SECURITIES AND EXCHANGE COMMISSION
            Washington, DC  20549

                 FORM 10-KSB

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

 For the fiscal year ended DECEMBER 31, 2000

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

        Commission file number 0-8161

                  DIONICS, INC.
(Name of Small Business Issuer 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                            (Zip Code)
executive offices)

Issuer's telephone number, including area code:  (516) 997-7474

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:
                      Common, par value $.01

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

Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of Registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

State Issuer's revenues for its most recent fiscal year:
$2,433,700.

As of March 1, 2001, the aggregate market value of the Common Stock
held by non-affiliates of the Issuer (2,855,708 shares) was
approximately $514,000.  The number of shares outstanding of the
Common Stock ($.01 par value) of the Issuer as of the close of
business on March 1, 2001 was 3,683,678 (excluding 164,544 treasury
shares).

  Documents Incorporated by Reference:  None

<PAGE>

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

PART I

Item 1.        Description of Business.

     (a)  Business Development.

     Dionics, Inc. (the "Registrant" or the "Company") was
incorporated under the laws of the State of Delaware on December
19, 1968 as a general business corporation.

     The Company has never been in bankruptcy, receivership or
any similar proceeding.

     The Company has never been involved in any material
reclassification, merger or consolidation.

     There have been no material changes in the mode of
conducting the business of the Company.

     (b)  Business of Issuer.

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

     (i)  The individual discrete components are predominantly
transistors, diodes and capacitors, intended for use in miniature
circuit assemblies called "hybrid micro-circuits".  In order to
facilitate their being easily assembled into the "hybrid" circuits
products by its customers, these products are supplied by the
Company in un-wired unencapsulated microscopic chip form.  A
variety of such components is supplied by the Company, some as
"standard" products which it offers to the industry at large, and
other as special or custom-tailored products which it manufactures
to certain specific electronic requirements of an individual
customer.

     Due to the rapidly changing needs of the marketplace, there
are continual shifts in popularity among the various chip
components offered by the Company.  Within the year, and from year
to year, a largely random variation in the needs of its customers
prevents any meaningful comparison among the many devices in this
category.  Taken as a whole, however, 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.  Due to unusual and proprietary
technology, the Company is able to produce high-voltage integrated
circuits higher than the average available in the industry.

<PAGE>

These are designed for specific high-voltage applications involved in
digital displays based on gas-discharge or vacuum fluorescence.

     For the most part, the Company's sales in this category of
product are standard circuits, designed by the Company, and offered
to the industry at large.  In some instances, customer-designed
circuits are produced and sold only to the sponsoring customer,
with specific electrical performance needed by that customer.

     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.  Both of these incorporate a
light emitting diode (LED) as the input and a dielectrically-
isolated (DI) array of photo-voltaic diodes which, in response to
the infra-red light input, generate a voltage as the output.
MOSFET drivers, or ISO-GATES, as the Company has named them, are
sold as a packaged combination of the LED and photo-voltaic chips.
Custom Solid State Relays also add the MOSFET output devices in the
same package along with certain other associated components.

     The percentage of total revenues for each of the three
product classes was in excess of fifteen (15%) percent in 2000.

     (ii) The Company has not invested any material amount of
assets in, nor has it announced, any new major product line in any
new industry segment.

     (iii)     Raw materials essential to the business of the
Company are readily available from many sources within the United
States.

     (iv) The Company has had nine (9) United States patents
issued to date.  Each patent is for a 17-year duration.  The
earliest patent was granted in 1971 and the latest in 1990.
Therefore, the expiration dates range from 1988 through 2007.  Of
those, the only material ones are those related to the Company's
high-voltage integrated circuits and high speed MOSFET-drivers, the
latter a relatively new product area for the Company.

     (v)  The business of the Company is not seasonal.

     (vi) Customers to whom, for the fiscal year ended
December 31, 2000, sales were made equal to approximately 10% or
more of the Company's sales:

                          Approximate
                          Percentage
     Name                 of Business

     Customer "A"             17.7%
     Customer "B"             16.5%
     Customer "C"              8.5%

     The actual names of the customers above referred to are not
set forth since the identity of such substantial customers is a
trade secret of the Company and deemed confidential.  Disclosure of
such names would be detrimental to the best interests of the
Company and its investors and would adversely affect the Company's
competitive position.

<PAGE>

     The loss of any of the above customers would have a material
adverse affect on the business of the Company.

     (vii)     Almost all of the orders for the Company's products
are by their terms cancelable, or their delivery dates may be
extended by a customer without penalty.  There can be no assurance
that any of the orders will become consummated sales.  Accordingly,
none of the orders that the Company has can be designated as
backlog.  With respect to orders that are believed to be firm, but
are nonetheless subject to cancellation, such backlog was at
December 31, 1999 approximately $1,364,000 and at December 31, 2000
approximately $933,000.

     (viii)    No material portion of the Company's business is
subject to renegotiation of profits or termination of contracts or
subcontracts at the election of the Government.

     (ix) The Company competes with numerous other companies
which design, manufacture and sell similar products.  Some of these
competitors have broader  industry recognition, have financial
resources substantially greater than the Company and have far more
extensive facilities, larger sales forces and more established
customer and supplier relationships than those which are available
to the Company.

     Competition in the industry is principally based upon
product performance and price.  The Company's competitive position
is based upon its evaluation of its products' superior performance
and its general pricing structure which Management believes is
favorable in its industry although the Company may suffer from
price competition from larger competitors whose facilities and
volume base enable them to produce a competitive product at a lower
price

     (x)  The estimated dollar amount spent during each of the
last three fiscal years on company-sponsored research and
development activities, determined in accordance with generally
accepted accounting principles are:

          1998 -  $45,000
          1999 -  $50,000
          2000 -  $55,000

     The amounts spent during  each of such years on customer-
sponsored research activities are not material.

     (xi) Compliance with Federal, State and local provisions
which have been enacted or adopted regulating the discharge of
materials into the environment or otherwise relating to the
protection of the environment has had no material effect upon the
Company's capital expenditures, earnings or competitive position.

     (xii)     The number of persons employed by the Company is 30.
The Company's employees are not represented by unions and/or
collective bargaining agreements.

Item 2.        Description of Property.

     The Company's executive offices are located at 65 Rushmore
Street, Westbury, New York, which property is owned by the Company
(sometimes herein referred to as the "Westbury Property").

<PAGE>

     The Company fully utilizes 65 Rushmore Street which
presently houses all of the Company's manufacturing facilities, as
well as all of its research, sales and management activities.

     The Company believes that its present facilities at 65
Rushmore Street are adequate for current operations.

Item 3.   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 4.   Submission of Matters to a Vote of Security-Holders.

     No matter was submitted during the fourth quarter of the
fiscal year covered by this report to a vote of security holders.


                   PART II

Item 5.   Market for Common Equity and Related Stockholder
          Matters.

     (a)  Market Information.

     The Company's Common Stock is traded in the over-the-counter
market and is quoted in the "pink sheets" promulgated by the Pink
Sheets LLC.  Until March 2000, the Company Common Stock was also
quoted on the OTC Bulletin Board. The following chart sets forth
the range of the high and low bid quotations for the Company's
Common Stock for each period indicated.

                                        Bid Prices

Period                             High           Low

Year ended December 31, 1999:

Jan. 1, 1999 to March 31, 1999     $0.75          $0.375
April l, 1999 to June 30, 1999     $0.8125        $0.32
July 1, 1999 to Sept. 30, 1999     $1.25          $0.25
Oct. 1, 1999 to Dec. 31, 1999      $0.625         $0.50

Year ended December 31, 2000:

Jan. 1, 2000 to March 31, 2000     $1.75          $0.4375
April l, 2000 to June 30, 2000     $0.7813        $0.125
July 1, 2000 to Sept. 30, 2000     $0.51          $0.25
Oct. 1, 2000 to Dec. 31, 2000      $0.32          $0.13

     The foregoing over-the-counter market quotations reflect
inter-dealer prices, without retail mark-ups, mark-downs or
commissions and may not necessarily represent actual transactions.

<PAGE>

     (b)  Holders.

     As of March 1, 2001 there were approximately 370 record
holders of the Company's Common Stock.

     (c)  Dividends.

     During the last two fiscal years of the Company, no cash
dividends have been declared or paid on the Company's Common Stock.

Item 6.        Management's Discussion and Analysis or Plan
               of Operation.

A.   LIQUIDITY AND CAPITAL RESOURCES

     Overall, performance in the year 2000 was the best in at
least ten years. During the year ended December 31, 2000, the
Company saw continuing growth in its sales volume and profits,
achieving the fifth consecutive such year since its return to
profitability in 1996. Following is a brief, selective historical
review.

     The Company has been steadily recuperating from the effects
of numerous adverse business conditions originating as far back as
1987, and working with very limited, sometimes "negative" Working
Capital, it has not only survived, but appears to have solidly
"turned the corner." Among many key developments in its return to
good financial status, the Company successfully refinanced its
real-estate mortgage loan in December 1998. As a requirement of
that refinancing process, the Company's property underwent an
independent appraisal that showed it to have a then-current market-
value which was $750,000 higher than the heavily-depreciated value
on the Company's balance sheet. This suggests that the "true" Net
Worth of the Company at December 31, 2000 is $1,118,700 instead of
the $368,700 arrived at by more conventional accounting methods.
One may even speculate that the market-value of the Company's real-
estate has appreciated still further in the last two years, causing
the "true" Net Worth to be yet higher.

     As an aid to meeting its increasingly varied production
requirements, the Company continued its outsourcing approach to
manufacturing, and was able in year 2000 to improve efficiency.
This had the beneficial effect of somewhat shortening the
manufacturing cycle-times, thus reducing the levels of raw material
and work-in-process inventories for certain products.
Notwithstanding the excellent financial performance of 2000, it was
still concluded by Management that, in view of near-term cash needs
for the Company's debt and other obligations, the expenditure of a
significant sum for independent, fully-audited  financial reports
would not be wise. Instead, as in 1999, the Company utilized its
non-independent accounting firm for this filing. On a related
subject, the Company had learned in March of 2000 that lack of the
much more costly "independently-audited" financial report would
result in its stock being de-listed from the OTC Bulletin Board,
due to their having recently tightened their eligibility
requirements. Quotations for the Company's stock have thus been
reported on the "Pink Sheets" since that time. The Company's
present accounting firm was not considered "independent" due to the
presence of one of its partners on the Company's Board of
Directors. The resignation of that partner as a Director in
December 2000, following many years of valuable but unpaid service,
cleared the way for the firm to serve as independent auditors for
the Form 10-KSB filing for year 2001. It is the Company's
intention, in view of its improved finances, to file an
independently-audited report for that year and to resubmit for
listing on the OTC Bulletin Board, although no assurance can be
given that that organization will consider the Company fully
compliant with all of its then-current requirements.

<PAGE>

     Starting in 1999 and continuing through 2000, the Company
began dealing with certain new  payment obligations related to
Notes 4 and 5 in the Financial Statement, entitled Deferred
Compensation Payable and Loans Payable, respectively. Commencing in
April 1999 the Company entered the second five-year period of its
Apple Bank Loan Agreement, and began the 60-month pay-down of
principal and interest on what had started as a debt of $451,350.
These payments are in addition to the reduced monthly obligations
of the Deferred Compensation Agreement, which began in January
1999. At present, although the combined effects of the above
obligations represent substantial cash requirements, it is the
opinion of Management that cash reserves plus anticipated cash flow
from operations should continue to permit them to be met.

     Conversely, the Company's cash requirements had been
relieved by the refinancing of its mortgage loan in December 1998,
which avoided the need for a March 1999 $350,000 "balloon" payment
on its prior loan. Critical to the securing of that very desirable
refinancing, however, was the willingness of the Company's Chief
Executive Officer to accept the new lender's demand for a further
amendment to his Deferred Compensation Agreement in which certain
monthly payments to him were both significantly reduced and
substantially delayed. (See Note 4.)  Therefore, to secure the
Chief Executive's remaining interests in the amended agreement, a
second-mortgage against the Company's real-estate property was
issued in his name.

     The Company's Cash account at year-end 2000 was $688,600 as
compared to $526,500 at year-end 1999 and $606,100 at year-end
1998. The ratio of  Total Current Assets to Total Current
Liabilities was 4.44:1 at year-end 2000 as compared to 3.21:1 at
year-end 1999 and 4.27:1 at year-end 1998. To the extent that the
Current Ratio is indicative of near-term financial strength, the
above level of 4.44:1 may be considered a very positive sign for
the Company.

     Working Capital also continued to improve, reaching
$1,311,700 at year-end 2000 as compared to $1,075,900 at year-end
1999 and $1,002,900 at year-end 1998. The positive trend reflects
generally improving operations over the last few years, with the
obvious upgrading of the Company's LIQUIDITY. Capital expenditures
in 2000 were still not at material levels, although slightly higher
than in 1999 and 1998.

     A further result of the Company's slow but steady
improvements over the last several years has been the upgrading of
its Net Worth. As far back as 1992 the Company's Net Worth was a
negative $1,273,000, which then progressed steadily to a negative
$730,300 in 1993, a negative $694,900 in 1994, a negative $527,300
in 1995, a negative $469,300 in 1996, a negative $323,200 in 1997,
a negative $108,500 in 1998, followed by a positive $109,400 in
1999 and now a positive $368,700 at year-end 2000. In addition, as
was noted earlier, the company's real-estate property was
independently appraised approximately two years ago with a market-
value $750,000 higher than the heavily depreciated value shown on
the Balance Sheet. This suggests that the "true" Net Worth of the
Company at year-end 2000 is a positive $1,118,700 as opposed to a
positive $368,700 arrived at by more conventional accounting
methods.

     Management has been continuing its search for sources of
additional financing to provide further growth momentum for the
Company. Several contacts are always active with potential lenders
or acquirors,  and it is believed that continuing 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, while making efforts to further
strengthen both profitability and positive cash flow results. While
it is still too early to ascertain any possible effects of the
recent  economic downturn on Company performance in 2001,
Management is alert to the potential need for "belt-tightening."

<PAGE>

B.   RESULTS OF OPERATIONS

     Operating results in year 2000 showed $2,433,700 in Sales
volume, an increase of  23.5 percent from the $1,970,400 level of
1999, and up from the $1,943,700 achieved in 1998. Net Profits in
year 2000 reached $259,300, an increase of 19.0 percent from the
$217,900 level of 1999 and up from the $214,700 achieved in 1998.
Increasing Sales and Profits stemmed from both new and old
products. The Gross Profit margin for 2000 was 32.6 percent, as
compared to 34.7 percent in 1999 and 33.2 percent in 1998.

     Research and Development expenditures rose slightly to
$55,000 in 2000, as compared to $50,000 in 1999 and $45,000 in
1998. These levels reflect both the limited funds available for R &
D, as well as the Company's continuing emphasis on sales of already
existing products. The Company has numerous fully-developed and
almost-fully-developed products which it is trying to market more
extensively, although it does engage in a certain amount of new
product development. As the higher priority needs for consistent
profitability and debt service are met, the Company may be free to
devote more resources to R & D.

     Interest Expense in 2000 was $101,400 as compared to
$100,300 in 1999 and $68,000 in 1998. The recent higher amounts
reflect the fact that the Company has entered a different phase of
its loan agreement, carrying higher interest rates.

     In recent years, the Company has been striving to correct
its two basic problems: past debts, primarily to the Bank, and the
need for currently profitable operations. Through the 1993 sale of
one of its two buildings and the subsequent Debt Restructuring
Agreement, the first problem was put onto a manageable basis. No
longer in default since that time, the Company appears well able,
for the foreseeable future, to manage its debt obligations under
the new debt repayment schedule. The Company had also been able to
further reduce that debt, first by meeting certain financial
performance standards in 1994 and 1995, and then through debt-
reduction payments that commenced in 1996. A major element of debt
relief was achieved in 1998 when the refinancing of the Company's
real-estate mortgage loan avoided a $350,000 "balloon" payment that
was due in 1999.

     Concerning its second basic problem, the need for currently
profitable operations, the Company appears to have solidly "turned
the corner" and has now shown five consecutive years of increasing
profits. In achieving that record, the Company has done a
remarkable job of surviving with little or no working capital yet
also managing to consistently make slow-but-steady improvements in
financial performance. While cost reduction efforts in earlier
years were able to keep the Company alive, it was only through
increasing Sales volume in the years 1996 through 2000 that the
Company was able to show improving Profits. Although facing a
recently slowed economy, the Company must continue to try to
stimulate increased use of its photovoltaic (PV) Solid State Relays
and PV MOSFET-drivers. Management is determined to continue
pursuing further growth in Sales and Profits, and to succeed in
this challenge as it has in the past challenges of debt-resolution
and the need to return to profitability. Risks of failure persist,
of course, as they do in any commercial venture, but the Company,
having struggled back from the brink of failure, sees that risk
receding further each year.


     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>

Item 7.        Financial Statements.

     See pages F-1 through F-10.   In addition, see Part II, Item
6 for information as to the Company's decision to file unaudited
financial statements.

Item 8.        Changes in and Disagreements with Accountants
               on Accounting and Financial Disclosure.

     None.


PART III

Item 9.   Directors, Executive Officers, Promoters and Control
          Persons; Compliance with  Section 16(a) of
          the Exchange Act.

     Identity of Directors:

                         Position and Offices   Director
Name              Age    with Company             Since

Bernard Kravitz   67     President, Secretary,    1969
                         Treasurer

David M. Kaye     46     None(1)                  2000



     (1)  A partner of Danzig Kaye Cooper & Fiore, LLP, which firm
     provides certain legal services to the Company.

     The term of office for each director is until the next
annual meeting of stockholders.  There are no arrangements or
understandings between any of the directors and any other persons
pursuant to which he was selected as director.  Solomon Berkowitz,
a director of the Company since 1975, resigned from such position
in December 2000.

     Identity of Executive Officers:


                                                  Officer
Name                Age  Position                 Since

Bernard Kravitz     67   President, Secretary,    1969
                         Treasurer

     The term of office for each officer is until the next annual
meeting of directors.  There are no arrangements or understandings
between the Company's sole officer and any other persons  pursuant
to which he was selected as an officer.

<PAGE>

     Identity of certain significant employees:

     The Company does not believe it has any significant
employees as defined in Item 401, Regulation S-B.

     However, in the event that it shall be determined that the
Company has such significant employees, then the response to this
item would require disclosure of otherwise non-public corporate
information, the disclosure of which would adversely affect the
Company's competitive position.

     Family Relationships:

     None.

     Business Experience:

     (i)  Bernard Kravitz has been President and a Director of
the Company since 1969 and Secretary and Treasurer since 1992.

     (ii) David M. Kaye has been a Director of the Company
since December 2000.  Mr. Kaye is an attorney and has been a
partner in the law firm of Danzig Kaye Cooper & Fiore, LLP
(formerly Danzig Garubo & Kaye, LLP) located in Florham Park, New
Jersey, since the firm's inception in February 1996.  Such firm
provides certain legal services to the Company. Since 1980, Mr.
Kaye has been a practicing attorney in the New York City
metropolitan area specializing in corporate and securities matters.
He is also currently a director of Nutrition Now, Inc., a company
which manufactures and markets nutritional products.

     During 2000, fees of $24,875  were paid to Danzig Kaye
Cooper & Fiore, LLP for services rendered in 2000 and for certain
prior periods.

     Involvement in Certain Legal Proceedings:

     None.

     Promoters and Control Persons:

     N/A

     Compliance with Section 16(a) of the Exchange Act:

     Section 16(a) of the Securities Exchange Act of 1934
requires the Company's directors and executive officers, and
persons who own more than ten percent of the Company's Common
Stock, to file with the Securities and Exchange Commission initial
reports of ownership and reports of changes of ownership of Common
Stock of the Company.  Officers, directors and greater than ten
percent stockholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file.

     To the Company's knowledge, with respect to the year ended
December 31, 2000, all Section 16(a) filing requirements applicable
to each person who, at any time during the fiscal year ended
December 31, 2000, was an officer, director and greater than ten
percent beneficial owner, were complied with.

<PAGE>

Item 10.  Executive Compensation.

     Summary Compensation Table:

     The following summary compensation table sets forth
information concerning the annual and long-term compensation for
services in all capacities to the Company for the years ended
December 31, 2000, 1999 and 1998, of those persons who were, (i)
serving as the chief executive officer of the Company or acting in
a similar capacity during the year ended December 31, 2000 and (ii)
the other most highly compensated executive officers of the
Company, whose annual base salary and bonus compensation was in
excess of $100,000 (the named executive officers):


                        Summary Compensation Table


                              Annual
                              Compensation(1)


Name and Principal  Fiscal
Position            Year      Salary         Bonus

Bernard Kravitz,    2000      $110,600       $0
President           1999      $104,300       $0
                    1998      $101,600       $0


                              Long-Term
                              Compensation

                              Restricted   Shares
Name and Principal  Fiscal    Stock        Underlying
Position            Year      Awards       Options

Bernard Kravitz,    2000      $0           0
President           1999      $0           0
                    1998      $0           0

___________________________

     (1)  Does not include matching contributions paid by the Company
     for Mr. Kravitz during 1998, 1999 and 2000 of $4,064, $4,018
     and $4,124, respectively, pursuant to the Company's Savings
     and Investment Plan under section 401(k) of the Internal
     Revenue Code and premiums paid by the Company during 1998,
     1999 and 2000 on a life insurance policy it owns and
     maintains on the life of Mr. Kravitz.  Also, does not
     include $113,764 paid to Mr. Kravitz during 2000 which
     amount represents payment for installments which were due to
     Mr. Kravitz for 1999 as well as for certain portions of
     2000 pursuant to the deferred compensation agreement entered
     into with Mr. Kravitz.  (See subsections "Bonus and Deferred
     Compensation" and "Compensation pursuant to plans" elsewhere
     herein under Item 10).

     Bonuses and Deferred Compensation:

     The Company has an agreement with  Bernard Kravitz, the sole
officer and a Director of the Company, 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 Mr. Kravitz 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 Mr.
Kravitz's life, but currently remains unfunded.

     In 1987, the Company entered into a salary continuation
agreement, amended in 1997 and 1998, which provides for a 72 month
schedule of payments to Bernard Kravitz (the "deferred compensation
agreement").  In connection with the refinancing of the Company's
mortgage loan (see Part III, Item 12), a modified deferred
compensation payment schedule commencing January 1, 1999 was agreed
to by the

<PAGE>

Company and Mr. Kravitz. The 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 the deferred compensation 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, 2000 of approximately $3,600, which is included in
other assets.  In connection with the refinancing  of the Company's
mortgage loan, the Company executed a mortgage subordinate to the
new first mortgage secured by the Company's Westbury Property in
favor of Mr. Kravitz to insure amounts due him under the deferred
compensation agreement.

     Compensation pursuant to plans:

     On July 1, 1985, the Company adopted a Savings and
Investment Plan intended to qualify as a defined  contribution plan
under section 401(k) of the Internal Revenue Code.  Internal
Revenue  approval was granted in 1986.  The plan, as amended,
provides that a member  (an eligible employee of the Company) may
elect to save no less than 1% and no more than 15% of that portion
of his compensation attributable to each pay period (subject to
certain limitations).  The Company shall contribute (matching
contributions) 100% of the first 3% of the member's contribution
and 50% of the next 2% of the member's contribution.  In addition,
the Company shall contribute such amount as it may determine for
each plan year (regular contributions) pro rata allocated to each
member subject to certain limitations.

     Any employee with one year of service may become a member of
the plan excluding employees covered by a collective bargaining
unit.

          Upon eligibility for retirement, disability (as defined in
the plan), or death, a member is 100% vested in his account.  Upon
termination of employment for any other reason,  a  member is 100%
vested in that portion of his account which he contributed and
vested in the balance of his account dependent upon years of
service as follows:

          Years                    Percentage

          Less than 2               0%
          2                        25%
          3                        50%
          4                        75%
          5 or more                100%

     See subsection "Summary Compensation Table" elsewhere herein
under Item 10 for information on matching contributions paid by the
Company for Mr. Kravitz during 1998, 1999 and 2000.

     Compensation of Directors:

     During the year ended December 31, 2000, no compensation was
paid to the Company's one non-employee incumbent director for his
services as such and the Company presently intends that the same
will

<PAGE>

be the case for the year ending December 31, 2001.  In
addition, no compensation was paid to a former non-employee
director of the Company (who resigned in December 2000) for his
services as such.

     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, 2000, options to acquire 120,000 shares of Common
Stock have been granted under the 1997 Plan.  No options were
granted during 2000.  All of such options were granted on September
11, 1997 and have an exercise price of $.38 per share.  As of
December 31, 2000, 130,000 options were available for future grant.
The 1997 Plan was subject to obtaining stockholder approval within
twelve months of the adoption of the 1997 Plan which approval was
obtained in September 1998.  None of the options granted under the
1997 Plan were granted to the executive officer named in the
Summary Compensation Table (Mr. Kravitz).

     Termination of Employment and Change of Control
Arrangements:

     None.

Item 11.  Security Ownership of Certain Beneficial Owners and
Management.

     The following table sets forth certain information regarding
the beneficial ownership of the Company's Common Stock as of March
1, 2001, by (i) each person who is known by the Company to own
beneficially more than 5% of the Company's outstanding Common
Stock; (ii) each of the Company's directors; and (iii) directors
and officers of the Company as a group:

                                           Percent(1)
Name and Address       Shares Owned        of Class

Bernard Kravitz        827,970(2)(3)         22.5%
65 Rushmore Street
Westbury, NY

Gregory Coleman        269,720                7.3%
59-09 Northern Blvd.
East Norwich, NY

David M. Kaye              -                   -
30A Vreeland Road
Florham Park, NJ

All Directors
& Officers             827,970               22.5%
as a Group (2 persons)
____________________________
     (1)  Based upon issued and outstanding shares computed as
     follows: 3,848,222 issued shares less 164,544 treasury
     shares resulting in 3,683,678 issued and outstanding shares.

<PAGE>

     (2)  Includes 815,392 shares of record and 12,578 shares owned by
     Mrs. Phyllis Kravitz, Mr. Bernard Kravitz' wife.

     (3)  Does not include 174,730 shares owned by Keith Kravitz,
     adult son of Bernard Kravitz.  Bernard Kravitz disclaims any
     beneficial ownership with respect to any shares owned by
     Keith Kravitz.  Also, does not include 76,347 shares owned
     by the Company's Savings and Investment Plan under section
     401(k) of the Internal Revenue Code, for which Mr. Kravitz
     serves as trustee.


Item 12.  Certain Relationships and Related Transactions.

     Effective as of 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").  Pursuant to the Restructuring
Agreement: (i) the Bank agreed to forgive $376,146.59 of accrued
and unpaid interest stemming from the Original Mortgage and the
1990 Loans; (ii) the 1990 Loans were replaced by a new term loan in
the principal amount of $283,850, (the "$283,850 Term Loan")
structured over two five-year periods; (iii) the remaining balance
of $750,000 outstanding on the Original Mortgage was replaced by a
new $415,000 Mortgage Loan (the "Mortgage Loan") plus two
additional Term Loans of $167,500 each (the "$167,500 Term Loan"
and the "Additional $167,500 Term Loan").

     Pursuant to the Restructuring Agreement, the $283,850 Term
Loan and the $167,500 Term Loan would also be convertible, at the
Bank's sole discretion, into Common Stock of the Company at prices
ranging from $.75 per share to $1.25 per share provided that the
Bank could not acquire more than 15 percent of the number of then
outstanding shares of the Company's Common Stock.  Such
convertibility rights expired upon payment in full of the balance
due on the Mortgage Loan (see below) which occurred on December 31,
1998.

     In addition, pursuant to the Restructuring Agreement, the
Bank agreed that contingent upon the Company achieving certain
financial performance levels during 1994 and 1995, the Bank would
forgive, at the end of the first five-year period, all the deferred
interest accrued on the $283,850 Term Loan and the $167,500 Term
Loan as well as all of the principal of and accrued interest on the
Additional $167,500 Term Loan.

     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
("D.A.N. Joint Venture").

     As of December 31, 1998, and pursuant to a loan agreement
entered into with The Money Store Commercial Mortgage, Inc. (now
known as First Union Small Business Capital), the Company obtained
a new mortgage loan in the principal amount of $384,685 (the "Money
Store Mortgage Loan").  Of such amount, $358,232 was used to
satisfy in full the balance due on the Mortgage Loan.  The Money
Store Mortgage Loan is secured by a first mortgage on the Company's
Westbury Property.

<PAGE>

     In connection with the above described refinancing, D.A.N.
Joint Venture confirmed and acknowledged that  all the deferred
interest accrued on the $283,850 Term Loan and the $167,500 Term
Loan was forgiven, discharged and canceled and that all of the
principal of and accrued interest on the Additional $167,500 Term
Loan was forgiven, discharged and canceled.

     As a result, the only remaining loans due D.A.N. Joint
Venture are the $283,850 Term Loan and the $167,500 Term Loan.
Such loans only paid interest during the first  five year period
which ended March 31, 1999.  During the second five-year period,
the balances due are required to be repaid over 60 equal monthly
installments, plus interest at prime plus two percent on the unpaid
balances. All of the Company's assets, other than the Westbury
Property, are pledged to the foregoing remaining loans due to
D.A.N. Joint Venture.


Item 13.  Exhibits, List and Reports on Form 8-K.

     (a)  Exhibits.

     3.1  Company's certificate of incorporation, as amended(1)
     3.2  Company's by-laws(1)
     4.1  Specimen of common stock certificate(1)
     10.1 Restructuring Agreement between Dionics, Inc. and
          Apple Bank for Savings dated as of January 31,
          1994(1)


     (1)  Previously filed and incorporated herein by reference.



     (b)  Reports on Form 8-K.

     Listed below are reports on Form 8-K filed during the last
quarter of the period covered by this report:

     None.

<PAGE>

                         SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto
duly authorized.

                    DIONICS, INC.
                    (Registrant)


                    By:  /s/ Bernard Kravitz
                         Bernard Kravitz, President


                    Dated:    March 22, 2001

     Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following persons
on behalf of the Registrant, and in the capacities and on the dates
indicated:

Signature               Title                      Date



/s/ Bernard Kravitz     President, Secretary,      3/22/01
Bernard Kravitz         Treasurer,  Director
                        (Principal Executive
                        Officer and Principal
                        Financial Officer)

/s/ David M. Kaye       Director                   3/22/01
David M. Kaye



<PAGE>

ERNEST D. LOEWENWARTER & CO. LLP
CERTIFIED PUBLIC ACCOUNTANTS
10 EAST 40TH STREET
NEW YORK, N.Y. 10016-0200








Dionics, Inc.
65 Rushmore Street
Westbury, N.Y. 11590



     We have reviewed the accompanying balance sheets of
Dionics, Inc., as of December 31, 2000 and December 31, 1999,
and the related statements of operations and cash flows for the
years then ended, in accordance with standards established by
the American Institute of Certified Public Accountants.  All
information included in these financial statements are the
representations of the management of Dionics, Inc.


     A review consists principally of inquiries of company
personnel and analytical procedures applied to financial data.
It is substantially less in  scope than an examination in
accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding
the financial statements taken as a whole.  Accordingly, we do
not express such an opinion.


     Based on our reviews, we are not aware of any material
modifications that should be made to the accompanying financial
statements in order for them to be  in conformity with
generally accepted accounting principles.

                          ERNEST D. LOEWENWARTER & CO. LLP
                          Certified Public Accountants



New York, N.Y.
February 22,2001


<PAGE>


DIONICS, INC.

BALANCE SHEET


                                December 31,
                              2000         1999
                          (Unaudited)  (Unaudited)


                     A S S E T S


CURRENT ASSETS:
Cash                      $   688,600 $  526,500
Accounts Receivable Trade
 (Less Estimated Doubtful
 Accounts of $10,000 in 2000
 and 1999)- Note 2            372,100     357,000
Inventory - Notes 2 and 3     604,700     648,100
Prepaid Expenses and Other
 Current Assets                27,700      30,700
   Total Current Assets     1,693,100   1,562,300



PROPERTY, PLANT AND
  EQUIPMENT - Notes 2
    (At Cost Less Accumulated
      Depreciation of $1,675,700
      in 2000 and $1,653,800 in
      1999)                    76,300      82,000

DEPOSITS AND
 OTHER ASSETS - Note 2         44,800      49,300

       Total               $1,814,200  $1,693,600




All amounts have been rounded to the nearest $100.


See Accountants' Review Report

The accompanying notes are an integral part of this statement.

<PAGE>

DIONICS, INC.

BALANCE SHEET

                                        December 31,
                                    2000           1999
                                 (Unaudited)   (Unaudited)
                   L I A B I L I T I E S

CURRENT LIABILITIES:
  Current Portion of Long-Term
    Debt - (Note 5)             $   93,900     $   93,600
  Accounts Payable                  82,600        101,000
  Accrued Expenses                  48,500         65,600
  Deferred Compensation Payable -
    Current - (Note 4)             156,400        226,200

     Total Current Liabilities     381,400        486,400

Long-Term Debt Less Current
  Maturities - (Note 5)            644,900        703,900
Deferred Compensation Payable -
  Non-Current - (Note 4)           419,200        393,900

     Total Liabilities           1,445,500      1,584,200


                       SHAREHOLDERS' EQUITY

Common Shares - $.01 Par Value
  Authorized 5,000,000 Shares
    Issued 3,848,222 Shares in 2000
    and 1999 - (Note 6)              38,400        38,400
Additional Paid-in Capital        1,522,800     1,522,800
               (Deficit)           (971,900)   (1,231,200)

                                    589,300       330,000
Less: Treasury Stock at Cost
  164,544 Shares in 2000 and
  164,544 in 1999                  (220,600)     (220,600)

     Total Shareholders'
       Equity (Deficit)             368,700       109,400


      Total                      $1,814,200    $1,693,600




All amounts have been rounded to the nearest $100.

See Accountants' Review Report.

The accompanying notes are an integral part of this statement.

<PAGE>

DIONICS, INC.

STATEMENT OF OPERATIONS

                                          DECEMBER 31,
                                     2000              1999
                                  (Unaudited)       (Unaudited)

SALES                             $2,433,700        $1,970,400


COST AND EXPENSES:
  Cost of Sales (Including Research
    and Development Costs)         1,641,000         1,285,300
  Selling, General
    and Administrative
    Expenses                         459,900           403,100

     Total Costs and Expenses      2,100,900         1,688,400


NET INCOME FROM OPERATIONS           332,800           282,000

DIVIDENDS AND OTHER INCOME            29,800            38,000

                                     362,600           320,000

OTHER DEDUCTIONS:
  Interest Expense                   101,400           100,300

NET INCOME FOR THE YEAR
  BEFORE INCOME TAXES                261,200           219,700


INCOME TAXES - Note 7                  1,900             1,800


NET INCOME FOR THE YEAR           $  259,300        $  217,900


NET INCOME PER SHARE:
  Primary                         $    .0704        $     .059

  Diluted - Note 6                $    .0680        $     .059


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

  Diluted (Note 6)                  3,811,291        3,717,412

All amounts have been rounded to the nearest $100.

See Accountants' Review Report.

The accompanying notes are an integral part of this statement.


<PAGE>

DIONICS, INC.

STATEMENT OF CASH FLOWS




                                            DECEMBER 31,
                                          2000        1999
                                      (Unaudited) (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income                         $  259,300   $  217,900

  Adjustment to Reconcile Net Income
    to Net Cash Provided from
    Operating Activities:
      Depreciation and Amortization      22,000        9,300
      Deferred Compensation and
         Related Interest - Net         (44,500)      53,300
  Changes in Operating
    Assets and Liabilities:
      (Increase) in Account Receivable  (15,100)     (94,900)
      (Increase) Decrease in Inventory   43,400     (235,900)
      (Increase) Decrease in
         Prepaid Expenses
         and Other Current Assets         3,000       (1,700)
       Decrease in Deposits
         and Other Assets                 4,500          100
       Increase (Decrease)
         in Accounts Payable            (18,400)      63,300
       (Decrease) in Accrued Expenses   (17,100)     (12,700)

       Net Cash Provided by
         (Used In) Operating
         Activities                     237,100       (1,300)

CASH FLOWS (USED IN) INVESTING ACTIVITIES:
  Purchase of Equipment                 (16,300)     (39,800)

CASH FLOWS (USED IN) FINANCIAL ACTIVITIES:
  (Repayment) Restructuring of Debt     (58,700)     (38,500)

NET INCREASE (DECREASE) IN CASH         162,100      (79,600)

CASH - Beginning of Year                526,500      606,100


CASH - End of Year                   $  688,600   $  526,500


All amount have been rounded to the nearest $100.

See Accountants' Review Report.

The accompanying notes are an integral part of this statement.

<PAGE>


DIONICS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2000 AND 1999



NOTE 1 -  BUSINESS:

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

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

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

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

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



NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Accounting

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

Cash and Cash Equivalents

The Company considers money market funds to be cash
equivalents.

Merchandise Inventory

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

<PAGE>

DIONICS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2000 AND 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
assets using the straight- line method.  Where possible current
write off are taken under Sec 179 of the Internal Revenue Code.
The following asset lives are in effect:

       Machinery 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 First Union Small Business
Capital(formerly Money Store Commercial Mortgage Inc.) 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 /1/1999
  b) Unamortized
     Prior Cost      16,200   94 Months

                    $52,000

<PAGE>

DIONICS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2000 AND 1999




NOTE 3 -  INVENTORIES:
                          December 31,      December 31,
                              2000              1999

                          (Unaudited)        (Unaudited)

    Finished Goods           $ 36,000         $ 27,800
    Work-in-Process           381,300          339,900
    Raw Materials             143,200          128,900
    Manufacturing Supplies     44,200          151,500

                  Total      $604,700         $648,100


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

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

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

Notwithstanding the above schedule for payments, other than a
life insurance policy to cover death benefits, the Company has
not specifically designated funds with which to meet these
payment requirements.  In view of its continuing total
indebtedness as well as its need for operating capital, there
can be no assurance that the Company will be able to satisfy
the terms of this new agreement in full or in part.  Should
such unfavorable circumstances occur, the terms of the
agreement may have to again be renegotiated to better match the
Company's then-current financial circumstances.  The previously
mentioned Life Insurance policy had a cash surrender value at
December 31, 2000 of approximately $2,300, which is included in
other assets.

<PAGE>


DIONICS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2000 AND 1999



NOTE 5 -  LOANS PAYABLE -

First Mortgage Loan:

A new loan agreement was entered into between Dionics, Inc. and
the First Union Business Capital (formerly 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,
which 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.  All
interest at prime plus two percent of the unpaid balance to be
paid with the final payment of the loan.


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

DECEMBER 31, 2000 AND 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, 2000, options to acquire 120,000
shares of Common Stock have been granted under the 1999 Plan.
All of such options were granted on September 11, 1997 and have
an exercise price of $.38 per share.  As of December 31, 2000,
130,000 options were available for future grant.



NOTE 7 -  INCOME TAXES:

Provision for Corporate Federal, State and Local Income taxes
for the year 2000 is as follows:

    Federal                    None

    State and Local          $1,900

                             $1,900


As of December 31, 2000 the Company had available a federal
operating loss carry forward of $126,100.  This net operating
loss originated in 1992 and may be carried forward and expires
as follows:

Year of Origin   Amount       Carry Forward
                              Expires In


1992             $126,100       2007

                 $126,100