UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB/A
(Amendment No. 1)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the transition period from to .
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Commission file number 0-17966
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MICRONETICS, INC.
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(Exact name of small business issuer as specified in its charter)
Delaware 22-2063614
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
26 Hampshire Drive, Hudson NH 03051
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(Address of principal executive offices)
(Zip Code)
(603) 883-2900
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(Issuer's telephone number, including area code)
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(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
Securities and Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
---
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practical date.
4,378,764 shares of common stock, par value $.01 per share as
of October 17, 2002.
MICRONETICS, INC.
INDEX
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Page No.
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Part I. Financial Information:
Item 1. Financial Statements.
Consolidated Condensed Balance
Sheets - September 30, 2002 and March
31, 2002 3-4
Consolidated Condensed Statements
of Operations - Three and Six Months
Ended September 30, 2002 and 2001 5-6
Consolidated Condensed Statement
of Cash Flows - Six Months Ended
September 30, 2002 and 2001 7-8
Notes to Consolidated Condensed
Financial Statements 9
Item 2. Management's Discussion and Analysis
or Plan of Operation. 10-11
Item 3. Controls and Procedures 12
Part II. Other Information:
Item 6. Exhibits and Reports on Form 8-K. 13
Signature 14
Certifications 15-18
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
MICRONETICS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(UNAUDITED)
Assets
September 30, March 31,
2002 2002
----------- ----------
CURRENT ASSETS:
Cash and cash equivalents $ 2,606,456 $ 2,500,414
Accounts receivable (net of
allowance for doubtful accounts
of $60,366 and $69,239 at September
30 and March 31, 2002, respectively) 1,713,825 1,579,395
Inventories 3,093,976 3,078,221
Prepaid expenses 66,187 88,202
Other current assets 115,357 164,460
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TOTAL CURRENT ASSETS 7,595,801 7,410,692
--------- ---------
PROPERTY AND EQUIPMENT
Land 162,000 162,000
Building & improvements 975,286 975,286
Furniture, fixtures, and
equipment 3,973,292 3,751,574
Equipment held under capital leases 603,515 603,516
--------- ---------
5,714,093 5,492,376
Less: Accumulated depreciation 3,422,740 3,301,494
--------- ---------
TOTAL PROPERTY AND EQUIPMENT 2,291,353 2,190,882
OTHER ASSETS
Security deposits 10,335 1,460
Goodwill 1,117,197 1,117,197
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TOTAL OTHER ASSETS 1,127,532 1,118,657
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TOTAL ASSETS $11,014,686 $10,720,232
========== ==========
See accompanying notes to consolidated condensed financial statements.
MICRONETICS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(UNAUDITED)
Liabilities and Shareholders' Equity
September 30, March 31,
2002 2002
------------- ----------
CURRENT LIABILITIES:
Short-term loans and capitalized
leases $ 323,250 $ 332,542
Accounts payable 275,791 507,534
Accrued expenses and taxes, other
than income taxes 498,664 477,234
Income taxes payable 87,994 25,442
---------- ----------
TOTAL CURRENT LIABILITIES 1,185,699 1,342,752
---------- ----------
NONCURRENT LIABILITIES:
Notes payable 1,331,652 1,507,291
Capitalized lease obligations 87,317 117,520
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TOTAL NONCURRENT LIABILITIES 1,418,969 1,624,811
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TOTAL LIABILITIES 2,604,668 2,967,563
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SHAREHOLDERS' EQUITY:
Preferred stock - $.10 par value,
Authorized 500,000 shares; Issued
- none at September 30,
2002 and March 31, 2002
Common stock $.01 par value,
Authorized 10,000,000 shares; Issued
4,447,264 shares at September 30,
2002 and 4,368,889 shares at March
31, 2002 43,788 43,385
Additional paid - in capital 4,620,047 4,455,497
Retained earnings 3,947,972 3,357,150
Less: Treasury stock at cost,
68,500 shares at September 30, 2002
and 30,400 shares at March 31,
2002 (201,789) (103,363)
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TOTAL SHAREHOLDERS' EQUITY 8,410,018 7,752,669
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TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $11,014,686 $10,720,232
========== ==========
See accompanying notes to consolidated condensed financial statements.
MICRONETICS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended September 30,
2002 2001
---------- ----------
Net sales $2,654,262 $1,917,574
Cost of sales 1,480,637 1,093,641
--------- ---------
Gross profit 1,173,625 823,933
Selling, general and
administrative expenses 602,179 460,051
Research & development expenses 184,290 103,810
--------- ---------
Income from operations 387,156 260,072
Other income (expense):
Interest income 14,858 9,454
Interest (expense) (27,380) (16,831)
Other income (expense) 6,154 (12,342)
--------- ---------
Total other income (expense) (6,368) (19,719)
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Income before provision
for income taxes 380,788 240,353
Provision for income taxes 57,118 47,241
--------- ---------
Net income $ 323,670 $ 193,112
========= =========
Net income per share $ 0.07 $ 0.05
========= =========
Diluted weighted average number
of shares outstanding 4,434,093 4,216,550
========= =========
See accompanying notes to consolidated condensed financial statements.
MICRONETICS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
Six Months Ended September 30,
2002 2001
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Net sales $4,995,911 $3,701,599
Cost of sales 2,758,543 2,107,341
--------- ---------
Gross profit 2,237,368 1,594,258
Selling, general and
administrative expenses 1,200,629 963,888
Research & development expenses 339,172 197,278
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Income from operations 697,567 433,092
Other income (expense):
Interest income 26,016 18,334
Interest expense (58,236) (32,705)
Other income (expense) 12,278 (11,501)
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Total other income (expense) (19,942) (25,872)
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Income before provision
for income taxes 677,625 407,220
Provision for income taxes 86,802 76,444
--------- ---------
Net income $ 590,823 $ 330,776
========= =========
Net income per share $ 0.13 $ 0.08
========= =========
Diluted weighted average number
of shares outstanding 4,442,188 4,216,645
========= =========
See accompanying notes to consolidated condensed financial statements.
MICRONETICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended September 30,
2002 2001
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Cash flows from operating
activities:
Net income $590,823 $330,776
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation and amortization 121,246 95,972
Changes in assets and liabilities:
(Increase) decrease in accounts
receivable, inventories, prepaid
expenses and other current assets (79,067) (209,095)
(Increase) decrease in security
deposits and other assets (8,875) (34,451)
(Decrease) increase in accounts
payable, accrued liabilities,
notes payable and other current
liabilities (157,053) (168,969)
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Net cash provided
by operating activities $467,074 $ 14,233
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See accompanying notes to consolidated condensed financial statements.
MICRONETICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONT.)
(UNAUDITED)
Six Months Ended September 30,
2002 2001
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Cash flows from investing
activities:
Purchase of property and
equipment $ (221,717) $ (91,461)
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Net cash (used for)
investing activities $ (221,717) $ (91,461)
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Cash flows from financing
activities:
(Repayments) increase of debt
and capitalized leases (205,842) 63,232
Proceeds from stock options
exercised 164,953 44,718
Purchase of treasury stock (98,426) (60,738)
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Net cash provided by (used for)
financing activities $ (139,315) $ 47,212
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NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS $ 106,042 $ (30,016)
Cash and cash equivalents,
beginning of year 2,500,414 1,573,081
--------- ---------
CASH AND CASH EQUIVALENTS,
END OF QUARTER $2,606,456 $1,543,065
========= =========
See accompanying notes to consolidated condensed financial statements.
MICRONETICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Note 1.
In the opinion of the Company, the accompanying unaudited
consolidated condensed financial statements contain all adjustments
(consisting of only normal recurring adjustments) which in the
opinion of management are necessary in order to present fairly the
financial position as of September 30, 2002 and 2001, the results
of operations for the three month periods ended September 30, 2002
and 2001 and cash flows for the three month periods ended September
30, 2002 and 2001.
While the Company believes that the disclosures presented are
adequate to make the information not misleading, it is suggested
that these consolidated condensed financial statements be read in
conjunction with the Company's Annual Report on Form 10-KSB for its
fiscal year ended March 31, 2002.
The results of operations for the three and six month periods ended
September 30, 2002 are not necessarily indicative of the results of
the full year.
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Description of Business:
Micronetics, Inc. changed its name in September 1995 to
Micronetics Wireless, Inc. and changed its name back to
Micronetics, Inc. in November 2002. The Company, which includes
its wholly-owned subsidiaries, Microwave & Video Systems, Inc. and
Enon Microwave, Inc., is engaged in the design, development,
manufacture and marketing of a broad range of high performance
wireless components and test equipment used in digital cellular,
microwave, satellite, radar and communication systems around the
world. Approximately 25% of the Company's sales derive from
foreign markets.
(b) Principles of Consolidation:
The consolidated financial statements include the accounts of the
Company including its two wholly-owned subsidiaries, Microwave &
Video Systems, Inc. and Enon Microwave, Inc. All significant
intercompany transactions are eliminated.
MICRONETICS, WIRELESS, INC. AND SUBSIDIARIES
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(c) Inventory Valuation:
Inventory is valued at the lower of cost (first-in, first-out
method) or market.
(d) Depreciation and Amortization:
Fixed assets are reflected at cost.
Depreciation of fixed assets are computed by both straight-line and
accelerated methods at rates adequate to allocate the cost of
applicable assets over their expected useful lives.
(e) Goodwill:
Until March 31, 2002, the excess of the cost of investment in
subsidiaries over the carrying value of assets acquired is shown as
goodwill, which is then amortized on a straight-line basis over a
maximum of 40 years. See Note 4 to Notes to Consolidated Condensed
Financial Statements.
(f) Income taxes:
The financial statements (including the provision for income taxes)
are prepared on an accrual basis. Temporary differences occur when
income and expenses are recognized in different periods for
financial reporting purposes and for purposes for computing income
taxes currently payable. Deferred taxes are provided as a result
of such temporary differences.
(g) Research and Development Costs:
Research and development costs are charged to expense in the year
incurred. The amounts expended for the quarter ended September 30,
2002 and 2001 were approximately $184,290 and $108,810,
respectively.
(h) Net Income Per Share:
Primary and fully diluted net income per share is calculated based
on the net income for each period divided by the weighted average
number of common shares and common equivalent shares outstanding
during each period. Common stock equivalents represent the
dilutive effect of the assumed exercise of certain outstanding
stock options.
MICRONETICS, INC. AND SUBSIDIARIES
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(i) Statement of Cash Flows:
For purposes of the statement of cash flows, the Company considers
all highly liquid investments purchased with an original maturity
of three months or less to be cash equivalents.
(j) Use of Estimates:
The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and revenues
and expenses during the reporting period. Actual results could
differ from those estimates.
(k) Vulnerability Due to Certain Concentrations:
All of the Company's assets and operations are located in three
facilities.
(l) Revenue Recognition:
The Company generates its revenues from the sale of products,
technology development, and licensing. The Company sells its
products through a direct sales force and sales representatives.
The Company's products are generally hardware and occasionally
bundled hardware and software that is delivered together to
original equipment manufacturers (OEMs) of a variety of
telecommunications and networking products that are considered end
users.
Revenues from products are recognized in accordance with Staff
Accounting Bulletin No, 101, "Revenue Recognition in Financial
Statements' ("SAB 101") when the following criteria are met:
persuasive evidence of an arrangement exists, delivery of product
has occurred, the price to the buyer is fixed or determinable, and
collectibility is probable. The Company has no obligation to
customers after the date on which products are delivered other that
pursuant to warranty obligations.
Revenues from technology development contracts are recognized upon
completion of milestones as set forth in a specific contract.
MICRONETICS, INC. AND SUBSIDIARIES
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
At this time, Micronetics does not offer a right to return any
Micronetics product (other than for warranty obligations), has no
post-shipment obligations, has no policy of awarding credits or
discounts and currently offers no price protection or similar
privileges. Unless purchasers acquire an extended warranty, which
is a program we have not yet sold, Micronetics offers a one year
warranty policy and establishes a warranty reserve. Micronetics
also charges to expense when incurred any warranty costs not
covered by the reserve. In order to return a product, Micronetics
must issue a Return Material Authorization. This policy is the
same for each of Micronetics' three segments (Defense Electronics
Group, Test Solutions Group and VCO Products Group).
(m) Reclassifications:
Certain reclassifications have been made to the 2001 comparative
financial statements to conform to the 2002 presentation.
Note 3. Inventories are summarized below:
September 30, 2002 March 31, 2002
------------------ --------------
Raw materials and
work-in-process $2,748,849 $2,714,953
Finished goods 437,257 492,961
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3,186,106 3,207,914
Less: allowance for obsolescence (92,130) (129,693)
--------- ---------
Total $3,093,976 $3,078,221
========= =========
Note. 4. IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In July 2001, the FASB issued Statement No. 141, Business
Combinations, and Statement No. 142, Goodwill and Other Intangible
Assets. Statement No. 141 requires that the purchase method of
accounting be used for all business combinations initiated after
June 30, 2001 as well as all purchase method business combinations
completed after June 30, 2001. Statement No. 141 also specifies
criteria intangible assets acquired in a purchase method business
combination must meet to be recognized and reported apart from
goodwill. Statement No. 142 requires that goodwill and intangible
assets with indefinite useful lives no longer be amortized, but
instead be tested for impairment at least annually in accordance
with the provisions of Statement No. 142. Statement No. 142 also
requires that intangible assets with definite useful lives be
amortized over their respective estimated useful lives, and
reviewed for impairment in accordance with SFAS No. 121.
Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to Be Disposed Of. The Company adopted the provisions
of Statement No. 141 as of July 1, 2001. The adoption of Statement
No. 141 did not have a material impact on the Company's financial
position or results of operations. The Company will adopt the
provisions of Statement No. 142 effective April 1, 2002.
In connection with the adoption of SFAS 142, Micronetics is
required to assess goodwill for impairment within six months of
adoption, and will complete its assessment on or before the second
quarter of Fiscal 2003. An annual impairment test will be
performed in the fourth quarter of each fiscal year and any future
impairment of goodwill will be charged to operations.
Item 2. Management's Discussion and Analysis or Plan of
Operation.
Results of Operations
The Company had revenues of $2,654,262 and $1,917,574 for the three
months ended September 30, 2002 and 2001, respectively, an increase
of $763,688 or 38.4% in the current period. A large percentage of
this increase was due to the inclusion of sales from Enon
Microwave, Inc. that was acquired by the Company in March 2002.
Gross profit as a percent of net sales increased to 44.2% in the
current period from 42.9% during the corresponding period of the
prior fiscal year. This was due primarily to improvements in our
Defense Electronics Group. Selling, general and administrative
expenses as a percent of net sales for the current period decreased
to 22.7% from 24.0% during the corresponding period a year ago.
This was due primarily to the impact of controlled increases
against a larger sales base. Research and development expenses
increased to 6.9% of net sales during the current period as
compared to 5.4% of net sales a year ago. The Company increased
new product development activities during the current period.
The Company had net income of $323,670, or $.07 per share, as
compared to net income of $193,112, or $.05 per share, for the
three month periods ended September 30, 2002 and 2001,
respectively. This is an increase of $130,558 or 67.6% from a year
ago. The weighted average shares outstanding for the three months
ended September 30, 2002 and 2001, were 4,434,093 and 4,216,550,
respectively.
The Company had revenues of $4,995,911 and $3,701,599 for the six
months ended September 30, 2002 and 2001, respectively, an increase
of $1,294,312 or 35% in the current period. A large percentage of
this increase was due to the inclusion of sales from Enon
Microwave, Inc. that was acquired by the Company in March 2002.
Gross profit as a percent of net sales increased to 44.8% in the
current period from 43.1% during the corresponding period of the
prior fiscal year. This was due primarily to improvements in our
Defense Electronics Group. Selling, general and administrative
expenses as a percent of net sales for the current period decreased
to 24.0% from 26.0% during the corresponding period a year ago.
This was due primarily to the impact of controlled increases
against a larger sales base. Research and development expenses
increased to 6.8% of net sales during the current period as
compared to 5.4% of net sales a year ago. The Company increased
new product development activities during the current period.
The Company had net income of $590,823, or $.13 per share, as
compared to net income of $330,776, or $.08 per share, for the six
month periods ended September 30, 2002 and 2001, respectively.
This is an increase of $260,047 or 78.6% as compared to the year
ago six month period. The weighted average shares outstanding for
the six months ended September 30, 2002 and 2001, were 4,442,188
and 4,216,645, respectively.
Financial Condition
The Company's working capital at September 30, 2002 was $6,420,481,
an increase of $342,162 from $6,067,940, the working capital at
March 31, 2002. The Company's current ratio was approximately 6.44
to 1.0 at September 30, 2002; it was approximately 5.55 to 1.0 at
March 31, 2002.
Net cash of $467,074 was provided by operating activities during
the six months ended September 30, 2002 as compared to $14,233 that
was provided by operating activities during the year earlier
period. This was primarily due to increased net income in the
current period. Net cash used for investing activities during the
six months ended September 30, 2002 was $221,717 as compared to
$91,461 during the year earlier period. This was due to the
purchase of more equipment during the current period. Net cash
used for financing activities during the six months ended September
30, 2002 was $139,315 as compared to cash of $47,212 provided
during the year earlier period. This was largely due to increased
debt reduction and increased purchases of treasury stock in the
current period. As a result of these activities, the Company's
cash position increased $106,042 during the current six months as
compared to a decrease of $30,016 in the year ago period.
Safe Harbor Statement
Statements which are not historical facts, including statements
about the Company's confidence and strategies and its expectations
about new and existing products, technologies and opportunities,
market and industry segment growth, demand and acceptance of new
and existing products are forward looking statements that involve
risks and uncertainties. These include, but are not limited to,
product demand and market acceptance risks; the impact of
competitive products and pricing; the results of financing efforts;
the loss of any significant customers of any business; the effect
of the Company's accounting policies; the effects of economic
conditions and trade, legal, social, and economic risks, such as
import, licensing, and trade restrictions; the results of the
Company's business plan and the impact on the Company of its
relationship with its lender. This report should be read in
conjunction with the Company's Annual Report on Form 10-KSB for its
fiscal year ended March 31, 2002.
Item 3. Controls and Procedures.
Within the 90 days prior to the date of this report, the Company
carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's
Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Exchange Act Rule
13a-14. Based upon the evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that the Company's disclosure
controls and procedures are effective. There were no significant
changes in the Company's internal controls or in other factors that
could significantly affect these controls subsequent to the date of
their evaluation.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
3.1 Certificate of Incorporation of the Company, as amended,
incorporated by reference to Exhibit 3.1 to Registration
Statement No. 33-16453 (the "Registration Statement").
3.2 By-Laws of the Company incorporated by reference to
Exhibit 3.2 of the Registration Statement.
99.1 Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
99.2 Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
(b) Reports on Form 8-K.
During the quarter ended September 30, 2002, the registrant
did not file any reports on Form 8-K.
SIGNATURE
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 thereunto duly authorized.
MICRONETICS, INC.
(Registrant)
Dated: February 18, 2003 By:/s/Richard S. Kalin
----------------------
Richard S. Kalin,
President (Principal
Executive Officer)
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Richard S. Kalin certify that:
1. I have reviewed this quarterly report on Form 10-QSB/A
of Micronetics, Inc.;
2. Based on my knowledge, this quarterly report does
not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and
other financial information included in this quarterly report,
fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and
for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and have:
(a) designed such disclosure controls and
procedures to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90 days
prior to the filling date of this quarterly report (the "Evaluation
Date"); and
(c) presented in this quarterly report our
conclusions about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date.
5. The registrant's other certifying officers and I
have disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's board
of directors (or persons performing the equivalent functions):
(a) all significant deficiencies in the design or
operation of internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's auditors
any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that
involves management or other employees who have a significant role
in the registrant's internal controls.
6. The registrant's other certifying officers and I
have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.
Date: February 18, 2003
/s/Richard S. Kalin
-----------------------------------
Name: Richard S. Kalin
Title: President and
Chief Executive Officer
(Principal Executive Officer)
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Dennis Dow, certify that:
1. I have reviewed this quarterly report on Form 10-QSB/A
of Micronetics, Inc.;
2. Based on my knowledge, this quarterly report does
not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and
other financial information included in this quarterly report,
fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and
for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and have:
(a) designed such disclosure controls and
procedures to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90 days
prior to the filling date of this quarterly report (the "Evaluation
Date"); and
(c) presented in this quarterly report our
conclusions about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date.
5. The registrant's other certifying officers and I
have disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's board
of directors (or persons performing the equivalent functions):
(a) all significant deficiencies in the design or
operation of internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's auditors
any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that
involves management or other employees who have a significant role
in the registrant's internal controls.
6. The registrant's other certifying officers and I
have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.
Date: February 18, 2003
/s/Dennis Dow
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Name: Dennis Dow
Title: Vice President - Finance
(Principal Financial Officer)