UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to _______________
Commission File Number 0-12459
Biosynergy, Inc.
________________________________________________________________
(Exact name of registrant as specified in its charter)
Illinois 36-2880990
_________________________________ _________________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1940 East Devon Avenue, Elk Grove Village, Illinois 60007
_________________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (708) 956-0471
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
------- -------
Number of shares outstanding of common stock as of the close
of the period covered by this report: 13,806,511
----------
Page 1 of the 16 pages contained in the sequential numbering
system.
PART 1 - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
--------------------
Board of Directors and Shareholders
Biosynergy, Inc.
Elk Grove Village, Illinois
The accompanying Balance Sheet of BIOSYNERGY, INC. as at
July 31, 1995 and the related Statements of Operations,
Shareholders' Equity (Deficit) and Statements of Cash Flows for
the three month periods ended July 31, 1995 and 1994 were not
audited; however, the financial statements for the three month
periods ending July 31, 1995 and 1994 reflect all adjustments
(consisting only of normal reoccurring adjustments) which are, in
the opinion of management, necessary to provide a fair statement
of the results of operations for the interim periods presented.
The financial statements for the fiscal year ended April 30,
1995, were not audited due to the Company's lack of available
cash to pay for such audit; however, the financial statements for
the fiscal year ending April 30, 1995 reflect all adjustments
(consisting only of normal reoccurring adjustments) which are, in
opinion of management, necessary to provide a fair statement of
the results of operations for the period presented.
BIOSYNERGY, INC.
September 8, 1995
BIOSYNERGY, INC.
BALANCE SHEET
July 31, 1995 April 30,1995
_____________ _____________
Unaudited Unaudited
------------- -------------
ASSETS
CURRENT ASSETS
Cash 11,414 4,520
Accounts Receivable, Trade, Net of
Allowance for Uncollectible Accounts
of $500 at July 31, 1995 and
April 30, 1995 60,869 58,152
Inventories (Notes 1 and 4) 50,883 44,947
Prepaid Expenses 4,369 4,133
____________ _____________
Total Current Assets 127,535 111,752
____________ _____________
DUE FROM AFFILIATE (Note 3) 254,562 250,006
____________ _____________
PROPERTY AND EQUIPMENT
Equipment 154,036 154,036
Leasehold Improvements 12,216 12,216
____________ _____________
166,252 166,252
Less: Accumulated Depreciation and
Amortization ( 160,613) ( 159,919)
____________ _____________
5,639 6,333
OTHER ASSETS
Patents, Net of Accumulated
Amortization (Note 1) 33,426 34,725
Deposits 5,494 6,504
- -
____________ _____________
Investment in Affiliated Company (Note 3) 38,920 41,229
____________ _____________
426,656 409,320
____________ _____________
------------ -------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable 74,523 66,863
Notes Payable - Officer 14,938 16,288
Accrued Executive Compensation 98,921 97,768
Other Accrued Compensation 3,305 5,567
Accrued Payroll Taxes (Includes
Penalties of $4,205 at July 31, 1995
and $8,444 at April 30, 1995) 14,434 26,758
Deferred Rent 1,849 2,774
Other Accrued Expenses 7,209 6,027
____________ ___________
Total Current Liabilities 215,179 222,045
____________ ___________
COMMITMENTS AND CONTINGENCIES (Note 8) - -
____________ ___________
SHAREHOLDERS' EQUITY (Notes 5 and 6)
Common Stock, No Par Value; 20,000,000 Shares
Authorized, Issued: 13,806,511 Shares
at July 31, 1995 and at April 30, 1995 632,663 632,663
____________ ___________
Additional paid-in capital 100 100
Accumulated Deficit since July 31, 1985 in
connection with Quasi-Reorganization (421,286) (445,488)
____________ ___________
211,477 187,275
426,656 409,320
____________ ___________
------------ -----------
<FN>
The accompanying notes are an integral part of the financial statements.
BIOSYNERGY, INC.
STATEMENT OF OPERATIONS
Unaudited
Three Months Ended July 31,
1995 1994
______________ ____________
REVENUES
Sales 115,873 94,598
Computer Rentals and Services 150 150
Interest Income 54 41
Other Income 860 761
______________ ____________
116,937 95,550
______________ ____________
COST AND EXPENSES
Cost of Sales and Other
Operating Charges 38,275 45,509
Research and Development 7,450 6,663
Marketing 10,982 8,675
General and Administratie 35,347 39,769
Interest Expense 681 542
_____________ ____________
92,735 101,158
_____________ ____________
NET PROFIT (LOSS) 24,202 ( 5,608)
_____________ ____________
------------- ------------
NET PROFIT (LOSS) PER COMMON SHARE (Note 7) .001 ( .001)
_____________ _____________
------------- -------------
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING (Note 7) 13,806,511 13,806,511
_____________ _____________
------------- -------------
<FN>
The accompanying notes are an integral part of the financial statements.
BIOSYNERGY, INC.
STATEMENT OF SHAREHOLDERS' EQUITY
THREE MONTHS ENDED JULY 31, 1995
Unaudited
Additional
Common Stock Paid-in
Shares Amount Capital Deficit Total
___________ __________ ___________ __________ _______
Balance, May 1,
1995 13,806,511 632,663 100 (445,488) 187,275
Net Profit (Loss) - - - 24,202 24,202
Sale of Common Stock - - - - -
___________ __________ ___________ __________ _______
Balance, July 31,
1995 13,806,511 632,663 100 (421,286) 211,477
<FN>
The accompanying notes are an integral part of the financial statements.
BIOSYNERGY, INC.
STATEMENTS OF CASH FLOWS
Unaudited
THREE MONTHS ENDED JULY 31,
1995 1994
____________ ____________
OPERATING ACTIVITIES:
Net Income (Loss)
Adjustments to Reconcile Net Cash Used for 24,202 ( 5,608)
Operating Activities:
Depreciation and Amortization 3,003 2,314
Changes in Operating Assets and Liabilities:
(Increase) Decrease in Accounts Receivable ( 2,717) ( 2,470)
(Increase) Decrease in Inventories ( 5,936) 4,483
(Increase) Decrease in Prepaid Expenses ( 236) 1,178
Increase (Decrease) in Accounts Payable
and Accrued Expenses ( 5,516) 9,192
____________ ____________
Net Cash Provided (Used) by Operating
Activities 12,800 9,089
____________ ____________
INVESTING ACTIVITIES:
(Increase) Decrease in Due From Affiliate ( 4,556) ( 6,091)
____________ ____________
Net Cash Provided (Used) by Investing
Activities ( 4,556) ( 6,091)
____________ ____________
FINANCING ACTIVITIES:
Proceeds from Borrowing (Repayments) ( 1,350) ( 2,663)
____________ ____________
Net Cash Provided (Used) by Financing
Activities ( 1,350) ( 2,663)
____________ ____________
Increase (Decrease) in Cash and Cash
Equivalents 6,894 335
____________ ____________
Cash and Cash Equivalents at Beginning
of Period 4,520 6,174
____________ ____________
Cash and Cash Equivalents at End of Period 11,414 6,509
____________ ____________
------------ ------------
<FN>
The accompanying notes are an integral part of the financial statements.
BIOSYNERGY, INC.
NOTES TO FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies:
Inventories-Inventories are valued at the lower of cost or
market using the FIFO (first-in, first-out) method.
Equipment and Leasehold Improvements-Equipment and Leasehold
improvements are stated at cost. Depreciation and amortization
are computed primarily on the straight-line method over the
estimated useful lives of the respective assets. Repairs
and maintenance are charged to expense as incurred; renewals and
betterments which significantly extend the useful lives of existing
property and equipment are capitalized. Significant leasehold
improvements are capitalized and amortized over the term of the
lease.
Research and Development, and Patents-Research and development
expenditures are charged to operations as incurred. The cost
of obtaining patents, primarily legal fees, are capitalized and
amortized over seventeen years on the straight-line method.
2. Company Organization and Description:
The Company was incorporated under the laws of the State of
Illinois on February 9, 1976. It is primarily engaged in
the development and marketing of medical, consumer and industrial
thermometric and thermographic products that utilize cholesteric
liquid crystals.
3. Related Party Transactions:
The Company and its affiliates are related through common stock
ownership as follows as of July 31, 1995:
S T O C K O F A F F I L I A T E S
_____________________________________
F.K. Suzuki
Stevia Biosynergy International Medlab
Stock Owner Company Inc. Inc. Inc.
___________ _________ __________ ______________ ______
Stevia Company, Inc. - 13.8% - -
Biosynergy, Inc. .4% - - -
F.K. Suzuki
International, Inc. 55.8% 18.8% - 100.0%
Fred K. Suzuki, - - 35.6% -
Officer and Director
Lauane C. Addis, .1% .1% 32.7% -
Officer and Director
James F. Schembri, - 12.9% - -
Director
Upon the completion of the Company's public offering on July
7, 1983, the Company issued 2,000,000 shares of its no par value
common stock in exchange for 1,058,181 shares of common stock of
Stevia Company, Inc. The common stock of Stevia.
BIOSYNERGY, INC.
NOTES TO FINANCIAL STATEMENTS
3. (Continued)
Company, Inc. had no book value at the time of the exchange
and, as a consequence, the Company recorded the exchange at
zero dollar value. The Company owned 130,403 shares of
Stevia Company, Inc. Common Stock at July 31, 1995.
Although the Common Stock of Stevia Company, Inc. can be
traded in the over-the-counter market, there is no
established public trading market for such common stock due
to limited and sporadic trades. Stevia Company, Inc. Common
Stock had an estimated market price of less than $.01 as of
July 31, 1995.
Common offices are shared with Stevia Company, Inc.
Intercompany charges for shared expenses are made by
whichever company incurs such charges. Such intercompany
charges, together with funds advanced in prior years, have
resulted in the following balances due from Stevia Company,
Inc.:
July 31, 1995 - $242,153
April 30, 1995 - $237,597
At April 30, 1995 and July 31, 1995, the financial condition
of Stevia Company, Inc. was such that it is unlikely to be
able to repay the Company during the current year without
liquidating a portion of its assets.
The following balances were due from F.K. Suzuki
International, Inc. at the dates indicated based on the
allocation of common expenses offset by advances received
from time to time:
July 31, 1995 - $12,409
April 30, 1995 - $12,409
At April 30, 1995 and July 31, 1995, the financial condition
of F.K. Suzuki International, Inc. was such that it is
unlikely to be able to repay the Company during the current
year without liquidating a portion of its assets.
As of the first quarter ending July 31, 1995 and the fiscal
year ending April 30, 1995, the Company has several
outstanding loans due to Fred K. Suzuki, President of the
Company. See Note 9 of the "FINANCIAL STATEMENTS" for a
description of such loans.
See also Note 5.
4. Inventories:
Components of inventories are as follows:
BIOSYNERGY, INC.
NOTES TO FINANCIAL STATEMENTS
April 30, 1995 July 31, 1995
______________ _____________
Raw Materials $ 29,395 $ 34,043
Work-in process 12,136 15,152
Finished Goods 3,416 1,688
_____________ _____________
$ 44,947 $ 50,883
_____________ _____________
------------- -------------
5. Common Stock:
As of July 31, 1995, under an employee stock incentive plan
adopted in 1983, stock options and stock appreciation rights
for 141,500 shares of stock were granted to five advisors,
directors, officers, consultants, and/or employees of the
Company. The exercise price is $.05 per share. The Company
reserved 350,000 shares of its common stock for this plan.
Under the plan, stock options may be granted with respect to
shares subject to expired stock options. As permitted in
the plan, the directors of the Company extended the
termination date of the plan from May 19, 1986 to December
31, 1989. No further action has been taken to extend the
term of the plan.
Effective January 31, 1990, the Company entered into an
agreement with its President, Fred K. Suzuki, pursuant to
which the Company granted an option to convert all or a
portion of his accrued but unpaid compensation into shares
of the Company's no par value common stock at a conversion
rate of $.05 per share. The option is conditioned upon the
Company having sufficient liquid assets to pay all employee
taxes due at the time of the conversion. The option may be
exercised until Mr. Suzuki is no longer owed accrued but
unpaid salary. The accrued but unpaid salary arose as a
result of Mr. Suzuki agreeing to defer his salary when the
Company was not financially able to pay salaries on a
regular basis. The option contains anti-dilutive provisions
in the event of corporate capital reorganizations. An
aggregate of 1,196,993 shares of the Company's common stock
was subject to Mr. Suzuki's option at July 31, 1995.
On August 1, 1993, the Company entered into a Stock Option
Agreement with Fred K. Suzuki, President, granting Mr.
Suzuki an option to purchase 3,000,000 shares of the
Company's common stock at an option price of $0.025 per
share. This Stock Option Agreement was granted to Mr.
Suzuki in consideration of his loaning money to the company
on an unsecured basis from time to time. The option
contains anti-dilutive provisions in the event of corporate
capital reorganizations. As of July 31, 1995, no portion of
this Option has been exercised.
The Company's common stock is traded in the over-the-counter
market. However, there is no established public trading
market for such common stock due to limited and sporadic
trades. The Company's common stock is not listed on a
recognized market or stock exchange.
BIOSYNERGY, INC.
NOTES TO FINANCIAL STATEMENTS
6. Quasi-Reorganization:
On July 31, 1985, the Company effected a Quasi-
Reorganization which resulted in the elimination of
$1,976,417 of accumulated deficit at the date of
reorganization and a decrease of $1,976,417 in the amount of
common stock outstanding.
7. Income (Loss) Per Share:
Net income or (loss) per common share is computed using the
weighted average number of common shares outstanding during
the period, after giving effect to stock splits. Fully
diluted earnings per share, assuming exercise of outstanding
options, is not presented since exercise of the options
would be anti-dilutive.
8. Lease Commitments:
During 1991, the Company entered into a lease agreement for
its current facilities which expires January 31, 1996. The
base rent under the lease, of which 15% is allocated to
Stevia Company, Inc., for each fiscal year is as follows:
Year ending April 30 Total Base Rent
-------------------- ---------------
1992 $53,466
1993 $57,889
1994 $59,061
1995 $62,574
1996 (to January 31, 1996) $46,931
Also included in the lease agreement are escalation clauses
for the lessor's increases in property taxes and other
operating expenses. The lease can be extended for an
additional five year term.
9. Notes Payable:
Notes payable consists of the following:
. $12,100 unsecured note payable to Mr. Suzuki. The note
bears interest at 11.5%, and is due on demand. The
balance of this note at April 30, 1995 was $8,700 and
$7,350 at July 31, 1995.
. $7,587.75 unsecured note payable to Mr. Suzuki. This
note bears interest at 10%, and is due on demand. The
balance of this note at April 30, 1995 and July 31,
1995 was $7,587.75. This note represents an advance to
the Company for expenses incurred, including legal
fees, for the settlement of a lawsuit. The expenses of
this lawsuit were equally divided between the Company,
Mr. Suzuki, Stevia Company, Inc. and F.K. Suzuki
International, Inc., affiliates of the Company.
BIOSYNERGY, INC.
NOTES TO FINANCIAL STATEMENTS
10. Income Taxes:
At April 30, 1995, net operating loss carryforwards were
available and expire, if not used, as follows:
Year Ending Net Operating
April 30, Losses
------------ -------------
1998 $ 376,087
1999 677,671
2000 455,166
2001 449,142
2002 132,470
2003 85,822
2004 41,176
2006 160
2007 28,253
___________
$ 2,245,947
-----------
The Company adopted Statement of Financial Accounting
Standards (SFAS) No. 109, "Accounting for Income Taxes" for
the fiscal year ending April 30, 1994 as required by SFAS
No. 109. The effect, if any, of adopting Statement No. 109
on pre-tax income from continuing operations is not
material. The company has elected not to retroactively
adopt the provisions allowed in SFAS No. 109; however, all
provisions of the document have been applied since the
beginning of fiscal year 1994.
11. Major Customers:
Shipments to one customer accounted for approximately 31% of
sales during the first quarter of Fiscal 1996. The
outstanding receivable from this customer was $26,411 at
July 31, 1995.
12. Management's Plans:
In view of the fact the Company has incurred substantial
losses in prior years, management of the Company recognizes
the Company's ability to continue as a going concern is
subject to increased sales and the ability of the Company to
raise money, when needed. To this extent, management has
endeavored to introduce the Company's products to new
markets and expand its marketing efforts in the traditional
medical market. Management also intends to continue
pursuing financing opportunities, including selling its
common stock to private investors, if necessary.
Item 2. MANAGEMENT ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
SALES/REVENUES
--------------
For the three month period ending July 31, 1995 ("1st Quarter"),
the net sales increased 22.49%, or $21,275, as compared to net
sales for the comparative quarter ending in 1994. This increase
in sales is the result of a 26% increase in sales of HemoTempR II
along with a 43% increase in TempTrendR sales as compared to the
same quarter in 1994. As of July 31, 1995, the Company had
$3,347.50 in product back orders.
In addition to the above, during the 1st Quarter the Company
realized $150 of income as a result of leasing a portion of its
computer time to Stevia Company, Inc., an affiliate, and $860 of
miscellaneous income and $54 of interest income for the three
month period ending July 31, 1995.
INCOME/LOSS
-----------
The Company realized a net profit of $24,202 during the 1st
Quarter as compared to a loss of $5,608 for the comparative
quarter of the prior year. The increase in income is a result of
improved sales and an overall decrease in expenses. There can be
no assurance however, that the Company's sales will improve or
stay at their present level on which the profitability of the
Company is dependent.
As of April 30, 1995, the Company has incurred net operating
losses aggregating $2,245,947. As a result of net operating loss
carryovers, no income taxes were due for Fiscal 1995 and will
unlikely be due for Fiscal 1996. See "FINANCIAL STATEMENTS" for
the effect of the net operating loss carryforwards on the
Company's income tax position. The Tax Reform Act of 1986 will
not alter the Company's net operating loss carryforward position,
and the net operating loss carryforwards will be available and
expire, if not used, as set forth in Footnote 10 of the
"FINANCIAL STATEMENTS."
EXPENSES
--------
GENERAL
-------
The operating expenses incurred by the Company during the 1st
Quarter decreased overall by 8.33%, or $8,423, as compared to the
1st Quarter in 1994, primarily due to a decrease in the cost of
sales and general and administrative expenses.
COST OF SALES AND OTHER OPERATING CHARGES
-----------------------------------------
The cost of sales and other operating charges during the 1st
Quarter decreased by $7,234 as compared to these expenses during
the same quarter ending in 1994. As a percentage of sales, the
cost of sales and other operating charges were 33.03% during the
1st Quarter and 48.10% for the same quarter ending in 1994. The
decrease in cost of sales and operating charges, as a percentage
of sales, was due primarily to an increase in sales or a unit
basis with a corresponding improved production efficiency. The
cost of sales and other operating charges include direct costs of
producing products sold, overhead allocable to production,
expended inventory (i.e. "outdated inventory") and other
production expenses not allocable to capital items.
RESEARCH AND DEVELOPMENT
------------------------
Research and Development costs increased $787, or 11.81%, as
compared to the same quarter in 1994. This increase was not
material to the operations of the Company. The Company intends
to direct future research and development to the improvement of
its current product line and to those new products, the
development of which has already commenced, or those products
which are natural expansions of the current product line. The
Company may also increase its research and development activities
to fulfill research and development contracts for the development
of products for customers, which will be offset by research
revenues.
MARKETING
---------
Marketing costs for the 1st Quarter increased by $2,307 or
26.59%, as compared to the quarter ending July 31, 1994. This
increase is a result of increased marketing activity such as
advertising, and an increase in commissioned sales. As financial
resources become available, the Company intends to further expand
its marketing budget.
GENERAL AND ADMINISTRATIVE
--------------------------
General and administrative costs decreased by $4,422, or 11.12%,
as compared to the 1st quarter ending in 1994. This was
primarily due to a decrease in salaries and associated employee
expenses as the result of the Company's bookkeeper resigning in
May, 1995.
ASSETS/LIABILITIES
------------------
GENERAL
-------
Since April 30, 1995, the Company's assets and liabilities have
not materially changed.
DUE FROM AFFILIATES
-------------------
The Company was owed $242,153 by Stevia Company, Inc. ("Stevia"),
an affiliate, and $12,409 by F.K. Suzuki International, Inc.
("FKSI"), an affiliate, at July 31, 1995. These affiliates owed
$237,597 and $12,409 at April 30, 1995, respectively. These
accounts primarily represent common expenses which are charged by
one company to the other for reimbursement. These expenses
include certain rent, salaries for common employees, insurance
and employee benefits, and legal fees. Beginning May 1, 1994, a
greater portion of these common expenses were allocated to the
Company to reflect the decreasing activity of Stevia Company,
Inc. and the increased activity of the Company. These expenses
are reviewed from time to time to determine if reallocation is
appropriate. See "Financial Statements." These expenses are
incurred in the ordinary course of business. As a result of the
increase in amounts due from affiliates, the Company has reduced
its own liquid resources. The Company intends to reverse this
trend by restricting the dollar volume of advances and common
expense charges to Stevia and FSKI until these affiliates are in
a position to reimburse the Company.
CURRENT ASSETS/CURRENT LIABILITY RATIO
--------------------------------------
The ratio of current assets to current liabilities, .59 to 1, has
improved compared to .50 to 1 at April 30, 1995. In view of the
Company's operating expenses, there is a risk that the Company's
current asset/current liability ratio may not be adequate for the
Company's current or future operating needs unless the Company's
sales remain at the present level or improve.
WORKING CAPITAL/LIQUIDITY
-------------------------
During the 1st Quarter, the Company experienced an increase in
working capital of $22,649. This is due to the increase in
profit of the Company during the 1st Quarter and a corresponding
decrease in liabilities.
In view of the fact that the Company has incurred substantial
losses in prior years and has a working capital deficit,
Management of the Company recognizes the Company's ability to
continue as a going concern is subject to maintaining and
improving sales, profitable operations, collection of accounts
receivable, and the ability of the Company to obtain capital,
when needed, of which there is no assurance. The Company intends
to continue expanding its marketing efforts in the medical market
and new markets. Finally, Management intends to continue
financing opportunities, including selling its common stock to
private investors, if necessary. The Company does not have a
working line of credit, and there can be no assurance, nor is it
anticipated, that the Company will be able to obtain a working
line of credit on acceptable terms. Irrespective of the
Company's deficit in working capital, the Company has not been
refused goods or services from any of its vendors.
Since the Company does not have an operating line of credit, the
Company's President, Fred K. Suzuki, has made loans to the
Company during the past two fiscal years for working capital
purposes. See Footnote 9 of the "Financial Statements". There
can be no assurance such loans will be available in the future or
on terms acceptable to the Company.
Except for its operating working capital needs, the Company has
no material contingencies for which it must provide.
PART II - OTHER INFORMATION
---------------------------
Item 6. Exhibits and Reports on Form 8K.
(a) The following exhibits are filed as a part of this report:
(3) Articles of Incorporation and By-laws (i)
(10) Material Contracts
(a) Deferred Compensation Option Agreement, dated
January 31, 1990, between the Company and Fred K.
Suzuki (ii)
(b) Stock Option Agreement, dated August 1, 1993,
between the Company and Fred K. Suzuki (iii)
(c) Promissory Note dated March 2, 1993, in the amount
of $12,100 payable to Fred K. Suzuki. (iii)
(d) Promissory Note dated July 1, 1993, in the amount
of $7,587.75 payable to Fred K. Suzuki. (iii)
(15) Letter dated September 8, 1995, regarding interim
financial information. (iv)
(b) No Current Reports on Form 8K were filed during the period
covered by this Report.
_____________________
(i) Incorporated by reference to a Registration Statement
filed on Form S-18 with the Securities and Exchange
Commission, 1933 Act Registration Number 2-38015C,
under the Securities Act of 1933, as amended, and
Incorporated by reference, with regard to Amended By-
Laws, to the Company's Annual Report on Form 10K for
fiscal year ending April 30, 1986 filed with the
Securities and Exchange Commission.
(ii) Incorporated by reference to the Company's Annual
Report on Form 10K for fiscal year ending April 30,
1990 filed with the Securities and Exchange Commission.
(iii) Incorporated by reference to the Company's Annual
Report on Form 10K for fiscal year ending April 30,
1994 filed with the Securities and Exchange Commission.
(iv) This exhibit is included in this report as a part of
the Financial Statements, and is incorporated by
reference herein.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Biosynergy, Inc.
Date September 13, 1995
________________________________
Fred K. Suzuki
President, Chairman of the
Board, Chief Accounting
Officer and Treasurer
Date September 13, 1995
_________________________________
Lauane C. Addis
Secretary, Corporate Counsel
and Director
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Biosynergy, Inc.
Date September 13, 1995 /s/ FRED K. SUZUKI /s/
____________________________________
Fred K. Suzuki
President, Chairman of the Board,
Chief Accounting Officer and
Treasurer
Date September 13, 1995 /s/ LAUANE C. ADDIS /s/
____________________________________
Lauane C. Addis
Secretary, Corporate Counsel and
Director