|  |
|--|
|  |
|  |
|  |
|  |

FORM10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549

(Mark One)

|        |                                                                                       |
|--------|---------------------------------------------------------------------------------------|
|   | QUARTERLYREPORT PURSUANT TO SECTION13 OR 15 (d) OF THE SECURITIES EXCHANGEACT OF 1934 |

For the quarterly period ended September30, 2005

OR

|        |                                                                                        |
|--------|----------------------------------------------------------------------------------------|
|   | TRANSITIONREPORT PURSUANT TO SECTION13 OR 15 (d) OF THE SECURITIES EXCHANGEACT OF 1934 |

For the transition period from                 to                .

|  | Commission filenumber: 1-10986 |
|--|--------------------------------|

|                                                              |  |                                   |        |        |        |        |
|--------------------------------------------------------------|--|-----------------------------------|--------|--------|--------|--------|
| MISONIX,INC.                                                 |  |                              |        |   |   |   |
| (Exact name of registrant asspecified in itscharter)         |  |                              |        |   |   |   |
|                                                         |  |                              |   |   |
| NewYork                                                      |  | 11-2148932                        |
| (State or otherjurisdiction ofincorporation or organization) |  | (I.R.S.EmployerIdentificationNo.) |
|                                                         |  |                              |
| 1938New Highway, Farmingdale, New York                       |  | 11735                             |
| (Address of principal executive offices)                     |  | (ZipCode)                         |
|                                                              |

(631) 694-9555

(Registrant's telephone number, including areacode)

Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (orfor such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for thepast 90 days.

Yes             No 

Indicate by check mark whether the registrant is anaccelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes             No 

Indicate bycheck mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act).

Yes            No 

Indicate the numberof shares outstanding of each of the issuer's classes of commonstock, as of the latest practical date:

|                             |  |                                 |  |  |  |  |
|-----------------------------|--|---------------------------------|--|--|--|--|
| Classof Common Stock        |  | Outstanding atNovember 14 ,2005 |
| Common Stock, $.01 parvalue |  | 6,857,519                       |
|                             |

|  |
|--|
|  |
|  |
|  |
|  |

----

MISONIX, INC.

INDEX

|                                    |  |                                                                                                             |        |        |        |        |  |  |  |  |
|------------------------------------|--|-------------------------------------------------------------------------------------------------------------|--------|--------|--------|--------|--|--|--|--|
| PartI—FINANCIAL INFORMATION  |  | Page                                                                                                        |
| Item1.                             |  | FinancialStatements:                                                                                        |        |   |   |   |
|                               |  | Consolidated Balance Sheets asof September 30, 2005 (Unaudited) and     June 30, 2005   |        |   | 3      |   |
|                               |  | Consolidated Statements ofOperations Three months ended September 30, 2005 and  2004(Unaudited)             |        |   | 4      |   |
|                               |  | ConsolidatedStatements of Cash Flows Three months ended September 30, 2005 and2004 (Unaudited)              |        |   | 5      |   |
|                               |  | Notes toConsolidated Financial Statements                                                                   |        |   | 6      |   |
| Item2.                             |  | Management's Discussionand Analysis of Financial Condition and     Results ofOperations |        |   | 13     |   |
| Item 3.                            |  | Quantitativeand Qualitative Disclosures About Market Risk                                                   |        |   | 17     |   |
| Item 4.                            |  | Controls and Procedures                                                                                     |        |   | 17     |   |
| **Part II—OTHERINFORMATION** |  |                                                                                                        |   |   |
| Item 6.                            |  | Exhibits                                                                                                    |        |   | 19     |   |
| Signatures                         |  |                                                                                                        | 20     |   |
|                                    |

2

----

PART I - FINANCIALINFORMATION Item 1. Financial Statements.

MISONIX, INC.

CONSOLIDATED BALANCESHEETS

|                                                                                                                                                     |  |                   |            |             |  |        |            |         |  |  |
|-----------------------------------------------------------------------------------------------------------------------------------------------------|--|-------------------|------------|-------------|--|--------|------------|---------|--|--|
|                                                                                                                                                |  | September30, 2005 |            | June30,2005 |
|                                                                                                                                                |  | (Unaudited)       |            |        |
| **Assets**                                                                                                                                          |  |              |       |        |  |   |       |    |
| Currentassets:                                                                                                                                      |  |              |       |        |  |   |       |    |
| Cashand cashequivalents                                                                                                                             |  | $                 | 2,880,703  |        |  | $      | 2,484,534  |    |
| Accountsreceivable, less allowance for doubtful accounts of $454,906 and$405,998,respectively                                                       |  |              | 8,184,649  |        |  |   | 11,757,827 |    |
| Inventories                                                                                                                                         |  |              | 10,769,271 |        |  |   | 9,780,501  |    |
| Deferredincometaxes                                                                                                                                 |  |              | 1,032,644  |        |  |   | 964,426    |    |
| Income taxreceivable                                                                                                                                |  |              | 456,997    |        |  |   | 224,734    |    |
| Prepaidexpenses and other currentassets                                                                                                             |  |              | 1,015,076  |        |  |   | 1,336,104  |    |
| Totalcurrentassets                                                                                                                                  |  |              | 24,339,340 |        |  |   | 26,548,126 |    |
| Property,plant and equipment,net                                                                                                                    |  |              | 6,217,068  |        |  |   | 6,409,835  |    |
| Deferredincometaxes                                                                                                                                 |  |              | 312,734    |        |  |   | 244,769    |    |
| Goodwill                                                                                                                                            |  |              | 4,473,713  |        |  |   | 4,473,713  |    |
| Otherassets                                                                                                                                         |  |              | 425,227    |        |  |   | 409,493    |    |
| Totalassets                                                                                                                                         |  | $                 | 35,768,082 |        |  | $      | 38,085,936 |    |
| **Liabilitiesand stockholders'equity**                                                                                                              |  |              |       |        |  |   |       |    |
| Currentliabilities:                                                                                                                                 |  |              |       |        |  |   |       |    |
| Revolvingcreditfacilities                                                                                                                           |  | $                 | 1,364,957  |        |  | $      | 1,883,193  |    |
| Accountspayable                                                                                                                                     |  |              | 4,712,569  |        |  |   | 5,482,313  |    |
| Accruedexpenses and other currentliabilities                                                                                                        |  |              | 2,798,991  |        |  |   | 2,901,247  |    |
| Currentmaturities of long-term debt and capital leaseobligations                                                                                    |  |              | 400,574    |        |  |   | 376,148    |    |
| Totalcurrentliabilities                                                                                                                             |  |              | 9,277,091  |        |  |   | 10,642,901 |    |
|                                                                                                                                                |  |              |       |        |  |   |       |    |
| Long-termdebt and capital leaseobligations                                                                                                          |  |              | 1,204,609  |        |  |   | 1,240,324  |    |
| Deferredincometaxes                                                                                                                                 |  |              | 287,419    |        |  |   | 270,884    |    |
| Deferredincome                                                                                                                                      |  |              | 501,532    |        |  |   | 508,582    |    |
| Minorityinterest                                                                                                                                    |  |              | 345,424    |        |  |   | 329,085    |    |
| Stockholders'equity:                                                                                                                                |  |              |       |        |  |   |       |    |
| Commonstock, $.01 par value—shares authorized 10,000,000; 6,925,319 and6,902,752 issued, and 6,847,519 and 6,824,952 outstanding,respectively |  |              | 69,253     |        |  |   | 69,028     |    |
| Additionalpaid–incapital                                                                                                                      |  |              | 24,030,981 |        |  |   | 23,619,281 |    |
| Retainedearnings                                                                                                                                    |  |              | 295,803    |        |  |   | 1,601,166  |    |
| Treasurystock, 77,800shares                                                                                                                         |  |              | (412,424   | )      |  |   | (412,424   | )  |
| Accumulatedother comprehensiveincome                                                                                                                |  |              | 168,394    |        |  |   | 217,109    |    |
| Totalstockholders'equity                                                                                                                            |  |              | 24,152,007 |        |  |   | 25,094,160 |    |
|                                                                                                                                                |  |              |       |        |  |   |       |    |
| Totalliabilities and stockholders'equity                                                                                                            |  | $                 | 35,768,082 |        |  | $      | 38,085,936 |    |
|                                                                                                                                                     |

SeeAccompanying Notes to Consolidated FinancialStatements.

3

----

MISONIX, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS(UNAUDITED)

|                                                            |  |                                       |            |         |  |        |            |         |  |  |
|------------------------------------------------------------|--|---------------------------------------|------------|---------|--|--------|------------|---------|--|--|
|                                                       |  | Forthe three months endedSeptember30, |
|                                                       |  | 2005                                  |            | 2004    |
| Netsales                                                   |  | $                                     | 9,111,572  |    |  | $      | 10,500,066 |    |
| Costof goodssold                                           |  |                                  | 5,675,041  |    |  |   | 6,089,326  |    |
| Grossprofit                                                |  |                                  | 3,436,531  |    |  |   | 4,410,740  |    |
| Operatingexpenses:                                         |  |                                  |       |    |  |   |       |    |
| Sellingexpenses                                            |  |                                  | 1,561,634  |    |  |   | 1,439,809  |    |
| Generaland administrativeexpenses                          |  |                                  | 2,734,862  |    |  |   | 1,740,894  |    |
| Researchand developmentexpenses                            |  |                                  | 916,740    |    |  |   | 741,768    |    |
| Totaloperatingexpenses                                     |  |                                  | 5,213,236  |    |  |   | 3,922,471  |    |
| (Loss)income fromoperations                                |  |                                  | (1,776,705 | )  |  |   | 488,269    |    |
|                                                       |  |                                  |       |    |  |   |       |    |
| Otherincome(expense):                                      |  |                                  |       |    |  |   |       |    |
| Interestincome                                             |  |                                  | 24,109     |    |  |   | 1,285      |    |
| Interestexpense                                            |  |                                  | (55,334    | )  |  |   | (50,558    | )  |
| Option/licensefees                                         |  |                                  | 5,698      |    |  |   | 6,078      |    |
| Royaltyincome                                              |  |                                  | 210,000    |    |  |   | 245,000    |    |
| Miscellaneous                                              |  |                                  | (9,614     | )  |  |   | 1,534      |    |
| Totalother income                                          |  |                                  | 174,859    |    |  |   | 203,339    |    |
| (Loss)income before minority interest and incometaxes      |  |                                  | (1,601,846 | )  |  |   | 691,608    |    |
| Minorityinterest in net income of consolidatedsubsidiaries |  |                                  | 16,339     |    |  |   | 15,439     |    |
| (Loss)income before incometaxes                            |  |                                  | (1,618,185 | )  |  |   | 676,169    |    |
| Income tax(benefit)expense                                 |  |                                  | (312,822   | )  |  |   | 259,902    |    |
| Net(loss)income                                            |  | $                                     | (1,305,363 | )  |  | $      | 416,267    |    |
| Net(loss) income per share –Basic                    |  | $                                     | (.19       | )  |  | $      | ..06       |    |
| Net (loss) income per share –Diluted                 |  | $                                     | (.19       | )  |  | $      | ..06       |    |
| Weighted average common shares outstanding–Basic     |  |                                  | 6,832,622  |    |  |   | 6,741,786  |    |
| Weightedaverage common shares outstanding –Diluted   |  |                                  | 6,832,622  |    |  |   | 6,959,540  |    |
|                                                            |

SeeAccompanying Notes to Consolidated Financial Statements.

4

----

MISONIX, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS(UNAUDITED)

|                                                                                          |  |                                       |            |         |  |        |            |         |  |  |
|------------------------------------------------------------------------------------------|--|---------------------------------------|------------|---------|--|--------|------------|---------|--|--|
|                                                                                     |  | Forthe three months endedSeptember30, |
|                                                                                     |  | 2005                                  |            | 2004    |
| **Operatingactivities**                                                                  |  |                                  |       |    |  |   |       |    |
| Net (loss)income                                                                         |  | $                                     | (1,305,363 | )  |  | $      | 416,267    |    |
| Adjustmentsto reconcile net income to net cash provided by (used in)operatingactivities: |  |                                  |       |    |  |   |       |    |
| Baddebtexpense                                                                           |  |                                  | 65,358     |    |  |   | (63,510    | )  |
| Deferredincome taxbenefit                                                                |  |                                  | (119,095   | )  |  |   | (19,229    | )  |
| Depreciationandamortization                                                              |  |                                  | 421,017    |    |  |   | 188,068    |    |
| Loss ondisposal ofequipment                                                              |  |                                  | 39,356     |    |  |   | —    |    |
| Foreigncurrency exchangeloss                                                             |  |                                  | 6,131      |    |  |   | —    |    |
| Minority interestin net income ofsubsidiaries                                            |  |                                  | 16,339     |    |  |   | 15,439     |    |
| Stockoptioncompensation                                                                  |  |                                  | 273,963    |    |  |   | —    |    |
| Changesin operating assets andliabilities:                                               |  |                                  |       |    |  |   |       |    |
| Accountsreceivable                                                                       |  |                                  | 3,672,733  |    |  |   | (38,569    | )  |
| Inventories                                                                              |  |                                  | (1,038,889 | )  |  |   | (647,732   | )  |
| Incometaxreceivable                                                                      |  |                                  | (232,263   | )  |  |   | —    |    |
| Prepaidexpenses and other currentassets                                                  |  |                                  | 301,948    |    |  |   | (416,263   | )  |
| Otherassets                                                                              |  |                                  | (10,323    | )  |  |   | 739        |    |
| Accounts payableand accruedexpenses                                                      |  |                                  | (988,081   | )  |  |   | (818,893   | )  |
| Deferred(loss) income                                                                    |  |                                  | (7,050     | )  |  |   | 104,341    |    |
| Incometaxespayable                                                                       |  |                                  | —    |    |  |   | 105,046    |    |
| Netcash provided by (used in) operatingactivities                                        |  |                                  | 1,095,781  |    |  |   | (1,174,296 | )  |
| **Investingactivities**                                                                  |  |                                  |       |    |  |   |       |    |
| Acquisition ofproperty, plant andequipment                                               |  |                                  | (240,028   | )  |  |   | (109,858   | )  |
| Netcash (used in) investingactivities                                                    |  |                                  | (240,028   | )  |  |   | (109,858   | )  |
| **Financingactivities**                                                                  |  |                                  |       |    |  |   |       |    |
| Payments ofshort–termborrowings                                                    |  |                                  | (480,656   | )  |  |   | 311,388    |    |
| Principalpayments on capital leaseobligations                                            |  |                                  | (102,298   | )  |  |   | (72,653    | )  |
| Proceedsfrom exercise of employee stockoptions                                           |  |                                  | 137,962    |    |  |   | 47,000     |    |
| Payments oflong-termdebt                                                                 |  |                                  | (14,336    | )  |  |   | (13,164    | )  |
| Netcash (used in) provided by financingactivities                                        |  |                                  | (459,328   | )  |  |   | 272,571    |    |
|                                                                                     |  |                                  |       |    |  |   |       |    |
| Effectof exchange rate changes oncash                                                    |  |                                  | (256       | )  |  |   | (6,532     | )  |
| Netincrease (decrease) in cash and cashequivalents                                       |  |                                  | 396,169    |    |  |   | (1,018,115 | )  |
| Cashand cash equivalents at beginning ofperiod                                           |  |                                  | 2,484,534  |    |  |   | 4,839,866  |    |
| Cashand cash equivalents at end ofperiod                                                 |  | $                                     | 2,880,703  |    |  | $      | 3,821,751  |    |
| **Supplementaldisclosure of cash flowinformation:**                                      |  |                                  |       |    |  |   |       |    |
| Cashpaidfor:                                                                             |  |                                  |       |    |  |   |       |    |
| Interest                                                                                 |  | $                                     | 55,334     |    |  | $      | 50,558     |    |
| Incometaxes                                                                              |  | $                                     | 19,726     |    |  | $      | 349,005    |    |
| **Supplementaldisclosure of noncash investing and financingactivities:**                 |  |                                  |       |    |  |   |       |    |
| Capital leaseadditions                                                                   |  | $                                     | 142,801    |    |  | $      | 64,889     |    |
|                                                                                          |

SeeAccompanying Notes to Consolidated FinancialStatements.

5

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Misonix,Inc. Notes to Consolidated Financial Statements (Informationwith respect to interim periods isunaudited)

1.    Basisof Presentation

The accompanying unaudited consolidatedfinancial statements have been prepared in accordance with generallyaccepted accounting principles for interim financial information andwith the instructions to Form 10-Q and Article 10 of Regulation S-X.Accordingly, they do not include all of the information and footnotesrequired by accounting principles generally accepted in the UnitedStates for complete financial statements. In the opinion of management,all adjustments (consisting of normal recurring accruals) considerednecessary for a fair presentation have been included. Operating resultsfor the three months ended September 30, 2005 are not necessarilyindicative of the results that may be expected for the year ending June30, 2006.

The balance sheet at June 30, 2005 has been derivedfrom the audited financial statements at that date, but does notinclude all of the information and footnotes required by generallyaccepted accounting principles for complete financial statements.

For further information, refer to the consolidated financialstatements and footnotes thereto included in the Company's AnnualReport on Form 10-K for the year ended June 30, 2005.

2.    Net Income Per Share

Basic income per common shareexcludes any dilution. It is based upon the weighted average number ofcommon shares outstanding during the period. Dilutive earnings pershare reflects the potential dilution that would occur if options topurchase common stock were exercised. For the September 2005 Quarter,dilutive weighted average common shares outstanding of 340,460 wereexcluded from the diluted loss per share calculation, since the effectof including these options would have been anti-dilutive. The followingtable sets forth the reconciliation of weighted average sharesoutstanding and diluted weighted average shares outstanding:

|                                                   |  |                                         |           |        |  |        |           |        |  |  |
|---------------------------------------------------|--|-----------------------------------------|-----------|--------|--|--------|-----------|--------|--|--|
|                                              |  | Forthe Three Months Ended September 30, |
|                                              |  | 2005                                    |           | 2004   |
| Weighted average common sharesoutstanding         |  |                                    | 6,832,622 |   |  |   | 6,741,786 |   |
| Dilutive effect of stockoptions                   |  |                                    | —   |   |  |   | 217,754   |   |
| Diluted weighted average common sharesoutstanding |  |                                    | 6,832,622 |   |  |   | 6,959,540 |   |
|                                                   |

3.    ComprehensiveIncome

Total comprehensive (loss) income was $(1,354,078) and$306,893 for the three months ended September  30, 2005 and 2004,respectively. The components of comprehensive (loss) income are net(loss) income and foreign currency translation adjustments.

4.    Stock-Based Compensation

Prior to July 1, 2005, theCompany accounted for stock option plans under Statement of FinancialAccounting Standards ("SFAS") No. 123,"Accounting for Stock-Based Compensation"("SFAS 123"). 

6

----

Misonix,Inc. Notes to Consolidated Financial Statements (Informationwith respect to interim periods isunaudited)

As permitted under this standard, compensationcost was recognized using the intrinsic value method described inAccounting Principles Board Opinion No. 25 ("APB No.25"). Effective July 1, 2005, the Company adopted thefair-value recognition provisions of SFAS No. 123 (revised 2004),"Share-Based Payment" ("SFAS123R") and the Securities and Exchange Commission StaffAccounting Bulletin No. 107 using the modified-prospective transitionmethod; therefore, prior periods have not been restated. Compensationcost recognized in the three-month period ended September 30, 2005includes compensation cost for all share-based payments granted priorto, but not yet vested as of, July 1, 2005, based on the grant datefair value estimated in accordance with the original provisions of SFAS123, and compensation cost for all share-based payments grantedsubsequent to July 1, 2005, based on the grant date fair valueestimated in accordance with the provisions of SFAS 123R.

Stockoptions are granted with exercise prices not less than the fair marketvalue of the Company's common stock at the time of the grant,with an exercise term (as determined by the Committee administering theapplicable option plan (the "Committee")) notto exceed 10 years. The Committee determines the vesting period for theCompany's stock options. Generally, such stock options havevesting periods of immediate to three years. Certain option awardsprovide for accelerated vesting upon meeting specific retirement, deathor disability criteria. During the three month periods ended September30, 2005 and 2004, the Company granted options to purchase 69,000 and108,500 shares of the Company's common stock, respectively.

No stock-based compensation cost related to stock options wasrecognized in the statements of operations for the years ended June 30,2005 and 2004, as all options granted in these periods had an exerciseprice equal to the market price at the date of grant. As a result ofadopting SFAS No. 123R, the Company's loss before taxes and netloss for the three month period ended September 30, 2005 is $274,000and $204,000 higher, respectively, than if the Company had continued toaccount for stock-based compensation under APB No. 25. Compensationexpense is recognized in the administrative expenses line item of theCompany's statements of operations on a straight-line basis overthe vesting periods. There are no capitalized stock-based compensationcosts at September 30, 2005 and 2004. Basic and dilutive loss per sharefor the three month period ended September 30, 2005 would have been$(.16), if the Company had not adopted SFAS No. 123R, compared to thereported basic and dilutive loss per share of $(.19). As of September30, 2005, there was $448,000 of total unrecognized compensation costrelated to non-vested share-based compensation arrangements to berecognized over a weighted-average period of 2.2 years.

Thetotal cash received from the exercise of stock options was $138,000 and$47,000 for the three month periods ended September 30, 2005 and 2004,respectively, and are classified as financing cash flows. SFAS No. 123Rrequires that cash flows from tax benefits attributable to taxdeductions in excess of the compensation cost recognized for thoseoptions (excess tax benefits) be classified as financing cashflows.

7

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Misonix,Inc. Notes to Consolidated Financial Statements (Informationwith respect to interim periods isunaudited)

The fair values of the options grantedduring the three month periods ended September 30, 2005 and 2004 wereestimated on the dates of their grants using the Black-Scholesoption-pricing model on the basis of the following weighted averageassumptions:

|                                              |  |                   |  |                   |  |  |  |  |  |  |
|----------------------------------------------|--|-------------------|--|-------------------|--|--|--|--|--|--|
|                                         |  | September30, 2005 |  | September 30,2004 |
| Risk-free interestrate                       |  | 4.22%             |  | 3.50%             |
| Expectedlife                                 |  | 5 years           |  | 5 years           |
| Expectedvolatility                           |  | 53.5%             |  | 100.0%            |
| Expecteddividendyield                        |  | 0%                |  | 0%                |
| Weighted-averagefair value of optionsgranted |  | $3.85             |  | $6.06             |
|                                              |

The expectedlife was based on historical exercises and terminations. The expectedvolatility for the periods with the expected life of the options isdetermined using historical volatilities based on historical stockprices. The expected dividend yield is 0% as the Company hashistorically not issued dividends and does not expect to issue any inthe future.

Changes in outstanding options are asfollows:

|                                                 |  |         |           |                              |  |                                               |        |        |  |        |        |        |  |  |
|-------------------------------------------------|--|---------|-----------|------------------------------|--|-----------------------------------------------|--------|--------|--|--------|--------|--------|--|--|
|                                            |  | Options |           | WeightedAverageExercisePrice |  | WeightedAverageRemainingContractualTerm(yrs.) |
| Outstanding at June 30,2005                     |  |    | 1,908,075 |                         |  | $                                             | 5.66   |   |  |   |   |   |
| Granted                                         |  |    | 69,000    |                         |  |                                          | 7.60   |   |  |   |   |   |
| Exercised                                       |  |    | (22,567   | )                       |  |                                          | 6.11   |   |  |   |   |   |
| Forfeited                                       |  |    | (22,410   | )                       |  |                                          | 6.02   |   |  |   |   |   |
| Optionsoutstanding at September 30,2005         |  |    | 1,932,098 |                         |  | $                                             | 5.72   |   |  |   | 7      |   |
| Optionsvested at September 30,2005              |  |    | 1,716,598 |                         |  |                                          |   |   |  |   |   |   |
| Optionsavailable for grant at September 30,2005 |  |    | 172,803   |                         |  |                                          |   |   |  |   |   |   |
|                                                 |

8

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Misonix,Inc. Notes to Consolidated Financial Statements (Informationwith respect to interim periods isunaudited)

The table below presents the pro formaeffect on net income and basic and diluted loss per share if theCompany had applied the fair value recognition provision to optionsgranted under its stock option plans for the three month period endedSeptember 30, 2004. For purposes of this pro forma disclosure, thevalue of the options is estimated using the Black-Scholesoption-pricing model and amortized to expense over the options'vesting periods. If the Company had adopted the fair value based methodfor the quarter ended September 30, 2004, additional net compensationexpense of $301,000 would have been recognized in the statements ofoperations.

|                                                  |  |                                           |          |         |  |  |
|--------------------------------------------------|--|-------------------------------------------|----------|---------|--|--|
|                                             |  | Threemonth periodended September 30, 2004 |
| Netincome – As reported:                   |  | $                                         | 416,267  |    |
| Stockbased compensation determined under SFAS123 |  |                                      | (182,383 | )  |
| Net income (loss)– Pro forma:              |  | $                                         | 233,884  |    |
| Net income(loss) per share–                |  |                                      |     |    |
| Basic:                                           |  |                                      |     |    |
| Asreported                                       |  | $                                         | .06      |    |
| Proforma                                         |  | $                                         | .03      |    |
| Net income (loss) per share–               |  |                                      |     |    |
| Diluted:                                         |  |                                      |     |    |
| Asreported                                       |  | $                                         | .06      |    |
| Proforma                                         |  | $                                         | .03      |    |
|                                                  |

5.    Inventories

Inventories are summarized asfollows:

|                 |  |                   |            |               |  |        |           |        |  |  |
|-----------------|--|-------------------|------------|---------------|--|--------|-----------|--------|--|--|
|            |  | September30, 2005 |            | June 30, 2005 |
| Rawmaterial     |  | $                 | 4,426,587  |          |  | $      | 5,303,581 |   |
| Work-in-process |  |              | 2,123,864  |          |  |   | 1,643,835 |   |
| Finishedgoods   |  |              | 4,218,820  |          |  |   | 2,833,085 |   |
|            |  | $                 | 10,769,271 |          |  | $      | 9,780,501 |   |
|                 |

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Misonix,Inc. Notes to Consolidated Financial Statements (Informationwith respect to interim periods isunaudited)

6.    Accrued Expenses and OtherCurrent Liabilities

The following summarizes accrued expensesand other currentliabilities:

|                                        |  |                   |           |               |  |        |           |        |  |  |
|----------------------------------------|--|-------------------|-----------|---------------|--|--------|-----------|--------|--|--|
|                                   |  | September30, 2005 |           | June 30, 2005 |
| Accruedpayroll andvacation             |  | $                 | 310,738   |          |  | $      | 356,850   |   |
| AccruedVAT sales tax                   |  |              | 61,824    |          |  |   | 246,170   |   |
| Accruedcommissions andbonuses          |  |              | 232,257   |          |  |   | 255,400   |   |
| Customerdeposits and deferredcontracts |  |              | 1,194,641 |          |  |   | 1,121,741 |   |
| Accruedprofessionalfees                |  |              | 305,128   |          |  |   | 226,235   |   |
| Litigation                             |  |              | 419,000   |          |  |   | 419,000   |   |
| Other                                  |  |              | 275,403   |          |  |   | 275,851   |   |
|                                   |  | $                 | 2,798,991 |          |  | $      | 2,901,247 |   |
|                                        |

7.    BusinessSegments

The Company operates in two business segments whichare organized by product types: medical devices and laboratory andscientific products. Medical devices include the Auto Sonix ultrasoniccutting and coagulatory system, the Sonoblate 500 (used to treatprostate cancer), refurbishing revenues of high-performance ultrasoundsystems and replacement transducers for the medical diagnosticultrasound industry, ultrasonic lithotriptor, ultrasonic neuroaspirator(used for neurosurgery) and soft tissue aspirator (used primarily forthe cosmetic surgery market). Laboratory and scientific productsinclude the Sonicator ultrasonic liquid processor, Aura ductless fumeenclosure, the Labcaire Autoscope and Guardian endoscope disinfectantsystems and the Mystaire wet scrubber. The Company evaluates theperformance of the segments based upon income from operations beforegeneral and administrative expenses. The accounting policies of thesegments are the same as those described in the summary of significantaccounting policies (Note 1) in the Company's Annual Report onForm 10-K for the year ended June 30, 2005. Certain items aremaintained at the corporate headquarters (corporate) and are notallocated to the segments. They primarily include general andadministrative expenses. The Company does not allocate assets bysegment. Summarized financial information for each of the segments isas follows:

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Misonix,Inc. Notes to Consolidated Financial Statements (Informationwith respect to interim periods isunaudited)

For the three months ended September 30,2005:

|                                 |  |                |           |                                 |  |                            |           |        |  |        |            |         |  |        |            |         |  |  |
|---------------------------------|--|----------------|-----------|---------------------------------|--|----------------------------|-----------|--------|--|--------|------------|---------|--|--------|------------|---------|--|--|
|                            |  | MedicalDevices |           | LaboratoryandScientificProducts |  | (a)CorporateandUnallocated |           | Total  |
| Netsales                        |  | $              | 4,974,336 |                            |  | $                          | 4,137,236 |   |  | $      | —    |    |  | $      | 9,111,572  |    |
| Costof goodssold                |  |           | 3,094,197 |                            |  |                       | 2,580,844 |   |  |   | —    |    |  |   | 5,675,041  |    |
| Grossprofit                     |  |           | 1,880,139 |                            |  |                       | 1,556,392 |   |  |   | —    |    |  |   | 3,436,531  |    |
| Sellingexpenses                 |  |           | 907,044   |                            |  |                       | 654,590   |   |  |   | —    |    |  |   | 1,561,634  |    |
| Researchand developmentexpenses |  |           | 591,791   |                            |  |                       | 324,949   |   |  |   | —    |    |  |   | 916,740    |    |
| Totaloperatingexpenses          |  |           | 1,498,835 |                            |  |                       | 979,539   |   |  |   | 2,734,862  |    |  |   | 5,213,236  |    |
| (Loss)income fromoperations     |  | $              | 381,304   |                            |  | $                          | 576,853   |   |  | $      | (2,734,862 | )  |  | $      | (1,776,705 | )  |
|                                 |

|  |                                                                                                                                |
|--|--------------------------------------------------------------------------------------------------------------------------------|
|  |         **(a)**   Amountrepresents general and administrative expenses. |

For thethree months ended September 30, 2004:

|                                 |  |                |           |                                 |  |                            |           |        |  |        |            |         |  |        |            |        |  |  |
|---------------------------------|--|----------------|-----------|---------------------------------|--|----------------------------|-----------|--------|--|--------|------------|---------|--|--------|------------|--------|--|--|
|                            |  | MedicalDevices |           | LaboratoryandScientificProducts |  | (a)CorporateandUnallocated |           | Total  |
| Netsales                        |  | $              | 5,930,673 |                            |  | $                          | 4,569,393 |   |  | $      | —    |    |  | $      | 10,500,066 |   |
| Costof goodssold                |  |           | 3,376,606 |                            |  |                       | 2,712,720 |   |  |   | —    |    |  |   | 6,089,326  |   |
| Grossprofit                     |  |           | 2,554,067 |                            |  |                       | 1,856,673 |   |  |   | —    |    |  |   | 4,410,740  |   |
| Sellingexpenses                 |  |           | 761,040   |                            |  |                       | 678,769   |   |  |   | —    |    |  |   | 1,439,809  |   |
| Researchand developmentexpenses |  |           | 509,440   |                            |  |                       | 232,328   |   |  |   | —    |    |  |   | 741,768    |   |
| Totaloperatingexpenses          |  |           | 1,270,480 |                            |  |                       | 911,097   |   |  |   | 1,740,894  |    |  |   | 3,922,471  |   |
| Incomefromoperations            |  | $              | 1,283,587 |                            |  | $                          | 945,576   |   |  | $      | (1,740,894 | )  |  | $      | 488,269    |   |
|                                 |

|  |                                                                                                                                |
|--|--------------------------------------------------------------------------------------------------------------------------------|
|  |         **(a)**   Amountrepresents general and administrative expenses. |

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Misonix,Inc. Notes to Consolidated Financial Statements (Informationwith respect to interim periods isunaudited)

The Company's revenues are generatedfrom various geographic regions. The following is an analysis of netsales by geographic region:

For the three months ended September30:

|               |  |        |           |        |  |        |            |        |  |  |
|---------------|--|--------|-----------|--------|--|--------|------------|--------|--|--|
|          |  | 2005   |           | 2004   |
| UnitedStates  |  | $      | 6,161,760 |   |  | $      | 6,564,697  |   |
| Canada        |  |   | 132,016   |   |  |   | 271,593    |   |
| UnitedKingdom |  |   | 1,894,900 |   |  |   | 2,265,420  |   |
| Europe        |  |   | 472,267   |   |  |   | 867,173    |   |
| Asia          |  |   | 322,816   |   |  |   | 112,403    |   |
| MiddleEast    |  |   | 30,893    |   |  |   | 198,601    |   |
| Other         |  |   | 96,920    |   |  |   | 220,179    |   |
|          |  | $      | 9,111,572 |   |  | $      | 10,500,066 |   |
|               |

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MISONIX, INC.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS

Item2.    Management's Discussion and Analysis ofFinancial Condition and Results ofOperations.

Three Months Ended September 30, 2005 and 2004.

**Netsales.**    Net sales decreased $1,388,494 to $9,111,572 forthe three months ended September 30, 2005 from $10,500,066 for thethree months ended September 30, 2004. This difference in net sales wasdue to a decrease in sales of medical device products of $956,337 to$4,974,336 for the three months ended September 30, 2005 from$5,930,673 for the three months ended September 30, 2004. The decreasein medical device products revenues was attributable to a 44%reduction in therapeutic medical device products revenues to$2.0  million, partially offset by a 24% increase indiagnostic medical device products revenues to $3.0  million.This difference in net sales is also due to a decrease in sales oflaboratory and scientific products of $432,157 to $4,137,236 for thethree months ended September 30, 2005 from $4,569,393 for the threemonths ended September 30, 2004. The decrease in sales of laboratoryand scientific products was due to a decrease in Labcaire sales ofapproximately $582,000, sales of wet scrubber products of $82,000 andductless fume enclosure products of $21,000, partially offset by anincrease in laboratory ultrasonic product sales of $253,000. Thedecrease in Labcaire sales is primarily due to a reduction in sales ofthe Guardian (endoscopic cleaning) product. Export sales from theUnited States are remitted in U.S. Dollars and export sales forLabcaire are remitted in English Pounds. During the three months endedSeptember  30, 2005 and 2004, the Company had foreign net salesof $2,949,812 and $3,935,369, respectively, representing 32.4%and 37.5% of net sales, respectively. The decrease in foreignsales during the three months ended September 30, 2005 as compared tothe three months ended September 30, 2004 is substantially due todecreased Labcaire sales.

The Company's revenues aregenerated from various geographic regions. The following is an analysisof net sales by geographic region:

For the three months endedSeptember30:

|               |  |        |           |        |  |        |            |        |  |  |
|---------------|--|--------|-----------|--------|--|--------|------------|--------|--|--|
|          |  | 2005   |           | 2004   |
| UnitedStates  |  | $      | 6,161,760 |   |  | $      | 6,564,697  |   |
| Canada        |  |   | 132,016   |   |  |   | 271,593    |   |
| UnitedKingdom |  |   | 1,894,900 |   |  |   | 2,265,420  |   |
| Europe        |  |   | 472,267   |   |  |   | 867,173    |   |
| Asia          |  |   | 322,816   |   |  |   | 112,403    |   |
| MiddleEast    |  |   | 30,893    |   |  |   | 198,601    |   |
| Other         |  |   | 96,920    |   |  |   | 220,179    |   |
|          |  | $      | 9,111,572 |   |  | $      | 10,500,066 |   |
|               |

Summarizedfinancial information for each of the segments for the three monthsended September 30, 2005 and 2004 are as follows:

For the threemonths ended September 30, 2005:

|                                 |  |                |           |                                 |  |                            |           |        |  |        |            |         |  |        |            |         |  |  |
|---------------------------------|--|----------------|-----------|---------------------------------|--|----------------------------|-----------|--------|--|--------|------------|---------|--|--------|------------|---------|--|--|
|                            |  | MedicalDevices |           | LaboratoryandScientificProducts |  | (a)CorporateandUnallocated |           | Total  |
| Netsales                        |  | $              | 4,974,336 |                            |  | $                          | 4,137,236 |   |  | $      | —    |    |  | $      | 9,111,572  |    |
| Costof goodssold                |  |           | 3,094,197 |                            |  |                       | 2,580,844 |   |  |   | —    |    |  |   | 5,675,041  |    |
| Grossprofit                     |  |           | 1,880,139 |                            |  |                       | 1,556,392 |   |  |   | —    |    |  |   | 3,436,531  |    |
| Sellingexpenses                 |  |           | 907,044   |                            |  |                       | 654,590   |   |  |   | —    |    |  |   | 1,561,634  |    |
| Researchand developmentexpenses |  |           | 591,791   |                            |  |                       | 324,949   |   |  |   | —    |    |  |   | 916,740    |    |
| Totaloperatingexpenses          |  |           | 1,498,835 |                            |  |                       | 979,539   |   |  |   | 2,734,862  |    |  |   | 5,213,236  |    |
| (Loss)income fromoperations     |  | $              | 381,304   |                            |  | $                          | 576,853   |   |  | $      | (2,734,862 | )  |  | $      | (1,776,705 | )  |
|                                 |

(a)Amount represents general and administrative expenses.

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For the three months ended September 30,2004:

|                                 |  |                |           |                                 |  |                            |           |        |  |        |            |         |  |        |            |        |  |  |
|---------------------------------|--|----------------|-----------|---------------------------------|--|----------------------------|-----------|--------|--|--------|------------|---------|--|--------|------------|--------|--|--|
|                            |  | MedicalDevices |           | LaboratoryandScientificProducts |  | (a)CorporateandUnallocated |           | Total  |
| Netsales                        |  | $              | 5,930,673 |                            |  | $                          | 4,569,393 |   |  | $      | —    |    |  | $      | 10,500,066 |   |
| Costof goodssold                |  |           | 3,376,606 |                            |  |                       | 2,712,720 |   |  |   | —    |    |  |   | 6,089,326  |   |
| Grossprofit                     |  |           | 2,554,067 |                            |  |                       | 1,856,673 |   |  |   | —    |    |  |   | 4,410,740  |   |
| Sellingexpenses                 |  |           | 761,040   |                            |  |                       | 678,769   |   |  |   | —    |    |  |   | 1,439,809  |   |
| Researchand developmentexpenses |  |           | 509,440   |                            |  |                       | 232,328   |   |  |   | —    |    |  |   | 741,768    |   |
| Totaloperatingexpenses          |  |           | 1,270,480 |                            |  |                       | 911,097   |   |  |   | 1,740,894  |    |  |   | 3,922,471  |   |
| Incomefromoperations            |  | $              | 1,283,587 |                            |  | $                          | 945,576   |   |  | $      | (1,740,894 | )  |  | $      | 488,269    |   |
|                                 |

(a)Amount represents general and administrative expenses.

**Gross profit:**    Gross profit decreased to37.7% as a percentage of sales for the three months endedSeptember 30, 2005 from 42.0% for the three months endedSeptember 30, 2004. Gross profit for medical device products decreasedto 37.8% of sales in the three months ended September 30, 2005from 43.1% of sales in the three months ended September 30,2004. The decrease in gross profit for medical device products wasnegatively impacted by decreased volume and an unfavorable product mix.Gross profit for laboratory and scientific products decreased to37.6% for the three months ended September 30, 2005 from40.6% for the three months ended September 30, 2004. Thedecrease in gross profit for laboratory and scientific products was dueto additional costs incurred by Labcaire, which was partiallyattributable to retrofitting Guardian endoscopic units in the field anddecreased margins for fume enclosures in the United States, which waspartially offset by increased margins for ultrasonic products. TheCompany manufactures and sells both medical device and laboratory andscientific products with a wide range of product costs and gross margindollars as a percentage of revenues.

**Sellingexpenses:**    Selling expenses increased $121,825 to$1,561,634 for the three months ended September 30, 2005 from$1,439,809 for the three months ended September 30, 2004. Medicaldevice products selling expenses increased $146,004 predominantly dueto increased expenses related to clinical trials for therapeuticmedical devices. Laboratory and scientific products selling expensesdecreased $24,179 predominantly due to a decrease in marketing expensesfor the Company's Fume Enclosure products.

**Generaland administrative expenses**:    General and administrativeexpenses increased $993,968 from $1,740,894 in the three months endedSeptember 30, 2004 to $2,734,862 in the three months ended September30, 2005. The increase was due to increased salary expense, increasedrent, insurance expense, utilities and higher accounting fees. Inaddition, bad debt expense was $124,000 higher in the September 2005Quarter than the September 2004 Quarter, due to the decrease in theallowance for doubtful accounts specifically related to a reserveestablished against Focus Surgery, Inc. which was no longer needed.Additionally, the effect of implementings SFAS 123R (as defined below)in the September 2005 Quarter, which requires companies to measure andrecord compensation cost for all share-based payments, was$274,000.

**Research and developmentexpenses:**    Research and development expenses increased$174,972 from $741,768 for the three months ended September 30, 2004 to$916,740 for the three months ended September 30, 2005. Medical deviceproducts research and development expenses increased $82,351predominantly due to research and development efforts for a product totreat liver and kidney cancer. Laboratory and Scientific productsresearch and development expenses increased $92,621 substantially dueto increased research and development efforts for various productenhancements and new product designs at Labcaire.

**Otherincome (expense):**    Other income for the three months endedSeptember 30, 2005 was $174,859 as compared to $203,339 for the threemonths ended September 30, 2004. The decrease of $28,480 was primarilydue to decreased royalty income of $35,000, increased miscellaneousexpense of $11,148 and increased interest expense of $4,776, which waspartially offset by increased interest income of $22,824.

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**Income taxes:**    Theeffective tax rate was 19.3% for the three months endedSeptember 30, 2005 as compared to an effective tax rate of 38.4%for the three months ended September 30, 2004. The current effectiveincome tax rate of 19.3%, which is the estimated effective taxrate for fiscal 2006 and is lower than the statutory rate due topermanent tax items, such as the R&D credit and the extraterritorial income exclusion. In addition, a tax benefit was notrecorded for the loss incurred by Labcaire Systems Limited("Labcaire").

Critical AccountingPolicies:

General:    Financial Reporting ReleaseNo. 60, which was released by the Securities and Exchange Commission inDecember 2001, requires all companies to include a discussion ofcritical accounting policies or methods used in the preparation of thefinancial statements. Note 1 of the Notes to Consolidated FinancialStatements included in the Company's Annual Report on Form 10-Kfor the year ended June 30, 2005 includes a summary of theCompany's significant accounting policies and methods used in thepreparation of its financial statements. The Company's discussionand analysis of its financial condition and results of operations isbased upon the Company's financial statements, which have beenprepared in accordance with accounting principles generally accepted inthe United States. The preparation of these financial statementsrequires the Company to make estimates and judgments that affect thereported amounts of assets, liabilities, revenues and expenses. On anon-going basis, management evaluates its estimates and judgments,including those related to bad debts, inventories, goodwill, property,plant and equipment and income taxes. Management bases its estimatesand judgments on historical experience and on various other factorsthat are believed to be reasonable under the circumstances, the resultsof which form the basis for making judgments about the carrying valuesof assets and liabilities that are not readily apparent from othersources. Actual results may differ from these estimates under differentassumptions or conditions. The Company considers certain accountingpolicies related to allowance for doubtful accounts, inventories,property, plant and equipment, goodwill and income taxes to be criticalpolicies due to the estimation process involved in each.

Allowance for Doubtful Accounts:    The Company'spolicy is to review its customers' financial condition prior toextending credit and, generally, collateral is not required. TheCompany utilizes letters of credit on foreign or export sales whereappropriate.

Inventories:    Inventories are statedat the lower of cost (first–in, first–out) or market andconsist of raw materials, work-in-process and finished goods.Management evaluates the need to record adjustments for impairments ofinventory on a quarterly basis. The Company's policy is to assessthe valuation of all inventories, including raw materials,work-in-process and finished goods.

Property, Plant andEquipment:    Property, plant and equipment are recorded atcost. Depreciation of property and equipment is provided using thestraight-line method over estimated useful lives ranging from 1 to 5years. Depreciation of the Labcaire building is provided using thestraight-line method over the estimated useful life of 50 years.Leasehold improvements are amortized over the life of the lease or theuseful life of the related asset, whichever is shorter. TheCompany's policy is to periodically evaluate the appropriatenessof the lives assigned to property, plant and equipment and to makeadjustments if necessary. Certain inventory which is used as demoequipment, fee-for-service or consignment is classified in property,plant and equipment and is depreciated over estimated useful lives of 2to 3 years.

Goodwill:    In July 2001, the FinancialAccounting Standards Board ("FASB") issuedStatement of Financial Accounting Standards("SFAS") No. 141 ("SFAS141") and SFAS 142 ("SFAS 142"),"Business Combinations" and"Goodwill and Other Intangible Assets",respectively. SFAS 141 replaced Accounting Principles Board("APB") Opinion 16 "BusinessCombinations" and requires the use of the purchase methodfor all business combinations initiated after June 30, 2001. SFAS 142requires goodwill and intangible assets with indefinite useful lives tono longer be amortized, but instead be tested for impairment at leastannually and whenever events or circumstances occur that indicategoodwill might be impaired. With the adoption of SFAS 142, as of July1, 2001, the Company reassessed the useful lives and residual values ofall acquired intangible assets to make any necessary amortizationperiod adjustments. Based on that assessment, only goodwill wasdetermined to have an indefinite useful life and no adjustments weremade to the amortization period or residual values of other intangibleassets. SFAS 142 

15

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provided a six-month transitional period fromthe effective date of adoption for the Company to perform an assessmentof whether there is an indication that goodwill is impaired. To theextent that an indication of impairment exists, the Company mustperform a second test to measure the amount of impairment. The secondtest must be performed as soon as possible, but no later than the endof the fiscal year. Any impairment measured as of the date of adoptionwill be recognized as the cumulative effect of a change in accountingprinciple. The Company performed the first test and determined thatthere is no indication that the goodwill recorded is impaired and,therefore, the second test was not required. The Company also completedits annual goodwill impairment tests for fiscal 2005 in the fourthquarter with no impairment noted.

IncomeTaxes:    Income taxes are accounted for in accordance with SFASNo. 109, "Accounting for Income Taxes". Underthis method, deferred tax assets and liabilities are recognized for thefuture tax consequences attributable to differences between thefinancial statement carrying amounts of existing assets and liabilitiesand their respective tax bases, operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured usingenacted tax rates expected to apply to taxable income in the years inwhich those temporary differences are expected to be recovered orsettled. The effect on deferred tax assets and liabilities of a changein tax rates is recognized in income in the period that includes theenactment date.

Stock-BasedCompensation:    Effective July 1, 2005, the Company accountsfor its stock-based compensation plans in accordance with SFAS123R.

Recent Accounting Standards

In December 2004, theFASB issued SFAS No. 123 (revised 2004), "Share-BasedPayment" ("SFAS No. 123R"). Thisstatement supersedes SFAS No. 123, "Accounting forStock-Based Compensation" and SFAS No.  148,"Accounting for Stock-Based Compensation-Transition andDisclosure-an amendment of FASB Statement No. 123", andAPB No. 25, "Accounting for Stock Issued toEmployees." The statement is effective for interim orannual periods beginning after June 15, 2005. Accordingly, effectiveJuly 1, 2005, the Company adopted the fair-value recognition provisionsof SFAS No. 123R. See Note 4, Stock-Based Compensation, for furtherinformation regarding the implementation of SFAS No. 123R.

Forward Looking Statements

This report contains certainforward looking statements within the meaning of Section 27A of theSecurities Act of 1933, as amended, and Section 21E of the SecuritiesExchange Act of 1934, as amended (the "ExchangeAct"), which are intended to be covered by the safeharbors created thereby. Although the Company believes that theassumptions underlying the forward looking statements contained hereinare reasonable, any of the assumptions could be inaccurate, andtherefore, there can be no assurance that the forward lookingstatements contained in this report will prove to be accurate. Factorsthat could cause actual results to differ from the results specificallydiscussed in the forward looking statements include, but are notlimited to, the absence of anticipated contracts, higher thanhistorical costs incurred in performance of contracts or in conductingother activities, product mix in sales, results of joint ventures andinvestments in related entities, future economic, competitive andmarket conditions, and the outcome of legal proceedings as well asmanagement business decisions.

Liquidity and CapitalResources

Working capital at September 30, 2005 and June 30,2005 was approximately $15,062,000 and $15,905,000, respectively. Inthe three months ended September 30, 2005, cash provided by operationstotaled $1,095,781. The increase in the cash balance is predominatelydue to the collection of accounts receivable, which was partiallyoffset by increases in inventory, payments of accounts payable andaccrued expenses. In the three months ended September 30, 2005, cashused in investing activities was approximately $240,000, whichprimarily consisted of the purchase of property, plant and equipment inthe regular course of business. In the three months ended September 30,2005, cash used in financing activities was $459,000, primarilyconsisting of payments on short-term borrowings, capital leaseobligations and long-term debt, partially offset by receipts from theexercise of employee stock options.

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Revolving Credit Facilities

Labcaire has a debt purchase agreement with Lloyds TSB CommercialFinance. The amount of this facility is approximately $1,365,000(£774,000) and bears interest at the bank's base rate of5.25% plus 1.75% and a service charge of .15% ofsales invoice value and fluctuates based upon the outstanding UnitedKingdom and European receivables.

The Company renewed andincreased its revolving credit facility with Bank of America inFebruary, 2005 from $5 million to $6 million to support future workingcapital needs. The revolving credit facility has interest rate optionsranging from Libor plus 1.0% per annum to prime rate plus..25% per annum and expires on January 18, 2008. This facility issecured by the assets of the Company. The terms provide for therepayment of the debt in full on its maturity date. The Company has$6,000,000 available on its line of credit and is in compliance withall covenants.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that have or arereasonably likely to have a current or future effect on theCompany's financial condition, changes in financial condition,revenues or expenses, results of operations, liquidity, capitalexpenditures or capital resources that is material to the Company.

Other

The Company believes that its existingcapital resources will enable it to maintain its current and plannedoperations for at least 18 months from the date hereof.

In theopinion of management, inflation has not had a material effect on theoperations of the Company.

Item3.    Quantitative and Qualitative Disclosures About MarketRisk.

Market Risk:

The principal marketrisks (i.e. the risk of loss arising from adverse changes in marketrates and prices) to which the Company is exposed are interest rates onshort-term investments and foreign exchange rates, which generatetranslation gains and losses due to the English Pound to U.S. Dollarconversion of Labcaire.

Foreign Exchange Rates:

Approximately 23% of the Company's revenues in theperiod ended September 30, 2005 were received in English Poundscurrency. To the extent that the Company's revenues are generatedin English Pounds, its operating results are translated for reportingpurposes into U.S. Dollars using rates of 1.79 for the three monthsended September 30, 2005 and 2004. A strengthening of the EnglishPound, in relation to the U.S.  Dollar, will have the effect ofincreasing its reported revenues and profits, while a weakening of theEnglish Pound will have the opposite effect. Since the Company'soperations in England generally sets prices and bids for contracts inEnglish Pounds, a strengthening of the English Pound, while increasingthe value of its UK assets, might place the Company at a pricingdisadvantage in bidding for work from manufacturers based overseas. TheCompany collects its receivables in the currency the subsidiary residesin. The Company has not engaged in foreign currency hedgingtransactions, which include forward exchange agreements.

Item 4.    Controls and Procedures.

Ourdisclosure controls and procedures as defined in Rules 13a-15(e) and15d-15(e) under the Exchange Act are designed to ensure thatinformation required to be disclosed in the reports that we file orsubmit under the Exchange Act is recorded, processed, summarized andreported within the time periods specified in the rules and forms ofthe Securities and Exchange Commission. The Company carried out anevaluation, under the supervision and with the participation of theCompany's management, including the Company's ChiefExecutive Officer and Chief Financial Officer, of the effectiveness ofthe design and 

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operation of the Company's disclosurecontrols and procedures as of September 30, 2005 and, based on theirevaluation, the Chief Executive Officer and Chief Financial Officerconcluded that the Company's disclosure controls and proceduresare effective.

There has been no change in the Company'sinternal control over financial reporting (as defined in Rules13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during thefirst quarter of fiscal 2005 that has materially affected, or isreasonable likely to materially affect, the Company's internalcontrol over financial reporting.

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MISONIX,INC.

PART II - OTHER INFORMATION

Item6.    Exhibits.

Exhibit 31.1 – Rule13a-14(a)/15d-14(a) Certification

Exhibit 31.2 – Rule13a-14(a)/15d-14(a) Certification

Exhibit 32.1 – Section1350 Certification of Chief Executive Officer

Exhibit 32.2– Section 1350 Certification of Chief FinancialOfficer

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,the registrant has duly caused this report to be signed on its behalfby the undersigned thereunto dulyauthorized.

Date:    November 14, 2005

|        |  |                                                                                                                                                                                                                                                                                                                          |  |                                                                                                                                                                                                                                                                                                            |  |        |  |  |  |  |  |  |  |  |
|--------|--|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--------|--|--|--|--|--|--|--|--|
|   |  | MISONIX,INC.                                                (Registrant) |  |                                                                                                                                                                                                                                                                                                       |
|   |  |                                                                                                                                                                                                                                                                                                                     |  |                                                                                                                                                                                                                                                                                                       |  |   |
|   |  | By:                                                                                                                                                                                                                                                                                                                      |  | /s/   Michael A. McManus,Jr.                 Michael A. McManus, Jr.President and Chief ExecutiveOfficer                                                                                                    |  |   |
|   |  |                                                                                                                                                                                                                                                                                                                     |  |                                                                                                                                                                                                                                                                                                       |  |   |
|   |  | By:                                                                                                                                                                                                                                                                                                                      |  | /s/   RichardZaremba                               Richard Zaremba Vice President,Chief Financial Officer,Treasurer andSecretary |  |   |
|        |

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