FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2002
                               --------------

                                       OR

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

              For the transition period from         to         .
                                             -------    --------

              Commission file number: 1-10986


                                  MISONIX, INC.
--------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)

           New York                                       11-2148932.
-------------------------------                       -------------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                        Identification No.)



1938 New Highway, Farmingdale, NY                        11735
----------------------------------------               ----------
(Address of principal executive offices)               (Zip Code)

                                 (631) 694-9555
                                 --------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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
          ---        ---

Indicate  the  number  of  shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date:

                                              Outstanding at
         Class of Common Stock                  May 1, 2002
         ----------------------------         --------------
         Common Stock, $.01 par value            6,103,365


                                        1
<PAGE>
<TABLE>
<CAPTION>
                                  MISONIX, INC.
                                  -------------

                                      INDEX
                                      -----

Part I -  FINANCIAL INFORMATION                                                 Page

Item 1.   Financial Statements:
<S>                                                                             <C>

     Consolidated Balance Sheets as of
     March 31, 2002 (Unaudited) and June 30, 2001                                3

     Consolidated Statements of Operations
     Nine months ended March 31, 2002
     and 2001 (Unaudited)                                                        4

     Consolidated Statements of Operations
     Three months ended March 31, 2002
     and 2001 (Unaudited)                                                        5

     Consolidated Statements of Cash Flows
     Nine months ended March 31, 2002                                            6
     and 2001 (Unaudited)

     Notes to Consolidated Financial Statements                                 7-13


Item 2.   Management's Discussion and Analysis of Financial Condition          14-18
          and Results of Operations

Item 3.   Quantitative and Qualitative Disclosures About Market Risk            19

Part II - OTHER INFORMATION

Item 1.   Legal Proceedings                                                     20

Item 6.   Exhibits and Reports on Form 8-K                                      20

Signatures                                                                      21
</TABLE>


                                        2
<PAGE>
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
Item 1.  Financial  Statements.

                                   MISONIX, INC.
                            CONSOLIDATED BALANCE SHEETS
                            ===========================

                                                          MARCH 31,      JUNE 30,
                                                             2002          2001
ASSETS                                                   (UNAUDITED)     AUDITED
                                                         ------------  ------------
<S>                                                      <C>           <C>
Current assets:
Cash and cash equivalents                                $ 4,704,908   $ 3,774,573
Investments held to maturity                                       -     2,015,468
Accounts receivable, net of allowance for doubtful
  accounts of $211,206 and $157,761, respectively          6,439,241     7,210,461
Inventories                                                7,889,549     7,874,372
Deferred income taxes                                      2,612,382     2,598,538
Prepaid expenses and other current assets                    880,381       787,765
                                                         ------------  ------------
Total current assets                                      22,526,461    24,261,177

Property, plant and equipment, net                         3,000,829     3,195,748
Deferred income taxes                                      1,539,470     1,550,769
Goodwill                                                   4,241,319     4,069,497
Other assets                                                 339,171       143,597
                                                         ------------  ------------
Total assets                                             $31,647,250   $33,220,788
                                                         ============  ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Notes payable                                        $   707,101   $   542,532
    Accounts payable                                       2,623,786     3,527,449
    Accrued expenses and other current liabilities           643,920     1,308,692
    Litigation settlement liabilities                      6,053,129     6,176,000
    Income taxes payable                                     306,816       499,827
    Current maturities of long-term debt and capital
      lease obligations                                      212,919       204,176
                                                         ------------  ------------
Total current liabilities                                 10,547,671    12,258,676

Long-term debt and capital lease obligations                 934,890     1,027,921

Deferred income                                              386,596       569,843
Minority interest                                            231,899       257,530

Stockholders' equity:
Common stock, $.01 par value-shares authorized
    10,000,000: 6,177,665 and 6,121,915 issued and
    6,103,365 and 6,055,115 outstanding, respectively         61,777        61,219
Additional paid-in capital                                22,306,341    21,924,987
Accumulated deficit                                       (2,190,927)   (2,197,720)
Treasury stock, 74,300 shares at March 31, 2002 and
    66,800 shares at June 30, 2001, respectively            (401,974)     (358,237)
Accumulated other comprehensive loss                        (229,023)     (323,431)
                                                         ------------  ------------
Total stockholders' equity                                19,546,194    19,106,818
                                                         ------------  ------------
Commitments and contingencies (notes 2, 9 and 11)
Total liabilities and stockholders' equity               $31,647,250   $33,220,788
                                                         ============  ============
</TABLE>

See accompanying Notes to Consolidated Financial Statements.


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                        MISONIX, INC.
                            CONSOLIDATED STATEMENTS OF OPERATIONS
                                         (UNAUDITED)
                               ================================


                                                                 FOR THE NINE MONTHS ENDED
                                                                         MARCH 31,
                                                                   2002            2001
                                                               ------------  ----------------
<S>                                                            <C>           <C>
Net sales                                                      $21,697,278   $    21,812,405

Cost of goods sold                                              12,138,803        10,385,568
                                                               ------------  ----------------

Gross profit                                                     9,558,475        11,426,837

Operating expenses:
  Selling expenses                                               3,221,775         2,904,166
  General and administrative expenses                            4,556,949         4,578,679
  Research and development expenses                              1,611,305         1,376,016
  Litigation settlement expenses                                         -         5,450,000
                                                               ------------  ----------------
Total operating expenses                                         9,390,029        14,308,861
                                                               ------------  ----------------
Income (loss) from operations                                      168,446        (2,882,024)

Other income (expense):
  Interest income                                                  249,433           446,032
  Interest expense                                                (103,469)         (111,850)
  Option/license fees                                               18,234            18,235
  Royalty income                                                   614,551           515,902
  Amortization of investments                                            -          (173,175)
  Foreign exchange loss                                               (408)              384
  Miscellaneous income                                                   -               720
  Equity in loss of Focus Surgery, Inc.                                  -          (256,780)
  Equity in loss of Hearing Innovations, Inc.                            -           (32,144)
  Loss on impairment of loans to affiliated entities              (767,426)                -
                                                               ------------  ----------------
  Total other income                                                10,915           407,324

Income (loss) before minority interest and income taxes            179,361        (2,474,700)

Minority interest in net income of consolidated subsidiaries       (25,631)          (20,206)
                                                               ------------  ----------------

Loss before income taxes                                           204,992        (2,454,494)

Income tax expense (benefit)                                       198,199        (2,631,169)
                                                               ------------  ----------------

Net income                                                     $     6,793   $       176,675
                                                               ============  ================

Net income per share-Basic                                     $         -   $           .03
                                                               ============  ================

Net income  per share - Diluted                                $         -   $          . 03
                                                               ============  ================

Weighted average common shares outstanding - Basic               6,068,272         5,991,087
                                                               ============  ================

Weighted average common shares outstanding - Diluted             6,247,761         6,549,124
                                                               ============  ================
</TABLE>

See accompanying Notes to Consolidated Financial Statements.


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                      MISONIX, INC.
                          CONSOLIDATED STATEMENTS OF OPERATIONS
                                       (UNAUDITED)
                            ================================


                                                              FOR THE THREE MONTHS ENDED
                                                                      MARCH 31,
                                                                 2002          2001
                                                              -----------  -------------
<S>                                                           <C>          <C>
Net sales                                                     $7,371,220   $  7,404,556

Cost of goods sold                                             4,323,252      3,529,115
                                                              -----------  -------------

Gross profit                                                   3,047,968      3,875,441

Operating expenses:
  Selling expenses                                             1,164,287      1,121,859
  General and administrative expenses                          1,551,239      1,534,121
  Research and development expenses                              647,108        552,499
  Litigation settlement expenses                                       -      5,450,000
                                                              -----------  -------------
Total operating expenses                                       3,362,634      8,658,479
                                                              -----------  -------------
Loss from operations                                            (314,666)    (4,783,038)

Other income (expense):
  Interest income                                                  4,510        116,248
  Interest expense                                               (31,609)       (36,996)
  Option/license fees                                              6,078          6,079
  Royalty income                                                 173,414        108,222
  Amortization of investments                                          -        (57,725)
  Foreign exchange loss                                             (149)        (2,928)
  Equity in loss of Focus Surgery, Inc.                                -        (85,593)
  Equity in loss of Hearing Innovations, Inc.                          -        (10,558)
  Loss on impairment of loans to affiliated entities            (226,084)             -
                                                              -----------  -------------
  Total other (expense) income                                   (73,840)        36,749

  Loss before minority interest and income taxes                (388,506)    (4,746,289)

Minority interest in net income of consolidated subsidiaries       5,099          6,037
                                                              -----------  -------------

Loss before income taxes                                        (393,605)    (4,752,326)

Income tax benefit                                              (182,833)    (1,832,997)
                                                              -----------  -------------

Net loss                                                      $ (210,772)  $ (2,919,329)
                                                              ===========  =============

Net loss per share-Basic                                      $     (.03)  $       (.48)
                                                              ===========  =============

Net loss per share - Diluted                                  $     (.03)  $       (.48)
                                                              ===========  =============

Weighted average common shares outstanding - Basic             6,096,887      6,079,002
                                                              ===========  =============

Weighted average common shares outstanding - Diluted           6,096,887      6,079,002
                                                              ===========  =============
</TABLE>

See accompanying Notes to Consolidated Financial Statements.


                                        5
<PAGE>
<TABLE>
<CAPTION>
                                           MISONIX, INC.
                               CONSOLIDATED STATEMENTS OF CASH FLOWS
                                            (UNAUDITED)
                                  ================================


                                                                         FOR THE NINE MONTHS ENDED
                                                                                  MARCH 31,
                                                                             2002          2001
                                                                         ------------  ------------
<S>                                                                      <C>           <C>
OPERATING ACTIVITIES
Net income                                                               $     6,793   $   176,675
Adjustments to reconcile net income to net cash
used in operating activities:
Bad debt expense                                                              69,218         6,730
Deferred income tax benefit                                                   (2,545)   (1,601,763)
Depreciation and amortization                                                424,030       803,455
Deferred income                                                             (183,247)      153,669
Foreign currency loss (gain)                                                     408          (384)
Minority interest in net loss of consolidated subsidiaries                   (25,631)      (20,206)
Equity in loss of Focus Surgery, Inc.                                              -       256,780
Equity in loss of Hearing Innovations, Inc.                                        -        32,144
Loss on impairment of loans made to affiliates                               767,426             -
Change in operating assets and liabilities:
Accounts receivable                                                          619,529      (260,512)
Inventories                                                                    1,487    (3,684,788)
Litigation settlement liabilities                                           (122,871)    5,450,000
Prepaid expenses and other current assets                                    (52,492)      (14,436)
Other assets                                                                (200,503)      426,742
Accounts payable and accrued expenses                                     (1,463,557)   (1,759,012)
Income taxes payable                                                        (195,931)   (1,300,378)
                                                                         ------------  ------------
Net cash used in operating activities                                       (357,886)   (1,335,284)
                                                                         ------------  ------------

INVESTING ACTIVITIES

Purchase of Labcaire stock                                                   (99,531)     (117,349)
Acquisition of property, plant and investment                                (94,480)     (316,621)
Redemption of investments held to maturity                                 2,015,468     2,099,976
Purchase of investments held to maturity                                           -    (1,066,562)
Costs paid for acquisition of Sonic Technologies Laboratory Services               -      (318,636)
Costs paid for acquisition of CraMar Technologies, Inc.                                   (309,531)
Costs paid for acquisition of Fibra Sonics, Inc., net of cash acquired       (72,291)   (1,723,191)
Purchase of convertible debentures - Focus Surgery, Inc.                           -      (305,166)
Purchase of convertible debentures - Hearing
     Innovations, Inc.                                                             -      (202,827)
Loans made to and debentures purchased from affiliates                      (767,426)     (200,332)
Cash paid for acquisition of Sonora Medical Systems,
     Inc., net of cash acquired                                                    -      (169,713)
                                                                         ------------  ------------
Net cash provided by (used in) investing activities                          981,740    (2,629,952)
                                                                         ------------  ------------

FINANCING ACTIVITIES

Proceeds from short-term borrowings, net                                     158,037        53,461
Principal payments on capital lease obligations                             (159,078)     (145,154)
Proceeds from exercise of stock options                                      381,912       124,559
Purchase of treasury stock                                                   (43,737)            -
Payment of long-term debt                                                    (44,477)      (31,746)
                                                                         ------------  ------------
Net cash provided by financing activities                                    292,657         1,120
                                                                         ------------  ------------
Effect of exchange rates on cash and cash equivalents                         13,824         1,309
                                                                         ------------  ------------
Net increase (decrease) in cash and cash equivalents                         930,335    (3,962,807)
Cash and cash equivalents at beginning of period                           3,774,573     7,069,502
                                                                         ------------  ------------
Cash and cash equivalents at end of period                                 4,704,908   $ 3,106,695
                                                                         ============  ============

Supplemental disclosure of cash flow information
Cash paid for:    Interest                                               $   103,469   $   111,850
                                                                         ============  ============
                  Income taxes                                           $   366,251   $ 1,832,416
                                                                         ============  ============
Non-Cash investments activities:
Conversion of notes receivable from Hearing Innovations, Inc. to
convertible debentures and common stock                                  $         -   $   192,250
                                                                         ============  ============
</TABLE>

See accompanying Notes to Consolidated Financial Statements.


                                        6
<PAGE>
                                  MISONIX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           (Information with respect to interim periods is unaudited)
           ==========================================================


1.   Basis  of  Presentation
     -----------------------

     The  accompanying  unaudited  consolidated  financial  statements have been
     prepared  in  accordance  with generally accepted accounting principles for
     interim  financial  information  and with the instructions to Form 10-Q and
     Article  10  of Regulation S-X. Accordingly, they do not include all of the
     information  and  footnotes  required  by  generally  accepted  accounting
     principles  for  complete  financial  statements.  In  the  opinion  of the
     management,  all  adjustments  (consisting  of  normal  recurring accruals)
     considered  necessary for a fair presentation have been included. Operating
     results  for  the  three  and  nine  months  ended  March  31, 2002 are not
     necessarily  indicative  of  the  results that may be expected for the year
     ending  June  30,  2002.

     The  balance  sheet  at  June  30,  2001  has been derived from the audited
     financial  statements  at  that  date,  but  does  not  include  all of the
     information  and  footnotes  required  by  generally  accepted  accounting
     principles  for  complete  financial  statements.

     For further information, refer to the consolidated financial statements and
     footnotes  thereto included in the Company's Annual Report on Form 10-K for
     the  year  ended  June  30,  2001.


2.   Litigation  Settlement
     ----------------------

     The  Company,  Medical  Device Alliance Inc. ("MDA") and MDA's wholly-owned
     subsidiary,  Lysonix,  Inc.  ("Lysonix"),  were  defendants  in  an  action
     alleging  patent  infringement  filed  by Mentor Corporation ("Mentor"). On
     June  10,  1999,  the  United  States  District  Court, Central District of
     California,  found  for  the defendants that there was no infringement upon
     Mentor's  patent.  Mentor subsequently filed an appeal. The issue concerned
     whether  Mentor's  patent  is  enforceable against the Company and does not
     govern  whether  the Company's patent in reference is invalid. On April 11,
     2001,  the  United  States  Court  of Appeals for the Federal Circuit Court
     issued  a  decision reversing in large part the decision of the trial court
     and  granting the motion by Mentor against MDA, Lysonix and the Company for
     violation  of Mentor's U.S. Patent No. 4886491. This patent covers Mentor's
     license for ultrasonic assisted liposuction. Damages were asserted in favor
     of Mentor for approximately $4,900,000 and $688,000 for interest. The court
     also  granted a permanent injunction enjoining further sales of the Lysonix
     2000  in  the  United States for the use of liposuction. The Court affirmed
     that  the lower court did not have the ability to increase damages or award
     attorneys'  fees.  Each  defendant  is jointly and severally liable as each
     defendant  was  deemed to infringe proportionally. Mentor requested further
     relief  in the trial court for additional damages. Accordingly, the Company
     accrued  an  aggregate  of $6,176,000 for damages, interest and other costs
     during  the  third  and  fourth  quarters  of fiscal 2001. The Company paid
     approximately  $123,000  of  these  accrued  costs  during fiscal 2002. See
     further  discussion  in  Note  11.


                                        7
<PAGE>
                                  MISONIX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (Information with respect to interim periods is unaudited) (CONTINUED)
     ======================================================================


3.   Inventories
     -----------

Inventories are summarized as follows:

                                  MARCH 31, 2002   JUNE 30, 2001
                                  ---------------  --------------

                 Raw materials    $     3,882,823  $    3,617,258
                 Work-in-process        1,267,676         860,834
                 Finished goods         2,739,050       3,396,280
                                  ---------------  --------------
                                  $     7,889,549  $    7,874,372
                                  ===============  ==============

4.   Accrued  Expenses  and  Other  Current  Liabilities
     ---------------------------------------------------

The following summarizes accrued expenses and other current liabilities:


                                         MARCH 31, 2002   JUNE 30, 2001
                                         ---------------  -------------
        Accrued payroll and vacation     $       150,945  $     135,651
        Accrued sales tax                         13,804          1,305
        Accrued commissions and bonuses           21,006        440,603
        Customer deposits                         22,595        260,767
        Accrued professional fees                  4,897         45,889
        Warranty                                 399,130        365,198
        Other                                     31,543         59,279
                                         ---------------  -------------
                                         $       643,920  $   1,308,692
                                         ===============  =============

5.   Income  Taxes
     -------------

     The  Company  recorded  a  deferred  tax  asset  relating  to  the  loss on
     impairment of equity investments for the notes and debentures issued to the
     Company  by  Hearing  Innovations,  Inc.  ("Hearing Innovations") and Focus
     Surgery,  Inc.  ("Focus  Surgery")  (See  Note  6)  during the third fiscal
     quarter  of  2002  and  nine  months ended March 31, 2002 in the amounts of
     $88,172 and $299,296, respectively. A full valuation allowance was recorded
     against  the  asset in accordance with the provisions of FASB Statement No.
     109  "Accounting  for Income Taxes." The valuation allowance was determined
     by assessing the recoverability of the deferred tax asset. In assessing the
     recoverability  of the deferred tax asset, management considered whether it
     is  more  likely  than  not whether some portion or all of the deferred tax
     asset  would  be  realized. Based upon the nature of the deferred tax asset
     and  the  Company's  projections for future capital gains against which the
     deferred  tax  asset would be deductible, management did not deem the asset
     to  be  recoverable  as  of  March  31,  2002.


                                        8
<PAGE>
                                  MISONIX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (Information with respect to interim periods is unaudited) (CONTINUED)
     ======================================================================


6.   Convertible  Debentures  from  and  Loans  to  Affiliates
     ---------------------------------------------------------

     Focus Surgery, Inc.
     -------------------
     The  Company  purchased a second $300,000 6% Secured Cumulative Convertible
     Debenture  from Focus Surgery due May 25, 2003 (the "Focus Debenture"). The
     Focus  Debenture  is convertible into 250 shares of Focus Surgery preferred
     stock  at  the option of the Company at any time up until the due date at a
     purchase  price  of  $1,200  per  share.  The Focus Debenture also contains
     warrants to purchase an additional 125 shares to be exercised at the option
     of  the  Company.  Interest  accrues  and  is  payable  at  maturity  or is
     convertible  on  the  same terms as the Focus Debenture's principal amount.
     The  Focus  Debenture is secured by a lien on all of Focus Surgery's right,
     title,  and interest in accounts receivable, inventory, property, plant and
     equipment and process of specified products whether now existing or arising
     after  the  date of the Focus Debenture. If the Company were to convert the
     Focus  Debenture  and  exercise  all  warrants,  the  Company would hold an
     interest  in  Focus  Surgery  of approximately 27%. The Company recorded an
     allowance  against  the Focus Debenture of $300,000 and accrued interest of
     $12,000 since the Company does not anticipate that the Focus Debenture will
     be paid in accordance with the contractual terms of the loan agreement. The
     related  expense  has  been  included  in  loss  on  impairment of loans to
     affiliated  entities  in  the  accompanying  consolidated  statements  of
     operations.  In  addition,  the Company also recorded a valuation allowance
     against  the  deferred  tax  asset  associated with the Focus Debenture and
     related  interest.

     During fiscal 2002, the Company entered into a loan agreement whereby Focus
     Surgery  borrowed  $60,000  from  the Company. This loan matures on May 30,
     2002.  The  loan  bears  interest  at  8% per annum and contain warrants to
     acquire  additional  shares.  The loan is secured by a lien on all of Focus
     Surgery's  right,  title  and  interest  in accounts receivable, inventory,
     property,  plant  and equipment and processes of specified products whether
     now existing or arising after the date of the loan. The Company recorded an
     allowance  against the entire balance of $60,000 due at March 31, 2002. The
     related  expense  has  been  included  in  loss  on  impairment of loans to
     affiliated  entities  in  the  accompanying  consolidated  statements  of
     operations.  The  Company  believes  that  this  loan is impaired since the
     Company  does not anticipate that this loan will be paid in accordance with
     the  contractual terms of the loan agreement. In addition, the Company also
     recorded  a  valuation  allowance against the deferred tax asset associated
     with  the  above  loan.

     The  Company  recorded  an  allowance  against  the interest accrued during
     fiscal  year  2002  of  $24,975  for  the $300,000, 5.1% Secured Cumulative
     Convertible  Debenture  due  December  22,  2002 and the first $300,000, 6%
     Secured  Cumulative  Convertible  Debenture  due  May  25,  2003 from Focus
     Surgery.  The  above  debentures  were  purchased  in fiscal year 2001. The
     Company  does  not  anticipate  that  these  debentures  will  be  paid  in
     accordance  with  the contractual terms of the loan agreements. The related
     expense  has  been  included  in  loss on impairment of loans to affiliated
     entities  in  the  accompanying  consolidated  statement  of operations. In
     addition,  the  Company  also  recorded  a  valuation allowance against the
     deferred  tax  asset  associated  with  the  above  interest.


                                        9
<PAGE>
                                  MISONIX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (Information with respect to interim periods is unaudited) (CONTINUED)
     ======================================================================


     Hearing  Innovations,  Inc.
     ---------------------------

     During fiscal 2002, the Company entered into eleven loan agreements whereby
     Hearing Innovations was required to pay the Company the aggregate amount of
     $322,679  due  May  30,  2002.  All notes bear interest at 8% per annum and
     contain  warrants  to acquire additional shares. The notes are secured by a
     lien  on  all of Hearing Innovations' right, title and interest in accounts
     receivable,  inventory,  property,  plant  and  equipment  and processes of
     specified  products whether now existing or arising after the date of these
     agreements. If the Company were to exercise all warrants, the Company would
     hold  an  interest in Hearing Innovations of approximately 35%. The Company
     recorded  an  allowance  against the entire balance of $322,679 and accrued
     interest of $32,022 for the above loans in addition to interest accrued for
     loans issued during fiscal year 2001. The related expense has been included
     in  loss  on impairment of loans to affiliated entities in the accompanying
     consolidated  statement  of  operations. The Company believes the loans and
     related  interest  are  impaired since the Company does not anticipate that
     these  loans  will  be paid in accordance with the contractual terms of the
     loan  agreements.  In  addition,  the  Company  also  recorded  a valuation
     allowance  against  the  deferred tax asset associated with the above loans
     and  related  interest.

     The  Company  recorded  an  allowance  against  the interest accrued during
     fiscal  year  2002  of  $15,750  for  the  $300,000  7% Secured Convertible
     Debenture  due  August 27, 2002 from Hearing Innovations, since the Company
     does not anticipate that this debenture will be paid in accordance with the
     contractual  terms  of  the  loan  agreement.  The related expense has been
     included  in  loss  on  impairment  of  loans to affiliated entities in the
     accompanying consolidated statement of operations. In addition, the Company
     also  recorded  a  valuation  allowance  against  the  deferred  tax  asset
     associated  with  the  above  interest.

7.   Business  Segments
     ------------------

     The  Company  operates  in  two  business  segments, which are organized by
     product types: industrial products and medical devices. Industrial products
     include  the  Sonicator  ultrasonic  liquid  processor,  Aura ductless fume
     enclosure,  the  Autoscope  and Guardian endoscope disinfectant system from
     Labcaire  and the Mystaire scrubber. Medical devices include the Auto Sonix
     for  ultrasonic  cutting  and  coagulatory system, refurbishing revenues of
     high-performance  ultrasound  systems  and  replacement transducers for the
     medical  diagnostic  ultrasound  industry,  ultrasonic  lithotriptor  and
     ultrasonic  neuro  aspirator.  The Company evaluates the performance of the
     segments  based  upon  income  (loss)  from  operations  less  general  and
     administrative  expenses,  bad  debt  expense  and  litigation  settlement
     expenses.  The  accounting  policies  of the segments are the same as those
     described in the summary of significant accounting policies (Note 1) in the
     Company's  Annual  Report  on  Form  10-K for the year ended June 30, 2001.
     Certain  items are maintained at the corporate headquarters (corporate) and
     are  not  allocated  to  the  segments.  They primarily include general and
     administrative  expenses,  bad  debt  expense  and  litigation  settlement
     expenses.  The  Company  does  not  allocate  assets  by  segment  as  such
     information  is  not  provided  to  the  chief  operating  decision  maker.
     Summarized financial information for each of the segments for the three and
     nine  months  ended  March  31,  2002  are  as  follows:


                                       10
<PAGE>
<TABLE>
<CAPTION>
                                   MISONIX, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
      (Information with respect to interim periods is unaudited) (CONTINUED)
      ======================================================================


For the nine months ended March 31, 2002:


                                                           (a)
                             MEDICAL    INDUSTRIAL    CORPORATE AND
                             DEVICES     PRODUCTS      UNALLOCATED       TOTAL
                            ----------  -----------  ---------------  ------------
<S>                         <C>         <C>          <C>              <C>
Net sales                   $8,139,343  $13,557,935  $                $ 21,697,278
Cost of goods sold           4,591,768    7,547,035                     12,138,803
                            ----------  -----------                   ------------
Gross profit                 3,547,575    6,010,900                      9,558,475
Selling expenses               812,806    2,408,969                      3,221,775
Research and
  development                1,205,684      405,621                      1,611,305
                            ----------  -----------                   ------------
Total operating
  expenses                   2,018,490    2,814,590       4,556,949      9,390,029
                            ----------  -----------  ---------------  ------------
Income (loss) from
  operations                $1,529,085  $ 3,196,310  $   (4,556,949)  $    168,446
                            ==========  ===========  ===============  ============
</TABLE>

(a)  Amount  represents  general  and  administrative.

For the three months ended March 31, 2002:

<TABLE>
<CAPTION>
                                                         (a)
                           MEDICAL    INDUSTRIAL    CORPORATE AND
                           DEVICES     PRODUCTS      UNALLOCATED       TOTAL
                          ----------  -----------  ---------------  -----------
<S>                       <C>         <C>          <C>              <C>
Net sales                 $2,335,242  $ 5,035,978  $                $7,371,220
Cost of goods sold         1,439,075    2,884,177                    4,323,252
                          ----------  -----------                   -----------
Gross profit                 896,167    2,151,801                    3,047,968
Selling expenses             272,636      891,651                    1,164,287
Research and
  development                527,095      120,013                      647,108
                          ----------  -----------                   -----------
Total operating
  expenses                   799,731    1,011,664       1,551,239    3,362,634
                          ----------  -----------  ---------------  -----------
Income (loss) from
  operations              $   96,436  $ 1,140,137  $   (1,551,239)  $ (314,666)
                          ==========  ===========  ===============  ===========
</TABLE>

(a)  Amount  represents  general  and  administrative.

The Company's revenues are generated from various geographic regions. The
following is an analysis of net sales by geographic region:

For the nine months ended March 31:

                                    2002         2001
                                 -----------  -----------
              United States      $14,502,406  $15,655,760
              Canada and Mexico       55,086      190,217
              United Kingdom       5,294,053    4,056,726
              Europe                 806,070    1,212,506
              Asia                   637,709      560,792
              Middle East             99,191       48,953
              Other                  302,763       87,451
                                 -----------  -----------
                                 $21,697,278  $21,812,405
                                 ===========  ===========


                                       11
<PAGE>
                                  MISONIX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (Information with respect to interim periods is unaudited) (CONTINUED)
     ======================================================================


8.   Goodwill  and  Other  Intangible  Assets
     ----------------------------------------

     In  July 2001, the Financial Accounting Standards Board issued Statement of
     Financial  Accounting  Standards  Nos. 141 and 142 (SFAS 141 and SFAS 142),
     "Business  Combinations"  and  "Goodwill  and  Other  Intangible  Assets,"
     respectively. SFAS 141 replaces APB 16 and requires the use of the purchase
     method for all business combinations initiated after June 30, 2001. It also
     provides  guidance  on  purchase  accounting  related to the recognition of
     intangible  assets  and  the  accounting  for  negative  goodwill. SFAS 142
     requires  goodwill and intangible assets with indefinite useful lives to no
     longer be amortized, but instead be tested for impairment at least annually
     and  whenever events or circumstances occur that indicate goodwill might be
     impaired.

     With  the adoption of SFAS 142, the Company reassessed the useful lives and
     residual  values  of  all  acquired intangible assets to make any necessary
     amortization  period  adjustments.  Based on that assessment, only goodwill
     was  determined  to  have an indefinite useful life and no adjustments were
     made  to  the  amortization  period  or residual values of other intangible
     assets.  Amortization  of goodwill for the comparable three and nine months
     periods  ended  March  31,  2001  was  $182,299 and $466,344, respectively.
     Included  in the amortization of goodwill for the comparable three and nine
     month  periods ended March 31, 2001 was $57,725 and $173,175 for amortizing
     the  investments  in  Focus  Surgery and Hearing Innovations, respectively.
     These  investments  were  written  down  to  zero  at  June  30,  2001.

     SFAS  142  provides a six-month transitional period from the effective date
     of adoption for the Company to perform an assessment of whether there is an
     indication  that  goodwill is impaired. To the extent that an indication of
     impairment  exists,  the  Company must perform a second test to measure the
     amount  of  impairment.  The  second  test  must  be  performed  as soon as
     possible,  but  no  later  that  the end of the fiscal year. Any impairment
     measured  as  of  the date of adoption will be recognized as the cumulative
     effect of a change in accounting principle. The Company performed the first
     test  and  has  determined  that  there  is no indication that the goodwill
     recorded  is  impaired  and,  therefore,  the  second test is not required.

9.   Acquisition
     -----------

     Labcaire  Systems  Ltd.
     -----------------------
     In  October  2001,  under  the terms of the revised purchase agreement (the
     "Labcaire  Agreement")  with Labcaire (as discussed in the Company's Annual
     Report  on  Form  10-K  for the year ended June 30, 2001), the Company paid
     $99,531  for  9,286  shares  (2.65%)  of  the  outstanding  common stock of
     Labcaire  bringing  the  acquired  interest to 97.35 %. This represents the
     fiscal  2002  buy-back  portion,  as defined in the Labcaire Agreement. The
     Company  is  obligated  to  purchase 2.65% in the next fiscal year at which
     time  the  Company  will  own  100%  of  Labcaire.


                                       12
<PAGE>
                                  MISONIX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (Information with respect to interim periods is unaudited) (CONTINUED)
     ======================================================================


10.  Revolving  Line  of  Credit
     ---------------------------

     The  Company secured a $5,000,000 revolving credit facility with Fleet Bank
     on  January 18, 2002 for working capital requirements. The revolving credit
     facility  expires  January  18,  2005 and has interest rate options ranging
     from  Libor  plus  1.0%  per  annum to prime rate plus .25% per annum. This
     facility  is  secured  by  the  assets of the Company. This credit facility
     contains  certain financial covenants, including: a covenant requiring that
     the  Company  maintain  a  ratio  of  debt  to  earnings  before  interest,
     depreciation, taxes and amortization of not greater than to 2.00 to 1; that
     the Company maintain a working capital ratio of not less than 1.5 to 1; and
     that  the  Company  maintain a tangible net worth of $14,500,000. The terms
     provide  for  the  repayment  of  the debt in full on its maturity date. On
     March 31, 2002, the Company had $5,000,000 available on its line of credit.

11.  Subsequent  Event
     -----------------

     On  April  24, 2002, the Company resolved all issues related to the lawsuit
     brought  by  Mentor  (see  Note  2  for discussion). Under the terms of the
     settlement,  the Company paid Mentor $2,700,000 for its share of a combined
     $5,400,000  settlement  with Mentor in exchange for a complete release from
     any  monetary  liability  in  connection  with  the  lawsuit  and judgment.

     In April 2002, the Company and MDA/LySonix mutually agreed to terminate the
     license  agreement  between  the  parties.  In  addition,  the Company paid
     $1,000,000  to  purchase  certain  assets  of MDA/LySonix which the Company
     expects  to  utilize  in  the  future.


                                       13
<PAGE>
                                  MISONIX, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                ================================================


ITEM 2.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS.

Nine Months Ended March 31, 2002 and 2001.

NET  SALES:  Net  sales of the Company's medical devices and industrial products
-----------
decreased  $115,127 from $21,812,405 for the nine months ended March 31, 2001 to
$21,697,278  for  the  nine months ended March 31, 2002.  This difference in net
sales  is  due to an increase in industrial products of $763,373 offset by lower
medical  device  sales  of  $878,500.  The  increase  in  industrial products is
predominately  due  to  an  increase  in  fume  enclosure  sales of $853,117 and
Labcaire  sales  of $1,393,252 offset by lower wet scrubber sales of $1,447,985.
The decrease in medical devices is due to decreased sales of therapeutic medical
devices  of  $1,489,048  offset  by  an  increase in sales of diagnostic medical
devices  of  $610,548.

GROSS PROFIT: Gross profit decreased to 44.1% in the nine months ended March 31,
-------------
2002  from 52.4% in the nine months ended March 31, 2001.  The decrease in gross
profit  is  predominantly  due  to  the  unfavorable  mix of high and low margin
product  deliveries  caused by increased sales of diagnostic medical devices and
sales  by  Labcaire,  which  traditionally  carry  lower  gross  margins.

SELLING  EXPENSES:  Selling  expenses increased $317,609 from $2,904,166 for the
------------------
nine  months  ended March 31, 2001 to $3,221,775 for the nine months ended March
31,  2002.  Medical device selling expenses increased $191,739 predominantly due
to  additional  sales  and  marketing  efforts  of  diagnostic  medical devices.
Industrial  selling  expenses  increased $125,870 predominantly due to increased
marketing  efforts,  advertising  initiatives  and  personnel  additions.

GENERAL  AND  ADMINISTRATIVE  EXPENSES:  General  and  administrative  expenses
--------------------------------------
decreased  $21,730  from  $4,578,679  in the nine months ended March 31, 2001 to
$4,556,949  in  the  nine  months  ended  March  31,  2002.  The  decrease  is
predominantly  due  to  increased  accounting  and  legal  fees and facility and
administration costs in Longmont, Colorado, partially offset due to the adoption
in  the  first  quarter of fiscal 2002 of FASB Statement No. 142,  "Goodwill and
Other  Intangible  Assets" (SFAS 142).  In accordance with SFAS 142, the Company
is  no  longer amortizing goodwill.  Amortization of goodwill for the comparable
period  in  fiscal  2001  was  $293,159.

RESEARCH  AND  DEVELOPMENT EXPENSES: Research and development expenses increased
------------------------------------
$235,289  from $1,376,016 for the nine months ended March 31, 2001 to $1,611,305
for  the nine months ended March 31, 2002.  The increase is predominantly due to
increased  research  and development on medical device products in the amount of
$355,435  partially  offset  by  reduced  efforts for industrial products in the
amount  of  $120,146.

OTHER INCOME (EXPENSE): Other income during the nine months ended March 31, 2002
-----------------------
was  $10,915.  During  the  nine  months  ended March 31, 2001, other income was
$407,324.  The  decrease of $396,409 was principally due to the $767,426 reserve
recorded for loans impaired with regard to the loans made to both Focus Surgery,
Inc.  ("Focus  Surgery")  and Hearing Innovations, Inc. ("Hearing Innovations").
The  Company  is no longer amortizing the investments or recording the equity in
loss  for  its investments in Focus Surgery and Hearing Innovations for the nine
months  ended  March 31, 2002 since the investments were written down to zero at
June  30,  2001.  Amortization  of  the investments for the comparable period in
fiscal 2001 was $173,175 and the equity in loss on the investments was $288,924.


                                       14
<PAGE>
                                  MISONIX, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
          ============================================================


INCOME  TAXES:  The  effective tax rate is 96.4% for the nine months ended March
--------------
31,  2002  as  compared  to  an effective tax rate of 107.2% for the nine months
ended  March  31,  2001.  The  current  effective  tax  rate is a mixture of the
Labcaire tax expense offset by domestic entities benefits which also incorporate
the valuation allowance recorded.  The Company recorded a valuation allowance in
the  amount  of  $299,296  for  the nine months ended March 31, 2002 against the
deferred  tax  asset  relating to the loss on the loans and debentures issued by
Hearing  Innovations  and Focus Surgery. The valuation allowance was recorded in
accordance  with the provisions of FASB Statement No. 109 "Accounting for Income
Taxes".

Three Months Ended March 31, 2002 and 2001.

NET  SALES:  Net  sales of the Company's medical devices and industrial products
-----------
decreased  $33,336  from $7,404,556 for the three months ended March 31, 2001 to
$7,371,220  for  the  three  months  ended March 31, 2002.  This decrease in net
sales  is  due  to a $900,226 decrease in medical devices partially offset by an
increase  of  $866,890  in  industrial  products.  The  increase  in  industrial
products is predominately due to an increase in fume enclosure sales of $138,856
and Labcaire sales of $1,119,024 offset by lower wet scrubber sales of $445,287.
The decrease in medical devices is due to decreased sales of therapeutic medical
devices  of  $1,303,075  offset  by  an  increase in sales of diagnostic medical
devices  of  $402,849.

GROSS  PROFIT:  Gross  profit decreased to 41.4% in the three months ended March
--------------
31,  2002  from  52.3% in the three months ended March 31, 2001. The decrease in
gross  profit is predominantly due to the unfavorable mix of high and low margin
product  deliveries  caused by increased sales of diagnostic medical devices and
sales  by  Labcaire,  which  traditionally  carry  lower  gross  margins.

SELLING  EXPENSES:  Selling  expenses  increased $42,428 from $1,121,859 for the
------------------
three months ended March 31, 2001 to $1,164,287 for the three months ended March
31,  2002.  Medical  device  selling  expenses  decreased  $41,763.  Industrial
selling  expenses  increased  $84,191 predominantly due to marketing efforts and
advertising  initiatives.

GENERAL  AND  ADMINISTRATIVE  EXPENSES:  General  and  administrative  expenses
--------------------------------------
increased  $17,118  from  $1,534,121 in the three months ended March 31, 2001 to
$1,551,239  in  the  three  months  ended  March  31,  2002.  The  increase  is
predominantly  due  to  increased  accounting  and  legal  fees and facility and
administration  costs in Longmont, Colorado, partially offset by the adoption in
the  first quarter of fiscal 2002 of FASB Statement No. 142, "Goodwill and Other
Intangible  Assets"  (SFAS 142).  In accordance with SFAS 142, the Company is no
longer  amortizing goodwill.  Amortization of goodwill for the comparable period
in  fiscal  2001  was  $124,574.

RESEARCH  AND  DEVELOPMENT EXPENSES: Research and development expenses increased
------------------------------------
$94,609  from $552,499 for the three months ended March 31, 2001 to $647,108 for
the  three  months ended March 31, 2002.  The increases are predominantly due to
increased research and development on medical device products of $166,791 offset
by  decreased  efforts  for  industrial  products  in  the  amount  of  $72,182.


                                       15
<PAGE>
                                  MISONIX, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
            =========================================================


OTHER  INCOME  (EXPENSE):  Other expense during the three months ended March 31,
-------------------------
2002 was $73,840.  During the three months ended March 31, 2001 other income was
$36,749.  The  decrease  of $110,589 was principally due to the $226,084 reserve
recorded  for loans impaired with regard to the loans made to both Focus Surgery
and  Hearing  Innovations.  The  Company  is  no  longer  amortizing goodwill or
recording  the  equity  in loss for its investments in Focus Surgery and Hearing
Innovations for the three months ended March 31, 2002 since the investments were
written  down  to  zero  at  June  30,  2001.  Amortization  of goodwill for the
comparable  period  in  fiscal  2001  was  $57,725 and the equity in loss on the
investments  was  $96,151.

INCOME TAXES: For the three months ended March 31, 2002, the Company's effective
-------------
tax  rate  is  46.5% as compared to an effective tax rate of 38.6% for the three
months ended March 31, 2001.  The current effective tax rate is a mixture of the
Labcaire tax expense offset by domestic entities benefits which also incorporate
the  valuation allowance recorded. The Company recorded a valuation allowance in
the  amount  of  $88,172  for  the three months ended March 31, 2002 against the
deferred  tax  asset  relating to the loss on the loans and debentures issued by
Hearing  Innovations  and Focus Surgery. The valuation allowance was recorded in
accordance  with the provisions of FASB Statement No. 109 "Accounting for Income
Taxes".

LIQUIDITY  AND  CAPITAL  RESOURCES:

Working  capital  at  March  31,  2002  and  June  30,  2001 was $12,194,795 and
$12,002,501,  respectively.  Cash flow from operations for the nine months ended
March  31,  2002 was negatively impacted by the payment of litigation settlement
liabilities,  payment  of  accounts payable and lower accrued expenses partially
offset  by  increased  accounts  receivable  collections.

The  Company  secured  a $5,000,000 revolving credit facility with Fleet Bank on
January  18,  2002  to  cover  any  potential  shortfalls  of the Company's cash
position  as  well  as  to  support  future working capital needs. The revolving
credit  facility  expires January 18, 2005 and has interest rate options ranging
from  Libor plus 1.0% per annum to prime rate plus .25% per annum. This facility
is  secured  by the assets of the Company. This credit facility contains certain
financial covenants, including: a covenant requiring that the Company maintain a
ratio  of debt to earnings before interest, depreciation, taxes and amortization
of  not  greater than 2.00 to 1; and that the Company maintain a working capital
ratio  of  not  less than 1.5 to 1; and that the Company maintain a tangible net
worth of $14,500,000. The terms provide for the repayment of the debt in full on
its  maturity  date.  On March 31, 2002, the Company had $5,000,000 available on
its  line  of  credit.

In  October  2001,  under  the  terms  of  the  revised  purchase agreement (the
"Labcaire Agreement") with Labcaire (as discussed in the Company's Annual Report
on  Form  10-K  for  the year ended June 30, 2001), the Company paid $99,531 for
9,286  shares  (2.65%)  of  the  outstanding  common  stock  of  Labcaire.  This
represents  the  fiscal  2002  buy-back  portion,  as  defined  in  the Labcaire
Agreement.


                                       16
<PAGE>
                                  MISONIX, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
            =========================================================


During  fiscal  2002,  the  Company  entered into eleven loan agreements whereby
Hearing  Innovations  is  required  to  pay  the  Company an aggregate amount of
$322,679 due May 30, 2002.   All notes bear interest at 8% per annum and contain
warrants  to  acquire additional shares.  The notes are secured by a lien on all
of  Hearing  Innovations'  right,  title  and  interest  in accounts receivable,
inventory,  property,  plant  and  equipment and processes of specified products
whether  now  existing  or  arising  after the date of these agreements.  If the
Company  were  to  exercise  all warrants, the Company would hold an interest in
Hearing  Innovations  of  approximately  35%.  The Company recorded an allowance
against  the  entire balance of $322,679 and accrued interest of $32,022 for the
above  loans in addition to interest accrued for loans issued during fiscal year
2001.  The  related  expense has been included in loss on impairment of loans to
affiliated  entities  in the accompanying consolidated statements of operations.
The  Company  believes  the  loans  and  related interest are impaired since the
Company does not anticipate that these loans will be paid in accordance with the
contractual terms of the loan agreements. In addition, the Company also recorded
a  valuation  allowance against the deferred tax asset associated with the above
loans  and  related  interest.

On  August  3,  2001,  the  Company  purchased  a $300,000 6% Secured Cumulative
Convertible  Debenture  from  Focus  Surgery  due  May  25,  2003  (the  "Focus
Debenture").  The  Focus  Debenture  is  convertible  into  250  shares of Focus
Surgery  preferred  stock  at the option of the Company at any time up until the
due  date  at  a  purchase  price of $1,200 per share.  The Focus Debenture also
contains  warrants  to  purchase an additional 125 shares to be exercised at the
option  of  the  Company.  Interest  accrues  and  is  payable at maturity or is
convertible  on  the  same terms as the Focus Debenture's principal amount.  The
Focus Debenture is secured by a lien on all of Focus Surgery's right, title, and
interest  in  accounts  receivable, inventory, property, plant and equipment and
process  of specified products whether now existing or arising after the date of
the  Focus  Debenture.  If  the  Company were to convert the Focus Debenture and
exercise  all  warrants,  the Company would hold an interest in Focus Surgery of
approximately  27%.  The  Company  recorded  an  allowance  against  the  Focus
Debenture of $300,000 and accrued interest of $12,000 since the Company does not
anticipate  that  the  Focus  Debenture  will  be  paid  in  accordance with the
contractual  terms  of the loan agreement. The related expense has been included
in  loss  on  impairment  of  loans  to  affiliated entities in the accompanying
consolidated  statements of operations.   In addition, the Company also recorded
a  valuation  allowance against the deferred tax asset associated with the Focus
Debenture  and  related  interest.

During  fiscal  2002,  the  Company  entered into a loan agreement whereby Focus
Surgery  borrowed  $60,000 from the Company.  This loan matures on May 30, 2002.
The  loan  bears  interest  at  8%  per  annum  and  contain warrants to acquire
additional  shares.  The  loan  is  secured  by a lien on all of Focus Surgery's
right, title and interest in accounts receivable, inventory, property, plant and
equipment  and  processes  of specified products whether now existing or arising
after  the  date  of  the  loan.  The  Company recorded an allowance against the
entire  balance  of $60,000 due at March 31, 2002.  The related expense has been
included  in  loss  on  impairment  of  loans  to  affiliated  entities  in  the
accompanying  consolidated  statement of operations.   The Company believes that
this  loan is impaired since the Company does not anticipate that this loan will
be  paid  in  accordance  with  the contractual terms of the loan agreement.  In
addition,  the  Company also recorded a valuation allowance against the deferred
tax  asset  associated  with  the  above  loan.


                                       17
<PAGE>
                                  MISONIX, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
            =========================================================

The  Company,  Medical  Device  Alliance  Inc.  ("MDA")  and  MDA's wholly-owned
subsidiary,  LySonix,  Inc.  ("LySonix")  were  defendants in an action alleging
patent  infringement  filed by Mentor Corporation ("Mentor").  On June 10, 1999,
the  United States District Court, Central District of California, found for the
defendants  that  there  was  no  infringement  upon  Mentor's  patent.  Mentor
subsequently  filed  an  appeal.  The issue concerned whether Mentor's patent is
enforceable against the Company and does not govern whether the Company's patent
in  reference is invalid.  On April 11, 2001, the United States Court of Appeals
for  the  Federal  Circuit  Court  issued a decision reversing in large part the
decision  of  the  trial  court  and  granting the motion by Mentor against MDA,
LySonix  and the Company for violation of Mentor's U.S. Patent No. 4886491. This
patent  covers  Mentor's  license  for ultrasonic assisted liposuction.  Damages
were  asserted  in favor of Mentor for approximately $4,900,000 and $688,000 for
interest.  The court also granted a permanent injunction enjoining further sales
of  the LySonix 2000 in the United States for the use of liposuction.  The Court
affirmed  that  the  lower court did not have the ability to increase damages or
award  attorneys'  fees.  Each defendant is jointly and severally liable as each
defendant  was  deemed  to  infringe  proportionally.  Mentor  requested further
relief  in  the  trial  court  for additional damages.  Accordingly, the Company
accrued  an aggregate of $6,176,000 for damages, interest and other costs during
the  third  and  fourth quarters of fiscal 2001.  The Company paid approximately
$123,000  of  these  accrued  costs during the first nine months of fiscal 2002.

On  April  24,  2002,  the  Company  resolved  all issues related to the lawsuit
brought  by  Mentor (see "Legal Proceedings" for discussion). Under the terms of
the  settlement,  the Company paid Mentor $2,700,000 for its share of a combined
$5,400,000  settlement  with  Mentor in exchange for a complete release from any
monetary  liability  in  connection  with  the  lawsuit  and  judgment.

In  April  2002,  the  Company  and MDA/LySonix mutually agreed to terminate the
license agreement between the parties.  In addition, the Company paid $1,000,000
to  purchase  certain assets of MDA/LySonix which the Company expects to utilize
in  the  future.

The  Company  believes  that  its  existing  capital resources will enable it to
maintain its current and planned operations for at least 18 months from the date
hereof.

Recent  Accounting  Pronouncements
----------------------------------

In  August  2001, the Financial Accounting Standards Board issued FASB Statement
No.  144,  "Accounting  for  the  Impairment  of  Disposal of Long-Lived Assets"
(Statement  144),  which supersedes both FASB Statement No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
(Statement  121)  and the accounting and reporting provisions of APB Opinion No.
30,  "Reporting the Results of Operations-Reporting the Effects of Disposal of a
Segment  of  a  Business,  and Extraordinary, Unusual and Infrequently Occurring
Events  and  Transactions"  (Opinion  30),  for  the  disposal of a segment of a
business  (as  previously  defined  in that Opinion).  Statement 144 retains the
fundamental provisions in Statement 121 for recognizing and measuring impairment
losses on long-lived assets held for use and long-lived assets to be disposed of
by  sale, while also resolving significant implementation issues associated with
Statement 121.  For example, Statement 144 provides guidance on how a long-lived
asset  that  is  used  as  part  of  a group should be evaluated for impairment,
establishes  criteria  for  when  a  long-lived  asset  is  held  for  sale, and
prescribes  the accounting for a long-lived asset that will be disposed of other
than  by  sale.  Statement 144 retains the basic provisions of Opinion 30 on how
to  present  discontinued  operations  in the income statement but broadens that
presentation  to  include  a  component of an entity (rather than a segment of a
business).  Unlike  Statement 121, Statement 144 does not address the impairment
of  goodwill.  Rather,  goodwill is evaluated for impairment under Statement No.
142,  "Goodwill  and  Other  Intangible  Assets".


                                       18
<PAGE>
                                  MISONIX, INC.
                           QUANTATIVE AND QUALITATIVE
                          DISCLOSURE ABOUT MARKET RISK
                          ============================

The  Company  is  required  to adopt Statement 144 no later than the fiscal year
beginning  after  December 15, 2001.  Management does not expect the adoption of
Statement  144  for  long-lived assets held for use to have a material impact on
the  Company's  financial  statements  because  the  impairment assessment under
Statement  144  is  largely unchanged from Statement 121.  The provisions of the
Statement  for  assets held for sale or other disposal generally are required to
be  applied  prospectively  after  the adoption date to newly initiated disposal
activities.  Therefore,  management  cannot determine the potential effects that
adoption  of  Statement  144  will  have  on the Company's financial statements.

Forward  Looking  Statements:  This  report  contains  certain  forward  looking
statements  within  the meaning of Section 27A of the Securities Act and Section
21E  of  the  Exchange Act, which are intended to be covered by the safe harbors
created  thereby.  Although the Company believes that the assumptions underlying
the  forward  looking  statements  contained  herein  are reasonable, any of the
assumptions  could  be inaccurate, and therefore, there can be no assurance that
the  forward  looking  statements  contained  in  this  report  will prove to be
accurate.  Factors  that  could  cause actual results to differ from the results
specifically  discussed  in  the forward looking statements include, but are not
limited  to,  the absence of anticipated contracts, higher than historical costs
incurred  in performance of contracts or in conducting other activities, product
mix  in  sales,  results  of  joint  venture and investment in related entities,
future  economic,  competitive  and  market  conditions,  the  outcome  of legal
proceedings  as  well  as  management  business  decisions.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Currency Risk:

Approximately  29% of the Company's revenues for the nine months ended March 31,
2002  were received in English Pounds Sterling currency.  To the extent that the
Company's  revenues  are  generated in English Pounds, its operating results are
converted  into  U.S.  Dollars using rates of 1.43 and 1.45 for the three months
ended  March  31,  2002  and 2001, respectively.  A strengthening of the English
Pound,  in  relation  to the U.S. Dollar, will have the effect of increasing its
reported  revenues and profits, while a weakening of the English Pound will have
the  opposite  effect.  Since  the Company's operations in England generally set
prices  and bids for contracts in English Pounds, a strengthening of the English
Pound, while increasing the value of its UK assets, might place the Company at a
pricing  disadvantage  in  bidding  for  work from manufacturers based overseas.


                                       19
<PAGE>
                                  MISONIX, INC.


PART II - OTHER INFORMATION

     Item 1.   Legal Proceedings.

     The  Company,  Medical  Device Alliance Inc. ("MDA") and MDA's wholly-owned
     subsidiary,  Lysonix,  Inc.  ("Lysonix"),  were  defendants  in  an  action
     alleging  patent  infringement  filed  by Mentor Corporation ("Mentor"). On
     June  10,  1999,  the  United  States  District  Court, central District of
     California,  found  for  the defendants that there was no infringement upon
     Mentor's  patent.  Mentor subsequently filed an appeal. The issue concerned
     whether  Mentor's  patent  is  enforceable against the Company and does not
     govern  whether  the Company's patent in reference is invalid. On April 11,
     2001,  the  United  States  Court  of Appeals for the Federal Circuit Court
     issued  a  decision reversing in large part the decision of the trial court
     and  granting the motion by Mentor against MDA, Lysonix and the Company for
     violation  of Mentor's U.S. Patent No. 4886491. This patent covers Mentor's
     license for ultrasonic assisted liposuction. Damages were asserted in favor
     of Mentor for approximately $4,900,000 and $688,000 for interest. The court
     also  granted a permanent injunction enjoining further sales of the Lysonix
     2000  in  the  United States for the use of liposuction. The Court affirmed
     that  the lower court did not have the ability to increase damages or award
     attorneys'  fees.  Each  defendant  is jointly and severally liable as each
     defendant  was  deemed to infringe proportionally. Mentor requested further
     relief  in the trial court for additional damages. Accordingly, the Company
     accrued  an  aggregate  of $6,176,000 for damages, interest and other costs
     during  the  third  and  fourth  quarters  of fiscal 2001. The Company paid
     approximately  $123,000 of these accrued costs during the first nine months
     of  fiscal  2002.

     On  April  24, 2002, the Company resolved all issues related to the lawsuit
     brought  by  Mentor.  Under  the  terms of the settlement, the Company paid
     Mentor  $2,700,000  for  its share of a combined $5,400,000 settlement with
     Mentor  in  exchange  for a complete release from any monetary liability in
     connection  with  the  lawsuit  and  judgment.

     In April 2002, the Company and MDA/LySonix mutually agreed to terminate the
     license  agreement  between  the  parties.  In  addition,  the Company paid
     $1,000,000  to  purchase  certain  assets  of MDA/LySonix which the Company
     expects  to  utilize  in  the  future.



Item 6.   Exhibits and Reports on Form 8-K.

     (a)  None.
     (b)  There were no reports on Form 8-K filed during the quarter ended March
          31,  2002.


                                       20
<PAGE>
                                   SIGNATURES
                                   ----------

          Pursuant  to  the requirements 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.

Date:  May 13, 2002


                                    MISONIX, INC.
                                    -------------------------------------------
                                    (Registrant)

                                    By:  /s/ Michael A. McManus, Jr.
                                         ---------------------------------------
                                         Michael A. McManus, Jr.
                                         President, Chief Executive Officer


                                    By:  /s/ Richard Zaremba
                                         ---------------------------------------
                                         Richard Zaremba
                                         Vice President Chief Financial Officer,
                                         Treasurer and Secretary


                                       21
<PAGE>