UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period endedOctoberJanuary 31, 20132014

9[ ]       TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from __________ to ___________

Commission file number0 -12459

Biosynergy, Inc.

(Exact name of registrant as specified in its charter)

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 __

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. YesX No __

Indicate by check mark whether the registrant is a large accelerated filing, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer __ Accelerated filer __

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes __ NoX

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of December 16, 2013:January 31, 2014: 14,935,511

BIOSYNERGY, INC.

PART 1 -– FINANCIAL INFORMATION

Item 1.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Balance Sheets

ASSETS

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

Liabilities and Shareholders’ Equity

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

Biosynergy, Inc.

BIOSYNERGY, INC.

Statements of IncomePART 1 – FINANCIAL INFORMATION

LIABILITIES AND SHAREHOLDERS EQUITY

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

BIOSYNERGY, INC.

STATEMENTS OF OPERATIONS

(unaudited)

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

BIOSYNERGY, INC.

STATEMENT OF SHAREHOLDERS'SHAREHOLDERS EQUITY

SIX MONTHS ENDED OCTOBER

Nine Months Ended January 31, 20132014

(Unaudited)Unaudited

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

BIOSYNERGY, INC.

STATEMENTSSTATEMENT OF CASH FLOWS

Unaudited

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

Note 1 - Company Organization and Description

In the opinion of management, the accompanying unaudited condensed financial statements contain all adjustments, consisting of normal recurring adjustments which are necessary for a fair presentation of the financial position and results of operations for the periods presented. The unaudited condensed financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all the information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America. These condensed financial statements should be read in conjunction with the audited financial statements and notes included in the Company’s April 30, 2013 Annual Report on Form 10-K. The results of operations for the three and nine months ended OctoberJanuary 31, 20132014 are not necessarily indicative of the operating results for the full year.

Biosynergy, Inc. (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. The Company’s primary product, the HemoTemp II Blood Monitoring Device, accounted for approximately 92.5%87.68% of the sales during the quarter ending OctoberJanuary 31, 20132014 and approximately 92.32%90.98 of the sales during the sixnine month period ending OctoberJanuary 31, 2013.2014. The products are sold to hospitals, clinical end-users, laboratories and product dealers located throughout the United States.

Note 2 - Summary of Significant Accounting Policies

Cash

The Company maintains all of its cash in bank deposit accounts, which at times may exceed federally insured limits. No losses have been experienced on such accounts.

Receivables

Receivables are carried at original invoice less estimates made for doubtful receivables. Management determines the allowances for doubtful accounts by reviewing and identifying troubled accounts on a periodic basis and by using historical experience applied to an aging of accounts. A receivable is considered to be past due if any portion of the receivable balance is outstanding for more than 30 days. Receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded when received.

Note 2 – Summary of Significant Accounting Policies (Continued)

Inventories

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

Depreciation and Amortization

Equipment and leasehold improvements are stated at cost. Depreciation is 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 equipment are capitalized. Significant leasehold improvements are capitalized and amortized over the term of the lease; equipment is depreciated over 3 to 10 years.

Note 2 – Summary of Significant Accounting Policies (Continued)

Prepaid Expenses

Certain expenses, primarily insurance and income taxes, have been prepaid and will be used within one year.

Revenue Recognition

The Company recognizes net sales revenue upon the shipment of product to customers.

Research and Development and Patents

Research and development expenditures are charged to operations as incurred. The costs of obtaining patents, primarily legal fees, are capitalized and once obtained, amortized over the life of the respective patent on the straight-line method. Patents relate to products that have been developed and are being marketed by the Company. Patents pending relate to products under development.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Note 2 – Summary of Significant Accounting Policies (Continued)

Income (Loss) Per Common Share

Income (loss) per common share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. When dilutive, stock options are included as share equivalents using the treasury stock method in the calculation of diluted earnings per share. The Company has no outstanding options or other rights to acquire its unissued common shares.

Comprehensive Income

Components of comprehensive income include amounts that are included in the comprehensive income but are excluded from net income. During the quarter and sixnine months ending OctoberJanuary 31, 20132014 there were no differences between the Company’s net income and comprehensive income.

Note 2 – Summary of Significant Accounting Policies (Continued)

Income Taxes

Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due and deferred taxes related primarily to differences in the methods of accounting for patents, inventories, certain accrued expenses and bad debt expenses for financial and income tax purposes. The deferred income taxes represent the future tax consequences of those differences, which will be taxable in the future.

The Company files tax returns in the U.S. federal jurisdiction and with the state of Illinois. Various tax years remain open to examinations although there are currently no ongoing tax examinations. Management’s policy is to recognize interest and penalties related to uncertain tax positions in income tax expenses.

The provision for income taxes consists of the following components as of OctoberJanuary 31:

The differences between the U.S. federal statutory tax rate and the Company’s effective tax rate are as follows:

Note 2 – Summary of Significant Accounting Policies (Continued)

The differences between the U.S. federal statutory tax rate and the Company’s effective tax rate are as follows:

Recent Accounting Pronouncements

The FASB issues ASUs to amend the authoritative literature in Accounting Standards CodificationCertification (ASC). There have been a number of ASUs to date that amend the original text of ASCs. Those ASUs recently issued either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company or (iv) are not expected to have a significant impact on the Company.

Note 3 – Inventories

Components of inventories are as follows:

Note 4 – Common Stock

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

Note 5 - Related Party Transactions

The Company and its affiliates are related through common stock ownership as follows as of OctoberJanuary 31, 2013:2014:

_________________

As of OctoberJanuary 31, 2013 and April 30, 2013,2014, $19,699 was due from F.K.F. K. Suzuki International, Inc. (FKSI). These balances result from an allocation of common expenses charged to FKSI prior to April 30, 2006 offset by advances received from time to time. No interest income is received or accrued by the Company. The financial condition of FKSI is such that it will unlikely be able to repay the Company during the next year without liquidating a portion of its assets, including a portion of its ownership in the Company. As a result, the receivable balance has been reclassified as a contra equity account since April 30, 2006.

Note 6 - Major Customers

Shipments to one customer amounted to 33.62%34.87% of sales during the first sixnine months of Fiscal 2014 compared to 34.86%34.40% during the comparative Fiscal 2013 period. As of OctoberJanuary 31, 2013,2014, there were outstanding accounts receivable from this customer of $76,783$69,534 compared to $81,320$68,200 at OctoberJanuary 31, 2012.2013. Shipments to another customer amounted to 29.19%28.65% of sales during the first sixnine months of Fiscal 2014 and 27.26%29.14% of sales during the first sixnine months of Fiscal 2013. As of OctoberJanuary 31, 2013,2014, there were outstanding accounts receivable from this customer of approximately $43,755$26,835 compared to $29,485$28,655 at OctoberJanuary 31, 2012.2013.

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

Net Sales/Revenues

For the three month period ending OctoberJanuary 31, 20132014 (“2nd3^rd Quarter”), the net sales increased 3.73%decreased 11.9%, or $12,421,$36,895, and increased 4.41%decreased .91%, or $28,285$8,610, during the sixnine month period ending OctoberJanuary 31, 2013,2014, as compared to net sales for the comparative periods ending in 2012.2013. This increasedecrease in sales is primarily the result of an increaselower demand for HemoTemp^R II. At January 31, 2014 there were $38,500 in HemoTemp^R II back orders and $31,100 at January 31, 2013. The Company filled all back orders by the salesend of TempTrend and HemoTemp II. As of October 31, 2013, the Company had no back orders.February, 2014.

In addition, toduring the above,3^rd Quarter the Company had $641 and $1,283$617 of other miscellaneous revenues primarily from interest income and leasing a portion of its storage space to a thirdan unrelated party duringas compared to $709 in the three and the six month periods ending October 31, 2013, respectively.prior year.

Costs and Expenses

General

The operating expenses of the Company during the 2nd3^rd Quarter decreased overall by 4.46%5.59%, or $7,996 and increased by 3.13%, or $11,724 for the six month period ending October 31, 2013,$10,324, as compared to the same periods ending3^rd quarter in 2012. The2013 primarily due to a decrease in health insurance costs and legal fees. The operating expenses of the 2^nd Quarter wasCompany increased by .25%, or $1,401, for the nine month period ending January 31, 2014, primarily due to one less employee on the Company’s groupsalary increases which were offset by reduced health insurance plan, while the increase for the six month period was due to an increase in salaries.costs and legal fees.

Cost of Sales

The overall cost of sales during the 2nd3^rd Quarter increased by $8,731$5,193, and increased by $27,756$32,948 during the sixnine month period ending OctoberJanuary 31, 20132014 as compared to these expenses during the same periods ending in 2012 as a result2013. The increase during the 3^rd Quarter was primarily due to increased salaries, employee benefits, raw material costs and Medical Device Excise Tax. As part of the Affordable Care Act enacted in March, 2010, the Congress imposed an increaseexcise tax of 2.3%, which in unit sales.the case of the Company applies to the sale of all its products (other than replacement parts for the Company’s electronic products) after December 31, 2012. As a percentage of sales, the cost of sales were 28.55%36.93% during the 2nd3^rd Quarter, and 27.00%30.86% for the comparative quarter ending in 2012;2013, and 30.78%32.57% during the sixnine month period ending OctoberJanuary 31, 20132014 compared to 27.81%28.81% in 2012. Included2013. Subject to unanticipated changes in the costprice of sales is the medical device excise tax. The Medical device tax, a 2.3% excise tax on the sale of medical devices effective January 1, 2013, applies to the sale of all of the Company’s products. Itraw materials or extraordinary occurrences, it is not anticipated that the cost of sales as a percentage of sales will materially change in the near future.

Research and Development Expenses

Research and Development costs increased $5,947,$2,985, or 21.23%8.09%, during the 2nd3^rd Quarter as compared to the same quarter in 2012.2013. These costs increased by $14,195,$17,181, or 25.44%18.53%, during the sixnine month period ending OctoberJanuary 31, 20132014 as compared to the same period in 2012. This2013. The overall increase in research and development expense is due primarily due to an increase in salaries.salaries, employee benefits and an increase in the FDA user fee. The Company is continuing its investigation and development of other products including certain compounds for use as bacteria retardant agents for use in food and other products and research intendedmaterials prone to improve its current product line.incubate bacteria. The Company does not have sufficient information to determine the extent to whichis uncertain how much of its resources will be required to complete its investigation and development of the bacteria retardant agents.these products.

Marketing Expenses

Marketing expenses for the 2nd3rd Quarter decreased by $11,899,$6,688, or 21.74%12.47%, as compared to the quarter ending OctoberJanuary 31, 2012 and2013. These costs decreased by $5,880,$12,568, or 5.75%8.06%, during the sixnine month period ending OctoberJanuary 31, 20132014 as compared to the six-monthsame period ending October 31, 2012.in 2013. The decrease was primarilyis due to one less employee onemployees voluntarily opting out of the Company’s healthmedical insurance plan no participation in trade shows, and lower entertainment costs.reduced production of artwork for product promotion.

General and Administrative Expenses

General and administrative costs for the 3^rd Quarter decreased by $2,044,$6,621, or 2.12%7.03%, as compared to the 3^rd quarter ending January 31, 2013, primarily due to a decrease in the 2nd Quarter,legal fees and increasedoffice supplies. General and administrative costs have decreased overall by $3,409,$3,212, or 1.57%1.03%, during the sixnine month period ending OctoberJanuary 31, 2013,2014, as compared to the same periods in 2012. This overall increase for the six months ending October 31, 2013, wasprimarily due primarily to higher salaries and employee benefits. Except for unforeseen items and ordinary cost increases, it is unlikely general and administrative expenses will materially change during the remainder of Fiscal 2014.lower legal fees.

Net Income

The Company realized a net incomeloss of $50,524$3,096 during the 2nd3^rd Quarter as compared to a net income of $42,913$20,064 for the comparative quarter in the prior year. The Company also realized a net income of $54,061$50,965 for the sixnine month period ending OctoberJanuary 31, 20132014 as compared to a net income of $59,149$79,213 during the same period in 2012.2013. The overall decrease in net income is due to a result ofdecrease in net sales and an increase in costs of goods sold related to higher employee costs, raw material costs and the Medical Devise Excise Taxes (partially offset by a decrease in overall operating expenses, primarily employee salaries and benefits, which more than offset the increase in net sales.expenses).

Assets/Liabilities

General

Since April 30, 2013, the Company's assets have increased by $41,292$18,926 and liabilities have decreased by $12,769.$32,039. The increase in assets, primarily cash, and pending patents, is due to the overall profitabilitya result of the CompanyCompany’s continued profitability and investment in the development of potential products since April 30, 2013.cash generated from operations.

Related Party Transactions

The Company was owed $19,699 by F.K. Suzuki International, Inc. ("FKSI"), an affiliate, at OctoberJanuary 31, 20132014 and April 30, 2013. This account primarily represents common expenses which were previously charged by the Company to FKSI for reimbursement. No interest is received or accrued by the Company. CollectibilityCollectability of the amounts due from FKSI cannotsince April 30, 2006 could not be assured without the liquidation of all or a portion of its assets, including a portion of its common stock of the Company. As a result, as of April 30, 2006, all of the amount owed by FKSI to the Company is classifiedwas reclassified as a reduction of FKSI’s capital in the Company.

A board member provides a variety of legal service to the Company in his capacity as a partner in a law firm. Fees for such legal services were approximately $18,046 and $22,534 for the six months ended October 31, 2013 and 2012, respectively.

Current Assets/Liabilities Ratio

The ratio of current assets to current liabilities, 18.3125.43 to 1, has increased compared to 14.94 to 1 at April 30, 2013. This increase in ratio of current assets to current liabilities is a result of increased cash and reduction in accruals. In order to maintain or improve the Company’s asset/liabilities ratio, the Company’s operations must remain profitable.

Liquidity and Capital Resources

During the sixnine month period ending OctoberJanuary 31, 2013,2014, the Company experienced an increase in working capital of $38,355.$25,466. This is primarily due to the Company’s net income sustained during the six month period ending October 31, 2013.increase in cash and a decrease in accrued expenses.

The Company has attempted to conserve working capital whenever possible. To this end, the Company attempts to keep inventory at minimum levels. The Company believes that it will be able to maintain adequate inventory to supply its customers on a timely basis by careful planning and forecasting demand for its products. However, the Company is nevertheless required to carry a minimum amount of finished inventory and raw materials to meet the delivery requirements of customers and thus, inventory represents a substantialmaterial portion of the Company’s investment in current assets.

The Company presently grants payment terms to customers and dealers of 30 days. Although the Company experiences varying collection periods of its accountaccounts receivable, based on past experience, the Company believes that uncollectable accounts receivable will not have a significant effect on future liquidity.

The cashCash provided by operating activities was $84,634$83,862 during the sixnine month period ending OctoberJanuary 31, 2013. $20,1262014. An aggregate of $32,324 was used for patent expenses and equipment purchases and patent application expenditures during this same period. The Company does not anticipate any material expenditures for capital items to be utilized for the production or manufacture of products based on the Company’s recently issued patent for the fold-over coolick pack, patent number D670,876. Except for its operating working capital, limited equipment purchases and patent expenses, management is not aware of any other material capital requirements or material contingencies for which it must provide. There were no cash flows from financing activities during the sixnine month periodperiods ending OctoberJanuary 31, 2014 or 2013.

As of OctoberJanuary 31, 2013,2014, the Company had $1,177,079$1,144,920 of current assets available. Of this amount, $14,169$26,903 was prepaid expenses, $131,959$135,437 was inventory, $170,420$135,019 was net trade receivables and $860,531$847,561 was cash. The Company’s available cash and cash flow arefrom operations is considered adequate to fund the short-term capital needs of the Company. However, to meet the long-term operating capital needs of the Company, the Company must remain profitable.Company. The Company does not have a working line of credit, and does not anticipate obtaining a working line of credit in the near future. Thus thereThere is a risk additional financing may be necessary to fund long-term capital needs of the Company, although there is no such currently known long-term capital needs other than operations.Company.

Effects of Inflation. With the exception of raw materialinventory and labor costs increasing with inflation, inflation has not had a material effect on the Company’s revenues and income from continuing operations in the past three years. Inflation is not expected to have a material effect in the foreseeable future.

Critical Accounting Policies and Estimates. On December 12, 2001, the SEC issued FR-60 “Cautionary Advice Regarding Disclosure About Critical Accounting Policies.” FR-60 is an intermediate step to alert companies to the need for greater investor awareness of the sensitivity of financial statements to the methods, assumptions, and estimates underlying their preparation, including the judgments and uncertainties affecting the application of those policies and the likelihood that materially different amounts would be reported under different conditions or using different assumptions.

The Company’s significant accounting policies are disclosed in Note 2 to the Financial Statements for the 2nd3rd Quarter. See “Financial Statements.” Except as noted below, the impact on the Company’s financial position or results of operation would not have been materially different had the Company reported under different conditions or used different assumptions. The policies which may have materially affected the financial position and results of operations of the Company if such information had been reported under different circumstances or assumptions are:

Use of Estimates.Estimates Preparation- preparation of financial statements and conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the Financial Statements and the reported amounts of revenues and expenses during the reporting period. The financial condition of the Company and results of operations may differ from the estimates and assumptions made by management in preparation of the Financial Statements accompanying this report.

Allowance for Bad Debts. - The Company periodically performs credit evaluations of its customers and generally does not require collateral to support amounts due from the sale of its products. The Company maintains an allowance for doubtful accounts based on its best estimate of collectability of accounts receivable.

Forward-Looking Statements

This report may contain statements which, to the extent they are not recitations of historical fact, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). Such forward-looking statements involve risks and uncertainties. Actual results may differ materially from such forward-looking statements for reasons including, but not limited to, changes to and developments in the legislative and regulatory environments effecting the Company’s business, the impact of competitive products and services, changes in the medical and laboratory industries caused by various factors, risks inherit in marketing new products, as well as other factors as set forth in this report. Thus, such forward-looking statements should not be relied upon to indicate the actual results which might be obtained by the Company. No representation or warranty of any kind is given with respect to the accuracy of such forward-looking information. The forward-looking information has been prepared by the management of the Company and has not been reviewed or compiled by independent public accountants.

Item 3.Quantitative and Qualitative Disclosures About Market Risk.

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. TheHistorically, the Company’s primary exposure to market risk ishas been interest rate risk associated with its short term money market investments. The Company currently does not have any money market investments. The Company does not have any financial instruments held for trading or other speculative purposes and does not invest in derivative financial instruments, interest rate swaps or other investments that alter interest rate exposure. TheThus, the Company does not have any credit facilities with variable interest rates. The Company’s operations are not exposed to financial risk that will have a material impact on its financial position and results of operation.

Item 4.Controls and Procedures

Disclosure Controls and Procedures

The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) which are controls and other procedures of the Company that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Accounting Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s Chief Executive Officer and Chief Accounting Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s Chief Executive Officer and its Chief Accounting Officer have concluded that the Company’s disclosure controls and procedures are effective.

There have been no changes in the Company’s internal control over financial reporting during the Company’s Fiscal Quarter ending OctoberJanuary 31, 20132014 that have materially affected or are likely to materially affect the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1.Legal Proceedings.

As of the end of the Company’s Fiscal Quarter ending OctoberJanuary 31, 2013,2014, there are no material pending legal proceedings to which the Company or any of its subsidiaries is a party to of which any of their property is the subject.

Item 2.Unregistered Sales of Equity Securities and Use or Proceeds.

During the past three years, the Company has not sold securities which were not registered under the Securities Act.

Item 3.Defaults Upon Senior Securities.

The disclosures required by this items are(a) As of the end of the Company’s Fiscal Quarter ending January 31, 2014, there have been no material defaults in the payment of principal, interest, a sinking or purchase fund installment, or any other material default not applicablecured within 30 days, with respect to any indebtedness of the registrant or any of its significant subsidiaries exceeding 5 percent of the total assets of the Company because (a)and its consolidated subsidiaries.

(b) As of the end of the Company’s Fiscal Quarter ending January 31, 2014, there have been no material arrearages in the payment of dividends and there has been no other material delinquency not cured within 30 days, with respect to any class of preferred stock of the Company does not have debt exceeding 5%which is registered or which ranks prior to any class of its total assets, and (b)registered securities, or with respect to any class of preferred stock of any significant subsidiary of the Company has not declared any dividends and is not obligated to pay any dividends.Company.

Item 4.Mine Safety Disclosures.

The disclosures required by this item are not applicable to the Company.None.

Item 5.Other Information.

(a) The Company is not required to disclose any information in this Form 10-Q otherwise required to be disclosed in a report on Form 8-K during the period covered by this Form 10-Q.

(b) During the Fiscal Quarter ending OctoberJanuary 31, 2013,2014, there have been no material changes to the procedures by which the security holders may recommend nominees to the Company’s board of directors, where such changes were implemented after the Company last provided disclosure in response to the requirements of Regulation S-K.

Item 6.Exhibits.

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

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

(3) (2)Articles of Incorporation and By-laws⁽ⁱ⁾

(4) (3)Instruments defining rights of security holders, including indentures - none.

(10)      Material Contracts – none.

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

(15)      Letter regarding unaudited interim financial information - none.

(18)      Letter regarding change in accounting principalsprinciples - 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.

(31.1)   Certification of the Chief Executive Officer pursuant to

Rule 13a-14(a) under the Securities Exchange

            Act of 1934.

Filed herewith.

(31.2) Certification of the Chief Accounting Officer pursuant to

Rule 13a-14(a) under the Securities Exchange

           Act of 1934.   Filed herewith.

(32.1) Certification of the Chief Executive Officer pursuant to

Rule 13a-14(b) under the Securities Exchange Act

           of 1934 and

18 U.S.C. Sect. 1350. Filed herewith.

(32.2) Certification of the Chief Accounting Officer pursuant to

Rule 13a-14(b) under the Securities Exchange            Act of 1934 and

18 U.S.C. Sect. 1350. Filed herewith.

_______________________________________

(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 and Restated By-Laws, to the Company’s Current Statement on Form 8-K dated as of July 2, 2009 filed with the Securities and Exchange Commission.

(ii) Pursuant to Rule 406T of Regulation S-T, the Interactive Data Filed on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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.

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Fred K. Suzuki, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Biosynergy, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

Biosynergy, Inc.Dated: March 17, 2014

Dated: December 16, 2013

EXHIBIT 31.2

CERTIFICATION OF CHIEF ACCOUNTING OFFICER

I, Laurence C. Mead, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Biosynergy, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

Dated: December 16, 2013March 17, 2014

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Report of Biosynergy, Inc. (the "Company") on Form 10-Q for the quarter ending OctoberJanuary 31, 2013,2014, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly represents, in all material respects, the financial conditions and results of operations of the Company as of OctoberJanuary 31, 2013,2014, and for the period then ended.

Biosynergy, Inc.

Dated: December 16, 2013

March 17, 2014

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Report of Biosynergy, Inc. (the "Company") on Form 10-Q for the quarter ending OctoberJanuary 31, 2013,2014, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly represents, in all material respects, the financial conditions and results of operations of the Company as of OctoberJanuary 31, 2013,2014, and for the period then ended.

Biosynergy, Inc.

Dated: March 17, 2014

Dated: December 16, 2013