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 MARCH 31, 1998

        [ ] 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 May 1, 1998
                 (excluding 164,544 treasury shares).

<PAGE>
                    PART I - FINANCIAL INFORMATION

                             DIONICS, INC.


                    Index to Financial Information
                      Period Ended March 31, 1998



     ITEM                                          PAGE HEREIN

     Item 1 - Financial Statements:

     Introductory Comments                             3

     Condensed Balance Sheet                           4

     Condensed Statement of Operations                 6

     Statement of Cash Flows                           7

     Notes to Financial Statements                     8

     Item 2 - Management's Discussion and
              Analysis or Plan of Operation           14


<PAGE>
                             DIONICS, INC.


                            MARCH 31, 1998



           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 three months ended March 31, 1998

are not necessarily indicative of the results of operations for the full fiscal

year ending December 31, 1998.

           These  condensed  statements  should be read in conjunction with the

Company's financial statements for the year ended December 31, 1997.



<PAGE>

                                 DIONICS, INC.

                            COMBINED BALANCE SHEETS


                                                MARCH 31,     DECEMBER 31,
                                                1998          1997
                                               (UNAUDITED)    (UNAUDITED)

                                  A S S E T S


CURRENT ASSETS:
  Cash                                          $  483,000    $  473,400
  Accounts Receivable Trade
    (Less Estimated Doubtful
    Accounts of $10,000 in 1998
    and $10,000 in 1997)- (Note 2)                 143,500       192,300
  Inventory - (Notes 2 and 3)                      433,300       359,500
  Prepaid Expenses and Other
    Current Assets                                  20,900        25,400

      TOTAL CURRENT ASSETS                       1,080,700     1,050,600


PROPERTY, PLANT AND EQUIPMENT - (Note 2)
  At Cost -  Less Accumulated
    Depreciation of $1,637,900 in 1998
      and $1,636,100 in 1997                        48,400        50,200


DEPOSITS AND OTHER ASSETS - (Note 4)                19,700        20,200


      Total                                     $1,148,800    $1,121,000


<PAGE>

                                 DIONICS, INC.

                            COMBINED BALANCE SHEETS


                                               MARCH 31,     DECEMBER 31, 
                                               1998          1997
                                               (UNAUDITED)   (UNAUDITED)

                             L I A B I L I T I E S

CURRENT LIABILITIES:
  Current Portion of Long-Term
    Debt - (Note 5)                              $ 378,700   $   26,700
  Accounts Payable                                  66,800       54,400
  Accrued Expenses                                  87,900       57,200
  Deferred Compensation Payable -
    Current - (Note 4)                             125,000       50,000

      Total Current Liabilities                    658,400      188,300

Deferred Compensation Payable -
  (Note 4)                                         394,000      453,000

Long-Term Debt Less Current
  Maturities - (Note 5)                            443,800      802,900

      TOTAL LIABILITIES                          1,496,200    1,444,200

CONTINGENCIES AND COMMENTS


                             SHAREHOLDERS' EQUITY

Common Shares - $.01 Par Value
  Authorized 5,000,000 Shares
    Issued 3,848,222 Shares in 1998
    and    3,848,222 Shares in 1997 (Note 6)        38,400        38,400
  Additional Paid-in Capital                     1,522,800     1,522,800
  (Deficit)                                     (1,688,000    (1,663,800)

                                                  (126,800)     (102,600)
  Less: Treasury Stock at Cost
    164,544 Shares in 1998 and
    164,544 Shares in 1997                        (220,600)     (220,600)

      Total Shareholders' Equity (Deficit)        (347,400)     (323,200)

            TOTAL                               $1,148,800    $1,121,000


<PAGE>


                                 DIONICS, INC.

                      CONDENSED STATEMENTS OF OPERATIONS


                                                       THREE MONTHS ENDED
                                                            MARCH 31,
                                                       1998           1997
                                                    (UNAUDITED)    (UNAUDITED)

SALES                                               $  303,900     $  426,400


COST AND EXPENSES:
  Cost of Sales (Including
    Research and Development
    Costs)                                             227,900        298,000
  Selling, General and
    Administrative Expenses                             87,300         80,000

      TOTAL COSTS AND EXPENSES                         315,200        378,000

NET INCOME (LOSS) FROM OPERATIONS                      (11,300)        48,400

OTHER INCOME                                             4,400          1,700

                                                        (6,900)        50,100
OTHER DEDUCTIONS:
  Interest Expense                                      17,300         18,300


NET INCOME (LOSS) FOR THE PERIOD                    $  (24,200)    $   31,800


NET INCOME (LOSS) PER SHARE                        $   (.0066)     $     .008


Average Number of Shares
  Outstanding Used in Computation
  of Per Share Net Income (Loss)                     3,683,678      3,683,678




<PAGE>
                                 DIONICS, INC.

                           STATEMENTS OF CASH FLOWS

                  THREE MONTHS ENDED MARCH 31, 1998 AND 1997


                                                   MARCH 31,      MARCH 31,
                                                      1998           1997
                                                  (UNAUDITED)    (UNAUDITED)

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income (Loss)                              $  (24,200)     $  31,800
  ADJUSTMENT TO RECONCILE NET INCOME (LOSS) TO NET
    CASH USED FOR OPERATING ACTIVITIES:
      Depreciation and Amortization                   1,800          3,100
      Deferred Compensation and Related Interest     16,000         15,000
  CHANGES IN OPERATING ASSETS AND LIABILITIES:
    (Increase) Decrease in Accounts Receivable       48,800         52,900
    (Increase) Decrease in Inventory                (73,800)         5,000
    (Increase) Decrease in Prepaid Expenses
      and Other Current Assets                        4,500          5,100
    (Increase) Decrease in Deposits and Other Assets    500            600
    Increase (Decrease) in Accounts Payable          12,400           (900)
    Increase (Decrease) in Accrued Expenses          30,700          7,800

CASH FLOWS USED FOR FINANCING ACTIVITIES:
  Repayment of Debt                                  (7,100)       (7,100)


CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of Equipment                                 -0-          -0-

NET INCREASE IN CASH                                  9,600        113,300

CASH - Beginning of Period                          473,400        210,900


CASH - End of Period                             $  483,000      $ 324,200


<PAGE>

                                 DIONICS, INC.

                         NOTES TO FINANCIAL STATEMENTS

                                MARCH 31, 1998



NOTE 1 -    BUSINESS:

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

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

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

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

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



NOTE 2 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

            BASIS OF ACCOUNTING

Assets,  liabilities, revenues and expenses are recognized on the accrual basis
of accounting.

            CASH AND CASH EQUIVALENTS

The Company considers money market funds to be cash equivalents.

            MERCHANDISE INVENTORY

Inventory  is  stated  at the lower of cost (which represents cost of materials
and manufacturing costs on a first-in, first-out basis) or market.

<PAGE>

                                 DIONICS, INC.

                         NOTES TO FINANCIAL STATEMENTS

                                MARCH 31, 1998




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,
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.


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:

                                             MARCH 31,      DECEMBER 31,
                                               1998             1997
                                           (Unaudited)       (Unaudited)

            Finished Goods                    $ 48,000         $ 39,900
            Work-in-Process                    233,500          193,700
            Raw Materials                      108,600           90,100

            Manufacturing Supplies              43,200           35,800

                 Total                        $433,300         $359,500


<PAGE>

                                 DIONICS, INC.

                         NOTES TO FINANCIAL STATEMENTS

                                MARCH 31, 1998




NOTE 4 -    DEFERRED COMPENSATION PAYABLE:

In 1987 the company entered into an agreement, amended in 1997, which calls for
payments  to  its  chief  executive  officer  upon  his reaching the age of 65,
provided that he has not voluntarily terminated his employment  prior  to  that
event.   Such  agreement  further  provides  that  in  the  event  of  death or
termination of employment of the officer prior to age 65, such payments  are to
commence  during  the  month subsequent to such event.  Assuming his continuous
employment until age 65,  the  terms of the agreement call for the executive to
receive $25,000 per month for the  12-month  period  from  November  1, 1998 to
October  31,  1999  and  $6,666.66  per  month for the following 60 consecutive
months.

Other than a Life Insurance policy to cover  death benefits, the Company has no
designated funds to meet these requirements.   In  view of its indebtedness and
need for operating capital, there can be no assurance  that the company will be
able to satisfy the terms of this agreement, in full or  in  part.  Should such
circumstances occur, the terms of the agreement may have to be  renegotiated to
better  match  the  Company's  then-current financial circumstances.   Although
there can be no assurance of the  following,  the Company believes that if such
renegotiation becomes necessary it will be able to agree on terms acceptable to
both parties.  The above-mentioned Life Insurance  policy  had a cash surrender
value at 12/31/97 of approximately $1,700 which is included in other assets.



NOTE 5 -    LOANS PAYABLE - APPLE BANK:

Effective January 31, 1994, the Company and Apple Bank for Savings (the
"Bank") entered into a restructuring Agreement, whereby the Bank agreed 
to forgive a portion of existing indebtedness  of  the  Company  and to
restructure the balance.  In October 1988, the Company had obtained from 
the Bank a Commercial Equity Line in the original principal  amount of 
$1 million (the "Original Mortgage") and in 1990 the Company had obtained
certain other asset-based loans from the bank in the  principal  amount
of $283,850 (the "1990 Loans").

<PAGE>

                                 DIONICS, INC.

                         NOTES TO FINANCIAL STATEMENTS

                                MARCH 31, 1998


NOTE 5 -    LOANS PAYABLE - APPLE BANK: (Continued)

            PURSUANT TO THE RESTRUCTURING AGREEMENT:


A.  The bank has forgiven $376,146.59 of accrued and unpaid interest  
stemming  from the Original Mortgage and the  1990 Loans.

B.   The  1990  Loans  have  been  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, the Company will pay interest only at  an
annual rate of 6.0 percent.   Of that amount, only one-third (2.0 percent) will
be  paid monthly, with the remainder  accruing  and  becoming  part  of  unpaid
principal  at  the end of that period.  During the second five-year period, the
balance due will  be  paid over 60 equal monthly installments, plus interest at
Prime plus two percent.

C.  The remaining balance of $750,000 outstanding on the Original Mortgage Loan
has been replaced by a  new  $415,000  Mortgage  Loan  plus two additional Term
Loans of $167,500 each.  These are treated as follows:

The  new  $415,00 Mortgage Loan ("Mortgage Loan B") has a  five-year  term  and
bears interest  at of 7.5 percent.  For the first two years of Mortgage Loan B,
the Company is obligated to pay interest only, on a monthly basis.  Thereafter,
monthly payments  will  include  interest  plus  the  amount of
$1,921.30, which began in April 1996, towards reduction of debt.  At the end of
the five-year period, the then-remaining principal ($347,754.50) will be due.

The first new 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 Paragraph B above.

The second new Term Loan ("Term Loan D") stemming from the Original  
Mortgage  also has a face amount of $167,500, but carries an annual
interest rate  of  4.0  percent,  none  of  which is payable during the
initial  five-year  period.  This interest will  accrue  and
will be added to the principal at the end of the first five-year period.  
The new total balance  due  will be repaid over the second
five-year period with 60 equal monthly installments plus interest 
of Prime plus two percent.

<PAGE>

                                 DIONICS, INC.

                         NOTES TO FINANCIAL STATEMENTS

                                MARCH 31, 1998


NOTE 5 -    LOANS PAYABLE - APPLE BANK - (Continued)

D.  Term  Loans  A  and C also carry convertibility rights under which the Bank
may, at its sole discretion,  exchange  debt for Common Stock in the Company at
the price of (I) $.75 per share until May  31,  1995, (ii) $1.00 per share from
June 1, 1995 until January 31, 1997, and (iii) $1.25 per share from February 1,
1997 until expiration, provided, however, that the  aggregate  number of shares
that  the  Bank  may acquire will not exceed 15 percent of the number  of  then
outstanding shares  of  the  Company's  Common  Stock, subject to certain anti-
dilution rights.  These convertibility rights expire  upon  the payment-in-full
of  the  balance due on Mortgage Loan B, due to mature on the Interim  Maturity
Date which will occur in March 1999.

E. Having  met,  in  1994  and  1995,  certain particular financial performance
standards as called for in the January 31, 1994 Debt  Restructuring  Agreement,
the  Company has qualified in full for the Forgiveness of specific elements  of
its  debt.   While  according  to  the  terms  of  the  Agreement,  the  actual
forgiveness is due to be formally granted on "the interim Maturity Date" (which
will occur in March 1999), the Company has, in the interests of more accurately
describing  its  over-all debt situation, decided to adopt those changes in its
current and future  reports.   The  forgiveness will cover all of the principal
and accrued interest on Term Loan D and  all  of  the  accrued interest on both
Term   Loans  A  and  C,  as more fully described in the above-referenced  Debt
Restructuring Agreement.

All the Company's Assets are pledged to the foregoing loans.

In September 1994, the Company  was  advised  that  the  foregoing  loans  were
purchased from the Bank by D.A.N. Joint Venture, a Limited  Partnership, an
affiliate of the Cadle Company.


NOTE 6 -    STOCK OPTION PLAN

In  September  1997,  the  Board  of  Directors of the Company adopted the 1997
Incentive Stock Option Plan (the "1997  Plan")  for employees of the Company to
purchase up to 250,000 shares of common Stock of  the Company.  Options granted
under the 1997 plan are "incentive stock options" as  defined in Section 422 of
the Internal Revenue Code.  Any stock options granted under the 1997 Plan shall
be granted at no less than 100% of the fair market value of the Common Stock of
the  Company  at the time of the grant.  As of December 31,  1997,  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 December 31, 1997, 130,000  options  were
available for future grant.  The 1997  Plan is subject to obtaining stockholder
approval within twelve months of the adoption  of  the 1997 Plan.  If is not so
approved by the stockholders of the Company, any options granted under the 1997
Plan will be rescinded and void.  The plan has not been  approved  at April 30,
1998.
<PAGE>

                                 DIONICS, INC.

                         NOTES TO FINANCIAL STATEMENTS

                                MARCH 31, 1998




NOTE 7 -    INCOME TAXES:

As of December 31, 1997 the Company had a federal operating loss carry  forward
of  $865,600.  This net operating loss originated in 1989 through 1992 and  may
be carried forward and expires as follows:

                  YEAR OF ORIGIN     AMOUNT     CARRY FORWARD
                                                  EXPIRES IN

                        1990        $566,800          2005

                        1991          65,600          2006

                        1992         233,200          2007

                                    $865,600



<PAGE>

Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

A.   LIQUIDITY AND CAPITAL RESOURCES

     After  many  years  of  gradually  reducing  losses,  the  Company finally
succeeded in crossing over into gradually increasing profitability  in 1996 and
1997.  During  the  First  Quarter  of  1998,  however, the Company encountered
several conditions that resulted in a quarterly  loss.   First,  there  was the
absence  of  previously available  "opportunity" business that really plays  no
role in the Company's  long-term  plans.   Next,  the  Company  also  failed to
increase  its  shipments against a rising backlog of orders for what are  core-
technology products. This failure, in the opinion of Management, demonstrated a
need  to  reduce  middle-management's   concentration   on  defensive  survival
strategies and to increase efforts needed for aggressive  growth. Re-assignment
of middle-management personnel has already shown marked improvement  in getting
product shipped as opposed to it being stalled in an increasing Work-in-Process
inventory.  Management expects the Second Quarter to show a significant rebound
in Sales volume, as the Company recovers from a short bout of what it considers
temporary  "growing pains".

     With  the  restructuring  of  its  Bank  debt  in  early 1994, the Company
achieved  a  significant  easing of its debt obligations. That  new  Agreement,
however, called for a large  "balloon"  payment  on  its  Mortgage Note and the
commencement  of  payments on two other Notes early in 1999.  The  Company  has
already accumulated  the  required funds for that balloon payment, but the fact
that it is  due within twelve-months  of  this report means that, for the first
time, such amount must be included in Current  Liabilities.  Also  included  in
Current Liabilities for the first time are several payments under the Company's
Deferred  Compensation Agreement with its Chief Executive Officer. The combined
effects of  the  above  two  debt  obligations increases Current Liabilities to
$658,400  from the $188,300 which showed  at  December  31,  1997.   While  the
Company's present cash position is enough to fund the Bank debt payments due in
early 1999,  the  Deferred  Compensation  Agreement may not also be covered. In
such case, the terms of the agreement may have  to  be  renegotiated  to better
match  the  then current financial conditions of the Company.  In view of  both
obligations,  the  Company's ratio of Current Assets to Current Liabilities has
dropped to 1.64:1. If  Deferred  Compensation  were  entirely  removed from the
calculation, the Current Ratio would drop to only 2.02:1, although no assurance
can be given that such will be the result of any possible renegotiation.

     Management  has  continued  its search for additional Working  Capital  to
provide further growth momentum for  the Company.  Besides some concern for the
debt issues described above, there is  the  constantly  growing  backlog of new
orders  that  demands addressing. Contacts with potential lenders or  investors
are always in some  state  of  motion,  but  no  assurance  can be given of any
positive outcome. For the immediate future, the Company is well able to support
its ongoing operations, although Working Capital has now dropped  to  $422,300.
The  decrease from $862,300 at December 31, 1997 came as a result of the  large
increase in Current Liabilities described earlier.

B.   RESULTS OF OPERATIONS

     Sales in the First Quarter of 1998 dropped 29 percent from the same period
last year,  with  $303,900 in the current period as compared to $426,400 in the
First Quarter of 1997.   None  of  the decrease occurred in the Company's core-
technology  products  based  on  micro-photovoltaics.  The  decrease  was  felt
entirely  in  non-strategic  products  for  "opportunity"  business  that  were
available in earlier periods but  were simply absent in the current period.  It
was also felt that a more aggressive  middle-management  posture  was needed to
deal more effectively with the Company's mounting backlog for photovoltaic (PV)
Solid  State  Relays and PV MOSFET-drivers. One very bright spot has  been  the
growth in total  backlog from $622,400 at December 31, 1997 to $1.25 million at
March 31, 1998.  As  a  result  of some changes in middle-management personnel,
the Second Quarter is already off  to a strong rebound.

     Inability to ship increasing  amounts of the growing backlog dominated the
First Quarter, resulting in a large increase in Work-in-Process inventory.  The
Gross Profit margin dropped to 25 percent  as  compared  to 30.1 percent in the
First Quarter of 1997, due entirely to the reduced shipping level.

     Selling, General and Administrative costs changed very  little from period
to period, with $87,300 in the First Quarter of 1998 and $80,000  in  the  same
period  last  year.  As  a percentage of Sales, however, S,G & A in the current
period was up to 28.7 percent,  as  compared to 18.8 percent in the same period
last year.

     The Company showed a Net Loss from  Operations  of  $11,300 in the current
period,  as compared to a Net Profit from Operations of $48,400  in  the  First
Quarter of  1997.  The  Company  also showed a Net Loss in the First Quarter of
1998 of $24,200 as compared to a Net  Profit of $31,800 in the First Quarter of
1997. These losses in the current period all stemmed from reduced shipments and
increased inventory, with remedies now  in place that should reverse matters in
the Second Quarter and beyond.

     The Loss shown for the First Quarter  of 1998 is the first interruption of
profitable periods in recent times. As explained  earlier,  it is considered by
Management to be only a temporary effect, probably already remedied  by certain
reassignments of production responsibilities. Therefore, addressing the bigger,
longer-term picture, the Company has in fact made great strides in dealing with
its debt situation as well as the need for currently profitable operations. The
debt  picture  has  now  entered  a  new phase in which, by the end of the next
twelve  months, significant repayment obligations  come  to  the  surface.  The
Company has  already put in reserves enough cash to make the required "balloon"
payment  on  its   new  real  estate  Mortgage  Note  when  that  becomes  due.
Nonetheless, the Company is still searching for sources of funding to permit it
to refinance its debt  to  more  favorable terms. Even if debt-refinancing does
not become possible, the Company expects  to rapidly return to profitability in
the  Second  Quarter and to continue to support  its  ongoing  operations  from
internally generated cash flow.

     Beyond its debt situation, the Company is currently enjoying a significant
increase in new-order  backlog  for its core-technology products. Still further
increases in backlog are anticipated  in  the  not-too-distant future, with the
result  that  there  is  developing  an  ever-increasing   positive  background
concerning projected future performance.  A particularly encouraging element is
the  growing usage of the Company's patented photovoltaic MOSFET-drivers  in  a
rapidly  growing  segment  of the medical-electronics field. Looking across the
temporary First Quarter "valley",   there  is  much  reason  for  optimism that
Management's goals of continued increases in sales and profits  will be met. As
always,  and as demonstrated unfortunately in the just completed period,  risks
of failure  persist.  Nonetheless,  the  Company is well back from the brink it
once fought desperately and successfully to avoid.


<PAGE>
                     PART II  -  OTHER INFORMATION


Item 1.    LEGAL PROCEEDINGS

           None


Item 2.    CHANGES IN SECURITIES

           None


Item 3.    DEFAULTS UPON SENIOR SECURITIES

           None


Item 4.    SUBMISSION OF MATTERS TO A VOTE
           OF SECURITY-HOLDERS

           None


Item 5.    OTHER INFORMATION

           None


Item 6.    EXHIBITS AND REPORTS ON FORM 8-K

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

           (b)  Reports on Form 8-K.  Listed below are Current Reports  on Form
                8-K  filed  by  the  Registrant during the fiscal quarter ended
                March 31, 1998:

                      None


<PAGE>

                              SIGNATURES


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

                                      DIONICS, INC.
                                      (Registrant)


Dated: May 11, 1998                   By: /s/Bernard Kravitz     
                                          Bernard Kravitz,
                                          President

Dated: May 11, 1998                   By: /s/Bernard Kravitz      
                                          Bernard Kravitz,
                                          Principal Financial Officer