UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 2, 2005
ADM TRONICS UNLIMITED, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-17629 22-1896032
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
224-S Pegasus Avenue, Northvale, New Jersey 07647
(Address of principal executive offices) (Zip Code)
(201) 767-6040
Registrant's Telephone Number
Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)).
Item 4.02. Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review.
(a) On September 2, 2005, the Board of Directors (the "Board") of ADM
Tronics Unlimited, Inc., a Delaware corporation (the "Company"), on the
recommendation of the Company's management and after discussions with its
independent auditors, made an internal determination and concluded that
the financial statements contained in the Company's Quarterly Report on
Form 10-QSB for the Company's fiscal quarters ended September 30, 2004,
December 31, 2004 and June 30, 2005 (the "Form 10-QSBs") and the financial
statements previously audited by the Company's prior auditors and
contained in the Company's Annual Report on Form 10-KSB for the Company's
fiscal year ended March 31, 2005 (the "Form 10-K"), requires restatement
related to the accounting for the fair value of warrants issued with
convertible debt, and a beneficial conversion feature related to the
convertible debt issued with respect to the financing for the Company's
subsidiary, Ivivi Technologies, Inc. as previously accounted for by the
Company.
The total amount attributable to the warrants will change and the
beneficial conversion feature will be recorded as a debt discount and will
be amortized over the life of the related debt. While our review is not
yet complete, it has progressed sufficiently to allow us now to conclude
that we expect to restate and amend our financial statements for the above
periods.
These charges represent non-cash items, and the Company's
revenues, cash flows and liquidity will not be affected by this
restatement.
The decision to restate the financial statements was made by the
Board, upon the recommendation of the Company's management and with the
concurrence of the Company's independent auditors. In addition, the
Board, upon recommendation of management, made an internal determination
that the previously issued financial statements contained in the Form 10-
QSBs and the Form 10-KSB should not be relied upon.
The net effect of the restatement, described above and which
relates to the fair value of warrants issued with convertible debt, and a
beneficial conversion feature related to the convertible debt, would be to
increase our net loss and net loss per share during the reporting periods.
On September 1, 2005, the Board discussed the matters disclosed in
this Item 4.02(a) with management and with the Company's auditors, Raich,
Ende & Malter Co. LLP. The Company's auditors informed the Board that
they concur with the conclusions described above.
The Company intends to file a Form 10-QSB/A and Form 10-KSB/A
amending the Form 10-QSBs and Form 10-K, respectively, to include the
respective restated financial statements as soon as practicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
ADM Tronics Unlimited, Inc.
By: /s/ Andre' DiMino
Name: Andre' DiMino
Title: President
Dated: September 2, 2005