BIOSYNERGY INC
10-Q/A, 1996-02-01
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 October 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 Identification
  incorporation or organization)      Number)     

                     
    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 filing requirements 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 Registration  Statement
          filed  on Form S-18 with  the Securities and Exchange Commission,
          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. 
          
               (iii) Incorporated by reference to Form 10K  for Fiscal Year
          ending April  30, 1994  filed  with the  Securities and  Exchange
          Commission.  
                     
               (iv)  This Exhibit is included in Form 10Q for the
          six month period ending October 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 
                             -------------   

                                                           Pursuant to
                                                           Sequential     
          Page                                             Numbering
          Number         Exhibit                           System 
          ---------      -------                           -------------
           27            Financial Data Schedule             E-1 
                     
                 
 <PAGE>  

<TABLE> <S> <C>

 <ARTICLE> 5
 <LEGEND>
 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
 FINANCIAL STATEMENTS OF  THE REGISTRANT FOR THE  SIX MONTH PERIOD
 ENDING  OCTOBER 31,  1995 AND  IS  QUALIFIED IN  ITS ENTIRETY  BY
 REFERENCE TO SUCH FINANCIAL STATEMENTS.
 </LEGEND>
        
 <S>                         <C>                  <C>
 <PERIOD-TYPE>               3-MOS                6-MOS
 <FISCAL-YEAR-END>                  APR-30-1996          APR-30-1996
 <PERIOD-END>                       OCT-31-1995          OCT-31-1995
 <CASH>                             7,841                7,841
 <SECURITIES>                       0                    0
 <RECEIVABLES>                      65,084               65,684
 <ALLOWANCES>                       500                  500
 <INVENTORY>                        51,144               51,144
 <CURRENT-ASSETS>                   127,386              127,386
 <PP&E>                             166,252              166,252
 <DEPRECIATION>                     (161,308)            (161,308)
 <TOTAL-ASSETS>                     430,606              430,606
 <CURRENT-LIABILITIES>              198,499              198,499
 <BONDS>                            0                    0
 <COMMON>                           632,663              632,663
               0                    0
                         0                    0
 <OTHER-SE>                         (400,656)            (400,656)
 <TOTAL-LIABILITY-AND-EQUITY>       430,606              430,606
 <SALES>                            120,813              236,686
 <TOTAL-REVENUES>                   121,971              238,909
 <CGS>                              42,044               80,319
 <TOTAL-COSTS>                      42,044               80,319
 <OTHER-EXPENSES>                   18,930               37,362
 <LOSS-PROVISION>                   0                    0
 <INTEREST-EXPENSE>                 722                  1,403
 <INCOME-PRETAX>                    20,630               44,832
 <INCOME-TAX>                       0                    0
 <INCOME-CONTINUING>                0                    0
 <DISCONTINUED>                     0                    0
 <EXTRAORDINARY>                    0                    0
 <CHANGES>                          0                    0
 <NET-INCOME>                       20,630               44,832
 <EPS-PRIMARY>                      .001                 .003
 <EPS-DILUTED>                      .001                 .003
         
 
</TABLE>


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