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, 1999

[ ] 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: $1,970,400.

As of March 1, 2000, the aggregate market value of the Common Stock
held by non-affiliates of the Issuer (2,519,808 shares) was
approximately $4,015,900.  The number of shares outstanding of the
Common Stock ($.01 par value) of the Issuer as of the close of
business on March 1, 2000 was 3,683,678 (excluding 164,544 treasury
shares).

      Documents Incorporated by Reference:  None

     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.  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 1999.

     (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, 1999, sales were made equal to approximately 10% or more of the
Company's sales:

                                      Approximate
                                      Percentage
                Name                  of Business

                Customer "A"          22.4%
                Customer "B"          21.3%
                Customer "C"          11.0%

     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.

     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, 1998
$902,000, and at December 31, 1999 $1,364,000.

     (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:

                           1997    -  $40,000
                           1998    -  $45,000
                           1999    -  $50,000

     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 31.
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").

     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 on the OTC Bulletin Board and  in the "pink
sheets" promulgated by the National Quotation Bureau, Inc.  Until
July 31, 1989, the Company's Common Stock was quoted on the National
Association of Securities Dealers Automated Quotation System
(NASDAQ).  In addition from May 21, 1985 to February 3, 1989, the
Common Stock of the Company was quoted on the NASDAQ National Market
System.

     The following table sets forth the range of the high and low
bid quotations for the Company's Common Stock for each period
indicated during 1998 and 1999.


               Period               Bid Prices

               1998               High    Low
               First Quarter      1.00    7/16
               Second Quarter     7/8     3/8
               Third Quarter      5/8     3/8
               Fourth Quarter     7/8     5/16

               1999               High    Low
               First Quarter      3/4     3/8
               Second Quarter     13/16   .32
               Third Quarter      1-1/4   1/4
               Fourth Quarter     5/8     1/2

     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.

     (b)  Holders.

     As of March 1, 2000 there were approximately 382 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

     The year-ended December 31, 1999 was one of several mixed
trends in both operating and financial categories.  The Company
found it increasingly necessary to outsource certain direct-labor
manufacturing operations because of the general shortage of labor in
its geographic location.  In turn, this produced a major increase in
its manufacturing cycle-time, and resulted in significant increases
in the Raw Materials and Work-in-Process inventories.  Fortunately,
the Company's cash position was such that it was able to fund those
inventory increases.

     The Company also experienced some unexpected large-customer
"holds" put on delivery schedules in the Third and Fourth Quarters,
reducing the expected shipping levels.  Related to internal issues
at two customers, one situation has been completely resolved and the
other is almost completely resolved.  The combined effects of the
above developments worked against the Company's otherwise positive
growth trends, and caused it to have an essentially "flat" year with
only insignificant increases in Sales and Net Earnings compared to
1998.  Nonetheless, the results did "squeak" past the prior year's,
and thus provided the fourth consecutive year of increasing Sales
and Net Profits since the Company's return to profitability in 1996.
Prospects for future growth are also brightened by the Company's
achieving a record year-end order-backlog, in the amount of
$1,364,000.

     Recuperating from the effects of numerous adverse business
conditions tracing as far back as 1987 and, working only with its
very limited, sometimes "negative" Working Capital, the Company has
not only survived, but appears to have solidly "turned the corner".
In view of the favorable outlook for continued annual improvements,
it may be useful to briefly review some of the key developments that
have helped bring the Company to its presently improved status.

     Effective January 31, 1994, the Company had signed a
"RESTRUCTURING AGREEMENT between DIONICS, INC. and APPLE BANK FOR
SAVINGS," successfully completing negotiations for the full
restructuring of all its debts with that Bank.  During the previous
three years, the Company's inability to pay either interest or
principal had kept its loans in a non-performing "default" status,
culminating finally in the sale of one of its two factory buildings
in order to partially reduce its debt-balance.  With the signing of
this new Agreement, the previous default condition was cured, an
amount of $376,147 in past-due interest was forgiven, and numerous
other favorable changes were made to the debt and payment
obligations of the Company.

     In addition to the benefits of the above Agreement, by the
end of December 1994 favorable settlements of several other large
Accounts Payable debts had provided the Company with $112,900 more
in Forgiveness of Indebtedness, further easing its debt obligations.
(In September 1994 the above loans were purchased from Apple Bank by
D.A.N. Joint Venture, a Limited Partnership, and an affiliate of The
Cadle Company.  All terms and conditions remain unchanged.)

     By December 31, 1995, the Company had also fully met certain
financial performance standards called for in the new Bank
Agreement, and thus qualified for additional Forgiveness of both
Debt and Deferred Interest for a total of $213,300.  See Note 5 to
the financial statement for a more detailed description of the
Restructuring Agreement.  Subsequently, with profitable performances
in 1996, 1997, 1998 and 1999 the Company generated considerable
further improvements to its financial condition.

     It is noteworthy that in December 1998 the Company
successfully refinanced its real-estate mortgage loan and thus
avoided the need to make a March 1999 "balloon" payment of $350,000.
Also, as a requirement of the refinancing process, the Company's
property underwent an independent appraisal that showed it to have a
then-current market-value that 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, 1999 is
$859,400 instead of $109,400 arrived at by more conventional
accounting methods.

     Notwithstanding the excellent financial performance of 1999,
it was still concluded by Management that, in view of the near-term
cash needs for the Company's debt and other obligations, the
expenditure of a significant portion of its cash resources for
fully-audited financial reports would not be wise.  Instead, as in
1998, the Company utilized its non-independent accounting firm for
this filing. On a related subject, the Company learned on March 10,
2000, only 20 days before its March 30th required filing date, that
lack of a much more costly, "independently-audited" financial report
would now prevent the Company's stock from being compliant with the
recently tightened Over-the-Counter Bulletin Board eligibility
requirements, thus resulting in its stock being de-listed.  Should
this removal action occur, however, it is Management's understanding
that quotations for the stock will continue to be reported on the
National Quotation Bureau's "Pink Sheets".

     Further concerning the need for the Company to maximize its
cash position is the fact that during 1999 it began facing certain
new payment obligations that will require substantial cash on hand.
See 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 a
total of $451,350 in debts, plus interest.  These payments will be
in addition to the recently reduced monthly obligations of the
Deferred Compensation Agreement, beginning January 1, 1999.  At
present, although the combined effects of the above obligations
represent substantial cash requirements, it is the opinion of
Management that current cash reserves plus anticipated cash flow
from operations should permit them to be met.

     Conversely, relieving the Company's cash requirements was the
recently completed refinancing of its real-estate mortgage loan.
The favorable 8.23% new interest rate for five years pales by
comparison, however, to the benefits of having avoided a $350,000
"balloon" payment that was due in March 1999.  Critical to the
securing of that very desirable refinancing was the willingness of
the Company's Chief Executive Officer to accept the new lender's
demand for a further amendment of his Deferred Compensation
Agreement in which certain monthly payments to him were
significantly reduced and delayed.  (See Note 4.)  Therefore, to
compensate the Chief Executive, and to provide security for his
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 1999 was $526,100 as
compared to $606,100 at year-end 1998 and $473,400 at year-end 1997.
The ratio of Total Current Assets to Total Current Liabilities was
3.21:1 at year-end 1999 as compared to 4.27:1 at year-end 1998 and
5.58:1 at year-end 1997.  The downward trend in the last two years
resulted from Cash reduction for debt repayment and recent increases
in the Current portions of Long-Term Debt plus Deferred Compensation
Payable.  Nonetheless, to the extent that the Current ratio is
indicative of near-term financial strength, the above level of
3.21:1 may be considered a very positive sign for the Company.

     Working Capital continued to improve, reaching $1,075,900 at
year-end 1999 as compared to $1,002,900 at year-end 1998 and
$862,300 at year-end 1997.  The positive trend reflects generally
improving operations over the last few years, with the obvious
upgrading of the Company's LIQUIDITY.  Capital expenditures in 1999
and 1998 were not at material levels, but may increase moderately in
2000.

     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 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 and now a positive $109,400 at year-end 1999.  In
addition, as was noted  earlier, the Company's real-estate property
was independently appraised 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 December
31,1999 is a positive $859,400 as opposed to a positive $109,400
arrived at by 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.  Management is
very encouraged by recent improvements in both those directions.

B.    RESULTS OF OPERATIONS

     Operations for 1999 showed $1,970,400 in Sales volume as
compared to $1,943,700 in1998 and $1,801,500 in 1997.  Net Profits
for 1999 were $217,900 as compared to $214,700 for 1998 and $146,100
in 1997.

     The Gross Profit margin for 1999 reached 34.7% as compared to
33.2% for 1998 and 29.8% in 1997.  Selling, General and
Administrative Expenses were 20.4% for 1999, rising slightly from
the 19.6% level of 1998 and 20.1% level of 1997.

     Research and Development expenditures rose slightly to
$50,000 in 1999, from $45,000 in 1998 and $40,000 in 1997.  These
levels reflect primarily the limited funds available for R&D, as
well as continuing emphasis on the sale 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 for 1999 was $100,300 as compared to $68,000
in 1998 and $65,400 in 1997.  The recent increase reflects the fact
that the Company has entered a different phase of its Bank 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.  With the 1993 sale of one of
its two buildings and the subsequent Debt Restructuring Agreement,
the first problem was put onto a manageable basis.  The Company is
no longer in default and appears able, for the foreseeable future,
to manage its debt obligations under the new debt repayment
schedule.  The Company was also 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 during 1998 with
the refinancing of the Company's real-estate mortgage loan and the
resulting avoidance of a $350,000 "balloon" payment that would have
been due in March 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 four consecutive years of increasing
profits.  Another bench-mark of progress is the fact that the
Company ended the year of 1999 with a record order back-log, in
excess of $1.3 million.  This follows the Company's having done a
remarkable job of both surviving with little or no working capital
and also managing to consistently make slow but steady improvements
in financial performance.  While earlier cost-reduction efforts were
able to keep the Company alive, it was only through increases in
Sales volume in the years 1996 through 1999 that the Company was
able to show any profits.  The Company must now continue to
stimulate increased use of its photovoltaic (PV) Solid State relay
and PV MOSFET-driver product-lines, where prospects for growth look
excellent, the latter product having found an area of potentially
significant growth in the medical electronics market.  Management is
determined to continue pursuing growth in Sales and Profits, and to
succeed in this challenge as it has in the challenges of both 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,
and encountered a slight delay in 1999, now appears closer to the
brink of success as we enter the year 2000.

C.   YEAR-2000 ISSUE

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

     Prior to the year 2000, the Company determined that its
critical software (primarily widely-used software packages) and all
of its critical business systems, including manufacturing
instrumentation, were already year 2000 compliant, and as of the
date of this report, no significant problems had been encountered.
However, there can be no assurance that this will continue to be the
case, and there are also continuing risks to the Company's
operations from year 2000 failures by third parties, such as
suppliers.  In this regard, the Company continues to monitor the
situation.

     The Company previously initiated communications with third
parties with whom the Company has material direct and indirect
business relationships in order to determine the extent to which the
Company's business is vulnerable to the third parties' failure to
make their systems year 2000 compliant.  Based upon the  information
gathered from such other third parties, the Company is not aware of
any material third party year 2000 risks which have not been
resolved.  As of the date of this report, the Company has not
experienced any significant year 2000 issues arising from third
parties.  The Company continues to maintain close contact with
critical suppliers with respect to such third parties' year 2000
compliance and any year 2000 issues that might arise at a later
date.

     The Company currently does not have a contingency plan in the
event year 2000 issues arise at a later date.  Such a plan will be
developed if it becomes necessary.  Although no assurance can be
given that there will be no interruption of operations due to year
2000 issues, the Company has not to date suffered any significant
problems and believes that it has reasonably assessed all of its
systems in order to ensure that the Company will not suffer any
material adverse effect in the future.

     The Company has used and will continue to use, if necessary,
internal resources to resolve  year 2000 issues. Costs incurred to
date by the Company have not been material and the Company estimates
that the total cost of these programs to date was less than $20,000.
No further substantial expenditures are currently planned.

     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 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   66    President, Secretary,     1969
                        Treasurer

Solomon Berkowitz 77    None(1)                   1975

     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.


     (1)  A partner in Ernest D. Loewenwarter & Co. LLP, Certified
     Public  Accountants, which firm performs non-audit accounting
     services for the Company.

     Identity of Executive Officers:


                                               Officer
Name             Age  Position                 Since

Bernard Kravitz  66   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.

     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, for more than the past five years,
been an officer and employee of the Company.

     (ii) Solomon Berkowitz is a certified public accountant and
has, for more than the past five years, been a partner in the
accounting firm of Ernest D. Loewenwarter & Co. LLP, which firm
performs non-audit accounting services for the Company.  During
1999, fees of $18,651 were billed by such firm.

     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, 1999, all Section 16(a) filing requirements applicable
to each person who, at any time during the fiscal year ended
December 31, 1999, was an officer, director and greater than ten
percent beneficial owner, were complied with except that Bernard
Kravitz filed one report late relating to one gift transaction made
by him.

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, 1999, 1998 and 1997, 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, 1999 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,     1999     $104,300      $0
President            1998     $101,600      $0
                     1997     $104,400      $0


Summary Compensation Table

Long-Term
Compensation

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

Bernard Kravitz,       1999           $0          $0
President              1998           $0          $0
                       1997           $0          $0
___________________________

     (1)  Does not include matching contributions paid by the Company
     for Mr. Kravitz during 1997, 1998 and 1999 of $2,556, $4,064
     and $4,018, 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 1997,
     1998 and 1999 on a life insurance policy it owns and
     maintains on the life of Mr. Kravitz.  Also, does not include
     $13,764 paid to Mr. Kravitz during 1999 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 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, 1999 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 1997, 1998 and 1999.

     Compensation of Directors:

     During the year ended December 31, 1999, the Company's one
non-employee director received no compensation for his services as
such and the Company presently intends that the same will be the
case for the year ending December 31, 2000.

     Stock Option Plan:

     In September 1997, the Board of Directors of the Company
adopted the 1997 Incentive Stock Option Plan (the "1997 Plan") for
employees of the Company to purchase up to 250,000 shares of Common
Stock of the Company.  Options granted under the 1997 Plan are
"incentive stock options" as defined in Section 422 of the Internal
Revenue Code.  Any stock options granted under the 1997 Plan shall
be granted at no less than 100% of the fair market value of the
Common Stock of the Company at the time of the grant.  As of
December 31, 1998, options to acquire 120,000 shares of Common Stock
have been granted under the 1997 Plan.  No options were granted
during 1999.  All of such options were granted on September 11, 1997
and have an exercise price of $.38 per share.  As of December 31,
1999, 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, 2000, 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       916,402(2)(3)    24.9%
65 Rushmore Street
Westbury, NY

Sherman Gross         231,920(3)       6.3%
848 Newburgh Ave.
Woodmere, NY

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

Solomon Berkowitz     15,548           0.4%
15 Story St.
Brooklyn, NY

All Directors
& Officers           931,950          25.3%
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.

     (2)  Includes 903,824 shares of record and 12,578 shares owned by
     Mrs. Phyllis Kravitz, Mr. Bernard Kravitz' wife.

     (3)  Does not include 100,287 shares owned by the Company's
     Savings and Investment Plan under section 401(k) of the
     Internal Revenue Code, for which Mr. Kravitz and Mr. Gross
     serve as trustees.


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.

     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.

                          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 24, 2000


     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,   3/24/2000
Bernard Kravitz          Treasurer,  Director
                         (Principal Executive
                         Officer and Principal
                         Financial Officer)

/s/Solomon Berkowitz     Director                3/24/2000
Solomon Berkowitz





           ERNEST D. LOEWENWARTER & Co. LLP
                 10 East 40th Street
            New York, New York 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, 1999 and December 31, 1998, 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 24,2000







                    DIONICS, INC.

                    BALANCE SHEET


                                         December 31,
                                    1999           1998
                                  (Unaudited)    (Unaudited)

A S S E T S



CURRENT ASSETS:
Cash                               $   526,500    $   606,100
Accounts Receivable Trade
(Less Estimated Doubtful
Accounts of $10,000 in 1999
and 1998)- Note 2                      357,000        262,100
Inventory - Notes 2 and 3              648,100        412,200
Prepaid Expenses and Other
Current Assets                          30,700         29,000

Total Current Assets                 1,562,300      1,309,400



PROPERTY, PLANT AND
EQUIPMENT - Notes 2
(At Cost Less Accumulated
Depreciation of $1,653,800
in 1999 and $1,647,800 in
1998)                                   82,000         48,400

DEPOSITS AND OTHER ASSETS
 - Note 2                               49,300         52,500

Total                               $1,693,600     $1,410,300



All amounts have been rounded to the nearest $100.
See Accountants' Review Report
The accompanying notes are an integral part of this statement.

                    DIONICS, INC.

                    BALANCE SHEET

                                          December 31,
                                       1999           1998
                                      (Unaudited)   (Unaudited)
L I A B I L I T I E S

CURRENT LIABILITIES:
Current Portion of Long-Term
Debt - (Note 5)                        $   93,600   $   70,500
Accounts Payable                          101,000       37,700
Accrued Expenses                           65,600       78,300
Deferred Compensation
Payable -
Current - (Note 4)                        226,200      120,000

Total Current Liabilities                 486,400      306,500

Long-Term Debt Less Current
Maturities - (Note 5)                     703,900      765,500
Deferred Compensation
 Payable -
Non-Current - (Note 4)                    393,900      446,800

Total Liabilities                       1,584,200    1,518,800


SHAREHOLDERS' EQUITY

Common Shares - $.01 Par Value
Authorized 5,000,000 Shares
Issued 3,848,222 Shares in 1999
and 1998 - (Note 6)                       38,400        38,400
Additional Paid-in Capital             1,522,800     1,522,800
(Deficit)                             (1,231,200)   (1,449,100)
                                         330,000       112,100
Less: Treasury Stock at Cost
164,544 Shares in 1999 and
164,544 in 1998                         (220,600)     (220,600)

Total Shareholder's Equity
 (Deficit)                               109,400      (108,500)

 Total                                $1,693,600    $1,410,300

All amounts have been rounded to the nearest $100.
See Accountants' Review Report.
The accompanying notes are an integral part of this statement.



                    DIONICS, INC.
               STATEMENT OF OPERATIONS

                                             DECEMBER 31,
                                        1999          1998
                                        (Unaudited)   (Unaudited)

SALES                                   $1,970,400    $1,943,700
COST AND EXPENSES:
Cost of Sales
 (Including Research
and Development Costs)                   1,285,300     1,297,900
Selling, General and
 Administrative
Expenses                                   403,100       381,000

Total Costs and Expenses                 1,688,400     1,678,900

NET INCOME FROM OPERATIONS                 282,000       264,800

DIVIDENDS AND OTHER INCOME                  38,000        19,600
                                           320,000       284,400
OTHER DEDUCTIONS:
Interest Expense                           100,300        68,000
NET INCOME FOR THE YEAR
BEFORE INCOME TAXES                        219,700       216,400
INCOME TAXES - Note 7                        1,800         1,700

NET INCOME FOR THE YEAR                 $  217,900    $  214,700

NET INCOME PER SHARE:
Primary                                 $     .059    $     .058
Diluted - Note 6                        $     .059    $     .058


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

Diluted (Note 6)                         3,717,412     3,726,035

All amounts have been rounded to the nearest $100.
See Accountants' Review Report.
The accompanying notes are an integral part of this statement.




                    DIONICS, INC.
               STATEMENT OF CASH FLOWS

                                            DECEMBER 31,
                                          1999        1998
                                       (Unaudited) (Unaudited)
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net Income                            $  217,900  $  214,700
Adjustment to Reconcile Net Income
to Net Cash Provided from
Operating Activities:
Depreciation and Amortization              9,300      11,700
Deferred Compensation and
Related Interest                          53,300      63,800
Changes in Operating
Assets and Liabilities:
(Increase) in Account Receivable         (94,900)    (69,800)
(Increase) in Inventory                 (235,900)    (52,700)
(Increase) in Prepaid Expenses
and Other Current Assets                  (1,700)     (3,600)
Decrease (Increase)
 in Deposits and Other
Assets                                       100     (32,300)
Increase (Decrease)
 in Accounts Payable                      63,300     (16,700)
(Decrease) Increase
 in Accrued Expenses                     (12,700)     21,100

Net Cash (Used In)
 Provided by Operating
Activities                                (1,300)    136,200

CASH FLOWS (USED IN)
 INVESTING ACTIVITIES:
Purchase of Equipment                    (39,800)     (9,900)

CASH FLOWS (USED IN)
FROM FINANCIAL ACTIVITIES:
(Repayment) Restructuring of Debt        (38,500)      6,400

NET (DECREASE) INCREASE IN CASH          (79,600)    132,70

CASH - Beginning of Year                 606,100     473,400

CASH - End of Year                     $ 526,500  $  606,100

All amount have been rounded to the nearest $100.
See Accountants' Review Report.
The accompanying notes are an integral part of this statement.


                    DIONICS, INC.

            NOTES TO FINANCIAL STATEMENTS

              DECEMBER 31, 1999 AND 1998



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.







                    DIONICS, INC.

            NOTES TO FINANCIAL STATEMENTS

              DECEMBER 31, 1999 AND 1998






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

Property, Plant and Equipment

Property, Plant and Equipment is stated at cost less accumulated
depreciation and amortization.  Expenditures for renewals and
improvements that significantly extend the useful life of assets are
capitalized for all assets. Depreciation is provided over the
estimated useful lives of the individual assets using the straight-
line method.  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 1/1/1999
b) Unamortized Prior Cost   16,200  94 Months

                           $52,000




                    DIONICS, INC.

            NOTES TO FINANCIAL STATEMENTS

              DECEMBER 31, 1999 AND 1998




NOTE 3 -  INVENTORIES:
                          December 31,    December 31,
                          1999            1998
                          (Unaudited)     (Unaudited)

Finished Goods            $ 27,800        $  35,800
Work-in-Process            339,900          258,600
Raw Materials              128,900           88,100
Manufacturing Supplies     151,500           29,700

     Total                $648,100         $412,200


NOTE 4 -  DEFERRED COMPENSATION PAYABLE:

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

In connection with the refinancing of the 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, 1999 of approximately $3,600, which is
included in other assets.

                    DIONICS, INC.

            NOTES TO FINANCIAL STATEMENTS

              DECEMBER 31, 1999 AND 1998




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 ends 3/31/99, the
Company pays 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.





                    DIONICS, INC.

            NOTES TO FINANCIAL STATEMENTS

              DECEMBER 31, 1999 AND 1998





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, 1999, 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, 1999, 130,000 options were available for future grant.



NOTE 7 -  INCOME TAXES:

Provision for Corporate Federal, State and Local Income taxes for
the year 1999 is as follows:

              Federal              None

              State and Local      $1,800

                                   $1,800


As of December 31, 1999 the Company had available a federal
operating loss carry forward of $316,600.  This net operating loss
originated in 1990 through 1992 and may be carried forward and
expires as follows:

Year of Origin    Amount Carry Forward   Expires In

1990              $ 17,800               2005

1991                65,600               2006

1992                233,200              2007

                   $316,600