Biosynergy (BSYN) 10-Q 2019 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2019

__ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM APRIL 30, 2019 TO JULY 31, 2019

Commission File Number: 0-12459

Biosynergy, Inc.

(Exact name of registrant as specified in its charter)

Illinois	36-2880990
(State or other jurisdiction of incorporation or organization	(I.R.S. Employer 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. YesX 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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ______ Accelerated filer ______

Non-accelerated filer (Do not check if a smaller reporting company) ______ Smaller reporting company ___X___

Emerging growth company ______

If an emerging growth company, indicated by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

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 stock, as of July 31, 2019:14,935,511

BIOSYNERGY, INC.

PART 1 - FINANCIAL INFORMATION

Item 1.Financial Statements and Supplementary Data

BALANCE SHEETS

Assets

	July 31, 2019 Unaudited			April 30, 2019 Audited
Current Assets Cash	$	1,213,647		$	1,180,125
Accounts receivable. Trade (net of allowance for  doubtful accounts of $500 at July 31, 2019 and April 30, 2019		229,201			246,363
Inventories		158,038			162,678
Prepaid expenses		50,614			57,658
Total Current Assets		1,651,500			1,646,824
Property, Plant and Equipment Equipment		201,489			201,489
Leasehold improvements		25,809			25,809
		227,298			227,298
Less accumulated depreciation and amortization		(216,401	)		(214,982	)
Total Equipment and Leasehold Improvements Net		10,897			12,316
Operating Lease Right of Use Operating Lease Right of Use Asset		66,825			89,100
Total Operating Lease Right of Use Asset		66,825			89,100
Other Assets
Patents less accumulated amortization		115,291			118,702
Deposits		5,937			5,937
Total other assets		121,228			124,639
	$	1,850,450		$	1,872,879

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

BIOSYNERGY, INC.

PART 1 - FINANCIAL INFORMATION

BALANCE SHEETS

Liabilities and Shareholders’ Equity

	July 31, 2019  Unaudited			April 30, 2019 Audited
Current Liabilities
Accounts payable	$	7,299		$	4,538
Accrued compensation and payroll taxes		19,993			39,766
Accrued vacation		29,474			21,578
Other accrued liabilities		868			209
Operating lease liability		67,650			90,200
Total Current Liabilities		125,284			156,291
Deferred Income Taxes		24,272			24,272
Shareholder's Equity
Common stock, no par value: 20,000,000 authorized shares issued: 14,935,511 shares at July 31, 2019 and April 30, 2019		660,988			660,988
Receivable from affiliate		(19,699	)		(19,699	)
Retained earnings		1,059,605			1,051,027
Total Shareholders' Equity		1,700,894			1,692,316
	$	1,850,450		$	1,872,879

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

BIOSYNERGY, INC.

STATEMENTS OF OPERATIONS

Unaudited

	Three Months Ended July 31
	2019		2018
Net sales	$	316,782	$	317,829
Cost of sales		107,175		103,914
Gross profit		209,607		213,915
Operating expenses
Marketing		47,802		45,709
General and administrative		110,516		117,340
Research and development		39,921		36,920
Total Operating Expenses		198,239		199,969
Income from operations		11,368		13,946
Other income
Interest income		150		92
Other income		480		480
Total Other Income		630		572
Net Income before income taxes		11,998		14,518
Provision for income taxes		3,420		4,139
Net Income	$	8,578	$	10,379
Net income per common share - basic and diluted	$	.0006	$	.0007
Weighted-Average Shares of Common Stock Outstanding - Basic and Diluted		14,935,511		14,935,511

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

BIOSYNERGY, INC.

STATEMENT OF SHAREHOLDERS' EQUITY

THREE MONTHS ENDED JULY 31, 2019

Unaudited

	Common Stock
	Shares		Amounts		Receivable from Affiliate			Retained Earnings		Total
Balance, May 1, 2019		14,935,511	$	660,988	$	(19,699	)	$	1,051,027	$	1,692,316
Net Income		—		—		—		$	8,578	$	8,578
Balance,  July 31, 2019		14,935,511	$	660,988	$	(19,699)		$	1,059,605	$	1,700,894

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

BIOSYNERGY, INC.

STATEMENTS OF CASH FLOWS

Unaudited

	Three Months Ended July 31
Cash flows from operating activities	2019			2018
Net income Adjustments to reconcile net income to cash provided by operating activities	$	8,578		$	10,379
Depreciation and amortization		4,830			4,089
Noncash lease expense		22,275			22,275
Changes in assets and liabilities
Accounts receivable		17,162			2,534
Inventories		4,640			4,941
Prepaid expenses and other		7,044			6,618
Accounts payable and accrued expenses		(8,457	)		(5,621	)
Building lease liability for right of use asset		(22,550	)		(22,000	)
Total adjustments		24,944			12,836
Net cash provided by operating activities		33,522			23,215
Increase in cash and cash equivalents		33,522			23,215
Cash and cash equivalents beginning period		1,180,125			1,140,428
Cash and cash equivalents ending period Supplemental cash flow information	$	1,213,647		$	1,163,643
Interest paid	$	—		$	—
Income taxes paid	$	—		$	—
Non-Cash Transactions
Record Right of Use Asset and Operating Lease Liability	$	—		$	178,200

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

BIOSYNERGY, INC.

Notes to Financial Statements

Three Months Ended July 31, 2019 and 2018

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, 2019 Annual Report on Form 10-K/A. The results of operations for the three months ended July 31, 2019 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 92.48% of the sales during the quarter ending July 31, 2019 and 91.34% during the quarter ending July 31, 2018. 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 $1,419 and $1,918 for the three month periods ending July 31, 2019 and 2018, 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 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 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 is as follows:

• The Company’s revenue is primarily generated from the sales of products directly to customers or through distribution channels, based on purchase orders and not supply contracts providing for additional goods or services once the products are transferred to the customer. The Company’s performance obligations underlying such sales, and the timing of revenue recognition related thereto, remain substantially unchanged following the adoption of this ASU.

• The adoption of ASU No. 2014-09 requires that the Company recognize its sales return allowance on a gross basis rather than as a net liability. As such, the Company now recognizes a return asset for the right to recover the goods returned by the customer, measured at the former carrying amount of the products, less any expected recovery costs (recorded as an increase to prepaid expenses and other current assets), and a return liability for the amount of expected returns (recorded as an increase to other current liabilities). The Company’s analysis of sales returns over the past several years noted that sales returns are nominal and therefore no sales return allowance is deemed necessary.

There was no adjustment necessary for fiscal year ending April 30, 2018 or prior in relation to the change in the revenue recognition policy and no significant effects on the first quarter ending July 31, 2019.

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.

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 three month periods ended July 31:

	2019		2018
Current
Federal	$	2,280	$	2,760
State		1,140		1,379
Provision for Income Taxes		3,420		4,139

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

	Period ended July 31,
	2019			2018
U.S. federal statutory tax rate		21.0	%		21.0	%
State income tax expense, net of Federal tax benefit		7.5			7.5
Effective Tax Rate		28.5	%		28.5	%

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 the three months ended July 31, 2019 and 2018 were $3,411 and $2,171 respectively.

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 1^st quarter ended July 31, 2019 and 2018 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 three month periods ending July 31, 2019 and 2018, 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 July 31, 2019 and April 30, 2019, 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 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: 

	July 31, 2019		April 30, 2019
Raw materials	$	112,383	$	112,499
Work-in-process		31,271		32,882
Finished goods		14,384		17,297
	$	158,038	$	162,678

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 July 31, 2019:

Stock of Affiliates

	Biosynergy, Inc.			F.K. Suzuki International, Inc.			Medlab, Inc.
F.K. Suzuki International, Inc		30.0	%		—	%		100.0	%
Fred K. Suzuki, Officer		4.1			30.0			—
Jeanne S. Addis, Trustee		—			28.1			—
Mary K. Friske, Officer		.3			.7			—
Laurence C. Mead, Officer		.4			10.0			—
Beverly K. Suzuki		2.7			—			—
Lauane C. Addis, Officer		—			—			—
Malcolm MacCoun, Director		—			—			—

As of July 31, 2019, $19,699 was due from 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.

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 $4,624 and $8,706 for the three months ended July 31, 2019 and 2018 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, the Company entered into a two-year lease agreement for its current facilities, which started May 1, 2018 and expires on April 30, 2020. 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 three months ending July 31, 2019 was $22,275. Retrospective application of the new standard did not render any adjustments since all of the Company’s operating leases were less than one year.

Maturities of lease liabilities as of July 31, 2019 are presented in the following table:

Year Ending April 30 2020: $66,825

Note 7 – Customer Concentrations

Shipments to one customer amounted to 28.28% of sales during the first three months of Fiscal 2020 compared to 31.87% during the comparative Fiscal 2019 period. As of July 31, 2019, there were outstanding accounts receivable from this customer of $68,161 compared to $66,518 at July 31, 2018. Shipments to another customer amounted to 36.96% of sales during the first three months of Fiscal 2020 and 36.42% of sales during the first three months of Fiscal 2019. As of July 31, 2019, there were outstanding accounts receivable from this customer of $128,026 compared to $123,166 at July 31, 2018.

The Company had export sales of $7,310 during the first three months of Fiscal 2020, and export sales of $10,790 during the first three months of Fiscal 2019. 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 and such sales are not considered to be material.   

Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Net Sales/Revenues

For the three month period ending July 31, 2019 (“1^st Quarter”), the net sales decreased .33%, or $1,047, as compared to net sales for the comparative three month period ending in 2018. The decrease in net sales during the 1^st Quarter was primarily due to a decrease of $3,305 in LabTemp^® and HemoTemp^® II Activator sales offset by an increase in HemoTemp^® II sales of $2,655. As of July 31, 2019, the Company had no back orders.

In addition to the above, during the 1^st Quarter the Company had $480 of other miscellaneous revenues primarily from leasing a portion of its storage space to a third party and interest income of $150.

Costs and Expenses

The operating expenses of the Company during the 1^st Quarter decreased overall by .87%, or $1,730, as compared to the three month period ending July 31, 2018, primarily due to a decrease in general and administrative expenses.

Cost of Sales

The cost of sales during the 1^st Quarter increased by $3,261 as compared to these expenses during the three month period ending July 31, 2018. This increase was due primarily due to higher salaries and related employee expenses. As a percentage of sales, the cost of sales was 33.83% during the 1^st Quarter and 32.69% for the three month period ending July 31, 2018. Subject to unanticipated increases in raw 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 for the 1^st Quarter increased by $3,001, or 8.13%, as compared to the same quarter in fiscal 2018. The increase was mainly due to higher salaries and related employee expenses and books for research. 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 1^st Quarter increased by $2,093 as compared to the quarter ending July 31, 2018. The increase was due to marketing travel and higher employee expenses.

General and Administrative Expenses

General and administrative costs for the 1^st Quarter decreased by $6,824, or 5.82%, as compared to the 3 month period ending July 31, 2018. This decrease was primarily the result of a decrease in legal fees. Except for unforeseen expenses and normal increases in employee costs, it is unlikely general and administrative expenses will materially change during Fiscal 2020.

Net Income

The Company realized a net income of $8,578 during the 1^st Quarter as compared to a net income of $10,379 for the comparative quarter of the prior year. The reduction in net income during the first quarter was primarily due to reduced sales.

Assets/Liabilities

General

Since April 30, 2019, the Company’s assets have decreased by $22,429 and liabilities have decreased by $31,007. The overall decrease in assets and liabilities is primarily due to the changes in the accounting treatment for leases, which include amortization of the right of use asset and payments against the lease liability.

Related Party Transactions

The Company was owed $19,699 by F.K. Suzuki International, Inc. ("FKSI"), an affiliate, at July 31, 2019 and April 30, 2019. 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 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 was reclassified as a reduction of FKSI’s capital in the Company.

A board member provides 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 $4,624 and $8,706 at July 31, 2019 and 2018, respectively.

Current Assets/Liabilities Ratio

The ratio of current assets to current liabilities, 13.18 to 1, has increased compared to 10.5 to 1 at April 30, 2019, primarily due to higher cash balances and lower operating lease liability. 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 1^st Quarter, the Company experienced an increase in working capital of $35,683. This was primarily due to higher cash balances and lower operating lease liability.

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 substantial portion of the Company’s current assets.

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

Cash provided by operating activities was $33,522 during the three month period ending July 31, 2019. There was no cash used in investing activities. Except for operating capital, limited equipment purchases and patent procurement costs, 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 three month period ending July 31, 2019 or 2018.

As of July 31, 2019, the Company had $1,651,500 of current assets available. Of this amount, $50,614 was prepaid expenses, $158,038 was inventory, $229,201 was net trade receivables and $1,213,647 was cash. The Company’s available cash and cash flow are considered adequate to fund the short-term 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. Thus there 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.

Effects of Inflation. With the exception of inventory, 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 1^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 using 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. 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 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. The Company’s primary exposure to market risk is the interest rate risk associated with its short term 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. The Company does not have any credit facilities with variable interest rates. Thus, 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 July 31, 2019 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 July 31, 2019, 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/A for the fiscal year ended April 30, 2019. There were no significant changes to the risk factors identified on the Form 10-K/A for the fiscal year ended April 30, 2019 or during the first quarter of Fiscal 2020.

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. 

Item 3.Defaults Upon Senior Securities.

(a) As of the end of the Company’s Fiscal Quarter ending July 31, 2019, there have been no material defaults in the payment of principal, interest, a sinking or purchase fund installment, or any other material default not cured 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 and its consolidated subsidiaries.

(b) As of the end of the Company’s Fiscal Quarter ending July 31, 2019, 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 which is registered or which ranks prior to any class of registered securities, or with respect to any class of preferred stock of any significant subsidiary of the Company.

Item 4.Mine Safety Disclosures.

The disclosures required by this Item are not applicable to the Company.

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 July 31, 2019, 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) Plan of Acquisition, reorganization, arrangement, liquidation or succession - none

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

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

(10) Material Contracts – none.

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

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

(18) Letter regarding change in accounting principles - 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.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Biosynergy, Inc.

Date  September 13 , 2019	/s/ Fred K. Suzuki
DateSeptember 13 , 2019	Fred K. Suzuki Chief Executive Officer, Chairman of the Board, and President /s/ Laurence C. Mead Laurence C. Mead Chief Operating Officer, Chief Financial Officer, Chief Accounting Officer and Treasurer