______________________________________________________________________________



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



FORM 10-Q



[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended March 31, 2008



[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the transition period from  to



Commission file number 000-08161



DIONICS, INC.

(Exact name of Registrant as Specified in its Charter)



|Delaware
(State or other jurisdiction
of incorporation or organization) | 11-2166744
(I.R.S. Employer
Identification Number)
|----------------------------------------------------------------------- | --------------------------------------------------



|65 Rushmore Street
Westbury, New York
(Address of principal executive offices) | 11590
(Zip Code)
|------------------------------------------------------------------------------ | ----------------



(516) 997-7474

(Registrants Telephone Number, Including Area Code)



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes   [   ]   No   [  X   ]



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer    [   ]

Accelerated filer                           [    ]

Non-accelerated filer      [   ]

Smaller reporting company           [ X ]



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

Yes   [    ]   No   [  X  ]



State the number of shares outstanding of each of the Issuers classes of common equity, as of the latest practicable date: The number of shares outstanding of the Common Stock ($.01 par value) of the Issuer as of the close of business on October 31, 2008 was 9,828,678.

_____________________________________________________________________________



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DIONICS, INC.



TABLE OF CONTENTS







|                               |          |                                                                                        | Page
|------------------------------ | -------- | -------------------------------------------------------------------------------------- | ----
|PART I - FINANCIAL INFORMATION |         
|                               |          |                                                                                        |     
|                               | Item 1.  | Financial Statements.                                                                  | 3   
|                               | Item 2.  | Managements Discussion and Analysis
of Financial Condition and Results of Operations. | 14  
|                               | Item 3.  | Quantitative and Qualitative Disclosures About Market Risk.                            | 15  
|                               | Item 4T. | Controls and Procedures.                                                               | 15  
|                               |          |                                                                                        |     
|PART II - OTHER INFORMATION    |         
|                               |          |                                                                                        |     
|                               | Item 1.  | Legal Proceedings.                                                                     | 16  
|                               | Item 2.  | Unregistered Sales of Equity Securities and Use of Proceeds.                           | 16  
|                               | Item 3.  | Default upon Senior Securities.                                                        | 16  
|                               | Item 4.  | Submission of Matters to a Vote of Security Holders.                                   | 16  
|                               | Item 5.  | Other Information.                                                                     | 16  
|                               | Item 6.  | Exhibits.                                                                              | 16  
|                               |          |                                                                                        |     
|SIGNATURES                     |          | 17                                                                                    





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PART I  FINANCIAL INFORMATION



Item 1.  Financial Statements







|Dionics, Inc.                                                                     
|----------------------------------------------------------------------------------
|Financial Statements                                                              
|Table Of Contents                                                                 
|For The 3 Months Ended March 31, 2008                                             
|                                                                                  
|                                                                                  
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|                                                                                  
|                                                                                  
|Balance Sheet As of March 31, 2008 (unaudited) and December 31, 2007 (audited)    
|                                                                                  
|Statement Of Operations For The 3 Months Ended March 31, 2008 (unaudited)         
|and March 31, 2007 (unaudited)                                                    
|                                                                                  
|Statement Of Shareholders Equity For The 3 Months Ended March 31, 2008 (unaudited)
|And For The Year Ended December 31, 2007 (audited)                                
|                                                                                  
|Statement Of Cash Flows For The 3 Months Ended March 31, 2008 (unaudited)         
|and March 31, 2007 (unaudited)                                                    
|                                                                                  
|Notes to Financial Statements                                                     
|                                                                                  

























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|Dionics, Inc.                                                              
|---------------------------------------------------------------------------
|Balance Sheets                                                             
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|ASSETS                                                                     
|Current assets:                                                            
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|Property, plant and other equipment                                        
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|Other assets                                                               
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|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)                          
|Current liabilities:                                                       
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|Stockholders' equity (deficit)                                             
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|The accompanying footnotes are an integral part of the financial statements







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|Dionics, Inc.                                                              
|---------------------------------------------------------------------------
|Statement Of Operations                                                    
|(Unaudited)                                                                
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Net sales                                                                  
|                                                                           
|Cost of sales                                                              
|                                                                           
|Gross profit                                                               
|                                                                           
|Selling, general and administrative expenses                               
|                                                                           
|Earnings from operations                                                   
|                                                                           
|Other income and (expense):                                                
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Net income before income taxes                                             
|                                                                           
|Income taxes - note 6                                                      
|                                                                           
|Net income                                                                 
|                                                                           
|Gain per share                                                             
|                                                                           
|Weighted average number of common                                          
|Shares outstanding                                                         
|                                                                           
|                                                                           
|The accompanying footnotes are an integral part of the financial statements
|                                                                           





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|Dionics, Inc.                                                              
|---------------------------------------------------------------------------
|Statement of Shareholders' Equity                                          
|For the Three Months Ended March 31, 2008                                  
|                                                                           
|                                                                           
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|                                                                           
|Balance as of December 31, 2006 (audited)                                  
|                                                                           
|Net Income                                                                 
|                                                                           
|Balance as of December 31, 2007 (audited)                                  
|                                                                           
|Net income                                                                 
|                                                                           
|Balance as of March 31, 2008 (unaudited)                                   
|                                                                           
|                                                                           
|                                                                           
|The accompanying footnotes are an integral part of the financial statements









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|Dionics, Inc.                                                              
|---------------------------------------------------------------------------
|Statement Of Cash Flows                                                    
|(Unaudited)                                                                
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Cash flows from operating activities:                                      
|                                                                           
|                                                                           
|Adjustments to reconcile net income to net cash                            
|provided by operating activities:                                          
|                                                                           
|                                                                           
|Change in operating assets and liabilities:                                
|                                                                           
|                                                                           
|                                                                           
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|                                                                           
|                                                                           
|                                                                           
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|Cash flows used in investing activities:                                   
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Cash flows used in (provided by) financing activities:                     
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|The accompanying footnotes are an integral part of the financial statements









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Dionics, Inc.

Notes To Financial Statements

March 31, 2008

(Unaudited)



NOTE 1 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:



Business



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



Use of Estimates in the Preparation of Financial Statements



The preparation of financial statements in conformity with generally accepted accounting principals requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.



Cash and cash equivalents



Holdings of highly liquid investments with maturities of three months or less, when purchased, are considered to be cash equivalents.  The carrying amount reported in the balance sheet for cash and cash equivalents approximates its fair values. The amount of federally insured cash deposits was $185,100 as of March 31, 2008 and $151,500 as of December 31, 2007.



Fair Values of Financial Instruments.



The carrying amount of trade accounts receivable, accounts payable, prepaid and accrued expenses, bonds and notes payable, and amounts due to shareholders, as presented in the balance sheet, approximates fair value.



Accounts Receivable



Accounts for which no payments have been received for three consecutive months are considered delinquent and a reserve is setup for them.  Customary collection efforts are initiated and an allowance for uncollectible amounts is set up and the related expense is charged to operations.



Merchandise 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. Cost is determined principally on the average actual cost method.  Finished goods and work-in-process inventories include material, labor, and overhead costs. Factory overhead costs are allocated to inventory manufactured in-house based upon cost of materials. The Company monitors usage reports to determine if the carrying value of any items should be adjusted down due to lack of demand for the item. The Company adjusts down the inventory for estimated obsolescence or unmarketable inventory equal to difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-down may be required.



Inventories are comprised of the following:



|                                | March 31 |               | December 31
|------------------------------- | -------- | ------------- | -----------
|                                |          |               |            
|Raw materials (net of reserves) |          | $      24,800 |            
|Work in process                 |          |               | 72,000     
|Finished goods                  |          |               | 27,300     
|                                |          |               |            



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Dionics, Inc.

Notes To Financial Statements

March 31, 2008

(Unaudited)



NOTE 1 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)



Long-Lived Assets- Property, Plant and Equipment



These assets are recorded at cost less depreciation and amortization.  Depreciation and Amortization are accounted for on the straight-line methods based on estimated useful lives. The amortization of leasehold improvements is based on the shorter of the lease term or the life of the improvement.  Betterments and large renewals, which extend the life of the asset, are capitalized whereas maintenance and repairs and small renewals are expenses, as incurred.  The estimated useful lives are: machinery and equipment, 7-15 years; buildings, 30 years; and leasehold improvements, 10-20 years.



Notes Payable



The Company accounts for all notes liabilities that are due and payable in one year as short term notes.



Bad Debt



The Company maintained an allowance for doubtful accounts of $7,300 at March 31, 2008 and 2007.



Deferred Mortgage Costs



Prior costs related to the paid off mortgage are being amortized over ten years as follows:



|                         |  |          |  | March 31          |  | December 31     
|------------------------ |  | -------- |  | ----------------- |  | ----------------
|                         |  |          |  | 2008              |  | 2007            
|Cost                     |  |          |  | $      52,000     |  | $     52,000    
|Accumulated Amortization |  | (52,000) |  | (52,000)         
|                         |  |          |  | $               - |  | $              -



Due to the sale of the 65 Rushmore Street building in 2005, the remaining deferred mortgage expense was amortized in 2005.  Amortization for the quarter ended March 31,2008 and for the year ended December 31, 2007 was zero.



Major Customers



For the 3 months ended March 31, 2008, approximately 52% of total sales were to the Companys 3 largest customers.



Net Gain/Loss Per Common share



Basic earnings per share ("EPS") are computed based on the weighted average number of common shares outstanding for the period. Diluted EPS gives effect to all dilutive potential shares outstanding (i.e., options and warrants) during the period.



For the quarter ended March 31, 2008, basic gain per share of the Company was $ .003 per share.

For the quarter ended March 31, 2007, basic gain per share of the Company was $ .011 per share.





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Dionics, Inc.

Notes To Financial Statements

March 31, 2008

(Unaudited)



NOTE 1 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)



INCOME TAXES



Income taxes are accounted for under the asset and liability method.  Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.  There were no deferred taxes for the periods ending March 31, 2008 and December 31,2007.



Recently Issued Accounting Standards



Recently Issued Accounting Standards In November 2004, the FASB issued SFAS No. 151, "Inventory Costs - An Amendment of ARB Opinion No. 43, Chapter 4" ("SFAS 151"). SFAS 151 amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). Among other provisions, the new rule requires that items such as idle facility expense, excessive spoilage, double freight, and rehandling costs be recognized as current period charges regardless of whether they meet the criterion of "so abnormal" as stated in ARB No. 43. Additionally, SFAS 151 requires that the allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. SFAS 151 is effective for fiscal years beginning after June 15, 2005.  The Company has considered SFAS 151 and have determined that this pronouncement will not materially impact its consolidated results of operations.



In December 2004, the FASB issued SFAS No.123 (revised 2004), "Share-Based Payment" ("SFAS 123R"), which replaces SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123") and APB Opinion No. 25, "Accounting for Stock Issued to Employees. "SFAS 123R requires that all share-based payments to employees, including grants of employee stock options, be recognized in the financial statements based on their fair values, beginning with the first interim or annual period after June 15, 2005, with early adoption encouraged. The pro forma disclosures previously permitted under SFAS 123, no longer will be an alternative to financial statement recognition. The Company was required to adopt SFAS 123R in the third quarter of 2005. Under SFAS 123R, the Company must determine the appropriate fair value model to be used in valuing share-based payments, the amortization method for compensation cost and the transition method to be used at the date of adoption. Upon adoption, the Company may choose from two transition methods: the modified-prospective transition approach or the modified-retroactive transition approach. Under the modified-prospective transition approach the Company would be required to recognize compensation cost for awards that were granted prior to, but not vested as of the date of adoption. Prior periods remain unchanged and pro forma disclosures previously required by SFAS No. 123 continue to be required.



Under the modified-retrospective transition method, the Company would be required to restate prior periods by recognizing compensation cost in the amounts previously reported in the pro forma disclosure under SFAS No. 123. Under this method, it would be permitted to apply this presentation to all periods presented or to the start of the fiscal year in which SFAS No. 123R is adopted. It would also be required to follow the same guidelines as in the modified-prospective transition method for awards granted subsequent to adoption and those that were granted and not yet vested. The Company is currently evaluating the requirements of SFAS 123R and its impact on consolidated results of operations and earnings per share.  The Company has not yet determined the method of adoption or the effect of adopting SFAS 123R, and it has not been determined whether the adoption will result in amounts similar to the current pro forma disclosures under SFAS 123.





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Dionics, Inc.

Notes To Financial Statements

March 31, 2008

(Unaudited)



NOTE 2 -   TRADE ACCOUNTS RECEIVABLE



Trade accounts receivable were as follows:



|                                      |       |             |       | March 31     |  | December 31 
|------------------------------------- | ----- | ----------- | ----- | ------------ |  | ------------
|                                      |       |             |       | 2008         |  | 2007        
|Trade accounts receivable             |       | $    84,600 |       | $     94,600
|Less: allowance for doubtful accounts | 7,300 |             | 7,300
|                                      |       |             |       | $    77,300  |  | $     87,300



There was no bad debt expense for the periods ended March 31, 2008 and 2007



NOTE 3 -   PROPERTY, PLANT AND EQUIPMENT



Property, plant and equipment consisted of the following:



|                       |                                |                                   |                | March 31    |               | December 31
|---------------------- | ------------------------------ | --------------------------------- | -------------- | ----------- | ------------- | -----------
|                       |                                |                                   |                | 2008        |               | 2007       
|Equipment              |                                |                                   | $ 1,189,500    |             | $ 1,189,500  
|Furniture and Fixtures |                                | 233,300                           |                | 233,300    
|                       |                                |                                   |                | $ 1,422,800 |               | $ 1,422,800
|                       | Less: accumulated depreciation | (1,421,800)                       |                | (1,421,600)
|                       |                                | Net property, plant and equipment | $        1,000 |             | $       1,200



On April 20, 2005 a property sales and lease back agreement was made between the Company and 65 Rushmore Realty.  The Company sold its land and building located at 65 Rushmore Street, Westbury, NY for $990,000.



The lease agreement is a triple net lease and is for a period of seven years with a base annual rent of $83,300 to be paid in monthly installments of $6,900.  This annual rent is subject to annual increases based on the Consumer Price Index for All Urban Consumers of the United States Department of Labor Bureau of Labor Statistics in effect for New York and Northern New Jersey starting on August 1, 2009.



Depreciation expenses for the 3 months ended March 31, 2008 were $200 and for the year ended December 31, 2007 were $1,100.



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.



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.





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Dionics, Inc.

Notes To Financial Statements

March 31, 2008

(Unaudited)



NOTE 5. STOCK OPTION PLAN



The Company has an employee incentive compensation plan (the "Plan") pursuant to which the Company's board of directors may grant stock options to officers and key employees. 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 May 2004, options to acquire 20,000 shares had lapsed under the 1997 Plan.  In May 2004, the Company issued 172,500 shares to 15 employees equal to the number of options held by such employees which shares were issued in place of and in cancellation for the outstanding options previously issued under the 1997 Plan.  As of March 31, 2008, there were no outstanding options under the 1997 Plan.



NOTE 6. TAXES AND NET OPERATING LOSS CARRY FORWARDS:



As of March 31, 2008 and December 31, 2007, the components of deferred tax assets were as follows:



|                                    |  |                |  | March 31      |  | December 31
|----------------------------------- |  | -------------- |  | ------------- |  | -----------
|                                    |  |                |  | 2008          |  | 2007       
|Accounts receivable allowance       |  | $        2,500 |  | $       2,500
|Net operating loss carry-forward    |  | 350,200        |  | 358,500      
|Total gross deferred tax assets (at |  |                |  |              
|34% statutory rate)                 |  | 352,700        |  | 361,000      
|Less: Valuation allowance           |  | (352,700)      |  | (361,000)    
|Net deferred tax assets             |  | -              |  | -            



Under the provisions of SFAS 109, NOLs represent temporary differences that enter into the calculation of deferred tax assets. Realization of deferred tax assets associated with the NOL is dependent upon generating sufficient taxable income prior to their expiration.



Management believes that there is a risk that certain of these NOLs may expire unused and, accordingly, has established a valuation allowance against them. Although realization is not assured for the remaining deferred tax assets, based on the historical trend in Company sales and profitability, sales backlog, and budgeted sales management believes it is likely that they may not be totally realized through future taxable earnings. In addition, the net deferred tax assets could be reduced in the near term if management's estimates of taxable income during the carry forward period are significantly reduced.



The Company believes it is possible that the benefit of these additional assets may not be realized in the future.



NOTE 7. COMMITMENTS AND CONTINGENCIES



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 an employee 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; however, currently the policy remains unfunded.





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Dionics, Inc.

Notes To Financial Statements

March 31, 2008

(Unaudited)



NOTE 8. RETIREMENT PLANS



On February 15, 2002 the Company repurchased 76,347 shares of Dionics, Inc. common stock from the Company's 401(k) plan.  These shares had been contributed by the Company's 401(k) Plan during 1993.  The amount paid on February 22, 2002 was $3,800 or $.05 per share which management determined to be the fair purchase price.  The proceeds from the repurchase were placed into the respective 401(k) accounts of the employees in proportion to the 401(k) plan shares, which had been attributed to each of them.  In addition, the Company then issued the same number of shares as a bonus to the same eleven employees.  The employees may not dispose of these shares in less than one year, as these were unregistered shares.  There are no more shares of Dionics, Inc. remaining in the Company's 401(k) plan.  The outlay of $3,800 has been charged as an expense to the various departments of the Company.  Such 76,347 shares issued in February 2002 were distributed under the Company 2002 Stock Compensation Plan ("the 2002 Plan") which was adopted by the Company in February 2002.  The Company may issue up to 500,000 shares under the 2002 Plan.  In May 2004, the Company issued, under the 2002 Plan, 172,500 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.  Pursuant to its terms, the 2002 Plan expired in February 2007.



NOTE 9. AUDITORS



Due primarily to financial constraints, the Company was not able to engage a new auditing firm until August 2005 which engagement became necessary after the Company was notified in January 2005 that its then-current auditing firm had failed to register with the PCAOB.  Thereafter, the newly engaged firm encountered a variety of internal issues regarding its ability to continue as the Companys public accountant.  Effective December 31, 2006, such firm resigned as the Companys principal independent accountants.  At the time, the firm was in the final stages of completing its audited report for the year ended December 31, 2004 and indicated it would soon issue the report to the Company.  Following the filing on October 1, 2007 of the Companys Form 10-KSB for the year ended December 31, 2004, the Company engaged Michael F. Albanese, CPA on October 3, 2007 as its independent registered public accountant.



NOTE 10. SUBSEQUENT EVENTS



Grant of Shares



On May 16, 2008, the Company granted an aggregate of 472,500 shares of common stock to certain employees and 100,000 shares of common stock to a director of the Company for services rendered to the Company.









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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



The following should be read in conjunction with the financial statements of the Company included elsewhere herein.



Forward-Looking Statements



This report contains certain forward-looking statements and information relating to the Company that are based on the beliefs and assumptions made by the Companys management as well as information currently available to the management.  When used in this document, the words anticipate, believe, estimate, and expect and similar expressions, are intended to identify forward-looking statements.  Such statements reflect the current views of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions.  Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated or expected.



Introduction



This report is being filed in November 2008, following a lengthy SEC reporting lapse. A detailed account of the reasons behind the SEC reporting lapse is contained in the MD&A section of our Form 10-KSB for 2005, filed on July 16, 2008.The Company is vigorously pursuing the filing of all previously delinquent SEC reports, and hopes to very shortly become current in its filing obligations.



Liquidity and Capital Resources



Following a turnaround performance for full-year 2007, showing the first operating profit in six years, the Companys Cash resources were steadily improving. Sales had increased during the year of 2007, carrying a Cash improvement over into the beginning months of 2008. This was reflected both in actual Cash on hand as well as in Accounts Receivable. The Companys debt structure had also been improved by paying off all its mortgage debt when its property was sold in 2005. This resulted in the majority of the Companys debt now being in the form of Deferred Compensation, not payable until May of 2009.



Results of Operations



Sales volume in the First Quarter of 2008 fell almost 22 percent, to $251,600 as compared to $322,000 in the First Quarter of 2007. In the prior years First Quarter, an especially large sales increment had come from a single customer choosing to buy an inventory position of a strategic product no longer in active production by the Company. In effect, that shipment had almost zero manufacturing cost associated with it.



Cost of Sales in the First Quarter of 2008 reached $156,300 as compared to $152,700 in the same period last year. This resulted in a Gross Profit of $95,300 in the current period versus $169,300 in the First Quarter of 2007.



Selling, General and Administrative expenses reached $70,900 in the First Quarter of 2008, compared to $69,100 in the same period last year.



Net Income after taxes showed a Profit of $24,600 in the First Quarter of 2008, compared to a Profit of $99,100 in the same period in 2007. The primary factor in the profit decrease was the absence, in the 2008 Sales volume, of the unique shipment of an obsolete inventory item. Aside from that difference in Sales volume, most other cost elements remained essentially unchanged, as the Company pursued opportunities for growth.







14







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Summary



As explained in the Introduction, this report is one of several being filed after a lapse in the Companys SEC reporting. All previously delinquent annual reports have already been filed, the last one being for the full-year 2007, leaving only the quarterly reports for 2008 as still delinquent. The Company intends to continue filing these delinquent 2008 quarterly reports until, well before year-end 2008, it again becomes current in its SEC filing obligations.



Off-Balance Sheet Arrangements



We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, and results of operations, liquidity or capital expenditures.





Item 3.  Quantitative and Qualitative Disclosures About Market Risk.



We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.





Item 4T.  Controls and Procedures.



Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report.  Based on that evaluation, our Principal Executive Officer and Principal Financial Officer has concluded that, as of March 31, 2008, these disclosure controls and procedures were effective to ensure that all information required to  be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commissions rule and forms; and (ii) accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.



There have been no significant changes in our internal controls over financial reporting that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





15







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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.



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.



(a) 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)





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SIGNATURES



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





DIONICS, INC.

(Registrant)







|Dated:  November 11, 2008 | By:  /s/ Bernard Kravitz                    
|------------------------- | --------------------------------------------
|                          | Bernard Kravitz, President                  
|                          |                                             
|                          |                                             
|Dated:  November 11, 2008 | By:  /s/ Bernard Kravitz                    
|                          | Bernard Kravitz, Principal Financial Officer















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