NOTE 1 - NATURE OF BUSINESS

ADM Tronics Unlimited, Inc. ("we", "us", the “Company" or "ADM"), was incorporated under the laws of the state of Delaware on November 24, 1969. We are a technology-based developer and manufacturer of diversified lines of products and derive revenues from the production and sale of electronics for medical devices and other applications; environmentally safe chemical products for industrial, medical and cosmetic uses; and, research, development, regulatory and engineering services.

The accompanying unaudited condensed consolidated financial statements have been prepared by ADM pursuant to generally accepted accounting principles in the United States and the rules and regulations of the Securities and Exchange Commission (“SEC”) including Form 10-Q10-Q and Regulation S-X.S-X. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the condensed financial position and operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. These condensed consolidated financial statements and the information included under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" should be read in conjunction with the audited consolidated financial statements and explanatory notes for the year ended March 31, 2017 as disclosed in our annual report on Form 10-K10-K for that year. The operating results and cash flows for three and nine months ended June 30,December 31, 2017 (unaudited)(unaudited) are not necessarily indicative of the results to be expected for the pending full year ending March 31, 2018.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The condensed consolidated financial statements include the accounts of ADM Tronics Unlimited, Inc. and its wholly owned subsidiary Sonotron. All significant intercompany balances and transactions have been eliminated in consolidation.

USE OF ESTIMATES

These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and, accordingly, require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. Significant estimates made by management include expected economic life and value of our medical devices, reserves, deferred tax assets, valuation allowance, impairment of long lived assets, fair value of equity instruments issued to consultants for services and fair value of equity instruments issued to others, option and warrant expenses related to compensation to employees and directors, consultants and investment banks, allowance for doubtful accounts, and warranty reserves. Actual results could differ from those estimates.  

REVENUE RECOGNITION

CHEMICAL PRODUCTS:

Revenues are recognized when products are shipped to end users. Shipments to distributors are recognized as revenue when no right of return exists.

ELECTRONICS: 

We recognize revenue from the sale of our electronic products when they are shipped to the purchaser. We offer a limited 90-day90-day warranty on our electronics products and a limited 5-year5-year warranty on our electronic controllers for spas and hot tubs. We have no other post shipment obligations. Based on prior experience, no amounts have been accrued for potential warranty costs and actual costs were less than $2,000,$2,000, for each of the three and nine months ended June 30,December 31, 2017 and 2016. For contract manufacturing, revenues are recognized after shipment of the completed products. 

ENGINEERING SERVICES: 

We provide certain engineering services, including research, development, quality control, and quality assurance services along with regulatory compliance services. We recognize revenue from engineering services as the services are provided. 

EARNINGS PER SHARE

Basic earnings per share is calculated based on the weighted average number of common shares outstanding during the periods. Diluted earnings per share is computed similar to basic earnings per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential shares had been issued and if the additional shares were dilutive.

Per share basic and diluted earnings amounted to $0.00$0.00 for both the three and $0.01nine months ended December 31, 2017 and $(0.00) and $0.01 for the three and nine months ended June 30, 2017 andDecember 31, 2016, respectively. There were 3,000,000 and 3,600,000 common stock equivalents at June 30,December 31, 2017 and 2016, respectively.

RECLASSIFICATION

Certain items in the prior financial statements have been reclassified to conform to the current period presentation.

RECENT ACCOUNTING PRONOUNCEMENTS

In July 2015, the FASB issued ASU 2015-11, “Inventory. Simplifying the Measurement of Inventory.” This amendment requires companies to measure inventory at the lower of cost and net realizable value. The Company adopted this amendment in April of 2017, and the implementation did not have a material impact on the Company's financial statements.

Management is still evaluating the impact of recently issued, but not yet effective accounting pronouncements, if adopted. The effects of the standards on the Company’sCompany’s consolidated financial statements are not known at this time.  

NOTE 3 - INVENTORIES       

Inventories at June 30,

Inventories at December 31, 2017 consisted of the following:     Current     Long Term     Total   Raw materials   $ 479,875     $ 20,331     $ 500,206   Finished goods     6,774       -       6,774       $ 486,649     $ 20,331     $ 506,980   Inventories at March 31, 2017 consisted of the following:         Current     Long Term     Total   Raw materials   $ 338,443     $ 56,611     $ 395,054   Finished goods     31,353       -       31,353       $ 369,796     $ 56,611     $ 426,407   The Company values its inventories at the first in, first out ("FIFO") method at the lower of cost or market.

NOTE 4 – CONCENTRATIONS

During the three-month periodthree months ended June 30,December 31, 2017 twothree customers accounted for 60%52% of our net revenue.

During the three-month periodnine months ended June 30, 2016, one customerDecember 31, 2017 three customers accounted for 57%59% of our net revenue.

During the three-month period ended December 31, 2016, one customer accounted for 71% of our net revenue.  During the nine-month period ended December 31, 2016, one customer accounted for 61% of our net revenue

As of June 30,December 31, 2017, one customerthree customers represented 78%90% of our accounts receivable.

As of March 31, 2017, one customer represented 83% of our accounts receivable.

The Company’sCompany’s customer base is comprised of foreign and domestic entities with diverse demographics. Net revenues from foreign customers for the three and nine months ended December 31, 2017 was $92,967 or 10% and $251,825 or 8%, respectively.

Revenues from foreign customers represented $68,381$48,750 of net revenue or 6.0%4.2% for the three months ended June 30, 2017 and $88,849December 31, 2016. Revenues from foreign customers represented $602,405 of net revenue or 6.4%15.4% for the threenine months ended June 30,December 31, 2016.

As of June 30,December 31, 2017, and March 31, 2017, accounts receivable included $1,690$1,902 and $48,213,$48,213, respectively, from foreign customers.

NOTENOTE 5 - SEGMENT INFORMATION

Information about segments is as follows:

NOTE6 - OPTIONS OUTSTANDING 

On September 2, 2015, ADM granted 3,000,000 stock options to employees at an exercise price of $0.20$0.20 per option and with a term of three years. The options were valued at $598,699$598,699 using the Black Scholes option pricing model with the following assumptions: risk free interest rate of 2.03%, volatility of 353%, estimated useful life of 3 years and dividend rate of 0%.

The following table summarizes information on all common share purchase options issued by us for the periods ended June 30,December 31, 2017 and March 31, 2017.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

We lease our office and manufacturing facility under a non-cancelable operating lease, which expires on June 30, 2019.2018. The Company’s future minimum lease commitment at June 30,December 31, 2017 is as follows: 

NOTE8 - INCOME TAXES

AtNOTE 8 - INCOME TAXES

At June 30,December 31, 2017, the Company had federal and state net operating loss carry-forwards ("NOL")'s of approximately $2,101,000,$1,881,000, which are due to expire through fiscal 2034. These NOLs may be used to offset future taxable income through their respective expiration dates and thereby reduce or eliminate our federal and state income taxes otherwise payable. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Ultimate utilization of such NOL's and credits is dependent upon the Company's ability to generate taxable income in future periods and may be significantly curtailed if a significant change in ownership occurs.

The Company provides a partial valuation allowance for the deferred tax asset resulting from the uncertainty that the stock-based compensation will be deductible. During the threenine months ended June 30,December 31, 2017, the Company utilized approximately $187,000$407,000 in net operating losses and expects to utilize the entire $2,101,000$1,881,000 before expiration.

The effective rates were approximately 41%97% and (6%)0% for thethree and nine months ended June 30,December 31, 2017 and 2016, respectively. The 2016 tax rates were favorably impacted relative to the statutory rate by a decrease in the valuation allowance related to the estimated net operating loss carry-forward utilization.

The Tax cuts and Job Acts, enacted on December 22, 2017, among other provisions, reduces the top corporate tax rate from 35% to a flat 21% and eliminates the Corporate Alternative Minimum Tax for tax years beginning after January 1, 2018. This new law change necessitated a discrete adjustment to reduce the deferred income tax asset by $227,000.

NOTE9 – DUE TO STOCKHOLDER

The Company’sCompany’s President has been deferring his salary and bonuses periodically to assist the Company’s cash flow. There are no repayment terms or interest accruing on this liability.

NOTE 1010 – SUBSEQUENT EVENTS

We evaluated all subsequent events from the date of the condensed consolidated balance sheet through the issuance date and determined that there are no events or transactions occurring during the subsequent event reporting period which require recognition or disclosure in the condensed consolidated financial statements.