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

BIOSYNERGY, INC.

PART 1 –- FINANCIAL INFORMATION

BALANCE SHEETS

Liabilities and Shareholders’ Equity 

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

BIOSYNERGY, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Ended

July 31

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

BIOSYNERGY, INC.

PART 1 – FINANCIAL INFORMATIONSTATEMENT OF SHAREHOLDERS' EQUITY

Statement of OperationsTHREE MONTHS ENDED JULY 31, 2020

(Unaudited)

Common Stock 

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

BIOSYNERGY, INC.

STATEMENT OF SHAREHOLDERS’ EQUITY

Nine Months Ended January 31, 2020

(Unaudited) 

Common Stock

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

BIOSYNERGY, INC.

STATEMENTSTATEMENTS OF CASH FLOWS

(Unaudited)

(Unaudited)

Three Months Ended July 31

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

BIOSYNERGY, INC.

Notes to Financial Statements

NineThree Months Ended JanuaryJuly 31, 2020 and 2019

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, 20192020 Annual Report on Form 10-K/A.10-K. The results of operations for the ninethree months ended JanuaryJuly 31, 2020 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 92.49%86.4% of the sales during the nine monthsquarter ending JanuaryJuly 31, 2020 and 92.14%92.48% during the nine monthsquarter ending JanuaryJuly 31, 2019. 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 various 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 beyond the stipulated due date. Receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded when received.

Inventories

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

Depreciation

Equipment and leasehold improvements are stated at cost. Depreciation is computed using 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 three to ten years.

Depreciation expense was $4,298$1,116 and $6,852$1,419 for the ninethree month periods ending JanuaryJuly 31, 2020 and 2019, respectively.

Prepaid Expenses

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

Revenue Recognition

In May 2014, the FASB issued an Accounting Standards Update (ASU)The Company accounts for revenue in accordance with ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)", which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) 605,Revenue Recognition. Several additional ASUs have subsequently been issued amending and clarifying the standard. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance provides a five-step process to achieve that core principle and to determine when and how revenue is recognized. The updates may be applied retrospectively for each period presented or as a cumulative-effect adjustment at the date of adoption.

The components as it relates to the Company adopted this standard on May 1, 2018, using the modified retrospective approach. The impact of the adoption of ASU 2014-09 on the Company’s condensed consolidated financial statements isare as follows:

There was no adjustment necessary for fiscal year ending April 30, 2019 or prior in relation to the change in the revenue recognition policy and no significant effects on the nine month period ending January 31, 2020.

Shipping and Handling

Shipping and handling fees billed to customer, if any, are netted against the related costs which are included in cost of sales. The net cost is not material.material.

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 reporting 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, generally for three years after filing, 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 expense.

The provision for income taxes consists of the following components for the ninethree month periods ended JanuaryJuly 31:

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

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, are amortized over the life of the respective patent on the straight-line method.

Patent amortization expense for each of the ninethree months ended JanuaryJuly 31, 2020 and 2019 were $10,232 and $8,994 respectively.$3,411.

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.

Income Per Common Share

Income per common share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Basic and diluted net income per common share is the same for the nine months1^st quarter ended JanuaryJuly 31, 2020 and 2019 as there are no common stock equivalents.

Comprehensive Income

Components of comprehensive income include amounts that are included in the comprehensive income but are excluded from net income. During the ninethree month periods ending JanuaryJuly 31, 2020 and 2019, there were no differences between the Company’s net income and comprehensive income.

Fair Value of Financial Instruments

The Company evaluates its financial instruments based on current market interest rates relative to stated

interest rates, length to maturity and the existence of readily determinable market prices. Based on the Company’s analysis, the fair value of financial instruments recorded on the balances sheets as of JanuaryJuly 31, 2020 and April 30, 2019,2020, approximates their carrying value.

Segments

Accounting standards have established annual reporting standards for an enterprise’s operating segments and related disclosures about its products, services, geographic areas and major customers. The Company’s operations were a single reportable segment and an international segment. The international segment operations are immaterial. See Note 7.

Recent Accounting Pronouncements

The FASB issues ASUs to amend the authoritative literature in ASC.Accounting Standards Certification (ASC). There have been a number of ASUs to date that amend the original text of ASCs. Those issued to date 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 JanuaryJuly 31, 2020:

As of JanuaryJuly 31, 2020 and July 31, 2019, $24,862 and $19,699 respectively was due from F. K. Suzuki International, Inc. These balances result(FKSI). This balance resulted from an allocation of common operating expenses charged to FKSI prior to April 30, 2006 offset by advances received from time to time.time, including an advance of $5,163 in Fiscal 2020 for corporate compliance costs. 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 total receivable balance has been reclassified as a contra equity account since April 30, 2006.account.

A board member provided a variety of legal services to the Company in his capacity as a partner in a law firm. Fees for such legal services were approximately $9,216$4,832 and $18,341$4,624 for the ninethree months ended JanuaryJuly 31, 2020 and 2019 respectively.

Note 6 – Lease Commitments

On February 25, 2016, the FASB issued Topic 842, Leases. Under its core principle, a lessee will recognize lease assets and liabilities on the balance sheet for all arrangements with terms longer than 12 months. Lessor accounting remains largely consistent with existing U.S. GAAP. At inception, a lessee must classify all leases as either finance or operating. In February 2018,2020, the Company entered into a two-year lease agreement for its current facilities, which started May 1, 20182020 and expires on April 30, 2020.2022. Under the new lease standard, which was early-adopted by the Company as of May 1, 2018, the Company’s lease was accounted for as an operating lease. As a result, the Company measured the lease liability using the two year term and rates per the lease agreement and recognized a lease liability, with a corresponding right-of-use asset. A discount was not calculated due to the lease agreement only having a two year term.

The operating lease expense for the ninethree months ending JanuaryJuly 31, 2020 is $66,825. The corresponding expense, recordedand 2019 was $24,143 and $22,275, respectively.

Maturities of lease liabilities as rent expense, for the nine months ending Januaryof July 31, 2020 is $67,650. Retrospective application ofare presented in the new standard did not render any adjustments since all of the Company’s operating leases were less than one year.following table:

Lease liability as of January 31, 2020 is $22,550 through April 30, 2020. Management is in the process of negotiating a new lease agreement.

Note 7 – Customer Concentrations

Shipments to one customer amounted to 28.43%33.29% of sales during the first ninethree months of Fiscal 20202021 compared to 28.15%28.28% during the comparative Fiscal 20192020 period. As of JanuaryJuly 31, 2020, there were outstanding accounts receivable from this customer of $64,554$82,460 compared to $65,955$68,161 at JanuaryJuly 31, 2019. Shipments to another customer amounted to 37.70%34.66% of sales during the first ninethree months of Fiscal 20202021 and 40.51%36.96% of sales during the first ninethree months of Fiscal 2019.2020. As of JanuaryJuly 31, 2020, there were outstanding accounts receivable from this customer of $120,626$107,544 compared to $199,484$128,026 at JanuaryJuly 31, 2019.

The Company had export sales of $4,750$11,640 during the 3^rd Quarterfirst three months of Fiscal 2020,2021, and export sales of $25,005$7,310 during the 3^rd Quarterfirst three months of Fiscal 2019. For the nine months ending January 31, 2020 export sales were $27,355 and $68,660 for the same period ending January 31, 2019.2020. The Company also believes that some of its medical devices were sold to distributors within the United States who resold the devices in foreign markets. However, the Company does not have any information regarding such sales.sales and such sales are not considered to be material. 

Note 8 – COVID-19 Pandemic

BIOSYNERGY, INC.

Nine Months Ended JanuaryThe Company will face challenges in 2020 and 2021 as a result of the COVID-19 pandemic. Such challenges will include (among other things) decreases or significant decreases in demand for certain products that has resulted in a decrease in sales for the quarter ending July 31, 2020, and 2019increases in demand for others, collectability of customer accounts receivable from customers negatively impacted by shelter in place requirements, managing the health and productivity of our employees working in our facility or working remotely, managing our information technology (IT) infrastructure and security for our employees working remotely, and procuring adequate raw materials and packaging, as well as managing our supply chain. We have also worked closely with our domestic suppliers to source and maintain a consistent supply of raw material, ingredients and packaging to provide a steady supply of our products to our customers. We are fortunate that to date our manufacturing facility has not been significantly impacted by this pandemic.

Item 2.Management’s Discussion of Financial Condition and Results of OperationsMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Net Sales/Revenues

For the three month period ending JanuaryJuly 31, 2020 (“31^rdst Quarter”), the net sales decreased 21.7%8%, or $81,076, and decreased 9.6%, or $98,249, during the nine month period ending January 31, 2020,$25,331, as compared to net sales for the comparative periodsthree month period ending in 2019. The decrease in net sales during the three1^st Quarter was primarily due to a decrease of $44,925 in TempTrend^® and nine month periods ending January 31, 2020 is primarily the result of lower HemoTemp^® II sales. At Januarysales due to the COVID-19 Pandemic, offset by an increase in TempTrend^® II, HemoTemp^® and HemoTemp^® II Activator sales of $18,235. As of July 31, 2020, there werethe Company had no back orders.

In addition to the above, during the 31^rdst Quarter the Company had $629$480 of other miscellaneous revenues and $1,889 for the nine month period ending January 31, 2020 primarily from interest income and leasing a portion of its storage space to an unrelated party.a third party and interest income of $142.

Costs and Expenses

General

The operating expenses of the Company during the 31^rdst Quarter decreasedincreased overall by 2.8%.22%, or $5,261,$440, as compared to the 3^rd quarter in 2019. The operating expenses of the Company decreased by 1.9% or $11,163 for the ninethree month period ending January 31, 2020, as compared to the nine month period ending JanuaryJuly 31, 2019, primarily due to a decreasean increase in legal feesgeneral and employee health insurance costs.administrative expenses.

Cost of Sales

The cost of sales during the 31^rdst Quarter increased by $849, and increased by $4,778 during the nine month period ending January 31, 2020$4,708 as compared to these expenses during the same periodsthree month period ending inJuly 31, 2019. TheThis increase in the cost of sales during the 3^rd Quarter was due primarily due to higher freight charge revenues, which are offset against otheroccupancy expenses, included in cost of sales. The increase for the nine month period ending January 31, 2020 was due to an increase in the cost of health insurance allocated to manufacturing, higher freight chargessalaries and certain raw materials.related employee expenses. As a percentage of sales, the cost of sales were 38.2%was 38.39% during the 31^rdst Quarter 29.6%and 33.83% for the comparative quarter ending in 2019, and 35.5% during the ninethree month period ending JanuaryJuly 31, 2020 compared2019. Subject to 31.6%unanticipated increases in 2019. 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 $2,767, or 6.4%, duringfor the 31^rdst Quarter increased by $132, or .33%, as compared to the same quarter in 2019. These costs increased by $6,032, or 5.0%, during the nine month period ending January 31, 2020 as compared to the same period infiscal 2019. The overall cost in research and development expense increased during the nine monthsincrease was mainly due to higher employee costslaboratory supplies and increased FDA user fees.occupancy expenses. The Company is continuing research intended to improve and expand the Company’s current product line. The Company does not have sufficient information to determine the extent to which the Company will be required to allocate its resources to the continued development of these products.

Marketing Expenses

Marketing expenses for the 3rd1st Quarter decreased by $200,5.68%, or .43%,$2,716, as compared to the quarter ending JanuaryJuly 31, 2019. These costs decreased by $2,606, or 1.8%, during the nine month period ending January 31, 2020 as compared to the same period in 2019. The decrease is primarilywas due to lower health care costs allocated to marketing activities.less artwork for promotional materials during the 1st Quarter. 

General and Administrative Expenses

General and administrative costs for the 31^rdst Quarter decreasedincreased by $7,828,$3,024, or 7.9%2.73%, as compared to the 3^rd quarter ending January 31, 2019, primarily due to lower legal fees, timing on accounting costs, and employee health care costs. General and administrative costs have decreased overall by $14,589, or 4.6%, during the nine month period ending JanuaryJuly 31, 2020, as compared to2019. This increase was primarily the same periodsresult of an increase in 2019, primarily due to lower legal feesoccupancy expenses, higher employee salaries and related employee health care costs.expenses. Except for unforeseen expenses and normal increases in employee costs, it is unlikely general and administrative expenses will materially change during Fiscal 2021.

Net Income (Loss)

The Company realized a net loss of $2,020$13,220 during the 31^rdst Quarter as compared to a net income of $53,364$8,578 for the comparative quarter inof the prior yearyear. The net loss during the first quarter was primarily due to lower sales during the 3^rd quarter. The Company also realized a net income of $23,548 for the nine month period ending January 31, 2020 as compared to a net income of $89,741 during the same period in 2019. This decrease in net income is due to an overall decrease in sales, while the operating expenses of the Company have not materially changed.COVID-19 Pandemic.

Assets/Liabilities

General

Since April 30, 2019,2020, the Company'sCompany’s assets have decreased by $58,879$54,338 and liabilities have decreased by $82,427.$41,118. The overall decrease in assets and liabilities is primarilydue to lower sales and a corresponding decrease in accounts receivable due to the COVID-19 Pandemic for the 1^st Quarter and the implementation of FASB Topic 842 related to changes in the accounting treatment for leases, which include amortization of the right of use asset and payments against the lease liability.leases.

Related Party Transactions

The Company was owed $19,699$24,862 by F.K. Suzuki International, Inc. ("FKSI"), an affiliate, at JanuaryJuly 31, 2020 and April 30, 2019.2020. 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. Collectability of the amounts due from FKSI since April 30, 2006 could notcannot 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 total amount owed by FKSI to the Company was reclassified as a reduction of FKSI’s capital in the Company.

A board member provides a variety of legal services to the companyCompany in his capacity as a partner in a law firm. Fees for such legal services were approximately $9,216$4,832 and $18,341$4,624 for the nine monthsthree month periods ending JanuaryJuly 31, 2020 and 2019, respectively.

Current Assets/Liabilities Ratio

The ratio of current assets to current liabilities, 22.511.1 to 1, has increased compared to 10.510.1 to 1 at April 30, 20192020, primarily due to higher cash balances and lower accrued liabilities and lower operating lease liability.accounts payables. The Company anticipates the ratio of current assets to current liabilities will remain substantially at its current level as a result of the change in accounting methods, subject to other normal fluctuations. 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 nine month period ending January 31, 2020,1^st Quarter, the Company experienced an increasea decrease in working capital of $103,941.$9,046. This iswas primarily due to lower sales due to the Company’s increase inCOVID-19 Pandemic which caused lower cash balances and lower accrued liabilities and lower operating lease liability.accounts receivable.

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 materialsubstantial portion of the Company’s investment in current assets.

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

Cash provided by operating activities was $67,353$9,454 during the ninethree month period ending JanuaryJuly 31, 2020. CashThere was no cash used forin investing activities was $962 during this same period.activities. Except for its operating working capital and 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 ninethree month periodsperiod ending JanuaryJuly 31, 2020 or 2019.

As of JanuaryJuly 31, 2020, the Company had $1,668,338$1,670,455 of current assets available. Of this amount, $57,271$44,848 was prepaid expenses, $146,112$144,346 was inventory, $218,439$226,525 was net trade receivables and $1,246,516$1,254,736 was cash. The Company’s available cash and cash flow from operations isare considered adequate to fund the short-term operating capital needs of the 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. ThereThus there is a risk additional financing may be necessary to fund long-term capital needs of the Company.Company, although there is no such currently known long-term capital needs other than operations.

Effects of Inflation. With the exception of inventory, and labor costs and product sales prices 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 on the Company’s revenues or income 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 3rd1^st 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 usedusing 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:

Lease Commitments - On February 25, 2016, the FASB issued Topic 842, Leases.  Under its core principle, a lessee will recognize lease assets and liabilities on the balance sheet for all arrangements with terms longer than 12 months.  Lessor accounting remains largely consistent with existing U.S. GAAP.  At inception, a lessee must classify all leases as either finance or operating. The Company classifies the lease for its facility in Elk Grove Village as an operating lease.

Revenue Recognition - In May 2014, the Financial Accounting Standard Board (FASB) issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition, and most industry-specific guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance provides a five-step process to achieve that core principle and to determine when and how revenue is recognized.

Use of 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 the 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 RiskQUANTITATIVE 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. Historically, theThe Company’s primary exposure to market risk has beenis the 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. Thus, theThe Company does not have any credit facilities with variable interest rates. TheThus, 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 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)15d15(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 JanuaryJuly 31, 2020 that have materially affected or are likely to materially affect the Company’s internal control over financial reporting.

BIOSYNERGY, INC.

Nine Months Ended January 31, 2020 and 2019

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

As of the end of the Company’s Fiscal Quarter ending JanuaryJuly 31, 2020, 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 1A. Risk Factors.

In addition to the other information set forth in this report on Form 10-Q, you should also consider the factors, risks and uncertainties which could materially affect the Company’s business, financial condition or future results as discussed in Part I, Item 1A – “Risk Factors” of our Annual Report on Form 10-K/A10-K for the fiscal year ended April 30, 2019.2020. There were no significant changes to the risk factors identified on the Form 10-K/A10-K for the fiscal year ended April 30, 20192020 or during the first nine monthsquarter of Fiscal 2020.2021.

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

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