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 JUNE 30, 1999

        [ ] 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 August 1, 1999
                 (excluding 164,544 treasury shares).

<PAGE>
                        PART I - FINANCIAL INFORMATION

                                 DIONICS, INC.


                        Index to Financial Information
                          Period Ended June 30, 1999



      Item                                          Page Herein

      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            14


<PAGE>
                                 DIONICS, INC.


                                 June 30, 1999




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  six  months  ended  June  30,  1999  are not

necessarily  indicative  of  the results of operations for the full fiscal year

ending December 31, 1999.



These condensed statements should  be  read  in  conjunction with the Company's

financial statements for the year ended December 31, 1998.




<PAGE>
                                 DIONICS, INC.

                                BALANCE SHEETS



                                             JUNE 30,         DECEMBER 31,
                                             1999             1998
                                             (UNAUDITED)      (UNAUDITED)
A S S E T S

CURRENT ASSETS:
  Cash                                        $  524,000      $  606,100
  Accounts Receivable Trade
    (Less Estimated Doubtful Accounts
    of $10,000 in 1999 and $10,000 in
    1998) - (Note 2)                             364,100         262,100
  Inventory - Notes 2 and 3                      488,400         412,200
  Prepaid Expenses and Other Current
    Assets                                        33,000          29,000

      Total Current Assets                     1,409,500       1,309,400



PROPERTY, PLANT AND
  EQUIPMENT - (Notes 2 and 4)
    (At Cost Less Accumulated
      Depreciation of $1,651,200
      in 1999 and $1,647,800 in 1998)            53,000           48,400



DEPOSITS AND OTHER ASSETS -
 (Notes 2 and 4)                                 51,200           52,500


      Total                                  $1,513,700       $1,410,300

<PAGE>

                                 DIONICS, INC.

                                BALANCE SHEETS


                                             JUNE 30,         DECEMBER 31,
                                             1999             1998
                                             (UNAUDITED)      (UNAUDITED)

L I A B I L I T I E S

CURRENT LIABILITIES:
  Current Portion of Long-Term
    Debt - (Note 5)                          $   93,500       $   70,500
  Accounts Payable                               88,900           37,700
  Accrued Expenses                               68,900           78,300
  Deferred Compensation Payable -
    Current (Note 4)                            120,000          120,000

      Total Current Liabilities                 371,300          306,500


Deferred Compensation Payable -
  (Note 4) Non Current                          420,600          446,800
Long-Term Debt Less Current
  Maturities - (Note 5)                         718,200          765,500


      Total Liabilities                       1,510,100        1,518,800

CONTINGENCIES AND COMMENTS


SHAREHOLDERS' EQUITY

Common Shares - $.01 Par Value
  Authorized 5,000,000 Shares
    Issued 3,848,222 Shares in
    1999 and 3,848,222 in 1998
    (Note 6)                                    38,400            38,400
Additional Paid-in Capital                   1,522,800         1,522,800
Accumulated (Deficit)                       (1,337,000)       (1,449,100)

                                               224,200           112,100
Less: Treasury Stock at Cost
  164,544 Shares in 1999 and
  164,544 Shares in 1998                      (220,600)         (220,600)

      Total Shareholders'
       Equity (Deficit)                          3,600          (108,500)


            Total                           $1,513,700        $1,410,300

<PAGE>

                                 DIONICS, INC.

                       CONDENSED STATEMENT OF OPERATIONS




                                                   THREE MONTHS ENDED
                                                        JUNE 30,
                                             1999             1998
                                             (UNAUDITED)      (UNAUDITED)


SALES                                        $  652,400       $  560,600

COST AND EXPENSES:
  Cost of Sales (Including Research
    and Development Costs)                      426,300          381,200
   Selling, General and Administrative
    Expenses                                     92,500           94,200

      Total Costs and Expenses                  518,800          475,400


NET INCOME FROM OPERATIONS                      133,600           85,200

INTEREST AND OTHER INCOME                         5,500            4,500

                                                139,100           89,700

OTHER DEDUCTIONS:
  Interest Expense                               27,300           17,300


NET INCOME FOR THE PERIOD                    $  111,800       $   72,400


NET INCOME PER SHARE -
  Basic                                      $     .030       $     .020

  Diluted                                    $     .030       $     .019


Average Number of Shares
  Outstanding Used in Computation
  of Per Share Income -
    Basic                                     3,683,678        3,677,159

    Diluted                                   3,710,844        3,730,434


<PAGE>
                                 DIONICS, INC.

                       CONDENSED STATEMENT OF OPERATIONS




                                                SIX MONTHS ENDED
                                                     JUNE 30,
                                             1999             1998
                                             (UNAUDITED)      (UNAUDITED)


SALES                                        $1,005,200       $  864,500

COST AND EXPENSES:
  Cost of Sales (Including
    Research and Development Costs)             673,500          609,100
  Selling, General and Administrative
    Expenses                                    186,300          181,500

      Total Costs and Expenses                  859,800          790,600


NET INCOME FROM OPERATIONS                      145,400           73,900

INTEREST AND OTHER INCOME                        11,300            8,900

                                                156,700           82,800

OTHER DEDUCTIONS
  Interest Expenses                              44,600           34,600


NET INCOME FOR THE PERIOD                    $  112,100       $   48,200

NET INCOME PER SHARE -
  Basic                                      $     .030       $     .013

  Diluted                                    $     .030       $     .013


Average Number of Shares
  Outstanding Used in Computation
  of Per Share Income -
    Basic                                     3,683,678        3,677,159

    Diluted                                   3,709,793        3,729,402


<PAGE>
                                 DIONICS, INC.

                            STATEMENT OF CASH FLOWS



                                               SIX MONTHS ENDED
                                                    JUNE 30,
                                             1999             1998
                                             (UNAUDITED)      (UNAUDITED)

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income                                 $ 112,100        $  48,200
  Adjustment to Reconcile
   Net Income to Net Cash
   Used for Operating Activities:
    Depreciation and Amortization                3,400            3,700
      Deferred Compensation
        and Related Interest                    33,800           31,900
  Changes in Operating Assets
   and Liabilities:
   (Increase) in Accounts Receivable          (102,000)         (85,100)
    (Increase) in Inventory                    (76,200)         (82,300)
    (Increase) Decrease in Prepaid
     Expenses and Other Current Assets          (4,000)          14,000
    Decrease in Deposits and Other Assets        1,300            1,000
    Increase in Accounts Payable                51,200           37,300
    (Decrease) Increase
      in Accrued Expenses                       (9,400)          22,600

Net Cash (Used In)
 Provided by Operating Activities               10,200           (8,700)

CASH FLOWS (USED IN) FINANCING ACTIVITIES:
  Repayment of Debt                            (24,300)         (14,300)


CASH FLOWS (USED IN)
 INVESTING ACTIVITIES:
  Purchase of Treasury Shares                      -0-           (3,000)
  Purchase of Fixed Assets                      (8,000)              -0-
  Payments of Deferred Compensation            (60,000)              -0-

NET (DECREASE) IN CASH                         (82,100)         (26,000)

CASH - Beginning of Period                     606,100          473,400

CASH - End of Period                         $ 524,000        $ 447,400

<PAGE>


                                 DIONICS, INC.

                         NOTES TO FINANCIAL STATEMENTS

                                 JUNE 30, 1999



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.

The individual discrete components are predominantly  transistors,  diodes  and
capacitors,  intended  for  use  in miniature circuit assemblies called "hybrid
micro-circuits".

Due to the rapidly changing needs  of  the  marketplace,  there  are  continual
shifts  in popularity among the various chip components offered by the Company.
Taken as  a  whole,  the  category  of  discrete chip components for the hybrid
circuit industry is one of the three main  classes  of  products offered by the
Company.

A  second  main  class  of  products  offered  by the Company is  encapsulated,
assembled, integrated circuits for use in electronic digital display functions.

The third main class of products offered by the  Company  is  a range of hybrid
circuits that function as opto-isolated MOSFET drivers and custom  Solid  State
Relays.



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.



<PAGE>
                                 DIONICS, INC.

                         NOTES TO FINANCIAL STATEMENTS

                                 JUNE 30, 1999




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

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


Deferred Compensation Plan

Future payments required under a plan of deferred compensation adopted in 1987,
and revised in 1998, 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


<PAGE>
                                 DIONICS, INC.

                         NOTES TO FINANCIAL STATEMENTS

                                 JUNE 30, 1999



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:

                                June 30,         December 31,
                                1999             1998
                                (Unaudited)      (Unaudited)

Finished Goods                  $ 42,400         $ 35,800
Work-in-Process                    306,400        258,600
Raw Materials                      104,400         88,100
Manufacturing Supplies              35,200         29,700

                 Total            $488,400       $412,200



NOTE 4 -    DEFERRED COMPENSATION PAYABLE:

In 1987 the Company entered into an agreement, amended in 1997  and 1998, which
provides for a 72 month schedule of payments to its chief executive officer.

In  connection  with  the  refinancing of the Money Store Loan (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 42{nd} 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,  1998  of
approximately $4,000, which is included in other assets.



<PAGE>
                                 DIONICS, INC.

                         NOTES TO FINANCIAL STATEMENTS

                                 JUNE 30, 1999




NOTE 5 -    LOANS PAYABLE -

First Mortgage Loan:

A new loan agreement was entered into between Dionics, Inc. and the 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.

$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 will be repaid
over 60 equal monthly installments, plus interest  at prime plus two percent on
the unpaid balance.

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.

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 and the principal and any accrued
interest on Term Loan C was forgiven, discharged and cancelled.

<PAGE>


                                 DIONICS, INC.

                         NOTES TO FINANCIAL STATEMENTS

                                 JUNE 30, 1999

NOTE 6 -    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 December 31,  1998,  options  to
acquire 120,000  shares  of Common Stock have been granted under the 1997 Plan.
All of such options were granted  on  September  11,  1997 and have an exercise
price of $.38 per share.  As of June 30, 1999, 130,000  options  were available
for future grant.



NOTE 7 -    INCOME TAXES:

As  of  December  31,  1998 the Company had available a federal operating  loss
carry forward of $584,500.   This net operating loss originated in 1990 through
1992 and may be carried forward and expires as follows:

Year of Origin     Amount         Carry Forward
                                  Expires In

1990               $285,700       2005

1991                 65,600       2006

1992                233,200       2007

                   $584,500

<PAGE>

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

A.    LIQUIDITY AND CAPITAL RESOURCES

      In 1996, after several years of gradually reducing its annual losses, the
Company finally crossed back to  profitability; steady improvements followed in
1997 and 1998.  In the First Quarter of 1999, in response to growing demand for
its products, and in order to overcome  a tight local labor-supply, the Company
adopted a program of stronger production  outsourcing.  This modified approach,
however, was not without its own negative consequences,  causing  a much longer
pipeline  filled with costly raw- and partly-processed materials, thus  leading
to a sizable  increase  in  the Company's Work-In-Process inventory.  A further
negative consequence was the  temporary  delay  in  the  shipment  of  finished
products, causing a lower First Quarter shipping level.

      The  Second  Quarter  of  1999 showed the benefits of the new outsourcing
strategy, with shipping volume up by 86 percent from the First Quarter, helping
the Company to reach Quarterly and  First-Half  Sales levels higher than any in
the last ten-years.  Based on this new production plan, Sales for the Full-Year
1999 are also expected to reach near-term recent-year highs.

      Also  worth  noting,  the Company had successfully  refinanced  its  real
estate mortgage loan in December 1998 and thus avoided the need to make a March
1999  $350,000  "balloon"  payment   on  its  previous  mortgage  loan.   As  a
requirement of the refinancing process,  the  Company's property also underwent
an independent appraisal that showed it to have  a current market-value that is
$750,000  HIGHER  than the heavily-depreciated value  shown  on  the  Company's
balance sheet.  This  suggests that the "true" Net Worth of the Company at June
30, 1999 is a STRONGLY  positive  $753,600  instead  of the MARGINALLY positive
$3,600 arrived at by more conventional accounting methods.

      During  1999 the Company will be facing certain new  payment  obligations
that will require  substantial  use  of its Cash assets.  (See Notes 4 and 5 in
the financial statement.)  Commencing  in  April  1999  the Company entered the
second five-year period of its Bank Loan Agreement, and began the 60-month pay-
down of the prior amount of $451,350 in debts, plus interest.   These  payments
are  in  addition  to  the recently reduced monthly obligations of the Deferred
Compensation Agreement,  which  began  on  January 1, 1999.  It is Management's
opinion that current cash reserves plus anticipated  positive  cash  flow  from
operations should permit the above obligations to be met.

      The  ratio  of  the  Company's  Total  Current  Assets  to  Total Current
Liabilities  remains a healthy 3.80-to-1 at June 30, 1999, and Working  Capital
also remains strong  at  a  level  of $1,038,200.  Management has continued its
search for additional Working Capital  to  provide  further growth momentum for
the  Company.   Contacts are always active with several  potential  lenders  or
acquirors, and it  is  believed  that  continued  improvements in the Company's
operating performance and balance sheet should enhance  those efforts, although
no assurance of success can be given. For the immediate future,  at  least, the
Company is well able to support its current operations.

B.    RESULTS OF OPERATIONS

      Sales  in  the  Second  Quarter  of  1999 rose 16.4 percent from the same
period last year, showing $652,400 in the current period versus $560,600 in the
Second Quarter of 1998.  Because of the new  strategy  of strong outsourcing of
certain  production  operations,  the  Company  was  able to recover  from  the
temporarily-reduced $352,800 shipping level of the immediately  preceding First
Quarter  of 1999.  Although requiring a larger Work-In-Process inventory,  this
new approach  is  helping  the  Company  deal  more  effectively with its large
backlog for photovoltaic (PV) Solid State Relays and MOSFET-drivers.   One very
bright  spot  has  been  the  growth  in  total  order backlog from $900,000 at
December 31, 1998 to over $1.3 million at June 30, 1999.

      Gross  Profit  rose  to 34.6 percent in the Second  Quarter  of  1999  as
compared to 32 percent in the  Second  Quarter  of  1998.  Selling, General and
Administrative  Expenses, remaining essentially unchanged  in  absolute  dollar
amounts, fell as  a  percentage  of Sales to 14.1 percent in the current period
versus 16.8 percent in the prior year's Second Quarter.

      In  the Second Quarter of 1999,  the  Company  showed  a  Net  Profit  of
$111,800 as  compared  to a Net Profit of $72,400 in the same period last year,
an increase of 54.4 percent.

      For the First Six-Months  of  1999, the Company saw its Sales volume rise
16.3 percent, reaching $1,005,200 in  the current period versus $864,500 in the
First Six-Months of 1998.  The Gross Profit  margin  for the First Half of 1999
rose  to  33 percent as compared to 29.5 percent in the  First  Half  of  1998.
Selling, General  & Administrative Expenses were largely unchanged, but dropped
on a percentage basis  to 18.5 percent in the First Half of 1999 as compared to
21 percent in the same period last year.

      For the First Six-Months  of  1999  the  Company  showed  a Net Profit of
$112,100  as  compared  to  a Net Profit of $48,200 in the First Six-Months  of
1998, an increase of 133 percent.   This improvement largely reflects poor 1998
First Quarter results, coupled with increased  Sales in the First-Half of 1999,
and comes in spite of a $10,000 increase in First-Half  1999  Interest Expenses
stemming from a new phase in the Company's debt repayment program.

      Addressing  the bigger, longer-term picture, the Company has  made  great
strides in dealing  with  its  debt situation as well as its need for currently
profitable  operations.   Although  the  Company's  performance  was  adversely
affected in the First Quarter  by  its  new  outsourcing  strategy, the  higher
shipping results of the Second Quarter proved the strategy  to  be a valid one.
Further benefits are expected to show in the future.

      It  is  anticipated that there will be additional improvement  in  future
periods if the  current  trend of increasing orders continues for the Company's
photovoltaic Solid State Relays  and  MOSFET-drivers.  The latter product shows
particular growth potential in the  medical-electronics  field,  and the former
product  continues  to  be strong in aircraft flight-controls.  There  is  much
reason for optimism that Management's goals of continued increases in Sales and
Profits  will be met. As  always,  risks  of  disappointment  persist,  but the
Company, having struggled back from the brink of failure several years ago, now
appears poised at the brink of success.

C.  YEAR 2000 ISSUE

     The Year 2000 issue is the result of computer programs having been written
using two digits, rather then four, to define the applicable year.  Software
programs and hardware that have date-sensitive software or embedded chips may
recognize a date using "00" as the year 1900 rather than the year 2000.  This
could result in a major system failure or miscalculations causing disruptions
of operations, including a temporary inability to engage in normal business
activities.

     Based on recent assessments, the Company determined that its critical
software (primarily widely-used software packages) and all of its critical
business systems, including manufacturing instrumentation, are already year
2000 compliant.  Nevertheless, throughout 1999, assessment, testing and
remediation, if necessary, will continue.

     The Company is also actively working with critical suppliers of products
and services to determine that the suppliers' operations and the products and
services they provide are year 2000 compliant or to monitor their progress
toward year 2000 compliance.  In this regard, the Company believes its greatest
year 2000 risk for disruption to its business is the potential noncompliance
of third parties.  As a result, the Company has initiated communications with
third parties with whom the Company has material direct and indirect business
relationships.  The Company is currently in the process of contacting third
parties in order to determine the extent to which the Company's business is
vulnerable to the third parties' failure to make their systems year 2000
compliant.  To date, the Company is still continuing to gather information
from such other third parties.

     The Company currently does not have a contingency plan in the event a
particular system, including the systems of material third parties, are not
year 2000 compliant.  Such a plan will be developed if it becomes clear that
the Company is not going to achieve its scheduled compliance objectives.
Although no assurance can be given that there will be no interruption of
operations in the year 2000, the Company believes (and assuming that third
parties with whom the Company has material business relationships successfully
remediate their own year 2000 issues) that it has reasonably assessed all
of its systems in order to ensure that the Company will not suffer any material
adverse effect from the year 2000 issue.

     The Company has used and will continue to use internal resources to
resolve its year 2000 issue.  Costs incurred to date by the Company have not
been material and the Company currently expects that the total cost of these
programs will not exceed $20,000.


     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 Registrant during the fiscal quarter  ended  June 30,
1999:

<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:    August 12, 1999          By:/s/Bernard Kravitz
                                      Bernard Kravitz,
                                      President

Dated:    August 12, 1999          By:/s/Bernard Kravitz
                                      Bernard Kravitz,
                                      Principal Financial Officer