BIOSYNERGY INC
10-Q, 1998-03-17
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 January 31, 1998
                                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 18 pages contained in the sequential numbering system.
       
          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 January 31,
1998 and the related Statements of Operations, Shareholders' Equity
(Deficit) and Statements of Cash Flows for the three and nine month
periods ended January 31, 1998 and 1997 were not audited; however, the
financial statements for the three and nine month periods ending January
31, 1998 and 1997 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.
March 9, 1998
 
<TABLE>
                           BIOSYNERGY, INC.
                               BALANCE SHEET
                                  ASSETS
<CAPTION>
                                             January 31, 1998    April 30,1997
                                               Unaudited           Unaudited
<S>                                           <C>               <C>
CURRENT ASSETS
     Cash                                             18,746       12,420
  Accounts Receivable, Trade, Net of
   Allowance for Uncollectible Accounts
    of $500 at January 31, 1998 and $500 at
       April 30, 1997                                 78,472       61,030
     Inventories (Notes 1 and 4)                      49,095       45,956
    Prepaid Expenses                                   5,822        2,268 
            Total Current Assets                     152,135      121,674 

DUE FROM AFFILIATE (Note 3)                          306,118      291,795  

PROPERTY AND EQUIPMENT
        Equipment                                      170,670     161,320
      Leasehold Improvements                            15,140       12,216
                                                       185,810      173,536
  Less: Accumulated Depreciation and
           Amortization                            ( 164,783)    ( 163,010)
                                                      21,027         10,526 
OTHER ASSETS
      Patents, Net of Accumulated   
          Amortization (Note 1)                       22,704         25,533
           Deposits                                    5,995          6,051 
    Investment in Affiliated Company (Note 3)          -                - 
                                                        28,699       31,584 
                                                       507,979      455,579 
                                                      ---------     --------


</TABLE>
<TABLE>
<CAPTION>

                   LIABILITIES AND SHAREHOLDERS' EQUITY
<S>                                         <C>                <C>
CURRENT LIABILITIES
       Accounts Payable                          10,103           12,873
        Accrued Executive Compensation           37,355           67,856
         Other Accrued Compensation               6,880            2,137
    Accrued Payroll Taxes                           559              791
         Deferred Rent                            1,775            1,751
        Other Accrued Expenses                    1,887            1,736
          Total Current Liabilities              58,559           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 January 31, 1998 and
      at April 30, 1997                         632,663           632,663
  Additional paid-in capital                     100                 100
   Accumulated Deficit                         (183,343)       (264,328)
                                                449,420             368,435
                                                507,979           455,579
                                                -----------        ---------- 

     The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                             BIOSYNERGY, INC.
                          STATEMENT OF OPERATIONS
                                 Unaudited
  
                                 Three Months Ended        Nine Months Ended
                                    January 31,               January 31,
                            1998                 1997      1998        1997    
<S>                        <C>               <C>         <C>          <C>
REVENUES
    Sales                129,139            115,625       403,014    380,661
    Interest Income       -                     20          -          54
    Computer Rentals
         and Services        150               150          450       450
     Other Income            762               772        2,192      6,669   
                         130,051             116,567    405,656     387,834  
COST AND EXPENSES
  Cost of Sales and Other
    Operating Charges     47,164              48,176    144,720     138,198
    Research and
         Development       8,230             7,941     26,364      23,414
      Marketing           13,195            12,525     37,477      39,814
      General and
        Administrative    41,200            35,281    115,868      107,293
       Interest Expense     --                  39        242          343  
                          109,789          103,962    324,671      309,062    

NET INCOME (LOSS) BEFORE INCOME
    TAXES AND EXTRAORDINARY
           ITEMS           20,262          12,605       80,985      78,772
       INCOME TAXES         3,039           1,891       15,246      14,693   
  INCOME (LOSS) BEFORE
     EXTRAORDINARY ITEMS   17,223          10,714       65,739      64,079   

EXTRAORDINARY ITEMS
  Reduction of Income Taxes                       
     arising from utilization of
     prior Years' Net Operating Losses
       (Note 8)             3,039            1,891       15,246     14,693

NET INCOME (LOSS)          20,262            12,605      80,985     78,772

NET INCOME (LOSS) PER
   COMMON SHARE (Note 6): 
 Before Extraordinary Items .0012           .0007           .0048    .0046
 Extraordinary Items        .0002           .0001          .0011     .0011     

NET INCOME (LOSS)           .0014           .0008          .0059     .0057      

WEIGHTED AVERAGE COMMON
 SHARES OUTSTANDING
   (Note 6)              13,806,511       13,806,511    13,806,511 13,806,511
                      -------------     -------------- ----------- -----------

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

</TABLE>
<PAGE>
<TABLE>


                             BIOSYNERGY, INC.

                     STATEMENT OF SHAREHOLDERS' EQUITY

                    NINE MONTHS ENDED JANUARY 31, 1998

                                 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)      -             -           -         80,985      80,985 


Balance, January 31,
    1998              13,806,511     632,663    100      (183,343)   449,420  






















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

</TABLE>
<TABLE>
                             BIOSYNERGY, INC.

                         STATEMENTS OF CASH FLOWS

                                 Unaudited
<CAPTION>
                                          NINE MONTHS ENDED JANUARY 31,
                                              1998           1997   
<S>                                      <C>                <C>
OPERATING ACTIVITIES:
    Net Income (Loss)                               80,985         78,772
  Adjustments to Reconcile Net Cash Used for                             
   Operating Activities:
     Depreciation and Amortization                   4,602         3,419
  Changes in Operating Assets and Liabilities:       
     (Increase) Decrease in Accounts Receivable    (17,442)        (10,750)
     (Increase) Decrease in Inventories            ( 3,139)          7,191
     (Increase) Decrease in Prepaid Expenses       ( 3,554)        (   535)
     Increase (Decrease) in Accounts Payable
        and Accrued Expenses                       (28,585)        (54,316)
  Net Cash Provided (Used) by Operating
     Activities                                     32,867          23,781    

INVESTING ACTIVITIES: 
   (Increase) Decrease in Due From Affiliate      ( 14,323)       ( 15,197)
  (Increase) Decrease in Deposits                       56              19 
      (Increase) Decrease Equipment (  9,350)             -
  (Increase) Decrease Leasehold Improvements      (  2,924)             -     
  Net Cash Provided (Used) by Investing
     Activities                                     (26,541)      ( 15,178) 

FINANCING ACTIVITIES:
 Net Cash Provided (Used) by Financing
     Activities                                        -                 -  
   
 Increase (Decrease) in Cash and Cash
     Equivalents                                    6,326             8,603 
  Cash and Cash Equivalents at Beginning
     of Period                                     12,420             9,733 
  Cash and Cash Equivalents at End of Period        18,746           18,336   
                                                  ------------     ------------





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


</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 January 31, 1998:

                          S T O C K   O F   A F F I L I A T E S
                                                    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

     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 common stock of Stevia
     Company, Inc.  The common stock of Stevia 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 January 31,
     1998.  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 January 31, 1998.

     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.:
     January 31, 1998  -  $293,197
     April 30, 1997    -  $278,874

     At April 30, 1997 and January 31, 1998, 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:
                    January 31, 1998 - $12,921
                    April 30, 1997   - $12,921

     At April 30, 1997 and January 31, 1998, 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:
           January 31, 1998       April 30, 1997
        Raw Materials            $ 33,995               $  30,583
        Work-in process             8,390                  10,257
        Finished Goods              6,710                   5,116 
                                 $ 49,095               $  45,956 
                                   ---------- ------------
                                
   5.Common Stock:

     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 60,000 shares of the Company's
     common stock were subject to Mr. Suzuki's option at January 31,
     1998.

     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 January 31, 1998, 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.

   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 1997, 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.

8.   Income Taxes:

     At April 30, 1997, net operating loss carryforwards were available
     and expire, if not used, as follows:

       Year EndingNet Operating
        April 30,   Losses   
          1998$   193,062
          1999    677,671
          2000    455,166
          2001    449,142
          2002    132,470
          2003     85,822
          2004     41,176
          2006        160
          2007     28,253
              $ 2,062,922
                  
     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 27.36% of
     sales during the 3rd Quarter of Fiscal 1998 and 31.19% of sales
     during the nine month period ending January 31, 1998.  The
     outstanding receivable from this customer was $27,687 at January 31,
     1998.


10.  Management's Plans:

     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 and to seek out financing opportunities,
     if necessary.








Item 2.   MANAGEMENT ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
          OPERATIONS

SALES/REVENUES

For the three month period ending January 31, 1998 ("3rd Quarter"), the
net sales increased 11.68% or $13,514, and increased 5.87% or $22,353
during the nine month period ending January 31, 1998, as compared to net
sales for the comparative periods ending in 1997.  As of January 31,
1998, the Company had no back orders.

In addition to the above, the Company realized $450 of income as a result
of leasing a portion of its computer time to Stevia Company, Inc., an
affiliate, and $2,192 of miscellaneous income for the nine month period
ending January 31, 1998.

INCOME/LOSS

The Company realized a net profit of $20,262 during the 3rd Quarter as
compared to a net profit of $12,605 for the comparative quarter of the
prior year.  The company also realized a net profit of $80,985 for the
nine month period ending January 31, 1998 as compared to a net profit of
$78,772 during the same period in 1997.  The overall increase in net
profit is due to an increase in sales. 

As of April 30, 1997, the Company has incurred net operating losses
aggregating $2,062,922.  As a result of net operating loss carryovers,
no income taxes were due for Fiscal 1997 and will unlikely be due for
Fiscal 1998.  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 3rd Quarter
increased overall by 5.60%, or $5,827, and increased by 5.05%, or $15,609
for the nine month period ending January 31, 1998.  An explanation of
each category of expenses is included to assist the reader in reviewing
the operations of the Company during the periods indicated.

            COST OF SALES AND OTHER OPERATING CHARGES

The cost of sales and other operating charges during the 3rd Quarter
decreased by $1,012 and increased by $6,522 during the nine month period
ending January 31, 1998 as compared to the same periods in 1997.   As a
percentage of sales, the cost of sales and other operating charges were
36.52% during the 3rd  Quarter and 41.66% for the same quarter ending in
1997.  For the nine month period, cost of sales and other operating
charges were 35.91% in 1998 compared to 36.30% during the nine month
period ending January 31, 1998.  The increase in cost of sales and
operating charges was due to an increase in salaries and related employee
expenses.  Otherwise, the cost of sales and operating charges, as a
percentage of sales, has not materially changed during the last year, and
is not expected to materially change in the foreseeable future.

                     RESEARCH AND DEVELOPMENT
    
Research and development costs increased $289 or 3.64% during the 3rd
Quarter, as compared to the same quarter in 1997.  These costs increased
by $2,950 or 12.60% during the nine month period ending January 31, 1998
as compared to the same period in 1997.  These increased costs do not
reflect changes in the Company's development policies. The Company
intends to continue to direct research and development to the improvement
of its current product line and to those new products which are natural
expansions of the current product line.  The Company may also increase
its research and development activities to fulfill contracts for the
development of products specifically designed for a customer, which will
generally be offset by research revenues.

                            MARKETING

Marketing costs for the 3rd Quarter increased by $670 or 5.35%, as
compared to the quarter ending January 31, 1997, and decreased $2,337 or
5.87% during the nine month period ending January 31, 1998 as compared
to the same period in 1997.  The Company intends to expend its marketing
budget as resources become available. 

                    GENERAL AND ADMINISTRATIVE

General and administrative costs increased by $5,919, or 16.78%, during
the 3rd Quarter and increased by $8,575 or 7.99% during the nine month
period ending January 31, 1998, as compared to the same periods in 1997.
The overall increase is due primarily to an increase in salaries and
related employee expenses and writeoff of non-collectable receivables.
These changes are not indicative of any trend, but only representative
of normal fluctuations in general and administrative expenses. 

ASSETS/LIABILITIES
                             GENERAL

In the 3rd Quarter, the Company invested $9,350 on die Cutting Equipment.
All manufacturing of the Company's cholesteric liquid crystal products
are now done at the Company's facilities in Elk Grove Village, Illinois.
The Company also invested $2,924 in leasehold improvements for the new
equipment.  The Company also experienced an increase in current assets
and a decrease in liabilities due to improved cash flow.

                       DUE FROM AFFILIATES

The Company was owed $293,197 by Stevia Company, Inc. ("Stevia"), an
affiliate, and $12,921 by F.K. Suzuki International, Inc. ("FKSI"), an
affiliate, at January 31, 1998.  These affiliates owed $278,874 and
$12,921 at April 30, 1997, respectively.  These accounts primarily
represent common expenses which are charged by one company to the other
for reimbursement.  These expenses include rent, salaries and benefits
for common employees, insurance and legal fees.  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 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, 2.60 to 1, has
improved compared to 1.40 to 1 at April 30, 1997.  Management believes
the Company's current asset/current liability ratio will be adequate for
the Company's current and foreseeable future operating needs provided
sales remain at the present level or improve.

WORKING CAPITAL/LIQUIDITY

During the nine month period ending January 31, 1998, the Company
experienced an increase in working capital of $59,046.  This is due to
the continuing profits of the Company during the nine month period ending
January 31, 1998 and the use of the cash flow from operations to reduce
liabilities. 

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.  The Company intends to continue expanding its marketing
efforts in the medical market and new markets.  If necessary, Management
will seek out financing opportunities, including selling its common stock
to private investors.  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.  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 included herein pursuant to Section 601:

      (3)     Articles of Incorporation and By-laws (i)
   
      (10)  Material Contracts

     (a)  Deferred Compensation Option Agreement, dated January
          31, 1990, between the Company and Fred K. Suzuki (ii)

     (b)  Stock Option Agreement, dated August 1, 1993, between
             the Company and Fred K. Suzuki (iii)
    
    (11)  Statement regarding computation of per share earnings - none.

     (15) Letter dated March 9, 1998, regarding interim financial
          information. (iv)

    (18)  Letter regarding change in accounting principles - none.
    
    (19)  Report furnished to securityholders - none.

    (22) Published report regarding matters submitted to vote of
          securityholders - 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.
<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 March 9, 1998                 Fred K. Suzuki
                                      President, Chairman of the Board,
                                      Chief Accounting Officer and Treasurer


   Date March 9, 1998                  Lauane C. Addis
                                       Secretary, Corporate Counsel and
                                        Director
     




                            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 March 9, 1998              /s/ FRED K. SUZUKI /s/              
                                   Fred K. Suzuki
                                   President, Chairman of the Board,     
                                   Chief Accounting Officer and Treasurer


   Date March 9, 1998              /s/ LAUANE C. ADDIS /s/             
                                   Lauane C. Addis
                                   Secretary, Corporate Counsel and
                                    Director
     
























                            







                                                                      
                                                                      
                                             


                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 January 31, 1998
                 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
or principal place of business)

                                                  






                             EXHIBITS

                                                                      
                                     
                                                          




<PAGE>





                         BIOSYNERGY, INC.

                          EXHIBIT INDEX




                                                      Page Number
                                                      Pursuant to
                                                      Sequential
Exhibit                                               Numbering
Number         Exhibit                                System    

   27          Financial Data Schedule                   E-1
















<PAGE>









                         BIOSYNERGY, INC.

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE>     5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
FINANCIAL STATEMENTS OF THE REGISTRANT FOR THE THREE MONTH PERIOD AND
NINE MONTH PERIOD ENDING JANUARY 31, 1998 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>            
<PERIOD-TYPE>                   3-MOS                   9-MOS
<FISCAL-YEAR-END>             APR-30-1998            APR-30-1998
<PERIOD-END>                  JAN-31-1998            OCT-31-1998
<CASH>                         18,746                   18,746
<SECURITIES>                        0                      0
<RECEIVABLES>                  78,472                   78,472
<ALLOWANCES>                       500                     500
<INVENTORY>                    49,095                   49,095
<CURRENT-ASSETS>              152,135                  152,135
<PP&E>                        185,810                  185,810
<DEPRECIATION>              ( 164,783)                (164,783)
<TOTAL-ASSETS>                507,979                  507,979
<CURRENT-LIABILITIES>          58,559                   58,559
<BONDS>                             0                     0
<COMMON>                      632,663                   632,663
               0                     0
                         0                     0
<OTHER-SE>                    ( 183,343)              (183,343)
<TOTAL-LIABILITY-AND-EQUITY>    507,979                507,979
<SALES>                         129,139                403,014
<TOTAL-REVENUES>                130,051                405,656
<CGS>                            47,164                144,720
<TOTAL-COSTS>                    47,164                144,720
<OTHER-EXPENSES>                 21,475                 63,841
<LOSS-PROVISION>                    0                      0
<INTEREST-EXPENSE>                  0                      242
<INCOME-PRETAX>                  20,262                 80,985
<INCOME-TAX>                      3,039                 15,246
<INCOME-CONTINUING>                 0                      0
<DISCONTINUED>                      0                      0
<EXTRAORDINARY>                   3,039                 15,246
<CHANGES>                           0                      0
<NET-INCOME>                     20,262                 80,985
<EPS-PRIMARY>                      .002                  .004
<EPS-DILUTED>                      .002                  .004
        
                                E-1          

</TABLE>


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