Dionics Inc – ‘PRE 14C’ for 7/7/04

On:  Thursday, 6/24/04, at 9:19am ET   ·   For:  7/7/04   ·   Accession #:  945836-4-38   ·   File #:  0-08161

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Preliminary Proxy Information Statement   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14C     Preliminary Proxy Information Statement               12±    51K 


INFORMATION REQUIRED IN INFORMATION STATEMENT                 

SCHEDULE 14C INFORMATION                

Information Statement Pursuant to Section 14(c) of the Securities               
Exchange Act of 1934 (Amendment No.    )                

Check the appropriate box:                                            

[ X] Preliminary information statement                                

[  ] Confidential, for use of the Commission only                     
(as permitted by Rule 14c-5(d)(2))                          

[  ] Definitive information statement                                 

DIONICS, INC.                 
(Name of Registrant as Specified in Its Charter)                

Payment of filing fee (Check the appropriate box):                    

[ X ]    No fee required.                                             

[   ]    Fee computed on the table below per Exchange Act             
Rules 14c-5(g) and 0-11.                            

(1)  Title of each class of securities to which             
transaction applies:  N/A                         
(2)  Aggregate number of securities to which                
transaction applies:  N/A                         
(3)  Per unit price or other underlying value of            
transaction computed pursuant to Exchange Act Rule
0-11:  N/A                                        
(4)  Proposed maximum aggregate value of transaction:       
N/A                                               
(5)  Total fee paid: N/A                                    

[   ]     Check box if any part of the fee is offset as               
   provided by Exchange Act Rule 0-11(a)(2) and identify
the filing for which the offsetting fee was paid  
previously.  Identify the previous filing by      
    registration statement number, or the form or schedule
and the date of its filing.                       

(1)  Amount previously paid:  N/A                           
(2)  Form, schedule or registration statement no.:  N/A     
(3)  Filing party:  N/A                                     
(4)  Date filed:  N/A                                       

DIONICS, INC.                 
65 Rushmore Street                
Westbury, New York 11590                

CONSENT STATEMENT                 

CONSENT OF STOCKHOLDERS IN LIEU OF SPECIAL MEETING                

_____________________________                 

This Consent Statement is being furnished to stockholders of          
Dionics,  Inc.,  a  Delaware  corporation  (the  "Company"),   in               
connection with the solicitation of written consents by the Board               
of  Directors  of  the  Company (the "Board of  Directors")  with               
respect  to the matters set forth below.  This Consent  Statement               
is  first being mailed to stockholders of the Company on or about               
July 7, 2004.                                                                   

In connection with this Consent Statement, stockholders are         
being asked:                                                                    

1.    To consider and consent to a proposal to amend to the         
Certificate  of  Incorporation of the  Company  to  increase  the               
number  of  authorized shares of Common Stock and to authorize  a               
new  class  of  Preferred Stock (the "Capitalization Amendment");               
and                                                                             

2.    To  consider and consent to a proposal to  amend  the         
Company's 1997 Incentive Stock Option Plan to increase the number               
of  shares  of  Common Stock reserved for issuance thereunder  by               
250,000 shares.                                                                 

The principal executive office of the Company is located at         
65  Rushmore  Street,  Westbury, New York 11590.   The  telephone               
number of the principal executive office of the Company is  (516)               
997-7474.                                                                       

THE MATTERS DESCRIBED HEREIN ARE OF GREAT IMPORTANCE TO THE         
COMPANY.   ACCORDINGLY, STOCKHOLDERS ARE URGED  TO  READ  AND  TO               
CONSIDER  CAREFULLY  THE INFORMATION CONTAINED  IN  THIS  CONSENT               
STATEMENT.                                                                      

PLEASE  DATE, SIGN AND MAIL PROMPTLY THE ENCLOSED  CONSENT,         
FOR WHICH A RETURN ENVELOPE IS PROVIDED.                                        

The date of this Consent Statement is July 7, 2004                

GENERAL INFORMATION                                                             

Section 228 of the General Corporation Law of the State  of         
Delaware   states   that,  unless  otherwise  provided   in   the               
certificate of incorporation, any action that may be taken at any               
annual or special meeting of stockholders, may be taken without a               
meeting, without prior notice and without a vote, if consents  in               
writing,  setting forth the action so taken, shall be  signed  by               
the holders of outstanding stock having not less than the minimum               
number of votes that would be necessary to authorize or take such               
action  at a meeting at which all shares entitled to vote thereon               
were  present and voted, and those consents are delivered to  the               
corporation by delivery to its registered office in Delaware, its               
principal  place  of  business or an  officer  or  agent  of  the               
corporation  having custody of the books in which proceedings  of               
meetings of stockholders are recorded.  The Company's Certificate               
of  Incorporation contains no provision or language  in  any  way               
limiting the right of stockholders of the Company to take  action               
by written consent.                                                             

The Board has fixed the close of business on July 2, 2004 as          
the record date for the determination of stockholders entitled to               
receive  notice of, and consent to, the matters set forth  herein               
(the "Record Date").  Accordingly, only stockholders of record on               
the  books of the Company at the close of business on the  Record               
Date will be entitled to consent to the matters set forth herein.               
The  Board has also fixed the close of business on July 28,  2004               
as  the time after which consents may no longer be accepted,  and               
July 29, 2004 as the date upon which the written consents will be               
tabulated.                                                                      

On  the  Record Date, the Company had outstanding 4,956,178         
shares  of  Common Stock, par value $.01 per share  (the  "Common               
Stock"), which are the only outstanding voting securities of  the               
Company.   Each share of Common Stock is entitled  to  one  vote.               
Accordingly,  the  holders of the Common Stock  are  entitled  to               
4,956,178 votes in the aggregate.                                               

The  cost  of  soliciting consents will  be  borne  by  the         
Company.    In  addition  to  solicitation  by  mail,   officers,               
directors and other employees of the Company may solicit consents               
by  personal  contact, telephone, facsimile or  other  electronic               
means without additional compensation.                                          

Consents  in  the  accompanying  form  which  are  properly         
executed,  duly  returned  and not  revoked,  will  be  voted  in               
accordance  with  the  instructions thereon.   If  a  consent  is               
executed  but no indication is made with respect to  any  one  or               
more  particular  matters contained in such consent  as  to  what               
action  is to be taken, such consent will be deemed to constitute               
a  consent  to  each  particular matter  contained  thereon  with               
respect  to  which  no indication is made.  Any  consent  may  be               
revoked  in  writing at any time provided such written revocation               
is  received  by  the Company at the place fixed for  receipt  of               
consents  prior to the close of business on July 28,  2004.   The               
unrevoked  signed  consents of the holders of  the  Common  Stock               
outstanding  and  entitled  to consent  as  of  the  Record  Date               
representing at least a majority of the number of votes which the               
holders  of  the Common Stock would be entitled to  vote  in  the               
aggregate  at  a  meeting at which all shares  entitled  to  vote               
thereon  were  present  and voted, are necessary  to  effect  the               
approval of the matters set forth herein.                                       

PRINCIPAL STOCKHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT                 

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

                          Percent(1)
Name and Address             Shares Owned       of Class                        

Bernard Kravitz             704,551(2)             14.2%                        
65 Rushmore Street                                                              
Westbury, NY                                                                    

Keith Kravitz               324,105                 6.5%                        
110-11 Queens Blvd.                                                             
Forest Hills, NY                                                                

Alan Gelband              1,100,000(3)             22.2%                        
750 Third Avenue                                                                
New York, NY                                                                    

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

Kenneth Levy                   -(4)                  -                          
43 Fifth Avenue                                                                 
New York, NY                                                                    

All Directors & Officers    704,551                14.2%                        
as a Group (3 persons)                                                          
____________________________                                                    

(1)  Based  upon 4,956,178 outstanding shares of Common Stock  as               
of the Record Date.                                                   

(2)  Includes 687,036 shares of record and 17,515 shares owned by               
Mrs.  Phyllis Kravitz, Mr. Bernard Kravitz' wife.  Does  not          
include 324,105 shares owned by Keith Kravitz, adult son  of          
Bernard  Kravitz.  Bernard Kravitz disclaims any  beneficial          
ownership with respect to any shares owned by Keith Kravitz.          
In  addition, does not include shares which Mr. Kravitz will          
receive   upon  automatic  conversion  of  the   convertible          
promissory  note (described below), subject to  the  Company          
effecting   the   Capitalization   Amendment,   and   shares          
underlying a warrant which has been granted to Mr.  Kravitz,          
which  will  be  exercisable only  upon  the  Capitalization          
Amendment.                                                            

(3)  Does  not include shares which Mr. Gelband will receive upon               
automatic  conversion  of  the convertible  promissory  note          
(described below), subject to the Capitalization Amendment.           

(4)  Does  not  include  200,000 shares which Mr.  Levy  will  be               
entitled  to  purchase  at $.05 per  share  subject  to  the          
Capitalization Amendment.                                             

PROPOSED INCREASE IN THE COMPANY'S AUTHORIZED SHARES                
OF COMMON STOCK AND AUTHORIZATION OF PREFERRED STOCK                

The Board of Directors has unanimously adopted a resolution         
declaring  it advisable to amend Article FOURTH of the  Company's               
Certificate  of Incorporation to provide for an increase  in  the               
number of authorized shares of Common Stock from 5,000,000 shares               
of  Common Stock, $0.01 par value, to 50,000,000 shares  and  for               
the  authorization of a new class consisting of 1,000,000  shares               
of   Preferred   Stock,  $0.01  par  value  (the  "Capitalization               
Amendment"), and has directed that the resolution be submitted to               
a  vote  of  the  stockholders.  If  the  proposed  amendment  is               
approved by the consent of holders of a majority of the Company's               
outstanding  shares, the authorized capital stock of the  Company               
will  consist  of  50,000,000 shares of Common  Stock  $0.01  par               
value,  and 1,000,000 shares of Preferred Stock, $0.01 par value,               
issuable in series.                                                             

In  May  2004,  the  Company  entered  into  an  Investment         
Agreement with Alan Gelband ("Gelband") pursuant to which  up  to               
2,200,000  shares of Common Stock will be issued in consideration               
for   an   investment  of  $110,000  (the  "Gelband  Agreement").               
Pursuant to the terms thereof, the Company received from  Gelband               
the  initial installment of $55,000 in May 2004 and delivered  to               
Gelband  1,100,000 shares and, in June 2004, received the balance               
of  $55,000  pursuant to which convertible promissory notes  have               
been  issued  which  will  automatically convert  into  1,100,000               
shares  upon the Company effecting the Capitalization  Amendment.               
Pursuant to and as required by the Gelband Agreement, the Company               
entered  into  an Investment Agreement with Bernard Kravitz,  the               
Company's President, pursuant to which Bernard Kravitz agreed  to               
make an investment of $50,000 in the Company in consideration for               
which  he will receive 1,000,000 shares and a three-year  warrant               
to acquire an additional 1,000,000 shares exercisable at $.05 per               
share  (the "Kravitz Agreement").  Pursuant to the terms thereof,               
in  June  2004,  the  Company received the  investment  from  Mr.               
Kravitz of $50,000 and issued a convertible promissory note which               
will automatically convert into 1,000,000 shares upon the Company               
effecting    the   Capitalization   Amendment.    In    addition,               
contemporaneously with the execution of the foregoing agreements,               
and  as required by the Gelband Agreement, Kenneth Levy became  a               
director  of  the  Company and executed an  Investment  Agreement               
pursuant to which Levy will be entitled to acquire 200,000 shares               
of  Common  Stock  for  $10,000 upon the  Company  effecting  the               
Capitalization Amendment (the "Levy Agreement").                                

The  Company is presently authorized to issue 5,000,000  of         
its Common Stock of which 4,956,178 shares are outstanding as  of               
the  Record  Date.  Accordingly, in order to have  the  aforesaid               
convertible  promissory notes automatically convert  into  Common               
Stock and to allow Levy to make his investment in the Company  as               
described  above,  the Company must increase the  number  of  its               
authorized  shares  of Common Stock.  In addition,  in  order  to               
allow  currently  outstanding stock options and  warrants  to  be               
exercisable and in order to allow the Company to grant additional               
stock  options  and  warrants in the  future,  the  Company  must               
increase  its  authorized shares of Common Stock.  The  Board  of               
Directors  also deems it in the best interests of the Company  to               
have  sufficient number of shares of Common Stock authorized  and               
available for issuance in order to meet future financing needs of               
the  Company, to raise additional capital and for other corporate               
purposes.   Accordingly,  the Board of Directors  recommends  the               
increase  in the number of authorized shares of Common  Stock  to               
50,000,000 shares and the authorization of a new class consisting               
of 1,000,000 shares of Preferred Stock.                                         

The Board of Directors believes that the growing complexity         
of  modern business financing requires greater flexibility in the               
Company's capital structure than now exists.  The availability of               
additional  shares  might  also be  used  for  general  corporate               
purposes  such  a  raising capital, mergers  or  acquisitions  or               
attempting  to  obtain, retain and reward skilled  management  in               
connection  with  stock  options and other stock-related  benefit               
plans.                                                                          

The Board of Directors strongly believes that opportunities         
may arise which will require prompt action and in which any delay               
incurred   in  seeking  stockholder  approval  for  issuance   of               
additional  shares could be detrimental to the  Company  and  its               
stockholders.  In the Board's opinion, the proposed amendment  to               
the  Company's Certificate of Incorporation will give the Company               
the  flexibility to take advantage of such opportunities  and  to               
operate  more  effectively.   Authorization  of  such  additional               
shares would permit the issuance at various times of shares which               
could be specifically adapted to a wide variety of circumstances.               
As  to  each  series of Preferred Stock, the Board  of  Directors               
would  have  the  power to fix the dividend rights,  dividend  or               
interest  rates,  conversion rights, voting  rights,  rights  and               
terms   of   redemption  (including  sinking  fund   provisions),               
redemption  prices  and liquidation preferences,  and  any  other               
powers,  designations,  preferences and  relative  participating,               
optional  or  other  rights  of  the  series,  as  well  as   any               
qualifications, limitations or restrictions on any of the  rights               
of  the  series, and the number of shares constituting the series               
and  the designation thereof, all without further approval of the               
stockholders,  except  as  may  be  required  by  application  of               
applicable law or stock exchange rules.                                         

Other  than the possible issuances described herein,  there         
are  no  present  negotiations, agreements,  or  firm  intentions               
regarding the use of any of the additional shares of Common Stock               
or  Preferred Stock proposed to be authorized.  No stockholder of               
the  Company presently has, or would have, any preemptive  rights               
relating to the future issuance of any shares of Common Stock  or               
Preferred Stock.                                                                

It  is  not  possible  to state the actual  effect  of  the         
authorization  of  the Preferred Stock upon  the  rights  of  the               
Company's  Common stockholders until the Board of  Directors  has               
specified  the  rights  of  a  series  of  the  Preferred  Stock.               
However, the rights of any such series, if and when issued, might               
preclude  or  make  difficult a merger or  takeover,  making  the               
Company a less attractive potential takeover candidate.  Although               
the  Board would make such a determination based on its  judgment               
as  to the best interest of stockholders, the Board could so  act               
to  discourage an acquisition attempt or other transaction viewed               
favorably by the holders of a majority of the outstanding  voting               
stock  of  the Company.  Thus, the authorization of the Preferred               
Stock  might  be  deemed  to  have an anti-takeover  effect.   On               
balance,  however,  the  Board believes that  the  advantages  of               
increasing  its  flexibility to act in the  face  of  a  proposed               
transaction   outweighs  any  resulting  disadvantages   to   the               
Company's stockholders.  This proposal is not part of a  plan  by               
management to adopt a series of amendments which may have an anti-              
takeover  effect nor does management presently intend to  propose               
any anti-takeover measures in any future solicitation of proxies.               
Management does not believe that any provisions of the  Company's               
present Certificate of Incorporation or By-laws is likely to have               
an anti-takeover effect.                                                        

The  Board  of  Directors believes that the  Capitalization         
Amendment  is  in  the  best interests of  the  Company  and  its               
stockholders and recommends that the stockholders consnt  to  the               
Capitalization Amendment.                                                       

The  text  of the proposed amendment to the Certificate  of         
Incorporation is as follows:                                                    

That Article FOURTH of the Certificate of Incorporation  be         
and it hereby is amended to read in its entirety as follows:                    

"FOURTH:  The total number of shares of capital stock which         
the  Corporation  is authorized to issue is 51,000,000  of  which               
50,000,000 shares with a par value of $0.01 each shall be  Common               
Stock  and  of which 1,000,000 shares with a par value  of  $0.01               
each  shall  be Preferred Stock.  The Board of Directors  of  the               
Corporation  is  authorized to the full extent now  or  hereafter               
permitted by the laws of the State of Delaware to provide for the               
issuance from time to time in one or more series of any number of               
shares  of Preferred Stock, and, by filing a certificate pursuant               
to  the Delaware General Corporation Law, to establish the number               
of  shares  to be included in each such series, and  to  fix  the               
designations,   powers,  preferences,   and   rights,   and   the               
qualifications,  limitations  and  restrictions  of   each   such               
series."                                                                        

PROPOSED INCREASE IN THE NUMBER OF SHARES OF COMMON STOCK               
RESERVED FOR ISSUANCE UNDER THE 1997 INCENTIVE STOCK OPTION PLAN                

The Board of Directors has unanimously adopted a resolution         
declaring  it advisable to amend the 1997 Incentive Stock  Option               
Plan (the "1997 Plan") to increase the number of shares of Common               
Stock   reserved  for  issuance  thereunder  by  250,000  shares,               
bringing the total number of shares reserved under the 1997  Plan               
to 500,000.                                                                     

Introduction                                                                    

In  September 1997, the Board of Directors of  the  Company         
adopted  the  1997 Incentive Stock Option Plan (the "1997  Plan")               
for employees of the Company to purchase up to 250,000 shares  of               
Common  Stock  of  the  Company.  The 1997 Plan  was  subject  to               
obtaining  stockholder  approval  within  twelve  months  of  the               
adoption  of  the  1997  Plan  which  approval  was  obtained  in               
September  1998.  The purpose of the 1997 Plan is to enhance  the               
ability  of  the  Company to attract and retain highly  qualified               
persons  as  employees of the Company and  to  provide  such  key               
employees  with  incentives  to  contribute  to  the  growth  and               
development of the business of the Company.                                     

The following summary of the 1997 Plan is qualified in  its         
entirety  by the full text of the 1997 Plan.  Any stockholder  of               
the  Company that wishes to obtain a full text copy of  the  1997               
Plan,  may  do so upon written request to the Company's Secretary               
at  the Company's principal executive office, 65 Rushmore Street,               
Westbury, New York 11590.                                                       

Who May Participate in the Plan                                                 

Employees  of  the Company or any of its  subsidiaries  are         
eligible  to  receive options pursuant to the terms of  the  1997               
Plan  unless such employee is an "executive officer" (as  defined               
in  Rule 3b-7 under the Securities Exchange Act of 1934)  of  the               
Company  or any subsidiary, or a director of the Company  or  any               
subsidiary.   Under the terms of the 1997 Plan, participants  may               
receive options to purchase Common Stock in such amounts and  for               
such  prices  as may be established by the Board of Directors  or               
the committee appointed by the Board, provided, however, that the               
purchase price shall be at least 100% of the fair market value of               
the Common Stock of the Company at the time of grant.                           

Options granted under the 1997 Plan are intended to qualify         
as  "incentive stock options" as defined in Section  422  of  the               
Internal  Revenue  Code  of  1986, as amended.   Incentive  stock               
options are subject to the following limitations:                               

(1)  An incentive stock option may not be granted to an     
employee who at the time of grant owns in excess of 10%     
of  the outstanding Common Stock of the Company, unless     
the exercise price under the option is at least 110% of     
the  fair  market  value of the stock  subject  to  the     
option  as of the date of grant of the option  and  the     
option term is no more than five years.                     

(2)  The aggregate fair market value (determined as  of     
the  time the option is granted) of stock with  respect     
to  which  incentive stock options are exercisable  for     
the  first time by an optionee during any calendar year     
(under all option plans of the Company) will not exceed     
$100,000.                                                   

Exercise of Options; Exercise Price; Vesting                                    

Options granted pursuant to the 1997 Plan will be evidenced         
by  agreements in such form and containing such provisions as the               
Board of Directors or a committee appointed by the Board may from               
time to time authorize and approve.                                             

The Board or committee appointed by the Board has the power         
to  set  the  time  or  times during which each  option  will  be               
exercisable, and to accelerate the time or times for exercise  of               
an option. No option shall be exercisable after the expiration of               
ten  years from the date it is granted, except in the case of  an               
option  granted to a 10% shareholder (in which event,  as  stated               
above, the option must be exercised within five years).                         

To the extent the right to purchase shares has accrued under          
the  option,  the option may be exercised from time  to  time  by               
written notice to the Company, stating the number of shares being               
purchased  and accompanied by the payment in full of  the  option               
price  of  such number of shares.  An optionee at his  discretion               
may, in lieu of cash payment, deliver Common Stock already owned,               
with  a fair market value (on the date of exercise) equal to  the               
purchase  price  for the shares being acquired  pursuant  to  the               
exercise  of  the  option, as payment for  the  exercise  of  any               
option.                                                                         

If any option expires or terminates before exercise in full         
or  in part, the shares not acquired upon exercise of that option               
may  be made subject to additional options granted under the 1997               
Plan.   Unless terminated earlier by reason of expiration of  the               
option term, options under the 1997 Plan will generally terminate               
(i)  three months after the optionee ceases to be an employee  of               
the  Company for reasons other than death or disability (at which               
time  the option may be exercised to the extent it was vested  as               
of the date of termination), or (ii) six months after the date of               
death  or  disability of the optionee (at which time the  options               
may be exercised in full).                                                      

Amendment and Termination                                                       

Unless  the 1997 Plan shall have been sooner terminated  as         
provided therein, it shall terminate ten years from the date  the               
1997  Plan was adopted by the Board.  The Board may at  any  time               
prior  to that date alter, suspend or terminate the 1997 Plan  as               
it  may  deem  advisable, except that it may not without  further               
shareholder  approval (i) increase the maximum number  of  shares               
subject  to  the 1997 Plan, (ii) extend the period  during  which               
options  may  be  granted or exercised or (iii)  make  any  other               
change  unless  the Board determines that the  change  would  not               
materially  increase the cost of the 1997 Plan  to  the  Company.               
Except  as  otherwise provided in the 1997 Plan,  no  alteration,               
suspension  or  termination of the 1997  Plan  may,  without  the               
consent of the employee to whom any option shall have theretofore               
been  granted (or the person or persons entitled to exercise such               
option  under  pursuant to the employee's death  or  disability),               
terminate his option or adversely affect his rights thereunder.                 

Plan Benefits                                                                   

As described above, options granted under the 1997 Plan are         
"incentive  stock  options" as defined  in  Section  422  of  the               
Internal Revenue Code.  Any stock options granted under the  1997               
Plan  shall  be granted at no less than 100% of the  fair  market               
value  of  the  Common Stock of the Company at the  time  of  the               
grant.   As  of  December 31, 2003, options  to  acquire  192,500               
shares of Common Stock had been granted under the 1997 Plan.   No               
executive officer is eligible to receive options under  the  1997               
Plan.                                                                           

During  the  year ended December 31, 2003, no options  were         
awarded under the 1997 Plan.                                                    

Assignment                                                                      

During  the  lifetime of the optionee, the option  will  be         
exercisable  only by the optionee and will not be  assignable  or               
transferable.                                                                   

Certain Federal Income Tax Consequences                                         

The  following is a brief summary of the principal  federal         
income  tax  consequences under current federal income  tax  laws               
relating  to  stock  option awards under  the  1997  Plan.   This               
summary is not intended to be exhaustive and, among other things,               
does not describe state or local tax consequences.                              

The  grant of an incentive stock option will not result  in         
taxable  income  at  the time of grant for  the  grantee  or  the               
Company.  The grantee will have no taxable income upon exercising               
an  incentive  stock option (except that the alternative  minimum               
tax  may  apply).  Upon disposition of the shares  acquired  upon               
exercise of an incentive stock option, long-term capital gain  or               
loss  will  be  recognized in an amount equal to  the  difference               
between  the  disposition price and the exercise price,  provided               
that the employee has not disposed of the shares within two years               
of  the  date  of  grant  or within one year  from  the  date  of               
exercise.   The capital gains tax rate applied will  depend  upon               
the  employee's holding period.  If the employee disposes of  the               
shares  without  satisfying both holding period  requirements  (a               
"Disqualifying   Disposition"),  the  employee   will   recognize               
ordinary income at the time of such Disqualifying Disposition  to               
the  extent of the difference between the exercise price and  the               
lesser  of  the fair market value of the shares on the  date  the               
incentive  stock option was exercised or the date of  sale.   Any               
remaining  gain  or  loss is treated as short-term  or  long-term               
capital gain or loss depending upon how long the shares have been               
held.  The Company is not entitled to a tax deduction upon either               
the exercise of an incentive stock option or upon disposition  of               
the  shares  acquired pursuant to such exercise,  except  to  the               
extent  that  the  employee  recognizes  ordinary  income  in   a               
Disqualifying Disposition.                                                      

MISCELLANEOUS                 

The  Company  is  presently subject  to  the  informational         
requirements  of  the Securities Exchange Act  of  1934,  and  in               
accordance therewith files reports and other information with the               
Securities  and  Exchange  Commission (the  "Commission").   Such               
reports,  proxy statements and other information can be inspected               
and  copied  at  the  public reference  room  maintained  by  the               
Commission  at  450 Fifth Street, N.W., Washington,  D.C.  20549.               
The  Commission may be called at 1-800-SEC-0330 to obtain further               
information  on  the  public  reference  room.   The   Commission               
maintains a Web site that contains reports, proxy and information               
statements  and  other  information regarding  the  Company;  the               
address of such site is http://www.sec.gov.                                     

              By Order of The Board of Directors

Bernard L. Kravitz, 
   President and Secretary

Dated:    July 7, 2004                                                          

APPENDIX                                                                        
FORM OF CONSENT                 

STOCKHOLDER'S WRITTEN CONSENT                 

DIONICS, INC.                 

THIS CONSENT IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS                 

FOR TABULATION ON JULY 29, 2004                 

The  undersigned, a holder of shares of Dionics, Inc.  (the         
"Company") stock, acting with respect to all such shares,  hereby               
consents,  withholds consent or abstains as specified below  with               
respect  to  the taking of corporate action without a meeting  on               
the  proposals set forth in the Company's Consent Statement dated               
July 7, 2004:                                                                   

1.    To  amend to the Certificate of Incorporation of  the         
Company  to  increase the number of authorized shares  of  Common               
Stock and to authorize a new class of Preferred Stock.                          

[  ] CONSENT   [  ] WITHHOLD CONSENT    [  ] ABSTAIN        

2.   To amend the Company's 1997 Incentive Stock Option Plan          
to  increase  the number of shares of Common Stock  reserved  for               
issuance thereunder by 250,000 shares.                                          

[  ] CONSENT   [  ] WITHHOLD CONSENT    [  ] ABSTAIN        

PLEASE  BE  CERTAIN  TO  INDICATE WHETHER YOU  WISH  TO  CONSENT,               
WITHHOLD CONSENT OR ABSTAIN.  IF NO CHOICE IS INDICATED, BUT THIS               
CARD   IS  OTHERWISE  COMPLETED,  YOU  WILL  BE  DEEMED  TO  HAVE               
CONSENTED.   THIS CONSENT MAY BE REVOKED AT ANY TIME  BEFORE  THE               
DATE WHEN CONSENTS ARE TABULATED.                                               

     ___________________________________

     ___________________________________
Signatures of Stockholder(s)  

Dated:   ______________________________         

NOTE:    Please sign exactly as name appears hereon.   When         
signing   as   attorney,  executor,  administrator,  trustee   or               
guardian, please set forth your full title.                                     

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘PRE 14C’ Filing		Date		Other Filings
		7/29/04
		7/28/04
For Period End:		7/7/04		PRE 14A
		7/2/04
Filed on:		6/24/04		PRE 14A
		12/31/03		10KSB,  10KSB/A
				List all Filings