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, 2004

     [ ] 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: 7,256,178 outstanding
       as of November 1, 2004 (excluding 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,  2003.  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, 2004



     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        18


     Item 3 - Controls and Procedures              19




                         DIONICS, INC.


                       September 30, 2004


     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, 2004 are not necessarily indicative of the  results

of operations for the full fiscal year ending December 31, 2004.

     These  condensed  statements should be read  in  conjunction

with  the  Company's  financial statements  for  the  year  ended

December 31, 2003.


                          DIONICS, INC.

                          BALANCE SHEETS

<TABLE>
<CAPTION>


                                            SEPTEMBER 30, DECEMBER 31,
                                                2004          2003
                                            (UNAUDITED)    (AUDITED)

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

CURRENT ASSETS:
  Cash                                     $   64,800    $   13,300
  Accounts Receivable Trade
    (Less Estimated Doubtful Accounts
    of $7,300 in 2004 and $7,300 in
    2003) - (Note 2)                           57,900        54,400
  Inventory - Notes 2 and 3                   275,000       368,500
  Prepaid Expenses and Other Current
    Assets                                     12,300        24,300

     Total Current Assets                     410,000       460,500



PROPERTY, PLANT AND
  EQUIPMENT - (Notes 2 and 6)
    (At Cost Less Accumulated
      Depreciation of $1,699,000
      in 2004 and $1,692,300 in 2003)          65,400        70,800



DEPOSITS AND OTHER ASSETS -
 (Notes 2 and 4)                               30,600        39,700


     Total                                 $  506,000    $  571,000


</TABLE>

All amounts have been rounded to the nearest $100.

See Independent Auditor's Report.

The accompanying notes are integral part of this statement.


                            DIONICS, INC.

                            BALANCE SHEETS

<TABLE>
<CAPTION>

                                               SEPTEMBER 30,  DECEMBER 31,
                                                    2004          2003
                                                (UNAUDITED)    (AUDITED)

                        L I A B I L I T I E S

<S>                                            <C>           <C>

CURRENT LIABILITIES:
  Current Portion of Long-Term
    Debt - (Note 5)                            $   11,300    $   42,400
  Accounts Payable                                 36,400       137,200
  Accrued Expenses                                 40,700        36,300


     Total Current Liabilities                     88,400       215,900


Long-Term Debt Less Current
  Maturities - (Note 5)                           663,300       674,800
Deferred Compensation Payable - (Note 4)          301,000       501,000

     Total Liabilities                          1,052,700     1,391,700

COMMITMENT


                      SHAREHOLDERS' (DEFICIENCY)

Common Shares - $.01 Par Value
  Authorized 50,000,000 Shares
    Issued 7,420,722 Shares in 2004
    and    3,848,222 in 2003 (Note 7 and 8)        74,200        38,400
  Preferred Share $.01 par value
  Authorized 1,000,000 Shares Issued None
Additional Paid-in Capital                      1,669,200     1,522,800
(Deficit)                                      (2,069,500)   (2,161,300)

                                                 (326,100)     (600,100)
Less: Treasury Stock at Cost
  164,544 Shares in 2004 and
  164,544 Shares in 2003                         (220,600)     (220,600)

     Total Shareholders' (Deficiency)            (546,700)     (820,700)


          Total                                $  506,000    $  571,000

</TABLE>

All amounts have been rounded to the nearest $100.

See Independent Auditor's Report.

The accompanying notes are integral part of this statement.


                            DIONICS, INC.

                  CONDENSED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>

                                                 NINE MONTHS ENDED
                                                   SEPTEMBER 30,
                                                2004            2003
                                             (UNAUDITED)     (UNAUDITED)

<S>                                          <C>           <C>

SALES                                        $  818,600     $  690,300

COST AND EXPENSES:
  Cost of Sales (Including
    Research and Development Costs)             624,000        516,200
  Selling, General and Administrative
    Expenses                                    291,900        259,100

     Total Costs and Expenses                   915,900        775,300
NET (LOSS) FROM OPERATIONS                      (97,300)       (85,000)
DIVIDENDS AND OTHER INCOME                        4,800          3,200

FORGIVENESS OF DEFERRED COMPENSATION            200,000
                                                107,500        (81,800)
OTHER DEDUCTIONS
  Interest Expense                               14,800         31,600

NET INCOME (LOSS) FOR THE PERIOD
  BEFORE INCOME TAXES                            92,700       (113,400)

INCOME TAXES                                        900            900

NET INCOME (LOSS) FOR THE PERIOD             $   91,800     $ (114,300)

NET INCOME (LOSS) PER SHARE -
  Basic - Before Forgiveness of
         Deferred Compensation               $  (.02098)    $  (.03103)

       - After Forgiveness of
         Deferred Compensation               $   .01780     $

  Diluted - Note 7                           $   .01752     $


Average Number of Shares
  Outstanding Used in Computation
  of Per Share Income -
    Basic                                     5,157,288      3,683,678

    Diluted - Note 7                          5,237,084

</TABLE>

All amounts have been rounded to the nearest $100.

The accompanying notes are integral part of this statement.


                            DIONICS, INC.

                  CONDENSED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>

                                                THREE MONTHS ENDED
                                                   SEPTEMBER 30,
                                                 2004           2003
                                             (UNAUDITED)    (UNAUDITED)

<S>                                          <C>             <C>

SALES                                        $  138,200      $  264,600
COST AND EXPENSES:
  Cost of Sales (Including Research
    and Development Costs)                      164,400         188,800
  Selling, General and Administrative
    Expenses                                    106,400          73,300

     Total Costs and Expenses                   270,800         262,100
NET (LOSS) INCOME FROM OPERATIONS              (132,600)          2,500

DIVIDENDS AND OTHER INCOME                        3,500           2,700
                                               (129,100)          5,200
OTHER DEDUCTIONS:
  Interest Expense                                5,300           9,800
NET (LOSS) FOR THE PERIOD BEFORE
  INCOME TAXES                                 (134,400)         (4,600)
INCOME TAXES                                        100             100

NET (LOSS) FOR THE PERIOD                    $ (134,500)      $  (4,700)

NET (LOSS) PER SHARE -
  Basic                                      $ (.018536)      $(.001275)

  Diluted - Note 7                           $                $


Average Number of Shares
  Outstanding Used in Computation
  of Per Share Income -
    Basic                                     7,256,178       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.


                            DIONICS, INC.

                       STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>

                                                         NINE MONTHS ENDED
                                                           SEPTEMBER 30,
                                                          2004        2003
                                                      (UNAUDITED) (UNAUDITED)

<S>                                                   <C>          <C>


CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income (Loss)                                   $  91,800    $(114,300)
  Less: Noncash Transactions (See Below)               (200,000)
  Adjustment to Reconcile Net Income to
     Net Cash provided from Operating Activities:
      Depreciation and Amortization                       5,400        5,400
  Changes in Operating Assets and Liabilities:
    (Increase) Decrease in Accounts Receivable           (3,500)      20,600
    Decrease (Increase) in Inventory                     93,500      (45,000)
    Decrease (Increase) in Prepaid Expenses and
     Other Current Assets                                12,000       (2,000)
    Decrease in Deposits and Other Assets                 9,100        2,500
    (Decrease) Increase in Accounts Payable            (100,800)      26,200
    Increase in Accrued Expenses                         16,600       12,400
    Decrease in SBA Loan Receivable                         -0-      255,800
     Net Cash (Used In) Provided by
        Operating Activities                            (75,900)     161,600
CASH FLOWS (USED FOR) FINANCING ACTIVITIES:
  Repayment of Debt                                     (42,600)     (87,800)
  Proceeds from Sale of Capital Stock                   170,000          -0-

CASH FLOWS (USED FOR) INVESTING ACTIVITIES:
  Purchase of Equipment                                     -0-      (10,200)

NET INCREASE IN CASH                                     51,500       63,600

CASH - Beginning of Period                               13,300       28,200

CASH - End of Period                                  $  64,800    $  91,800

</TABLE>

Summary of Significant Noncash Transaction:
During the six months ended June 30, 2004, the
Company's executive officer forgave $200,00
of deferred compensation owed to him.


All amounts have been rounded to the nearest $100.

The accompanying notes are integral part of this statement.



                DIONICS, INC.

        NOTES TO FINANCIAL STATEMENTS

   SEPTEMBER 30, 2004 AND DECEMBER 31, 2003




NOTE 1 -  BUSINESS:

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


NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

          Going Concern Opinion

          The accompanying financial statements have been
          prepared assuming that the Company will continue as
          a going concern.

          As shown in the financial statements, the Company
          realized net income of $91,800 for the nine months
          ended September 30, 2004 and had incurred
          substantial net losses for each of the past two
          years.  At September 30, 2004 total liabilities
          exceeded total assets by $546,700.

          In the opinion of management, had the market value
          of the Company's real estate property, rather than
          its greatly depreciated book value been included
          with the Company's assets, then the Company's total
          assets would have exceeded total Company liabilities
          by approximately $485,000.

          In view of these matters, realization of a major
          portion of the assets in the accompanying balance
          sheet is dependent upon continued operations of the
          Company, which in turn is dependent upon the
          Company's ability to meet its financing
          requirements, and the success of its future
          operations.  Management believes that actions
          presently being taken to revise the Company's
          operating and financial requirements provide the
          opportunity for the Company to continue as a going
          concern.

          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.




                DIONICS, INC.

        NOTES TO FINANCIAL STATEMENTS

   SEPTEMBER 30, 2004 AND DECEMBER 31, 2003




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

          Research and Development

          Research and development costs are charged to
          operations as incurred.  Management estimates
          research and development expenses to have been
          approximately $30,000 in 2003 and 2002 respectively.


          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 lives 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 2000,
          as well as interest accrued thereon have been
          charged to operations over the period of expected
          service.  (See Note 4).


          Bad Debts

          The Company maintained an allowance for doubtful
          accounts of $7,300 in 2004 and 2003.













                DIONICS, INC.

        NOTES TO FINANCIAL STATEMENTS

   SEPTEMBER 30, 2004 AND DECEMBER 31, 2003



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

          Deferred Mortgage Costs

          Costs related to the Wachovia Small Business Capital
          Mortgage are being amortized as follows:

            Costs   $35,800 to be amortized over 360
                    Months Starting 1/l/1999


          Major Customers:

          In 2003 approximately $158,000 (18.35%), $128,000
          (14.86%) and $52,000 (6.04%) of the Company's
          revenues were from its three largest customers.
          Accounts receivable from these customers
          approximated $23,000 at December 31, 2003.

          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.



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,
                               2004           2003
                           (Unaudited)     (Audited)

     Finished Goods          $ 39,500     $  76,700
     Work-in-Process          180,500       216,000
     Raw Materials             31,000        42,700
     Manufacturing Supplies    24,000        33,100

           Total             $275,000     $ 368,500





                DIONICS, INC.

        NOTES TO FINANCIAL STATEMENTS

   SEPTEMBER 30, 2004 AND DECEMBER 31, 2003



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 Wachovia
          Small Business Capital (see Note 5)  a modified
          deferred compensation payment schedule commencing
          January 1, 1999 was agreed to by the Company and its
          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 be renegotiated to match the
          Company's then-current financial circumstances.

          Under the standby agreement of the SBA Loan (see
          Note 5) the chief Executive will take no action on
          the deferred compensation unless authorized by the
          lender. (See Note 2)

          The previously mentioned life insurance policy had a
          cash surrender value at September 30, 2004 of
          $122,700 and is shown net of loans of $121,300 under
          other assets.

          An investment agreement was entered into with the
          Company on May 18, 2004.  Pursuant to this agreement
          the executive officer forgave $200,000 of amounts
          due to him under the compensation agreement

          The executive officer also agreed to postpone any
          and all remaining payments due him under the
          deferred compensation agreement for a period of 5
          years starting May 18, 2004.




                DIONICS, INC.

        NOTES TO FINANCIAL STATEMENTS

   SEPTEMBER 30, 2004 AND DECEMBER 31, 2003



                                 September 30,  December 31,
                                    2004          2003

NOTE 5 -  LOANS PAYABLE -

          First Mortgage Loan:

A new loan agreement was entered into
between Dionics, Inc. and Wachovia
Small Business Capital 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.  Effective
April 1, 2004 the interest rate
changed to 6.16% per annum              $362,000    $368,000

$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      -0-      22,000

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

Both Term Loans due to D.A.N. Joint
Venture were paid in full March
10, 2004.                                   -0-      13,000


                              DIONICS, INC.

                     NOTES TO FINANCIAL STATEMENTS

               SEPTEMBER 30, 2004 AND DECEMBER 31, 2003



                                 September 30,  December 31,
                                      2004          2003

NOTE 5 -  LOANS PAYABLE - (Continued)

SBA Loan.

On October 20, 2003 an SBA Loan
in the amount of $305,800 was
approved                               305,800      305,800

Payment Terms

A) Interest will accrue at the rate
of 4.000% per annum; installment
payments, including principal and
interest, of $1,570 monthly, will
begin 25 months from the date of the
promissory note.  The balance of
principal and interest will be
payable 30 years from the date of the
promissory Note.

B) Each payment will be applied first
to interest accrued to the date of
receipt of each payment, and the
balance, if any, will be applied to
principal.

C) Interest will accrue only on funds
actually advanced from the date(s) of
each advance, but in no case sooner
than 24 months from the date of the
promissory Note

Collateral.

Dionics, Inc. will provide the
following collateral:

A) Deed of Trust/Mortgage on real
estate located at 65 Rushmore Street
Westbury, New York 11590.  Said Deed
of Trust/Mortgage to be subject only
to the following:

1. Trust Deed/Mortgage held by
Wachovia Small Business Capital
with a balance of $362,000 and
$368,000 as of September 30, 2004
and December 31, 2003 respectively.



                               DIONICS, INC.

                        NOTES TO FINANCIAL STATEMENTS

                 SEPTEMBER 30, 2004 AND DECEMBER 31, 2003

                                    September 30,  December 31,
                                         2004          2003

NOTE 5 -  LOANS PAYABLE - (Continued)

Equipment Lease

A 60 month equipment lease was entered
into between the Company and Marlin
Leasing Corp. for a Sharp Copying
Machine.  The lease term was for
an initial term of 60 monthly
payments of $170.                        6,800        8,400

Total Loan Payable                     674,600      717,200

Less: Amount due within one year        11,300       42,400

Long-Term Portion                     $663,300     $674,800



NOTE 6 -  COLLATERALIZED ASSETS -

          The Wachovia Small Business Capital and the SBA
          Loans are secured by a First Mortgage and a Second
          Mortgage respectively on the Company's Westbury
          Property.


NOTE 7 -  STOCK OPTION PLAN AND WARRANTS

          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, 2003, options to acquire
          192,500 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, 2003 in order to reduce the
          exercise price from $.38 to $.10 per share and (ii)
          68,500 additional options granted on February 21,
          2003 with an exercise price of $.10 per share and
          (iii) 4,000 additional options granted on April 8,
          2003 with an exercise price of $.20 per share.  As
          of December 31, 2003, 57,500 options were available
          for future grant.



                DIONICS, INC.

        NOTES TO FINANCIAL STATEMENTS

   SEPTEMBER 30, 2004 AND DECEMBER 31, 2003



NOTE 7 -  STOCK OPTION PLAN AND WARRANTS - (Continued)


          Of such options, options to acquire 20,000 shares
          have lapsed as a result    of certain employees
          having left the employ of the Company, leaving
          options to acquire 172,500 share outstanding (the
          "Outstanding Options"). In May 2004, the Company
          issued under the 2002 Stock Compensation Plan
          172,5000 restricted shares of Common Stock to 15
          employees equal to the number of options held by
          such employees which shares were issued in place of
          and in cancellation for all of the Outstanding
          Options.  All of such shares are being held in
          escrow by the Company and will be released to each
          of the employees one year from issuance provided
          such employee is still employed by the Company.


          During the quarter ended June 30, 2004, the Company
          agreed to issue a five-year option to a newly
          retained employee to acquire up to 105,000 shares of
          Common Stock at $0.15 per share.  In addition,
          during the quarter ended June 30, 2004, the Company
          agreed to issue three-year warrants to two persons
          to acquire up to 5,000 shares each at $0.l5 per
          share.

          For the nine months ended September 30, 2003 and for
          the three months ended September 30, 2004 assuming
          exercise of options and warrants would be Anti-
          Dilute since an increase in the number of shares
          assumed to be outstanding would reduce the amount of
          the loss per share.



NOTE 8 -  RECAPITALIZATION -

          On August 30, 2004 The Company certificate of
          Incorporation was amended as follows:

          The total number of shares of capital stock which
          the Corporation is authorized to issue is 51,000,000
          of which 50,000,000 shares with a par value of $0.01
          each shall be Common Stock and of which 1,000,000
          shares with a par value of $0.01 each shall be
          Preferred Stock.

          At the same time The Company's 1999 incentive stock
          option plan was amended to increase the number of
          common stock reserved for issuance by 250,000
          shares.




                DIONICS, INC.

        NOTES TO FINANCIAL STATEMENTS

   SEPTEMBER 30, 2004 AND DECEMBER 31, 2003




NOTE 9 -  INCOME TAXES:

          As of December 31, 2003 the Company had an available
          federal operating loss carry forward of $1,366,200.
          This net operating loss originated in 1992, 2001,
          2002 and 2003 may be carried forward and expires as
          follows:

     Year of Origin   Amount      Carry Forward
                                   Expires In

     1992            $  115,200       2007

     2001               373,000       2021

     2002               603,000       2022

     2003               275,000       2023

                     $1,366,200


NOTE 10 - COMMITMENT

     a)   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.





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

LIQUIDITY AND CAPITAL RESOURCES

      The Third Quarter of 2004 was a very disappointing one.  In
our industry, the Third Quarter of any year tends to be the worst
one of the year, but for Dionics, Inc. in 2004, the Third Quarter
was most distressing. Sales volume dropped to only $138,200, well
under  half  of  the previous quarter's $313,900, and  completely
short-circuited  the  Company's  earlier  "turnaround"   pattern.
Perhaps  most important, the low sales volume began to  seriously
drain the modest cash reserves the Company had only just recently
re-established. In Management's opinion, the Third  Quarter  drop
was  more  an  outgrowth of a general industry  slowdown  than  a
manifestation of Dionics-specific problems. Evidence  of  growing
order-inputs  and  rising shipping levels  early  in  the  Fourth
Quarter  support that view. This view is also supported  by  some
anecdotal  evidence supplied by other companies,  but  the  final
proof  will  be  seen  in the Fourth Quarter  totals  which  will
develop later on.

      The Company's plans to aggressively pursue the LED-lighting
marketplace  were  forced to throttle back, in favor  of  capital
preservation. The plans remain just as valid as before,  but  the
wherewithal  to pursue them is now somewhat limited,  until  such
time as new working capital is added to the picture. We have been
exploring  a  variety  of sources for that new  working  capital,
including   equity-based  private  investments,  refinancing   of
mortgages   and   even   sale/leaseback  of   our   manufacturing
facilities. The company is also exploring potentials  for  growth
through the Merger and Acquisition process. Management views  the
Third Quarter results more as a temporary element of delay in its
commitment  to growth than it does a permanent obstacle  to  that
growth.  It  should  also  be pointed out  that,  even  with  the
disappointing  Third  Quarter  included,  the  Nine-Month   sales
results  for  2004 exceeded those of 2003. We interpret  this  as
evidence of growth momentum lurking just below the surface.

RESULTS OF OPERATIONS

      Sales  volume  in  the First Nine-Months  of  2004  reached
$818,600  as compared to $690,300 in the same period  last  year.
Largely   because   of   a  $200,000  forgiveness   of   Deferred
Compensation debt by the Chief Executive Officer, a Net Income of
$91,800 for the Nine-Months of 2004 compared favorably with a Net
Loss of $114,300 for the Nine-Months of 2003.

      Sales  volume in the Three-Months ended September 30,  2004
was  $138,200, compared to $264,600 in the same period last year.
Part  of the unfavorable comparison stems from the fact that  the
Third  Quarter of 2003 benefited from a large shipment  that  had
been  scheduled  for the month of June, but which  was  late  and
finally  shipped  in July. Thus it artificially made  the  Second
Quarter  of  2003  lower, but the Third Quarter higher  in  sales
volume.  That  higher total for the 2003 quarter now  accentuates
the  unfavorable comparison to the Third Quarter totals for 2004.
This is not, however, to deny that the current period was poor by
any measure.

      As  a result of many largely fixed operating expenses,  the
effect  of  lower sales volume in the current period  produced  a
significant  Net  Loss, $134,500 as compared to  a  Net  Loss  of
$4,700  in the Third Quarter last year. Early evidence,  however,
suggests  that  the  Fourth Quarter of 2004  will  show  a  sales
rebound and much better final results.

      The  financial conditions for Dionics, Inc.  are  presently
precarious, but hopefully only on a temporary basis. Management's
undivided  attention is on securing additional  working  capital,
and  then  using  it to foster the marketing growth  we  feel  is
inherent  in  our  technology.  The  LED-lighting  market   still
possesses  major long-range potential for us, but  other  product
lines   still   do   occasionally  spike   up   with   attractive
opportunities.  As  always, we are leaving no stone  unturned  in
pursuing profitable growth for Dionics, Inc.

     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.


Item 3.   Controls and Procedures.

     The   Company's   Chief  Executive  Officer  and   Principal
Financial Officer has reviewed the Company's disclosure  controls
and  procedures  as  of  the end of the period  covered  by  this
report.   Based upon this review, such officer believes that  the
Company's  disclosure controls and procedures  are  effective  in
timely  alerting  him  to  material information  required  to  be
included  in this report. There have been no significant  changes
in internal control over financial reporting that occurred during
the  fiscal  quarter covered by this report that have  materially
affected,  or  are  reasonably likely to materially  affect,  the
Company's internal control over financial reporting.










                   PART II - OTHER INFORMATION

Item 1.    Legal Proceedings.

     There are no material pending legal proceedings to which the
Company is a party or to which any of its property is subject.

Item  2.   Unregistered  Sales of Equity Securities  and  Use  of
           Proceeds.

      In May 2004, Dionics, Inc. (the "Company") entered into  an
Investment  Agreement with Alan Gelband ("Gelband")  pursuant  to
which  up to 2,200,000 shares of Common Stock would be issued  in
consideration  for  an  investment  of  $110,000  (the   "Gelband
Agreement").  Pursuant to the terms thereof, the Company received
from  Gelband the initial installment of $55,000 in May 2004  and
delivered to Gelband 1,100,000 shares and, in June 2004, received
the  balance of $55,000 pursuant to which convertible  promissory
notes (the "Gelband Notes") were issued which would automatically
convert  into  1,100,000  shares upon the  Company  effecting  an
increase  in the number of its authorized shares of Common  Stock
(the "Capitalization Amendment").  Pursuant to and as required by
the  Gelband  Agreement, the Company entered into  an  Investment
Agreement with Bernard Kravitz, the Company's President, pursuant
to  which Bernard Kravitz agreed to make an investment of $50,000
in  the  Company  in  consideration for which  he  would  receive
1,000,000   shares  and  a  three-year  warrant  to  acquire   an
additional  1,000,000  shares  exercisable  at  $.05  per  share.
Pursuant to the terms thereof, in June 2004, the Company received
the  investment  from  Mr.  Kravitz  of  $50,000  and  issued   a
convertible  promissory  note (the "Kravitz  Note")  which  would
automatically  convert  into 1,000,000 shares  upon  the  Company
effecting    the   Capitalization   Amendment.    In    addition,
contemporaneously with the execution of the foregoing agreements,
and  as required by the Gelband Agreement, Kenneth Levy became  a
director  of  the  Company and executed an  Investment  Agreement
pursuant to which Levy will be entitled to acquire 200,000 shares
of  Common  Stock  for  $10,000 upon the  Company  effecting  the
Capitalization Amendment.

      As  a  result  of the Company effecting the  Capitalization
Amendment  as of August 30, 2004, each of the Gelband  Notes  and
Kravitz Note automatically converted into shares of Common  Stock
as  described above and Kenneth Levy acquired shares as described
above.

     All of the foregoing securities were issued in reliance upon
the  exemption from registration pursuant to Section 4(2) of  the
Securities  Act  of 1933, as amended, for  "transactions  by  the
issuer not involving any public offering".


Item 3.    Defaults Upon Senior Securities.

     None.


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

      Pursuant to a Consent Statement dated July 13,  2004
furnished  to  stockholders,  stockholders  were  asked  (i)   to
consider and consent to a proposal to amend to the Certificate of
Incorporation of the Company to increase the number of authorized
shares  of Common Stock and to authorize a new class of Preferred
Stock;  and (ii) to consider and consent to a proposal  to  amend
the  Company's 1997 Incentive Stock Option Plan to  increase  the
number of shares of Common Stock reserved for issuance thereunder
by 250,000 shares.  Written consents were tabulated on August 16,
2004.    Regarding  proposals (i) and (ii), such  proposals  were
approved by the consent of the holders representing a majority of
outstanding  shares  of  Common  Stock.   Proposal  (i)  received
2,895,197  affirmative votes, 129,682 negative votes  and  25,855
abstentions.    Proposal  (ii)  received  2,960,845   affirmative
votes, 56,786 negative votes and 33,103 abstentions.


Item 5.    Other Information.

       None.


Item 6.    Exhibits.

       Exhibits.

     31.1 Certification of Chief Executive Officer pursuant to
     Section 302 of the Sarbanes-Oxley  Act of 2002 (Rules 13a-14
     and 15d-14 of the Exchange Act)

     31.2 Certification of Principal Financial Officer pursuant
     to Section 302 of the Sarbanes-Oxley    Act of 2002 (Rules
     13a-14 and 15d-14 of the Exchange Act)

     32.1 Certification pursuant to Section 906 of the Sarbanes-
     Oxley Act of 2002 (18 U.S.C. 1350)







                           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 15, 2004          By: /s/ Bernard Kravitz
                                  Bernard Kravitz, President


Dated: November 15, 2004          By: /s/ Bernard Kravitz
                                  Bernard Kravitz, Principal
                                  Financial Officer