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, 1999

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

        For the transition period from            to


                     Commission file number 0-8161

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

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

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

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

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

                   Yes    X              No


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

              Common, $.01 par value per share: 3,683,678
                  outstanding as of November 1, 1999
                 (excluding 164,544 treasury shares).

<PAGE>
                  PART I - FINANCIAL INFORMATION

                           DIONICS, INC.


                  Index to Financial Information
                  Period Ended September 30, 1999



     Item                                    Page Herein

     Item 1 - Financial Statements:

     Introductory Comments                        3

     Condensed Balance Sheet                      4

     Condensed Statement of Operations            6

     Statement of Cash Flows                      8

     Notes to Financial Statements                9


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


<PAGE>
                           DIONICS, INC.


                        September 30, 1999




          The financial information herein is unaudited.  However, in the

opinion of management, such information reflects all adjustments

(consisting only of normal recurring accruals) necessary to a fair

presentation of the results of operations for the periods being reported.

Additionally, it should be noted that the accompanying condensed financial

statements do not purport to be complete disclosures in conformity with

generally accepted accounting principles.

          The results of operations for the nine months ended September 30,

1999 are not necessarily indicative of the results of operations for the

full fiscal year ending December 31, 1999.

          These condensed statements should be read in conjunction with the

Company's financial statements for the year ended December 31, 1998.

<PAGE>

                           DIONICS, INC.
                      CONDENSED BALANCE SHEET

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

CURRENT ASSETS:
  Cash                                          $  462,700    $  606,100
  Accounts Receivable
  - Trade (Less Estimated
  Doubtful Accounts
  of $10,000 in 1999
  and $10,000 in
  1998) -  Note 2                                  330,000       262,100
  Inventory - Notes 2 and 3                        533,200       412,200
  Prepaid Expenses and
  Other Current
    Assets                                          25,700        29,000

     Total Current Assets                        1,351,600     1,309,400


PROPERTY, PLANT AND
 EQUIPMENT - Note 2
 (At Cost Less Accumulated
 Depreciation of $1,652,400
 in 1999 and $1,647,800 in 1998)                    83,400       48,400


DEPOSITS AND OTHER ASSETS                           50,100       52,500


     Total                                      $1,485,100   $1,410,300

<PAGE>

                           DIONICS, INC.

                      CONDENSED BALANCE SHEET


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

L I A B I L I T I E S

CURRENT LIABILITIES:
  Current Portion of Long-Term
    Debt - (Note 2)                             $   93,500    $   70,500
  Accounts Payable                                  79,700        37,700
  Accrued Expenses                                  55,600        78,300
  Deferred Compensation
  Payable -
    Current (Note 4)                               120,000       120,000

     Total Current Liabilities                     348,800       306,500


Deferred Compensation Payable -
  (Note 4)                                         407,100       446,800
Long-Term Debt Less Current
  Maturities - (Note 5)                            694,800       765,500


     Total Liabilities                           1,450,700     1,518,800

CONTINGENCIES AND COMMENTS

SHAREHOLDERS' EQUITY

Common Shares - $.01 Par Value
  Authorized 5,000,000 Shares
    Issued 3,848,222 Shares in
    1999 and 3,848,222 in 1998                      38,400       38,400
Additional Paid-in Capital                       1,522,800     1,522,800
(Deficit)                                       (1,306,200)   (1,449,100)

                                                   255,000      (112,100)
Less: Treasury Stock at Cost
  164,544 Shares in 1999 and
  164,544 Shares in 1998                          (220,600)     (220,600)

Total Shareholders' Equity (Deficit)                34,400      (108,500)


          Total                                 $1,485,100    $1,410,300

<PAGE>

                           DIONICS, INC.
                 CONDENSED STATEMENT OF OPERATIONS


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


SALES                                           $ 433,100    $523,900

COST AND EXPENSES:
  Cost of Sales (Including
  Research and Development Costs)                 305,200     342,800
  Selling, General and Administrative
    Expenses                                       94,300      91,000

     Total Costs and Expenses                     399,500     433,800


NET INCOME FROM OPERATIONS                         33,600      90,100

DIVIDENDS AND OTHER INCOME                         20,600       6,100

                                                   54,200      96,200

OTHER DEDUCTIONS
 Interest Expense                                  23,400      17,300


NET INCOME FOR THE PERIOD                       $  30,800     $78,900

NET INCOME PER SHARE -
  Basic                                         $   .0084     $ .0215

  Diluted                                       $   .0083     $ .0213

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

    Diluted                                      3,720,253    3,708,183

<PAGE>

                           DIONICS, INC.

                 CONDENSED STATEMENT OF OPERATIONS


                                                NINE MONTHS ENDED
                                                SEPTEMBER 30,
                                                1999        1998
                                                (UNAUDITED) (UNAUDITED)


SALES                                           $1,438,300  $1,388,400

COST AND EXPENSES:
 Cost of Sales
  (Including Research
  and Development Costs)                           978,700     951,900
 Selling, General and
 Administrative  Expenses                          280,600     272,500

     Total Costs and Expenses                    1,259,300   1,224,400


NET INCOME FROM OPERATIONS                         179,000     164,000

DIVIDENDS AND OTHER INCOME                          31,900      15,000

                                                   210,900     179,000
OTHER DEDUCTIONS:
  Interest Expense                                  68,000      51,900


NET INCOME FOR THE PERIOD                       $  142,900  $  127,100

NET INCOME PER SHARE -
  Basic                                         $    .0388  $    .0346

  Diluted                                       $    .0385  $    .0341

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

    Fully Diluted                                3,713,613   3,723,480

<PAGE>

                             DIONICS, INC.
                   CONDENSED STATEMENT OF CASH FLOWS

                                                NINE MONTHS ENDED
                                                SEPTEMBER 30,
                                                1999         1998
                                                (UNAUDITED)  (UNAUDITED)
CASH FLOWS FROM
 OPERATING ACTIVITIES:
Net Income                                      $ 142,900    $ 127,200
 Adjustment to Reconcile
 Net Income to
 Net Cash Provided from
 Operating Activities:
 Depreciation and Amortization                      4,700        5,800
 Deferred Compensation and
 Related Interest                                  50,300       47,800
 Changes in Operating
 Assets and Liabilities:
 (Increase) Decrease in
 Accounts Receivable                              (67,900)     (81,900)
 (Increase) Decrease
 in Inventory                                    (121,000)     (61,000)
 (Increase) Decrease in
 Prepaid Expenses and
 Other Current Assets                               3,300       (3,800)
 (Increase) Decrease in
 Deposits and Other Assets                          2,400        1,500
 Increase (Decrease)
 in Accounts Payable                               42,000        2,400
 Increase (Decrease)
 in Accrued Expenses                              (22,700)      (8,700)

Net Cash Provided from
 Operating Activities                              34,000       29,200

CASH FLOWS FROM
 FINANCING ACTIVITIES:
  Repayment of Debt                               (47,700)     (20,900)

CASH FLOWS (USED IN)
 INVESTING ACTIVITIES:
 Purchase of Equipment                            (39,700)      (6,000)
 Purchase of Treasury Shares                           -0-      (2,900)
  Payment of Deferred Compensation                (90,000)          -0-

NET (DECREASE) INCREASE IN CASH                  (143,400)        (600)
CASH - Beginning of Period                        606,100      473,400

CASH - End of Period                            $ 462,700     $472,800

<PAGE>

                             DIONICS, INC.

                     NOTES TO FINANCIAL STATEMENTS

                          SEPTEMBER 30, 1999



NOTE 1 -  BUSINESS:

The Company designs, manufactures and sells silicon semiconductor
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
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

                          SEPTEMBER 30, 1999




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

Property, Plant and Equipment

Property, Plant and Equipment is stated at cost less accumulated depreciation
and amortization.  Expenditures for renewals and improvements that
significantly extend the useful life of assets are capitalized for all assets;
depreciation is provided over the estimated useful lives of the individual
asset, using the straight- line method.  The following asset lives are in
effect:

Machine and Equipment        8 Years
Testing Equipment            8 Years
Furniture and Fixtures       10 Years
Building Improvements        10 Years
Building                     25 Years


Deferred Compensation Plan

Future payments required under a plan of deferred compensation adopted in 1987,
and revised in 1998. as well as interest accrued thereon are being charged to
operations over the period of expected service.

Bad Debts

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


Deferred Mortgage Costs

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

a) New Costs                $35,800 360 Months Starting 1/l/1999
b) Unamortized Prior Cost    16,200  94 Months

                            $52,000

<PAGE>

                             DIONICS, INC.

                     NOTES TO FINANCIAL STATEMENTS

                          SEPTEMBER 30, 1999



NOTE 3 -  INVENTORY:

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

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

Finished Goods                        $ 48,000      $  35,800
Work-in-Process                        335,900        258,600
Raw Materials                          112,000         88,100
Manufacturing Supplies                  37,300         29,700

                 Total                $533,200       $412,200


NOTE 4 -  DEFERRED COMPENSATION PAYABLE:

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

In connection with the refinancing of the Money Store Loan (see Note 5) a
modified deferred compensation payment schedule commencing January 1, 1999 was
agreed to by the Company and it's chief executive officer.

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

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

Notwithstanding the above schedule for payments, other than a life insurance
policy to cover death benefits, the Company has not specifically designated
funds with which to meet these payment requirements.  In view of its continuing
total indebtedness as well as its need for operating capital, there can be no
assurance that the Company will be able to satisfy the terms of this new
agreement in full or in part.  Should such unfavorable circumstances occur, the
terms of the agreement may have to again be renegotiated to better match the
Company's then-current financial circumstances.  The previously mentioned Life
Insurance policy had a cash surrender value at December 31, 1998 of
approximately $4,000, which is included in other assets.

<PAGE>
                             DIONICS, INC.

                     NOTES TO FINANCIAL STATEMENTS

                          SEPTEMBER 30, 1999




NOTE 5 -  LOANS PAYABLE -

First Mortgage Loan:

A new loan agreement was entered into between Dionics, Inc. and the Money Store
Commercial Mortgage Inc. effective 12/31/1998.

The loan in the principal amount of $384,685 requires 360 monthly self
liquidating payments.  Interest is calculated on the unpaid principal balance
at an initial rate of 8.23% per annum.  The interest rate on the loan is
variable depending on an independent index related to the yield of United
States Treasury Notes.  This rate change will occur once every 60 months.

$358,232 of the above proceeds were used to satisfy the balance of the Mortgage
due D.A.N. Joint Venture in full.

Term Loans:

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

Certain 1990 loans were replaced by a new term loan in the principal amount of
$283,850, (Term Loan A") structured over two five-year periods.  During the
first five-year period ended 3/31/99, the Company paid interest only.  During
the second five-year period commencing 4/1/99  the balance due will be repaid
over 60 equal monthly installments, plus interest at prime plus two percent on
the unpaid balance.

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

Another Term Loan ("Term Loan C") stemming from the Original Mortgage has a
face amount of $167,500 and carries the same interest rate and payment terms
over two five-year periods as the new $283,850 Term Loan A described in the
Paragraph above.

In conjunction with the refinancing of the old mortgage D.A.N. Joint Venture
confirmed and acknowledged that the old mortgage note was paid in full, that
all accrued interest above the 2% stated rate and the principal and any accrued
interest on Term Loan C was forgiven, discharged and cancelled.

<PAGE>
                             DIONICS, INC.

                     NOTES TO FINANCIAL STATEMENTS

                          SEPTEMBER 30, 1999





NOTE 6 -       STOCK OPTION PLAN

In September 1997, the Board of Directors of the Company adopted the 1997
Incentive Stock Option Plan (the "1997 Plan") for employees of the Company to
purchase up to 250,000 shares of common Stock of the Company.  Options granted
under the 1997 plan are "incentive stock options" as defined in Section 422 of
the Internal Revenue Code.  Any stock options granted under the 1997 Plan shall
be granted at no less than 100% of the fair market value of the Common Stock of
the Company at the time of the grant.  As of December 31, 1998, options to
acquire 120,000 shares of Common Stock have been granted under the 1997 Plan.
All of such options were granted on September 11, 1997 and have an exercise
price of $.38 per share.  As of September 30, 1999, 130,000 options were
available for future grant.



NOTE 7 -  INCOME TAXES:

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

Year of Origin     Amount      Carry Forward
                               Expires In

1990               $285,700    2005

1991                 65,600    2006

1992                233,200    2007

                   $584,500

<PAGE>

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

A.  LIQUIDITY AND CAPITAL RESOURCES

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

     The Second Quarter of 1999 showed the benefits of the new outsourcing
strategy, with shipping volume up by 86 percent from the First Quarter.  Third
Quarter 1999 shipping levels were, however, negatively impacted mostly by a
large customer's temporary rescheduling to permit a change in ownership of the
affected product lines.  As the Fourth Quarter is opening, the scheduling has
been put back to earlier status, and shipping is resuming at prior rates.  In
addition, a second large customer who had placed their product on hold while
redesigning, has now reinstated the schedule for that item.  The outlook
therefore is for a resumption of stronger shipping, moving out of the vacation-
burdened Third Quarter into the Fourth, and hopefully improved enough to cause
the year's total to exceed that of 1998.

     Also worth noting, the Company had successfully refinanced its real estate
mortgage loan in December 1998 and thus avoided the need to make a March 1999
$350,000 "balloon" payment on its previous mortgage loan.  As a requirement of
the refinancing process, the Company's property also underwent an independent
appraisal that showed it to have a current market-value that is $750,000 HIGHER
than the heavily-depreciated value shown on the Company's balance sheet.  This
suggests that the "true" Net Worth of the Company at September 30, 1999 is a
STRONGLY positive $784,400 instead of the MARGINALLY positive $34,400 arrived
at by more conventional accounting methods.

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

     The ratio of the Company's Total Current Assets to Total Current
Liabilities remains a healthy 3.88-to-1 at September 30, 1999, and Working
Capital also remains strong at a level of $1,002,800.  Management  has
continued its search for additional Working Capital to provide further growth
momentum for the Company.  Contacts are always active with several potential
lenders or acquirors, and it is believed that continued improvements in the
Company's operating performance and balance sheet should enhance those efforts,
although no assurance of success can be given. For the immediate future, at
least, the Company is well able to support its current operations.

B.   RESULTS OF OPERATIONS

     Sales in the Third Quarter of 1999 fell 17.3 percent from the same period
last year, showing $433,100 in the current period versus $523,900 in the Third
Quarter of 1998.  This reduction occurred largely because of the temporarily
reduced schedules stemming from new ownership of a key customer's product-line,
plus re-design delays from another key customer, all compounded by vacation
delays in the Third Quarter.  All these issues appear resolved as we enter the
Fourth Quarter.  Although the Company's new outsourcing strategy requires a
larger Work-In-Process inventory, this new approach is helping the Company deal
more effectively with its large backlog for photovoltaic (PV) Solid State
Relays and MOSFET-drivers.    One very bright spot has been the growth in total
order backlog from $900,000 at December 31, 1998 to over $1.2 million at
September 30, 1999.

     Gross Profit dropped to 29.5 percent in the Third Quarter of 1999 as
compared to 34.6 percent in the 1998 Third Quarter, based on reduced sales
volume. Selling, General and Administrative Expenses, remaining essentially
unchanged in absolute dollar terms, rose as a percent of Sales to 21.8 percent
in the current period versus 17.4 percent in the prior year's Third Quarter.

     In the Third Quarter of 1999, the Company showed a Net Profit of $30,800
as compared to a Net Profit of $78,900 in the same period last year, a decrease
of 60.1 percent.

     For the First Nine-Months of 1999, the Company saw its Sales volume rise
3.6 percent, reaching $1,438,300 in the current period versus $1,388,400 in the
First Nine-Months of 1998.  The Gross Profit margin for the First Nine-Months
of 1999 rose to 31.9 percent as compared to 31.4 percent in the First Nine-
Months of 1998.  Selling, General & Administrative Expenses were largely
unchanged, but dropped on a percentage basis to 19.5 percent in the First Nine-
Months of 1999 as compared to 19.6 percent in the same period last year.

     For the First Nine-Months of 1999 the Company showed a Net Profit of
$142,900 as compared to a Net Profit of $127,100 in the First Nine-Months of
1998, an increase of 12.4 percent.  This improvement occurred in spite of an
increase of $16,100 in the Company's interest expenses related to a new phase
in its debt repayment schedule.

     Addressing the bigger, longer-term picture, the Company has made great
strides in dealing with its debt situation as well as its need for currently
profitable operations.  Although the Company's performance was adversely
affected in the First Quarter by its new outsourcing strategy, the  higher
shipping results of the Second Quarter proved the strategy to be a valid one.
Getting past customer-scheduling problems in the Third Quarter lead us now to
expect further improvements in the Fourth Quarter.

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

C.   YEAR 2000 ISSUE

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

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

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

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

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


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


<PAGE>
                     PART II  -  OTHER INFORMATION


Item 1.   Legal Proceedings

          None


Item 2.   Changes in Securities

          None


Item 3.   Defaults Upon Senior Securities

          None


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

          None


Item 5.   Other Information

          None


Item 6.   Exhibits and Reports on Form 8-K

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

          (b)Reports on Form 8-K.  Listed below are Current Reports on Form 8-K
filed by the Registrant during the fiscal quarter ended September 30, 1999:

           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: November 11, 1999        By: /s/Bernard Kravitz
                                    Bernard Kravitz,
                                    President

Dated: November 11, 1999        By: /s/Bernard Kravitz
                                    Bernard Kravitz,
                                    Principal Financial Officer