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 September 30, 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 November 1, 2002 (excluding 164,544 treasury shares)




                   FORWARD-LOOKING STATEMENTS

     This Form 10-QSB contains certain forward-looking statements
and  information that reflect the expectations of  Dionics,  Inc.
(the  "Company") about its future operating results,  performance
and    opportunities   that   involve   substantial   risks   and
uncertainties.   When  used  in  this  Form  10-QSB,  the   words
"anticipate",   "believe",  "estimate",  "plan",   "intend"   and
"expect" and similar expressions, as they relate to Dionics, Inc.
for  its management are intended to identify such forward-looking
statements.   These  forward-looking  statements  are  based   on
information currently available to the Company and are subject to
a  number  of risks, uncertainties, and other factors that  could
cause  the  Company's actual results, performance, prospects  and
opportunities  to differ materially from those expressed  in,  or
implied  by, these forward-looking statements.  Certain of  these
factors   are   discussed   under  the  caption  "Forward-Looking
Statements" in  Part I, Item 1 "Description of Business"  of  the
Company's  Annual  Report  on Form  10-KSB  for  the  year  ended
December 31,  2001.  Except as required by the Federal Securities
Law,  the  Company does not undertake any obligation  to  release
publicly  any  revisions  to  any forward-looking  statements  to
reflect  events or circumstances after the date of this Form  10-
QSB or for any other reason.




                PART I - FINANCIAL INFORMATION

                         DIONICS, INC.


                 Index to Financial Information
                Period Ended September 30, 2002



     Item
                                                Page

Item 1 - Financial Statements:

Introductory Comments
                                                  3

Condensed Balance Sheet                           4

Condensed Statement of Operations                 6

Statement of Cash Flows                           8

Notes to Financial Statements
                                                  9


Item 2 - Management's Discussion and
         Analysis or
         Plan of Operation                        16




                         DIONICS, INC.


                       September 30, 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  nine  months  ended

September 30, 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  financial  statements  for  the  year  ended

December 31, 2001.



                          DIONICS, INC.

                          BALANCE SHEETS



                                     SEPTEMBER 30,    DECEMBER 31,
                                     2002             2001
                                     (UNAUDITED)      (AUDITED)

                           A S S E T S

CURRENT ASSETS:
Cash                                     $   67,300    $  551,000
Accounts Receivable Trade
(Less Estimated Doubtful Accounts
of $10,000 in 2002 and $10,000 in
2001) - (Note 2)                             61,700       142,300
Inventory - Notes 2 and 3                   422,000       405,400
Prepaid Expenses and Other Current
Assets                                       14,500        33,100

Total Current Assets                        565,500     1,131,800



PROPERTY, PLANT AND
EQUIPMENT - (Notes 2, 4, 5 and 6)
(At Cost Less Accumulated
Depreciation of $1,685,400
in 2002 and $1,681,600 in 2001)              68,700        70,600



DEPOSITS AND OTHER ASSETS -
(Notes 2 and 4)                              41,700        42,200


Total                                    $  675,900    $1,244,600


All amounts have been rounded to the nearest $100.

                          DIONICS, INC.

                          BALANCE SHEETS


                                          SEPTEMBER 30,  DECEMBER 31,
                                             2002          2001
                                          (UNAUDITED)    (AUDITED)

                      L I A B I L I T I E S

CURRENT LIABILITIES:
Current Portion of Long-Term
Debt - (Note 5)                            $  102,300    $   94,200
Accounts Payable                               87,200        55,500
Accrued Expenses                               34,700        23,900
Deferred Compensation Payable -
Current (Note 4)                              401,000       354,800

Total Current Liabilities                     625,200       528,400


Long-Term Debt Less Current
Maturities - (Note 5)                         414,400       484,200

Deferred Compensation Payable -
Non Current - (Note 4)                        100,000       160,000

Total Liabilities                           1,139,600     1,172,600

CONTINGENCIES AND COMMENTS


SHAREHOLDERS' EQUITY (DEFICIENCY)

Common Shares - $.01 Par Value
Authorized 5,000,000 Shares
Issued 3,848,222 Shares in 2002
and 3,848,222 in 2001 (Note 7)                 38,400        38,400
Additional Paid-in Capital                  1,522,800     1,522,800
Accumulated (Deficit)                      (1,804,300)   (1,268,600)

                                             (243,100)      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 (Deficiency)      (463,700)       72,000
Total                                      $  675,900    $1,244,600



All amounts have been rounded to the nearest $100.


                          DIONICS, INC.

                CONDENSED STATEMENT OF OPERATIONS




                                                 NINE MONTHS ENDED
                                                   SEPTEMBER 30,
                                                2002           2001
                                           (UNAUDITED)    (UNAUDITED)


SALES                                      $  455,400    $1,479,300

COST AND EXPENSES:
Cost of Sales (Including
Research and Development Costs)               669,600     1,005,400
Selling, General and Administrative
Expenses                                      293,200       361,700

Total Costs and Expenses                      962,800     1,367,100


NET INCOME (LOSS) FROM OPERATIONS            (507,400)      112,200

DIVIDENDS AND OTHER INCOME                      5,900        45,300

                                             (501,500)       157,500
OTHER DEDUCTIONS
Interest Expense                               33,300         74,900

NET INCOME (LOSS) FOR THE PERIOD
BEFORE INCOME TAXES                          (534,800)        82,600

INCOME TAXES                                      900          1,400

NET INCOME (LOSS) FOR THE PERIOD           $ (535,700)    $   81,200

NET INCOME (LOSS) PER SHARE -
Basic                                      $  (.14543)    $    .0220

Diluted - Note 7                           $              $


Average Number of Shares
Outstanding Used in Computation
of Per Share Income -
Basic                                        3,683,678     3,683,678

Diluted - Note 7



All amounts have been rounded to the nearest $100.


                          DIONICS, INC.

                CONDENSED STATEMENT OF OPERATIONS



                                               THREE MONTHS ENDED
                                                 SEPTEMBER 30,
                                               2002         2001
                                           (UNAUDITED)  (UNAUDITED)


SALES                                     $  141,200      $  269,400

COST AND EXPENSES:
Cost of Sales (Including Research
and Development Costs)                       218,500         215,500
Selling, General and Administrative
Expenses                                      75,800         123,500

Total Costs and Expenses                     294,300         339,000


NET (LOSS) FROM OPERATIONS                  (153,100)        (69,600)

DIVIDENDS AND OTHER INCOME                       300          31,900
                                            (152,800)        (37,700)
OTHER DEDUCTIONS:
Interest Expense                              11,000          26,200

NET INCOME (LOSS) FOR THE PERIOD BEFORE
INCOME TAXES                                (163,800)        (63,900)

NET INCOME                                       -0-             -0-

NET (LOSS) FOR THE PERIOD                 $ (163,800)     $  (63,900)


NET (LOSS) PER SHARE -
Basic                                     $  (.04447)     $   (.0173)

Diluted - Note 7                          $               $


Average Number of Shares
Outstanding Used in Computation
of Per Share Income -
Basic                                      3,683,678       3,683,678

Diluted    - Note 7


All amounts have been rounded to the nearest $100.




                          DIONICS, INC.

                     STATEMENT OF CASH FLOWS


                                                    NINE MONTHS ENDED
                                                      SEPTEMBER 30,
                                                    2002        2001
                                                (UNAUDITED) (UNAUDITED)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) Income                                $(535,700)   $  81,200
Adjustment to Reconcile Net Income to
Net Cash provided from Operating Activities:
Depreciation and Amortization                        3,900        4,200
Changes in Operating Assets and Liabilities:
Decrease in Accounts Receivable                     80,600      142,000
(Increase) in Inventory                            (16,600)    (115,200)
Decrease in Prepaid Expenses and
Other Current Assets                                18,600        8,700
Decrease in Deposits and Other Assets                  500        2,500
(Decrease) in Deferred Compensation Payable        (13,800)     (62,400)
Increase in Accounts Payable                        31,700      (20,700)
Increase (Decrease) in Accrued Expenses             10,800       (3,400)
Increase in Life Insurance Loan                        -0-       11,600

Net Cash Provided by (Used In)
Operating Activities                              (420,000)      48,500
CASH FLOWS (USED FOR) FINANCING ACTIVITIES:
Repayment of Debt                                  (61,700)    (137,900)
CASH FLOWS (USED FOR) INVESTING ACTIVITIES:
Purchase of Equipment                               (2,000)         -0-

NET INCREASE (DECREASE) IN CASH                   (483,700)     (89,400)

CASH - Beginning of Period                         551,000      688,600

CASH - End of Period                             $  67,300    $ 599,200




All amounts have been rounded to the nearest $100.



DIONICS, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 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



DIONICS, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 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 First Union Business Capital 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.



DIONICS, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 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:

                        September 30, December 31,
                           2002         2001
                       (Unaudited)   (Audited)

Finished Goods          $  96,300    $ 41,500
Work-in-Process           212,800     240,400
Raw Materials              62,000      68,300
Manufacturing Supplies     50,900      55,200

Total                   $ 422,000    $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.


DIONICS, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2002 AND DECEMBER 31, 2001


                                     September 30,  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.                      $373,800   $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.                                     89,900    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.                             53,000     75,400



DIONICS, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2002 AND DECEMBER 31, 2001


                                       September 30,   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
$86,0976.13 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.

Total Loans Payable                         516,700    578,400

Less: Amount due within one year            102,300     94,200

           Long-Term Portion              $ 414,400  $ 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

SEPTEMBER 30, 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 June 30, 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 per 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 September 30, 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 September 30, 2001 the options were Anti-
Dilutive for the three months ended September 30, 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

SEPTEMBER 30, 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 SHARES:

On February 22,2002 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 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 issue in
February 2002 were distributed under the Company 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 September 30, 2002, no other
shares have been granted under the 2002 Plan.



Item  2.    Managements  Discussion  and  Analysis  or  Plan   of
            Operation

LIQUIDITY AND CAPITAL RESOURCES

     The  Third  Quarter of 2002 slipped back to approximate  the
very disappointing sales-level of the First Quarter, continuing a
tradition  of  slow Third Quarter periods. Whereas  much  of  the
Company's growth over the past five-to-ten years had stemmed 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 recent  sales
volume. The only recent bright notes, admittedly minor ones,  are
that  the  Company  has  continued to exert cost-saving  measures
which  slightly  reduced  the  losses  it  would  otherwise  have
suffered at these low quarterly sales volumes and that, with  the
month  of  August  hitting what is hopefully a  low-point,  sales
volumes  in  September  and  October  were  sequentially  higher.
November is unclear, as yet.

      The  Company  is  currently  faced  with  its  most  severe
financial  challenge, primarily a steady, now critical, shrinkage
in  its Cash reserves. Management is urgently addressing the need
to  stem  the negative Cash-flow through ever-tightening spending
constraints, serious payroll reductions and is also making  major
efforts  to gain new replacement business. As noted earlier  this
year, under the current set of circumstances, issues relating  to
Profit  and  Loss must take second priority to those relating  to
negative  Cash-flow.  The opinion stated in  our  Second  Quarter
report  that  our  First  Quarter  performance  represented   the
"bottom" and that, hopefully, slow but steady increases in  Sales
volume would continue through the balance of the year have proven
wrong.  Our major challenge at this time is to secure new funding
fast  enough,  before  the Company's Working  Capital  dries  up.
Adding  to  the  complications,  the  Company  is  in  a  default
condition on its loans to the Cadle Company, and is in  the  most
urgent  need  to  correct that situation or face loan-foreclosure
actions.  Intense efforts are being made to secure  new  funding,
and  there  are  actually  some encouraging  signs  that  we  may
succeed.  We  are, however, in a race against time for  our  very
survival.

     At this point it is also clear we can neither "save" our way
to  Cash-flow  "break-even" nor to survival.  We  realize  fully,
however, that every dollar saved extends the brief time  we  have
available  to  secure new funding. Sales growth can,  of  course,
give  us  another  way to extend our lifeline.  And  toward  that
necessary end, the Company has been 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 high-volume aircraft lighting applications. Also,  we
have  been asked to quote on very large volumes of these products
covering multi-year periods and involving potentially very  large
sales volumes. Actual work on these products is still just at the
starting  point,  and firm knowledge of their  future  production
schedules is not yet available. As we noted in the First  Quarter
report, a number of bright, green sprouts are showing through the
ashes, although we cannot ignore, and are greatly distressed  by,
the growing depth of the ash-pile.

     Working  Capital at September 30, 2002 fell  to  a  negative
$59,700, down from a positive  $134,300 at the end of the  Second
Quarter of 2002 , and from a positive $603,400 at September   30,
2001, reflecting substantial Asset decreases in Cash and Accounts
Receivable,  as  well  as an intentionally  de-valued  Inventory.
There was also a major increase in the Current Liability item for
Deferred Compensation. This last item is presently being  further
deferred  on a voluntary and informal basis and, as described  in
Note 4, may have to be renegotiated to reduce the Company's near-
term  payment obligation, an accounting change that would improve
the  entry  for  Working  Capital. Management  is  also  urgently
attempting to secure additional funding in the form of equity  or
debt, to support the Company's need for Working Capital. Clearly,
however, current economic conditions, as well as company-specific
conditions, are not encouraging in that regard, although  several
promising   opportunities  are  being  actively  and   vigorously
explored.


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 have lowered the Company's  Third
Quarter  2002  sales  volume  to only  $141,200  as  compared  to
$269,400 in the Third Quarter of 2001.

     Gross  Profits in the Third Quarter of 2002 were a  negative
$77,300 as compared to positive Gross Profits of $53,900  in  the
Third  Quarter  of  2001.  Selling,  General  and  Administrative
Expenses  were  $75,800 in the Third Quarter of 2002,  down  from
$123,500 in the Third Quarter  of last year.

     The  Net  Loss  for the Third Quarter of 2002 was  $163,800,
slightly less than the Net Loss of $176,500 in the Second Quarter
of  2002,  and  compared to a Net Loss of  $63,900 in  the  Third
Quarter of 2001.

     For  the First Nine-Months of 2002, sales volume dropped  to
$455,400, down from $1,479,300 in the First Nine-Months of  2001.
Gross  Profits in the First Nine-Months of 2002 were  a  negative
$214,200  as  compared to a positive $473,900 in the First  Nine-
Months of 2001, caused by lower sales volume. Selling, General  &
Administrative  Expenses in the First Nine-Months  of  2002  were
$293,200, down from $361,700, reflecting the Company's efforts to
reduce  such  expenses. The Net Loss in the First Nine-Months  of
2002  was $535,700 as compared to a Net Profit of $81,200 in  the
First Nine-Months of 2001.

     With  the Company's Cash reserves at a critically low  level
and  shrinking  rapidly, Management has put  the  Company  on  an
Emergency basis of operations. Only the most urgent purchases are
being  made, payroll is being held to a functional minimum  while
employees  have  been  signed up for  New  York  State's  partial
unemployment  benefits  under its Shared Work  program,  and  all
possible  efforts  are  being  put  into  generating  new   sales
opportunities.  As  described earlier,  numerous  situations  are
already  yielding results, and two very significant opportunities
are  believed to be 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.
Unfortunately, the electronic industry's traditional slowdown  in
the  summer  months  came  when we could  least  afford  it.  The
turnaround  results  we  had looked for  earlier  have  been  too
little,  too late, at least so far. The risk of failure has  once
again raised its ugly head, and although Management has weathered
previous high-risk challenges, the current circumstances  provide
little  basis  for confidence that we will again  prevail.  There
should  be total confidence, however, in our making an absolutely
maximum effort to do so; we are still in the contest.


     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.



                   PART II - OTHER INFORMATION


Item 1.   Legal Proceedings.

          None.


Item 2.   Changes in Securities.

          None.


Item 3.   Defaults Upon Senior Securities.

          The  Company has defaulted in the payment of  principal
          and  interest on its loans to D.A.N. Joint Venture (see
          Note  5  to  the Financial Statements).  In  connection
          therewith, the Company failed to pay the principal  and
          interest  payments due for the months  of September,
          October  and November  2002 which totaled in
          amount of $24,979.20. Pursuant   to  written  notice
          received  from   D.A.N.  pertaining  to  the default,
          D.A.N.  has  notified  the Company  of  such default and
          demanded that the  entire principal  and  interest on
          the  loans  be  immediately paid which D.A.N. indicated
          is the amount $147,426.91.


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.

                99.1  Certification pursuant  to  U.S.C.  Section
          1350,  as  adopted  pursuant  to  Section  906  of  the
          Sarbanes-Oxley Act of 2002

               (b)  Reports on Form 8-K.

                Listed below are reports on Form 8-K filed during
          the fiscal quarter ended September 30, 2002.

          None.


                           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: November 12, 2002           By: /s/ Bernard Kravitz
                                   Bernard Kravitz, President


Dated: November 12, 2002           By: /s/ Bernard Kravitz
                                   Bernard   Kravitz,   Principal
                                   Financial Officer





                         CERTIFICATIONS

I, Bernard Kravitz, certify that:

1.   I  have  reviewed this quarterly report on  Form  10-QSB  of
Dionics, 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  filing  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 registrants  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; and

6.    The  registrant's  other certifying  officers  and  I  have
indicted  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: November 12, 2002            /s/ Bernard Kravitz
                                   Bernard Kravitz,
                                   President  and Chief Executive
                                   Officer
                                   (Principal Executive
                                   Officer)


I, Bernard Kravitz certify that:

1.   I  have  reviewed this quarterly report on  Form  10-QSB  of
Dionics, 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  filing  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
registrants auditors and the audit committee of registrants 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 registrants
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; and

6.    The  registrant's  other certifying  officers  and  I  have
indicted  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: November 12, 2002            /s/ Bernard Kravitz
                                   Bernard Kravitz,
                                   Principal Financial
                                   Officer