Exhibit 31.2

                CERTIFICATION

I, Bernard Kravitz certify that:

     1.   I have reviewed this annual report on Form 10-KSB
of Dionics, Inc.;

     2.   Based on my knowledge, this report does not contain any
untrue statements of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this report;

     3.   Based on my knowledge, the financial statements, and
other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this report;

     4.   The small business issuer's other certifying officers and
I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-
15(e)) for the small business issuer and have:

          (a)  Designed such disclosure controls and procedures,
or caused such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating to the
small business issuer, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the
period in which this report is being prepared;

          (b)  Evaluated the effectiveness of the small business
issuer's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on
such evaluation; and

          (c)  Disclosed in this report any change in the small
business issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal quarter
(the small business issuer's fourth fiscal quarter in the case of an
annual report) (the small business issuer's fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonable
likely to materially affect, the small business issuer's internal
control over financial reporting; and

     5.   The small business issuer's other certifying officer(s)
and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the small business issuer's
auditors and the audit committee of the small business issuer's board
of directors (or persons performing the equivalent functions):

          (a)  All significant deficiencies and material
weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the small
business issuer's ability to record, process, summarize and report
financial information; and

          (b)  Any fraud, whether or not material, that involves
management or other employees who have a significant role in the small
business issuer's internal control over financial reporting.

Dated: March 30, 2004                   By: /s/ Bernard Kravitz
                                        Bernard Kravitz,
                                        Principal Financial Officer