UNITED STATES
           SECURITIES AND EXCHANGE COMMISSION
                 Washington, D.C. 20549
                      FORM 10-KSB

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

           For the fiscal year ended 4/30/07
                                    -------
                          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.
(Name of small business issuer 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)

Issuer's telephone number:             (847) 956-0471

Securities registered under Section 12(b) of the Exchange Act:

Title of each class           Name of each exchange
                              on which registered

NONE                          NONE

Securities registered under section 12(g) of the Act:

Common Stock, No Par Value
(Title of class)

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act during
the preceding 12 months (or for such shorter period that the
issuer was required to file such reports), and (2) has been
subject to such filing requirements for
the past 90 days.  Yes[X]    No[ ]

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B contained herein, and no disclosure
will be contained, to the best of registrant's knowledge, in
definitive proxy or
information statements incorporated by reference in Part III of
this Form 10-KSB or any amendment to this Form 10-KSB [X]

State issuer's revenue for its most recent fiscal year:
$ 980,303 .
------------

The aggregate market value of the voting stock and non-voting
stock held by non-affiliates of the issuer on April 30, 2007
cannot be ascertained with any certainty because there is no
established trading market for the common stock of the Company.

The number of shares of common stock outstanding on April 30, 2007
was 14,935,511.

No documents have been incorporated by reference in this report
except for certain exhibits and schedules listed in Item 15.

Transitional Small Business Disclosure Format (check one):
yes [ ]     no [X]


                         Part I
                          ------

Item 1. Description of Business.
        ------------------------

General Development of Business.  Biosynergy, Inc. (the "Company")
was incorporated as an Illinois corporation on February 9, 1976.
The Company was formed primarily for the purpose of developing,
manufacturing, and marketing products utilizing cholesteric liquid
crystals.  The Company presently manufactures and markets
disposable medical, laboratory, and industrial thermometric and
thermographic cholesteric liquid crystal devices.  The Company
also distributes certain blood bank and laboratory
products manufactured by third parties to specifications of the
Company.

Although the Company did not enter into any agreements materially
affecting its operations during Fiscal 2007, the Company
experienced an increase in sales of $163,236.  The Company's sales
of $980,303 in Fiscal 2007 were the highest in its history.  The
Company realized an after income tax profit of $131,596 for the
fiscal year ending April 30, 2007 compared to a profit of $29,084
for Fiscal 2006 and a loss of $28,815 for Fiscal 2005.  See
"Management's Discussion and Analysis of Financial Condition and
Results of Operations."

The Company did not introduce any new products in Fiscal 2007.
The Company, however, continued its development and review of the
proposed products described in "Thermographic and Thermometric
Devices and Accessories" below.

The Company continued to introduce its products directly to
industrial customers during Fiscal 2007.  The Company did not make
any material sales to customers in the industrial markets.
Although the ultimate results of these activities are not known,
Management believes there is a need for its products and
technology in the industrial markets.

Except as stated above, there were no other significant contracts
or developments with regard to the Company's business during the
past fiscal year.

Financial Information About Industry Segments.  The Company
generated revenues from sales of the medical and laboratory
products listed below in the medical and laboratory industry
segment during the fiscal year ended April 30, 2007, 2006 and
2005.  For a description of these products, see "Narrative
Description of Business."

Below is a schedule which presents the sales for each product and
the percentage of the Company's total sales attributable to each
product for the fiscal years ending April 30, 2007, 2006 and 2005.

<TABLE>

               Fiscal Year Ending
                 April 30, 2007
               ------------------

Medical and Laboratory           Sales of          Percentage of
Products                         Products          Total Sales
------------------------       -------------      ---------------
<S>                            <C>                 <C>
HemoTempR II BMD               $901,955.00            92.0%
TempTrendR TI                    21,292.00             2.2%
HemoTempR BMD                    18,968.00             1.9%
HemoTempR II Activator           15,675.00             1.6%
Hemo-CoolTM JR II                15,500.00             1.6%
LabTempR 40 ST                    3,087.00              .3%
StaFreezR FTI                     1,507.00              .2%
TempTrendR II TTD                 1,166.00              .1%
LabTempR 20 ST                      713.00              .1%
Hemo-CoolTM JR + Accessories        440.00              .0%
                               ------------          --------
                               $980,303.00<F1>       100.0%
</TABLE>

<TABLE>
                  Fiscal Year Ending
                    April 30, 2006
                  -------------------

Medical and Laboratory           Sales of          Percentage of
Products                         Products          Total Sales
---------------------------   ---------------      -------------
<S>                            <C>                   <C>
HemoTempR II BMD                $733,566.00             89.7%
HemoTempR II Activator            25,290.00              3.1%
TempTrendR TI                     20,842.00              2.5%
HemoTempR BMD                     19,822.00              2.4%
Hemo-CoolTM Jr II                  9,075.50              1.1%
LabTempR 40 ST                     4,927.00               .6%
LabTempR 20 ST                     1,441.00               .2%
StaFreezR FTI                        976.00               .1%
TempTrendR II TTD                    776.00               .1%
LabTempR60 ST                        290.00               .1%
Hemo-CoolTM JR + Accessories          62.50               .1%
                               --------------          ------
                                $817,067.50<F1>        100.0%
</TABLE>

<TABLE>

                   Fiscal Year Ending
                     April 30, 2005
                 ----------------------

Medical and Laboratory           Sales of         Percentage of
Products                         Products          Total Sales
----------------------------  ---------------     ---------------
<S>                           <C>                   <C>
HemoTempR II BMD                $681,265.00              89.1%
TempTrendR TI                     32,142.00               4.2%
HemoTempR BMD                     19,252.00               2.5%
HemoTempR II Activator            16,845.00               2.2%
Hemo-CoolTM JR II +
   Accessories                     7,079.50                .9%
TempTrendR II TTD                  3,308.00                .5%
LabTempR 40 ST                     2,462.75                .3%
LabTempR 20 ST                     1,146.00                .2%
StaFreezR FTI                        867.00                .1%
                               -------------            ------
                                $764,367.25<F1>         100.0%
</TABLE>

----------------------------------
<F1> Includes discounts and returns.


See "Information About Foreign and Domestic Operations and Export
Sales".  See also "Selected Financial Data" and "Financial
Statements and Supplementary Data" for the operating profit and
loss and identifiable assets related to the Company's operations
in its industry segment.

Narrative Description of Business.  As described in "General
Development of Business", the Company is presently engaged in the
business of developing, manufacturing, and marketing disposable
thermometric and thermographic temperature indicators and
accessories, and distributing and marketing certain non-disposable
thermometric and blood transportation products for the medical,
laboratory and industrial markets.  The Company is also developing
bacteria growth retardant agents. Further information
about the business and proposed products of the Company are
described below.

Thermographic and Thermometric Devices and Other Products.
During the fiscal year ending April 30, 2007 the Company
manufactured and marketed various medical, laboratory, and
consumer thermometric and thermographic devices and accessories.
These products (described below) were sold to
hospitals, clinical end-users, laboratories, and product dealers.

1.  The HemoTempR Blood Monitoring Device ("BMD") is designed to
be a human blood bag temperature indicator.  Human blood must be
maintained, optimally, at 1-6 degrees C., and not allowed to exceed
10 degrees C.  Since human blood is always in short supply, it is
critical that blood be maintained within these specifications to
avoid loss.  HemoTempR BMD monitors the core temperature of a
blood bag from 1-12degrees C., and replaces
the impractical mercury thermometer susceptible to breakage.
HemoTempR BMD once attached to the blood bag is usable throughout
the life of the blood.

2.  HemoTempR II BMD is designed to warn blood bank personnel
whenever the internal temperature of the blood bag has exceeded
approximately 10-11o C. HemoTempR II BMD has an irreversible
indicator that is activated when the tag is applied to the
blood bag at approximately 4 degrees C.  After being activated,
the irreversible indicator remains blue colored for at least 72
hours unless the blood is warmed to a temperature of 10 degrees C.
or above, in which case the indicator loses its blue
color.  The irreversible indicator will not return to blue even if
the blood is subsequently recooled, indicating that the blood has
been warmed.  The reversible portion of the indicator reversibly
monitors temperatures from 1-9 degrees C.  HemoTempR II BMD
is non-reusable and must be replaced each time the blood bag is
returned to the blood bank and reissued.

3.  HemoTempR II Activator is an electronic, portable block model
heater developed to provide a reliable source of heat necessary to
activate the Company's  HemoTempR II BMD.  The HemoTempR II
Activator has a thermostatic control to permit precise setting and
continuous control of temperatures in the range for activation
of the Company's HemoTempR II BMD.  This device is intended by
the Company to be used with HemoTempR II BMD as a system for blood
monitoring.  This device is manufactured by another company to
specifications set by the Company.

4.  TempTrendR Temperature Indicator ("TI") is primarily used to
monitor the temperature of urine specimens collected for drug
testing to detect fraudulent urine specimens.  Most common forms
of drug testing require a urine specimen.  However, the test is
valid only if a legitimate urine specimen is collected which has
not been altered by the subject to mask a drug abuse problem.
In order to eliminate altered or fraudulent urine specimens
in tests on federal employees, federal government guidelines
require that urine temperature be measured within four minutes of
sample collection, and that the temperature be 90.5-98.9 degrees F.
Temperature measurements taken with TempTrendR  TI are simply a
matter of observing the color illuminated number and recording
the temperature.  TempTrendR TI also provides a non-invasive
method of monitoring the actual surface temperature trends of
any body surface where temperature measurement is
important, such as near joints in rheumatoid arthritis and to
assess blood circulation.

5.  TempTrendR II Temperature Trend Device ("TTD") is a second
generation temperature trend device which is correlated to
internal body temperature and provides a non-invasive, readily
visible means of monitoring changes in body temperature.
TempTrendR II TTD will reflect oral temperatures such as those
taken by glass thermometers.  TempTrendR II TTD is used
intraoperatively to warn of developing hyper or hypothermic
conditions.  The indicator can also be used for monitoring a
patient's temperature during any type of transfusion procedure.

6.  LabTempR 20, LabTempR 40 and LabTempR 60 Surface Temperature
Indicators ("STI") are designed to reversibly indicate the
temperature of laboratory materials which require specific storage
or use temperatures.  LabTempR 20 STI indicates temperatures
between 0-21 degrees C., LabTempR 40 STI monitors temperatures
between 19-21 and 24-41 degrees C., while LabTempR 60 STI measures
temperatures between 41-61 degrees C.  These thermometers
are designed to monitor the temperature and changes in temperature
of hundreds of laboratory chemicals and supplies which require
specific temperature conditions; however, these thermometers are
suitable for temperature measurement of any surface.

7.  StaFreezR Freeze-Thaw Indicator ("FTI") is a freeze-thaw
indicator which will irreversibly indicate whether frozen material
is warmed to greater than -20 degrees C.  Once the frozen product
exceeds -20 degrees C., the liquid crystal indicator will turn from
blue to gray to black, and refreezing the product at a lower
temperature will not bring back the original frozen state color.

8.   Hemo-CoolTM Jr. II Thermoelectric Blood Cooling/Storage
Systems ("TBCSS") are self-contained, portable blood storage and
shipping devices for use in shipping whole blood from the blood
bank to surgery, in the hospital setting, or to other destinations
outside the hospital.  The devices operate similar to a portable
refrigerator with a DC power supply, and are designed to maintain
a constant temperature suitable for human
blood.  The cooling devices are portable and can be used for
storage and shipping of various other biologicals that have to be
maintained at a constant refrigerated temperature.

9.   ThermolyzerTM Liquid Conductive Cooling/Heating Device is a
small product for providing continuous heating or cooling of
medical fluids which are administered to patients, particularly
for patients undergoing intravenous fluid administration during
surgery or post-operative recovery.  The device does not use
electricity for heating or cooling the medical fluids.
The heating or cooling is accomplished by conduction, which is
a process for transporting energy in a medium from one location
to another without the involvement of any visible movement.

10.  The Company also has the capability of manufacturing on an as
needed basis, specialty products include devices manufactured to
the specification and design of the customer, such as time/
temperature shipping labels for food products under the trade name
FoodGardeTM Time/Temperature Indicators and liquid crystal
thermometers for general purpose thermometry.  The Company is not
currently selling any such specialty products.

Products Under Development.  The Company is also developing these
other products.

1.  The Company is developing certain compounds intended for use
as bacteria growth retardant agents for use in food and other
products.  Although these antibacterial compounds are subject to
Food and Drug Administration regulation, they are historically
designated as Generally Recognized As Safe (GRAS).  Since there
are several unknown factors
regarding efficacy, supply and regulatory requirements, the
outcome of this project cannot be predicted with any certainty at
this time.

2.  The Company is also investigating production methods for the
bacteria growth retardant compound described in Paragraph 1 above.
In this regard, the Company has developed certain proprietary
technology related to the
processing of these compounds.  The Company has filed for one
patent related to the processing and manufacture of bacteria
growth compounds for use in food and other products and one patent
related to the use of such compounds (see "Patents and Trademarks").

3.  The Company intends to market new irreversible time/
temperature indicators which will be used as shipping labels, and
in other forms, for the frozen food packaging industry (under the
tradename FoodGardeTM), the pharmaceutical industry, and for other
industries requiring careful monitoring of refrigerated or frozen
materials.  The devices will have irreversible color changes at
various temperatures determined to be critical by the end-user.
Therefore, a purchaser, whether an individual consumer or a
merchant, will be able to instantaneously determine the
temperature history of the material.  These products will
generally be customized to meet the requirements of the customer.
There are currently no contracts for development, manufacture or
sale of any such irreversible
time/temperature indicators.

4.  The Company has recognized a need exists for a simple,
inexpensive indicator to determine if sensitive materials have
been subjected to freezing temperatures.  The Company is
continuing its investigation of the feasibility of such an
indicator.

5.  The Company is investigating the feasibility of additional
products to systematize the use of its thermometric and
thermographic liquid crystal
devices as well as alternative technologies to supplement its
current product line where the Company's current products are not
suitable.  The results of such investigations are not available at
this time.

Manufacturing.  The Company manufactures all of its products
except for the HemoTempR II Activator and Hemo-CoolTM Jr. II
TBCSS.  These products are manufactured for the Company by
unrelated companies on an as needed basis.  Raw materials for
the Company's other products are purchased, but all
manufacturing of these products is performed at the Company's
production facility.  All outside manufacturing is done to
specifications set by the Company.  There are no commitments
or firm agreements for outside manufacturers to provide products
for the Company, and the Company does not anticipate it will
enter into any such agreements in the foreseeable future.

The Company has thirty-one years of experience working with
various liquid crystal formulations, thermometric and
thermographic application methods and the effect of temperature
and other factors on degradable materials.
The Company maintains complete records of manufacturing and
quality assurance testing of all of its products in compliance
with Food and Drug Administration ("FDA") regulations.  All
products are manufactured according to "good manufacturing
practices" ("GMP") for medical devices.

Marketing and Distribution.  The Company has traditionally
targeted the medical and laboratory markets.  While novel
products, such as the Company's products, enjoy the advantage of
no initial competition, they also initially lack a demonstrated
market and acceptance.  Furthermore, cost savings programs and
awareness have slowed down the introduction of new products,
particularly in the medical market.  As a result, the time
required to achieve acceptance of the Company's medical products is
significantly increased, in Management's opinion.

The Company has historically relied on its own sales and
distribution efforts, rather than the use of the traditional
product distributors, for a large portion of its sales.
Nevertheless, the Company's primary distributor in the United
States medical market, Fisher Scientific Company ("Fisher"),
and the Company's other product distributors
have increased their sales of the Company's products throughout
the United States over the past few years.  During Fiscal 2007,
Fisher accounted for 40.13% of the Company's sales.

Cardinal Health, Inc. ("Cardinal") accounted for 12.51% of Company
sales during Fiscal 2007.  Cardinal is a leading provider and
distributor of products and services supporting the healthcare
industry.  Cardinal is headquartered in Dublin, Ohio, employs
more than 49,000 on five continents, and has annual revenues of
more than $40 Billion.  Management believes distributors will
continue to be an important part of the Company's sales and
distribution system in the future.

The Company continues to negotiate with various medical and
laboratory product companies for the distribution of its products
under private labels and to introduce its products in the
industrial, pharmaceutical and laboratory markets, the success of
which cannot be assured.  The Company is attempting to introduce
new products to supplement its current product line.  The Company
is also researching products outside the traditional medical and
laboratory markets, the results of which cannot be predicted
at this time.

At the present time, two employees are engaged on a part-time
basis in marketing the Company's products.  The Company does not
have an outside sales force.  Since the Company markets its
products to approximately 7,000 hospitals in the United States,
hundreds of laboratories and industrial end-users in the United
States, and thousands of hospitals and laboratories in foreign
countries, it will continue to rely upon the
marketing efforts of independent dealers and sales representatives
for the medical and laboratory markets.  The Company directly
markets and sells to industrial customers.

The Company is unaware of its current market share for its medical
and laboratory products.

Sources and Availability of Raw Materials.  In general, the
Company believes its sources and availability of raw materials and
finished products to be satisfactory.  Presently, there are a
limited number of domestic manufacturers of liquid crystal
chemicals.  Although it is expected that these domestic manufacturers
will continue to supply the raw liquid crystals needed for the
production of the Company's products, which cannot be assured, if
industrial quantities of raw liquid crystals are
unavailable from domestic sources, the Company will need to import
these materials from foreign suppliers, or, as an alternative,
manufacture such materials itself.  Other materials and products
are currently available from a variety of suppliers.

Patents and Trademarks.  The Company was previously granted or
assigned five United States and four foreign patents relating to
liquid crystal technology.  All of these patents have expired.
Although these patents are no longer in effect, management
does not believe this will have an adverse material impact
on the Company's operations, revenues or properties.

The Company has filed three patents which are pending related to
its products and products under development.  One patent
application, "Liquid Conductive Cooling/Heating Device and Method
of Use", application number 10/298,800, relating to the Company's
thermolyzer, was filed on November 18, 2002.  On April 26, 2007,
a Notice of Allowance for this application was received by the
U.S. Patent and Trademark Office.  Once the issue fee is paid,
the patent application will issue into a patent in approximately
four months.  The patent will expire on June 6, 2024.

Another patent entitled "Method of Producing Eggshell Powder," was
filed on May 20, 2005 replacing provisional patent application
number 60/474,175 filed May 29, 2003 and provisional patent number
60/575,336 filed May 27, 2004.  The other patent, "Eggshell
Antimicrobial Agent and Method of Use", was filed April 18, 2005
replacing provisional patent application number 60/638,548 filed
December 22, 2004.  The subject of this patent is the Company's
bacteria growth retardant under development.  These patent
applications are pending review by the U.S. Patent and Trademark
office.  See "Products Under Development."  The Company will also
seek to obtain patents on other products currently being
developed, as appropriate.

The Company has received registered trademark protection on all
product names to date excepting Temp-D-TekTM, Tempa-SlideTM,
FoodGardeTM,  LaproVueTM and Hemo-CoolTM.  The Company has
retained, however, all the common law rights to the Temp-D-TekTM,
Tempa-SlideTM, FoodGardeTM, LaproVueTM, and Hemo-CoolTM trademarks.
Additional trademark registrations will be applied for as needed.

Although patent and trademark protection is important, the Company
believes no material adverse effects to the Company's operations
will result in the event additional patents and/or trademarks are
not obtained, or, if obtained, such patents and/or trademarks are
held to be invalid.  Certain processes and chemical formulas will
be maintained only as trade secrets.  Management feels that it
will be difficult for potential competition to analyze or
reproduce the secret processes and formulas without substantial
expenditure of capital and resources.

Seasonable Aspect of Business.  The business of the Company is not
seasonal.

Working Capital Items.  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.

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 April 30, 2007, the Company had $592,313 of current assets
available.  Of this amount, $56,538 was inventory, $124,540 was
net trade receivables, and $387,100 represented cash and short-
term cash investments.

Management of the Company believes that it has sufficient working
capital to continue operations for the fiscal year ending April
30, 2008 provided the Company's sales and ability to collect
accounts receivable are not
adversely affected.  In the event the Company's sales decrease,
the receivables of the Company are impaired for any reason, or the
Company needs additional capital for its development projects, 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.  See "Management's Discussion and
Analysis of Financial Condition and Results of Operations."

Major Customers.  Fisher, the Company's primary independent
product distributor, was directly responsible for 40.13% of the
Company's net sales during the fiscal year ending April 30, 2007.
Cardinal Health, Inc., the Company's other primary distirubted,
accounted for 12.51% of the Company's net sales during the fiscal
year ending April 30, 2007.  At April 30, 2007, Fisher owed the
Company $64,365 and Cardinal owed $18,905.  No other customers
accounted for 10% or more of the Company's net sales during
Fiscal 2007.  Management believes the loss of these distributors
would materially reduce the revenues of the Company until the
Company could retain the services of other major product
distributors or the end users serviced by Fisher and Cardinal
began ordering directly from the Company.

Backlogs.  The Company had no backorders at April 30, 2007
compared to $37,450 at April 30, 2006.

Government Contracts.  The Company does not have a material
portion of its business that may be subject to renegotiation of
profits or termination of contracts or subcontracts at the
election of any government entity.

Competition.  The Company has no known commercial competitors of
its blood monitoring devices using liquid crystal technology.
Because of the Company's employment agreements with former
employees and processing trade secrets, it does not anticipate
competition in this area in the near future.

In the area of laboratory temperature monitoring, one known
competitor, Omega Engineering, Inc., supplies RLC reversible and
TL irreversible temperature indicators.  In the area of a food or
drink safety indicator, there is no competition known to the
Company that utilizes liquid crystal technology.  The Company
believes that the frozen food industry presently uses primarily
physical and organoleptic evaluation (e.g. evaluation of softness,
texture, aroma, taste, and the like), as well as mercury
thermometers and temperature sensitive inks to monitor freshness.
Labels containing wax encapsulated dyes with specific low melting
points and capillary action products are produced by companies
such as 3M under the trade name MonitorMarkTM, Technical
Industrial Products ("TIP") under the trade name ThermaxR, and
Medical Indicators, Inc. under the trade name NexTempR, and
IntroTech under the trade names WarmMarkR and ColdMarkR, among
others.

The Company's HEMOTEMPR II BMD (blood bag temperature monitor)
competes in the medical market against Safe-T-VueTM (William
Laboratories, Inc.), MonitorMarkTM (3M) and WarmMarkTM
(DeltaTrak).  Management of the Company
believes that the William Laboratories and 3M products are
technically inferior to HEMOTEMPR II BMD in that they provide only
an irreversible monitor with nothing to warn the user that blood
is approaching an unsafe
temperature.  In addition, the William Laboratories product must
be refrigerated prior to use, and, because of their design, both
products can readily be dislodged from the blood bag.  There are
no known commercial competitors of the Company's HemoTempR II
Activator or Hemo-CoolTM JR II
Blood Cooling/Storage Systems.  Other manufacturers and
distributors of portable coolers are not marketing their products
for use in storing and transporting blood.  Most portable coolers
utilize ice for cooling, where
the Company's Hemo-CoolTM JR II Blood Cooling/Storage Systems use
an electric cooling system.  Management of the Company believes
its product provides a superior and more reliable method of
keeping blood and other biologicals at desired cold temperatures.

The Company's TempTrendR II competes in the medical market against
Tempa-Dot (3M), CliniTempR and FeverScanR (Hallcrest, Inc.), and
TraxItR (Medical Indicators, Inc.), and FeverScan (Robinson
Healthcare), with others.
Tempa-Dot is a wax impregnated strip of paper inserted into the
mouth to monitor core temperature.  Although it is reported to
cost less than TempTrendR II thermometers, it has the disadvantage
of just a single reading, invasive methodology, and it cannot be
used to monitor temperature trends.  The Company's TempTrendR
competes in the drug testing market, specifically for urine
samples, with TIP's ThermaxR and others.

Other companies, such as Eurand American, are only involved in the
manufacture of liquid crystal raw materials and do not directly
compete with the Company for sale of medical, industrial or
consumer products.  Mercury and electronic thermometers are used
in several competitive applications.  They are generally more
costly, non-disposable or not
usable in most applications where liquid crystal thermometry and
temperature indicators are utilized.

Research and Development.  During Fiscal 2007, 2006 and 2005, the
Company spent $92,237, $82,576 and $110,600, respectively, on
Company-sponsored research and development activities.  All
expenditures for research and
development are expensed currently with the exception of
significant equipment and set-up charges which are capitalized and
depreciated or amortized over their estimated useful life.

The Company is conducting research and development of products
discussed under "Products Under Development."  In this regard, the
Company may require financing to complete the development of these
products.  The success of the Company in obtaining financing for
research and development
may largely determine whether the Company will be able to continue
the research and development for such products.  Management
believes the Company has sufficient working capital for
anticipated research and development for the ensuing year.

Government Regulations.  The Company does not currently plan to
market diagnostic or therapeutic products which are subject to
stringent United States Food and Drug Administration (FDA) review
and pre-market approval
in the near future, although some of the products under review,
such as the bacteria growth retarding compound, may require pre-
clearance by the FDA or other government agencies.  Present
medical products of the Company
are classified by the FDA as Class I or Class II.  These are
subject only to general regulations requiring that manufacturers
adhere to certain guidelines to provide reasonable assurance of
utility, safety, and
effectiveness.  These guidelines include labeling requirements,
registration with the FDA as a manufacturer, listing of devices in
commercial distribution with the FDA, notification to FDA of
devices proposed to be marketed, conformance to specified current
good manufacturing practices in the manufacture of the devices,
conformance to
certain record-keeping requirements, and, in the case of Class II
devices, conformance to certain performance standards.  At the
present time, the Company believes that it is in compliance with
regulations set forth by
the FDA.

Information About Foreign and Domestic Operations and Export
Sales.  The Company had export sales of $15,545 during the last
fiscal year, and export sales of $25,755 and $17,664 during the
fiscal years ending in 2006 and 2005, respectively.  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.

The Company does not rely on any foreign operations other than its
dealers and marketing representatives in their respective
marketing areas.  See "Marketing and Distribution."  It is not
anticipated export sales will be
material to operating revenues or income of the Company.  Foreign
sales are contingent upon, among other factors, foreign trade
regulations, value of the United States Dollar and, where
required, government approval of
the Company's products including CE Marketing requirements.

Environmental Protection Expenditures.  The Company's operations
are not subject to any federal, state or local laws regulating the
discharge of materials into the environment which materially
affect earnings or the competitive position of the Company, although
the Company is subject to such laws.  There were no material capital
expenditures made during the last fiscal year to comply with such
laws, nor are any such expenditures anticipated for Fiscal 2008.

Employees.  The Company presently has four full-time employees
comprised of the President (who also presently serves as the
Director of Marketing and Technical Operations), and three Vice
Presidents.  The Company also has two part-time employees in the
production department.

Reports to Shareholders.  The Company is not required to deliver
annual reports to its shareholders.  Historically, the Company has
not delivered annual reports to its shareholders and does not
intend to do so this year.
However, all written material filed with the Securities and
Exchange Commission may be read and copied at the Securities and
Exchange Commission's Public Reference Room at 450  5th Street,
N.W., Washington, D.C. 20549.  Such information may also be
obtained from the Public
Reference Room by calling 1-800-SEC-0330 or by visiting the
Securities and Exchange Commission's internet site at www.sec.gov.
You may obtain copies of this annual report and other reports
filed with the Securities and
Exchange Commission by contacting the Company at 1940 East Devon
Avenue, Elk Grove Village, Illinois 60007, telephone number 847-
956-0471.

Item 2. Description of Property.
        ------------------------

The Company's production facilities, research facilities, and
administrative offices are located at 1940 East Devon, Elk Grove
Village, Illinois 60007, in a 10,400 square foot facility leased
from an unaffiliated third party.  The lease for these facilities
expires on January 31, 2011.

A majority of the Company's Elk Grove Village facility is
currently in use; however, Management believes this facility is
adequate for its needs in the foreseeable future.  Located at the
Company's facility is equipment
utilized for research, development, and manufacturing of the
Company's products.

The Company does not as a matter of policy invest in any
derivative financial instruments or any other instruments as
securities which are subject to market fluctuations which could
adversely affect the financial condition or operations of the
Company.  The Company does not invest in
real estate, mortgages or in entities owing or investing in real
estate.

Item 3. Legal Proceedings
        -----------------

There is no material litigation threatened or pending against the
Company or any of its properties.

Item 4. Submission of Matters to a Vote of Security
        Holders.
        -------------------------------------------

None.

                       PART II
                       -------

Item 5. Market for Common Equity and Related Shareholder
        Matters.
        ------------------------------------------------

Market Information.  Although the common stock of the Company is
traded in the over-the-counter market, there is no established
public trading market due to limited and sporadic trades.
Information regarding these trades is
compiled by the Stock Section of the National Daily Quotation
Service ("Pink Sheets") and selected broker-dealers trading such
common stock.

Holders.  As of April 30, 2007, there were approximately 858
shareholders of record of the Company's common stock.

Dividends.  The Company has never declared any dividends and does
not intend to do so until such time as the Company sustains a
profitable status and has provided for all of its capital
requirements.

Common Stock for Issuance Under Equity Compensation Plans.  The
Company entered into a Stock Option Agreement with Fred K. Suzuki,
President and Chief Executive Officer of the Company which exired
November 12, 2006.  See "Item 10. Executive Compensation."  The
following table sets forth the aggregate number of shares subject
to this option, the weighted average exercise price and the number
of additional shares remaining for future issuance:

<TABLE>

Plan Category              Number of Shares to      Weighted average    Number of shares
                           be issued upon exercise  exercise price of   remaining available
                           of outstanding options,  outstanding options for future issuance
                           warrants and rights      warrants and rights
-------------------------  -----------------------  ------------------- --------------------
<S>                        <C>                      <C>                 <C>
                                 (a)                      (b)                   (c)
Equity compensation plans        None                    None                   None
  apporved by security
  holders

Equity compensation plans      2,591,000                 $.025                  None
  not approved by
  security holders<F1>

Total                          2,591,000                 $.025                  None

</TABLE>


<F1>  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, stockholder
approval.  On May 9, 2001, this option was
exercised to the extent of 269,000 shares resulting in additional
paid-in-capital of $6,725.  This option was to expire on November
12, 2001; however, upon the expiration
date, the Company extended the option to Mr. Suzuki to purchase
all or a portion of the remaining 2,731,000 shares.  On September
30, 2002, the extended option was exercised to the extent of
140,000 shares resulting in additional paid-in capital of $3,500.
Effective November 12, 2004, the Company further extended the
option to Mr. Suzuki to purchase all or a portion of the remaining
2,591,000 shares to November 12, 2006.  On November 11, 2006, this
option was exercised to the extent of 720,000 shares resulting in
additional paid-in-capital of $18,000.  The option to purchase the
remaining shares
expired on November 12, 2006.


Item 6.  Management's Discussion and Analysis of Financial
             Condition and Results of Operations.
         ------------------------------------------------

Net Sales.  Net sales for the fiscal year ending April 30, 2007
were $163,236, or 19.98%, higher than the previous fiscal year,
and $215,936, or 28.25%, higher than the fiscal year ending in
2005.  The increase in sales during Fiscal 2007 was primarily due
to increased sales of the
Company's HemoTempR II blood temperature indicators.  The Company
experienced an increase of $168,390, or 22.96%, in sales of its
HemoTempR II product in Fiscal 2007 as compared to Fiscal 2006,
and an increase of $220,690 or 32.4% as compared to Fiscal 2005.
The increase in net sales is a result of price increases as well
as an increase in unit sales volume during Fiscal 2007.

Other Revenues.  Interest income for Fiscal 2007 was $2,225 more
than fiscal 2006 due to an increase in the interest rate paid on
investments of available cash and the investment of additional
available cash during the
fiscal year ending April 30, 2007.  Available cash of $100,000 was
initially invested in a certificate of deposit dated July 29, 2005
with a maturity date of January 25, 2006.  On January 25, 2006,
the Company reinvested in a certificate of deposit with a new
maturity date of July
24, 2006.  On July 24, 2006 the Company reinvested in a
certificate of deposit with a maturity date of January 20, 2007.
In January 2007, the Company reinvested $100,000 in a 180-day
certificate of deposit at an interest rate of 5.175%.  The
maturity date is July 19, 2007.  The Company
invested in an additional $100,000 certificate of deposit on March
7, 2007 for 180 days at an interest rate of 5.15%.  The maturity
date is October 7, 2007.  The Company also realized $1,932 in
miscellaneous income from subleasing a portion of the Company's
storage space.

Costs and Expenses.  Overall operating costs and expenses for the
fiscal year ending April 30, 2007 increased by $24,891 compared to
the fiscal year ending in 2006, and decreased by $2,010 compared
to the fiscal year
ending in 2005.  The increase in operating costs and expenses for
Fiscal 2007 was generally related to increased legal and employee
expenses.  With the exception of the above expenses, the overhead
of the Company has remained substantially constant.  In order for
the Company to continue without materially altering its present
operations, the overall operating costs and expenses for the
ensuing fiscal year are expected to be similar
to or slightly higher than those of the last fiscal year.

Cost of Sales.  As a percentage of net sales, the cost of sales
was 29.90% for the fiscal year ending April 30, 2007, 33.97% for
the fiscal year ending in 2006 and 33.18% for the fiscal year
ending in 2005.  The Company expects that the cost of sales as a
percentage of net sales will remain
relatively stable over the next fiscal year in the absence of a
material change in sales or increase in cost of raw materials.

Research and Development Expenses.  Research and development
expenses increased during the fiscal year ending in 2007 by $9,661
or 11.70%, as compared to the fiscal year ending in 2006, and
decreased by $18,363, or
16.61%, as compared to the fiscal year ending in 2005.  The
overall increase from Fiscal 2006 is due to increases in employee
costs, supplies and periodicals.  The Company is investigating
several new products including certain compounds for use in food
and other products as
antibacterial agents and research intended to improve the
Company's current product line.  These development expenses have
remained substantially constant for the past two years.  There is
insufficient information available to determine the extent to
which the Company will be
required to allocate its resources to the continued development of
these products.  See "Narrative Description of Business -
Thermographic and Thermometric Devices and Accessories."

Marketing Expenses.  The Company's marketing expenses were
$114,066 in 2007 and $105,314 in 2006, as compared to $95,812 for
the fiscal year ending in 2005.  The increase for Fiscal 2007 was
primarily due to increased labor costs and insurance. The Company
will continue to increase
its marketing activities as resources became available which
management believes is necessary to continue the Company's growth.

General and Administrative Expenses.  The Company's general and
administrative costs increased by $6,478 as compared to the 2006
fiscal year, and decreased by $1,901 as compared to the fiscal
year ending in 2005.  The increase was primarily the result of
increases in legal fees,
salaries and royalties, and the payment of directors fees.  Except
for unforeseen extraordinary items and normal increases in
employee compensation, it is unlikely general and administrative
expenses will materially change during Fiscal 2008.

Net Income/Loss.  The Company experienced a net profit after
income taxes of $131,596 for Fiscal 2007 as compared to a net
profit of $29,084 for Fiscal 2006 and a net loss of $22,815 for
Fiscal 2005.  The increase in profitability of the Company is due
to increased revenues during Fiscal
2007.  See "Net Sales" above.

Income Taxes.  For the first time in its history, the Company will
be required to pay income taxes.  Until Fiscal 2007, the Company
was either not profitable or had operating loss carryforwards to
offset any taxable income.  The Company used all of its net
operating loss carryforwards to reduce the income taxes for
Fiscal 2007.

Assets.  Since April 30, 2006, the Company's assets have increased
by $175,638.  This is primarily due to increased cash resulting
from the Company's profit position. Other changes in specific
items do not reflect transactions outside the ordinary course of
business.  See also "Related
Party Transactions" below.

Related Party Transactions.  Effective November 12, 2004, the
Company extended the stock option agreement with Fred K. Suzuki,
President, originally granted November 12, 1998, for a two year
period.  The extension provides Mr. Suzuki an option to purchase
2,591,000 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.  On November 11, 2006, this option was
exercised to the extent of 720,000 shares resulting in additional
paid-in-capital of $18,000.  The option to purchase the remaining
shares expired on November 12, 2006.  See "Executive Compensation"

The Company purchased a new 2007 Honda Accord for $32,097.  During
the fiscal year ending April 30, 2007, the Company sold its 2002
Honda Accord automobile to Mr. Suzuki for $11,000.  Mr. Suzuki
transferred a 1992 Cadillac automobile to the Company as part of
the purchase price for the 2002 Honda Accord.  The Company used
the 1992 Cadillac as a trade-in on a new 2007 Honda Accord.
The values of the 2002 Honda Accord sold to Mr. Suzuki and the
1992 Cadillac transferred by Mr. Suzuki to the Company were
determined by a third party independent automobile dealer.

The Company was owed $19,699 by F.K. Suzuki International, Inc.
("FKSI"), an affiliate, at April 30, 2007 and $24,136 at April 30,
2006.  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 incurred in the ordinary course of business.  See
"Financial Statements."  No interest is received or accrued by
the Company.  Collectibility of the amounts due
from FKSI cannot 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, $19,699 of the amount owed by FKSI to
the Company was reclassified as a reduction of FKSI's capital in
the Company effective April 30, 2006.  The remaining $4,437 was
repaid by FKSI during Fiscal 2007.

Liabilities.  The Company's overall liabilities have increased by
$26,042 since April 30, 2006.  This increase represents provisions
for Income Taxes and ordinary fluctuations in operations and does
not represent any
material change in the financial status or operations of the
Company.  See also "Assets" and "Liquidity and Capital Resources."

Current Assets/Liabilities Ratio.  The ratio of current assets to
current liabilities, 6.77 to 1, has decreased from 7.38 to 1 at
April 30, 2006. The decrease in ratio of current assets to current
liabilities does not represent a material change in the financial
condition or operations of
the Company, although it is reflective of an increase in current
payables primarily related to income taxes due for Fiscal 2007.
In order to maintain the Company's asset/liability ratio, the
Company's operations must remain profitable.

Liquidity and Capital Resources.  During the fiscal year ending
April 30, 2007, the Company had an increase in net working capital
of $112,715.  The increase in net working capital is primarily due
to the Company's realizing a profit in Fiscal 2007.

The Company has attempted to conserve working capital whenever
possible.  To this end, the Company attempts to keep inventory at
a 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 inventory 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 of 30 days.  Although the Company experiences varying
collection periods of its account receivable, the Company believes
that uncollectible accounts receivable will not have a significant
effect on future liquidity.

Cash provided by operating activities was $175,567 during Fiscal
2007.  Cash provided by operating activities was $57,841 during
Fiscal 2006 and cash used by operating activities was $27,158
during Fiscal 2005.  An
aggregate of $137,728 was also used for the purchase of short-term
investments, equipment purchases, capitalized patent costs and
advances to affiliated companies during Fiscal 2007.  Except for
operating capital, limited equipment purchases and patent
expenses, Management is not aware of any other material capital
requirements or material contingencies for which it must provide.

As of April 30, 2007, the Company had $592,313 of current assets
available.  Of this amount, $21,911 was prepaid expenses, $56,538
was inventory, $124,540 was net trade receivables, and $387,100
was cash and cash equivalents.  The Company's cash flow from
operations are considered
adequate to fund the short-term operating capital needs of the
Company.  However, 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
operating capital needs of the Company if the Company does not
return to profitability.

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

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

The Company's accounting policies are disclosed in Note 2 to the
Financial Statements for the year ending April 30, 2007.  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 principals 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 accounts
receivable.

Stock Options - Effective May 1, 2006, the Company adopted the
provisions of Statement of Financial Accounting Standards No.
123(R), "Share-based Payment" (SFAS 123R) whereby stock option
expense is calculated at fair
value using Black-Scholes Valuation model and amortized on an even
basis (net of estimated forfeitures) over the requisite service
period. The Company previously accounted for its stock option
awards to employees under the intrinsic value based method of
accounting prescribed by
Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued Employees".  Under the intrinsic value method, compensation
cost is the excess, if any, of the quoted market price of the
stock at grant date or other measurement date over the amount an
employee must pay to acquire the stock.   The Company made pro
forma disclosures of net income and earnings per share as if the
fair value based method of accounting had been applied as required
by Statement of Financial Accounting Standards No. 123 (SFAS
123R),  "Accounting for Stock-Based Compensation" by using the
Black-Scholes option-pricing model. The Company has never granted
options below market price on the date of grant.

Fair Value of Assets, Liabilities and Expenditures - In September
2006, the FASB issued SFAS No. 157, "Fair Value Measurements."
SFAS No. 157 defines fair value, establishes a framework for
measuring fair value and
expands disclosures about fair value measurements.  SFAS No. 157
also establishes a fair value hierarchy that prioritizes
information used in developing assumptions when pricing an asset
or liability.  SFAS No. 157
will be effective for the Company beginning in fiscal year 2008.
The Company is assessing the potential impact that the adoption of
SFAS No. 157 will have on its financial condition or results of
operations.

Income Taxes - In June 2006, the FASB issued FASB Interpretation
No. 48, "Accounting for Uncertainty in Income Taxes."  The
Interpretation provides clarification related to accounting for
uncertainty in income taxes
recognized in an enterprise's financial statements in accordance
with FASB Statement No. 109, "Accounting for Income Taxes."  This
Interpretation is effective for fiscal 2007.  Adoption of FASB
Interpretation No. 48 did not
have a material impact on the Company's financial position,
results of operations and cash flows.

Accounting for Sales and Other Taxes - In June 2006, the Emerging
Issues Task Force (EITF) issued Issue No. 06-3, "How Taxes
Collected from Customers and Remitted to Governmental Authorities
Should Be Presented in
the Income Statement  (That is, Gross versus Net Presentation)"
("EITF 06-3").  EITF 06-3 is effective for Fiscal 2008.  The
adoption of EITF 06-3
will have an immaterial impact on our financial position, results
of operations and cash flows.

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 including level of
reimbursement by insurance companies and medicare and medicaid
agencies, and 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 the Company's
independent public accountants.

Item 7.  Financial Statements.
         ---------------------

The financial statements required by this item is filed as a part
of this report as described in Item 13.

Item 7A.  Quantitative and Qualitative Disclosures About
          Market Risk
          ---------------------------------------------

The Company has not entered into any transactions using derivative
financial instruments, nor has the Company invested in any
instruments or securities which are subject to market fluctuations
which could adversely affect the financial condition or operations
of the Company.

Item 8.  Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure.
         ------------------------------------------------

The Company retained the services of Blackman Kallick Bartelstein,
LLP to audit the Company's annual Financial Statements as of April
30, 2007, 2006 and 2005, and to review the Company's quarterly
statements.  No
accountants of the Company were dismissed or resigned during the
past two years.  There have been no disagreements with the
Company's accountants
regarding accounting matters or financial disclosure.

Item 8A.  Controls and Procedures.
          ------------------------

(a)     The management of the Company has prepared and is
responsible for the integrity of the information presented in this
Annual Report for the period ending April 30, 2007, including the
Company's financial statements.  These statements have been
prepared in conformity with
generally accepted accounting principals and include, where
necessary, informed estimates and judgments by management.

(b)     The Company has an Audit Committee that meets periodically
with management to review the manner in which they are performing
their responsibilities and to discuss auditing, internal
accounting controls and financial reporting matters.  Furthermore,
within the 90 days prior to the date of filing this Form 10-KSB,
the Company carried out an evaluation, under the supervision and
with the participation of the Company's management, including the
Company's Chief Executive Officer and the Company's Chief
Accounting Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures
pursuant to Exchange Act Rule 13a-14.  Based upon that evaluation,
the Company's Chief Executive Officer along with the Company's
Chief Accounting Officer
concluded that the Company's disclosure controls and procedures
are effective in timely alerting them to material information
related to the Company required to be included in the Company's
periodic SEC filings.

(c)    The Company maintains systems of accounting and internal
controls, policies and procedures designed to provide assurance
that assets are property accounted for, as well as to ensure that
the financial records are reliable for preparing financial
statements.  The systems are augmented by qualified personnel and
are reviewed on a periodic basis.  There have been no significant
changes in the Company's internal controls or in other factors
that could significantly affect internal controls subsequent to
the date the Company carried out its evaluation.


Item 8B.   Other Information.
           ------------------

No information was required to be disclosed by the Company on Form
8-K during the fourth quarter of the year covered by this Annual
Report.


                       Part III
                       --------

The information contained in items 10, 11, 12, and 13 is the same
information to be included in the Registrant's definitive proxy
statement, if any, to be filed with the Commission, and is
included herein for convenience only.

Item 9.  Directors and Executive Officers of the
         Registrant.
         ----------------------------------------

The executive officers and directors of the Company are:

<TABLE>


Name              Age  Position with Company        Servied in Office Since
---------------- ----  ---------------------------  ------------------------
<S>              <C>   <C>                          <C>
Fred K. Suzuki    77    President, Chief Executive    February, 1976 <F1>
                        Officer, Treasurer,
                        Director of Research and
                        Development, Director of
                        Marketing and Sales, and
                        Chairman of the Board of
                        Directors

Mary K. Friske    47    Vice President -              September, 1993
                        Administration,
                        Manager of Sales

Laurence Mead     45    Vice President -              April, 1994
                        Manufacturing, Chief
                        Operating Officer,
                        Chief Accounting Officer,
                        Manager of Financial
                        and Product Development

Beverly R. Suzuki 72    Vice President - Customer     June, 2005
                        Support

Lauane C. Addis   51    Corporate Counsel,            February, 1984
                        Secretary and                 December, 1985
                        Director                      February, 1987

James F. Schembri 72    Director                      November, 1990

</TABLE>
------------------------------
<F1> Mr. Suzuki did not serve as President from August 1982 through
February 1983.  Prior to October, 1984, Mr. Suzuki served as
Treasurer of the Company, and was once again
appointed Treasurer on June 30, 1991.

As an incentive for his investment in the Company, the Board of
Directors agreed to nominate James F. Schembri as a candidate for
election to the Board of Directors of the Company.  Other than the
foregoing, there are no arrangements or understandings between any
of the directors or officers of the Company and any other person
pursuant to which any director or officer was or is to be selected
as a director or officer.

The term of office for the members of the Board of Directors
extends to the next regular meeting of shareholders or until they
resign, and until
their successors are duly elected.  The term of office for the
officers of the Company extends until they resign, are not re-
elected by the Board of Directors, or are otherwise replaced by
the Board of Directors of the Company.

Family Relationships.  Lauane C. Addis is the son-in-law of Fred
K. Suzuki.  Beverly R. Suzuki is the spouse of Fred K. Suzuki.
Otherwise, there is no family relationship between any director,
executive officer, or person nominated or chosen by the Company to
become a director or executive officer.

Involvement in Certain Legal Proceedings.  None of the officers or
directors are or have been involved in any legal proceedings which
are material to an evaluation of the ability or integrity of same.

Business Experience.  Certain information regarding the business
experience of the directors, officers, significant employees and
consultants of the Company are set forth below:

FRED K. SUZUKI, Jr., Chairman of the Board, President, Chief
Executive Officer, Treasurer, Director of Research and Development
and Director of Marketing and Sales.  Mr. Suzuki is founder of the
Company and has served
as President of the Company since its inception in 1976 to August
1982 and from February 1983 to the present.  He has served as
Chairman of the Board of Directors of the Company since its
inception to the present, and as Treasurer from its inception to
October, 1984 and from July, 1991 to the
present.  Mr. Suzuki is also President and Chairman of the Board
of Directors of F.K. Suzuki International, Inc. ("FKSI"), and
President and Chairman of the Board of Directors of Medlab
Products, Inc. ("Medlab"), affiliates of the Company.  Mr. Suzuki
is the sole owner, President and Director of Suzuki International,
Inc. ("SI"). Mr. Suzuki also served as President and Chairman of
the Board of Directors of Stevia Company, Inc. ("Stevia") until
its dissolution on April 16, 1999.  FKSI is a holding
company of Medlab and the Company, and was a holder of a majority
of the common stock of Stevia until its dissolution.  As such, it
has no other business operations.  See "Security Ownership of
Certain Beneficial Owners
and Management."  Medlab is a dormant company, organized to
develop, manufacture, and market scientific products.  Stevia was
a development company in the business of developing,
manufacturing, and marketing natural sweeteners and other products
derived from Stevia rebaudiana plant.  SI is in the business of
marketing various products.  Mr. Suzuki has developed several
patents or patents pending for clinical instruments and has
licensed them to unaffiliated corporations.  These patents do not
inure to the benefit of the Company.  Mr. Suzuki has developed
several patents in the area of Diterpene glycosides chemistry
derived from the
Stevia rebaudiana plant.  Mr. Suzuki also holds patents in the
area of liquid crystal chemistry.  Mr. Suzuki attended Roosevelt
University from 1951 to 1954, where he studied Chemistry and
Biology.

MARY K. FRISKE, Vice President - Administration and Manager of
Sales.  Ms. Friske joined the office staff in July, 1983.  Ms.
Friske served as an Executive Secretary for several years and was
promoted to Office Manager
in 1989.  In September, 1993, Ms. Friske was appointed Vice
President - Administration and Manager of Sales.  Ms. Friske
received her Bachelor of Science degree in May, 1981 from Eastern
Illinois University where she majored in Personnel Management.

LAURENCE MEAD, Chief Operating Officer, Vice President -
Manufacturing, Chief Accounting Officer and Manager of Financial
and Product Development.  Mr. Mead joined the production
department of the Company in 1980, and has
served as the Company's Production Manager since 1984.  In April,
1994, Mr. Mead was appointed Vice President - Manufacturing and
Manager of Financial and Product Development.  Mr. Mead received
his Bachelor of
Science degree in August, 1992 from Roosevelt University where he
majored in Accounting.

BEVERLY R. SUZUKI, Vice President - Customer Service.  Mrs. Suzuki
was elected to the office of Vice-President - Customer Service on
June 20, 2005.  Mrs. Suzuki served the Company as a sales
representative from 1993 through 2000 promoting the Company'
products directly to end users.  In
2000, Mrs. Suzuki was promoted to the position of research
associate/sales liaison.  During this time, Mrs. Suzuki assisted
both in research and product production development as well as
continuing with her marketing
and sales responsibilities.  Mrs. Suzuki's extensive experience in
sales and customer service includes serving as a sales
representative for Computer Services Bull, H.N. from 1992 to 1993,
serving as a sales representative for Honeywell, Inc. from 1984 to
1991, and serving as human
resources assistant for UOP, Inc. from 1970 to 1983.  Mrs. Suzuki
attended DePaul University from 1963 to 1966 and again from 1978
to 1979.  Mrs. Suzuki also completed course work at William Rainey
Harper College during 1983 and 1984.

LAUANE C. ADDIS, Secretary and Director.  Mr. Addis is currently a
member of the law firm Stahl Cowen Crowley LLC, Chicago, Illinois.
Mr. Addis served the Company from February, 1984 to December, 1985
as its Vice President - Finance and Chief Financial Officer on a
part-time basis and was employed in the equivalent capacity on a
part-time basis by Stevia. From December, 1985 thru June, 1991,
Mr. Addis also served as Executive Vice President, Chief Operating
Officer, Chief Financial Officer, and Treasurer of the Company and
as President of Stevia.  In July, 1991, Mr. Addis resigned from
these positions to return to the full-time private practice of
law.  Mr. Addis is also an officer and director of FKSI, an
affiliate of the Company, and served as the Secretary and a
director of Stevia until its dissolution on April 16, 1999. Mr.
Addis graduated from
Andrews University with a B.A. in History and Business
Administration in June, 1978.  He received his Doctor of
Jurisprudence from Baylor University in 1981 and his Master of
Laws in Taxation from the University of Denver in 1982.  Mr. Addis
is a member of the Colorado, Illinois and
Texas Bar Associations.

JAMES F. SCHEMBRI, Director.  Mr. Schembri was elected to the
Board of Directors on November 15, 1990.  Mr. Schembri is the
founder and President of Schembri & Associates (formerly Automatic
Controls Company).  This company was a manufacturer's
representative with offices in Michigan, Ohio and Kentucky.  It
currently is involved in specialized lending situations with
Equity Funding, Inc. of West Bloomfield, Michigan.  Mr. Schembri
is one of the founders and President of Fenton Systems, Inc.,
Wixton, Michigan.  In addition to these activities, Mr. Schembri
is founder and President of Wickfield Leasing Company, which
leases automobiles and office equipment.  Mr. Schembri also served
as a director of Stevia until its dissolution on April 16, 1999.
Mr. Schembri received his Bachelor of Science Degree in Mechanical
Engineering from the University of Detroit in
June, 1957.

Section 16(a) Beneficial Ownership Reporting Compliance.  The
Company received three Form 4 statements during Fiscal 2007; one
from Fred K. Suzuki, President, on November 11, 2006; one from
Beverly R. Suzuki, Vice-President - Customer Service, on November
11, 2006; and one from James F.
Schembri, Director on July 28, 2006, all within the time
prescribed by Section 16(a) of the Securities and Exchange Act.
Except for the foregoing, the Company did not receive any reports
during fiscal 2007 required to be filed by a director, officer or
beneficial owner of more than 10% of the Company's common stock
pursuant to Section 16(a) of the
Securities and Exchange Act.  Management is not aware of any
director, officer or beneficial owner of more than 10% of the
Company's common stock who has failed to file on a timely basis
any reports required by Section 16(a) of the Securities Exchange
Act during the fiscal year ending April
30, 2007.

Audit Committee.  The Audit Committee reviews and, when it deems
appropriate, approves internal accounting and financial controls
for the Company and accounting principals and auditing practices
and procedures to
be employed in the preparation and review of the financial
statements of the Company.  The Audit Committee also makes
recommendations to the Board of Directors concerning the
engagement of independent public auditors to audit the annual
consolidated financial statements, review the unaudited quarterly
financial statements of the Company, and perform other services
for the Company.  The Audit Committee arranges with such auditors
the scope of the audit to be undertaken by them and any other
services to be
provided.  The Audit Committee currently has one member, James F.
Schembri, a director of the Company.  The Board of Directors has
determined that Mr. Schembri is a financial expert as a result of
Mr. Schembri's experience described under "Business Experience"
above.  Mr. Schembri is an independent director as defined in Rule
401of Regulation S-
B under the Securities Act and the Securities Exchange Act.

Audit Committee Charter.  The Board of Directors has adopted a
written charter for the Audit Committee.  A copy of the Audit
Committee Charter is available without charge upon request
delivered to the Company at its principal executive offices.

Code of Ethics.  The Company has adopted a Code of Ethics which
applies to all officers of the Company.  A copy of the Company's
Code of Ethics is available without charge upon request delivered
to the Company at its principal executive offices.

Item 10. Executive Compensation.
         -----------------------

The following summary compensation table sets forth a summary of
compensation for services in all capacities to the Company during
the fiscal years ended April 30, 2007 and 2006 paid to the Chief
Executive Officer and Chief Operating Officer.  None of the
Company's other
executive officers received annual salaries and bonuses for such
fiscal years exceeding $100,000.


 Summary Compensation Table:

<TABLE>

Name and Principal Position  Year  Salary   Bonus      Option and Warrant  All Other Compensation  Total
                                                           Awards <F2>              <F1>
---------------------------  ----  -------  --------   ------------------  ---------------------- ---------
<S>                          <C>   <C>      <C>        <C>                 <C>                    <C>
Fred K. Suzuki, President,
Chairman of the Board, and
Chief Executive Officer      2007  $99,108  $10,000                                 $2,500         $129,608
                             2006  $94,900   $6,000                                    -           $103,400

Laurence C. Mead, Chief
Operating Officer, Vice
President/Manufacturing
and Development Chief
Accounting Officer and
Manager of Financial and
Product Development          2007  $84,230  $10,000                                 $13,945        $108,175

</TABLE>

------------------------------
<F1> No executive officer received perquisites in excess of the
lesser of $50,000 or 10% of the aggregate of such officer's salary
and bonus.  Mr. Suzuki and Mr. Mead each
received $2,500 for their services as directors in Fiscal 2007.
Mr. Mead also received $11,445 in lieu of accrued vacation.

<F2> See "Stock Options" below.

Stock Options.  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.  On May 9, 2001, this option
was exercised to the extent of 269,000
shares resulting in additional paid-in-capital of $6,725.  This
option was to expire on November 12, 2001; however, upon the
expiration date, the Company extended the option to Mr. Suzuki to
purchase all or a portion of the remaining 2,731,000 shares.  On
September 30, 2002, the extended
option was exercised to the extent of 140,000 shares resulting in
additional paid-in-capital of $3,500.  Effective November 12,
2004, the Company further extended the option to Mr. Suzuki to
purchase all or a portion of the remaining 2,591,000 shares until
November 12, 2006.  On
November 11, 2006, this option was exercised to the extent of
720,000 shares resulting in additional paid-in capital of $18,000.
The option to purchase the remaining shares expired on November
12, 2006.  The following table sets forth the aggregate value as
of April 30, 2007 of exercised
options and the value of unexercised options related to the
options held by Mr. Suzuki.


Outstanding Equity Awards at Fiscal Year-End:

<TABLE>
                                                                                                                  Equity
                                                                                                      Equity      Incentive
                                                                                                      Incentive   Plan Awards
                                                 Equity                                               Plan        Markent or
                                                 Incentive                                            Awards;     Payout
                       Number of    Number of    Plan Awards                                          Number of   Value
                       Securities   Securities   Number of                                 Market     Unearned    of Unearned
                       Underlying   Underlying   Securities                     Number of  Value of   Shares,     Shares,
                       Unexercised  Unexercised  Underlying                     Shares or  Shares or  Units or    Units or
                       Options and  Options and  Unexercised                    Units of   Units of   Other       Other
                       Warrants     Warrants     Unearned     Option    Option  Stock that Stock that Rights that Rights that
              Option      (#)          (#)       Options and  Exercise  Expir-  Have not   Have not   Have not    Have not
              Grant                              Warrants     Price      ation  Vested     Vested     Vested      Vested
Name          Date     Exercisable Unexercisable    (#)        ($)      Date    (#)        ($)        (#)         ($)
------------- -------- ----------- ------------- ------------ -------- -------- ---------- ---------- ----------- ------------
<S>           <C>      <C>         <C>           <C>          <C>      <C>      <C>        <C>        <C>         <C>
Fred K.
Suzuki,
President,
Chairman
of the
Board, and
Chief
Executive
Officer       11/12/98  720,000<F1>  1,871,000                $0.025   11/12/06

</TABLE>


------------------------
<F1> 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.  The Company estimates the price at which the option was
grated to the President, was at or above
market value per share of common stock on the date of grant, based
on the limited historical trade activity.  The option is subject
to several contingencies, including,
but not limited to Shareholder approval.  Management believes this
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 also contains anti-dilutive
provisions in the event of a corporate capital reorganization.

Directors Compensation

The directors' compensation is determined by the Company's
Compensation Committee and approved by the Board of Directors.
The following Director Compensation Table sets forth a summary of
compensation for services by the directors of the Company in their
capacities as directors for the fiscal year ending April 30, 2007.

Directors Compensation Table

<TABLE>

                                                    Fees Earned or Paid
Director Name                                             in Cash              Total
-------------------------------------------------  --------------------- ------------------
<S>                                                <C>                   <C>
Fred K. Suzuki, President, Chairman of the Board,
and Chief Executive Officer                                 $2,500           $2,500

James F. Schembri, Director                                 $2,500           $2,500

Lauane C. Addis, Director and Secretary                     $2,500           $2,500

Laurence C. Mead, Director, Vice-President-
Manufacturing, Chief Operating Officer, and Chief
Accounting Officer <F1>                                      $2,500            $2,500

</TABLE>
----------------
<F1>Does not include compensation received as an officer of the
Company.  See also "Summary Compensation Table" above for
more information.



All officers and directors are reimbursed for out-of-pocket
expenses incurred in connection with the Company's business.  See
"Certain Relationships and Related Party Transactions."

The Company did not have any pension or profit sharing plans in
effect for the benefit of its employees, including its officers
and directors, during the fiscal year ending April 30, 2007.
However, the Board of Directors
has approved the adoption of a 401(k) retirement plan for the
benefit if the Company's employees, including its officers.  It is
anticipated the 401(k) retirement plan will provide for the
Company to match participant
contributions up to 6% of the participant's compensation.
Management of the Company believes it is important to adopt a
retirement plan for the benefit of its employees to retain key
employees and provide its employees with retirement benefits.

Compensation Committee.  The Company formed a Compensation
Committee of its Board of Directors at its annual meeting on June
29, 2006.  The Compensation Committee makes all decisions
concerning the compensation of the officers, directors and
employees of the Company, including, but not
limited to, the granting of options to acquire common stock of the
Company.  The current members of the Compensation Committee are
James F. Schembri, director of the Company, and Lauane C. Addis,
director and the Secretary of the Company.

Compensation Committee Charter.  The Board of Directors has
adopted a written charter for the Compensation Committee.  A copy
of the Compensation Committee Charter is available without charge
upon request delivered to the Company at its principal executive
offices.

Item 11.  Security Ownership of Certain Beneficial Owners
          and Management and Related Stockholder Matters.
          -----------------------------------------------

The following table sets forth information as of April 30, 2007,
as to the voting securities of the Company owned by the officers
and directors of the Company and by each person who owns of
record, or is known by the Company to own beneficially, more than
5% of any class of voting
securities.

<TABLE>

                                         Amount and Nature
                 Name and Address        of Beneficial       Percent of
Title of Class   of Beneficial Owner     Ownership           Class
---------------  ----------------------- ------------------  -----------
<S>              <C>                     <C>                 <C>

Common Stock     Fred K. Suzuki          5,526,146 shares      37.00%
                 710 S. Kennicott        of record and
                 Arlington Heights,      beneficial <F1>
                 Illinois 60005

Common Stock     F.K. Suzuki Inter-      4,497,146 shares      30.11%
                 national, Inc.          of record and
                 1940 E. Devon Ave.      beneficial
                 Elk Grove Village, IL
                 60007

Common Stock     Lauane C. Addis         4,506,146 shares      30.17%
                 1819 Orleans Circle     record and bene-
                 Elk Grove Village, IL   ficial <F2>
                                60007

Common Stock     James F. Schembri       1,291,500 shares       8.60%
                 3565 Port Cove Dr. #73  of record and
                 Waterford, MI 48328     beneficial <F3>

Common Stock     Mary K. Friske <F4>     41,000 shares of        .27%
                 940 Bradley Court       record and
                 Palatine, IL 60074      beneficial

Common Stock     Laurence C. Mead <F5>   61,250 shares of        .41%
                 1151 Warwick Cir. North record and
                 Hoffman Estates IL      beneficial
                 60194

Common Stock     Beverly R. Suzuki (6)   820,000 shares of       5.40%
                 710 S. Kennicott        record and
                 Arlington Heights IL    beneficial
                 60005

Common Stock     All directors and       7,436,896              49.79%
                 officers as a
                 group (6 members)

</TABLE>
----------------------
<F1>	Fred K. Suzuki is President of F.K. Suzuki International,
Inc. ("FKSI") and owns 35.6% of the outstanding common stock of
FKSI.  Mr. Suzuki personally holds of record 209,000 shares of the
Company's common stock; however he is deemed to be beneficial
owner by reason of voting and disposition control of 4,497,146 shares
which are owned by FKSI and over 820,000 shares which are owned by
him and Beverly R. Suzuki as joint tenants, including 720,000
shares of Company common stock purchased by Mr. Suzuki on November
11, 2006 upon exercise of his option to acquire such shares.  See
"Executive Compensation" and "Certain Relationships and Related
Transactions."

<F2>	Mr. Addis personally owns 9,000 shares of the outstanding
Common Stock of the Company.  In addition, Mr. Addis owns 32.7% of
the outstanding Common Stock of FKSI,
which owns 30.11% of the Common Stock of the Company.  Mr. Addis
is therefore deemed to be beneficial owner by reason of voting and
disposition control of 4,497,146 shares owned
by FKSI.

<F3>	Included in the shares owned by Mr. Schembri are 66,000
shares in Mr. Schembri's individual retirement account for the
benefit of Mr. Schembri.

<F4>	In addition to the Shares of outstanding common stock of the
Company owned by Mary K. Friske, she also owns 200 shares, or
approximately .2%, of the outstanding common
stock of FKSI, which owns 30.11% of the common stock of the
Company.

<F5>	In addition to the common stock of the Company owned by
Laurence C. Mead, he also owns 4,000 shares, or approximately 4%,
of the outstanding common stock of FKSI, which owns 30.11% of the
common stock of the Company.

<F6>	Beverly R. Suzuki is deemed to be a beneficial owner by
reason of voting and disposition control of 100,000 shares owned
by her and Fred K. Suzuki as joint tenants.

Changes in Control.  The Company does not know of any
arrangements, the operation of which may at a subsequent date
result in a change in control in the Company nor has a change in
the control of the Company occurred during the last fiscal year.


Item 12.  Certain Relationships and Related Transactions.
          ----------------------------------------------

During the fiscal year ending April 30, 2007, the Company shared
common office expenses with F.K. Suzuki International, Inc.
("FKSI").  At April 30, 2007, FKSI owed $19,699 to the Company in
connection with such shared
common expenses.  Since a portion of this receivable had been
outstanding for a significant period of time, and FKSI was not in
a position to reimburse the Company without the liquidation of all
or a portion of its assets, including common stock of the Company,
$19,669 of the receivable
balance was reclassified as a contra-equity account thus reducing
FKSI's capital in the Company.  See "Management's Discussion and
Analysis of Financial Condition and Results of Operations."

Effective November 12, 2004, the Company extended for two years an
existing option granting to Mr. Suzuki the right to purchase all
or a portion of 2,591,000 shares of the Company' common stock at a
purchase price of $0.025 per share.  This option is subject to
several contingencies including, but not limited to, shareholder
approval. This
option expired November 12, 2006 and was not renewed or extended.
See "Executive Compensation."

During the fiscal year ending April 30, 2007, the Company sold its
2002 Honda Accord automobile to Mr. Suzuki for $11,000.  Mr.
Suzuki transferred a 1992 Cadillac automobile to the Company as
part of the purchase price for the 2002 Honda Accord.  The Company
used the 1992 Cadillac as a trade-in on a new 2007 Honda Accord.
The values of the 2002 Honda Accord sold to Mr. Suzuki and the
1992 Cadillac transferred by Mr. Suzuki to the Company were
determined by an independent third party automobile dealer.

Lauane C. Addis, Secretary and Director, as a member of the law
firm of Stahl Cowen Crowley LLC, has represented the Company with
respect to the preparation and filing of this Report.  Mr. Addis,
and other Members and associates of Stahl Cowen Crowley LLC,
perform other legal services for
the Company from time to time, and it is anticipated such services
will be performed by Mr. Addis and other members and associates of
Stahl Cowen Crowley LLC, in the future.  During Fiscal 2007, the
Company paid $21,191.15 in legal fees to Stahl Cowen Crowley LLC,
some of which inured
to the benefit of Mr. Addis in the form of distributions from the
law firm.  Mr. Addis is an officer, director and shareholder of
the Company, and is also the son-in-law of Fred K. Suzuki,
President and Chairman of the Board of Directors.  See "Directors
and Executive Officers of the
Registrant" and "Security Ownership of Certain Beneficial Owners
and Management."

Except with regard to the above, there were no other material
transactions involving management of the Company or any third
party during the last fiscal year which accrued to the benefit of
officers or directors of the
Company.

Item 13.  Exhibits, Financial Statements, Schedules and
          Reports on Form 8-K
          ---------------------------------------------

The following financial statements, schedules and exhibits are
filed as a part of this report:

(a) (1) Financial Statements.

        Balance sheets for the fiscal years ending April 30, 2007
        and 2006.

        Statements of operations for the fiscal years ending April
        30, 2007, 2006 and 2005.

        Statements of Shareholders' Equity (Deficit) for the
        fiscal years April 30, 2007, 2006 and 2005.

        Statements of Cash Flows of the Company for fiscal years
        ending April 30, 2007, 2006 and 2005.

        Notes to financial statements.

(a) (2) List of Financial Statement Schedules:

        No financial schedules for the fiscal years ending April
        30, 2007, 2006 and 2005 are submitted.

       Except as listed above, there are no financial statement
schedules required to be filed by Item 8 of this Form 10-KSB
except for those otherwise shown on the financial statements or
notes thereto contained in this report.

(a)(3)   The Following Exhibits are Filed as a Part of this
         Report:

     2.  Plan of Acquisition, reorganization, arrangement,
         liquidation or succession - none.

     3.       a.	 Articles of Incorporation <F1>

              b.   By-Laws <F1>

     4.   Instruments Defining the Rights of Security Holders,
          Including Indentures - none.

     9.   Voting Trust Agreements - none.

     10.  Material Contracts

         (a) Stock Option Agreement, dated November 12, 2001,
             between the Company and Fred Suzuki <F2>

         (b) Amended Stock Option Agreement, dated November 12, 2004,
             between the Company and Fred K. Suzuki <F3>

     11.  Statement Regarding Computation of Earnings Per Share -
          none.

     13.  Annual or Quarterly Reports to Security Holders - none.

     16.  Letter Regarding Change in Certifying Accountants -
          none.

     18.  Letter Regarding Change in Accounting Principles - none.

     19.  Previously Unfiled Documents - none.

     22.  Subsidiaries of Registrant - none.

     23.  Published Report Regarding Matters Submitted to Vote of
          Security Holders - none.

     24.  Consent of Experts and Counsel - none.

     25.  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.
                Accompanying this Report.

        31.2 Certification of the Chief Accounting Officer
pursuant to Rule 13a-14(a) under the Securities Exchange Act of
1934.
                Accompanying this Report.

        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.
                Accompanying this Report.

        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.
                Accompanying this Report.

     (99) Additional Exhibits - none
---------------------------
<F1>  Incorporated by reference to a Registration Statement filed
on Form S-18 with the Securities and Exchange Commission, 1933 Act
Registration Number 2-83015C, 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.

<F2> Incorporated by reference to the Company's Annual Report on
Form 10K for the fiscal year ending April 30, 2002 filed with the
Securities and Exchange Commission.

<F3> Incorporated by reference to the Company's Current Report on
Form 8K filed with the Securities and Exchange Commission on
December 14, 2004.

(b) Reports on Form 8K.  No current reports on Form 8K were filed
or were required to be filed during the last quarter covered by
this report.


Item 14.  Principal Accountant Fees and Services.
          ---------------------------------------

Blackman Kallick Bartelstein, LLP served as independent auditors
for the fiscal year ended April 30, 2007, and it has acted as
auditors for the Company since May 1, 2002.

Audit Fees.  Fees billed by Blackman Kallick Bartelstein, LLP
totaled $45,469 for the year-ended April 30, 2007 and $42,475 for
the year-ended April 30, 2006.  This included fees for the annual
audit and reviews of all the Company's quarterly reports on Form
10-QSB.

Audit-Related Fees.  Blackman Kallick Bartelstein, LLP did not
bill any fees for professional services described in paragraph
9(e)(2) of Schedule 14A during the past two fiscal years.

Tax Fees.  During the fiscal year ending April 30, 2007, Blackman
Kallick Bartelstein, LLP billed the Company $3,000 for
professional fees related to tax services rendered to the Company.
Blackman Kallick Bartelstein, LLP  billed the Company $3,055 for
professional fees related to tax
services during the fiscal year ending April 30, 2006.

All Other Fees.  Blackman Kallick Bartelstein, LLP did not bill
for any fees for professional services described in Item 9(e)(4)
of Schedule 14A during the past two fiscal years.

Audit Committee Review. The Company's audit committee is required
to approve all non-audit services to be performed by Blackman
Kallick Bartelstein, LLP.  In this respect, the audit committee
has considered with the provision of the tax services during the
Company's fiscal year ending April 30, 2007 was compatible with
maintaining the independence of Blackman Kallick Bartelstein, LLP.
The audit committee has made a determination that the independence
of Blackman Kallick Bartelstein, LLP will not be adversely
affected as a result of performance of tax services for the
Company, and therefore has approved the performance of such tax
services for the fiscal years ending April 30, 2007 and April 30,
2006.


SIGNATURES


In accordance with Section 13 or 15(d) 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.

REGISTRANT:  BIOSYNERGY, INC.

/s/ Fred K. Suzuki                     July 27, 2007
-----------------------------------    -------------
Fred K. Suzuki, Chairman of the             Date
Board of Directors, Chief Executive
Officer, President and Treasurer







In accordance with the Securities and Exchange Act of 1934, this
report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

/s/ Fred K. Suzuki                     July 27, 2007
-----------------------------------    -------------
Fred K. Suzuki, Chairman of the             Date
Board of Directors, Chief Executive
Officer, President and Treasurer

/s/ Lauane C. Addis                    July 27, 2007
-----------------------------------    -------------
Lauane C. Addis, Secretary                  Date
and Director





<PAGE>

                        EXHIBIT 31.1

                      CERTIFICATION OF
                   CHIEF EXECUTIVE OFFICER

I, Fred K. Suzuki, certify that:

1.     I have reviewed this annual report on Form 10-KSB of
Biosynergy, Inc., small business issuer;

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

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

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

	a.	Designed such disclosure controls and procedures, or
caused such controls and procedures to be designed under our
supervision, to ensure that material information relating to the
small business issuer, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

	b.	Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;

	c.	Evaluated the effectiveness of the small business
issuer's disclosure controls and procedures and presented in this
annual report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period
covered by this annual report
based on such evaluation; and

	d.	Disclosed in this annual report any change in the small
business issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal
quarter (the small business issuer's fourth fiscal quarter in the
case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business
issuer's internal control over financial reporting; and

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

	a.	All significant deficiencies and material weaknesses in
the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
small business issuer's ability
to record, process, summarize and report financial information;
and

	b.	Any fraud, whether or not material, that involves
management or other employees who have a significant role in the
small business issuer's internal control over financial reporting.

Dated: July 27, 2007

/s/ Fred K. Suzuki
--------------------------------------
Fred K. Suzuki
Chairman of the Board, Chief Executive
Officer, President and Treasurer


<PAGE>

                      EXHIBIT 31.2
                CERTIFICATION OF CHIEF
                  ACCOUNTING OFFICER

I, Laurence C. Mead, certify that:

1.     I have reviewed this annual report on Form 10-KSB of
Biosynergy, Inc., small business issuer;

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

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

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

	a.	Designed such disclosure controls and procedures, or
caused such controls and procedures to be designed under our
supervision, to ensure that material information relating to the
small business issuer, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this annual report is being prepared;

	b.	Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;

	c.	Evaluated the effectiveness of the small business
issuer's disclosure controls and procedures and presented in this
annual report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period
covered by this annual report
based on such evaluation; and

	d.	Disclosed in this annual report any change in the small
business issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal
quarter (the small business issuer's fourth fiscal quarter in the
case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business
issuer's internal control over financial reporting; and

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

	a.	All significant deficiencies and material weaknesses in
the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
small business issuer's ability
to record, process, summarize and report financial information;
and

	b.	Any fraud, whether or not material, that involves
management or other employees who have a significant role in the
small business issuer's internal control over financial reporting.

Dated: July 27, 2007

/s/ Laurence C. Mead
----------------------------------
Laurence C. Mead
Vice President-Manufacturing,
Chief Operating Officer, and Chief
Accounting Officer




<PAGE>

                      Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Biosynergy, Inc. (the
"Company") on Form 10-KSB for the year ending April 30, 2007, the
undersigned hereby certifies pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 that: (1) the Report fully
complies with the requirements of Section 13(a) and 15(d) of the
Securities and Exchange Act of 1934; and (2) the information
contained in the Report fairly represents, in all material
respects, the financial conditions and results of operations of
the Company as of April 30, 2007,
and for the period then ended.

Biosynergy, Inc.

/s/ Fred K. Suzuki
--------------------------------------
Fred K. Suzuki
Chairman of the Board, Chief Executive
Officer, President and Treasurer

Dated: July 27, 2007




<PAGE>

                  Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Biosynergy, Inc. (the
"Company") on Form 10-KSB for the year ending April 30, 2007, the
undersigned hereby certifies pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 that: (1) the Report fully
complies with the requirements of Section 13(a) and 15(d) of the
Securities and Exchange Act of 1934; and (2) the information
contained in the Report fairly represents, in all material
respects, the financial conditions and results of operations of
the Company as of April 30, 2007,
and for the period then ended.

Biosynergy, Inc.

/s/ Laurence C. Mead
-------------------------------------
Laurence C. Mead
Vice President-Manufacturing and
Chief Accounting Officer

Dated: July 27, 2007







<PAGE>


                         Biosynergy, Inc.

                  Financial Statements for the
            Years Ended April 30, 2007, 2006 and 2005





<PAGE>

                      C o n t e n t s


                                   Reference	Page

Report of Independent Registered
  Public Accounting Firm		            1

Balance Sheets                     Exhibit A    2-3

Statements of Operations           Exhibit B    4

Statements of Stockholders'
 Equity                            Exhibit C    5

Statements of Cash Flows           Exhibit D    6

Notes to Financial Statements                   7-17


<PAGE>








Report of Independent Registered Public Accounting Firm
-------------------------------------------------------

Board of Directors and Stockholders
Biosynergy, Inc.
Elk Grove Village, Illinois


We have audited the accompanying balance sheets of Biosynergy, Inc.
as of April 30, 2007 and 2006, and the related statements of operations,
stockholders' equity and cash flows for each of the three years in
the period ended April 30, 2007. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement.
The Company has determined that it is not required to have, nor were we
engaged to perform, an audit of its internal control over financial
reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over
financial reporting. Accordingly, we express no opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Biosynergy, Inc. as
of April 30, 2007 and 2006, and the results of its operations and its
cash flows for each of the three years in the period ended April 30,
2007, in conformity with accounting principles generally accepted in
the United States of America.



July 24, 2007
Chicago, Illinois









<PAGE>


                         Balance Sheets Follow



<PAGE>









                              Biosynergy, Inc.

                               Balance Sheets

                          April 30, 2007 and 2006
--------------------------------------------------------------------------------




                                  Assets
                                  ------

<TABLE>

                                                             2007          2006
                                                         -----------   -----------
<S>                                                      <C>           <C>
Current Assets
	Cash                                               $   187,100   $   131,261
	Short-term investments                                 200,000       100,000
	Accounts receivable - Trade (Net of allowance for
	 doubtful accounts of $500 in 2007 and 2006)           124,540       132,973
	Inventories                                             56,538        61,341
	Prepaid expenses                                        21,911        22,356
	Due from affiliate                                           -         4,437
	Interest receivable                                      2,224         1,188
                                                         -----------   -----------
				Total Current Assets                 592,313       453,556
                                                         -----------   -----------
Equipment and Leasehold Improvements
	Equipment                                              196,176       177,386
	Leasehold improvements                                  16,497        16,497
                                                         -----------   -----------
                                                             212,673       193,883
	Less accumulated depreciation and amortization         151,129       161,741
                                                         -----------   -----------
				Total Equipment and Leasehold
                            Improvements                      61,544        32,142
                                                         -----------   -----------
Other Assets
	Patents less accumulated amortization                   18,052             -
	Patents pending                                         52,594        63,167
	Deposits                                                 5,947         5,947
                                                         -----------   -----------
				Total Other Assets                    76,593        69,114
                                                         -----------   -----------
                                                         $   730,450   $   554,812
                                                         ===========   ===========
</TABLE>



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


<PAGE>
                                                                Exhibit A

===============================================================================





                  Liabilities and Stockholders' Equity
                  ------------------------------------

<TABLE>

                                                           2007         2006
                                                       -----------   -----------
<S>                                                    <C>           <C>
Current Liabilities
	Accounts payable                                 $    14,154   $    21,914
	Accrued compensation and payroll taxes                14,209        13,042
	Deferred rent                                          4,606         1,020
	Other accrued expenses                                   112            93
	Accrued vacation                                      20,905        25,375
	Income taxes payable                                  33,500             -
                                                       -----------   -----------
				Total Current Liabilities           87,486        61,444
                                                       -----------   -----------









Stockholders' Equity (Deficit)
	Common stock - No par value;
        authorized - 20,000,000shares;
        issued - 14,935,511 shares as of
        April 30, 2007 and 14,215,511 shares
        as of April 30, 2006                               660,988       642,988
	Receivable from affiliate                            (19,699)      (19,699)
	Retained earnings (accumulated deficit)                1,675      (129,921)
                                                       -----------   -----------
				Total Stockholders' Equity         642,964       493,368
                                                       -----------   -----------
                                                       $   730,450   $   554,812
                                                       ===========   ===========

</TABLE>

<PAGE>
                                                                   Exhibit B

                              Biosynergy, Inc.

                               Balance Sheets

                          April 30, 2007 and 2006
--------------------------------------------------------------------------------


<TABLE>

                                                     2007           2006           2005
                                                 -----------   -----------   -----------
<S>                                              <C>           <C>           <C>
Net Sales                                        $   980,303   $   817,067   $   764,367

Cost of Sales                                        293,058       277,572       253,644
                                                 -----------   -----------   -----------
Gross Profit                                         687,245       539,495       510,723
                                                 -----------   -----------   -----------
Operating Expenses
	Marketing                                      114,066       105,314        95,812
	General and administrative                     334,778       328,300       336,679
	Research and development                        92,237        82,576       110,600
                                                 -----------   -----------   -----------
		Total Operating Expenses                 541,081       516,190       543,091
                                                 -----------   -----------   -----------
Income (Loss) from Operations                        146,164        23,305       (32,368)
                                                 -----------   -----------   -----------
Other Income
	Interest income                                  6,000         3,775         1,575
	Other income                                     1,932         2,004         1,978
	Gain on sale of vehicle                         11,000             -             -
                                                 -----------   -----------   -----------

		Total Other Income                        18,932         5,779         3,553
                                                 -----------   -----------   -----------
Income (Loss) Before Income Taxes                    165,096        29,084       (28,815)

Provision for Income Taxes                            33,500             -             -
                                                 -----------   -----------   -----------
Net Income (Loss)                                $   131,596   $    29,084   $   (28,815)
                                                 ===========   ===========   ===========
Net Income (Loss) Per Common Share -
 Basic and Diluted                               $         -   $         -   $         -
                                                 ===========   ===========   ===========

Weighted-Average Common Shares Outstanding        14,552,826    14,215,511    14,215,511
                                                 ===========   ===========   ===========

</TABLE>



The accompanying notes are an integral part of the financial statements
<PAGE>
                                                                 Exhibit C

                              Biosynergy, Inc.

                               Balance Sheets

                          April 30, 2007 and 2006
--------------------------------------------------------------------------------


<TABLE>
                                                            Other and       Retained
                                      Common Stock          Receivable      Earnings
                              --------------------------    from           (Accumulated
                                Shares        Amount        Affiliate        Deficit)       Total
                              -----------   ------------   ------------   -------------  -----------
<S>                           <C>           <C>            <C>            <C>            <C>
Balance, April 30, 2004       14,215,511    $    642,988   $         -    $    (130,190) $   512,798

Net Loss                               -               -             -          (28,815)     (28,815)
                              ----------    ------------   -----------    -------------  -----------
Balance, April 30, 2005       14,215,511         642,988             -         (159,005)     483,983

Deemed Distribution                    -               -       (19,699)               -      (19,699)

Net Income                             -               -             -           29,084       29,084
                              ----------    ------------   -----------    -------------  -----------
Balance, April 30, 2006       14,215,511         642,988       (19,699)        (129,921)     493,368

Exercise of Stock Option
  by Officer                     720,000          18,000             -                -       18,000

Net Income                             -               -             -          131,596      131,596
                              ----------    ------------    -----------   -------------  -----------
Balance April 30, 2007        14,935,511    $    660,988    $   (19,699)  $       1,675  $   642,964
                              ==========    ============    ===========   =============  ===========

</TABLE>







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


<PAGE>

<TABLE>
                                                           2007       2006        2005
                                                        ---------   ---------   ---------
<S>                                                     <C>         <C>         <C>
Cash Flows from Operating Activities
	Net income (loss)                                 $ 131,596	  $  29,084   $ (28,815)
	Adjustments to reconcile net income
	  (loss) to cash provided by (used in)
	  operating activities
		Depreciation and amortization                  16,284      12,416      11,917
		Gain on sale of vehicle                        (9,500)          -           -
		Changes in assets and liabilities
			Accounts receivable                       8,433      (2,745)     (3,704)
			Interest receivable                      (1,036)       (513)       (675)
			Inventories and prepaid expenses          5,248       5,743      (8,760)
			Deposits                                      -           -          68
			Accounts payable and accrued expenses     26,042     13,856       2,811
                                                        ----------  ----------  ---------
				Total Adjustments                   45,471      28,757      1,657
                                                        ----------  ----------  ---------
				Net Cash Provided by (Used in)
				 Operating Activities              177,067      57,841    (27,158)
                                                        ----------  ----------  ---------
Cash Flows from Investing Activities
	Payments from (advances to) affiliate                  4,437      (1,224)    (1,260)
	Purchase of equipment                                (45,598)    (15,878)    (6,494)
	Proceeds from sale of vehicle                          9,500           -          -
	Purchase of leasehold improvements                         -           -       (601)
	Patents and patents pending                           (7,567)    (11,897)   (16,545)
	Purchases of short-term investments                 (200,000)          -   (100,000)
	Redemption of short-term investments                 100,000           -          -
                                                        ----------  ----------  ---------
				Net Cash Used in
				 Investing Activities             (139,228)    (28,999)  (124,900)
                                                        ----------  ----------  ---------
Net Cash Provided by Financing Activities -
  Exercise of stock option by officer                       18,000           -          -
                                                        ----------  ----------  ---------
Increase (Decrease) in Cash                                 55,839      28,842   (152,058)

Cash, Beginning of Year                                    131,261     102,419    254,477
                                                        ----------  ----------  ---------
Cash, End of Year                                       $  187,100  $  131,261  $ 102,419
                                                        ==========  ==========  =========
</TABLE>




<PAGE>



                              Biosynergy, Inc.

                               Balance Sheets

                          April 30, 2007 and 2006
--------------------------------------------------------------------------------


Note 1 - Company Organization and Description

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 Hemo Temp II Blood Monitoring Device, accounted for approximately
89-92% of the sales in each of the last three years ending April 30. 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

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

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

Depreciation and Amortization
-----------------------------
Equipment and leasehold improvements are stated at cost. Depreciation is
computed primarily on the straight-line method over the estimated useful lives
of the respective assets. Repairs and maintenance are charged to expense as
incurred; renewals and betterments which significantly extend the useful lives
of existing equipment are capitalized. The costs of significant leasehold
improvements are capitalized and amortized over 10 years or the term of the
lease, if less; the cost of equipment is depreciated over 3 to 10 years.



<PAGE>

                              Biosynergy, Inc.

                               Balance Sheets

                          April 30, 2007 and 2006
--------------------------------------------------------------------------------
Note 2 - Summary of Significant Accounting Policies (Continued)

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

Research and Development and Patents
------------------------------------
Research and development expenditures are charged to operations as incurred.
The costs of obtaining patents, primarily legal fees, are capitalized and,
once obtained, are amortized over the life of the respective patent on the
straight-line method.

Stock Options
-------------
Effective May 1, 2006, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 123(R), "Share-based Payment" (SFAS 123R)
whereby stock option expense is calculated at fair value using Black Scholes
valuation model and amortized on an even basis (net of estimated forfeitures)
over the requisite service period. The Company previously accounted for its
stock option awards to an officer under the intrinsic value based method of
accounting prescribed by Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued Employees." Under the intrinsic value method,
compensation cost is the excess, if any, of the quoted market price of the
stock at grant date or other measurement date over the amount an employee
must pay to acquire the stock. The Company made pro forma disclosures of
net income and earnings per share as if the fair value based method of
accounting had been applied as required by Statement of Financial Accounting
Standards No. 123 (SFAS 123), "Accounting for Stock-Based Compensation" by
using the Black- Scholes option-pricing model. The Company has never
granted options below market price on the date of grant.



<PAGE>

                              Biosynergy, Inc.

                               Balance Sheets

                          April 30, 2007 and 2006
--------------------------------------------------------------------------------
Note 2 - Summary of Significant Accounting Policies

Stock Options (Continued)

Under the accounting provisions of SFAS 123R, the Company's prior period net
income and net income per share would have been the pro forma amounts indicated
below:

<TABLE>
                                                  Year Ended April 30,
                                              ---------------------------
                                                 2007    2006      2005
                                              --------  -------  --------
<S>                                           <C>       <C>      <C>
	Net income (loss), as reported          $131,596  $29,084  $(28,815)
	 Stock-based compensation
	 expense, net of related tax effects,
	 using the fair value method                   -        -         -
	Stock-based compensation
	 expense included in reported
	 net income, net of related tax
	 effects under APB 25                          -        -         -
                                              --------  -------  --------
	Pro forma net income (loss)             $131,596  $29,084  $(28,815)
                                              ========  =======  ========
</TABLE>
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.



<PAGE>

                              Biosynergy, Inc.

                               Balance Sheets

                          April 30, 2007 and 2006
--------------------------------------------------------------------------------

Note 2 - Summary of Significant Accounting Policies (Continued)

Income (Loss) Per Common Share

The Company has adopted the provisions of FASB No. 128, "Earnings Per Share."
Income (loss) per common share is computed by dividing net income (loss) by the
weighted-average number of common shares outstanding during the period. When
dilutive, stock options are included as share equivalents using the treasury
stock method in the calculation of diluted earnings per share. Basic and
diluted net income (loss) per common share are the same for the years ended
April 30, 2007, 2006 and 2005, as the common stock equivalents of the Company
were anti-dilutive.

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 balance sheets as of April 30,
2007 and 2006, approximates their carrying value.

Comprehensive Income (Loss)

The Company adopted the Statement of Financial Accounting Standards (SFAS) No.
130, "Reporting Comprehensive Income," which established standards for the
reporting and display of comprehensive income (loss) and its components in the
financial statements. Components of comprehensive income (loss) include
amounts that, under SFAS No. 130, are included in the comprehensive income
(loss) but are excluded from net income (loss). There were no significant
differences between the Company's net income (loss) and comprehensive
income (loss).

Income Taxes

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Under the Tax Reform Act
of 1986, the benefits from net operating losses carried forward may be impaired
or limited in certain circumstances. In addition, a valuation allowance can be
provided for deferred tax assets when it is more likely than not that all or
some portion of the deferred tax assets will not be realized. The Company has
established a full valuation allowance on the aforementioned deferred tax
assets due to the uncertainty of realization. (See Note 5.)

<PAGE>

                              Biosynergy, Inc.

                               Balance Sheets

                          April 30, 2007 and 2006
--------------------------------------------------------------------------------


Note 2 - Summary of Significant Accounting Policies (Continued)

Recent Accounting Pronouncements
--------------------------------
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements."
SFAS No. 157 defines fair value, establishes a framework for measuring fair
value and expands disclosures about fair value measurements. SFAS No. 157 also
establishes a fair value hierarchy that prioritizes information used in
developing assumptions when pricing an asset or liability. SFAS No. 157
will be effective for the Company beginning in fiscal year 2009.
The Company is assessing the potential impact that the adoption of SFAS
No. 157 will have on its financial condition or results of operations.

In June 2006, the FASB issued FASB Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes." The Interpretation provides clarification
related to accounting for uncertainty in income taxes recognized in an
enterprise's financial statements in accordance with FASB Statement No.
109, "Accounting for Income Taxes." This Interpretation is effective for
fiscal year 2008. Adoption of FASB Interpretation No. 48 is not expected to
have a material impact on the Company's financial position, results of
operations and cash flows.

In June 2006, the Emerging Issues Task Force (EITF) issued Issue No. 06-3,
"How Taxes Collected from Customers and Remitted to Governmental Authorities
Should Be Presented in the Income Statement (That is, Gross versus Net
Presentation)" (EITF 06-3). EITF 06-3 is effective for fiscal year 2008.
The adoption of EITF 06-3 will have an immaterial impact on our financial
position, results of operations and cash flows.


Note 3 - Short-Term Investments

In January 2007, the Company reinvested $100,000 in a 180-day certificate
of deposit at an interest rate of 5.175%. The maturity date is July 19,
2007. The Company invested in an additional $100,000 certificate of
deposit on March 7, 2007 for 180 days at an interest rate of 5.15%. The
maturity date is October 7, 2007.





Note 4 - Inventories

Components of inventories are as follows:

<TABLE>
                           2007        2006
                        ---------   ---------
    <S>                 <C>         <C>
	Raw materials     $  40,244   $  47,943
	Work-in-process      10,134       9,259
	Finished goods        6,160       4,139
                        ---------   ---------
                        $  56,538   $  61,341
                        =========   =========

</TABLE>

Note 5 - Income Taxes

The components of the net deferred income tax assets as of April 30
are as follows:

<TABLE>
                                                 2007      2006
                                              ---------  ---------
    <S>                                       <C>        <C>
	Total deferred tax assets
		Net operating loss carryforward    $     -    $  7,508
		Other                                6,583       2,996
	Valuation allowance recognized            (6,583)    (10,504)
                                               -------    --------
		Net deferred income tax assets     $     -    $      -
                                               =======    ========
</TABLE>


Deferred income tax assets result primarily from net operating loss
carryforwards, valuation allowances for inventories and accounts
receivable and expenses not deductible for tax purposes until paid.


<PAGE>

                              Biosynergy, Inc.

                               Balance Sheets

                          April 30, 2007 and 2006
--------------------------------------------------------------------------------

Note 5 - Income Taxes (Continued)

The provision for income taxes consists of the following components:

<TABLE>
                                    2007       2006     2005
                                  -------   -------- ---------
  <S>                             <C>       <C>      <C>
	Current
		Federal               $26,000   $     -   $     -
		State                   7,500         -         -

                                  $33,500   $     -   $     -

	Deferred
		Federal               $ 3,043   $ 5,759   $(5,000)
		State	                    878     1,661    (1,442)
		Change in Valuation
		  Allowance            (3,921)   (7,420)    6,442
			  	          -------   -------   -------
                                  $     -   $     -   $     -
                                  -------   -------   -------
	Provision for Income Taxes  $33,500   $     -   $     -
                                  =======   =======   =======
</TABLE>

<PAGE>

                              Biosynergy, Inc.

                               Balance Sheets

                          April 30, 2007 and 2006
--------------------------------------------------------------------------------

Note 5 - Income Taxes (Continued)

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

<TABLE>
                                                    Year Ended April 30,
                                                 2007      2006       2005
                                               -------   -------    -------
   <S>                                         <C>       <C>        <C>
	U.S. federal statutory tax rate            34.0%     34.0%    (34.0)%
	State income tax expense, net of
	  federal tax benefit                       3.0         -         -
	Effect of graduated federal tax rates     (14.3)     (8.5)     11.6
	Change in valuation allowance              (2.4)    (25.5)     22.4
                                               -------   -------    ------
	Consolidated Effective Tax Rate            20.3%        -%        -%
                                               =======   =======    ======
</TABLE>

As of April 30, 2007, the Company had utilized all of its net operating loss
carryforwards. A valuation allowance was established as of April 30, 2007
and 2006 for the deferred tax benefit related to those loss carryforwards
and other deferred tax assets for which it is considered more likely than
not that the benefit will not be realized.


Note 6 - Stock Options

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, stockholder approval.
On May 9, 2001, this option was exercised to the extent of 269,000 shares
resulting in additional paid-in capital of $6,725. This option was to expire
on November 12, 2001; however, upon the expiration date, the Company extended
the option to Mr. Suzuki to purchase all or a portion of the remaining 2,731,000
shares of the Company's common stock at a purchase price of $.025 per share to
November 12, 2004. On September 30, 2002, this option was exercised to the
extent of 140,000 shares resulting in additional paid-in capital of $3,500.
This option was scheduled to expire on November 12, 2004; however, it was
extended for two years to November 12, 2006. On November 11, 2006, this option
was exercised to the extent of 720,000 shares resulting in additional paid-in-
capital of $18,000. The option to purchase the remaining shares expired on
November 12, 2006 and was not extended by the Company.




Note 6 - Stock Options (Continued)


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. The Company estimates that the price at which the option was granted
to the President, was at or above market value per share of common stock on
the date of grant and also on the subsequent dates of extension, based on the
limited historical trade activity.


The option extended on November 12, 2004 did not result in any fair value
using the Black-Scholes option-pricing model. Therefore, no pro forma net
loss or loss per share is applicable. In order to arrive at this determination,
using the Black-Scholes option-pricing model, the following weighted-average
assumptions were used for the period ended April 30, 2005:

<TABLE>
                                          Expected            Risk-Free
                    Options     Exercise  Life      Dividend  Interest
Date of Issuance    Issued      Price    (Years)    Yield     Rate       Volatility
-----------------  ----------  --------- --------- ---------- ---------- ----------
<S>                <C>         <C>       <C>       <C>        <C>        <C>
November 12, 2004   2,731,000   $ .025      3         - %       5.0%        .001

</TABLE>



Note 7 - Related Party Transactions

The Company and its affiliates are related through common stock ownership
as follows as of April 30, 2007:


<TABLE>
                                             Stock of Affiliates
                                                  F.K. Suzuki
                                      Biosynergy, International,  Medlab,
                                         Inc.        Inc.          Inc.
                                      ----------- -------------- ---------
<S>                                   <C>         <C>            <C>
	F.K. Suzuki International, Inc.    30.1%        -  %        100.0%
	Fred K. Suzuki, Officer             4.1        35.6            -
	Lauane C. Addis, Officer             .1        32.7            -
	James F. Schembri, Director         8.6          -             -
	Mary K. Friske, Officer              .3          .2            -
	Laurence C. Mead, Officer            .4         4.0            -
	Beverly R. Suzuki, Officer          2.7          -             -

</TABLE>

As of April 30, 2007 and 2006, $19,699 and $24,136, respectively, was due from
F.K. Suzuki International, Inc. (FKSI). These balances result from an
allocation of common expenses charged to FKSI offset by advances received from
time to time. No interest income is received or accrued by the Company. As of
April 30,2006, the financial condition of FKSI was such that it will unlikely
be able to repay the Company without liquidating a portion of its assets,
including a portion of its ownership in the Company. As a result, $19,699 of
the total receivable balance was reclassified as a contra equity account as
of April 30, 2006. The remainder of the balance of $4,437 was shown as a
current receivable as of April 30, 2006 and was repaid by FKSI in 2007.





Note 7 - Related Party Transactions (Continued)

During the fiscal year ended April 30, 2007, the Company sold its 2002 Honda
Accord automobile to Mr. Suzuki for $11,000. Mr. Suzuki transferred a 1992
Cadillac automobile, valued at $1,500, to the Company as part of the purchase
price for the 2002 Honda Accord. The Company used the 1992 Cadillac as a
trade-in on a new 2007 Honda Accord. The values of the 2002 Honda Accord
sold to Mr. Suzuki and the 1992 Cadillac transferred by Mr. Suzuki to the
Company were determined by an independent third party automobile dealer.


Note 8 - Lease Commitments

In 2006, the Company entered into a five-year extension of the lease agreement
for its current facilities, which expires on January 31, 2011. The base rent
under the extended lease escalates over the life of the lease. However, rent
expense is recorded on a straight-line basis as required by accounting
principles generally accepted in the United States of America. As of
April 30, 2007, the Company's approximate total future minimum lease
payments are as follows:

	Year Ending April 30:
                       2008   $ 68,490
                       2009     70,545
                       2010     72,661
                       2011     55,712
                              --------
                    Total     $267,408

Also included in the lease agreement are escalation clauses for the lessor's
increases in property taxes and other operating expenses. Rent expense was
$70,081, $73,125 and $74,140 for the fiscal years ended April 30, 2007,
2006 and 2005, respectively.


Note 9 - Major Customers

Shipments to one customer amounted to approximately 40%, 39% and 41% of
sales in fiscal years 2007, 2006 and 2005, respectively. As of April 30,
2007 and 2006, there were outstanding accounts receivable from this customer
of approximately $64,365 and $86,815, respectively. Shipments to another
customer accounted for 13% of sales in fiscal 2007. As of April 30, 2007,
there were outstanding accounts receivable from this customer of
approximately $18,905.