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, 1999
-------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to ______________
Commission File Number 0-12459
Biosynergy, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Illinois 36-2880990
------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1940 East Devon Avenue, Elk Grove Village, Illinois 60007
------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 956-0471
--------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
------- ------
Number of shares outstanding of common stock as of the close of the
period covered by this report: 13,806,511
Page 1 of the 21 pages contained in the sequential numbering system.
BIOSYNERGY, INC.
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, 1999
and the related Statements of Operations, Shareholders' Equity (Deficit) and
Statements of Cash Flows for the three month periods ended July 31, 1999 and
1998 were not audited; however, the financial statements for the three month
periods ending July 31, 1999 and 1998 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, 1999, 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, 1999
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 7, 1999
BIOSYNERGY, INC.
BALANCE SHEET
ASSETS
July 31, 1999 April 30,1999
Unaudited Unaudited
------------- -------------
CURRENT ASSETS
Cash 79,218 319,508
Short-Term Investments (Note 4) 250,000 -
Accounts Receivable, Trade, Net of 76,353 76,649
Allowance for Uncollectible Accounts
of $500 at July 31, 1999 and $500 at
April 30, 1999
Inventories (Notes 1 and 5) 61,145 49,671
Note Receivable from Officer (Note 3) 8,000 8,000
Prepaid Expenses 5,316 10,314
Interest Receivable (Notes 3 and 4) 2,879 66
------- -------
Total Current Assets 482,911 464,208
------- -------
DUE FROM AFFILIATES (Note 3) 18,574 18,574
------- -------
PROPERTY AND EQUIPMENT
Equipment (Note 9) 103,598 102,497
Leasehold Improvements 15,140 15,140
------- -------
118,738 117,637
Less: Accumulated Depreciation and
Amortization (100,466) ( 99,018)
------- -------
18,272 18,619
------- -------
OTHER ASSETS
Deposits 5,995 5,995
------- -------
525,752 507,396
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable 8,873 11,899
Other Accrued Compensation 8,060 4,230
Accrued Payroll Taxes 616 324
Deferred Rent 1,355 1,581
Other Accrued Expenses 1,817 2,128
------ ------
Total Current Liabilities 20,721 20,162
------ ------
COMMITMENTS AND CONTINGENCIES (Note 8) - -
------ ------
SHAREHOLDERS' EQUITY (Note 6)
Common Stock, No Par Value; 20,000,000 Shares
Authorized, Issued: 13,806,511 Shares
at July 31, 1999 and at April 30, 1999 632,663 632,663
Additional paid-in capital 100 100
Accumulated Deficit (127,732) (145,529)
------- -------
505,031 487,234
------- -------
525,752 507,396
======= =======
The accompanying notes are an integral part of the financial statements.
BIOSYNERGY, INC.
STATEMENT OF OPERATIONS
Unaudited
Three Months Ended July 31
--------------------------
1999 1998
----------- ----------
REVENUES
Sales 132,342 146,703
Computer Rentals and Services 150 150
Other Income 712 711
Interest Income (Notes 3 and 4) 2,813 -
----------- ----------
135,867 147,564
----------- ----------
COST AND EXPENSES
Cost of Sales and Other
Operating Charges 42,248 49,325
Research and Development 17,452 9,325
Marketing 14,125 15,431
General and Administrative 44,245 40,008
Interest Expense - 91
----------- ---------
118,070 114,180
----------- ---------
NET INCOME (LOSS) BEFORE INCOME TAXES
AND EXTRAORDINARY ITEMS 17,797 33,384
INCOME TAXES 3,951 7,411
----------- ---------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEMS 13,846 25,973
EXTRAORDINARY ITEMS
Reduction of Income Taxes
arising from utilization of prior
years' Net Operating Losses (Note 9) 3,951 7,411
---------- ----------
NET INCOME (LOSS) 17,797 33,384
---------- ----------
---------- ----------
NET INCOME (LOSS) PER COMMON SHARE (Note 7):
Before Extraordinary Items .001 .002
---------- ----------
Extraordinary Items .000 .001
---------- ----------
NET INCOME (LOSS) PER COMMON SHARE .001 .003
---------- ----------
---------- ----------
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING (Note 7) 13,806,511 13,806,511
========== ==========
The accompanying notes are an integral part of the financial statements.
BIOSYNERGY, INC.
STATEMENT OF SHAREHOLDERS' EQUITY
THREE MONTHS ENDED JULY 31, 1999
Unaudited
Additional
Common Stock Paid-in
Shares Amount Capital Deficit Total
---------- ------- ------- --------- -------
Balance, May 1,
1999 13,806,511 632,663 100 (145,529) 487,234
Net Profit (Loss) - - - 17,797 17,797
Balance, July 31,
1999 13,806,511 632,663 100 (127,732) 505,031
---------- ------- ------- --------- -------
The accompanying notes are an integral part of the financial statements.
BIOSYNERGY, INC.
STATEMENTS OF CASH FLOWS
Unaudited
THREE MONTHS ENDED JULY 31,
---------------------------
1999 1998
----------- ------------
OPERATING ACTIVITIES:
Net Income (Loss) 17,797 33,384
Adjustments to Reconcile Net Cash Used for
Operating Activities:
Depreciation and Amortization 1,448 1,952
Changes in Operating Assets and Liabilities:
(Increase) Decrease in Accounts Receivable 296 2,727
(Increase) Decrease in Inventories ( 11,474) 981
(Increase) Decrease in Prepaid Expenses 4,998 ( 111)
Increase (Decrease) in Accounts Payable
and Accrued Expenses 559 ( 6,622)
--------- --------
Net Cash Provided (Used) by Operating
Activities 13,624 32,311
--------- --------
INVESTING ACTIVITIES:
Advances to Affiliated Companies (Note 3) - ( 7,162)
Short-Term Investment (Note 4) (250,000)
Retirement/Purchase of Equipment ( 1,101) -
Interest Receivable from Officer (Note 3) ( 202) -
Short-Term Investment Interest (Note 4) ( 2,611) -
--------- --------
Net Cash Provided by (Used In) Investing
Activities (253,914) ( 7,162)
FINANCING ACTIVITIES:
Net Cash Provided (Used) by Financing
Activities - -
Increase (Decrease) in Cash and Cash
Equivalents (240,290) 25,149
--------- --------
Cash and Cash Equivalents at Beginning
of Period 319,508 31,150
--------- --------
Cash and Cash Equivalents at End of Period 79,218 56,299
========= ========
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 using the FIFO
(first-in, first-out) method or market (using net realizable value).
Equipment and Leasehold Improvements - Equipment and leasehold improvements
are stated at cost. Depreciation is computed primarily on the straight-line
method over the estimated useful lives of the respective assets. Repairs and
maintenance are charged to expense as incurred; renewals and betterments
which
significantly extend the useful lives of existing equipment are capitalized.
Significant leasehold improvements are capitalized and amortized over the
term
of the lease.
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 the life of the
respective patent on the straight-line method.
2. Company Organization and Description:
Biosynergy, Inc. (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, 1999:
S T O C K O F A F F I L I A T E S
F.K. Suzuki
Biosynergy International Medlab
Stock Owner Inc. Inc. Inc.
- ----------- ---------- ------------- ------
F.K. Suzuki International, Inc. 32.6% - 100%
Fred K. Suzuki, Officer - 35.6% -
Lauane C. Addis, Officer .1% 32.7% -
James F. Schembri, Director 12.9% - -
Mary K. Friske, Officer .1% .2% -
Laurence C. Mead, Officer .1% 4.0% -
BIOSYNERGY, INC.
NOTES TO FINANCIAL STATEMENTS
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,
representing
19% of the outstanding common stock of the Company, in exchange for 1,058,181
shares of the common stock of Stevia Company, Inc. ("Stevia"), which was
approximately 4.4% of the then outstanding common stock of Stevia. The
common
stock of Stevia had no book value at the time of the exchange and, as a
consequence, the Company recorded the exchange at zero dollar value. On
April
16, 1999, Stevia was judicially dissolved and the remaining shares of Common
Stock of the Company held by Stevia (1,900,000 shares) were assigned to F.K.
Suzuki International, Inc. ("FKSI") for certain amounts payable by Stevia to
FKSI. The shares of Stevia Common Stock held by the Company are now
worthless.
Prior to the dissolution of Stevia, common offices, employees and certain
operating expenses were shared with Stevia. On April 16, 1999, inter-company
charges to Stevia for shares expenses aggregated $315,015. The Company
received 93% of this amount, or $290,918, as its share of the Stevia
dissolution proceeds, resulting in a loss of $24,097. Since April 16, 1999,
the ongoing common expenses previously shared with Stevia have been allocated
100% to the Company as reflected on the Company's financial statements.
The following balances were due from F.K. Suzuki International, Inc. at July
31, 1999:
April 30, 1999 - $18,574
July 31, 1999 - $18,574
The balances result from an allocation of common expenses offset by advances
received from time to time. At July 31, 1999, the financial condition of
F.K.
Suzuki International, Inc. is such that it is unlikely to be able to repay
Biosynergy during the next year without liquidating a portion of its assets.
On April 1, 1999, the Company loaned $8,000 to its President, Fred K. Suzuki,
as an accommodation to Mr. Suzuki. The loan is evidenced by an unsecured
Promissory Note payable on demand with 10% interest on the unpaid balance.
As
of July 31, 1999, the principal balance of this Note was $8,000, and accrued
but unpaid interest aggregated $268.
BIOSYNERGY, INC.
NOTES TO FINANCIAL STATEMENTS
4. Short-Term Investments:
The Company invested $250,000 of the proceeds received from the liquidation
of
Stevia described in Footnote 3 above in a 270-day Certificate of Deposit,
pending their use. The Company is not registered under the Investment
Company
Act of 1940 and therefore is limited to the types of investments which may be
made with such proceeds. Income earned on the Certificate of Deposit will be
used to augment operating expenses. The funds invested in the Certificate of
Deposit and the remaining proceeds received upon the liquidation of Stevia
have not been allocated or earmarked for any specific use.
5. Inventories:
Components of inventories are as follows:
April 30, 1999 July 31, 1999
-------------- -------------
Raw Materials $32,639 $37,001
Work-in process 6,634 12,820
Finished Goods 10,378 11,324
-------------- -------------
$49,671 $61,145
============== =============
6. Common Stock:
The Company's 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.
On November 12, 1998, the Company granted an option to its President, Fred K.
Suzuki, to purchase all or a portion of 3,000,000 shares of the Company's
common stock at a purchase price of $.025 per share. The option is subject
to
several contingencies including, but not limited to, shareholder approval.
As
of July 31, 1999, no portion of this option has been exercised.
7. Income or (Loss) Per Shares:
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. The weighted average number of common shares outstanding were
13,806,511 at July 31, 1999 and April 30, 1999. The effect of conversion of
stock options has not been presented as conversion would be anti-dilutive.
BIOSYNERGY, INC.
NOTES TO FINANCIAL STATEMENTS
8. Lease Commitments:
In 1996 the Company entered a lease agreement for its current facilities
which
expires January 31, 2001. The base rent under the lease escalates over the
life of the lease. Total rent payments for each fiscal year are as follows:
Year ending April 30 Total Base Rent
-------------------- ---------------
1996 11,000
1997 66,733
1998 68,200
1999 68,567
2000 69,300
2001 51,975
Also included in the lease agreement are escalation clauses for the lessor's
increases in property taxes and other operating expenses. The lease can be
extended for an additional five year term.
9. Income Taxes:
At April 30, 1999, net operating loss carryforwards were available and
expire,
if not used, as follows:
Year Ending Net Operating
April 30, Losses
----------- -------------
2000 455,166
2001 449,142
2002 132,470
2003 85,822
2004 41,176
2006 160
2007 28,253
----------
$1,192,189
==========
The Company has adopted Statement of Financial Accounting Standards (SFAS)
No.
109, "Accounting for Income Taxes" as required by SFAS No. 109. The effect,
if any, of adopting Statement No. 109 on pretax 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.
BIOSYNERGY, INC.
NOTES TO FINANCIAL STATEMENTS
10. Major Customers:
Shipments to one customer amounted to approximately 44% of sales during the
first quarter of Fiscal 2000. At July 31, 1999 there was an outstanding
account receivable from this customer of approximately $38,774.
11. Management's Plans:
Management of the Company recognizes the Company's ability to continue as a
going concern is subject to continuing sales performance and the ability of
the Company to raise money, when needed. To this extent, management has
endeavored to introduce the Company's products in new markets, expand its
marketing efforts in the traditional medical market and introduce new
products. Finally, management intends to continue pursuing financing
opportunities, if necessary.
12. 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, 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.
BIOSYNERGY, INC.
Item 2. MANAGEMENT ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
--------------------------------------------------------------------
SALES/REVENUES
- --------------
For the three month period ending July 31, 1999 ("1st Quarter"), the net
sales
decreased 9.79%, or $14,361, as compared to net sales for the comparative
quarter ending in 1998. This decrease in sales is the result of a decrease
in
sales of HemoTempR II as compared to the same quarter in 1998. As of July
31,
1999, the Company also had $8,527 in back orders.
In addition to the above, during the 1st Quarter the Company realized $2,813
of interest income as of the result of an investment of $250,000 in a 270-day
Certificate of Deposit and accrued interest due from Fred K. Suzuki,
President. See also "RELATED PARTY TRANSACTIONS" below. The Company also
had
$712 of other miscellaneous revenues primarily from leasing a portion of its
storage space to a third party.
INCOME/LOSS
- -----------
The Company realized a net profit of $17,797 during the 1st Quarter as
compared to a net profit of $33,384 for the comparative quarter of the prior
year. The decrease in net profit is primarily a result of lower sales
described above.
As of April 30, 1999, the Company has net operating losses carryovers
aggregating $1,192,189. As a result of net operating loss carryovers, no
income taxes were due for Fiscal 1999 and will unlikely be due for Fiscal
2000. 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 9 of the "FINANCIAL STATEMENTS."
BIOSYNERGY, INC
EXPENSES
- --------
GENERAL
-------
The operating expenses of the Company during the 1st Quarter increased
overall
by 3.41%, or $3,890, as compared to the 1st quarter in 1998, primarily due to
an increase in Research and Development expenses and other expenses
previously
allocated to Stevia Company, Inc. ("Stevia"). See Footnote 3 of the
Financial
Statements and "RELATED PARTY TRANSACTIONS" below.
COST OF SALES AND OTHER OPERATING CHARGES
-----------------------------------------
The cost of sales and other operating charges during the 1st Quarter
decreased
by $7,077 as compared to these expenses during the same quarter ending in
1998. As a percentage of sales, the cost of sales and other operating
charges
were 31.92% during the 1st Quarter and 33.62% for the comparative quarter
ending in 1998, which did not materially affect the results of operations of
the Company.
RESEARCH AND DEVELOPMENT
------------------------
Research and Development costs increased $8,127, or 87.15%, as compared to
the
same quarter in 1998. This increase is due to the Company's investigation of
certain compounds for use as bacteria growth retardant agents for use in food
and other products. These expenses include travel, laboratory supplies, and
legal and technical consulting expenses related to these compounds.
Historically, the Company's research and development activities were limited
to improvement of the current product line and development of products which
were natural extensions thereof. Recently the Company has been investigating
other products and accessories complimentary to its current product line and
entirely new technologies.
MARKETING
---------
Marketing costs for the 1st Quarter decreased by $1,306 or 8.46%, as compared
to the quarter ending July 31, 1998. This decrease is reflective of
non-reoccuring expenses incurred during the quarter ending July 31, 1998
rather than a decrease in current marketing expenses.
BIOSYNERGY, INC.
GENERAL AND ADMINISTRATIVE
--------------------------
General and administrative costs increased by $4,237, or 10.59%, as compared
to the 1st quarter ending in 1998. This increase was primarily the result of
an increase in salaries and rent which were previously allocated to Stevia.
See "RELATED PARTY TRANSACTIONS" below.
ASSETS/LIABILITIES
- ------------------
GENERAL
-------
Since April 30, 1999, the Company's assets and liabilities have not
materially
changed. The Company invested $250,000 of the proceeds received from Stevia
as
a result of its liquidation on April 16, 1999 in a 270-day Certificate of
Deposit. The increase in current assets, primarily cash and accounts
receivable, is due to normal fluctuations, and is not indicative of any trend
in the operations of the Company.
RELATED PARTY TRANSACTIONS
--------------------------
On April 16, 1999, Stevia was judicially dissolved. Prior to the dissolution
of Stevia, common offices, employees and certain operating expenses were
shared by the Company and Stevia. On April 16, 1999, inter-company charges
to
Stevia for shared expenses aggregated $315,015. The Stevia dissolution plan
called for each creditor to receive 93% of the amount owed in full
satisfaction of such amount. As a result, the Company received $290,918 as
its share of the Stevia dissolution proceeds. This resulted in a loss of
$24,097. The Company invested $250,000 of its share of the proceeds in a
270-day Certificate of Deposit.
The Company was owed $18,574.35 by F.K. Suzuki International, Inc. ("FKSI"),
an affiliate, at July 31, 1999. FKSI owed the same amount at April 30,
1999.
This account primarily represents common expenses which are charged by the
Company to FKSI for reimbursement. These expenses include certain office
expenses, general operating expenses and legal fees. See "Financial
Statements." These expenses are incurred in the ordinary course of
business.
Although management believes it is cost effective to share common expenses
with FKSI, the Company has reduced the amount of advances and common expenses
charged to FKSI until FKSI is in a position to reimburse the Company.
Collectability of the amounts due from FKSI cannot be assured without the
liquidation of all or a portion of its assets, and thus such receivable has
been classified as a non-current asset.
BIOSYNERGY, INC.
On November 12, 1998, 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 $.025 per share.
The option is subject to several contingencies, including, but not limited
to,
shareholder approval. Management believes the option has no value in excess
of the fair market value of the Company's common stock, however, there was no
independent analysis of this transaction. The option contains anti-dilutive
provisions in the event of corporate capital reorganizations. As of April
30,
1999, no portion of this option had been exercised.
On April 1, 1999, the Company loaned $8,000 to its President, Fred K.
Suzuki.
The loan is evidenced by an unsecured note payable on demand with 10%
interest
on the unpaid balance. The entire principal balance and accrued interest of
$268 remained unpaid at July 31, 1999. The Company made this loan as an
accommodation to Mr. Suzuki. There has not been an independent evaluation of
the value of this loan to Mr. Suzuki, however, it is believed by management
that the interest charged Mr. Suzuki on this loan approximates fair market
interest.
CURRENT ASSETS/CURRENT LIABILITY RATIO
- --------------------------------------
The ratio of current assets to current liabilities, 23.31 to 1, has improved
compared to 23.02 to 1 at April 30, 1999. Management believes it has
sufficient current assets for its operations during the ensuing year provided
there is no adverse material changes.
WORKING CAPITAL/LIQUIDITY
- -------------------------
During the 1st Quarter, the Company experienced an increase in working
capital
of $18,144. This is due to the continuing profitable operations of the
Company during the 1st Quarter.
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, as is customary
in the medical and laboratory markets, to carry inventory to meet the
delivery
requirements of customers and thus, inventory represents a substantial
portion
of the Company's current assets.
BIOSYNERGY, INC.
The Company presently grants payment terms to customers and dealers of 30
days. The Company will not accept returns of products from its dealers
except
for exchange, but does guarantee the quality of its products to the end user.
As of July 31, 1999, the Company had $482,911 of current assets available.
Of
this amount, $61,145 was inventory, $76,353 was net trade receivables, and
$329,218 was cash or short-term investments. Management of the Company
believes that it has sufficient working capital to continue operations for
the
fiscal year ending April 30, 2000 provided the Company's sales and ability to
collect accounts receivable are not adversely affected. In the event the
Company's sales decrease or the receivables of the Company are impaired for
any reason, it may be necessary to obtain additional financing to cover
working capital items and keep current trade accounts payable, of which there
can be no assurance.
Except for its operating working capital needs, the Company has no material
contingencies for which it must provide.
BIOSYNERGY, INC.
PART II - OTHER INFORMATION
---------------------------
Item 6. Exhibits and Reports on Form 8K.
--------------------------------
(a) 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
(a) Stock Option Agreement, dated November 12, 1998, between the
Company and Fred K. Suzuki (ii)
(b) Promissory Note dated April 1, 1999, payable to the Company by
Fred K. Suzuki (iii)
(11) Statement regarding computation of per share earnings- none.
(15) Letter dated September 7, 1999, regarding interim financial
information. (iv)
(18) Letter regarding change in accounting principals - 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.
(27) Financial Data Schedule - P. E-1
(b) No Current Reports on Form 8K were filed during the period covered by
this
Report.
- -----------------------------
(i) Incorporated by reference to a Registration Statement filed on Form
S-18 with the Securities and Exchange Commission, 1933 Act
Registration
Number 2-38015C, under the Securities Act of 1933, as amended, and
Incorporated by reference, with regard to Amended By-Laws, to the
Company's Annual Report on Form 10K for fiscal year ending April 30,
1986 filed with the Securities and Exchange Commission.
(ii) Incorporated by reference to the Company's Quarterly Report on Form
10Q for quarter ending January 31, 1999 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, 1999 filed with the Securities and
Exchange Commission.
(iv) This exhibit is included in this report as a part of the Financial
Statements, and is incorporated by reference herein.
>PAGE>
BIOSYNERGY, INC.
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 10, 1999 /s/ FRED K. SUZUKI /s/
------------------ ------------------------------------
Fred K. Suzuki
President, Chairman of the Board and
and Treasurer
Date September 10, 1999 /s/ LAURENCE C. MEAD /s/
------------------ ------------------------------------
Laurence C. Mead
Vice President/Manufacturing and
Development, and Chief Accounting
Officer
Date September 10, 1999 /s/ LAUANE C. ADDIS /s/
------------------ ------------------------------------
Lauane C. Addis
Secretary, Corporate Counsel and
Director
----------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10Q
Quarterly Report Pursuant to Section 13 or 15 (d)
of
THE SECURITIES AND EXCHANGE ACT OF 1934
For the period ending July 31, 1999
Commission File Number: 0-12459
BIOSYNERGY, INC.
---------------------------------------------------------
(Exact name of registrant as specified in charter)
1940 East Devon Avenue
Elk Grove Village, IL 60007
(847) 956-0471
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(Address and telephone number of registrant's principal
executive office on a principal place of business)
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EXHIBITS
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BIOSYNERGY, INC.
EXHIBIT INDEX
Page Number
Pursuant to
Sequential
Exhibit Numbering
Number Exhibit System
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27 Financial Data Schedule E-1