SECURITIES AND EXCHANGE COMMISSION
            WASHINGTON, DC 20549

                FORM 10-QSB

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended MARCH 31, 2002

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

For the transition period from            to


       Commission file number 0-8161

               DIONICS,  INC.
(Exact name of Small Business Issuer as Specified in its
Charter)

Delaware                                    11-2166744
(State or Other Jurisdiction          (I.R.S. Employer
of Incorporation or                     Identification
Organization)                                  Number)

             65 Rushmore Street
          Westbury, New York 11590
  (Address of Principal Executive Offices)

               (516) 997-7474
(Issuer's Telephone Number, Including Area Code)

Check whether the Issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past
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


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

Common, $.01 par value per share: 3,683,678
       outstanding as of May 1, 2002
    (excluding 164,544 treasury shares).

<PAGE>

         FORWARD-LOOKING STATEMENTS

     This report contains certain forward-looking statements
that are based upon the beliefs and assumptions of, and
information available to, the management of Dionics, Inc. (the
"Company") at the time such statements are made.  Words such as
"expects", "anticipates", "intends", "plans", "believes",
"seeks", "estimates", or variations of such words and similar
expressions are intended to identify such forward-looking
statements.  The statements are not guarantees of future
performance and involve certain risks, uncertainties and
assumptions which are difficult to predict.  Therefore, actual
outcomes and results may differ materially from what is
expressed or forecasted in such forward-looking statements.
The Company undertakes no obligation to update publicly any
forward-looking statements, whether as a result of new
information, future events or otherwise.



PART I - FINANCIAL INFORMATION

DIONICS, INC.


Index to Financial Information
Period Ended March 31, 2002



Item                               Page Herein

Item 1 - Financial Statements:

Introductory Comments                   3

Condensed Balance Sheet                 4

Condensed Statement of Operations       6

Statement of Cash Flows                 7

Notes to Financial Statements           8


Item 2 - Management's Discussion and
         Analysis or Plan of Operation  13



<PAGE>

                DIONICS, INC.


               March 31, 2002


     The financial information herein is unaudited.  However,
in the opinion of management, such information reflects all
adjustments (consisting only of normal recurring accruals)
necessary to a fair presentation of the results of operations
for the periods being reported.  Additionally, it should be
noted that the accompanying condensed financial statements do
not purport to be complete disclosures in conformity with
generally accepted accounting principles.

     The results of operations for the three months ended
March 31, 2002 are not necessarily indicative of the results of
operations for the full fiscal year ending December 31, 2002.

     These condensed statements should be read in conjunction
with the Company's audited financial statements for the year
ended December 31, 2001.

<PAGE>


<TABLE>
<CAPTION>

DIONICS, INC.

BALANCE SHEETS



                                       MARCH 31,      DECEMBER 31,
                                         2002             2001
                                    (UNAUDITED)        (AUDITED)

<S>                                 <C>                <C>
A S S E T S


CURRENT ASSETS:
  Cash                              $  436,200         $  551,000
  Accounts Receivable Trade
    (Less Estimated Doubtful
    Accounts of $10,000 in 2002
    and $10,000 in 2001)-
    Notes 2 and 6)                      58,100            142,300
  Inventory - (Notes 2,3 and 6)        452,400            405,400
  Prepaid Expenses and Other
       Current Assets                   29,800             33,100

       Total Current Assets            976,500          1,131,800


PROPERTY, PLANT AND EQUIPMENT -
  (Notes 2 and 6)
  At Cost -  Less Accumulated
    Depreciation of $1,682,900 in 2002
      and $1,681,600 in 2001            69,800             70,600


DEPOSITS AND OTHER ASSETS -
    (Notes 2 and 5)                     46,200             42,200


      Total                         $1,092,500         $1,244,600


</TABLE>

All amounts have been rounded to the nearest $100.

The accompanying notes are integral part of this statement



<TABLE>
<CAPTION>

<PAGE>


DIONICS, INC.

BALANCE SHEETS


                                  MARCH 31,     DECEMBER 31,
                                    2002            2001
                                (UNAUDITED)      (AUDITED)
<S>                            <C>                <C>
L I A B I L I T I E S

CURRENT LIABILITIES:
  Current Portion of Long-Term
    Debt - (Note 5)            $   94,200         $   94,200
  Accounts Payable                 60,400             55,500
  Accrued Expenses                 86,000             23,900
  Deferred Compensation Payable -
     Current - (Note 4)           374,800            354,800

Total Current Liabilities         615,400            528,400


Long-Term Debt Less Current
   Maturities - (Note 5)          460,500            484,200

Deferred Compensation Payable -
   Non Current (Note 4)           140,000            160,000

     Total Liabilities          1,215,900          1,172,600


CONTINGENCIES AND COMMENTS


SHAREHOLDERS' EQUITY

Common Shares - $.01 Par Value
  Authorized 5,000,000 Shares
    Issued 3,848,222
    Shares in 2002
    and in 2001 (Notes 7
    and 10)                        38,400             38,400
  Additional Paid-in Capital    1,522,800          1,522,800
  (Deficit)                    (1,464,000)        (1,268,600)

                                   97,200            292,600
  Less: Treasury Stock at Cost
    164,544 Shares in 2002 and
    164,544 Shares in 2001       (220,600)          (220,600)

    Total Shareholders' Equity   (123,400)            72,000

          Total                $1,092,500         $1,244,600

</TABLE>


All amounts have been rounded to the nearest $100.

The accompanying notes are integral part of this statement

<PAGE>

<TABLE>
<CAPTION>


DIONICS, INC.

CONDENSED STATEMENTS OF OPERATIONS

                               THREE MONTHS ENDED
                                         MARCH 31,
                                     2002           2001
                                 (UNAUDITED)   (UNAUDITED)
<S>                               <C>        <C>
SALES                             $  140,600 $  570,300

COSTS AND EXPENSES:
  Cost of Sales (Including Research and
    Development Costs)               205,800    365,500
  Selling, General and
    Administrative Expenses          119,500    128,100

     Total Costs and Expenses        325,300    493,600

NET (LOSS) INCOME FROM OPERATIONS   (184,700)    76,700

DIVIDENDS AND OTHER INCOME             3,600      7,700

                                    (181,100)    84,400
OTHER DEDUCTIONS:
  Interest Expense                    13,400     23,500

NET (LOSS) INCOME FOR THE PERIOD
   BEFORE INCOME TAXES              (194,500)    60,900


INCOME TAXES - Note 8                    900      1,200

NET (LOSS) INCOME FOR THE PERIOD  $ (195,400)  $ 59,700

NET (LOSS) INCOME PER SHARE
  Primary                         $    (.053)  $  .0162

   Diluted - Note 7                $       -    $     -

Average Number of Shares
  Outstanding Used in Computation
  of Per Share Net Income
     Primary                       3,683,678   3,683,678

     Diluted    - Note 7                 -           -

</TABLE>

All amounts have been rounded to the nearest $100.

The accompanying notes are integral part of this statement

<PAGE>


<TABLE>
<CAPTION>

DIONICS, INC.

STATEMENTS OF CASH FLOWS
                                              THREE MONTHS ENDED
                                                   MARCH 31,
                                               2002        2001
                                          (UNAUDITED)    (UNAUDITED)
<S>                                       <C>          <C>
CASH FLOWS (USED IN) FROM
 OPERATING ACTIVITIES:
   Net (Loss) Income                      $ (195,400)  $   59,700
   Adjustment to Reconcile
    Net Income to Net
    Cash Used for Operating Activities:
      Depreciation and
        Amortization                           1,300        1,400
   Changes in Operating
     Assets and Liabilities:
     Decrease in
     Accounts Receivable                      84,200       20,500
     Increase) in Inventory                  (47,000)     (25,400)
     Decrease in Prepaid Expenses and
     Other Current Assets                      3,300        2,000
     (Increase) in Deposits
     and Other Assets                         (4,000)      (2,400)
     (Decrease) in Accounts Payable            4,900      (25,700)
     Increase in Accrued Expenses             62,100       24,800
     (Decrease) in Deferred Compensation
     and Related Interest - Net                  -0-      (82,800)

     Net Cash (Used In) Operating
      Activities                             (90,600)     (27,900)

CASH FLOWS (USED IN)
INVESTING ACTIVITIES:
  Purchase of Equipment                         (400)         -0-


CASH FLOWS USED FOR
FINANCING ACTIVITIES:
(Repayment) of Debt                          (23,700)     (23,900)

NET (DECREASE) IN CASH                      (114,800)     (51,800)

CASH - Beginning of Period                   551,000      688,600

CASH - End of Period                      $  436,200    $ 636,800

</TABLE>


All amounts have been rounded to the nearest $100.

The accompanying notes are integral part of this statement

<PAGE>



DIONICS, INC.

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2002 AND DECEMBER 31, 2001




NOTE 1 -  BUSINESS:

The Company designs, manufactures and sells silicon semi-
conductor electronic products, as individual discrete
components, as multi-component integrated circuits and as
multi-component hybrid circuits.


NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Accounting

Assets, liabilities, revenues and expenses are recognized on
the accrual basis of accounting.

Cash and Cash Equivalents

The Company considers money market funds to be cash
equivalents.

Merchandise Inventory
Inventory is stated at the lower of cost (which represents cost
of materials and manufacturing costs on a first-in, first-out
basis) or market.

Research and Development

Research and development costs are charged to operations as
incurred.  Management estimates research and development
expenses to have been approximately $45,000 in 2001.

Property, Plant and Equipment

Property, Plant and Equipment is stated at cost less
accumulated depreciation and amortization.  Expenditures for
renewals and improvements that significantly extend the useful
life of assets are capitalized for all assets; depreciation is
provided over the estimated useful lives of the individual
asset, using the straight- line method.  The following asset
lives are in effect:

   Machine and Equipment      8 Years
   Testing Equipment          8 Years
   Furniture and Fixtures    10 Years
   Building Improvements     10 Years
   Building                  25 Years

<PAGE>



DIONICS, INC.

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2002 AND DECEMBER 31, 2001


NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
(Continued)

Deferred Compensation Plan

Future payments required under a plan of deferred compensation
adopted in 1987, and revised in 2000, as well as interest
accrued thereon are being charged to operations over the period
of expected service.

Bad Debts

The Company maintains a constant allowance for doubtful
accounts of $10,000.

Deferred Mortgage Costs

Costs related to the new Money Store Commercial Mortgage and
prior costs related to the paid off mortgage with D.A.N. Joint
Venture are being amortized as follows:

a) New Costs    $35,800 360 Months Starting   1/l/1999
b) Unamortized
   Prior Cost    16,200  94 Months

                $52,000

Major Customers:

In 2001 approximately $591,000 (34%), $170,000 (10%) and
$137,000 (8%) of the Company's revenues were from three
customers.  Accounts receivable from such customers
approximated $61,000 at December 31, 2001.


Use of Estimates

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported
in the financial statements and related notes to financial
statements.  Changes in such estimates may affect amounts
reported in future periods.

<PAGE>


DIONICS, INC.

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2002 AND DECEMBER 31, 2001



NOTE 3 -  INVENTORY:

Inventories are stated at the lower of cost (which represents
cost of materials and manufacturing costs on a first-in, first-
out basis) or market, and are comprised of the following:

                             March 31,   December 31,
                               2002         2000
                            (Unaudited)  (Audited)

Finished Goods               $ 103,800    $ 41,500
Work-in-Process                225,700     240,400
Raw Materials                   68,000      68,300
Manufacturing Supplies          54,900      55,200

 Total                       $ 452,400    $405,400


NOTE 4 -  DEFERRED COMPENSATION PAYABLE:

In 1987 the Company entered into an agreement, amended in 1997
and 1999, which provides for a 72 month schedule of payments to
its chief executive officer.

In connection with the refinancing of the First Union Small
Business Capital (formerly Money Store Commercial Mortgage Inc.
(see Note 5)  a modified deferred compensation payment schedule
commencing January 1, 1999 was agreed to by the Company and
it's chief executive officer.

The Company executed a mortgage subordinate to the existing
first mortgage (see note 5) secured by land and building at 65
Rushmore Street, Westbury, New York in favor of the chief
executive officer to insure amounts due him on the deferred
compensation agreement.

A new 72 month schedule consists of a 24 month period of
reduced consecutive monthly payments, to be followed by an 18-
month period of no payments except for monthly interest.  At
the end of the 42nd month, the total of the delayed payments
becomes due followed by 30 months of principal and interest
payments.

Notwithstanding the above schedule for payments, other than a
life insurance policy to cover death benefits, the Company has
not specifically designated funds with which to meet these
payment requirements.  In view of its continuing total
indebtedness as well as its need for operating capital, there
can be no assurance that the Company will be able to satisfy
the terms of this new agreement in full or in part.  Should
such unfavorable circumstances occur, the terms of the
agreement may have to again be renegotiated to better match the
Company's then-current financial circumstances.

The previously mentioned life insurance policy had a cash
surrender value at December 31, 2001 of $81,500 and is shown
net of loans in the amount of $78,700 under other assets.

<PAGE>

DIONICS, INC.

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2002 AND DECEMBER 31, 2001


                                     March 31,   December 31,
                                       2002         2001
NOTE 5 -  LOANS PAYABLE -

First Mortgage Loan:

A new loan agreement was entered into
between Dionics, Inc. and the First
Union Business Capital (formerly Money
Store Commercial Mortgage Inc.)
effective 12/31/1998.

The loan in the principal amount of
$384,685 requires 360 monthly self
liquidating payments.  Interest is
calculated on the unpaid principal
balance at an initial rate of 8.23%
per annum.  The interest rate on the
loan is variable depending on an
independent index related to the
yield of United States Treasury
Notes.  This rate change will occur
once every 60 months.                   $374,200     $375,300

$358,232 of the above proceeds were
used to satisfy the balance of the
Mortgage due D.A.N. Joint Venture
in full.

Term Loans:

Term Loan A - Due D.A.N. Joint Venture.

Certain 1990 loans were replaced by a
new term loan in the principal amount
of $283,850, ("Term Loan A") structured
over two five-year periods.  During the
first five-year period ended 3/31/99, the
Company paid interest only.  During the
second five-year period commencing 4/1/99
the balance due was to be repaid over 60
equal monthly installments, plus interest
at prime plus two percent on the unpaid
balance.                                113,500      127,700

Term Loan C - Due D.A.N. Joint Venture.

Another Term Loan ("Term Loan C")
stemming from the Original Mortgage has a
face amount of $167,500 and carries the
same interest rate and payment terms over
two five-year periods as the new $283,850
Term Loan A described in the
Paragraph above.                         67,000       75,400


<PAGE>


DIONICS, INC.

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2002 AND DECEMBER 31, 2001


                                         March 31,  December 31,

                                            2002        2001


NOTE 5 -  LOANS PAYABLE - (Continued)

Term Loan C - Due D.A.N. Joint Venture.

In conjunction with the refinancing of
the old mortgage D.A.N. Joint Venture
confirmed and acknowledged that the old
mortgage note was paid in full, that all
accrued interest above the 2% stated rate
on Term Loan A and C was forgiven and
canceled.

Effective July 11, 2001, the Company
and D.A.N. Joint Venture entered into
a supplementary agreement which resulted
in the acceptance by D.A.N. of the sum of
$57,500.00 in full payment by Dionics of
the previously deferred interest of
$86,096.13 on Term Loans A and C. Further
to the supplementary agreement, principal
payment will be paid monthly.  Current
interest will now also be paid on a
monthly basis and not accrued.  As of
the date of this new agreement, the
balance due on Term Loan A was
$151,386.76 and the balance due on Term
Loan C was $89,335.20.  Both loans, plus
their interest, will be paid in 32
consecutive monthly payments, commencing
August 1, 2001.                             554,700     578,400

Less: Amount due within one year             94,200      94,200

    Long-Term Portion                     $ 460,500   $ 484,200




NOTE 6 -  COLLATERALIZED ASSETS -

The First Union Business Capital Mortgage loan is secured by a
First Mortgage on the Company's Westbury Property.  All of the
Company's assets other than the Westbury Property, are pledged
to the remaining loans due to D.A.N. Joint Venture.

<PAGE>


DIONICS, INC.

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2002 AND DECEMBER 31, 2001


NOTE 7 -  STOCK OPTION PLAN

In September 1997, the Board of Directors of the Company
adopted the 1997 Incentive Stock Option Plan (the "1997 Plan")
for employees of the Company to purchase up to 250,000 shares
of common Stock of the Company.  Options granted under the 1997
plan are "incentive stock options" as defined in Section 422 of
the Internal Revenue Code.  Any stock options granted under the
1997 Plan shall be granted at no less than 100% of the fair
market value of the Common Stock of the Company at the time of
the grant.  As of March 31, 2002, options to acquire 188,000
shares of Common Stock have been granted under the 1997 Plan
which includes (i) 120,000 options originally granted on
September 11, 1997 and repriced on February 21, 2002 in order
to reduce the exercise price from $.38 to $.10 per share, and
(ii) 68,000 additional options granted on February 21, 2002
with an exercise price of $.10 per share.  As of March 31,
2002, 62,000 options were available for future grant.  Since
the market price of the Company's Common Stock was below the
exercise option at March 31, 2001 the options were Anti-
Dilutive for the three months ended March 31, 2001.



NOTE 8 -  INCOME TAXES:

As of December 31, 2001 the Company had available a federal
operating loss carry forward of $488,200.  This net operating
loss originated in 1992 and 2001 and may be carried forward and
expires as follows:


     Year of Origin  Amount   Carry Forward
                              Expires In


       1992          115,200       2007

       2001          373,000       2016

                    $488,200

<PAGE>



DIONICS, INC.

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2002 AND DECEMBER 31, 2001



NOTE 9 -  COMMITMENT

The Company has an agreement with its chief executive officer
to pay to his widow or estate for a period of five (5) years
following his death an amount per year equal to the annual
salary being earned by him at the time of his death, provided
that he was in the employ of the Company at the time of his
death.  Such arrangements had previously been funded by life
insurance policies owned by the Company on his life, but
currently remains unfunded.


NOTE 10 - BONUS PAID IN COMPANY COMMON SHARES:

On February 15, 2002 the Company repurchased 76,347 shares of
Dionics, Inc. shares of common stock from the Company's 401K
Plan.  These shares were contributed by the Company to the 401K
Plan during 1993. The amount paid on February 22, 2002 was
$3,817.35 or $.05 per share which management determined to be
the fair purchase price.  These shares were then distributed as
a bonus to eleven employees without consideration. The
employees may not dispose of these shares in less than one year
as these were unregistered shares.  There are no more shares of
Dionics, Inc. remaining in the Company's 401K Plan.  The outlay
of $3,817.35 has been charged as an expense to the various
departments of the Company.  Such 76,347 shares issued in
February 2002 were distributed under the Company's 2002 Stock
Compensation Plan (the "2002 Plan") which was adopted by the
Company in February 2002.  The Company may issue up to 150,000
shares under the 2002 Plan.  As of March 31, 2002, no other
shares have been granted under the 2002 Plan.


<PAGE>


Item 2. Management's Discussion and Analysis or Plan of
         Operation

LIQUIDITY AND CAPITAL RESOURCES

     The First Quarter of 2002 was the worst in recent
memory. Whereas much of the Company's growth over the past
five-to-ten years had benefited from its heavy involvement in
the commercial aircraft industry, the dismal level of post-
September 11th activity in that industry now has caused a
staggering reversal in the Company's First Quarter sales
volume. With revenues just barely 25% of the previous year's
level, the Company is currently faced with numerous financial
challenges. Fortunately, its Cash reserve, although running
monthly deficits, is still at a substantial level. Nonetheless,
Management is addressing the need to urgently stem that
negative tide through both spending constraints and new
replacement business. Under the current set of circumstances,
the issues relating to Profit and Loss must take second
priority to those of negative Cash Flow. In that regard, it is
Management's opinion that the First Quarter represented the
"bottom" and that slow but steady increases in Sales volume
will continue through the balance of the year, gradually
closing the gap between Cash expenditures and Cash receipts. It
is Management's challenge to close that gap fast enough.

     We do not believe we can "save" our way to Cash Flow
"break-even," although we will do our best. Instead, we think
that only growth gives us the means to that necessary end. And
toward that necessary end, the Company is devoting its
Engineering and Production skills to the creation of several
new products, some with customer sponsorship and some without.
At this writing, we have already succeeded in developing and
shipping against initial orders for new Solid State Relays
(SSRs) for the F-16 fighter aircraft, new (probably patentable)
MOSFET-driver designs for Implantable Cardiac Defibrillators
and new (probably patentable) devices for very high- volume
aircraft lighting applications. In fact, at the time of this
writing, the Company is engaged in negotiations for a non-
binding Letter of Intent regarding this lighting application,
covering a multi-year period in which the conservative
projection for cumulative sales volume is at least $10 million.
Ordinarily, the Company would refrain from mentioning these
negotiations until they are complete, but in view of the
current significance of such large, prospective business, it is
felt that disclosure of the on-going, but still incomplete
process, is very much warranted.

     Other new SSRs are also awaiting customer design-
approval for different functions in the F-16 fighter aircraft.
And lest we forget, the now-stagnant market for commercial
aircraft construction is of course destined to recover,
hopefully sooner than later, and will add still further to the
growth in Sales volume. So, from among the ashes, a number of
vibrant green sprouts are already showing.

     Working Capital at March 31, 2002 fell to $361,100 as
compared to $1,351,100 at March 31, 2001, reflecting
substantial Asset decreases in Cash and Accounts Receivable, as
well as an intentionally de-valued Inventory. Further, there
was a major increase in the Liability item for Deferred
Compensation. As described in Note 4, this last item will
likely have to be renegotiated to reduce the Company's near-
term payment obligation, a change that will improve the Working
Capital. Management will also be attempting to secure
additional funding in the form of equity or debt, to further
enhance the Company's Working Capital position. Clearly,
however, current economic conditions, as well as company-
specific conditions, are not encouraging in that regard.

     RESULTS OF OPERATIONS

     As described earlier, an unprecedented collapse of the
Company's major customer base in commercial aircraft
manufacturing occurred as a result of the September 11th
terrorist attacks.  Added to the previously slowing general
economy, the combined effects reduced the Company's First
Quarter 2002 sales volume to barely 25% of the prior year's
level. Sales fell to only $140,600 as compared to $570,300 in
the

<PAGE>

First Quarter of 2001 and $508,700 in the First Quarter of
2000.

     Gross Profits in the First Quarter of 2002 were a
negative $65,200 as compared to positive Gross Profits of
$204,800 in the First Quarter of 2001 and $172,500 in the First
Quarter of 2000. Selling, General and Administrative Expenses
were $119,500 in the First Quarter of 2002, as compared to
$128,100 in the First Quarter of 2001 and $106,500 in the First
Quarter of 2000.

     The Net Loss for the First Quarter of 2002 was $195,400
as compared to Net Profits of  $59,700 in the First Quarter of
2001 and $44,700 in the First Quarter of 2000.

     Although the Company's Cash reserves are still
substantial, Management is putting the Company on an Emergency
basis of operations. Only the most urgent purchases are being
made, payroll is being held to a functional minimum, and all
possible efforts are being put into generating new sales
opportunities. As described earlier, numerous situations are
already yielding results, and at least one very significant
opportunity is on the verge of blossoming into major Sales
volume. The Company is also seeing an encouraging increase in
the number of inquiries from its new, upgraded WEB-site. We
cannot deny that the risk of failure has once again raised its
ugly head, but Management, having weathered previous high-risk
challenges, feels confident it will again prevail.

     THE PRECEDING TEXT CONTAINS FORWARD-LOOKING STATEMENTS
WHICH REFLECT MANAGEMENT'S BEST JUDGMENT OF CURRENTLY AVAILABLE
INFORMATION. SHOULD CERTAIN ASSUMPTIONS FAIL TO MATERIALIZE, OR
UNEXPECTED ADVERSE EVENTS OCCUR, THE COMPANY MAY NOT REACH
MANAGEMENT'S GOALS

<PAGE>


       PART II  -  OTHER INFORMATION


Item 1.   Legal Proceedings

          None


Item 2.   Changes in Securities

          None


Item 3.   Defaults Upon Senior Securities

          None


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

          None


Item 5.   Other Information

          None


Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits.  There are no exhibits
               applicable to this Form 10-QSB.

          (b)  Reports on Form 8-K.  Listed below are
               Current Reports on Form 8-K filed by the
               Company during the fiscal quarter ended
               March 31, 2002:

               None

<PAGE>


                 SIGNATURES


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

                            DIONICS, INC.
                            (Registrant)


Dated:    May 13, 2002      By:  /s/ Bernard Kravitz
                                 Bernard Kravitz,
                                 President

Dated:    May 13, 2002      By:  /s/ Bernard Kravitz
                                 Bernard Kravitz,
                                 Principal Financial
                                 Officer