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

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


                      For the fiscal year ended 4/30/05
                                                ---------
                                       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 Identification No.)
 incorporation or organization)

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/A or any
amendment to this Form 10-KSB/A [X]

State issuer's revenue for its most recent fiscal year: $764,367.
                                                       ----------
The aggregate market value of the voting stock and non-voting stock held by
non-affiliates of the issuer on April 30, 2005 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, 2005 was
14,215,511.

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 2005, the Company experienced an increase in
sales.  The Company's sales of $764,367 were the highest since Fiscal 1982.
However, the Company realized a loss of $28,815 for the fiscal year ending
April 30, 2005 compared to a loss of $22,897 for Fiscal 2004 and a loss of
$5,516 for Fiscal 2003.  See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

The Company did not introduce any new products in Fiscal 2005.  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 2005.  However, 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, 2005, 2004 and 2003.  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, 2005, 2004 and 2003.


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

Medical and Laboratory                 Sales of       Percentage of
Products                               Products       Total Sales
----------------------------          ----------     -----------------
<TABLE>
<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 +                      7,079.50           .9%
Accessories

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(2)       100.0%
</TABLE>



                                       Fiscal Year Ending
                                           April 30, 2004
                                     -----------------------

Medical and Laboratory                 Sales of       Percentage of
Products                               Products        Total Sales
-------------------------             ----------      --------------
<TABLE>
<S>                            <C>                    <C>
HemoTempR II BMD                      $652,705.00         87.9%

TempTrendR TI                           40,685.00          5.5%

HemoTempR BMD                           14,566.00          1.9%

Hemo-CoolTM JR II                       13,799.00          1.8%

HemoTempR II Activator                   8,634.00          1.2%

TempTrendR II TTD                        5,081.00           .7%

LabTempR 40 ST                           2,669.00           .4%

Hemo-CoolTM JR + Accessories             1,844.00           .2%

StaFreezR FTI                            1,441.00           .2%

LabTempR 20 ST                             790.00           .1%

Miscellaneous (1)                          125.00           .1%
                                      ---------------    ------
                                      $742,339.00(2)     100.0%
</TABLE>


                                    Fiscal Year Ending
                                        April 30, 2003
                                  -----------------------

Medical and Laboratory               Sales of       Percentage of
Products                             Products        Total Sales
----------------------------        ----------      ---------------
<TABLE>
<S>                            <C>                  <C>
HemoTempR II BMD                      $585,503.00         86.7%

TempTrendR TI                           34,645.00          5.1%

HemoTempR BMD                           15,617.00          2.3%

HemoTempR II Activator                  15,526.00          2.3%

TempTrendR II TTD                        8,396.00          1.2%

Hemo-CoolTM JR + Accessories             5,601.00           .8%

Hemo-CoolTM Jr II &                      3,865.00           .6%
Accessories

LabTempR 40 ST                           2,795.00           .4%

StaFreezR FTI                            1,841.00           .3%

LabTempR 20 ST                           1,624.00           .3%
                                     -------------       ------
                                      $675,413.00(2)     100.0%
</TABLE>


----------------------------------
(1) Includes sales of Liquid Crystal Sheets, Digital Thermometers, and
special order thermometric and thermographic consumer and laboratory products.
(2) 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, 2005 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(degree) C., and not allowed to exceed 10(degree) 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 1-12(degree) 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 4o C.  After being
activated, the  irreversible indicator remains blue colored for at least 72
hours unless the blood is warmed to a temperature of 10o 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 1-9o 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  90.5-98.9o 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(degree) C., LabTempR 40 STI monitors
temperatures between 19-21 and 24-41o C., while LabTempR 60 STI measures
temperatures between 41-61o 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(degree) C.  Once the frozen product exceeds -20o 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. and 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.  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
anticipates continued manufacturing of these and additional specialty
products in the future.

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 the development of these compounds is in its initial stages,
and 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 (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, Hemo-CoolTM Jr. and 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 twenty-nine 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.

Because of these conditions, the Company historically was forced to rely
heavily 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 2005,
Fisher accounted for 41.02% of the Company's sales.

In June, 2003, the Company added Cardinal Health, Inc. ("Cardinal") as a
distributor.  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.  Although it is difficult to predict the
ultimate success of Fisher, Cardinal and other distributors in selling the
Company's products, management believes distributors will continue to be an
important part of the Company's sales and distribution system.

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, "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.
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.  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, 2005, the Company had $422,762 of current assets available.
Of this amount, $66,263 was inventory, $130,228 was net trade receivables,
and $202,419 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, 2006 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 41.02% of the Company's net sales
during the fiscal year ending April 30, 2005.  No other customer or
distributor accounted for 10% or more of the Company's net sales during the
past fiscal year.  At April 30, 2005, Fisher owed the Company $80,676.
Management believes the loss of this distributor would materially reduce the
revenues of the Company until the Company could retain the services of
another major product distributor or the end users serviced by Fisher begin
ordering directly from the Company.

Backlogs.  The Company had $5,926 in backorders at April 30, 2005 compared
to $5,740 at April 30, 2004.

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, there are no other
competitors who market an infinitely thin liquid crystal temperature
indicator.  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,
DeltaTrack, Inc. under the trade name WarmMarkTM, Technical Industrial
Products ("TIP") under the trade name ThermaxR, and Medical Indicators, Inc.
under the trade name NexTempR, 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 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 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.), 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 2005, 2004 and 2003, the Company
spent $110,600, $110,118 and $128,221, 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 $17,664 during the last fiscal year, and export
sales of $10,050 and $13,290 during the fiscal years ending in 2004 and
2003, 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 2006.

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


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, 2006.  Management
intends to negotiate an extension of such lease.  However, the outcome of
the negotiations cannot be certain and there is no assurance the
negotiations will be successful.  In the event the negotiations are not
successful, the Company may be required to move its facilities or pay rent
in excess of market rates which, in either case, will have a negative impact
on the earnings of the Company.  See Footnote 8 of the "Financial Statements."

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 interest in entities during 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.  During
Fiscal 2000, trades of the common stock of the Company were also reported on
the OTC Bulletin Board ("OTCBB").  The Company's common stock was deleted
from the OTCBB on April 4, 2000 because the Company did not have current
audited financial information on file with the Securities and Exchange
Commission.  Trading and pricing information for Fiscal 2003, 2004 and 2005
is not available to the Company.

Holders.  As of April 30, 2005, there were approximately 853 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.  See "Item 10. Executive
Compensation."  The following table sets forth the aggregate number of
shares to be issued upon exercise of the option, the weighted average
exercise price and the number of additional shares remaining for future
issuance:


<TABLE>
<S>                                       <C>              <C>
<C>
Plan Category                             Number of        Weighed average
Number of
                                          shares to be     exercise price of
shares
                                          issued upon      outstanding
remaining
                                          exercise of      options, warrants
available
                                          outstanding      and rights
for
                                          options,
future
                                          warrants and
issuance
                                          rights

                                           (a)              (b)
(c)

Equity compensation plans approved by      none             none
none
security holders

Equity compensation plans not approved by  2,591,000        $.025
none
security holders (1)

Total                                      2,591,000        $.025
none
</TABLE>

(1)  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.  The
extended option remains subject to several contingencies, including, but not
limited to, stockholder approval.  There were options outstanding for
2,591,000 shares as of April 30, 2005.

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, 2005 were
$22,028, or 2.97%, higher than the previous fiscal year, and $88,954, or
13.17%, higher than the fiscal year ending in 2003.  The increase in sales
during Fiscal 2005 was primarily due to increased sales of the Company's
HemoTempR II blood temperature indicators.  The Company experienced an
increase of $28,560, or 4.38%, in sales of its HemoTempR II product in
Fiscal 2005 as compared to Fiscal 2004, and an increase of $95,762 or16.36%
as compared to Fiscal 2003.

Other Revenues.  Interest income for Fiscal 2005 was $1,575 more than fiscal
2004 due to  investments of available cash in a certificate of deposit dated
August 3, 2004 with a maturity date of January 30, 2005.  On January 30,
2005, the Company reinvested in a certificate of deposit with a new maturity
date of July 29, 2005.  The Company realized $1,978 in miscellaneous income
from subleasing a portion of the Company's storage space.

Costs and Expenses.  Overall costs and expenses for the fiscal year ending
April 30, 2005 increased by $28,621 compared to the fiscal year ending in
2004, and increased by $68,083 compared to the fiscal year ending in 2003.
The increase in operating costs and expenses for Fiscal 2005 was generally
related to increased production expenses, increased salaries and employee
expenses.  Generally, with the exception of the above expenses, the overhead
of the Company has remained 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
those of the last fiscal year.

Cost of Sales.  As a percentage of net sales, the cost of sales was 33.18%
for the fiscal year ending April 30, 2005, 33.89% for the fiscal year ending
in 2004 and 31.46% for the fiscal year ending in 2003.  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 2005 by $482 or .44%, as compared
to the fiscal year ending in 2004, and decreased by $17,621, or 13.75%, as
compared to the fiscal year ending in 2003.  The overall decrease from
Fiscal 2003 is due to one less part-time employee and fewer supplies for
Research and Development testing.  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 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 $95,812 in 2005
and $88,359 in 2004, as compared to $79,198 for the fiscal year ending in
2003.  The increase for fiscal 2005 was primarily due to increased employee
health insurance costs, labor costs and printing and advertising materials.
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 $18,638 as compared to the 2004 fiscal
year, and increased by $69,090 as compared to the fiscal year ending in
2003.  The increase was primarily the result of increases in salaries and
vacation benefits, related employment expenses including health insurance,
and expenses related to new securities regulations.  Except for unforeseen
extraordinary items and legal and accounting fees, it is unlikely general
and administrative expenses will materially change during Fiscal 2006.

Net Income/Loss.  The Company experienced a net loss of $28,815 as compared
to a net loss of $22,897 for Fiscal 2004 and a net loss of $5,516 for Fiscal
2003.  Although the Company experienced increased revenues during each of
these years, the Company's expenses significantly increased as discussed
above resulting in operating losses.  See "Net Sales and Costs and Expenses"
above.

As of April 30, 2005, the Company had net operating loss carryovers
aggregating approximately $65,000.  See "Financial Statements," for the
effect of the net operating loss carryforwards on the Company's income tax
position.  The Tax Reform Act of 1986 did not alter the Company's net
operating loss carryforward position, and the net operating loss
carryforwards will be available and expire, if not used, as set forth in
Footnote 5 to the Financial Statements for the year ending April 30, 2005.
See "Financial Statements."

Assets.  Since April 30, 2004, the Company's assets have decreased by
$25,855.  This is primarily due to decreased cash resulting from the
Company's loss position and use of cash for patent expenses. Other changes
in specific items do not reflect transactions outside the ordinary course of
business.

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.  This option
will expire on November 12, 2006.  See "Executive Compensation"

The Company was owed $22,912 by F.K. Suzuki International, Inc. ("FKSI"), an
affiliate, at April 30, 2005 and $22,652 at April 30, 2004.  This account
primarily represents common expenses which are charged by the Company to
FKSI for reimbursement.  These expenses include certain office expenses,
general operating expenses and legal fees.  See "Financial Statements."
These expenses are incurred in the ordinary course of business.  Although
management believes it is cost effective to share common expenses with FKSI,
the Company has reduced the amount of advances and common expenses charged
to FKSI until FKSI is in a position to reimburse the Company.
Collectability of the amounts due from FKSI cannot be assured without the
liquidation of all or a portion of its assets, and thus such receivable has
been classified as a non-current asset.


Liabilities.  The Company's overall liabilities have increased by $2,960
since April 30, 2004.  This increase represents 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, 8.88 to 1, has decreased from 10.34 to 1 at April 30, 2004. 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 a decrease in current assets.  In
order to maintain the Company's asset/liability ratio, the Company's
operations must return to profitability.

Liquidity and Capital Resources.  During the fiscal year ending April 30,
2005, the Company had a decrease in net working capital of $41,793.  The
decrease in net working capital is primarily due to the Company's operating

losses sustained in fiscal 2005 and the use of cash assets for patent expenses.

The Company has attempted to conserve working capital whenever possible.  To
his 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 used by operating activities was $27,158 during Fiscal 2005.  Cash used
by operating activities was $25,468 during Fiscal 2004 and cash provided by
operating activities was $11,725 during Fiscal 2003.  An aggregate of
$24,299 was also used for equipment purchases, patent expenses and advances
to affiliated companies during Fiscal 2005.  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, 2005, the Company had $422,762 of current assets available.
Of this amount, $23,177 was prepaid expenses, $66,263 was inventory,
$130,228 was net trade receivables, and $202,419 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, 2005.  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 - The Company accounts for its stock options in accordance
with the provisions of Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations, and
has elected to follow the "disclosure only" alternative prescribed by SFAS
No. 123.

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, 2005, 2004
and 2003, 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, 2005, 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)     Within the 90 days prior to the date of filing this Form 10-KSB/A, 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.

(d)     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.  It is the opinion of the Audit Committee that
such controls, policies and procedures are effective to ensure that material
information regarding the Company is presented in this Annual Report.

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:

                        Positions                       Served in
Name              Age   with Company                    Office Since
--------------    ---   ---------------------           ------------------
Fred K. Suzuki    75    President, Chief                February, 1976 (1)
                        Executive Officer,
                        Treasurer, Director of
                        Research and Development,
                        Director of Marketing
                        and Sales, and Chairman
                        of the Board of Directors

Mary K. Friske    45    Vice President -                September, 1993
                        Administration,
                        Manager of Sales

Laurence Mead     43    Vice President -                April, 1994
                        Manufacturing, Chief
                        Operating Officer, Chief
                        Accounting Officer,
                        Manager of Financial
                        and Product Development

Beverly R. Suzuki 70    Vice President - Customer       June, 2005
                        Support

Lauane C. Addis   49    Corporate Counsel,              February, 1984
                        Secretary and                   December, 1985
                        Director                        February, 1987

James F. Schembri 70    Director                        November, 1990

------------------------------
(1) 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 one Form 4 from Fred K. Suzuki, President, on December 17, 2004,
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 2005 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, 2005.

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, 2005, 2004 and 2003 paid to the Chief Executive
Officer.  None of the Company's other executive officers received annual
salaries and bonuses for such fiscal years exceeding $100,000.
<TABLE>
                               Summary Compensation Table
                               --------------------------
<CAPTION>
                        Annual Compensation                 Long Term
Compensation/Awards
                -----------------------------------  ---------------------------
-----------------
Name and                             Other           Restricted Securities
Principal                            Annual          Stock      Underlying
LTIP    All Other
Position        Year  Salary  Bonus  Compensation(1) Awards(2)  Options/SARS
Payouts Compensation
----------      ---- ------- ------- --------------- ---------  ------------ ---
---- ------------

             <C>  <C>     <C>     <C>             <C>        <C>          <C>
<C>
Fred K. Suzuki, 2005 $89,275 $6,000         -            -           -
-         -
President,      2004 $84,750 $10,000        -            -           -
-         -
Chairman of     2003 $80,000 $5,000         -            -           -
-         -
the Board
and Chief
Executive
Officer
</TABLE>
------------------------------
(1) 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.

(2) See "Stock Options" below.

All officers and directors are reimbursed for out-of-pocket expenses
incurred in connection with the Company's business.  Messrs.  Suzuki, Addis
and Schembri are not remunerated in their capacities as directors.  See,
however, "Certain Relationships and Related Party Transactions."

The Company does not have any pension or profit sharing plans in effect for
the benefit of its employees, including its officers and directors.  Such
plans may be adopted in the future if deemed in the best interests of the
Company by its Board of Directors.

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.  The option is subject
to several contingencies including, but not limited to, stockholder
approval.  The following table sets forth the aggregate value as of April
30, 2005 of unexercised options held by Mr. Suzuki.

                  Aggregated Option/SAR Exercises in Last Fiscal Year
                           and Fiscal Year-End Option/SAR Values
                  ---------------------------------------------------
                                       Number of           Value of
                                       Shares underlying   Unexercised
                                       Unexercised         In-the-Money
                                       Options at          Options/SARS
             Shares                    Fiscal Year         At Fiscal
             Acquired                  End (#)             Year-End
             On            Value       Exercisable/        Exercisable/
Name         Exercise (#)  Realized    ($) Unexercisable   Unexercisable
------------ ------------  ---------   -----------------   -------------
Fred K.
Suzuki
President
and
Chairman of
the Board

Stock
Option I(1)   140,000         0            2,591,000/0       $0/0

------------------------
(1) 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.

Compensation Committee.  The Company does not have a Compensation Committee
of its Board of Directors.  The Board of Directors makes all decisions
concerning the President's compensation including, but not limited to, the
granting of options to acquire common stock of the Company.  The President
of the Company, Fred K. Suzuki, has the sole authority, as granted by the
Board of Directors, to make compensation decisions for other employees of
the Company other than the granting of Options to acquire securities of the
Company.  The directors of the Company received no compensation for service
to the Company in such capacity, but are reimbursed for their out of pocket
costs and expenses.

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

The following table sets forth information as of April 30, 2005, 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.

                                        Amount and Nature
                Name and Address        of Beneficial        Percent of
Title of Class  of Beneficial Owner     Ownership            Class
--------------  -------------------     -----------------    ----------
Common Stock    Fred K. Suzuki          4,906,146 shares     34.51%
                710 S. Kennicott        of record and
                Arlington Heights,      beneficial (1)
                Illinois 60005


Common Stock    F.K. Suzuki Inter-      4,497,146 shares     31.63%
                national, Inc.          record and bene-
                1940 E. Devon Ave.      ficial
                Elk Grove Village, IL
                60007

Common Stock    Lauane C. Addis         4,506,146 shares     31.70%
                1819 Orleans Circle     record and bene-
                Elk Grove Village, IL   ficial (2)
                60007

Common Stock    James F. Schembri       1,799,500 shares     12.66%
                19115 W. Eight Mile Rd. of record and
                Detroit, MI 48219       beneficial (3)

Common Stock    Mary K. Friske (4)      1,000 shares of        .01%
                940 Bradley Court       record and
                Palatine, IL 60074      beneficial

Common Stock    Laurence C. Mead (5)    1,250 shares of        .01%
                1151 Warwick Cir. North record and
                Hoffman Estates IL      beneficial
                60194

Common Stock    All directors and       6,716,896            47.25%
                officers as a
                group (5 members)

----------------------
(1)     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 409,000 shares of the company's common stock;
however he is deemed to be beneficial owner by reason of voting and
disposition control 4,497,146 shares which are owned by FKSI.  The above
table does not include an option for Mr. Suzuki to acquire 2,591,000 shares
of the Company's common stock at $0.025 per share.  See "Executive
Compensation" and "Certain Relationships and Related Transactions."

(2)     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 31.63% 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.

(3)     Included in the shares owned beneficially by Mr. Schembri are 35,000
shares held in Mr. Schembri's individual retirement account for the benefit
of Mr. Schembri and 508,000 shares owned in joint tenancy with Mr.
Schembri's son.

(4)     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 31.63% of the common stock
of the Company.

(5)     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 31.63% of the common stock of the Company.

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, 2005, the Company shared common
office expenses, including legal fees, with F.K. Suzuki International, Inc.
("FKSI").  It is believed by management that by sharing these common
expenses with FKSI, they will be reduced and kept at minimum levels.  As of
April 30, 2005, FKSI owed $22,912 to the Company in connection with the
shared common expenses.  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. See "Executive Compensation."

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 2005, the Company paid $19,434.46
in legal fees to the law firm, some of which inured to the benefit of Mr.
Addis in the form of distributions.  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, 2005 and 2004.

        Statements of operations for the fiscal years ending April 30,
        2005, 2004 and 2003.

        Statements of Shareholders' Equity (Deficit) for the fiscal years
        April 30, 2005, 2004 and 2003.

        Statements of Cash Flows of the Company for fiscal years ending
        April 30, 2005, 2004 and 2003.

        Notes to financial statements.

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

        No financial schedules for the fiscal years ending April 30, 2005,
        2004 and 2003 are submitted.

       Except as listed above, there are no financial statement schedules
       required to be filed by Item 8 of this Form 10-KSB/A 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(1)

               b.     By-Laws(1)

     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 (2)

      (b)  Amended Stock Option Agreement, dated November 12, 2004, between
the Company and Fred K. Suzuki (3)

     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
---------------------------
(1)  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.

(2) 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.

(3) 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, 2005, and it has acted as auditors for the
Company since May 1, 2002.

Audit Fees.  Fees billed by Blackman Kallick Bartelstein, LLP totaled
$41,274 for the year-ended April 30, 2005 and $50,290 for the year-ended
April 30, 2004.  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, 2005, Blackman Kallick
Bartelstein, LLP billed the Company $2,750 for professional fees related to
tax services rendered to the Company.  Blackman Kallick Bartelstein, LLP
billed the Company $3,553 for any professional fees related to tax services
during the fiscal year ending April 30, 2004.

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, 2005 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, 2005 and April 30, 2004.



                               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 29, 2005
----------------------------------    --------------------
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 29, 2005
-----------------------------------   ---------------------
Fred K. Suzuki, Chairman of the       Date
Board of Directors, Chief Executive
Officer, President and Treasurer

/s/ Lauane C. Addis                   July 29, 2005
-----------------------------------   ---------------------
Lauane C. Addis, Secretary            Date
and Director








                              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/A 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 29, 2005

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





                                    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/A 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 29, 2005

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





                               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/A for the year ending April 30, 2005, 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, 2005, 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 29, 2005






                             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/A for the year ending April 30, 2005, 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, 2005, and for the period then
ended.

Biosynergy, Inc.

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

Dated: July 29, 2005

<PAGE>




















                       Biosynergy, Inc.

                Financial Statements for the
                 Years Ended April 30, 2005,
                        2004 and 2003






                        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		              7-12



       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, 2005 and 2004, and the
related statements of operations, stockholders' equity and
cash flows for each of the three years in the period ended
April 30, 2005.  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, 2005 and 2004,
and the results of its operations and its cash flows for
each of the three years in the period ended April 30, 2005,
in conformity with accounting principles generally accepted
in the United States of America.


                       /S/Blackman Kallick Bartelstein, LLP


June 24, 2005
Chicago, Illinois



<PAGE>

                       Biosynergy, Inc.

                        Balance Sheet



                           Assets
                           ------

<TABLE>
                                                           2005         2004
                                                        ----------   ----------
<S>                                                     <C>          <C>
Current Assets
	Cash                                              $ 102,419    $ 254,477
        Short-term investment	                            100,000            -
	Accounts receivable - Trade (Net of allowance for
	  doubtful accounts of $500 in 2005 and 2004)	    130,228	     126,524
	Inventories			                             66,263       61,355
	Prepaid expenses                                     23,177       19,239
	Interest receivable                                     675            -
                                                        ---------    ---------

				Total Current Assets              422,762      461,595
                                                        ---------    ---------
Due from Affiliate                                         22,912       21,652
                                                        ---------    ---------
Equipment and Leasehold Improvements
	Equipment                                           161,508	     155,014
	Leasehold improvements                               16,497       15,896
                                                        ---------    ---------

                                                          178,005      170,910
	Less accumulated depreciation and amortization      149,325      137,471
                                                        ---------    ---------
	Total Equipment and Leasehold Improvements           28,680       33,439
                                                        ---------    ---------

Other Assets
	Patents pending                                      51,270       34,725
	Deposits                                              5,947        6,015
                                                        ---------    ---------
				Total Other Assets                 57,217       40,740
                                                        ---------    ---------
                                                        $ 531,571    $ 557,426
                                                        =========    =========
</TABLE>




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

<TABLE>
                                                          2005          2004
                                                        ---------    ---------
<S>                                                     <C>          <C>
Current Liabilities
	Accounts payable                                  $  11,449    $  10,028
	Accrued compensation and payroll taxes               13,042       10,997
	Deferred rent                                         1,320        3,080
	Other accrued expenses                                    -        3,828
	Accrued vacation                                     21,777       16,695
                                                        ---------    ---------
				Total Current Liabilities          47,588       44,628
                                                        ---------    ---------
</TABLE>



<TABLE>


<S>                                                    <C>          <C>
Stockholders' Equity (Deficit)
  Common stock - No par value; authorized - 20,000,000
    shares; issued - 14,215,511 shares                  642,988      642,988
  Accumulated deficit                                  (159,005)    (130,190)
                                                       ---------    ---------
		Total Stockholders' Equity                  483,983      512,798
                                                       ---------    ---------
                                                       $531,571     $557,426
                                                       =========    =========
</TABLE>


<PAGE>
                           Biosynergy, Inc.
                       Statement of Operations
             Years Ended April 30, 2005, 2004 and 2003


<TABLE>
                                      2005        2004        2003
                                  ----------  ----------  ----------
<S>                               <C>         <C>         <C>
Net Sales                         $  764,367  $  742,339  $  675,413

Cost of Sales                        253,644     251,596     212,492

Gross Profit                         510,723     490,743     462,921

Operating Expenses
  Marketing                           95,812      88,359      79,198
  General and administrative         336,679     318,041     267,589
  Research and development           110,600     110,118     128,221

    Total Operating Expenses         543,091     516,518     475,008

Loss from Operations                 (32,368)    (25,775)    (12,087)

Other Income
  Interest income                      1,575           -       4,573
  Other income                         1,978       2,878       1,998

    Total Other Income                 3,553       2,878       6,571

Net Loss                          $  (28,815) $  (22,897) $   (5,516)

Net Loss Per Common Share -
  Basic and Diluted	          $        -  $        -  $        -
                                  ==========  ==========  ==========
Weighted-Average Common Shares
 Outstanding		          14,215,511  14,215,511  14,156,856
                                  ==========  ==========  ==========

</TABLE>



<PAGE>


                            Biosynergy, Inc.
                    Statements of Stocholders' Equity
                Years Ended April 30, 2005, 2004 and 2003



<TABLE>


                                                Additional
                          Common Stock          Paid-In    Accumulated
                          Shares        Amount  Capital    Deficit      Total
                         ------------- -------- ---------- ----------- --------
<S>                      <C>           <C>      <C>        <C>         <C>
Balance, April 30, 2002     14,075,511 $639,388 $      100 $ (101,777) $537,711

Stock Option Exercise          140,000    3,500          -          -     3,500

Net Loss                             -        -          -     (5,516)   (5,516)
                         ------------- --------- --------- ----------- ---------

Balance, April 30, 2003     14,215,511   642,888       100   (107,293)  535,695

Other                                -       100      (100)         -         -

Net Loss                             -         -         -    (22,897)  (22,897)
                         ------------- --------- ---------- ---------- ---------

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

</TABLE>



<PAGE>
                         Biosynergy, Inc.
                    Statements of Cash Flows
            Years Ended April 30, 2005, 2004 and 2003


<TABLE>
                                                         2005       2004
2003
                                                     ----------- ----------- ---
--------
<S>                                                  <C>         <C>         <C>
Cash Flows from Operating Activities
  Net loss                                           $  (28,815) $  (22,897) $
(5,516)
                                                     ----------- ----------- ---
--------
  Adjustments to reconcile net loss to cash
    (used in) provided by operating activities
       Depreciation and amortization                     11,917      10,910
9,633
       Changes in assets and liabilities
         Accounts receivable                             (3,704)    (14,904)
9,634
         Interest receivable                               (675)          -
815
         Inventories and prepaid expenses                (8,760)      2,949
(10,146)
         Deposits                                            68           -
-
         Accounts payable and accrued expenses            2,811      (1,526)
7,305
                                                     ----------- ----------- ---
--------
            Total Adjustments                             1,657      (2,571)
17,241
                                                     ----------- ----------- ---
--------
            Net Cash (Used in) Provided by
             Operating Activities                       (27,158)    (25,468)
11,725
                                                     ----------- ----------- ---
--------
Cash Flows from Investing Activities
  Advances to affiliate                                  (1,260)     (1,953)
(267)
  Purchase of equipment                                  (6,494)    (21,142)
(1,316)
  Purchase of leasehold improvements                       (601)       (756)
-
    Patents pending                                     (16,545)     (5,716)
(17,020)
    (Purchase) proceeds from sale of short-term
      investments                                      (100,000)          -
275,016
                                                     ----------- ----------- ---
--------
            Net Cash (Used in) Provided by
             Investing Activities                      (124,900)    (29,567)
256,413
                                                     ----------- ----------- ---
--------
Net Cash Provided by Financing Activities -
  Proceeds from exercise of stock option by officer           -           -
3,500
                                                     ----------- ----------- ---
--------
(Decrease) Increase in Cash                            (152,058)    (55,035)
271,638

Cash, Beginning of Year                                 254,477     309,512
37,874
                                                     ----------- ----------- ---
--------
Cash, End of Year                                     $ 102,419   $ 254,477   $
309,512
                                                     =========== ===========
===========


</TABLE>


<PAGE>
                           Biosynergy, Inc.
                     Notes to Financial Statements
                 Years Ended April 30, 2005, 2004, 2003


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 87-89% 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 allowances 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.  Significant leasehold improvements are capitalized and
amortized over 10 years or the term of the lease, if less; equipment
is depreciated over 3 to 10 years.

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.


Note 2 - Summary of Significant Accounting Policies (Continued)

Stock Options
-------------
In December 2002, the Financial Accounting Standards Board (FASB)
issued, and the Company adopted, SFAS No. 148, "Accounting for Stock-
Based Compensation - Transitions and Disclosure - an Amendment of FASB
Statement No. 123."  SFAS No. 148 amends the disclosure requirements
of the Financial Accounting Standards Board's SFAS No. 123,
"Accounting for Stock-Based Compensation" to require more prominent
disclosures in both annual and interim financial statements regarding
the method of accounting for stock-based employee compensation and the
effect of the method used on reported results.  The Company accounts
for its stock options in accordance with the provisions of Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees," and related interpretations and has elected to follow the
"disclosure-only" alternative prescribed by SFAS No. 123.
Accordingly, no employee compensation expenses had been recognized for
the above grant.  Had employee compensation expense for the grant been
recorded in the financial statements, consistent with provisions of
SFAS No. 123, net loss for fiscal years 2005, 2004 and 2003 would have
been the same.

<TABLE>
                                               Year Ended April 30,
                                        ---------------------------------
                                           2005        2004        2003
                                        ---------- ----------- ----------
<S>                                     <C>        <C>         <C>
  Net loss, as reported                 $ (28,815) $ (22,897)  $ (5,516)
  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 loss                 $ (28,815) $ (22,897)  $ (5,516)

</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.





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 loss
per common share is the same for the years ended April 30, 2005, 2004
and 2003, 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, 2005 and
2004, 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 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.)




Note 2 - Summary of Significant Accounting Policies (Continued)

Recent Accounting Pronouncements
--------------------------------
During December 2004, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 123R, "Share-Based
Payment" (SFAS 123R), which requires companies to measure and
recognize compensation expense for all stock-based payments at fair
value.  Stock-based payments include stock option grants and certain
transactions under other Company stock plans.  The Company granted
options to purchase common stock to its President.  SFAS 123R is
effective for all annual periods beginning after December 15, 2005.
The Company is currently evaluating the impact that the adoption of
SFAS 123R will have on its financial position, results of operations
and cash flows.


Note 3 - Short-Term Investment

In May 2002, the Company invested $250,000 in a 270-day certificate of
deposit at an interest rate of 2.2%.  This certificate of deposit
matured on February 24, 2003 and was not renewed.

In August 2004, the Company invested $100,000 in a 180-day certificate
of deposit at an interest rate of 1.8%.  This certificate of deposit
was renewed in January 2005 at an interest rate of 2.7%.  The maturity
date is July 29, 2005.


Note 4 - Inventories

Components of inventories are as follows:

<TABLE>
                        2005         2004
                      --------   ---------
<S>                   <C>        <C>
  Raw materials       $ 44,970   $  43,580
  Work-in-process        9,830       8,608
  Finished goods        11,463       9,167
                      --------   ---------
                      $ 66,263   $  61,355
</TABLE>



Note 5 - Income Taxes

The components of deferred income taxes are as follows as of April
30, 2005:

<TABLE>
                                             2005           2004
                                           ----------  -----------
<S>                                        <C>         <C>
   Deferred Tax Assets (Liabilities)
     Net operating loss
       carryforwards                       $    9,766  $    7,387
     Other                                      4,724       4,095

   Less:  Valuation allowance                 (14,490)    (11,482)
                                           ----------- -----------
          Net Deferred Tax Assets          $        -  $        -
                                           =========== ===========
</TABLE>

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,
                                          -----------------------
                                            2005    2004    2003
                                          ------- ------- -------
<S>                                       <C>     <C>     <C>
  U.S. federal statutory tax rate         (34.0)% (34.0)% (34.0)%
  Utilization of net operating loss
    carryforwards                             -       -       -
  Change in valuation allowance            34.0    34.0    34.0
                                          ------- ------- -------
  Consolidated Effective Tax Rate             - %     - %     - %

</TABLE>


As of April 30, 2005, the Company has approximately $65,000 of net
operating loss carryforwards expiring between 2006 and 2019 for U.S.
federal income tax purposes.  A valuation allowance has been
established as of April 30, 2005 and 2004 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 2 years to
November 12, 2006.  The extended option remains subject to several
contingencies including, but not limited to, stockholder approval.
There were 2,591,000 options outstanding as of April 30, 2005 and
2004.

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,
based on the limited historical trade activity.

The option extended on November 12, 2001 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, 2002:

<TABLE>
                                                            Risk-Free
                    Options  Exercise Expected Life         Dividend  Interest
Date of Issuance     Issued   Price      (Years)     Yield  Rate      Volatility
-----------------  --------- -------- ------------- ------- --------- ----------
<S>                <C>       <C>      <C>           <C>     <C>       <C>
November 12, 2001  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, 2005:

<TABLE>
                                         Stock of Affiliates
                                 ------------------------------------
                                               F.K. Suzuki
                                 Biosynergy,  International,  Medlab,
                                    Inc.           Inc.        Inc.
                                 -----------  --------------  -------
<S>                              <C>          <C>             <C>
F.K. Suzuki International, Inc.     31.6%            - %       100.0%
Fred K. Suzuki, Officer              2.9          35.6           -
Lauane C. Addis, Officer              .1          32.7           -
James F. Schembri, Director         12.6             -           -
Mary K. Friske, Officer               .1            .2           -
Laurence C. Mead, Officer             .1           4.0           -

</TABLE>

As of April 30, 2005 and 2004, $22,912 and $21,652, 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.

As of April 30, 2005, the financial condition of FKSI was such that it
will unlikely be able to repay the Company during the next year
without liquidating a portion of its assets, including a portion of
its ownership in the Company.


Note 8 - Lease Commitments

In 2001, the Company entered a five- year extension of the lease
agreement for its current facilities, which expires on January 31,
2006.  The base rent under the extended lease escalates over the life
of the lease.  Total rent payments for the year ending April 30, 2006
are $56,925.

Also included in the lease agreement are escalation clauses for the
lessor's increases in property taxes and other operating expenses.
Rent expense was $56,925, $74,250 and $73,700 for the fiscal years
ended April 30, 2005, 2004 and 2003, respectively.


Note 9 - Major Customers

Shipments to one customer amounted to approximately 41%, 43% and 44%
of sales in fiscal years 2005, 2004 and 2003, respectively.  As of
April 30, 2005 and 2004, there were outstanding accounts receivable
from this customer of approximately $80,676 and $77,245, respectively.