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, 2004

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

    For the transition period from            to


                 Commission file number 0-8161


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


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

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

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

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

                  Yes   [  X   ] No   [      ]

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

    Common, $.01 par value per share: 3,683,678 outstanding
     as of May 1, 2004 (excluding 164,544 treasury shares)

<PAGE>

                   FORWARD-LOOKING STATEMENTS

     This Form 10-QSB contains certain forward-looking statements
and  information that reflect the expectations of  Dionics,  Inc.
(the  "Company") about its future operating results,  performance
and    opportunities   that   involve   substantial   risks   and
uncertainties.   When  used  in  this  Form  10-QSB,  the   words
"anticipate",   "believe",  "estimate",  "plan",   "intend"   and
"expect" and similar expressions, as they relate to Dionics, Inc.
for  its management are intended to identify such forward-looking
statements.   These  forward-looking  statements  are  based   on
information currently available to the Company and are subject to
a  number  of risks, uncertainties, and other factors that  could
cause  the  Company's actual results, performance, prospects  and
opportunities  to differ materially from those expressed  in,  or
implied  by, these forward-looking statements.  Certain of  these
factors   are   discussed   under  the  caption  "Forward-Looking
Statements" in  Part I, Item 1 "Description of Business"  of  the
Company's  Annual  Report  on Form  10-KSB  for  the  year  ended
December 31,  2003.  Except as required by the Federal Securities
Law,  the  Company does not undertake any obligation  to  release
publicly  any  revisions  to  any forward-looking  statements  to
reflect  events or circumstances after the date of this Form  10-
QSB or for any other reason.



                PART I - FINANCIAL INFORMATION

                         DIONICS, INC.


                 Index to Financial Information
                  Period Ended March 31, 2004



     Item
                                                Page

     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       16


     Item 3 - Controls and Procedures             17


<PAGE>


                         DIONICS, INC.


                         March 31, 2004


     The financial information herein is unaudited.  However,  in

the   opinion  of  management,  such  information  reflects   all

adjustments  (consisting  only  of  normal  recurring   accruals)

necessary to a fair presentation of the results of operations for

the  periods  being reported.  Additionally, it should  be  noted

that  the  accompanying  condensed financial  statements  do  not

purport  to be complete disclosures in conformity with  generally

accepted accounting principles.

     The  results of operations for the three months ended  March

31,  2004  are  not  necessarily indicative  of  the  results  of

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

     These  condensed  statements should be read  in  conjunction

with  the  Company's  financial statements  for  the  year  ended

December 31, 2003.



<PAGE>

                          DIONICS, INC.

                          BALANCE SHEETS



                                            MARCH 31,    DECEMBER 31,
                                             2004            2003
                                          (UNAUDITED)     (AUDITED)


                         A S S E T S


CURRENT ASSETS:
  Cash                                   $   39,900      $   13,300
  Accounts Receivable Trade
    (Less Estimated Doubtful
    Accounts of $7,300 in 2004 and
    2003 (Notes 2 and 6)                     83,600          54,400
  Inventory - (Notes 2, 3 and 6)            309,500         368,500
  Prepaid Expenses and Other
    Current Assets                           12,800          24,300

             Total Current Assets           445,800         460,500


PROPERTY, PLANT AND
  EQUIPMENT - (Notes 2 and 6)
    (At Cost Less Accumulated
      Depreciation of $1,695,400
      in 2004 and $1,693,600 in
      2003)                                  69,000          70,800


DEPOSITS AND OTHER ASSETS - (Notes 2 and 5)  36,500          39,700


     Total                               $  551,300      $  571,000




All amounts have been rounded to the nearest $100.

See Independent Auditors Report.

The accompanying notes are an integral part of this statement.

<PAGE>

                          DIONICS, INC.

                          BALANCE SHEET

                                           MARCH 31,    DECEMBER 31,
                                              2004         2003
                                          (UNAUDITED)    (AUDITED)

                      L I A B I L I T I E S

CURRENT LIABILITIES:
  Current Portion of Long-Term
    Debt - (Note 5)                       $    8,700     $   42,400
  Accounts Payable                            98,900        137,200
  Accrued Expenses                            68,300         36,300

     Total Current Liabilities               175,900        215,900


Long-Term Debt Less Current
  Maturities - (Note 5)                      672,300        674,800
Deferred Compensation Payable -
  (Note 4)                                   501,000        501,000


     Total Liabilities                     1,349,200      1,391,700


COMMITMENT (Note 9)

                SHAREHOLDERS' EQUITY (DEFICIENCY)

Common Shares - $.01 Par Value
  Authorized 5,000,000 Shares
    Issued 3,848,222 Shares in 2004
    and    3,848,222 in 2003 - (Note 5)       38,400         38,400
Additional Paid-in Capital                 1,522,800      1,522,800
(Deficit)                                 (2,138,500)    (2,161,300)

                                            (577,300)      (600,100)

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

     Total Shareholders'
     (Deficiency) Equity                    (797,900)      (820,700)


      Total                               $  551,300     $  571,000




All amounts have been rounded to the nearest $100.

See Independent Auditors Report.

The accompanying notes are an integral part of this statement.

<PAGE>


                          DIONICS, INC.

                CONDENSED STATEMENTS OF OPERATIONS


                                                   THREE MONTHS ENDED
                                                        MARCH 31,
                                                  2004           2003
                                               (UNAUDITED)    (UNAUDITED)

SALES                                          $  366,500    $  163,100

COSTS AND EXPENSES:
  Cost of Sales (Including Research and
    Development Costs)                            249,200       160,000
  Selling, General and
    Administrative Expenses                        86,100        86,800

     Total Costs and Expenses                     335,300       246,800

NET INCOME (LOSS) FROM OPERATIONS                  31,200       (83,700)

DIVIDENDS AND OTHER INCOME                            -0-         1,200

                                                   31,200       (82,500)

OTHER DEDUCTIONS:
  Interest Expense                                  7,600        11,300


NET INCOME (LOSS) FOR THE PERIOD BEFORE
  INCOME TAXES                                     23,600       (93,800)


INCOME TAXES - Note 8                                 800           800


NET INCOME (LOSS) FOR THE PERIOD                 $ 22,800     $ (94,600)


NET INCOME (LOSS) PER SHARE
  Primary                                        $   .006      $  (.026)

  Diluted - Note 7                               $     -       $     -

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

    Diluted    - Note 7                                -             -




All amounts have been rounded to the nearest $100.

The accompanying notes are integral part of this statement


<PAGE>

                          DIONICS, INC.

                     STATEMENTS OF CASH FLOWS

                                                       THREE MONTHS ENDED
                                                            MARCH 31,
                                                       2004           2003
                                                   (UNAUDITED)    (UNAUDITED)

CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:
  Net Income (Loss)                                $   22,800    $  (94,600)
  Adjustment to Reconcile Net Income (Loss)
    to Net Cash Provided from Operating
    Activities:
      Depreciation and Amortization                     1,800         1,600
  Changes in Operating Assets and Liabilities:
    (Increase) Decrease in Accounts Receivable        (29,200)       20,400
    Decrease (Increase) in Inventory                   59,000       (15,000)
    Decrease (Increase) in Prepaid Expenses
      and Other Current Assets                         11,500       (18,300)
    Decrease (Increase) in Deposits and
      Other Assets                                      3,200           800
    (Decrease) in Accounts Payable                    (38,300)      (34,700)
    Increase in Accrued Expenses                       32,000        40,100
    Decrease in SBA Loan Receivable                       -0-       255,800

     Net Cash Provided from
        Operating Activities                           62,800       156,100


CASH FLOWS (USED IN) INVESTING ACTIVITIES:
  Purchase of Equipment                                   -0-       (10,400)


CASH FLOWS (USED IN) FINANCING ACTIVITIES:
   (Repayment) of Debt                                (34,100)      (31,600)
   Equipment Leasing Obligations                       (2,100)        9,900

      Net Cash Used In Financing Activities           (36,200)      (21,700)


NET INCREASE IN CASH                                   26,600       124,000


CASH - Beginning of Period                             13,300        28,200


CASH - End of Period                                $  39,900     $ 152,200







All amounts have been rounded to the nearest $100.

The accompanying notes are integral part of this statement.

<PAGE>

                          DIONICS, INC.

                  NOTES TO FINANCIAL STATEMENTS

               MARCH 31, 2004 AND DECEMBER 31, 2003



NOTE 1 -  BUSINESS:

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


NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Going Concern Opinion

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

As shown in the financial statements, the Company realized net income
of $22,800 for the three months ended March 31, 2004 and had incurred
substantial net losses for each of the past two years.  At March 31,
2004 total liabilities exceeded total assets by $797,900.

In the opinion of management, had the market value of the Company's real
estate property, rather than its greatly depreciated book value been
included with the Company's assets, then the Company's total assets
would have exceeded total Company liabilities by approximately $150,000.

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

Basis of Accounting

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

Cash and Cash Equivalents

The Company considers money market funds to be cash equivalents.

Merchandise Inventory

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

<PAGE>


                            DIONICS, INC.

                    NOTES TO FINANCIAL STATEMENTS

                MARCH 31, 2004 AND DECEMBER 31, 2003




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

Research and Development

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


Property, Plant and Equipment

Property, Plant and Equipment is stated at cost less accumulated
depreciation and amortization.  Expenditures for renewals and
improvements that significantly extend the useful 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 have
been charged to operations over the period of expected service.


Bad Debts

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


<PAGE>

                            DIONICS, INC.

                    NOTES TO FINANCIAL STATEMENTS

                MARCH 31, 2004 AND DECEMBER 31, 2003





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

Deferred Mortgage Costs

Costs related to the Wachovia Small Business Capital Mortgage 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

Major Customers:

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

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements
and related notes to financial statements.  Changes in such estimates
may affect amounts reported in future periods.



NOTE 3 -  INVENTORY:

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

                                      March 31,         December 31,
                                         2004               2003
                                     (Unaudited)        (Audited)
          Finished Goods               $ 49,600          $ 76,700
          Work-in-Process               179,500           216,000

          Raw Materials                  34,000            42,700
          Manufacturing Supplies         46,400            33,100

                 Total                 $309,500          $368,500


<PAGE>



                            DIONICS, INC.

                    NOTES TO FINANCIAL STATEMENTS

                MARCH 31, 2004 AND DECEMBER 31, 2003





NOTE 4 -  DEFERRED COMPENSATION PAYABLE:

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

In connection with the refinancing of the Wachovia Small Business
Capital (see Note 5)  a modified deferred compensation payment schedule
commencing January 1, 1999 was agreed to by the Company and its chief
executive officer.

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

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

Notwithstanding the above schedule for payments, other than a life
insurance policy to cover death benefits, the Company has not
specifically designated funds with which to meet these payment
requirements.  In view of its continuing total indebtedness as well as
its need for operating capital, there can be no assurance that the
Company will be able to satisfy the terms of this new agreement in full
or in part.  Should such unfavorable circumstances occur, the terms of
the agreement may have to be renegotiated again to match the Company's
then-current financial circumstances.

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

The previously mentioned life insurance policy had a cash surrender
value at March 31, 2004 of $122,700 and is shown net of loans of
$121,300 under other assets.




<PAGE>



                            DIONICS, INC.

                    NOTES TO FINANCIAL STATEMENTS

                MARCH 31, 2004 AND DECEMBER 31, 2003




                                              March 31,     December 31,
                                                2004         2003
NOTE 5 -  LOANS PAYABLE -

          First Mortgage Loan:

          A new loan agreement was entered into
          between Dionics, Inc. and Wachovia
          Small Business Capital effective
          12/31/1998.

          The loan in the principal amount of
          $384,685 requires 360 monthly self
          liquidating payments.  Interest is
          calculated on the unpaid principal
          balance at an initial rate of 8.23%
          per annum.  The interest rate on the
          loan is variable depending on an
          independent index related to the
          yield of United States Treasury
          Notes.  This rate change will occur
          once every 60 months.  Effective
          April 1, 2004 the interest rate
          changed to 6.16% per annum              $367,400    $368,000

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

          Term Loans:

          Term Loan A - Due D.A.N. Joint Venture       -0-      22,000


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

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

<PAGE>



                            DIONICS, INC.

                    NOTES TO FINANCIAL STATEMENTS

                MARCH 31, 2004 AND DECEMBER 31, 2003


                                              March 31,     December 31,
                                                2004         2003
NOTE 5 -  LOANS PAYABLE - (Continued)

          SBA Loan.

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

          Payment Terms

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

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

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

          Collateral.

          Dionics, Inc. will provide the
          following collateral:

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

          1. Trust Deed/Mortgage held by
          Wachovia Small Business Capital
          with a balance of $367,400 and
          $368,000 as of March 31, 2004 and
          December 31, 2003 respectively.

<PAGE>



                            DIONICS, INC.

                    NOTES TO FINANCIAL STATEMENTS

                MARCH 31, 2004 AND DECEMBER 31, 2003




                                                 March 31,     December
31,
                                                   2004         2003
NOTE 5 -  LOANS PAYABLE - (Continued)

          SBA Loan.

          Equipment Lease

          A 60 month equipment lease was entered
          into between the Company and Marlin
          Leasing Corp. for a Sharp Copying
          Machine.  The lease term was for
          an initial term of 60 monthly
          payments of $170.                         7,800        8,400

          Total Loan Payable                      681,000      717,200

          Less: Amount due within one year          8,700       42,400

               Long-Term Portion                 $672,300     $674,800



NOTE 6 -  COLLATERALIZED ASSETS -

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


NOTE 7 -  STOCK OPTION PLAN

In September 1997, the Board of Directors of the Company adopted the
1997 Incentive Stock Option Plan (the "1997 Plan") for employees of the
Company to purchase up to 250,000 shares of common Stock of the Company.
Options granted under the 1997 plan are "incentive stock options" as
defined in Section 422 of the Internal Revenue Code.  Any stock options
granted under the 1997 Plan shall be granted at no less than 100% of the
fair market value of the Common Stock of the Company at the time of the
grant.  As of December 31, 2003, options to acquire 192,500 shares of
Common Stock have been granted under the 1997 Plan which includes (i)
120,000 options originally granted on September 11, 1997 and repriced
on February 21, 2003 in order to reduce the exercise price from $.38 to
$.10 per share and (ii) 68,500 additional options granted on February
21, 2003 with an exercise price of $.10 per share and (iii) 4,000
additional options granted on April 8, 2003 with an exercise price of
$.20 per share.  As of December 31, 2003, 57,500 options were available
for future grant.  Since the average market price of the Company's
Common Stock was below the exercise option for the three months ended
March 31, 2004, the options were anti-dilutive.

<PAGE>

                            DIONICS, INC.

                    NOTES TO FINANCIAL STATEMENTS

                MARCH 31, 2004 AND DECEMBER 31, 2003




NOTE 8 -  INCOME TAXES:

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

               Year of Origin   Amount      Carry Forward
                                            Expires In

                    1992      $  115,200          2007

                    2001         373,000          2021

                    2002         603,000          2022

                    2003         275,000          2023

                              $1,366,200



NOTE 9 -  COMMITMENT

The Company has an agreement with its chief executive officer to pay to
his widow or estate for a period of five (5) years following his death
an amount per year equal to the annual salary being earned by him at the
time of his death, provided that he was in the employ of the Company at
the time of his death.  Such arrangements had previously been funded by
life insurance policies owned by the Company on his life, but currently
remains unfunded.



<PAGE>


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

LIQUIDITY AND CAPITAL RESOURCES

      As was described in the MD&A section of the recent 2003 10-
KSB  report, the Company approached year-end 2003 with almost all
its  cash  reserves  depleted. This was a direct  result  of  the
grindingly  poor  business environment of  the  last  few  years.
Although  not  on  a  consistently  rising  curve,  however,  the
quarterly  performance  during  2003  had  shown  some  signs  of
encouragement  and  year-over-year  totals  showed  a  reasonable
improvement. Nonetheless, negative cash flow had left the Company
a financial "basket-case."

      At literally the last minute, Management was successful  in
raising  critically needed "survival" funds by contacting  a  few
customers  it  felt had a special reason for wanting  Dionics  to
survive.  That  reason, for the most part, was that  Dionics  was
supplying them a vitally needed product that could not easily  be
replaced elsewhere. We were fortunate to find one satisfied, long-
term customer who also saw Dionics as a "partner" in its own view
of  business  relationships. They not only agreed to  immediately
purchase  inventory  they  would not actually  need  for  several
years, but even agreed to advance payment for a large portion  of
it. In Management's opinion, this one act alone saved the Company
from  extinction, and we are truly indebted to this customer  for
our very survival.  As we review the First Quarter 2004 operating
results,  it  becomes  clear that they are  responsible  for  our
dramatic  and profitable 125% increase in quarterly Sales.  Under
the category of "good news buried within the good news," however,
we  also  point out that even without the First Quarter shipments
to  our  "benefactor"  customer, we  would  have  shown  a  still
meaningful  34%  increase over last year's  First  Quarter.  And,
early  in  the Second Quarter, as this document is being written,
there  is  evidence that the improving business climate continues
to offer encouragement.

      So our "anonymous by his own request" benefactor provided a
life-line  to  hold  us  above  water,  and  generally  improving
business conditions now encourage us to believe once again in our
own  longer-term survival. Emboldened by recent positive  events,
therefore,  we have resumed, once again, our efforts  to  provide
more than just survival. Armed with what we (and others) consider
some  very interesting technology, the Company has been  recently
seeking  additional sources of Working Capital, needed to exploit
that  technology and finance its growth. We are pleased to report
that  recent  efforts  have brought us  to  the  stage  of  final
negotiations  with one such source, and we are  hopeful  of  very
shortly announcing completion of a successful first-stage funding
agreement.  Although we are encouraged to believe in a successful
outcome  to  these negotiations, we cannot offer  any  guarantees
beyond our best efforts.

      It  is also notable that during the First Quarter of  2004,
the Company completed its debt-repayment obligations to The Cadle
Company,  under terms of a loan that originated with  Apple  Bank
for  Savings  in  1994 and was sold to Cadle shortly  thereafter.
Removing this debt from the picture eases the Company's cash flow
requirements  by  more  than $10,000 per month,  in  addition  to
removing all debt-related encumbrances on the Company's operating
assets.

      At  March  31, 2004, Working Capital stood at $269,900,  up
slightly from $244,600 at December 31, 2003. Working Capital  one
year ago, at March 31, 2003, stood at $422,100, largely due to  a
then-recent influx of SBA loan proceeds. Subsequent negative cash
flows caused Working Capital to diminish, although examining  the
above amounts suggests that the negative trend has now bottomed.

RESULTS OF OPERATIONS

     Sales volume for the First Quarter of 2004 reached $366,500,
as  compared  to both $163,100 in the same period last  year  (an
increase of 125 %) and $140,600 in the First Quarter of 2002.  As
was  explained earlier, most, but not all, of this  increase  was
the  result of a one-time special sales arrangement with  one  of
the  Company's very special customers. Even without the  shipping
to  our  "special" customer, however, Sales

<PAGE>

would have  increased
approximately 34%, and current conditions give cause for  further
optimism.  While it is unlikely that Second Quarter Sales  volume
can  reach that of the uniquely-influenced First Quarter, we  are
optimistic  it  will  compare favorably  to  last  year's  Second
Quarter  volume. We must, however, still point out  that  longer-
term visibility remains quite limited and so our optimism is best
considered of the cautious variety.

      Due  to  the considerably higher Sales volume in the  First
Quarter,  most  cost  elements showed  a  substantial  percentage
improvement  over those of 2003.  Gross Profit  rose  to  32%  of
Sales  in the current period, as compared to only 2% of Sales  in
the  same  period last year. Selling, General and  Administrative
Expenses  dropped  to 23.5% of Sales in the  current  period,  as
compared  to  53.2%  in the same period last year,  although  the
actual  dollar  amounts  were almost identical.  Increased  Sales
volume  on  a largely fixed-cost structure was mainly responsible
for these improvements.

      Results  of Operations showed a Profit of  $31,200  in  the
First  Quarter of 2004, as compared to a Loss of $83,700  in  the
same period of 2003. Net Results for the current period showed  a
Profit  of $22,800 as compared to both a Loss of $94,600  in  the
same period last year and a Loss of $195,400 in the First Quarter
of 2002.

      In  spite  of  its  cash shortages, the  Company  continued
pursuing  improvements in its products and  technology.  Although
numerous  older  products  contributed  modestly  to  sales,  our
serious  growth  potential  is found  in  our  micro-photovoltaic
products (MOSFET-drivers and Solid State Relays) and in our newer
patent-pending LED-based Silicon lighting chips.

      Financial circumstances for the Company are still  tenuous,
although considerably improved from the "high-wire act"  we  have
been  performing recently. Although we are not sure we enjoy  the
continuing  "circus-like" frame of reference,  it  does  seem  as
though, just when we thought the rabbit-supply had reached  zero,
we  managed to pull a few more out of the hat. Rather than  going
quietly  into  the  night, and although we remain  somewhat  fog-
bound, Dionics may finally be heading toward the light.

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


Item 3.   Controls and Procedures.

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

<PAGE>

                   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.  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.

     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)

          (b)  Reports on Form 8-K.

     Listed  below are reports on Form 8-K filed during  the
     fiscal quarter ended March 31, 2004.

     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 17, 2004           By:/s/ Bernard Kravitz
                              Bernard Kravitz, President


Dated: May 17, 2004           By:/s/ Bernard Kravitz
                              Bernard   Kravitz,   Principal
                              Financial Officer