796 during the thirty-nine weeks ended December 31, 2007.

In the thirty-nine weeks ended
December 27, 2008 cash provided by net loss after adjusting for non-cash items including depreciation, amortization, stock-based compensation, changes in working capital reserves and goodwill and intangible asset impairment charges was
approximately $2.2 million. Approximately $3.4 million was used for inventory related largely to contracts in anticipation of future sales. Approximately $1.4 million was used for prepaid expenses, principally prepaid income taxes. Approximately $.6
million was used for receivables resulting from increased sales.

In the thirty-nine weeks ended December 31, 2007 cash provided by
net income after adjusting for non-cash items including depreciation, amortization, stock-based compensation, changes in working capital reserves and goodwill and intangible asset impairment charges was approximately $3.7 million. Approximately $.4
million was used to fund receivables resulting from increased sales. Approximately $.1 million was used to fund increases in inventory and approximately $0.1 million was used to fund accounts payable and accrued expenses.

Net cash provided by investing activities was $24,687 during the thirty-nine weeks ended December 27, 2008 as compared to net cash used in investing
activities of $5,598,706 during the thirty-nine weeks ended December 31, 2007. During the thirty-nine weeks ended December 27, 2008 we purchased equipment of $645,835 and sold investments of $650,000.

During the thirty-nine weeks ended December 30, 2007, we acquired MICA for $3,120,933 and the final earnout payment of $1.5 million was made to the
former stockholders of Stealth. Additionally, we purchased equipment of $789,671 and received proceeds of $461,898 related to the sale of the Enon condominium.

Net cash provided by financing activities was $22,880 during the thirty-nine weeks ended December 27, 2008 as compared to cash used in financing activities of $1,584,155 during the thirty-nine weeks ended
December 31, 2007.

In the thirty-nine weeks ended December 27, 2008 we borrowed approximately $2.4 million from our line of
credit, repaid mortgage obligations of approximately $1.1 million and re-purchased shares of our common stock for approximately $1.2 million.

In the thirty-nine weeks ended December 31, 2007, we re-paid mortgage obligations of approximately $1.7 million and received proceeds from the issuance of common stock of approximately $0.1 million.



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In summary, during the thirty-nine weeks ended December 27, 2008 we used cash of approximately $3.1
million and drew on our revolving line of credit for an additional approximately $2.4 million for a total use of approximately $5.5 million. We generated cash of approximately $2.2 million from net income after adjusting for non-cash items and
approximately $0.7 million from the sale of investments. We used approximately $3.4 million to fund inventory largely for contracts, approximately $2.0 million for receivables and prepaid taxes, approximately $1.3 million to re-purchase shares of
our common stock, approximately $1.1 million to re-pay term debt and approximately $0.6 million for capital expenditures.

We believe that
cash and cash equivalents on hand, anticipated future cash receipts, and borrowings available under our line of credit will be sufficient to meet our obligations as they become due for the next twelve months. However, a decrease in our sales or
demand for our products would likely adversely affect our working capital amounts. As part of our business strategy, we occasionally evaluate potential acquisitions of businesses, products and technologies. Accordingly, a portion of our available
cash may be used at any time for the acquisition of complementary products or businesses. These potential transactions may require substantial capital resources, which, in turn, may require us to seek additional debt or equity financing. There are
no assurances that we will be able to consummate any such transaction. There are no current plans to raise additional debt or equity capital, nor is there a projected need to raise any such capital.

Term Loan and Revolver

In March
2007, the Company entered into a credit facility consisting of a $6.5 million five year secured term loan and a $5.0 million three year revolving line of credit, which replaced the then existing $6.0 million term loan entered into in June 2005.

The Company entered into an interest rate swap agreement in April 2007 to mitigate interest rate fluctuations on the term loan. At the end
of each reporting period the Company records the current fair value of the interest rate swap on the balance sheet. Any unrealized gain or loss on the swap is charged to earnings.

The term loan is guaranteed by the Companys subsidiaries and secured by substantially all of our assets. The term loan is payable in quarterly
principal installments of $325,000 plus accrued interest at the 3 month LIBOR rate plus 1.8%, which at December 27, 2008 was 5.38%. The term loan expires in June 2012.

The revolving line of credit bears interest at the current prime rate, which at December 27, 2008 was 3.25%. We had $2.6 million available
under the line at December 27, 2008. In December 2008 we extended our revolving line of credit by two years. The revolving line of credit now expires in March 2012.

Under the terms of the term loan and the revolver, we are required to maintain certain financial covenants on a quarterly and annual basis, including total funded debt to EBITDA not exceeding 2.25:1, minimum debt
service coverage of 1.25:1, and minimum tangible net worth of $7.5 million. The Company obtained an amendment to its term loan and revolver agreements to include the goodwill and intangible asset impairment charges as an add-back to its EBITDA
covenants. At December 27, 2008, we were in compliance with all financial debt covenants.

Mortgage payable, NH

In February 2004, Micronetics refinanced the mortgage on its headquarters, entering into a new five-year mortgage payable for $630,000. The note bears
interest at 5.75% per annum and is payable in monthly installments, including interest, of $12,107. This loan is secured by the land and building of Micronetics headquarters.

Mortgage payable, MA

In March 2003, in connection with the purchase of a portion of a commercial
condominium housing Micronetics Enon division, Micronetics entered into a mortgage payable for $352,750. In May 2007, the commercial condominium was sold and the remaining mortgage was settled.

Capital leases

Commercial capital leases payable are
reflected at their present value based upon interest rates that range from 8.67% to 10.6% per annum, and are secured by the underlying assets. The assets are depreciated over their estimated useful lives.

Stock Repurchase Plan

In November 2008 our Board of
Directors approved a stock repurchase plan. Pursuant to such plan, in November 2008 we re-purchased 454,107 shares of our common stock for $1,248,314. Under the terms of the stock repurchase plan we may purchase up to a total of 500,000 shares of
our common stock.



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Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements, other than operating leases, that have or are, in the opinion of management, likely to have a current
or future material effect on our financial statements.



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|Item 3. | Quantitative and Qualitative Disclosures about Market Risk
|------- | ----------------------------------------------------------

We are
exposed to a variety of market risks, including changes in interest rates primarily as a result of our borrowing and investing activities.

We are subject
to interest rate exposure on our long-term debt. Our long-term borrowings are in variable rate instruments, with interest rates tied to either the Prime Rate or the LIBOR. We have entered into an interest rate swap agreement to minimize our exposure
to interest rate fluctuations on these borrowings. Our interest rate swap has not been designated as a hedging instrument, therefore changes in fair value are recognized in earnings.

We conduct our transactions with foreign customers in U.S. dollars. Although we are not subject to the risks of foreign currency fluctuations directly, demand from foreign customers may be affected by the relative
change in value of the customers currency to the value of the U.S. dollar. Changes in the relative value of the U.S. dollar may also change our prices relative to the prices of our foreign competitors.



|Item 4. | Controls and Procedures
|------- | -----------------------

Evaluation of disclosure controls and
procedures  As of December 27, 2008, the Company carried out an evaluation, under the supervision and with the Companys management, including the Companys Chief Executive Officer and Acting Chief Financial Officer, of the
effectiveness of the design and operation of the Companys disclosure controls and procedures (as defined in Rules 13a- 15(e) and 15d- 15(e) of the Securities Exchange Act of 1934). Based upon that evaluation, the Chief Executive Officer and
the Acting Chief Financial Officer concluded that the Companys disclosure controls and procedures were effective as of December 27, 2008 to provide reasonable assurance that material information relating to the Company was made known to
them by others within the Company and to enable the Company to record, process, summarize and report information required to be included in its periodic filings with the Securities and Exchange Commission within the required time period.

Changes in internal control There were no significant changes in the Companys internal controls over financial reporting that occurred during the
thirteen weeks ended December 27, 2008 that have materially affected or are reasonably likely to materially affect, the Companys internal controls over financial reporting.

Important considerations  The effectiveness of our disclosure controls and procedures is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions
about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Because of these limitations, there can be no assurance that any system of disclosure controls and procedures will be
successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management.



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PART II. OTHER INFORMATION



|Item 1. | Legal Proceedings.
|------- | ------------------

The Company is not a party to
any material pending legal proceedings.



|Item 1A. | Risk Factors.
|-------- | -------------

This report contains forward-looking
statements that involve risks and uncertainties, such as statements of our objectives, expectations and intentions. You should consider carefully all of the material risks described herein, in our Annual Report on Form 10-K for the fiscal year ended
March 31, 2008, and in our other documents filed with the Securities and Exchange Commission, as well as the cautionary statements made elsewhere in the Annual Report and in this report, before making a decision to invest in our securities.
Such cautionary statements are applicable to all forward-looking statements wherever they appear in this report. If any of the events described therein occur, our business, financial conditions and results of operations may be materially adversely
affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

Except as
set forth below, there have been no material changes to the risk factors previously disclosed in the Companys Annual Report on Form 10-K for the fiscal year ended March 31, 2008.

Recent Changes in Economic Conditions May Adversely Affect Our Business.

Recent changes in domestic and global economic conditions could adversely affect our business. In response to such changes we may experience, insolvency of key suppliers resulting in product delays; customer
insolvencies; decreased customer confidence; and decreased customer demand. Any of these events, or any other events caused by the recent changes in economic conditions, may have a material adverse effect on our business, operating results, and
financial condition.

We depend on sole or limited source suppliers, and any disruption in supply could impair our ability to deliver our products on
time or at expected cost.

We obtain many key components for our products from third-party suppliers, and in some cases we use a single
or a limited number of suppliers. Specifically, we obtain certain semi-conductor components for our voltage controlled oscillators from a sole supplier. We have experienced recent disruptions and limitations of these semi-conductor components which
have affected our ability to deliver our products. Additional interruptions in supply of the semi-conductor components or other products from third-party suppliers could impair our ability to deliver our products until we identify a new source of
supply, which could take several weeks, months or longer and could increase our costs significantly. In general, we do not have written long-term supply agreements with our suppliers but instead purchase components through purchase orders, which
expose us to potential price increases and termination of supply without notice or recourse. If we are required to use a new source of materials or components, it could also result in unexpected manufacturing difficulties and could affect product
performance and reliability.



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds.
|------- | ------------------------------------------------------------

(c) Purchases of Equity Securities by Issuer

The following table reflects purchases made by the Company of its common stock during the
thirteen weeks ended December 27, 2008:



|                                      |  |                                             |  |                                |      |                                                                                     |         |                                                                               |        
|------------------------------------- |  | ------------------------------------------- |  | ------------------------------ | ---- | ----------------------------------------------------------------------------------- | ------- | ----------------------------------------------------------------------------- | -------
|Period                                |  | (a) TotalNumber ofShares (orUnits)Purchased |  | (b)Average PricePaid per Share |      | (c) Total Numberof SharesPurchased asPart of PubliclyAnnounced Plansor Programs (1) |         | (d) MaximumNumber of Sharesthat May Yet BePurchased Underthe Plans
orPrograms
|September 28, 2008  October 25, 2008 |  |                                            |  |                                |     |                                                                                     |        |                                                                               | 500,000
|October 26, 2008  November 22, 2008  |  | 454,107                                     |  | $                              | 2.75 |                                                                                     | 454,107 |                                                                               | 45,893 
|November 23, 2008  December 27, 2008 |  |                                            |  |                                |     |                                                                                     |        |                                                                               | 45,893 
|Total                                 |  | 454,107                                     |  |                                |      |                                                                                     | 454,107 |                                                                               | 45,893 



|(1) | On November 6, 2008, the Company publicly announced that its Board of Directors had approved a plan providing for the repurchase of up to 500,000 shares of the Companys
common stock.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|Item 3. | Defaults upon Senior Securities.
|------- | --------------------------------

None.



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

(a) On
October 16, 2008, the Company held its Annual Meeting of Shareholders.

(b) Not Applicable

(c) At such meeting, the shareholders of the Company voted to elect five (5) Directors to serve for the ensuing year. The votes cast were as follows:



|                        |  |           |  |               
|----------------------- |  | --------- |  | --------------
|Nominees                |  | Votes For |  | Votes Withheld
|David Siegel            |  | 3,736,561 |  | 195,289       
|David Robbins           |  | 3,735,771 |  | 196,079       
|Gerald Hattori          |  | 3,684,453 |  | 247,397       
|Stephen Barthelmes, Jr. |  | 3,687,498 |  | 244,352       
|DAnne Hurd             |  | 3,732,501 |  | 199,349       

(d) Not Applicable



|Item 5. | Other Information.
|------- | ------------------

None.



|Item 6. | Exhibits.
|------- | ---------



|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1 |  | Lease, dated October 31, 2008, by and between Microwave Concepts, Inc. and SAI Property Management, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by
the Company on November 5, 2008).                                                                                                                                                                                                                          
|     | 
|10.2 |  | Guaranty by Micronetics, Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on November 5, 2008).                                                                                                                                                                                                                                                                                                    
|     | 
|10.3 |  | Amendment to Commercial Loan Agreement and Loan Documents, by and between, Micronetics, Inc., Microwave & Video Systems, Inc., Microwave Concepts, Inc., Stealth Microwave, Inc., MICA
Microwave Corporation and RBS Citizens National Association (successor by merger to Citizens Bank New Hampshire), dated December 12, 2008 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on December
15, 2008).
|     | 
|31.1 |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                  
|     | 
|31.2 |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                  
|     | 
|32.1 |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                      
|     | 
|32.2 |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                      



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SIGNATURE

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                         |  |  |  |                   |  |                                                                            
|------------------------ |  |  |  | ----------------- |  | ---------------------------------------------------------------------------
|                         |  |  |  | MICRONETICS, INC.
|                         |  |  | 
|Dated: February 10, 2009 |  |  |  | By:               |  | /S/ DAVID ROBBINS                                                          
|                         |  |  |  |                   |  | David Robbins,                                                             
|                         |  |  |  |                   |  | Chief Executive Officer and Treasurer (Principal Executive Officer)        
|                         |  |  | 
|Dated: February 10, 2009 |  |  |  | By:               |  | /S/ CARL LUEDERS                                                           
|                         |  |  |  |                   |  | Carl Lueders,                                                              
|                         |  |  |  |                   |  | Acting Chief Financial Officer (Principal Financial and Accounting Officer)



28