ADMT 10-Q Quarterly Report Dec. 31, 2024 | Alphaminr
ADM TRONICS UNLIMITED, INC.

ADMT 10-Q Quarter ended Dec. 31, 2024

ADM TRONICS UNLIMITED, INC.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2024

OR

TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

COMMISSION FILE NO. 0-17629

ADM TRONICS UNLIMITED, INC.
(Exact name of registrant as specified in its charter)

Delaware

(State or Other Jurisdiction

of Incorporation or or organization)

22-1896032

(I.R.S. Employer

Identification Number)

224-S Pegasus Ave. , Northvale , New Jersey 07647
(Address of Principal Executive Offices)

Registrant's Telephone Number, including area code: ( 201 ) 767-6040

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

None

N/A

N/A

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

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

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes No ☒

State the number of shares outstanding of each of the Issuer's classes of common equity, as of the latest practicable date:

The Company has 67,588,492 shares outstanding as of February 14, 2025.

1

ADM TRONICS UNLIMITED, INC. AND SUBSIDIARY

INDEX

Page

Number

Part I - Financial Information

Item 1.

Condensed Consolidated Financial Statements (unaudited):

Condensed Consolidated Balance Sheets –December 31, 2024 (unaudited) and March 31, 2024

3

Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2024 and 2023 (unaudited)

4

Condensed Consolidated Statement of Stockholders’ Equity for the nine months ended December 31, 2024 and 2023 (unaudited)

5

Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2024 and 2023 (unaudited)

6

Notes to Condensed Consolidated Financial Statements

7

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

14

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

18

Item 4.

Controls and Procedures

18

Part II - Other Information

Item 1.

Legal Proceedings

19

Item 1A.

Risk Factors

19

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

19

Item 3.

Defaults Upon Senior Securities

19

Item 4.

Mine Safety Disclosures

19

Item 5.

Other Information

19

Item 6.

Exhibits

20

2

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ADM TRONICS UNLIMITED, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

December 31,

March 31,

2024

2024

ASSETS

Current assets:

Cash and cash equivalents

$ 430,700 $ 537,041

Accounts receivable, net of credit losses of $ 975,597 and $ 814,788 at December 31, 2024 and March 31, 2024, respectively

374,153 344,526

Inventories

445,110 313,409

Prepaid expenses and other current assets

6,393 19,223

Total current assets

1,256,356 1,214,199

Other Assets:

Long-term inventory

240,603 226,722

Operating lease right-of-use asset

335,190 399,521

Loan receivable, net of allowance for doubtful accounts of $ 240,965 at December 31, 2024 and March 31, 2024, respectively.

89,125 89,125

Investments

195,000 -

Intangible assets, net of accumulated amortization of $ 33,121 and $ 27,936 at December 31, 2024 and March 31, 2024, respectively

17,188 22,373

Other assets

14,917 186,788

Total other assets

892,023 924,529

Total assets

$ 2,148,379 $ 2,138,728

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

$ 273,949 $ 266,082

Bank overdraft

16,801 112,391

Accrued expenses and other current liabilities

56,606 61,268

PPP loan

2,241 6,276

Line of credit

380,208 389,530

Operating lease liability

92,215 87,727

Customer deposits

220,025 200,661

Total current liabilities

1,042,045 1,123,935

Long-term liabilities

Due to employee

79,449 -

Operating lease liability less current portion

251,711 322,402

Total long-term liabilities

331,160 322,402

Total liabilities

1,373,205 1,446,337

Stockholders' equity:

Preferred stock, $ .01 par value; 5,000,000 shares authorized, no shares issued and outstanding

- -

Common stock, $ 0.0005 par value; 150,000,000 shares authorized, 67,588,492 shares issued and outstanding

33,794 33,794

Additional paid-in capital

33,606,740 33,603,644

Accumulated deficit

( 32,865,360 ) ( 32,945,047 )

Total stockholders' equity

775,174 692,391

Total liabilities and stockholders' equity

$ 2,148,379 $ 2,138,728

See accompanying notes to the unaudited condensed consolidated financial statements

3

ADM TRONICS UNLIMITED, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2024 AND 2023

(Unaudited)

Three months ended

Nine months ended

December 31,

December 31,

2024

2023

2024

2023

Net revenues

$ 749,510 $ 696,496 $ 2,447,391 $ 2,213,317

Cost of sales

481,331 375,075 1,239,527 1,360,602

Gross Profit

268,179 321,421 1,207,864 852,715

Operating expenses:

Research and development

161,005 177,502 400,583 439,832

Selling, general and administrative

196,443 249,306 778,127 883,716

Total operating expenses

357,448 426,808 1,178,710 1,323,548

Income (loss) from operations

( 89,269 ) ( 105,387 ) 29,154 ( 470,833 )

Other income (expense):

Interest income

2,923 5,663 10,659 20,256

Interest and finance expenses

( 8,331 ) ( 5,291 ) ( 25,509 ) ( 14,804 )

Gain/(loss) from investment

( 142,500 ) - ( 31,000 ) -

Total other income (expense)

( 147,908 ) 372 ( 45,850 ) 5,452

Income (loss) before provision for income taxes

( 237,177 ) ( 105,015 ) ( 16,696 ) ( 465,381 )

Provision for (benefit) income taxes:

Current

500 - 1,500 -

Deferred

- - - -

Total provision (benefit) for income taxes

500 - 1,000 -

Net income (loss)

$ ( 237,677 ) $ ( 105,015 ) $ ( 18,196 ) $ ( 465,381 )

Basic and diluted per common share:

$ ( 0.00 ) $ ( 0.00 ) $ ( 0.00 ) $ ( 0.01 )

Weighted average shares of common stock outstanding - basic and diluted

67,588,492 67,588,492 67,588,492 67,588,492

See accompanying notes to the unaudited condensed consolidated financial statements

4

ADM TRONICS UNLIMITED, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (UNAUDITED)

FOR THE THREE MONTHS ENDED DECEMBER 31, 2024 AND 2023

(Unaudited)

Common Stock

Common Stock

Additional Paid-in

Accumulated

Shares

Amount

Capital

Deficit

Total

Balance at April 1, 2023

67,588,492 $ 33,794 $ 33,599,516 $ ( 32,067,825 ) $ 1,565,485

Stock based compensation

1,032 1,032

Net income (loss)

( 132,261 ) ( 132,261 )

Balance at June 30, 2023

67,588,492 $ 33,794 $ 33,600,548 $ ( 32,200,086 ) $ 1,434,256

Stock based compensation

1,032 1,032

Net income (loss)

( 228,105 ) ( 228,105 )

Balance at September 30, 2023

67,588,492 $ 33,794 $ 33,601,580 $ ( 32,428,191 ) $ 1,207,183

Stock based compensation

1,032 1,032

Net income (loss)

( 105,015 ) ( 105,015 )

Balance at December 31, 2023

67,588,492 $ 33,794 $ 33,602,612 $ ( 32,533,206 ) $ 1,103,200

Balance at April 1, 2024

67,588,492 $ 33,794 $ 33,603,644 $ ( 32,945,047 ) $ 692,391

Stock based compensation

1,032 1,032

Prior period adjustment

54,750 54,750

Net income (loss)

272,168 272,168

Balance at June 30, 2024

67,588,492 $ 33,794 $ 33,604,676 $ ( 32,618,129 ) $ 1,020,341

Stock based compensation

1,032 1,032

Prior period adjustment

43,133 43,133

Net income (loss)

( 52,687 ) ( 52,687 )

Balance at September 30, 2024

67,588,492 $ 33,794 $ 33,605,708 $ ( 32,627,683 ) $ 1,011,819

Stock based compensation

1,032 1,032

Prior period adjustment

-

Net income (loss)

( 237,677 ) ( 237,677 )

Balance at December 31, 2024

67,588,492 $ 33,794 $ 33,606,740 $ ( 32,865,360 ) $ 775,174

See accompanying notes to the unaudited condensed consolidated financial statements

5

ADM TRONICS UNLIMITED, INC. AND SUBSIDIARY

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2024 AND 2023

(Unaudited)

2024

2023

Cash flows from operating activities:

Net loss

$ ( 18,196 ) $ ( 465,381 )

Adjustments to reconcile net loss to net cash used in operating activities:

Amortization

5,185 3,370

Write-off of inventories

49,214 33,945

Credit recoveries

- ( 305,090 )

Unrealized gain in investment

31,000 -

Loan impairment

- 209,809

Non-cash interest expense

- 17,168

Amortization of right-to-use asset

64,331 61,114

Stock based compensation

3,096 3,096

Changes in operating assets and liabilities balances:

Accounts receivable

( 29,627 ) 102,091

Due from affiliate

- -

Inventories

( 194,796 ) 8,844

Prepaid expenses and other current assets

12,830 33,169

Investments

( 337,500 )

Accounts payable

50,620 ( 29,142 )

Bank overdraft

( 95,590 ) 10,278

Customer deposits

19,364 ( 124,375 )

Accrued expenses and other current liabilities

( 4,660 ) 24,873

Payments of operating lease liability

( 66,204 ) ( 78,906 )

Net cash provided by (used in) operating activities

( 510,933 ) ( 495,137 )

Cash flows from investing activities:

Purchase of software

- ( 14,515 )

Investments

338,500 -

Net cash provided by (used in) investing activities

338,500 ( 14,515 )

Cash flows provided (used) in financing activities:

Due to shareholder

- ( 13,626 )

Proceeds from line of credit

47,403 233,328

Repayments of line of credit

( 56,725 ) ( 47,760 )

Borrowing from (repayments to) stockholder

- -
Due to employee 79,449 -

Proceeds (payments) from/to PPP loan

( 4,035 ) ( 4,035 )

Net cash provided by (used in) financing activities

66,092 167,907

Net increase (decrease) in cash and cash equivalents

( 106,341 ) ( 341,745 )

Cash and cash equivalents - beginning of period

537,041 1,003,730

Cash and cash equivalents - end of period

$ 430,700 $ 661,985

Cash paid for:

Interest

$ 25,509 $ 20,256
Taxes $ 1,000 $ -
Non-cash activities:

See accompanying notes to the unaudited condensed consolidated financial statements

6

ADM TRONICS UNLIMITED, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

FOR THE NINE MONTHS ENDED DECEMBER 31, 2024 AND 2023

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 manufacturing and engineering concern whose principal lines of business are the design, manufacture, and sale of electronics of our own products or on a contract manufacturing basis; the production and sale of chemical and antistatic products; and, research, development and engineering services.

Electronic equipment is manufactured in accordance with customer specifications on a contract basis. Our electronic device product line consists principally of proprietary devices used in diagnostics and therapeutics of humans and animals and electronic controllers for spas and hot tubs. These products are sold to customers located principally in the United States. We are registered with the FDA as a contract manufacturing facility, and we manufacture medical devices for customers in accordance with their designs and specifications. Our chemical product line is principally comprised of water-based chemical products used in the food packaging and converting industries, and anti-static conductive paints, coatings and other products. These products are sold to customers located in the United States, Australia, Asia and Europe. We also provide research, development, regulatory, and engineering services to customers. Our Sonotron Medical Systems, Inc. subsidiary (“Sonotron”) is involved in medical electronic therapeutic technology.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared by ADM pursuant to accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) including Form 10-Q and Regulation 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 GAAP have been omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and explanatory notes for the year ended March 31, 2024 as disclosed in our annual report on Form 10-K for that year. Unaudited interim results are not necessarily indicative of the results for the full fiscal year ending March 31, 2025. The consolidated balance sheet as of March 31, 2024 was derived from the audited consolidated financial statements as of and for the year then ended.

PRINCIPLES OF CONSOLIDATION

The condensed consolidated financial statements include the accounts of ADM Tronics Unlimited, Inc. and its wholly owned subsidiary, Sonotron (the “Company”). 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 GAAP and, accordingly, requires 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 deferred tax assets and related valuation allowance, write down of inventory, impairment of long-lived assets, allowance for doubtful accounts, and warranty reserves. Actual results could differ from those estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS

For certain of our financial instruments, including accounts receivable, accounts payable, and accrued expenses, the carrying amounts approximate fair value due to their relatively short maturities.

CASH AND CASH EQUIVALENTS

Cash equivalents are comprised of highly liquid investments with original maturities of three months or less when purchased. We maintain our cash in bank deposit accounts, which at times, may exceed federally insured limits. We have not experienced any losses to date as a result of this policy. Cash and cash equivalents held in these accounts are currently insured by the Federal Deposit Insurance Corporation (“FDIC”) up to a maximum of $250,000. At December 31, 2024 and March 31, 2024, approximately $ 181,000 and $ 287,000 , respectively, exceeded the FDIC limit.

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ACCOUNTS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES

Accounts receivable are stated at the amount management expects to collect from outstanding balances. The carrying amounts of accounts receivable is reduced by a valuation allowance that reflects management's best estimate of the amounts that will not be collected. Management individually reviews all accounts receivable balances that exceed the due date and estimates the portion, if any, of the balance that will be collected. Management provides for probable uncollectible amounts through a charge to expenses and a credit to a valuation allowance, based on its assessment of the current status of individual accounts. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable.

REVENUE RECOGNITION

ELECTRONICS:

We recognize revenue from the sale of our electronic products when they are shipped to the purchaser. We offer a limited 90-day warranty on our electronics products and contract manufacturing, and a limited 5-year warranty on our electronic controllers for spas and hot tubs. Historically, the amount of warranty expense included in sales of our electronic products has been de minimis. We have no other post shipment obligations. For contract manufacturing, revenues are recognized after shipments of the completed products.

Amounts received from customers in advance of our satisfaction of applicable performance obligations are recorded as customer deposits. Such amounts are recognized as revenues when the related performance obligations are satisfied. Customer deposits of approximately $ 21,000 and $ 97,000 and  as of March 31, 2024 were recognized as revenues during the three and nine months ended December 31, 2024.

Customer deposits of approximately $ 128,000 and $ 212,000 as of March 31, 2023 were recognized as revenues during the three and nine months ended December 31, 2023, respectively.

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.

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 over time as the applicable performance obligations are satisfied.

All revenue is recognized net of discounts.

INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out method) and net realizable value. Inventories that are expected to be sold within one operating cycle (1 year) are classified as a current asset. Inventories that are not expected to be sold within 1 year, based on historical trends, are classified as Inventories - long term portion. Obsolete inventory is written off based on prior and expected future usage.

Long-Term Inventory: Due to recent shortages of materials relating to supply chain and COVID issues, when an item the Company believes will be used in the future, even beyond the current fiscal year, becomes available, it will purchase as many items as management deems necessary to fulfill future orders.

PROPERTY AND EQUIPMENT

We record our property and equipment at historical cost. We expense maintenance and repairs as incurred. Depreciation is provided for by the straight-line method over five to seven years, the estimated useful lives of the property and equipment. As of December 31, 2024 and March 31, 2024, all fixed assets were fully depreciated.

ADVERTISING COSTS

Advertising costs are expensed as incurred and amounted to$ 3,680 and $ 8,114 and $ 5,908 and $ 17,041 for the three and nine months ended December 31, 2024 and December 31, 2023, respectively.

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NET EARNINGS PER SHARE

We compute basic earnings per share by dividing net income/loss by the weighted average number of common shares outstanding. 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. Common equivalent shares are excluded from the computation of net earnings per share if their effect is anti-dilutive.

There were 200,000 anti-dilutive instruments in force during the periods ended December 31, 2024 and 2023, respectively.

Per share basic and diluted (loss) amounted to $( 0.00 ) and $( 0.00 ) and $ 0.00 and $( 0.01 ) for the three months and nine months ended December 31, 2024 and 2023, respectively.

LEASES

In February 2016, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance which changed financial reporting as it relates to leasing transactions. Under the new guidance, lessees are required to recognize a lease liability, measured on a discounted basis; and a right-of-use asset, for the lease term. The Company adopted this guidance as of April 1, 2019, using the modified retrospective approach which allowed it to initially apply the guidance as of the adoption date. The Company elected the package of practical expedients available under the new standard, which allowed the Company to forgo a reassessment of (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) the initial direct costs for any existing leases.

The Company made a policy election to recognize short-term lease payments as an expense on a straight-line basis over the lease term. The Company defines a short-term lease as a lease that, at the commencement date, has a lease term of twelve months or less and does not contain an option to purchase the underlying asset that the lease is reasonably certain to exercise. Related variable lease payments are recognized in the period in which the obligation is incurred.

The Company's lease agreement contains related non-lease components (e.g. taxes, etc.). The Company separates lease components and non-lease components for all underlying asset classes.

RECLASSIFICATION

Certain amounts in the prior periods presented have been reclassified to conform to the current period financial statement presentation. These reclassifications have no effect on previously reported net loss.

NEW ACCOUNTING STANDARDS

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The FASB subsequently issued amendments to ASU 2016-13, which have the same effective date and transition date of April 1, 2023. These standards replace the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measure at amortized cost to be presented at the net amount expected to be collected. The Company determined that this change does not have a material impact to the financial statements or financial statement disclosures.

INVESTMENTS

Investments in publicly  held companies are net book value or fair value.

Investments in privately held companies are valued at cost, net book value or fair value when available. Investments valued at cost or net book value is a departure from accounting principles generally accepted in the United States of America

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NOTE 3 - INVENTORIES

Inventories at December 31, 2024 consisted of the following:

Current

Long Term

Total

Raw materials

$ 391,593 $ 229,310 $ 620,903

Finished goods

53,517 11,293 64,810

Totals

$ 445,110 $ 240,603 $ 685,713

Inventories at March 31, 2024 consisted of the following:

Current

Long Term

Total

Raw materials

$ 238,227 $ 216,185 $ 454,412

Finished goods

75,182 10,537 85,719

Totals

$ 313,409 $ 226,722 $ 540,131

NOTE 4 - INTANGIBLE ASSETS

December 31, 2024

March 31, 2024

Cost

Weighted Average

Amortization Period

(Years)

Accumulated

Amortization

Net Carrying

Amount

Cost

Weighted Average

Amortization Period

(Years)

Accumulated

Amortization

Net Carrying

Amount

Patents & Trademarks

$ 35,794 10 - 15 $ ( 27,071 ) $ 8,723 $ 35,794 10 - 15 $ ( 25,516 ) $ 10,278

Software

$ 14,515 3 $ ( 6,050 ) $ 8,465 $ 14,515 3 $ ( 2,420 ) $ 12,095
$ 50,309 $ ( 33,121 ) $ 17,188 $ 50,309 $ ( 27,936 ) $ 22,373

Estimated aggregate future amortization expense related to intangible assets is as follows:

For the fiscal years

ended March 31,

2025

$ 1,779

2026

6,933

2027

4,225

2028

1,810

2029

1,613

thereafter

828
$ 17,188

NOTE 5 CONCENTRATIONS

During the three and nine months ended December 31, 2024, two customers accounted for 54 % and 48 % of our net revenue, respectively.

During the three and nine months ended December 31, 2023, two customers accounted for 53 % and 44 % of our net revenue, respectively.

As of December 31, 2024, three customers represented 88 % of our gross accounts receivable. As of March 31, 2024, four customers accounted for 89 % of our gross accounts receivable.

As of December 31, 2024, one vendor accounted for over 19 % of our accounts payable balance.

The Company’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, 2024 were $ 68,802 or 9 % and $ 282,984 or 12 %, respectively.

Net revenues from foreign customers for the three and nine months ended December 31, 2023 were $ 40,029 or 6 % and $ 238,170 or 11 %, respectively.

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NOTE 6 - DISAGGREGATED REVENUES AND SEGMENT INFORMATION

The following tables show the Company's revenues disaggregated by reportable segment and by product and service type:

Three months Ended December 31,

2024

2023

Net Revenue in the US

Chemical

$ 213,449 $ 175,402

Electronics

351,532 423,593

Engineering

115,727 57,472
680,708 656,467

Net Revenue outside the US

Chemical

68,802 40,029

Electronics

- -

Engineering

- -
68,802 40,029

Total Revenues

$ 749,510 $ 696,496

Nine Months Ended December 31,

2024

2023

Net Revenue in the US

Chemical

$ 614,661 $ 598,176

Electronics

1,109,107 1,082,634

Engineering

440,639 294,337
2,164,407 1,975,147

Net Revenue outside the US

Chemical

282,984 238,170

Electronics

- -

Engineering

- -
282,984 238,170

Total Revenues

$ 2,447,391 $ 2,213,317

NOTE 7 DUE FROM AFFILIATE

The Company provided $ 330,090 in engineering services to Qol during the year March 31, 2018. This amount is shown net of a $ 240,965 allowance for credit losses on the consolidated balance sheets as of December 31, 2024 and March 31, 2024, respectively.

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N OTE 8 LEASES

We lease our office and manufacturing facility under a non-cancelable operating lease, which expires on June 30, 2028. The following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities as of December 31, 2024:

For the fiscal year ended:

Amount

FY 2025

March 31, 2025

$ 26,718

FY 2026

March 31, 2026

106,872

FY 2027

March 31, 2027

106,872

FY 2028

March 31, 2028

106,872

FY 2029

March 31, 2029

ends June 30, 2029

26,718
374,052

Less: Amount attributable to imputed interest

( 30,126 )
$ 343,926

Weighted average remaining lease term (in years)

2.2

Weighted average discount rate

5 %

Rent and real estate tax expense for all facilities for the three and nine months ended December 31, 2024 was approximately $ 37,000 and $ 107,000 , respectively.

Rent and real estate tax expense for all facilities for the three and nine months ended December 31, 2023 was approximately was approximately $ 35,000 and $ 104,000 , respectively.

These are reported as a component of cost of sales and selling, general and administrative expenses in the accompanying consolidated statements of operations.

NOTE 9 PAYCHECK PROTECTION PROGRAM (PPP) LOAN

In May 2020, the Company obtained funding through the Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”) of $ 381,000 . In February 2021, a second PPP loan was obtained in the amount of $ 332,542 , for a total of $ 713,542 . The loans will be fully forgiven if the funds are used for payroll costs, interest on mortgages, rent, and utilities, with at least 60% being used for payroll. The Company did use the funds for these expenses during the year ended March 31, 2021. The Company applied for loan forgiveness of both PPP loans. On September 7, 2021, the Company received approval from the SBA for $ 361,275 of PPP loan forgiveness. On December 21, 2021, the Company received approval from the Bank for $ 332,542 . This amount was recorded as Forgiveness of Paycheck Protection loan in the accompanying condensed Consolidated Statements of Operations during the fiscal year ended March 31, 2022.

The unforgiven portion of the first PPP loan is $ 19,725 , which was converted to a term loan payable in equal installments of principal plus interest at 1 % with a maturity date of May 15, 2025 . No collateral or personal guarantees is required for the loan. At December 31, 2024, the outstanding balance is $ 2,241 .

NOTE 10 LINE OF CREDIT

On June 15, 2018, the Company obtained an unsecured revolving line of credit, with a limit of $ 400,000 . The line expires May 15, 2025 , renewing automatically every year. The Company is required to make monthly interest payments, at a rate of 8.87 % as of December 31, 2024. Any unpaid principal will be due upon maturity. At December 31, 2024 and March 31, 2024, the outstanding balance was $ 380,208 and $ 389,530 , respectively.

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NOTE 11 WARRANTS

On April 11, 2023, warrants to purchase Company stock were issued to two outside consultants. Each consultant was granted 100,000 warrants with a strike price of $ 0.20 . The Warrants vested and were exercisable immediately. The warrants were valued using a Black Scholes model effective April 11, 2023, cumulative volatility was computed at 123.52 % and the total valuation was $ 8,256 which will be amortized over the 24 -month life.

Outstanding and exercisable

Range of Exercise

prices

Number outstanding

Weighted average

remaining life in

years

Weighted Average

Exercise Price

Exercisable

$ 0.20 200,000 0.78 $ 0.20 200,000

2024

2023

# of Shares

Weighted

Average

# of Shares

Weighted

Average

Exercise

Price

Exercise

Price

Outstanding, beginning of year

200,000 $ 0.20 - -

Issued

- - 200,000 $ 0.20

Exercised

- - - -

Expired

- - - -

Cancelled

- - - -

Outstanding, end of period

200,000 $ 0.20 200,000 $ 0.20

Exercisable, end of period

200,000 $ 0.20 200,000 $ 0.20

NOTE 12 LEGAL PROCEEDINGS

We are involved, from time to time, in litigation and proceedings arising out of the ordinary course of business. There are no pending material legal proceedings or environmental investigations to which we are a party or to which our property is subject.

NOTE 13 CONTRACTURAL OBLIGATIONS AND OTHER COMMITMENTS

Legal Contingencies

We are involved, from time to time, in litigation and proceedings arising out of the ordinary course of business. There are no pending material legal proceedings or environmental investigations to which we are a party or to which our property is subject.

Product Liability

As of December 31, 2024 and March 31, 2024, there were no claims against us for product liability.

NOTE 14 FAIR VALUE MEASUREMENTS

Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures, provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows:


Level 1

Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the plan has the ability to access.

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Level 2

Inputs to the valuation methodology include

● Quoted prices for similar assets or liabilities in active markets;

● Quoted prices for identical or similar assets or liabilities in active markets;

● Inputs other than quoted prices that are observable for the asset or liability

● Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

● If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.


Level 3

Inputs to the valuation methodology are unobservable and significant to the fair value measurement.


The asset's or liability's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

Following is a description of the valuation methodologies used for assets at fair value. There have been no changes in the methodologies used at December 31, 2024.

Investments in publicly  held companies are net book value or fair value.

Investments in privately held companies are valued at cost, net book value or fair value when available. Investments valued at cost or net book value is a departure from accounting principles generally accepted in the United States of America.

The preceding methods may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Partnership believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The following table sets forth by level, within the fair value hierarchy, the Partnership's assets at fair value as of September 30,2024:

Assets at Fair Value as of December 31, 2024:

Level 1

Level 2

Level 3

Total

Investment

$ 120,000 $ - $ - $ 120,000

TOTAL ASSETS AT FAIR VALUE

$ 120,000 $ - $ - $ 120,000

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our operations and financial condition should be read in conjunction with the condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the "safe harbor" provisions under section 21E of the Securities and Exchange Act of 1934 and the Private Securities Litigation Act of 1995. We use forward-looking statements in our description of our plans and objectives for future operations and assumptions underlying these plans and objectives. Forward-looking terminology includes the words "may", "expects", "believes", "anticipates", "intends", "forecasts", "projects", or similar terms, variations of such terms or the negative of such terms. These forward-looking statements are based on management's current expectations and are subject to factors and uncertainties which could cause actual results to differ materially from those described in such forward-looking statements. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Form 10-Q to reflect any change in our expectations or any changes in events, conditions or circumstances on which any forward-looking statement is based. Factors which could cause such results to differ materially from those described in the forward-looking statements include those set forth under "Item. 1 Description of Business – Risk Factors" and elsewhere in or incorporated by reference into our Annual Report on Form 10-K for the year ended March 31, 2024.

BUSINESS OVERVIEW

The Company is a technology-based developer and manufacturer of diversified lines of products and derives revenue 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 Company has increased internal research and development by utilizing their engineering resources to advance their own proprietary medical device technologies.

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The Company is a corporation that was organized under the laws of the State of Delaware on November 24, 1969. Our operations are conducted through ADM and its subsidiary Sonotron.

RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2024 AS COMPARED TO DECEMBER 31, 2023.

For the three months ended December 31, 2024

Chemical

Electronics

Engineering

Total

Revenue

$ 282,251 $ 351,532 $ 115,727 $ 749,510

Cost of Sales

221,342 219,227 40,762 481,331

Gross Profit

60,909 132,305 74,965 268,179

Gross Profit Percentage

22 % 38 % 65 % 36 %

Operating Expenses

140,470 160,848 56,130 357,448

Operating Income (Loss)

(79,561 ) (28,543 ) 18,835 (89,269 )

Other income (expenses)

(53,706 ) (66,558 ) (27,644 ) (147,908 )

Income (loss) before benefit from income taxes

$ (133,267 ) $ (95,101 ) $ (8,809 ) $ (237,177 )

For the three months ended December 31, 2023

Chemical

Electronics

Engineering

Total

Revenue

$ 215,431 $ 423,593 $ 57,472 $ 696,496

Cost of Sales

148,519 215,508 11,048 375,075

Gross Profit

66,912 208,085 46,424 321,421

Gross Profit Percentage

31 % 49 % 81 % 46 %

Operating Expenses

135,290 245,006 46,512 426,808

Operating Income (Loss)

(68,378 ) (36,921 ) (88 ) (105,387 )

Other income (expenses)

(61 ) 436 (3 ) 372

Income (loss) before benefit from income taxes

$ (68,439 ) $ (36,485 ) $ (91 ) $ (105,015 )

Variance

Chemical

Electronics

Engineering

Total

Revenue

$ 66,820 $ (72,061 ) $ 58,255 $ 53,014

Cost of Sales

72,823 3,719 29,714 106,256

Gross Profit

(6,003 ) (75,780 ) 28,541 (53,242 )

Gross Profit Percentage

-9 % -11 % -16 % -10 %

Operating Expenses

5,180 (84,158 ) 9,618 (69,360 )

Operating Income (Loss)

(11,183 ) 8,378 18,923 16,118

Other income (expenses)

(53,645 ) (66,994 ) (27,641 ) (148,280 )

Income (loss) before benefit from income taxes

$ (64,828 ) $ (58,616 ) $ (8,718 ) $ (132,162 )

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For the nine months ended December 31, 2024

Chemical

Electronics

Engineering

Total

Revenue

$ 897,645 $ 1,109,107 $ 440,639 $ 2,447,391

Cost of Sales

519,618 561,505 158,404 1,239,527

Gross Profit

378,027 547,602 282,235 1,207,864

Gross Profit Percentage

42 % 49 % 64 % 49 %

Operating Expenses

436,122 530,418 212,170 1,178,710

Operating Income (Loss)

(58,095 ) 17,184 70,065 29,154

Other income (expenses)

(16,965 ) (20,632 ) (8,253 ) (45,850 )

Income before provision for income taxes

$ (75,060 ) $ (3,448 ) $ 61,812 $ (16,696 )

For the nine months ended December 31, 2023

Chemical

Electronics

Engineering

Total

Revenue

$ 836,346 $ 1,082,634 $ 294,337 $ 2,213,317

Cost of Sales

597,128 646,795 116,679 1,360,602

Gross Profit

239,218 435,839 177,658 852,715

Gross Profit Percentage

29 % 40 % 60 % 39 %

Operating Expenses

502,951 648,539 172,058 1,323,548

Operating Income (Loss)

(263,733 ) (212,700 ) 5,600 (470,833 )

Other income (expenses)

2,072 2,672 708 5,452

Income before provision for income taxes

$ (261,661 ) $ (210,028 ) $ 6,308 $ (465,381 )

Variance

Chemical

Electronics

Engineering

Total

Revenue

$ 61,299 $ 26,473 $ 146,302 $ 234,074

Cost of Sales

(77,510 ) (85,290 ) 41,725 (121,075 )

Gross Profit

138,809 111,763 104,577 355,149

Gross Profit Percentage

14 % 9 % 4 % 11 %

Operating Expenses

(66,829 ) (118,121 ) 40,112 (144,838 )

Operating Income (Loss)

205,638 229,884 64,465 499,987

Other income (expenses)

(19,037 ) (23,304 ) (8,961 ) (51,302 )

Income (loss) before benefit from income taxes

$ 186,601 $ 206,580 $ 55,504 $ 448,685

Revenues for the three months ended December 31, 2024, increased by $53,014 compared to the same period in 2023. The increase was driven by a $66,820 rise in the Chemical segment and a $58,255 increase in the Engineering segment, partially offset by a $72,061 decline in the Electronics segment.

Revenues for the nine months ended December 31, 2024, increased by $234,074. This growth resulted from an increase of $61,299 in the Chemical segment, $26,473 in the Electronics segment, and $146,302 in the Engineering segment.

Gross profit for the three months ended December 31, 2024, decreased by $53,542. This decrease was primarily due to a $6,003 decline in the Chemical segment and a $75,780 decline in the Electronics segment, offset by a $28,541 increase in the Engineering segment.

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Gross profit for the nine months ended December 31, 2024, increased by $355,149, primarily driven by a $138,809 improvement in the Chemical segment, $111,763 in the Electronics segment, and $104,577 in the Engineering segment. The increase in gross profit was due to higher sales volumes and improved gross margins across all segments.

Operating expenses for the three months ended December 31, 2024, decreased by $69,3604, reflecting an increase of $5,180 in the Chemical segment and $9,618 in the Engineering segment, offset by a $84,158 reduction in the Electronics segment.

Operating income (loss) for the three months ended December 31, 2024, improved by $16,118 compared to the prior year. This improvement was primarily due to an $18,923 increase in the Engineering segment and a $8,378 improvement in the Electronics segment, partially offset by a $11,183 decline in the Chemical segment.

For the nine months ended December 31, 2024, operating income improved by $499,987, driven by increases of $205,638 in the Chemical segment, $229,884 in the Electronics segment, and $64,465 in the Engineering segment.

Other income (expenses) for the three months ended December 31, 2024, decreased by $148,280, primarily due to a $53,645 decline in the Chemical segment, a $66,994 decrease in the Electronics segment, and a $27,641 decrease in the Engineering segment.

Income (loss) before benefit from income taxes for the three months ended December 31, 2024, declined by $132,162, reflecting a $8,718 decline in the Engineering segment a $58,616 decline in the Electronics segment, and a $64,828 decline in the Chemical segment.

For the nine months ended December 31, 2024, income before provision for income taxes increased by $448,685, reflecting a $186,601 improvement in the Chemical segment, $206,580 in the Electronics segment, and $55,504 in the Engineering segment.

We are highly dependent upon certain customers. During the three and nine months ended December 31, 2024, two customers accounted for 50% and 45% of our net revenue, respectively. Net revenues from foreign customers for the three and nine months ended December 31, 2024 was $95,900 or 11% and $214,181 or 13%, respectively.

Net revenues from foreign customers for the three and nine months ended December 31, 2024 were $68,802 or 9% and $282,984 or 12%, respectively.

Net revenues from foreign customers for the three and nine months ended December 31, 2023 were $40,029 or 6% and $238,170 or 11%, respectively.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2024, we had cash and cash equivalents of $430700 as compared to $537,041 at March 31, 2024. The $106,341 decrease was primarily the result of cash used in operations during the nine-month period in the amount of $478,613, cash provided by investing of $387,500 and cash provided in financing activities of $5,287. Our cash will continue to be used for increased marketing costs, and increased production labor costs all in an attempt to increase our revenue, as well as increased expenditures for our internal R&D.  We expect to have enough cash to fund operations for the next twelve months.

Below is a summary of our cash flow for the nine-month ending periods indicated:

December 31, 2024

December 31, 2024

Net cash provided by (used in) operating activities

$ (510,933 ) $ (495,137 )

Net cash provided by (used in) investing activities

338,500 (14,515 )

Cash flows provided (used) in financing activities:

66,092 167,907

Net increase (decrease) in cash and cash equivalents

$ (106,341 ) $ (341,745 )

Cash and cash equivalents - beginning of period

$ 537,041 $ 1,003,730

Cash and cash equivalents - end of period

$ 430,700 $ 661,985

Future Sources of Liquidity:

We expect that growth with profitable customers and continued focus on new customers will enable us to generate cash flows from operating activities during fiscal 2025.

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Based on current expectations, we believe that our existing cash and cash equivalents of $430,700 as of December 31, 2024, and other potential sources of cash will be sufficient to meet our cash requirements. Our ability to meet these requirements will depend on our ability to generate cash in the future, which is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

OPERATING ACTIVITIES

Net cash used by operating activities was $(510,933) for the nine months ended December 31, 2024, as compared to net cash used by operating activities of $(495,137) for the nine months ended December 31, 2023. The cash used during the nine months ended December 31, 2024 was primarily due to a net loss of $18,196, a decrease in net operating assets of $549,093, coupled by a decrease in net operating liabilities of $96,470, write-off of inventories of $49,214, amortization of $3,856, and stock based compensation of $3,096.

INVESTING ACTIVITIES

Investing activities consist of various equity investments that resulted in net cash provided by investing activities of $338,500 for the nine months ended December 31, 2024

FINANCING ACTIVITIES

For the nine months ended December 31, 2024, net cash provided by financing activities was $66,092 due to net borrowing and payments in the line of credit of $(9,322) coupled repayments on the PPP loan of $(4,035) and amount due to an employee of $79,449

OFF BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements that have had or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Concentration of Credit Risk

Financial instruments that potentially subject us to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable.

Cash and cash equivalents – For financial statement purposes, the Company considers as cash equivalents all highly liquid investments with an original maturity of three months or less at inception. The Company deposits cash and cash equivalents with high credit quality financial institutions and believes that any amounts in excess of insurance limitations to be at minimal risk. Cash and cash equivalents held at these accounts are currently insured by the Federal Deposit Insurance Corporation (“FDIC”) up to a maximum of $250,000. At December 31, 2024, approximately $181,000 exceeded the FDIC limit.

Our sales are materially dependent on a small group of customers, as noted in Note 6 of our condensed consolidated financial statements. We monitor our credit risk associated with our receivables on a routine basis. We also maintain credit controls for evaluating and granting customer credit.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The Company's management, including the Company's principal executive officer and principal financial officer, have evaluated the effectiveness of the Company's "disclosure controls and procedures," as such term is defined in Ru1e 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, (the "Exchange Act"). Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company's disclosure controls and procedures were not effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (the "SEC") (1) is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and (2) is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. During the quarterly and year to date period ended December 31, 2024, there were no changes in the Company's internal control over financial reporting which materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.

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The determination that our disclosure controls and procedures were not effective as of December 31, 2024, is a result of:

a. Deficiencies in Internal Control Structure Environment. During the current year, the Company’s focus was on expanding their customer base to initiate revenue production.

b. Inadequate staffing and supervision within the accounting operations of our company. The relatively small number of employees who are responsible for accounting functions prevents the Company from segregating duties within its internal control system. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews.  The Company’s plan is to expand its accounting operations as the business of the Company expands.

The Company believes that the financial statements present fairly, in all material respects, the Company’s condensed consolidated balance sheets as of December 31, 2024, and March 31, 2024 and the related condensed consolidated statements of operations, and cash flows for the three and nine months ended December 31, 2024 and 2023, in conformity with generally accepted accounting principles, notwithstanding the material weaknesses we identified.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There were no changes in our internal control over financial reporting that occurred during our last fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors contained in our Annual Report on Form 10-K for the year ended March 31, 2022.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

None

ITEM 5. OTHER INFORMATION

None

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ITEM 6. EXHIBITS.

(a) Exhibit No.

21.1

Subsidiaries of the Company

31.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS**

Inline XBRL Instance

101.SCH**

Inline XBRL Taxonomy Extension Schema

101.CAL**

Inline XBRL Taxonomy Extension Calculation

101.DEF**

Inline XBRL Taxonomy Extension Definition

101.LAB**

Inline XBRL Taxonomy Extension Labels

101.PRE**

Inline XBRL Taxonomy Extension Presentation

104

Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)

** XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

20

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, thereunto duly authorized.

ADM TRONICS UNLIMITED, INC.

(Registrant)

By:

/s/ Andre' DiMino

Andre' DiMino, Chief Executive

Officer and Chief Financial

Officer

Dated:

Northvale, New Jersey

February 14, 2025

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