BIOSYNERGY INC
10-QT/A, 1997-10-15
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, 1997 
                                     _____________
                                          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 __  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,  1997   and  the  related  Statements   of  Operations,
          Shareholders' Equity (Deficit)  and Statements of Cash  Flows for
          the three month  periods ended July  31, 1997 and  1996 were  not
          audited;  however, the financial  statements for the  three month
          periods  ending July  31, 1997  and 1996 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,
          1997, 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,  1997 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 17, 1997






                                          2

<PAGE>
<TABLE>
                                   BIOSYNERGY, INC.
                                    BALANCE SHEET
                                      ASSETS
<CAPTION>
                                               July 31, 1997  April 30,1997
                                               _____________  _____________
                                                   Unaudited      Unaudited
                                                   _________      _________
<S>                                               <C>            <C>
     CURRENT ASSETS
       Cash                                             22,830         12,420
       Accounts Receivable, Trade, Net of
        Allowance for Uncollectible Accounts
         of $500 at July 31, 1997 and $500 at
         April 30, 1997                                 78,257        61,030
       Inventories (Notes 1 and 4)                      47,113        45,956
       Prepaid Expenses                                  3,262         2,268
                                                      _________    __________
               Total Current Assets                    301,500       291,795
                                                      _________    __________

     DUE FROM AFFILIATE (Note 3)                       161,320       161,320
                                                      _________    ___________

     PROPERTY AND EQUIPMENT
        Equipment                                      161,320       161,320
        Leasehold Improvements                          12,216        12,216
                                                       ________    __________
                                                       173,536       173,536
       Less: Accumulated Depreciation and
              Amortization                           ( 163,419)    ( 163,010)
                                                     __________    ___________
                                                        10,117        10,526
                                                     __________    ___________
     OTHER ASSETS
      Patents, Net of Accumulated                         
       Amortization (Note 1)                            24,523        25,533

      Deposits                                           6,031         6,051   
      Investment in Affiliated Company (Note 3)             -              -
                                                      _________     __________
                                                        30,554        31,554
                                                      _________     __________
                                                       493,633       455,579
                                                      _________     __________
                                                      ---------     ----------
</TABLE>
<TABLE>
<CAPTION>
     
                         LIABILITIES AND SHAREHOLDERS' EQUITY
     <S>                                              <C>        <C>
     CURRENT LIABILITIES
       Accounts Payable                                19,603        12,873
       Accrued Executive Compensation                  57,855        67,856
       Other Accrued Compensation                       6,006         2,137
       Accrued Payroll Taxes                              605           791
       Deferred Rent                                    1,759         1,751
       Other Accrued Expenses                           1,868         1,736
                                                    ___________    __________
          Total Current Liabilities                    87,696        87,144
                                                    ___________    __________
     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                            (226,826)      (264,328)
                                                   ___________     __________
                                                      405,937        368,435
                                                   ___________     __________
                                                      493,633        455,579
                                                   ___________     __________
                                                   -----------     ----------
<FN>
The  accompanying   notes  are  an  integral  part  of  the  financial
statements.

                                          3
</TABLE>
<PAGE>
<TABLE>


                                   BIOSYNERGY, INC.

                               STATEMENT OF OPERATIONS

                                      Unaudited

<CAPTION>
                                                Ended July 31,  Three Months
                                               ______________  ______________
                                                       1997          1996
                                               ______________  ______________

     <S>                                        <C>             <C>
     REVENUES

       Sales                                          142,361         132,598
       Computer Rentals and Services                      150             150
       Other Income                                       800           3,986
                                                _____________  ______________
                                                      143,311         136,734 
                                                _____________  ______________

     COST AND EXPENSES

       Cost of Sales and Other
        Operating Charges                              46,912          45,302
       Research and Development                         8,471           7,097
       Marketing                                       12,269          14,596
       General and Administrative                      38,036          34,108
       Interest Expense                                   121             155
                                                 ____________  ______________
                                                      105,809         101,258
                                                 ____________  ______________

     NET PROFIT (LOSS)                                 37,502          35,476
                                                 ____________  ______________
                                                 ------------  --------------


     NET PROFIT (LOSS) PER COMMON SHARE (Note 6)         .003            .003
                                                 _____________  _____________

                                                 ------------  --------------


     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.


                                          4

</TABLE>
<PAGE>
<TABLE>


                                   BIOSYNERGY, INC.

                          STATEMENT OF SHAREHOLDERS' EQUITY

                           THREE MONTHS ENDED JULY 31, 1997

                                      Unaudited
<CAPTION>


                                                  Additional
                         Common Stock             Paid-in                  
                               ________________________
                           Shares        Amount   Capital       Deficit  Total
                         ___________   __________ _________  __________  _____
    <S>                  <C>           <C>        <C>        <C>         <C>
    Balance, May 1,
       1997             13,806,511     632,663      100      (264,328) 368,435


    Net Profit (Loss)        -            -          -         37,502   37,502


    Sale of Common Stock     -            -          -             -  
                         __________   __________  __________  _________  ______


    Balance, July 31,
     1997              13,806,511     632,663      100      (226,826)  405,937
                         __________    __________  _________  __________ _______










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




                                          5

</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.










                                          6
</TABLE>
<PAGE>
<TABLE>

                                   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:

                               S T O C K   O F   A F F I L I A T E S
                               _____________________________________
   <S>                      <C>         <C>           <C>               <C>
                                                         F.K. Suzuki
                             Stevia      Biosynergy   International     Medlab
   Stock Owner               Company         Inc.           Inc.          Inc
   ___________               _________    __________   ______________   ______

    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 stock of Stevia

                                          7
<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:


                                          8
<PAGE>


                                   BIOSYNERGY, INC.

                            NOTES TO FINANCIAL STATEMENTS 

                  [S]                   [C]                  [C]
                                         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.





                                          9

<PAGE>


                                   BIOSYNERGY, INC.

                            NOTES TO FINANCIAL STATEMENTS


               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.

          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.



                                          10

<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.







                                          11
<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. 

                                          12
<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
          increase in amounts due from affiliates, the Company has reduced 




                                          13

<PAGE>




          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)

                                          14
<PAGE>


                    (b)  Stock  Option  Agreement,  dated August  1,  1993,
                         between the Company and Fred K. Suzuki (iii)

               (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.
                                    _____________________
               (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.












                                          15

<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















                                          16
<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



                                         16                               

<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
                  


                         
             


<PAGE>

</TABLE>


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