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, 2001

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

For the transition period from            to


       Commission file number 0-8161

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

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

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

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

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

     Yes    X              No


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

Common, $.01 par value per share: 3,683,678
     outstanding as of November 1, 2001
    (excluding 164,544 treasury shares).



         FORWARD-LOOKING STATEMENTS

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





PART I - FINANCIAL INFORMATION

DIONICS, INC.


Index to Financial Information
Period Ended September 30, 2001



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




               DIONICS, INC.


             September 30, 2001



     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, 2001 are not necessarily indicative of the
results of operations for the full fiscal year ending December
31, 2001.

     These condensed statements should be read in conjunction
with the Company's financial statements for the year ended
December 31, 2000.

<TABLE>
<CAPTION>



DIONICS, INC.

BALANCE SHEETS



                               SEPTEMBER 30,   DECEMBER 31,
                                     2001           2000
                                (UNAUDITED)     (UNAUDITED)

                           A S S E T S

CURRENT ASSETS:
<S>                                <C>           <C>

Cash                               $  599,200    $  688,600
Accounts Receivable Trade
(Less Estimated Doubtful Accounts
of $10,000 in 2001 and $10,000 in
2000) - (Note 2)                      230,100       372,100
Inventory - Notes 2 and 3             719,900       604,700
Prepaid Expenses and Other Current
Assets                                 19,000        27,700

Total Current Assets                1,568,200     1,693,100



PROPERTY, PLANT AND
EQUIPMENT - (Notes 2, 4 and 5)
(At Cost Less Accumulated
Depreciation of $1,680.000
in 2001 and $1,675,700 in 2000)        72,100        76,300



DEPOSITS AND OTHER ASSETS -
(Notes 2 and 4)                        40,000        44,800


Total                              $1,680,300    $1,814,200


</TABLE>


All amounts have been rounded to the nearest $100.

<TABLE>
<CAPTION>

DIONICS, INC.

BALANCE SHEETS


                                   SEPTEMBER 30,  DECEMBER 31,
                                       2001          2000
                                   (UNAUDITED)    (UNAUDITED)

L I A B I L I T I E S

<S>                                <C>          <C>

CURRENT LIABILITIES:
Current Portion of Long-Term
Debt - (Note 5)                    $   94,100   $   93,900
Accounts Payable                       61,900       82,600
Accrued Expenses                       45,100       48,500
Deferred Compensation Payable -
Current (Note 4)                      334,800      156,400
Life Insurance Loan - Net of Cash
Surrender Value $63,400 (Note 4)        9,300          -0-

Total Current Liabilities             545,200      381,400


Long-Term Debt Less Current
Maturities - (Note 5)                 506,800      644,900

Deferred Compensation Payable -
Non Current - (Note 4)                178,400       419,200

Total Liabilities                   1,230,400     1,445,500

CONTINGENCIES AND COMMENTS


SHAREHOLDERS' EQUITY

Common Shares - $.01 Par Value
Authorized 5,000,000 Shares
Issued 3,848,222 Shares in 2001
and    3,848,222 in 2000 (Note 6)      38,400        38,400
Additional Paid-in Capital          1,522,800     1,522,800
Accumulated (Deficit)                (890,700)     (971,900)

                                      670,500       589,300
Less: Treasury Stock at Cost
164,544 Shares in 2001 and
164,544 Shares in 2000               (220,600)     (220,600)

Total Shareholders' Equity            449,900       368,700


Total                              $1,680,300    $1,814,200

</TABLE>

All amounts have been rounded to the nearest $100.

<TABLE>
<CAPTION>

DIONICS, INC.

CONDENSED STATEMENT OF OPERATIONS




                                    NINE MONTHS ENDED
                                     SEPTEMBER 30,
                                  2001           2000
                               (UNAUDITED)    (UNAUDITED)

<S>                              <C>           <C>
SALES                            $1,479,300    $1,743,800

COST AND EXPENSES:
Cost of Sales (Including
Research and Development Costs)   1,005,400     1,114,400
Selling, General and
Administrative
Expenses                            361,700       330,500

Total Costs and Expenses          1,367,100     1,444,900


NET INCOME FROM OPERATIONS          112,200       298,900

DIVIDENDS AND OTHER INCOME           45,300        20,000

                                    157,500       318,900
OTHER DEDUCTIONS
Interest Expense                     74,900        77,100

NET INCOME FOR THE PERIOD
BEFORE INCOME TAXES                  82,600       241,800
Provision for Income Taxes            1,400         2,000

NET INCOME FOR THE PERIOD        $   81,200    $  239,800

NET INCOME PER SHARE -
Basic                            $    .0220    $    .0651

Diluted - Note 6                 $             $    .0629


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

Diluted - Note 6                                 3,811,291

</TABLE>

All amounts have been rounded to the nearest $100.

<TABLE>
<CAPTION>

DIONICS, INC.

CONDENSED STATEMENT OF OPERATIONS



                                      THREE MONTHS ENDED
                                         SEPTEMBER 30,
                                       2001         2000
                                    (UNAUDITED)  (UNAUDITED)

<S>                                <C>             <C>
SALES                              $  269,400      $  617,400

COST AND EXPENSES:
Cost of Sales (Including
Research
and Development Costs)                215,500         402,400
Selling, General and
Administrative
Expenses                              123,500         114,500

Total Costs and Expenses              339,000         516,900

NET (LOSS) INCOME FROM OPERATIONS     (69,600)        100,500

DIVIDENDS AND OTHER INCOME             31,900           7,000

                                      (37,700)        107,500
OTHER DEDUCTIONS:
Interest Expense                       26,200          25,900

NET (LOSS) INCOME
FOR THE PERIOD BEFORE
PROVISION FOR INCOME TAXES            (63,900)         81,600

PROVISION FOR INCOME TAXES                -0-           2,000

NET (LOSS) INCOME FOR THE PERIOD   $  (63,900)     $   79,600


NET (LOSS) INCOME PER SHARE -
Basic                              $   (.0173)     $    .0216

Diluted - Note 6                   $               $    .0215


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

Diluted   - Note 6                                  3,693,293

</TABLE>

All amounts have been rounded to the nearest $100.

<TABLE>
<CAPTION>

DIONICS, INC.

STATEMENT OF CASH FLOWS


                                               NINE MONTHS ENDED
                                                 SEPTEMBER 30,
                                                 2001        2000
                                            (UNAUDITED) (UNAUDITED)


<S>                                          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income                                   $  81,200    $ 239,800
Adjustment to Reconcile Net Income to
Net Cash provided from Operating Activities:
Depreciation and Amortization                    4,200        5,600
Changes in Operating Assets and Liabilities:
Decrease (Increase) in Accounts Receivable     142,000       (2,600)
(Increase) in Inventory                       (115,200)     (34,000)
Decrease in Prepaid Expenses and
Other Current Assets                             8,700        9,000
Decrease (Increase) in Deposits
and Other Assets                                 2,500       (1,000)
(Decrease) in Accounts Payable                 (20,700)     (19,600)
(Decrease) Increase in Accrued Expenses         (3,400)       5,900
Increase in Deferred Compensation Payable       51,400       53,200
Increase in Life Insurance Loan                 11,600          -0-

Net Cash Provided from Operating Activities    162,300      256,300
CASH FLOWS (USED IN) FINANCING ACTIVITIES:
Repayment of Debt                             (137,900)     (43,400)
CASH FLOWS (USED IN) INVESTING ACTIVITIES:
Purchase of Equipment                               -0-      (7,100)
Payment of Deferred Compensation              (113,800)     (13,800)

NET (DECREASE) INCREASE IN CASH                (89,400)     192,000

CASH - Beginning of Period                     688,600      526,500

CASH - End of Period                         $ 599,200    $ 718,500



</TABLE>


All amounts have been rounded to the nearest $100.


DIONICS, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2001



NOTE 1 -  BUSINESS:

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

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.





DIONICS, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2001




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 2000, as well as interest
accrued thereon are being charged to operations over the period
of expected service.

Bad Debts

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


Deferred Mortgage Costs

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

a) New Costs                  $35,800 360 Months Starting 1/l/2000
b) Unamortized Prior Cost      16,200  94 Months

                              $52,000





DIONICS, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2001



NOTE 3 -  INVENTORY:

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

                        September 30,   December 31,
                              2001           2000
                           (Unaudited)   (Unaudited)

Finished Goods                $ 52,500     $ 36,000
Work-in-Process                469,900      381,300
Raw Materials                  154,900      143,200
Manufacturing Supplies          42,600       44,200

Total                         $719,900     $604,700



NOTE 4 -  DEFERRED COMPENSATION PAYABLE:

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

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

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

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

Notwithstanding the above schedule for payments, other than a
life insurance policy to cover death benefits, the Company has
not specifically designated funds with which to meet these
payment requirements.  In view of its continuing total
indebtedness as well as its need for operating capital, there
can be no assurance that the Company will be able to satisfy
the terms of this new agreement in full or in part.  Should
such unfavorable circumstances occur, the terms of the
agreement may have to again be renegotiated to better match the
Company's then-current financial circumstances.  The previously
mentioned Life Insurance policy had a cash surrender value at
September 30, 2001 of approximately $63,400, subject to a loan
of $72,700 which is included in current liabilities.



DIONICS, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2001



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 was to 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 canceled.

Effective July 11, 2001, the Company and D.A.N. Join Ventures
entered into a supplementary agreement which resulted in the
acceptance by D.A.N. of the sum of $57,500.00 in full payment
by Dionics of the previously deferred interest of $86,0976.13
on Term Loans A and C.  Further to the supplementary agreement,
in addition to monthly payments of principal, monthly interest
will now also be paid on a current basis, rather than being
deferred.  As of the date of this new agreement, the balance
due on Term Loan A is $151,386.76 and the balance due on term
Loan C is $89,335.20.  Both loans, plus their interest, will be
paid in 32 consecutive monthly payments, commencing August 1,
2001.



DIONICS, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2001





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 September 30, 2001, 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 September
30, 2001, 130,000 options were available for future grant.
Since the market price of the Company's Common Stock was below
the exercise price of options, the options were Anti-Dilutive
for the current period.



NOTE 7 -  INCOME TAXES:

Provision for Corporate Federal and State Income taxes at
September 30, 2001 is as follows:

                         Federal         None

                         State          $1,400

                                        $1,400


As of December 31, 2000 the Company had available a federal
operating loss carry forward of $115,200.  This net operating
loss originated in 1992 and may be carried forward and expires
as follows:

Year of Origin  Amount   Carry Forward
                           Expires In


 1992           115,200       2007

               $115,200




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

LIQUIDITY AND CAPITAL RESOURCES

     The shrinkage of incoming orders seen in earlier periods
continued during the Third Quarter of 2001 and resulted in
extremely poor financial results. Although the vacation-riddled
Third Quarter is traditionally a slow one, the current period
saw only $269,400 in shipments, down 56% from the same period
last year, and down 58% from the Second Quarter of this year.
Management instituted a number of steps to reduce expenses and
to also try to stimulate the pace of incoming orders. Mid-way
into the Fourth Quarter, as this document is being written,
there is a noticeable increase in quotation requests for the
Company's products, as well as several programs for new
products that are expected to break shortly. Nevertheless, the
outlook for the Fourth Quarter appears essentially the same as
for the Third and it is not before some time early in 2002 that
the Company expects to see any turnaround in Sales volume.
Meanwhile, the Company continues to upgrade its Web-site
(www.dionics-usa.com), continues to add new specification
sheets and continues to develop new products. In the opinion of
Management, the Company's cash reserve, while not without
limit, appears sufficient to see it through to the anticipated
turnaround.

     Early in the Third Quarter, the Company negotiated a
supplementary agreement with the Cadle Company, regarding
deferred interest payments on its two Term Loans with Cadle. A
payment of $57,500 was accepted by Cadle in full settlement of
a previously deferred interest amount of $86,096.13. Commencing
August 1, 2001, principal as well as interest will be paid on a
monthly basis throughout the remaining 32-months of the loans.
(See Note 5 to the Financial Statements.)

     Working Capital at September 30, 2001 was $1,023,000
compared to $1,311,700 at December 31, 2000 and $1,185,900 at
June 30, 2001. Some of the reduction traced to the interest
payment described in the previous paragraph. Given the current
financial conditions in the nation's economy, it is not likely
the Company will secure any new Working Capital investments
with which to pursue more rapid growth but, for the immediate
future, the Company is well able to support its ongoing
operations.

RESULTS OF OPERATIONS

     Sales in the Third Quarter of 2001 fell 56% from the
same period last year, reaching only $269,400 in the current
period versus $617,400 in the Third Quarter of 2000. The
primary cause of the lower shipping level is the reduced level
of incoming orders the Company has been receiving for the past
few quarters. Similarly, the Sales level in the current period
was down 58% from the immediately prior Second Quarter of 2001,
caused by the same low order input rate. The Gross Profit
margin in the current period was down to 20.0% as compared to
35% in the same period last year, and 33.6% in the Second
Quarter of this year.  The relatively "fixed" nature of many of
the operating costs causes the Gross Profit margin to fall
sharply along with reduced shipping volumes.

     Selling, General & Administrative Expenses, although
relatively unchanged in absolute dollar amounts, nevertheless
rose to 45% of Sales in the Third Quarter of 2001, as compared
to 18.5% in the same period last year, and 17.2% in the Second
Quarter of this year. Almost the entire difference was caused
by the lower shipping base used in the calculations.

     In the Third Quarter of 2001, the Company showed a Net
Loss of $63,900, as compared to a Net Profit of $79,600 in the
same period last year, and a Net Profit of  $85,600 in the
Second Quarter of this year. The differences here again are
attributable to the lower shipping levels. The Third Quarter
loss was reduced as a result of the Company negotiating a
supplementary agreement on its Long-term debt with the Cadle
Company, in which deferred interest of $86,093.16 was settled
through a payment of the sum of $57,500. (See Note 5 to the
Financial Statements.)

     For the Nine-Months of 2001, Sales volume dropped 15% to
$1,479.300 as opposed to $1,743,800 in the same period last
year. The Gross Profit margin dropped to 32% in the current
Nine-Month period, as compared to 36% in the first Nine-Months
of 2000. Selling, General & Administrative Expenses rose to
24.5% in the Nine-Months of 2001 as compared to 19% in the
Nine-Months of 2000. For the Nine-Months of 2001 the Company
showed a Net Profit of  $81,200 as compared to a Net Profit of
$239,800 for the Nine-Months of 2000. All adverse comparisons
stem from the lower shipping levels in the current periods,
which in turn stem from lower order input rates.

     Reviewing the longer-term picture, the Company must now
again seek to minimize its spending while maximizing sales
opportunities. New orders, while increasing slightly, are still
too low for any optimism. Perhaps more significant, the picture
regarding quotations for potential new business does look
promising, suggesting that bookings may rise soon and shipping
should respond soon thereafter. Unfortunately, firm customer
guidance is still quite rare and so the Company must operate on
instinct and the best judgment of Management. Cash reserves are
still substantial and are expected to see the Company through
to a turnaround. While we have usually addressed ourselves to
the diminishing risks of failure, we must admit those risks
have recently increased somewhat, but still not to a level
worthy of more than mild concern.

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





PART II  -  OTHER INFORMATION


Item 1.        Legal Proceedings

               None


Item 2.        Changes in Securities

               None


Item 3.        Defaults Upon Senior Securities

               None


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

               None


Item 5.        Other Information

               None


Item 6.        Exhibits and Reports on Form 8-K

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

               (b)  Reports on Form 8-K.  Listed below are
               Current Reports on Form 8-K filed by the
               Company during the fiscal quarter ended
               September 30, 2001:

               None





                 SIGNATURES


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

                              DIONICS, INC.
                              (Registrant)


Dated:    November 12, 2001   By:  /s/ Bernard Kravitz
                                       Bernard Kravitz,
                                       President

Dated:    November 12, 2001   By:  /s/ Bernard Kravitz
                                       Bernard Kravitz,
                                       Principal Financial
                                       Officer