BIOSYNERGY INC
10-Q/A, 1995-10-30
MEASURING & CONTROLLING DEVICES, NEC
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               SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
          
                            FORM 10Q/A
          
      [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 
           15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
          
           For the quarterly period ended July 31, 1995
                       
                               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 0-12459
          
                        Biosynergy, Inc.                       
 -----------------------------------------------------------------
    (Exact name of registrant as specified in its charter)
          
          Illinois                          36-2880990       
- -----------------------------         ---------------------------
(State or other jurisdiction of       (I.R.S. Employer incorporation or
 organization)                         Identification No.)
         
 1940 East Devon Avenue, Elk Grove Village,  Illinois    60007 
- -----------------------------------------------------------------
 (Address of principal executive offices)              (Zip Code)
          
 Registrant's telephone number, including area code:  (708) 956-0471

 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  filingrequirements for the past 90 days.
          
  Yes     X      No          
       -------       -------
          
  Number of shares outstanding of common stock as of the close
  of the period covered by this report:  13,806,511 
          
  Page 1  of the  7 pages contained in the  sequential
  numbering system.
          
  <PAGE>                                      
                       PART II - OTHER INFORMATION
                       ---------------------------
          
      Item 6.  Exhibits and Reports on Form 8K.
               --------------------------------  

               (a)  The  following   exhibits  are  filed  as   a  part  of
  this report:
           
                    (3)   Articles of Incorporation and By-laws (i)
          
                    (10)  Material Contracts
          
               (a) Deferred Compensation  Option Agreement, dated
  January 31, 1990, between the Company and Fred K. Suzuki(ii)
          
               (b) Stock Option Agreement, dated August 1, 1993,
  between the Company and Fred K. Suzuki (iii)
          
               (c) Promissory Note dated March 2, 1993, in the
  amount of $12,100 payable to Fred K. Suzuki. (iii)
          
               (d) Promissory  Note  dated  July  1,  1993,  in
  the amount of $7,587.75 payable to Fred K. Suzuki. (iii)
          
                   (15) Letter dated September 8, 1995, regarding
  interim financial information. (iv)
          
                   (27) Financial Data Schedule, attached hereto as
  Exhibit 27.
     
                (b)  No Current  Reports  on  Form  8K  were  filed
  during the period covered by this Report.
          
  -----------------------                     
  [FN]
           (i) Incorporated by reference to a RegistrationStatement filed on
  Form S-18  with the Securities and ExchangeCommission, 1933 Act Registration
  Number 2-38015C, under the Securities Act of 1933, as  amended, and
  Incorporated by reference, with regard to Amended By-Laws, to the
  Company's Annual Report on Form 10K for fiscal year  ending April 30,
  1986 filed  with the Securities and Exchange Commission.
          
           (ii)  Incorporated  by  reference  to  the Company's
  Annual Report on Form 10K  for fiscal year ending  April 30, 1990
  filed with the Securities and Exchange Commission.
             
           (iv)  This  exhibit is   included in  Form 10Q  for the
  three  month  period ending  July 31,  1995 as  a part  of the
  Financial Statements, and is incorporated by  reference herein. 

  <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.
          
  Biosynergy, Inc.
          
          
   Date  _____________________        /s/ FRED K. SUZUKI /s/       
                                      ------------------------------
                                      Fred K. Suzuki
                                      President, Chairman of the    
                                      Board, Chief Accounting
                                      Officer and Treasurer
          
          
   Date ______________________        /s/ LAUANE C. ADDIS /s/      
                                      -----------------------------
                                      Lauane C. Addis
                                      Secretary, Corporate Counsel
                                      and Director
         
   <PAGE>
          
                            EXHIBIT INDEX
                            -------------
          
                                                                          
                                                            Page Number  
                                                            Pursuant to   
                                                            Sequential 
   Exhibit                                                  Numbering 
   Number            Exhibit                                System
   ---------         -------                                -------------
      27             Financial Data Schedule                E-1
          
                     
<PAGE> 

<TABLE> <S> <C>

<ARTICLE> 5
                             EXHIBIT 1
<LEGEND>
THE SCHEDULE CONTAINS  SUMMARY FINANCIAL INFORMATION EXTRACTED ED
IN ITS ENTIRETY BYREFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
                     
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          APR-30-1996
<PERIOD-END>                               JUL-31-1995
<CASH>                                          11,414
<SECURITIES>                                         0
<RECEIVABLES>                                   61,369
<ALLOWANCES>                                       500
<INVENTORY>                                     50,883
<CURRENT-ASSETS>                               127,535
<PP&E>                                         166,252
<DEPRECIATION>                               (160,613)
<TOTAL-ASSETS>                                 426,656
<CURRENT-LIABILITIES>                          215,179
<BONDS>                                              0
<COMMON>                                       632,663
                                0
                                          0
<OTHER-SE>                                   (421,186)
<TOTAL-LIABILITY-AND-EQUITY>                   426,656
<SALES>                                        115,873
<TOTAL-REVENUES>                               116,937
<CGS>                                           38,275
<TOTAL-COSTS>                                   38,275
<OTHER-EXPENSES>                                18,432
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 681
<INCOME-PRETAX>                                 24,202
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    24,202
<EPS-PRIMARY>                                     .001
<EPS-DILUTED>                                     .001
        

</TABLE>


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