BIOSYNERGY INC
10-Q, 1996-09-17
MEASURING & CONTROLLING DEVICES, NEC
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                                    UNITED STATES

                          SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C. 20549

                                       FORM 10Q

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

                     For the quarterly period ended July 31, 1996   
                                                    _____________

                                          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 (847) 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 17  pages contained  in the  sequential numbering
       system.   

<PAGE>
                        PART 1 - FINANCIAL INFORMATION


          Item 1.  FINANCIAL STATEMENTS
                   ____________________




          Board of Directors and Shareholders
          Biosynergy, Inc.
          Elk Grove Village, Illinois

               The accompanying  Balance Sheet  of BIOSYNERGY,  INC. as  at
          July  31,  1996   and  the  related  Statements   of  Operations,
          Shareholders' Equity (Deficit)  and Statements of Cash  Flows for
          the three month  periods ended July  31, 1996 and  1995 were  not
          audited;  however, the financial  statements for the  three month
          periods  ending July  31, 1996  and 1995 reflect  all adjustments
          (consisting only of normal reoccurring adjustments) which are, in
          the opinion of management, necessary to  provide a fair statement
          of the results of operations for the interim periods presented.

               The financial statements for the fiscal year ended April 30,
          1996, were  not audited  due to the  Company's lack  of available
          cash to pay for such audit; however, the financial statements for
          the  fiscal year  ending April 30,  1996 reflect  all adjustments
          (consisting only of normal reoccurring adjustments) which are, in
          opinion of management,  necessary to provide a  fair statement of
          the results of operations for the period presented.








                                             BIOSYNERGY, INC.








          September 11, 1996







<PAGE>
<TABLE>

                                BIOSYNERGY, INC.
                                 BALANCE SHEET
<CAPTION>
                                                 July 31, 1996  April 30,1996
                                                 _____________  _____________
                                                    Unaudited      Unaudited
                                                    _________      _________

                                        ASSETS

     <S>                                         <C>            <C>
     CURRENT ASSETS
       Cash                                             19,284         9,733
       Accounts Receivable, Trade, Net of
        Allowance for Uncollectible Accounts
         of $433 at July 31, 1996 and $500 at
         April 30, 1996                                 69,432        56,750
       Inventories (Notes 1 and 4)                      51,287        47,894
       Prepaid Expenses                                  1,980         2,795
                                                     _________    __________
               Total Current Assets                    141,983       117,172
                                                     _________    __________
     DUE FROM AFFILIATE (Note 3)                       275,727       271,020
                                                     _________    ___________

     PROPERTY AND EQUIPMENT
        Equipment                                      154,121       154,036
        Leasehold Improvements                          12,216        12,216
                                                      ________    __________
                                                       166,337       166,252
      Less: Accumulated Depreciation and
              Amortization                           ( 162,124)    ( 162,063)
                                                    __________    ___________
                                                         4,213         4,189
                                                    __________    ___________
     OTHER ASSETS
      Patents, Net of Accumulated                         
       Amortization (Note 1)                            28,633        29,805

      Deposits                                           6,145         6,145   
      Investment in Affiliated Company (Note 3)             -              -
                                                     _________     __________
                                                        34,778        35,950
                                                     _________     __________
                                                       456,701       428,331
                                                     _________     __________
                                                     ---------     ----------
</TABLE>
<TABLE>
<CAPTION>     
                         LIABILITIES AND SHAREHOLDERS' EQUITY

     <S>                                            <C>            <C>
     CURRENT LIABILITIES
       Accounts Payable                                39,986        46,422
       Accrued Executive Compensation                  92,331        99,435
       Other Accrued Compensation                       5,119         1,102
       Accrued Payroll Taxes                            1,798            -
       Deferred Rent                                      792           317
       Other Accrued Expenses                           1,727         1,583
                                                  ___________    __________
          Total Current Liabilities                   141,753       148,859
                                                  ___________    __________
     COMMITMENTS AND CONTINGENCIES (Note 7)               -              -
                                                  ___________    __________

     SHAREHOLDERS' EQUITY (Note 5)     
      Common Stock, No Par Value; 20,000,000 Shares
          Authorized, Issued:  13,806,511 Shares                               
          at July 31, 1996 and at April 30, 1996      632,663        632,663
      Additional paid-in capital                          100            100
      Accumulated Deficit                            (317,815)      (353,291)
                                                  ___________     __________
                                                      314,948        279,472
                                                  ___________     __________
                                                      456,701        428,331
                                                  ___________     __________
                                                  -----------     ----------
<FN>
    The accompanying notes  are  an  integral  part  of  the  financial
    statements.
</TABLE>
<PAGE>
<TABLE>

                                   BIOSYNERGY, INC.

                               STATEMENT OF OPERATIONS

                                      Unaudited
<CAPTION>
                                               Three Months Ended July 31, 
                                              ______________  ______________
                                                    1996          1995  
                                              ______________  ______________
   <S>                                         <C>             <C>
   REVENUES

     Sales                                          132,598         115,873
     Computer Rentals and Services                      150             150
     Interest Income                                      -              54
     Other Income                                     3,986             860
                                               _____________  ______________
                                                    136,734         116,937
                                               _____________  ______________

   COST AND EXPENSES

     Cost of Sales and Other
      Operating Charges                              45,302          38,275
     Research and Development                         7,097           7,450
     Marketing                                       14,596          10,982
     General and Administrative                      34,108          35,347
     Interest Expense                                   155             681
                                                 ____________  _____________
                                                   101,258           92,735
                                                _____________  _____________


   NET PROFIT (LOSS)                                 35,476          24,202
                                                ____________  ______________
                                                ------------  --------------

   NET PROFIT (LOSS) PER COMMON SHARE (Note 6)          .003            .002
                                                _____________  _____________
                                                ------------  --------------
    
     WEIGHTED AVERAGE COMMON
     SHARES OUTSTANDING (Note 6)                   13,806,511     13,806,511
                                                 ____________  ______________
                                                 ------------  --------------
     

<FN>

     The accompanying notes are an integral part of the financial statements.

</TABLE>
<PAGE>
<TABLE>
                                   BIOSYNERGY, INC.

                          STATEMENT OF SHAREHOLDERS' EQUITY

                           THREE MONTHS ENDED JULY 31, 1996

                                      Unaudited
<CAPTION>

                                          Additional
                       Common Stock       Paid-in  
                  Shares        Amount    Capital      Deficit     Total
                  _______    __________   ___________  __________  ________
<S>              <C>         <C>          <C>          <C>         <C>
 Balance, May 1,
   1996          13,806,511    632,663        100      (353,291)    279,472

 Net Profit (Loss)     -            -          -          35,476     35,476

 Sale of Common Stock  -            -          -             -          -   
                  __________   __________  __________  __________  ________

 Balance, July 31,
  1996            13,806,511     632,663      100       (317,815)   314,948
                  __________   __________  __________  __________   _______
 
<FN>
     The accompanying notes are an integral part of the financial statements.
</TABLE>

<PAGE>
<TABLE>
                                   BIOSYNERGY, INC.

                               STATEMENTS OF CASH FLOWS

                                      Unaudited
<CAPTION>

                                                 THREE  MONTHS ENDED JULY 31,
                                                      1996           1995  
                                                   ____________   __________

 <S>                                               <C>            <C>
  OPERATING ACTIVITIES:
    Net Income (Loss) 
    Adjustments to Reconcile Net Cash Used for          35,476        24,202
     Operating Activities:
      Depreciation and Amortization                      1,233         3,003
       Changes in Operating Assets and Liabilities:       
       (Increase) Decrease in Accounts Receivable     ( 12,682)     (  2,717)
       (Increase) Decrease in Inventories             (  3,393)     (  5,936)
       (Increase) Decrease in Prepaid Expenses             815      (    236)
       Increase (Decrease) in Accounts Payable
         and Accrued Expenses                         (  7,106)     (  5,516)
                                                    _____________   _________
   Net Cash Provided (Used) by Operating
     Activities                                         14,343        12,800
                                                    _____________    ________

     INVESTING ACTIVITIES:
       (Increase) Decrease in Due From Affiliate      (  4,707)      ( 4,556)
       (Increase) Decrease in Equipment               (     85)           - 
                                                    ______________   ________
       Net Cash Provided (Used) by Investing
         Activities                                   (  4,792)      ( 4,556)
                                                    ______________   ________

     FINANCING ACTIVITIES:
     Proceeds from Borrowing (Repayments)                   -        ( 1,350)
                                                    ______________   ________
      Net Cash Provided (Used) by Financing
         Activities                                         -        ( 1,350)
                                                    ______________   ________

      Increase (Decrease) in Cash and Cash
         Equivalents                                     9,551         6,894
                                                    _____________   _________
      Cash and Cash Equivalents at Beginning
         of Period                                       9,733         4,520
                                                    _____________   _________
      Cash and Cash Equivalents at End of Period        19,284        11,414
                                                    _____________   _________
                                                    -------------   ---------
    
<FN>
     The accompanying notes are an integral part of the financial statements.

</TABLE>
<PAGE>

                                 BIOSYNERGY, INC.

                            NOTES TO FINANCIAL STATEMENTS

          1.   Summary of Significant Accounting Policies:

               Inventories-Inventories are valued  at the lower of cost or 
               market using the FIFO (first-in, first-out) method.

               Equipment and Leasehold Improvements-Equipment and Leasehold
               improvements  are   stated  at   cost.    Depreciation   and
               amortization  are computed  primarily  on the  straight-line
               method over  the estimated  useful lives  of the  respective
               assets.  Repairs and  maintenance are charged to  expense as
               incurred;  renewals  and   betterments  which  significantly
               extend the useful  lives of existing property  and equipment
               are  capitalized.   Significant  leasehold  improvements are
               capitalized and amortized over the term of the lease.

               Research   and   Development,   and   Patents-Research and
               development  expenditures  are  charged  to  operations as
               incurred.   The cost  of obtaining patents,  primarily legal
               fees,  are capitalized and amortized over seventeen years on
               the straight-line method.

          2.   Company Organization and Description:

               The Company was incorporated under  the laws of the State of
               Illinois on  February 9, 1976.   It is primarily  engaged in
               the development  and  marketing  of  medical,  consumer  and
               industrial  thermometric  and  thermographic  products  that
               utilize cholesteric liquid crystals.

          3.   Related Party Transactions:

               The  Company and its  affiliates are related  through common
               stock ownership as follows as of July 31, 1996:

<TABLE>
                            S T O C K   O F   A F F I L I A T E S
                            _____________________________________
<CAPTION>
                                                     F.K. Suzuki
                           Stevia      Biosynergy   International     Medlab
 Stock Owner               Company         Inc.           Inc.          Inc.
 ___________               _________    __________   ______________   ______
 <S>                       <C>          <C>          <C>             <C>
 Stevia Company, Inc.        -             13.8%           -            -
 Biosynergy, Inc.            .4%             -             -            -
 F.K. Suzuki
   International, Inc.     55.8%           18.8%           -         100.0%
 Fred K. Suzuki,             -               -           35.6%          -
   Officer and Director
 Lauane C. Addis,            .1%             .1%         32.7%          -
  Officer and Director
 James F. Schembri,          -             12.9%           -            -
  Director
</TABLE>

               Upon the completion of the Company's public offering on July
               7, 1983, the  Company issued 2,000,000 shares of  its no par
               value  common  stock  in exchange  for  1,058,181  shares of
               commonstock of Stevia Company, Inc. The common stockof Stevia

<PAGE>

                                   BIOSYNERGY, INC.

                            NOTES TO FINANCIAL STATEMENTS 


               Company, Inc. had no book value  at the time of the exchange
               and,  as a consequence, the Company recorded the exchange at
               zero  dollar value.   The  Company owned  130,403  shares of
               Stevia   Company,  Inc.  Common  Stock  at  July  31,  1996.
               Although  the Common Stock  of Stevia  Company, Inc.  can be
               traded  in   the  over-the-counter   market,  there  is   no
               established  public trading market for such common stock due
               to limited and sporadic trades.  Stevia Company, Inc. Common
               Stock had an estimated market price of less than $.01 as  of
               July 31, 1996.

               Common  offices  are   shared  with  Stevia  Company,   Inc.
               Intercompany  charges   for  shared  expenses  are  made  by
               whichever  company incurs such  charges.   Such intercompany
               charges, together with  funds advanced in prior  years, have
               resulted  in the following balances due from Stevia Company,
               Inc.:

                               July 31, 1996 - $263,067
                              April 30, 1996 - $258,360

               At April 30, 1996 and July 31, 1996, the financial condition
               of Stevia Company,  Inc. was such that it is  unlikely to be
               able to repay  the Company during  the current year  without
               liquidating a portion of its assets.

               The   following   balances   were  due   from   F.K.  Suzuki
               International,  Inc. at  the dates  indicated  based on  the
               allocation of  common expenses  offset by  advances received
               from time to time:

                               July 31, 1996 - $12,660
                               April 30, 1996 - $12,660

               At April 30, 1996 and July 31, 1996, the financial condition
               of  F.K.  Suzuki International,  Inc.  was such  that  it is
               unlikely to be able to  repay the Company during the current
               year without liquidating a portion of its assets.

               See also Note 5.

          4.  Inventories:

               Components of inventories are as follows:

<PAGE>
                                  BIOSYNERGY, INC.

                            NOTES TO FINANCIAL STATEMENTS 


                                      April 30, 1996       July 31, 1996 
                                      ______________       _____________
               Raw Materials            $  30,015           $  32,480
               Work-in process             16,161              16,712
               Finished Goods               1,718               2,095
                                      ______________       _____________
                                           $  47,894           $  51,287
                                      ______________       _____________
                                      --------------       -------------

          5.   Common Stock:

               As of July 31, 1996,  under an employee stock incentive plan
               adopted in 1983, stock options and stock appreciation rights
               for  131,500 shares of stock  were granted to four advisors,
               directors, officers,  consultants, and/or  employees of  the
               Company.  The exercise price is $.05 per share.  The Company
               reserved 350,000  shares of its common stock  for this plan.
               Under the plan, stock options may be granted with respect to
               shares subject  to expired stock  options.  As  permitted in
               the   plan,  the  directors  of  the  Company  extended  the
               termination date of  the plan from May 19,  1986 to December
               31, 1989.  No  further action has  been taken to extend  the
               term of the plan.

               Effective  January 31,  1990, the  Company  entered into  an
               agreement  with its President,  Fred K. Suzuki,  pursuant to
               which  the Company  granted an  option to  convert all  or a
               portion of his  accrued but unpaid compensation  into shares
               of the Company's  no par value common stock  at a conversion
               rate of $.05 per share.   The option is conditioned upon the
               Company  having sufficient liquid assets to pay all employee
               taxes due at the time of the  conversion.  The option may be
               exercised until  Mr. Suzuki  is no  longer owed  accrued but
               unpaid salary.   The  accrued but unpaid  salary arose  as a
               result of Mr.  Suzuki agreeing to defer his  salary when the
               Company  was  not  financially able  to  pay  salaries  on a
               regular basis.  The option contains anti-dilutive provisions
               in  the  event  of corporate  capital  reorganizations.   An
               aggregate  of 1,122,263 shares of the Company's common stock
               were subject to Mr. Suzuki's option at July 31, 1996.

               On August 1,  1993, the Company entered into  a Stock Option
               Agreement  with Fred  K.  Suzuki,  President,  granting  Mr.
               Suzuki  an  option  to  purchase  3,000,000  shares  of  the
               Company's common  stock at  an option  price  of $0.025  per
               share.   This  Stock  Option Agreement  was  granted to  Mr.
               Suzuki in consideration of his loaning  money to the company
               on  an  unsecured basis  from  time  to  time.   The  option
               contains anti-dilutive provisions in the  event of corporate
               capital reorganizations.  As of July 31, 1996, no portion of
               this Option has been exercised.

               The Company's common stock is traded in the over-the-counter
               market.   However, there  is no  established public  trading
               market for  such common  stock due  to limited  and sporadic
               trades.   The  Company's common  stock  is not  listed on  a
               recognized market or stock exchange.

<PAGE>

                                   BIOSYNERGY, INC.

                            NOTES TO FINANCIAL STATEMENTS


          6.   Income (Loss) Per Share:

               Net income or (loss) per  common share is computed using the
               weighted average  number of common shares outstanding during
               the period,  after giving  effect to  stock  splits.   Fully
               diluted earnings per share, assuming exercise of outstanding
               options,  is not  presented since  exercise  of the  options
               would be anti-dilutive.

          7.   Lease Commitments:

               In 1996, the Company entered  into a new lease agreement for
               its current facilities which expires January 31, 2001.   The
               base  rent under  the lease,  of which  15% is  allocated to
               Stevia Company, Inc., escalates over  the life of the lease.
               Total rent payments for each fiscal year are as follows:

                  Year ending April 30            Total Base Rent  
                  ____________________            _______________

                    1996                               $11,000
                    1997                               $66,733
                    1998                               $68,200
                    1999                               $68,567
                    2000                               $69,300
                    2001                               $51,975

               Also  included in the lease agreement are escalation clauses
               for  the  lessor's  increases in  property  taxes  and other
               operating  expenses.   The  lease  can  be extended  for  an
               additional five year term.

<PAGE>
                                   BIOSYNERGY, INC.

                            NOTES TO FINANCIAL STATEMENTS


          8.   Income Taxes:

               At April  30, 1996,  net operating  loss carryforwards  were
               available and expire, if not used, as follows:

                                   Year Ending         Net Operating
                                    April 30,             Losses   
                                   __________          _____________

                                     1998              $   281,470
                                     1999                  677,671
                                     2000                  455,166
                                     2001                  449,142
                                     2002                  132,470
                                     2003                   85,822
                                     2004                   41,176
                                     2006                      160
                                     2007                   28,253
                                                       ___________
                                                       $ 2,151,330
                                                       -----------

               The  Company  adopted  Statement  of  Financial   Accounting
               Standards  (SFAS) No. 109, "Accounting for Income Taxes" for
               the fiscal  year ending April  30, 1994 as required  by SFAS
               No. 109.  The effect, if any, of adopting Statement  No. 109
               on  pre-tax  income   from  continuing  operations  is   not
               material.   The  company has  elected  not to  retroactively
               adopt  the provisions allowed in SFAS  No. 109; however, all
               provisions  of  the  document have  been  applied  since the
               beginning of fiscal year 1994.

          9.   Major Customers:

               Shipments to one customer accounted for approximately 31.24%
               of  sales during  the first  quarter  of Fiscal  1997.   The
               outstanding  receivable from  this customer  was $27,892  at
               July 31, 1996.

          10.  Management's Plans:

               In  view of the  fact the  Company has  incurred substantial
               losses in prior years,  management of the Company recognizes
               the Company's  ability to  continue as  a  going concern  is
               subject  to continued sales  performance and the  ability of
               the  Company  to  raise  money,  when  needed.    Therefore,
               management  intends  to  continue  expanding  the  Company's
               marketing efforts.


<PAGE>
          ITEM 2.   MANAGEMENT ANALYSIS OF  FINANCIAL CONDITION AND RESULTS
                    OF OPERATIONS   

          SALES/REVENUES
          --------------

          For the three month period  ending July 31, 1996 ("1st Quarter"),
          the net  sales increased 14.43%,  or $16,725, as compared  to net
          sales for the comparative quarter  ending in 1995.  This increase
          in sales is the result of a 16% increase in sales of HemoTempR II
          along with a  slight increase in other product  sales as compared
          to the same quarter  in 1995.  As of  July 31, 1996, the  Company
          had no back orders.

          In  addition to  the above,  during the  1st Quarter  the Company
          realized $150 of income as a  result of leasing a portion of  its
          computer time to  Stevia Company, Inc., an affiliate,  and $3,986
          of  miscellaneous  revenues,  primarily  related  to  specialized
          printing services provided on an "as needed" basis.

          INCOME/LOSS
          -----------

          The  Company realized  a net  profit  of $35,476  during the  1st
          Quarter  as  compared  to  a   net  profit  of  $24,202  for  the
          comparative quarter of the prior year.  The increase in income is
          a result of  improved sales.  There can  be no assurance however,
          that the  Company's sales will  improve or stay at  their present
          level on which the profitability of the Company is dependent.

          As  of April  30, 1996,  the Company  has incurred  net operating
          losses aggregating $2,151,330.  As a result of net operating loss
          carryovers, no  income taxes  were due for  Fiscal 1996  and will
          unlikely be due for Fiscal  1997.  See "FINANCIAL STATEMENTS" for
          the  effect  of  the  net  operating  loss  carryforwards on  the
          Company's income tax position.   The Tax Reform Act of  1986 will
          not alter the Company's net operating loss carryforward position,
          and the  net operating loss  carryforwards will be  available and
          expire, if not used, as set forth in Footnote 8 of the "FINANCIAL
          STATEMENTS."
       
          EXPENSES
          --------
                                     GENERAL
                                     -------- 

          The operating  expenses incurred  by the  Company during the  1st
          Quarter increased overall by 9.19%, or $8,523, as compared to the
          1st Quarter in 1995, primarily due to an increase in the  cost of
          sales and marketing expenses.

                      COST OF SALES AND OTHER OPERATING CHARGES 
                      -----------------------------------------

          The  cost of  sales and  other operating  charges during  the 1st
          Quarter  increased by $7,027 as compared to these expenses during
          the same quarter ending  in 1995.  As a percentage  of sales, the
          cost of sales and other  operating charges were 34.16% during the
          1st Quarter  and  33.03% for  the comparative  quarter ending  in
          1995, which  did not materially affect the  results of operations
          of  the Company.    The overall  increase  in cost  of sales  and
          operating charges was due primarily to an increase in sales on  a
          unit basis. 

<PAGE>
                               RESEARCH AND DEVELOPMENT 
                               ________________________

          Research  and  Development  costs decreased  $353,  or  4.74%, as
          compared  to the same  quarter in  1995.   This decrease  was not
          material to the  operations of the Company.   The Company intends
          to direct future  research and development to  the improvement of
          its  current  product  line  and  to  those   new  products,  the
          development of  which has  already commenced,  or those  products
          which are  natural expansions of  the current product line.   The
          Company may also increase its research and development activities
          to fulfill research and development contracts for the development
          of  products for  customers,  which will  be  offset by  research
          revenues.

                                      MARKETING
                                      _________

          Marketing  costs  for  the 1st  Quarter  increased  by  $3,614 or
          32.91%, as  compared to the quarter  ending July 31, 1995.   This
          increase  is  a result  of increased  marketing activity  such as
          advertising, and an increase in commissioned sales.  As financial
          resources become available, the Company intends to further expand
          its marketing budget.

                              GENERAL AND ADMINISTRATIVE  
                              __________________________

          General and administrative costs decreased by $1,239, or 3.5%, as
          compared  to the 1st quarter  ending in 1995.   This decrease was
          not  indicative   of  any   material  changes   in  general   and
          administrative expenses.

          ASSETS/LIABILITIES
          __________________

                                       GENERAL   
                                       _______

          Since April 30, 1996,  the Company's assets and liabilities  have
          not materially changed.


                                 DUE FROM AFFILIATES 
                                 ___________________

          The Company was owed $263,067 by Stevia Company, Inc. ("Stevia"),
          an  affiliate, and  $12,660 by  F.K.  Suzuki International,  Inc.
          ("FKSI"), an affiliate, at July  31, 1996.  These affiliates owed
          $258,360 and  $12,660 at  April 30,  1996,  respectively.   These
          accounts primarily represent common expenses which are charged by
          one  company  to the  other  for reimbursement.    These expenses
          include  certain rent,  salaries for common  employees, insurance
          and employee benefits, and legal fees.  Beginning May 1,  1994, a
          greater portion of  these common expenses  were allocated to  the
          Company to  reflect the  decreasing activity  of Stevia  Company,
          Inc. and the  increased activity of the Company.   These expenses
          are reviewed  from time to  time to determine if  reallocation is
          appropriate.   See "Financial  Statements."   These expenses  are
          incurred in the ordinary course of business.  As a result  of the

<PAGE>
          increase in amounts due from affiliates, the  Company has reduced
          its own  liquid resources.   The Company intends to  reverse this
          trend by restricting the advances to and common expenses incurred
          on behalf  of Stevia  and FSKI  until these affiliates  are in  a
          position to reimburse the Company.

          CURRENT ASSETS/CURRENT LIABILITY RATIO 
          ______________________________________

          The ratio of current  assets to current liabilities, 1  to 1, has
          improved compared to .79 to 1 at April  30, 1996.  In view of the
          Company's operating expenses, there is a risk that the  Company's
          current asset/current liability ratio may not be adequate for the
          Company's  current or future operating needs unless the Company's
          sales remain at the present level or improve.

          WORKING CAPITAL/LIQUIDITY 
          _________________________

          During the  1st Quarter, the  Company experienced an  increase in
          working capital  of $31,917.    This is  due to  the increase  in
          profit of the Company during  the 1st Quarter and a corresponding
          decrease in liabilities.

          In view  of the  fact that the  Company has  incurred substantial
          losses  in prior years, Management of  the Company recognizes the
          Company's ability  to continue as  a going concern is  subject to
          maintaining   and   improving   sales,   profitable   operations,
          collection of accounts receivable, and the ability of the Company
          to obtain capital,  when needed, of which there  is no assurance.
          In  this regard,  the Company intends  to continue  expanding its
          marketing efforts.   The Company does not  have a working line of
          credit, and  there can  be no assurance,  nor is  it anticipated,
          that the Company will be able to  obtain a working line of credit
          on acceptable terms in the near future.  Management will seek out
          financing  opportunities,  if  necessary.   Irrespective  of  the
          Company's  past financial  condition, the  Company  has not  been
          refused goods or services from any of its vendors.

          Except for  its operating working capital needs,  the Company has
          no material contingencies for which it must provide.

                             PART II - OTHER INFORMATION     
                             ___________________________

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

          (a) The following exhibits are filed as a part of this report:

                (2)     Plan of  Acquisition, reorganization,  arrangement,
          liquidation or succession - none

                (3)   Articles of Incorporation and By-laws (i)
             
                (4)     Instruments defining  rights  of security  holders,
          including indentures - none.

                (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)

<PAGE>
               (11)   Statement regarding computation of per share earnings-
           none.

               (15) Letter  dated  September  11, 1996,  regarding  interim
                    financial information. (iv)

               (18)  Letter regarding  change  in  accounting principals  -
          none.

               (19) Reports furnished to security holders - none.

               (22) Published report regarding matters submitted to vote of
          security holders - none.

               (23) Consents of experts and counsel - none.

               (24) Power of Attorney - none. 

               (27) Financial Data Schedule - P. E-1

          (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  the  Company's  Annual
                    Report on  Form 10K  for fiscal  year ending  April 30,
                    1994 filed with the Securities and Exchange Commission.

              (iv)  This exhibit  is included in  this report 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 ___________________           ______________________________
                                             Fred K. Suzuki
                                             President, Chairman of the   
                                             Board, Chief Accounting
                                             Officer and Treasurer


          Date ___________________           ______________________________
                                             Lauane C. Addis
                                             Secretary,  Corporate  Counsel
                                             and Director
<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 September 13, 1996       /s/ FRED K. SUZUKI /s/ 
               __________________       ___________________________________
                                        Fred K. Suzuki
                                        President, Chairman of the Board, 
                                        Chief Accounting Officer and      
                                        Treasurer


          Date September 13, 1996       /s/ LAUANE C. ADDIS /s/  
               __________________       ___________________________________
                                        Lauane C. Addis
                                        Secretary, Corporate Counsel and
                                        Director
<PAGE>
                           
          _________________________________________________________________
                                                                         
          _________________________________________________________________



                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549


                                     FORM 10Q

                  Quarterly Report Pursuant to Section 13 or 15 (d)

                                        of

                      THE SECURITIES AND EXCHANGE ACT OF 1934

                        For the period ending July 31, 1996
                         Commission File Number: 0-12459


                                  BIOSYNERGY, INC.                  
           _________________________________________________________________
                   (Exact name of registrant as specified in charter)

                              1940 East Devon Avenue
                          Elk Grove Village, IL 60007
                                 (847) 956-0471
               (Address and telephone number of registrant's principal    
                 executive office on a principal place of business)


                       __________________________________


                                     EXHIBITS

         _________________________________________________________________
         _________________________________________________________________

<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
          <LEGEND>
          THE  SCHEDULE CONTAINS  SUMMARY  FINANCIAL INFORMATION  EXTRACTED
          FROM FINANCIAL STATEMENTS OF  THE REGISTRANT FOR THE  THREE MONTH
          PERIOD ENDING JULY  31, 1996 AND IS QUALIFIED IN  ITS ENTIRETY BY
          REFERENCE TO SUCH FINANCIAL STATEMENTS.
          </LEGEND>
                 
          <S>                             <C>
          <PERIOD-TYPE>                   3-MOS
          <FISCAL-YEAR-END>                          APR-30-1997
          <PERIOD-END>                               JUL-31-1996
          <CASH>                                          19,284
          <SECURITIES>                                         0
          <RECEIVABLES>                                   69,432
          <ALLOWANCES>                                       500
          <INVENTORY>                                     51,287
          <CURRENT-ASSETS>                               141,983
          <PP&E>                                         166,333
          <DEPRECIATION>                               (162,124)
          <TOTAL-ASSETS>                                 456,701
          <CURRENT-LIABILITIES>                          141,753
          <BONDS>                                              0
          <COMMON>                                       632,663
                                          0
                                                    0
          <OTHER-SE>                                   (317,815)
          <TOTAL-LIABILITY-AND-EQUITY>                   456,701
          <SALES>                                        132,598
          <TOTAL-REVENUES>                               136,734
          <CGS>                                           45,302
          <TOTAL-COSTS>                                   45,302
          <OTHER-EXPENSES>                                21,693
          <LOSS-PROVISION>                                     0
          <INTEREST-EXPENSE>                                 155
          <INCOME-PRETAX>                                 35,476
          <INCOME-TAX>                                         0
          <INCOME-CONTINUING>                                  0
          <DISCONTINUED>                                       0
          <EXTRAORDINARY>                                      0
          <CHANGES>                                            0
          <NET-INCOME>                                    35,476
          <EPS-PRIMARY>                                     .003
          <EPS-DILUTED>                                     .003
                  
          
</TABLE>


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