UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

 

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

SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended 4/30/13

 

OR

 

[ ] TRANSITION REPORT PURSUANT TO SECTION 13OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

FOR THE TRANSITION PERIOD FROM _________ TO __________

 

Commission file number 0-12459

 

**Biosynergy, Inc.**

(Exact name of registrant as specified in itscharter)

 

 

Securities registered under Section 12(b) ofthe Act:

Title of each class Name of each exchange onwhich registered

NONE NONE

 

Securities registered under section 12(g) ofthe Act:

Common Stock, No Par Value

(Title of class)

 

Indicate by check mark if the registrant isa well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes[ ] No[X]

 

Indicate by check mark if the registrant isnot required to file reports pursuant to Section 13 or 15(d) of the Act. Yes[ ] No[X]

 

Indicate by check mark whether the registrant(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes[X] No[ ]

 

Indicate by check mark whether the registranthas submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submittedand posted pursuant to Rule 405 of Regulation S-T (Sec. 232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit and post such files). Yes[X] No[ ]

 

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K (Sec. 229.405 of this chapter) is not contained herein, and will not be contained,to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part IIIof this Form 10-K or any amendment to this Form 10-K. [X]

 

Indicate by check mark whether the registrantis a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitionsof “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2of the Exchange Act.

 

 

Indicate by check mark whether the registrantis a shell company (as defined in Rule 12b-2 of the Act). Yes[ ] No[X]

 

The aggregate market value of the voting stockand non-voting stock held by non-affiliates of the issuer on April 30, 2013 cannot be ascertained with any certainty because thereis no established trading market for the common stock of the Company.

 

The number of shares of common stock outstandingon April 30, 2013 was 14,935,511.

 

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

 

 

Part I

 

Item 1. Business.

 

General Development of Business. Biosynergy,Inc. (the "Company") was incorporated as an Illinois corporation on February 9, 1976. The Company was formed primarilyfor the purpose of developing, manufacturing, and marketing products utilizing cholesteric liquid crystals. The Company presentlymanufactures and markets disposable medical, laboratory, and industrial thermometric and thermographic cholesteric liquid crystaldevices. The Company also distributes an electronic heat block used as an activator for its HemoTempR II Core CorrelatedBlood Monitoring Device manufactured by a third party to specifications of the Company.

 

The Company did not enter into any agreementsmaterially affecting its operations during Fiscal 2013. The Company experienced an increase in sales of $64,631 or 5.2% in Fiscal2013. Sales of $1,305,491 in Fiscal 2013 were the highest in the Company’s history. The Company realized an after incometax profit of $95,309 for Fiscal 2013 compared to an after income tax profit of $124,756 for Fiscal 2012. See “Management’sDiscussion and Analysis of Financial Condition and Results of Operations.”

 

The Company introduced the HemocoolTMGel-Pak to its product line in Fiscal 2013. The Company, also, continued its development and review of the proposed products describedin “Thermographic and Thermometric Devices and Accessories” below.

 

The Company continued to introduce its productsdirectly to industrial customers during Fiscal 2013. Although the ultimate results of these activities are not known, Managementbelieves there is a need for its products and technology in the industrial markets.

 

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

 

Financial Information About Industry Segments.The Company’s revenues were generated from sales of medical and laboratory products in the medical and laboratory industrysegment during the fiscal years ended April 30, 2013 and 2012. For a description of these products, see “Narrative Descriptionof Business.”

 

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

 

Narrative Description of Business. Asdescribed 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 for the medical, laboratory andindustrial markets. The Company is also developing bacteria growth retardant agents. Further information about the business andproposed products of the Company are described below.

 

Thermographic and Thermometric Devices andOther Products. During the fiscal year ending April 30, 2013 the Company manufactured and marketed various medical, laboratory,and consumer thermometric, thermographic, and temperature control devices and accessories. These products (described below) weresold to hospitals, clinical end-users, laboratories, and product dealers.

 

1. The HemoTempR Core CorrelatedBlood Monitoring Device ("BMD") is designed to be a human blood bag temperature indicator. Human blood must be maintained,optimally, at 1-3o C., and not allowed to exceed 6-10oC. Since human blood is always in short supply, itis critical that blood be maintained within these specifications to avoid loss. HemoTempR BMD monitors the core temperatureof a blood bag from 1-12o C., and replaces the impractical mercury thermometer susceptible to breakage. HemoTempRBMD once attached to the blood bag is usable throughout the life of the blood.

 

2.HemoTempR II Core Correlated BMD is designed to warn blood bank personnel whenever the internal temperature of the bloodbag has exceeded approximately 6-10o C. HemoTempR II BMD has an irreversible indicator that is activatedwhen the tag is applied to the blood bag at approximately 3o C. After being activated, the irreversible indicator remainsblue colored for at least 48 hours if the blood is kept at 3°C, however, if the blood is warmed to a temperature of 6-10o C. or above, the indicator will lose its blue color muchmore rapidly or the indicator will change color; the nature and degree of the color change depend on the temperature of the sampleand the time at each temperature. 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 1-9oC. 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 HemoTempRII BMD. The HemoTempR II Activator has a thermostatic control to permit precise setting and continuous control of temperaturesin the range for activation of the Company's HemoTempR II BMD. This device is intended by the Company to be used withHemoTempR II BMD as a system for blood monitoring. This device is manufactured by another company to specificationsset by the Company.

 

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

 

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

 

6. LabTempR 20, LabTempR40 and LabTempR 60 Surface Temperature Indicators ("STI") are designed to reversibly indicate the temperatureof laboratory materials which require specific storage or use temperatures. LabTempR 20 STI indicates temperatures between0-21o C., LabTempR 40 STI monitors temperatures between 19-21 and 24-41o C., while LabTempR60 STI measures temperatures between 41-61o C. These thermometers are designed to monitor the temperature and changesin temperature of hundreds of laboratory chemicals and supplies which require specific temperature conditions; however, these thermometersare 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 o C. Once the frozen product exceeds -20o C., the liquid crystal indicator will turn from blue to grayto black, and refreezing the product at a lower temperature will not bring back the original frozen state color.

 

8. ThermolyzerTM Liquid ConductiveCooling/Heating Device is a small product for providing continuous heating or cooling of medical fluids which are administeredto patients, particularly for patients undergoing intravenous fluid administration during surgery or post-operative recovery. Thedevice does not use electricity for heating or cooling the medical fluids. The heating or cooling is accomplished by conduction,which is a process for transporting energy in a medium from one location to another without the involvement of any visible movement.Marketing of this device is subject to an exact environmental study which is necessary to receive FDA 510(k) pre-market approval.

 

9. HemoCoolTM Gel-Pak is a reusablegel pack designed for transporting whole blood. The HemoCoolTM Gel-Pak is unique in that it can be used to assist inmaintaining the temperature of the blood bag both during the processing of the blood bag (labeling, testing, etc.) while outsidethe refrigerator as well as for transport.

 

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

 

Products Under Development. The Companyis also developing these other products.

 

1. The Company is developing certain compoundsintended for use as bacteria growth retardant agents for use in food and other products. Although these antibacterial compoundsare subject to Food and Drug Administration regulation, they are historically designated as Generally Recognized As Safe (GRAS).Since there are several unknown factors regarding efficacy, supply and regulatory requirements, the outcome of this project cannotbe predicted with any certainty at this time.

 

2. The Company is also investigating productionmethods for the bacteria growth retardant compound described in Paragraph 1 above. In this regard, the Company has developed certainproprietary technology related to the processing of these compounds. The Company has filed for one patent related to the processingand manufacture of bacteria growth retardant compounds for use in food and other products and one patent related to the use ofsuch compounds (see “Patents and Trademarks”).

 

3. The Company is developing an improved smallportable refrigerated cooler for transportation of blood and other biologicals. The Company is near completion of a prototype andexpects to be in production in Fiscal 2014, subject to the completion of the prototype and UL approval.

 

4. The Company intends to market new irreversibletime/temperature indicators which will be used as shipping labels, and in other forms, for the frozen food packaging industry (underthe tradename FoodGardeTM), the pharmaceutical industry, and for other industries requiring careful monitoring of refrigeratedor frozen materials. The devices will have irreversible color changes at various temperatures determined to be critical by theend-user. Therefore, a purchaser, whether an individual consumer or a merchant, will be able to instantaneously determine the temperaturehistory of the material. These products will generally be customized to meet the requirements of the customer. There are currentlyno contracts for development, manufacture or sale of any such irreversible time/temperature indicators.

 

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

 

6. The Company is investigating the feasibilityof additional products to systematize the use of its thermometric and thermographic liquid crystal devices as well as alternativetechnologies to supplement its current product line where the Company’s current products are not suitable. The results ofsuch investigations are not available at this time.

 

Manufacturing. The Company manufacturesall of its products except for the HemoTempR II Activator and ThermolyzerTM. It is also anticipated thatthe portable refrigerated cooler under development will also be manufactured by a third party vendor. These products are manufacturedfor the Company by unrelated companies on an as needed basis. Raw materials for the Company's other products are purchased, butall manufacturing of these products is performed at the Company's production facility. All outside manufacturing is done to specificationsset by the Company. There are no commitments or firm agreements for outside manufacturers to provide products for the Company,and the Company does not anticipate it will enter into any such agreements in the foreseeable future.

 

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

 

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

 

Although the Company relies on its own salesand distribution efforts for a portion of its sales, the Company's distributors accounted for a majority of the Company’snet sales in Fiscal 2013. During Fiscal 2013, Fisher Scientific Company (“Fisher”) accounted for 34.6% of the Company'ssales. Cardinal Health, Inc. (“Cardinal”) accounted for 29.3% of Company sales during Fiscal 2013. Management believesdistributors will continue to be an important part of the Company’s sales and distribution system in the future.

 

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

 

At the present, three employees used part-timeare engaged in marketing the Company's products. The Company does not have an outside sales force. Since the Company markets itsproducts to approximately 7,000 hospitals in the United States, hundreds of laboratories and industrial end-users in the UnitedStates, and thousands of hospitals and laboratories in foreign countries, it will continue to rely upon the marketing efforts ofindependent dealers and sales representatives for the medical and laboratory markets. The Company directly markets and sells toindustrial customers.

 

The Company is unaware of its current marketshare 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 manufacturerswill continue to supply the raw liquid crystals needed for the production of the Company's products, which cannot be assured, ifindustrial quantities of raw liquid crystals are unavailable from domestic sources, the Company will need to import these materialsfrom foreign suppliers, or, as an alternative, manufacture such materials itself. Other materials and products are currently availablefrom a variety of suppliers.

 

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

 

The Company currently holds several other patents.“Liquid Conductive Cooling/Heating Device and Method of Use”, Patent Number US 7,276,046, relating to the Company’sthermolyzer, was granted on October 2, 2007. This patent will expire on June 6, 2024.

 

The Company was also granted a patent, “Fold-OverCooling Pack”, Patent Number US D670816, relating to the Company’s HemoCoolTM Gel-Pak, on November 13, 2012.This patent will expire on November 13, 2026. In addition, the Company holds several Foreign Design Patents for the “Fold-OverCooling Pack”, including Europe, Patent Number 002038745-0001, issued August 7, 2012, expiring on May 8, 2037; Canada, PatentNumber 145628, issued March 21, 2013, expiring March 21, 2023; and Turkey, Patent Number 201203234, issued February 11, 2013, expiringMay 7, 2037. The Company has a patent pending related to the “Fold-Over Cooling Pack” in India, Design Patent ApplicationNumber 245076, which was filed on May 2, 2012.

 

The Company has filed applications for fourpatents related to its products and products under development. One patent entitled “Method of Producing Eggshell Powder,”Application Number 10/535,779 was filed on August 4, 2005 replacing provisional patent application number 60/474,195 filed May29, 2003 and provisional patent number 60/575,336 filed May 28, 2004. Another patent “Eggshell Antimicrobial Agent and Methodof Use”, Application Number 13,667,571 was filed November 2, 2012 replacing application number 11/108,584 was filed April18, 2005 which was replacing provisional patent application number 60/638,548 filed December 22, 2004. The application was publishedas U.S. Pat. Publication Number 2006/0062857. The subject of this patent is the Company’s bacteria growth retardant underdevelopment. These patent applications are pending review by the U.S. Patent and Trademark Office. See “Products Under Development”.The third patent, “Gel-Packs for Test Tubes”, Design Patent Application Number 29/447,625 was filed March 5, 2013.The subject of this patent is a design for a gel-pack which holds test tubes. Industrial Design Applications have also been filedin Turkey on March 25, 2013 (2013/02394), India on March 25, 2013 (252644), and Canada on April 2, 2013 (TBA). Management alsointends to file an Industrial Design Patent with the European Registered Community. The fourth patent, “Roll-Up-Gel-Packfor Test Tubes,” Design Patent Application Number 29/447,628 was filed March 5, 2013. The subject of this patent is a designfor a gel-pack which holds test tubes and can be rolled up for shipping and storage. Industrial Design Applications have also beenfiled in Turkey on March 26, 2013 (2013/02413), India on March 25, 2013 (252643), Canada on April 2, 2013 (TBA), and will alsobe filed with the European Registered Community. It is uncertain whether the patent applications pending related to the use ofthe bacteria growth retardant, or any of the other patent applications pending, will ultimately be approved, or if approved, willbe approved as currently presented.

 

During Fiscal 2013 two patent applications wereabandoned; “Method of Cleaning Poultry” and “Gel and Ice”. A total of $33,394.05 in capitalized patentapplication expenses were written off as a result.

 

The Company will also seek to obtain patentson other products currently being developed, as appropriate.

 

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

 

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

 

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

 

Working Capital Items. The Company hasattempted 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 planningand forecasting demand for its products. However, the Company is nevertheless required, as is customary in the medical and laboratoryindustries, to carry inventory to meet the delivery requirements of customers and thus, inventory represents a substantial portionof the Company's current assets.

 

The Company presently grants payment terms tocustomers and dealers of 30 days. The Company will not accept returns of products from its dealers except for change or creditbut does guarantee the quality of its products to the end user.

 

As of April 30, 2013, the Company had $1,151,493of current assets available. Of this amount, $42,463 represented prepaid expenses, $139,424 was inventory, $173,583 was net tradereceivables, and $796,023 represented cash.

 

Management of the Company believes that it hassufficient working capital to continue operations for the fiscal year ending April 30, 2014 provided the Company's sales and abilityto collect accounts receivable are not adversely affected. In the event the Company's sales materially decrease, the receivablesof the Company are materially impaired for any reason, or the Company needs additional capital for its development projects, itmay be necessary to obtain additional financing to cover working capital items and keep current trade accounts payable, of whichthere can be no assurance. See "Management's Discussion and Analysis of Financial Condition and Results of Operations."

 

Major Customers. The Company’stwo largest customers are its primary product distributors, Fisher and Cardinal. Fisher was directly responsible for 34.6% of theCompany's net sales during the fiscal year ending April 30, 2013. Cardinal accounted for 29.3% of the Company’s net salesduring the fiscal year ending April 30, 2013. At April 30, 2013, Fisher owed the Company $97,470 and Cardinal owed $27,840. Noother customers accounted for 10% or more of the Company’s net sales during Fiscal 2012. Management believes the loss ofthese distributors would materially reduce the revenues of the Company until the Company could retain, if available, the servicesof other major product distributors or the end users serviced by Fisher and Cardinal began ordering directly from the Company.Management has no reason to believe that the Company will lose either of these distributors in the foreseeable future.

 

Backlogs. The Company had no backordersat April 30, 2013 or 2012.

 

Government Contracts. The Company doesnot have a material portion of its business that may be subject to renegotiation of profits or termination of contracts or subcontractsat the election of any government entity.

 

Competition. The Company has no knowncommercial competitors of its blood monitoring devices using liquid crystal technology. The Company's HEMOTEMPR II BMD(blood bag temperature monitor) competes in the medical market against several functionally similar products. Management of theCompany believes that HEMOTEMPR II BMD is superior because it provides an irreversible monitor with a reversible monitorto warn the user that blood is approaching an unsafe temperature. There are no known commercial competitors of the Company's HemoTempRII Activator.

 

In the area of laboratory temperature monitoring,a known competitor supplies reversible and irreversible temperature indicators. In the area of a food or drink safety indicator,there is no competition known to the Company that utilizes liquid crystal technology. The Company believes that the frozen foodindustry presently uses primarily physical and organoleptic evaluation (e.g. evaluation of softness, texture, aroma, taste, andthe like), as well as mercury thermometers and temperature sensitive inks to monitor freshness. Labels containing wax encapsulateddyes with specific low melting points and capillary action products are produced by several other companies.

 

The Company’s TempTrendR IIcompetes in the medical market against products produced by several other companies. The Company’s TempTrendRcompetes in the drug testing market, specifically for monitoring the temperature of urine samples, with several other companiesutilizing liquid crystal and non-liquid crystal technology.

 

A number of other companies are only involvedin the manufacture of liquid crystal raw materials and do not directly compete with the Company for sale of medical, industrialor consumer products. Mercury and electronic thermometers are used in several competitive applications. They are generally morecostly, non-disposable or not usable in most applications where liquid crystal thermometry and temperature indicators are utilized.

 

Many of the Company’s competitors mayhave greater financial and other resources than the Company. The Company’s ability to compete depends on its ability to design,manufacture and sell high quality products as well as its ability to develop new products and functionality that meet evolvingcustomer requirements.

 

Research and Development. During Fiscal2013 and 2012, the Company spent $133,625 and $103,169, 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 chargeswhich are capitalized and depreciated or amortized over their estimated useful life.

 

The Company is conducting research and developmentof products discussed under "Products Under Development." Although not anticipated, the Company may require financingto complete the development of these products. The success of the Company in obtaining financing for research and development maylargely determine whether the Company will be able to continue the research and development for such products. Management believesthe Company has sufficient working capital for anticipated research and development for the ensuing year.

 

Government Regulations. The Company iscurrently in the process of FDA pre-market approval for its ThermolyzerTM Liquid Conductive Cooling/Heating device.Other products under review, such as the bacteria growth retarding compound, may require pre-clearance by the FDA or other governmentagencies. Present medical products of the Company are classified by the FDA as Class I or Class II. These are subject only to generalregulations 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 distributionwith the FDA, notification to FDA of devices proposed to be marketed, conformance to specified current good manufacturing practicesin the manufacture of the devices, conformance to certain record-keeping requirements, and, in the case of Class II devices, conformanceto certain performance standards. At the present time, the Company believes that it is in compliance with regulations set forthby the FDA.

 

Information About Foreign and Domestic Operationsand Export Sales. The Company had export sales of $48,170 during the last fiscal year, and export sales of $55,900 during thefiscal year ending in 2012. The Company also believes that some of its medical devices were sold to distributors within the UnitedStates who resold the devices in foreign markets. However, the Company does not have any information regarding such sales, andsuch sales are not considered to be material.

 

The Company does not rely on any foreign operationsother 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 contingentupon, among other factors, foreign trade regulations, value of the United States Dollar and, where required, government approvalof the Company's products including CE Marketing requirements.

 

The Company is exposed to risks generally attendantto foreign operations, including but not limited to, trade restrictions, tariffs, embargos, foreign war and unrest and competitionfrom foreign and domestic producers. Management believes the partial or total loss of foreign operations would not have a materialimpact on the Company’s financial condition or results of operations.

 

Environmental Protection Expenditures.The Company's operations are not subject to any federal, state or local laws regulating the discharge of materials into the environmentwhich materially affect earnings or the competitive position of the Company, although the Company is subject to such laws. Therewere no material capital expenditures made during the last fiscal year to comply with such laws, nor are any such expendituresanticipated for Fiscal 2014.

 

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

 

Website. The Company maintains a Websiteat www.biosynergyinc.com. The Company makes available on its Website free of charge its annual report on form 10-K, quarterly reportson Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d)of the Exchange Act (15 U.S.C. 78m(a) or 78o(d)). The Company will provide electronic or paper copies of its filings free of chargeupon request.

 

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

 

Item 2. Properties.

 

The Company's production facilities, researchfacilities, and administrative offices are located at 1940 East Devon, Elk Grove Village, Illinois 60007, in a 10,400 square footfacility leased from an unaffiliated third party. The lease for these facilities expires on April 30, 2015.

 

A majority of the Company's Elk Grove Villagefacility is currently in use; however, Management believes this facility is adequate for its needs in the foreseeable future. Locatedat 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 investin any derivative financial instruments or any other instruments as securities which are subject to market fluctuations which couldadversely affect the financial condition or operations of the Company. The Company does not invest in real estate, mortgages orin entities owing or investing in real estate.

 

Item 3. Legal Proceedings.

 

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

 

Item 4. Mine Safety Disclosures.

 

The disclosure required in this Item is notapplicable to the Company.

 

PART II

 

Item 5. Market for Registrant’s CommonEquity, Related Stockholder Matters and Issuer 

Purchases of Equity Securities.

 

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

 

Holders. As of April 30, 2013, therewere approximately 421 shareholders of record of the Company's common stock.

 

Dividends. The Company does not havea dividend policy and does not expect to pay dividends in fiscal 2014.

 

Common Stock for Issuance Under Equity CompensationPlans. As of April 30, 2013, the Company has no outstanding equity compensation plans and otherwise has no obligation to issueor sell stock pursuant to an option or similar agreement.

 

Item 6. Selected Financial Data.

 

The registrant is not required to furnish anyinformation in this Item.

 

 

Item 7. Management's Discussion and Analysisof FinancialCondition and Results of Operations.

 

Net Sales. Net sales for the fiscal yearending April 30, 2013 were $64,631, or 5.2%, higher than the previous fiscal year. The increase in sales during Fiscal 2013 wasprimarily due to increased sales of the Company's HemoTempR and HemoTempR II blood temperature indicatorsand the HemoTempR II activators offset by a decrease in sales of OEM products as demonstrated in the schedule below.The Company experienced an increase of $32,887, or 2.86%, in sales of its HemoTempR II product, and an increase of $2,331,or 6.5%, in sales of its HemoTempR product in Fiscal 2013 as compared to Fiscal 2012. The Company also experienced anincrease of $30,730, or 154%, in sales of its HemoTempR II Activator in Fiscal 2013. The increase in net sales of theHemoTempR II, HemoTempR, and HemoTempR II Activatorproducts is a result of price increasesas well as an increase in unit sales volume.

 

Below is a schedule which represents the salesfor each product for the fiscal years ending April 30, 2013 and 2012.

 

 

Other Revenues. Interest income for Fiscal2013 was $55 less than fiscal 2012 due to a decrease in the interest rate paid on investments. During Fiscal 2013, the Companymaintained a money market account which received an interest rate between .10% and .25% APY. The Company also realized $2,270 inmiscellaneous income from subleasing a portion of the Company’s storage space and gain on sale of equipment during Fiscal2013 compared to $1,920 in miscellaneous income from such subleasing in Fiscal 2012.

 

Costs and Expenses. Overall operatingcosts and expenses for the fiscal year ending April 30, 2013 increased by $89,862 compared to the fiscal year ending in 2012. Theincrease in operating costs and expenses for Fiscal 2013 was generally related to an increase in salaries and office and laboratorysupply expenses, marketing expenses and the write off of capitalized patent pending expenses. With the exception of the above expenses,the overhead of the Company has remained substantially constant. In order for the Company to continue without materially alteringits present operations, the overall operating costs and expenses for the ensuing fiscal year are expected to be similar to or slightlyhigher than those of the last fiscal year.

 

Cost of Sales. As a percentage of netsales, the cost of sales was 29.42% for the fiscal year ending April 30, 2013 and 28.56% for the fiscal year ending April 30, 2012.This increase in cost of sales as a percentage of net sales is primarily due to an increase in the sale of wholesale products duringthe comparative time periods. The cost of sales as a percentage of sales for wholesale products is significantly higher than theCompany’s other products thus resulting in an overall increase in the cost of goods sold as a percentage of net sales. TheCompany expects that the cost of sales as a percentage of net sales will remain relatively stable over the next fiscal year inthe absence of a material change in unit sales volume or an increase in cost of raw materials.

 

Research and Development Expenses. Researchand development expenses increased during the fiscal year ending in 2013 by $30,456 or 29.52%, as compared to the fiscal year endingin 2012. The overall increase from Fiscal 2012 is due to increases in laboratory supplies, equipment, FDA annual fees and salariesand related employee expenses. The Company is investigating several new products including certain compounds for use in food andother products as antibacterial agents and research intended to expand and improve the Company’s current product line. Thesedevelopment expenses have remained substantially constant for the past three years. There is insufficient information availableto 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 – Products Under Development."

 

Marketing Expenses. The Company's marketingexpenses were $209,924 in Fiscal 2013 as compared to $171,322 for the fiscal year ending in 2012. The increase for Fiscal 2013was primarily due to increased salaries and related employee expenses, additional insurance expenses, additional marketing materialsand trade show exhibit fees. The Company will continue to increase its marketing activities as resources become available whichmanagement believes is necessary to continue the Company's growth.

 

General and Administrative Expenses.The Company's general and administrative costs increased by $20,804 as compared to the 2012 fiscal year. The increase was primarilythe result of increases in general insurance, salaries and office supplies. Except for unforeseen extraordinary items, increasesto employee compensation associated with the Company’s 401(k) plan and formal bonus plan, and normal increases in employeecompensation, it is unlikely general and administrative expenses will materially change during Fiscal 2014.

 

Income Tax Expense (Benefit).	Incometax expense was $34,371, or 26.5% of income before taxes, for fiscal 2013 compared to income tax expense of $59,535, or 29.6% ofincome before income taxes for fiscal 2012. The impact of the rate reconciling items for fiscal 2012 is greater than fiscal 2013primarily because income before income taxes was lower in fiscal year 2013.

 

Net Income/Loss. The Company experienceda net after-tax profit of $95,309 for Fiscal 2013 as compared to a net after-tax profit of $124,756 for Fiscal 2012. Although theCompany’s net sales increased in Fiscal 2013, the Company experienced a decrease in profitability of the Company due to anincrease in expenses. See discussion of various expenses above.

 

Assets. Since April 30, 2012, the Company'scurrent assets have increased by $85,202. This increase is primarily due to increased inventory and prepaid expenses resultingfrom the Company’s profit position. Other changes in specific items do not reflect transactions outside the ordinary courseof business. See also “Related Party Transactions” below.

 

 

Liabilities. The Company's current liabilitieshave increased by $1,418 since April 30, 2012. This increase is primarily due to ordinary fluctuations in operations. The increasedoes not represent any material change in the financial status or operations of the Company. See also "Assets" and "Liquidityand Capital Resources."

 

Current Assets/Liabilities Ratio. Theratio of current assets to current liabilities, 14.94 to 1, has increased from 14.09 to 1 at April 30, 2012. The increase in ratioof current assets to current liabilities is a result of the profit realized by the Company in Fiscal 2013. In order to maintainthe Company’s asset/liability ratio, the Company’s operations must remain profitable.

 

Liquidity and Capital Resources. Duringthe fiscal year ending April 30, 2013, the Company had an increase in net working capital of $83,784. The increase in net workingcapital is primarily due to the Company’s realizing and retaining a profit in Fiscal 2013.

 

The Company has attempted to conserve workingcapital whenever possible. To this end, the Company attempts to keep inventory at a minimum level. The Company believes that itwill be able to maintain adequate inventory to supply its customers on a timely basis by careful planning and forecasting demandfor its products. However, the Company is nevertheless required to carry sufficient inventory to meet the delivery requirementsof customers and thus, inventory represents a substantial portion of the Company’s current assets.

 

The Company presently grants payment terms tocustomers and dealers of 30 days. Although the Company experiences varying collection periods of its account receivable, the Companybelieves that uncollectible accounts receivable will not have a significant effect on future liquidity.

 

Cash provided by operating activities was $65,050during Fiscal 2013. Cash provided by operating activities was $138,137 during Fiscal 2012. During Fiscal 2013, $8,847 was usedfor equipment purchases, $46,754 was allocated to new patents and patents pending, and $33,394 of previously capitalized patentpending expenses were written off. Except for operating capital, limited equipment purchases, and patent expenses, Management isnot aware of any other material capital requirements or material contingencies for which it must provide.

 

As of April 30, 2013, the Company had $1,151,493of current assets available. Of this amount, $42,463 was prepaid expenses, $139,424 was inventory, $173,583 was net trade receivables,and $796,023 was cash. The Company’s cash flow from operations is considered adequate to fund the short-term operating capitalneeds of the Company. However, the Company does not have a working line of credit, and does not anticipate obtaining a workingline of credit in the near future. Thus there is a risk additional financing may be necessary to fund long-term operating capitalneeds of the Company if the Company does not remain profitable.

 

Related Party Transactions. The Companywas owed $19,699 by F.K. Suzuki International, Inc. ("FKSI"), an affiliate, at April 30, 2013 and 2012 in connectionwith past shared common expenses. These expenses include certain office expenses, general operating expenses and legal fees incurredin the ordinary course of business. See "Financial Statements." No interest is received or accrued by the Company. Collectibilityof the amounts due from FKSI cannot be assured without the liquidation of all or a portion of its assets, including a portion ofits common stock of the Company. As a result, $19,699 of the amount owed by FKSI to the Company was reclassified as a reductionof FKSI’s capital in the Company.

 

Lauane C. Addis, Secretary and Director of theCompany, is a member of the law firm of Stahl Cowen Crowley Addis LLC. Mr. Addis has represented the Company with respect to thepreparation and filing of this Report. Mr. Addis, and other members and associates of Stahl Cowen Crowley Addis LLC, perform otherlegal services for the Company from time to time, and it is anticipated such services will be performed by Mr. Addis and othermembers and associates of Stahl Cowen Crowley Addis LLC, in the future. During Fiscal 2013, the Company paid $38,069 in legal feesto Stahl Cowen Crowley Addis LLC, some of which inured to the benefit of Mr. Addis in the form of distributions from the law firm.

 

Off-Balance Sheet Arrangements. As ofApril 30, 2013, the Company was not involved in any off-balance sheet arrangements, as defined in Item 303(1)(4)(ii) of RegulationS-K promulgated by the SEC.

 

Effects of Inflation. With the exceptionof inventory, labor costs and product sales prices increasing with inflation, inflation has not had a material effect on the Company’srevenues and income from continuing operations in the past three years. Inflation is not expected to have a material effect onthe Company’s revenues or income in the foreseeable future.

 

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

 

The Company’s significant accounting policiesare disclosed in Note 2 to the Financial Statements for the year ending April 30, 2013. See “Financial Statements.”Except as noted below, the impact on the Company’s financial position or results of operation would not have been materiallydifferent had the Company reported under different conditions or using different assumptions. The policies which may have materiallyaffected the financial position and results of operations of the Company if such information had been reported under differentcircumstances or assumptions are:

 

Use of Estimates - Preparation of financialstatements and conformity with accounting principals generally accepted in the United States of America requires management tomake estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets andliabilities 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 managementin preparation of the Financial Statements accompanying this report.

 

Allowance for Bad Debts - The Companyperiodically performs credit evaluations of its customers and generally does not require collateral to support amounts due fromthe sale of its products. The Company maintains an allowance for doubtful accounts based on its best estimate of accounts receivable.

 

Fair Value of Assets, Liabilities and Expenditures- In September 2006, FASB issued SFAS 157, “Fair Value Measurements”, now ASC 820, “FairValue Measurements and Disclosures” (ASC 820). ASC 820 defines fair value as the price that would be received to sell anasset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date, establishesa framework for measuring fair value and expands disclosures about fair value measurements. ASC 820 also establishes a fair valuehierarchy that prioritizes information used in developing assumptions when pricing an asset of liability. ASC 820 became effectivefor the Company beginning in fiscal year 2009. The Company’s adoption of ASC 820 did not have a significant effect on theCompany’s financial position or results of operations.

 

Forward Looking Statements. This reportmay 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 statementsinvolve 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 includinglevel 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-lookinginformation has been prepared by the management of the Company and has not been reviewed or compiled by the Company’s independentpublic accountants.

 

Item 7A. Quantitative and Qualitative DisclosuresAbout Market Risk

 

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

 

Item 8. Financial Statements and SupplementaryData.

 

The financial statements required by this itemare filed as a part of this report as described in Item 15.

 

Item 9. Changes in and Disagreements withAccountants on Accounting and Financial Disclosure.

 

The Company retained the services of Sassetti,LLC to audit the Company’s annual financial statements as of April 30, 2013 and 2012, and to review the Company’s quarterlystatements. No accountants of the Company were dismissed or resigned during the past two years. There have been no disagreementswith the Company’s accountants regarding accounting matters or financial disclosure.

 

Item 9A. Controls and Procedures.

 

The Company has established and maintains disclosurecontrols and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) which are controls and other proceduresof the Company that are designed to ensure that information required to be disclosed by the Company in the reports that it filesor submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’srules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure thatinformation required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulatedand communicated to the Company’s management, including its Chief Executive Officer and Chief Accounting Officer, or personsperforming similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s ChiefExecutive Officer and Chief Accounting Officer have evaluated the effectiveness of the Company’s disclosure controls andprocedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report.Based upon that evaluation, the Company’s Chief Executive Officer and its Chief Accounting Officer have concluded that theCompany’s disclosure controls and procedures were not effective. Management has concluded that the Company’s disclosurecontrols and procedures were not effective solely because the Company failed to timely file its Quarterly Report on Form 10-Q forthe fiscal quarter ending October 31, 2012 (the “2nd Quarter Quarterly Report”). The Company has reviewedits disclosure controls and procedures that lead to the untimely filing of the 2nd Quarter Quarterly Report and hasimplemented procedures to ensure timely filing of the Company’s periodic filings required to be filed by the Company underthe Exchange Act.

 

The Annual Report on Form 10-K for the fiscalyear ending April 30, 2013 (the “Original 2013 Form 10-K”) was filed on July 29, 2013 with certain financial informationfor prior fiscal years due to an error in the outside preparer’s computer program. Although the specific cause of the errorhas not been ascertained, the error was discovered immediately and this Amended Form 10-K for the fiscal year ending April 30,2013 was filed on July 30, 2013 with the correct financial information. The Company has reviewed disclosure controls and proceduresthat led to the filing of the incorrect financial information in the Original 2013 Form 10-K and it has been determined no additionalreasonable controls or procedures or revisions to the Company’s current controls and procedures would have prevented theerror.

 

(a) Management’s Annual Report on InternalControl Over Financial Reporting.

 

(1) Management of the Company is responsiblefor establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)of the Exchange Act) for the Company. The Company maintains processes designed by, or under the supervision of the Company’smanagement, including but not limited to the Company’s Chief Executive Officer and its Chief Accounting Officer, or personsperforming similar functions, and effected by the Company’s Board of Directors, management and other personnel, to providereasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles including policies and procedures that: (i) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of the assets ofthe Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statementsin accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made onlyin accordance with authorization of management and directors of the Company; and (iii) provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effecton the financial statements.

 

(2) The Company has an Audit Committee thatmeets 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 the Company’sinternal control over financial reporting is effective. The internal control over financial reporting is augmented by qualifiedpersonnel and is evaluated on a periodic basis. The evaluation is essentially an internal audit of the controls and procedures(and risk factors related to them) which was developed by the Company utilizing the framework proscribed by the Committee of SponsoringOrganizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework.

 

(3) Prior to the date of filing the Original2013 Form 10-K, the Company carried out an evaluation, under the supervision and with the participation of the Company’smanagement, including the Company’s Chief Executive Officer and the Company’s Chief Accounting Officer, of the effectivenessas of the end of the Company’s fiscal year ending April 30, 2013 of the Company’s internal control over financial reportingpursuant to Exchange Act Rule 13a-15(c). Based upon that evaluation, the Company’s Chief Executive Officer and the Company’sChief Accounting Officer conclude that the Company’s internal control over financial reporting is effective.

 

(4)	This Annual Report does not include anattestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rulesof the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.

 

(b) Other than the procedures implemented bythe Company to ensure timely filing of the Company’s periodic filings, there have been no changes in the Company’sinternal control over financial reporting during the period covered by this report that have materially affected or are likelyto materially affect the Company’s internal control over financial reporting

 

Item 9B. Other Information.

 

No information was required to be disclosedby 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 10. Directors, Executive Officers andCorporate Governance.

 

The executive officers and directors of theCompany are:

 

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(1) Mr. Suzuki did not serve as President fromAugust 1982 through February 1983. Prior to October, 1984, Mr. Suzuki served as Treasurer of the Company, and was once again appointedTreasurer 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 andany 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 Boardof 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, orare otherwise replaced by the Board of Directors of the Company.

 

Family Relationships. Lauane C. Addisis the son-in-law of Fred K. Suzuki. Beverly R. Suzuki is the spouse of Fred K. Suzuki. Jennifer A. Rieck is the grand-daughterof Fred K. Suzuki and the daughter of Lauane C. Addis. Otherwise, there is no family relationship between any director, executiveofficer, 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 theability or integrity of same.

 

Business Experience. Certain informationregarding the business experience of the directors, officers, significant employees and consultants of the Company are set forthbelow:

 

FRED K. SUZUKI, Jr., Chairman of the Board,President, Chief Executive Officer, Director of Research and Development and Director of Marketing and Sales. Mr. Suzuki is founderof the Company and has served as President of the Company since its inception in 1976 to August 1982 and from February 1983 tothe present. He has served as Chairman of the Board of Directors of the Company since its inception to the present, and as Treasurerfrom its inception to October, 1984 and from July, 1991 until June, 2008. Mr. Suzuki is also President and Chairman of the Boardof Directors of F.K. Suzuki International, Inc. ("FKSI"), and President and Chairman of the Board of Directors of MedlabProducts, Inc. ("Medlab"), affiliates of the Company. Mr. Suzuki is the sole owner, President and Director of SuzukiInternational, 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 wasa holder of a majority of the common stock of Stevia until its dissolution. As such, it has no other business operations. See "SecurityOwnership of Certain Beneficial Owners and Management." Medlab is a dormant company, organized to develop, manufacture, andmarket scientific products. Stevia was a development company in the business of developing, manufacturing, and marketing naturalsweeteners and other products derived from Stevia rebaudiana plant. SI is in the business of marketing various products. Mr. Suzukihas developed several patents or patents pending for clinical instruments and has licensed them to unaffiliated corporations. Thesepatents do not inure to the benefit of the Company. Mr. Suzuki has developed several patents in the area of Diterpene glycosideschemistry 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 - Administrationand Manager of Sales. Ms. Friske joined the office staff in July, 1983. Ms. Friske served as an Executive Secretary for severalyears and was promoted to Office Manager in 1989. In September, 1993, Ms. Friske was appointed Vice President - Administrationand Manager of Sales. Ms. Friske received her Bachelor of Science degree in May, 1981 from Eastern Illinois University where shemajored in Personnel Management.

 

LAURENCE MEAD, Chief Operating Officer, ChiefFinancial Officer, Vice President – Manufacturing and Development, Chief Accounting Officer, Treasurer, Manager of ProductDevelopment and Director. Mr. Mead joined the production department of the Company in 1980, and has served as the Company's ProductionManager since 1984. In April, 1994, Mr. Mead was appointed Vice President - Manufacturing and Manager of Financial and ProductDevelopment. In September, 2002, Mr. Mead was appointed Chief Accounting Officer. In June, 2004, Mr. Mead was appointed Chief OperatingOfficer and Vice President of Product Development. Mr. Mead was appointed to the Company’s Board of Directors in June, 2006.In June, 2009, Mr. Mead was appointed Chief Financial Officer and Treasurer. In June, 2009, Mr. Mead was appointed Chief FinancialOfficer and Treasurer. Mr. Mead has developed several patents which include a liquid-conductive cooling/heating device and a fold-overcooling gel pack. Mr. Mead received his Bachelor of Science degree in August, 1992 from Roosevelt University where he majored inAccounting.

 

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

 

JENNIFER A. RIECK, Vice President – RegulatoryAffairs and New Business Development. Mrs. Rieck joined the company in March, 2011. She served the Company as the Assistant tothe President and New Business Development. Her course work in biology, chemistry, physics and math allows her to comprehend andcontribute in the development of new products. In November, 2012, Mrs. Rieck was appointed Vice President – Regulatory Affairsand New Business Development. She works closely with patent attorneys and has taken on the role of liaison between the Companyand agencies such as the FDA, AABB and CAP. Prior to joining the Company, Mrs. Rieck taught English in South Korea from 2004 to2005. From 2005 to 2009 she worked as a law clerk, facilities manager and office manager of Stahl Cowen Crowley Addis LLC. From2010 to 2011 she worked as a recruiting specialist at Career Education Corporation. Mrs. Rieck received her Bachelor of Arts degreein May, 2004 from the University of Colorado, Boulder where she majored in International Affairs. She received her Master of BusinessAdministration degree in November, 2012 from DePaul University where she focused her studies on Human Resources.

 

LAUANE C. ADDIS, Secretary and Director. Mr.Addis is currently a member of the law firm Stahl Cowen Crowley Addis LLC, Chicago, Illinois. Mr. Addis served the Company fromFebruary, 1984 to December, 1985 as its Vice President - Finance and Chief Financial Officer. 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.Mr. Addis is the Secretary FKSI, an affiliate of the Company. Mr. Addis is also a member of the Board of Directors and Vice Presidentof Northwest Suburban Day Care Center, a non-profit organization which provides child day care services for low-income and indigentpersons. Mr. Addis graduated from Andrews University with a B.A. in History and Business Administration in June, 1978. He receivedhis Doctor of Jurisprudence from Baylor University in 1981 and his Master of Laws in Taxation from the University of Denver in1982. Mr. Addis is a member of the Colorado, Illinois and Texas Bar Associations.

 

JAMES F. SCHEMBRI, Director. Mr. Schembri waselected 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.Mr. Schembri is one of the founders and President of Fenton Systems, Inc., Goodrich, Michigan. In addition to these activities,Mr. Schembri is founder and President of Wickfield Leasing Company. Both Schembri & Associates and Wickfield Leasing Companyare involved in public and private investments. Mr. Schembri also served as a director of Stevia until its dissolution on April16, 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 ReportingCompliance. The Company did not receive any reports during Fiscal 2013 required to be filed by a director, officer or beneficialowner of more than 10% of the Company’s common stock pursuant to Section 16(a) of the Securities and Exchange Act. Managementis not aware of any director, officer or beneficial owner of more than 10% of the Company’s common stock who has failed tofile on a timely basis any reports required by Section 16(a) of the Securities Exchange Act during the fiscal year ending April30, 2013.

 

Audit Committee. The Audit Committeereviews and, when it deems appropriate, approves internal accounting and financial controls for the Company and accounting principlesand auditing practices and procedures to be employed in the preparation and review of the financial statements of the Company.The Audit Committee also meets periodically with management to review the manner in which they are performing their responsibilitiesand to discuss auditing, internal accounting controls and financial reporting matters. The Audit Committee also makes recommendationsto 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 Committeearranges with such auditors the scope of the audit to be undertaken by them and any other services to be provided. The Audit Committeecurrently has one member, James F. Schembri, a director of the Company. The Board of Directors has determined that Mr. Schembriis 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 407of Regulation SK.

 

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

 

Code of Ethics. The Company has adopteda Code of Ethics which applies to all officers of the Company. A copy of the Company’s Code of Ethics was filed with theCompany’s Annual Report on Form 10-K for Fiscal 2009 as Exhibit 14 and is incorporated in this Report by reference.

 

Director Independence. Jim Schembri isthe sole independent director under the independence standards applicable to the Company’s Board of Directors and the soleindependent member of the Board’s compensation and audit committees under the independence standards applicable to such committees.

 

In determining whether a director is an independentdirector of the Company’s Board of Directors, or an independent member of the board’s audit and compensation committees,the Company uses the determination of “independence” promulgated by the New York Stock Exchange. While the Companyapplies the New York Stock Exchange’s standards for purposes of determination of “independence”, the Companydoes not apply the New York Stock Exchange’s or any other exchange’s requirements with respect to the number or proportionof independent directors required to be a part of the Company’s Board of Directors.

 

Item 11. Executive Compensation.

 

The following summary compensation table setsforth a summary of compensation for services in all capacities to the Company during the fiscal years ended April 30, 2013 and2012 paid to the Chief Executive Officer and Chief Operating Officer. None of the Company's other executive officers received annualsalaries and bonuses for such fiscal years exceeding $100,000.

 

Summary Compensation Table:

 

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(1) In addition to the bonuses paid to Fred K. Suzuki under the ExecutiveOfficer Bonus Program described below, Mr. Suzuki received $33,000 payable over three years in equal installments under a specialbonus plan adopted by the Compensation Committee on September 18, 2011.

 

(2) Amounts represent Company’s match portion of 401(k) contribution.

 

(3) No executive officer received perquisites in excess of the lesserof $50,000 or 10% of the aggregate of such officer's salary and bonus. Mr. Suzuki received $13,775 and $12,030 in lieu of accruedvacation for Fiscal 2013 and 2012, respectively. Mr. Suzuki and Mr. Mead each received $2,500 for their services as directors inFiscal 2013 and 2012. Mr. Mead also received $12,286 and $6,360 in lieu of accrued vacation for Fiscal 2013 and 2012, respectively.

 

Stock Options.

 

The Company did not grant stock options to anyof the named executive officers during the predecessor period of the fiscal year ended April 30, 2013, and no such stock optionswere outstanding as of April 30, 2013.

 

Directors Compensation

 

The directors’ compensation is determinedby the Company’s Compensation Committee and approved by the Board of Directors. The following Director Compensation Tablesets forth a summary of compensation for services by the directors of the Company in their capacities as directors for the fiscalyear ending April 30, 2013.

 

Directors Compensation Table

 

___________________

 

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

 

The Company’s 401(k) retirement plan providesfor the Company to match participant contributions up to 5% of the participant’s compensation. Management of the Companybelieves it is important to provide a retirement plan for the benefit of its employees to retain key employees and provide itsemployees with retirement benefits.

 

Compensation Committee. The Company hasa Compensation Committee of its Board of Directors. The Compensation Committee makes all decisions concerning the compensationof the officers and directors of the Company, including, but not limited to, the granting of options to acquire common stock ofthe Company. The current members of the Compensation Committee are James F. Schembri, director of the Company, and Lauane C. Addis,director and Secretary of the Company.

 

Compensation Committee Interlocks and InsiderParticipation. The members of the Company’s Board of Directors serving as the Compensation Committee are set forth inthe preceding paragraph. During the most recent fiscal year, none of our executive officers served on the Compensation Committee(or equivalent), or the board of directors, of another entity whose executive officer(s) served either on our Compensation Committeeor on our board of directors.

 

Compensation Committee Charter. The Boardof Directors has adopted a written charter for the Compensation Committee. A copy of the Compensation Committee Charter is availablewithout charge upon request delivered to the Company at its principal executive offices.

 

Competitiveness of Company’s CompensationSystem. The Compensation Committee of the Company’s Board of Directors has reviewed and discussed the competitivenessof the Company’s compensation system and has concluded that such system is competitive with the compensation systems of similarsized organizations operating in identical or similar industries.

 

Performance of the Compensation Committee.The Compensation Committee of the Company’s Board of Directors has reviewed its performance during the fiscal year endingApril 30, 2013 and has concluded that the Compensation Committee has performed all necessary duties and complied with all of itsobligations as set forth in the Compensation Committee charter.

 

Executive Officer Bonus Program. TheCompensation Committee has adopted a bonus program for all executive officers of the Company based on Company profitability. Inthe aggregate, $26,000 in bonuses was paid and $21,000 accrued during fiscal year ended April 30, 2013 to four executive officers.Under the bonus program, as Company profitability improves, the bonus payouts will increase. The distribution of the bonus payoutsunder the bonus program is determined with consultation from the Company’s CEO. In addition to the bonuses paid to Fred K.Suzuki under the Executive Officer Bonus program, Mr. Suzuki received $33,000 payable over three years in equal installments undera special bonus plan adopted by the Compensation Committee on September 18, 2011

 

Compensation Committee Report. The CompensationCommittee of the Company’s Board of Directors has reviewed and discussed the compensation discussion and analysis presentedabove with management and, based on that review and discussion, has recommended to the Company’s Board of Directors thatthe compensation discussion and analysis be included in this Annual Report on Form 10-K.

 

 

Item 12. Security Ownership of Certain BeneficialOwners and Management and Related 

Stockholder Matters.

 

The following table sets forth information asof April 30, 2013, as to the voting securities of the Company owned by the officers and directors of the Company and by each personwho owns of record, or is known by the Company to own beneficially, more than 5% of any class of voting securities.

 

_____________________________

 

 

 

 

 

 

 

Changes in Control. The Company doesnot know of any arrangements, the operation of which may at a subsequent date result in a change in control in the Company. Therehas not been a change in the control of the Company during the last fiscal year.

 

 

Item 13. Certain Relationships and RelatedTransactions, and Director Independence.

 

At April 30, 2013, F.K. Suzuki International,Inc. (“FKSI”) owed $19,699 to the Company in connection with past shared common expenses. Since a portion of this receivablehad been outstanding for a significant period of time, and FKSI was not in a position to reimburse the Company without the liquidationof all or a portion of its assets, including common stock of the Company, $19,669 of the receivable balance was reclassified asa contra-equity account thus reducing FKSI’s capital in the Company. See “Management’s Discussion and Analysisof Financial Condition and Results of Operations.”

 

Lauane C. Addis, Secretary and Director, asa member of the law firm of Stahl Cowen Crowley Addis LLC, has represented the Company with respect to the preparation and filingof this Report. Mr. Addis, and other Members and associates of Stahl Cowen Crowley Addis LLC, perform other legal services forthe Company from time to time, and it is anticipated such services will be performed by Mr. Addis and other members and associatesof Stahl Cowen Crowley Addis LLC, in the future. During Fiscal 2013, the Company paid $38,069 in legal fees to Stahl Cowen CrowleyAddis LLC, some of which inured to the benefit of Mr. Addis in the form of distributions from the law firm. Mr. Addis is an officer,director and shareholder of the Company, and is also the son-in-law of Fred K. Suzuki, President and Chairman of the Board of Directors.See "Directors and Executive Officers of the Registrant" and "Security Ownership of Certain Beneficial Owners andManagement."

 

Except with regard to the above, there wereno other material transactions involving management of the Company or any third party during the last fiscal year which accruedto the benefit of officers or directors of the Company.

 

The discussion in Item 10 of this report regardingdirector independence is hereby incorporated by reference.

 

Item 14. Principal Accounting Fees and Services.

 

Sassetti LLC served as independent auditorsfor the fiscal years ended April 30, 2013 and 2012, and it has acted as auditors for the Company since August 29, 2009.

 

Audit Fees. Fees billed by Sassetti LLCtotaled $36,685 for year ended April 30, 2013. This amount includes fees for the annual audit for the fiscal year ending April30, 2012 and reviews of all the Company’s quarterly reports filed by the Company with the SEC during the fiscal year endedApril 30, 2013. Fees billed by Sassetti, LLC totaled $36,712 for year ended April 30, 2012. This amount includes fees for annualaudit for fiscal year ending April 30, 2011 and reviews of all the Company’s quarterly reports filed by the company withthe SEC during the fiscal year ended April 30, 2012.

 

Audit-Related Fees. Sassetti LLC didnot 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 endingApril 30, 2013 and 2012, Sassetti LLC billed the Company $3,950 and $3,600, respectively, for professional fees related to taxservices rendered to the Company.

 

All Other Fees. Sassetti LLC did notbill 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’sAudit Committee is required to approve all non-audit services to be performed by the Company’s auditors. In this respect,the Audit Committee has considered whether the provision of the tax services during the Company’s fiscal year ending April30, 2013 and April 30, 2012 was compatible with maintaining the independence of the Company’s auditors. The Audit Committeehas made a determination that the independence of Sassetti LLC will not be adversely affected as a result of performance of taxservices for the Company, and therefore has approved the performance of such tax services for the fiscal years ending April 30,2013 and April 30, 2012, respectively.

 

Part IV

 

Item 15. Exhibits, Financial Statement Schedules

 

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

 

(a) (1) Financial Statements.

 

Balance sheets for the fiscalyears ending April 30, 2013 and 2012.

 

Statements of income forthe fiscal years ending April 30, 2013 and 2012.

 

Statements of Shareholders'Equity for the fiscal years

April 30, 2013 and 2012.

 

Statements of Cash Flowsfor fiscal years ending

April 30, 2013 and 2012.

 

Notes to financial statements.

 

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

 

No financial schedules forthe fiscal years ending April 30, 2013 and 2012

are submitted.

 

Except as listed above,there are no financial statement schedules

required to be filed byItem 8 of this Form 10-K except for those

otherwise shown on the financialstatements or notes thereto

contained in this report.

 

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

 

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

 

3. a.	 Articles of Incorporation(1)

 

b. Amended and RestatedBy-Laws(2)

 

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

 

9.	Voting Trust Agreements- none.

 

10. Material Contracts -none.

 

11.	Statement RegardingComputation of Earnings Per Share - none.

 

13. Annual or QuarterlyReports to Security Holders - none.

 

 

(a) Amended and Restated Code ofEthics of Biosynergy, Inc., adopted as of June 30, 2009(3)

 

16.	Letter RegardingChange in Certifying Accountants - none.

 

18. Letter Regarding Changein Accounting Principles - none.

 

19. Previously Unfiled Documents- none.

 

22. Subsidiaries of Registrant- none.

 

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

 

24. Consent of Experts andCounsel - none.

 

25. Power of Attorney -none.

 

31.1 Certification of theChief Executive Officer pursuant to Rule 13a-14(a) under the

Securities Exchange Actof 1934.

Accompanying this Report.

 

31.2 Certification of theChief Accounting Officer pursuant to Rule 13a-14(a) under the

Securities Exchange Actof 1934.

Accompanying this Report.

 

32.1 Certification of theChief Executive Officer pursuant to Rule 13a-14(b) under the

Securities Exchange Actof 1934 and 18 U.S.C. Sect. 1350.

Accompanying this Report.

 

32.2 Certification of theChief Accounting Officer pursuant to Rule 13a-14(b) under the

Securities Exchange Actof 1934 and 18 U.S.C. Sect. 1350.

Accompanying this Report.

 

(99) Additional Exhibits- none

---------------------------

(1) Incorporated by reference to a RegistrationStatement filed on Form S-18 with the Securities and Exchange Commission, 1933 Act Registration Number 2-83015C, under the SecuritiesAct of 1933, as amended.

 

(2) Incorporated by reference to the Company'sCurrent Report filed on Form 8-K with the Securities and Exchange Commission as of July 2, 2009.

 

(3) Incorporated by reference to the Company’sAnnual Report for the fiscal year ending April 30, 2009 filed on Form 10-K with the Securities and Exchange Commission.

 

(b) Reports on Form 8K. No current reports onForm 8K were filed or were required to be filed during

the last quarter coveredby this report.

 

 

SIGNATURES

 

 

Pursuant to the requirements of Section 13 or15(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.

 

 

 

 

 

Pursuant to the requirements of Securities andExchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacitiesand on the dates indicated.

 

 

 

 

 

 

 

 

 

 

Biosynergy, Inc.

 

Financial Statements for the

Years Ended April 30, 2013 and 2012

 

 

 

 

 

 

 

 

 

 

 

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 Income	Exhibit B	4

 

Statements of Stockholders’ Equity	Exhibit C	5

 

Statements of Cash Flows	Exhibit D	6

 

Notes to Financial Statements	7-13

 

 

 

 

 

Sassetti LLC

Certified Public Accountants

 

 

The Board of Directors

Biosynergy, Inc.

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM

 

We have audited the accompanyingbalance sheets of Biosynergy, Inc. as of April 30, 2013 and 2012 and the related statements of income, stockholders' equity, andcash flows for the years then ended.  These financial statements are the responsibility of the Company's management.  Ourresponsibility is to express an opinion on these financial statements based on our audits.

 

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

 

In our opinion, the financialstatements referred to above present fairly, in all material respects, the financial position of Biosynergy, Inc. as of April 30,2013 and 2012 and the results of its operations and its cash flows for the years then ended, in conformity with accounting principlesgenerally accepted in the United States of America.

 

 

/s/ Sassetti LLC 	

 

 

July 29, 2013

Oak Park, Illinois

 

 

6611 W. North Avenue * Oak Park, Illinois 60302 * Phone (708) 386-1433* Fax (708) 386-0139

 

Assets

 

 

 

 

 

 

 

Liabilities and Stockholders’Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integralpart of the financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of the financialstatements.

Note 1 - Company Organization and Description

 

Biosynergy, Inc. (the Company) was incorporatedunder the laws of the state of Illinois on February 9, 1976. The Company is primarily engaged in the development and marketingof medical, consumer and industrial thermometric and thermographic products that utilize cholesteric liquid crystals. The Company’sprimary product, the Hemo Temp II Blood Monitoring Device, accounted for about 90% of sales for the years ended April 30, 2013and 2012. The products are sold to hospitals, clinical end users, laboratories and product dealers located throughout the UnitedStates.

 

Note 2 - Summary of Significant AccountingPolicies

 

Cash

 

The Company maintains all of its cashin bank deposit accounts, which at times may exceed federally insured limits. No losses have been experienced on such accounts.All cash is held with Bank of America, N.A., JPMorgan Chase Bank, N.A., and BMO Harris, N.A.

 

Receivables

 

Receivables are carried at original invoiceless estimates made for doubtful receivables. Management determines the allowance for doubtful accounts by reviewing and identifyingtroubled accounts on a periodic basis by using historical experience applied to an aging of accounts. A receivable is consideredto be past due if any portion of the receivable balance is outstanding for more than 30 days. Receivables are written off whendeemed uncollectible. Recoveries of receivables previously written off are recorded when received.

 

Inventories

 

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

 

Depreciation and Amortization

 

Equipment and leasehold improvements arestated at cost. Depreciation is computed primarily using the straight-line method over the estimated useful lives of the respectiveassets. Repairs and maintenance are charged to expense as incurred. Renewals and betterments, which significantly extend the usefullives of existing equipment, are capitalized. Significant leasehold improvements are capitalized and amortized over 10 years orthe term of the lease, if shorter. Equipment is depreciated over three to 10 years.

 

 

 

 

Note 2 - Summary of SignificantAccounting Policies (Cont’d)

 

Prepaid Expenses

 

Certain expenses, primarily insuranceand income taxes, have been prepaid and will be used within one year.

 

Revenue Recognition

 

The Company recognizes net sales revenueupon the shipment of products to customers.

 

Shipping and Handling

 

Shipping and handling fees billed to customer,if any, are netted against the related costs which are included in cost of sales. The net cost is not material.

 

Income Taxes

 

Income taxes are provided for the taxeffects of transactions reported in the financial statements and consist of taxes currently due and deferred taxes related primarilyto differences in the methods of accounting for patents, inventories, certain accrued expenses and bad debt expenses for financialand income tax reporting purposes. The deferred income taxes represent the future tax consequences of those differences, whichwill be taxable in the future. See Note 4 for additional information regarding income taxes.

 

The Company files tax returns in the U.S.federal jurisdiction and with the state of Illinois. Various tax years remain open to examinations although there are currentlyno ongoing tax examinations. Management’s policy is to recognize interest and penalties related to uncertain tax positionsin income tax expense.

 

Research and Development and Patents

 

Research and development expendituresare 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 using the straight-line method.

 

Patents relate to products that have beendeveloped and are being marketed by the Company. Patents pending relate to products under development.

 

 

Note 2 - Summary of SignificantAccounting Policies (Cont’d)

 

Use of Estimates

 

The preparation of financial statementsin conformity with accounting principles generally accepted in the United States of America requires management to make estimatesand assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilitiesas of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actualresults could differ from those estimates.

 

Income Per Common Share

 

Income per common share is computed bydividing net income by the weighted-average number of common shares outstanding during the period. Basic and diluted net incomeper common share is the same for the years ended April 30, 2013 and 2012 as there are no common stock equivalents.

 

Fair Value of Financial Instruments

 

The Company evaluates its financial instrumentsbased on current market interest rates relative to stated interest rates, length to maturity and the existence of readily determinablemarket prices. Based on the Company’s analysis, the fair value of financial instruments recorded on the balance sheets asof April 30, 2013 and 2012, approximates their carrying value.

 

Recent Accounting Pronouncements

 

In June 2011, the FASB issued ASU 2011-05,“Comprehensive Income (Topic 220): Presentation of Comprehensive Income”, which is effective for annual reporting periodsbeginning after December 15, 2011. This guidance eliminates the option to present the components of other comprehensive incomeas part of the statement of changes in stockholders’ equity. In addition, items of other comprehensive income that are reclassifiedto profit or loss are required to be presented separately on the face of the financial statements. This guidance is intended toincrease the prominence of other comprehensive income in financial statements by requiring that such amounts be presented eitherin single continuous statement of income or separately in consecutive statements of income and comprehensive income. The Company’sadoption of ASU 2011-05 did not have a material impact on its financial condition or results of operations.

 

The FASB issues ASUs to amend the authoritativeliterature in Accounting Standards Certification (ASC). There have been a number of ASUs to date that amend the original text ofASCs. Except for the ASUs listed above, those issued to date either (i) provide supplemental guidance, (ii) are technical corrections,(iii) are not applicable to the Company or (iv) are not expected to have a significant impact on the Company.

 

 

Note 3 - Inventories

 

Inventories consist of the following:

 

 

 

Note 4 - Income Taxes

 

The components of the deferred income tax (assets) and liabilitiesas of April 30, 2013 and 2012 are as follows:

 

 

 

Deferred income tax liabilities resultprimarily from prepaid expenses and capitalized legal costs associated with patents that are deducted immediately for income taxpurposes and from differences between depreciation expense for book and tax purposes. Deferred income tax assets result primarilyfrom accrued vacation pay, which is not deducted for tax purposes unless it is paid within 21⁄2 months of each year-end, andother expenses, which are not deductible for tax purposes until paid.

Note 4 - Income Taxes (Continued)

 

The provision for income taxes consistsof the following components:

 

 

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

 

Note 5 - Related Party Transactions

 

The Company and its affiliates are relatedthrough common stock ownership as follows as of April 30, 2013:

 

 

Note 5 - Related Party Transactions(Continued)

 

As of April 30, 2013 and 2012, $19,699was due from F.K. Suzuki International, Inc. (FKSI). This balance is resulted from an allocation of common expenses charged toFKSI offset by advances received from time to time. No interest income is received or accrued by the Company. The financial conditionof FKSI is such that it will likely be unable to repay the Company without liquidating a portion of its assets, including a portionof its ownership in the Company. As a result, the total receivable balance of $19,699 was reclassified as a contra equity account.

 

A board member provides a variety of legalservices to the Company in his capacity as a partner in a law firm. Fees for such legal services were $38,069 and $33,732 for theyears ended April 30, 2013 and 2012, respectively.

 

Note 6 - Lease Commitments

 

In May 2010, the Company entered intoa five-year extension of the lease agreement for its current facilities, which expires on April 30, 2015. The base rent under theextended lease is payable in equal monthly installments over the life of the lease. As of April 30, 2013, the Company’s approximatetotal future minimum lease payments are as follows:

 

 

	

Also included in the lease agreement areescalation clauses for the lessor’s increases in property taxes and other operating expenses. Rent expense was $70,200 and$64,350 for fiscal years ended April 30, 2013 and 2012. The Company received a credit of $5,850 for lost office time after a floodin August of 2011.

 

Note 7 - Major Customers

 

Shipments to one customer amounted toapproximately 34.6% and 32.6% of sales in fiscal years 2013 and 2012, respectively. As of April 30, 2013 and 2012, there were outstandingaccounts receivable from this customer of approximately $97,470 and $94,560, respectively.

 

Shipments to another customer accountedfor 29.3% and 28.7% of sales in fiscal years 2013 and 2012, respectively. As of April 30, 2013 and 2012, there were outstandingaccounts receivable from this customer of approximately $27,840 and $33,800, respectively.

 

 

Note 8 – Employee Benefit Plan

 

The Company sponsors a 401(k) plan for all full-time employees.Under the plan, a participant may elect to defer compensation (up to allowable limits). The Company's discretionary contributionsfor the years ended April 30, 2013 and 2012 were $23,407 and $19,703, respectively.

 

EXHIBIT 31.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

 

 

 

 

I, Fred K. Suzuki, certify that:

 

1. I have reviewed this Annual Reporton Form 10-K/A of Biosynergy, Inc.;

 

2. Based on my knowledge, this reportdoes 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 thisreport;

 

3. Based on my knowledge, the financialstatements, and other financial information included in this 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 report;

 

4. The registrant’s other certifyingofficer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange ActRules 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 registrant and have:

 

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

 

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

 

	c.	Evaluated the effectivenessof the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

	d.	Disclosed in this report anychange in the registrant’s internal control over financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, oris reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.	The registrant’s other certifyingofficer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

	a.	All significant deficienciesand material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant’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 registrant’s internal control over financialreporting.

 

 

 

 

EXHIBIT 31.2

 

CERTIFICATION OF CHIEF ACCOUNTING OFFICER

 

 

 

 

 

I, Laurence C. Mead, certify that:

 

1. I have reviewed this Annual Reporton Form 10-K/A of Biosynergy, Inc.;

 

2. Based on my knowledge, this reportdoes 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 thisreport;

 

3. Based on my knowledge, the financialstatements, and other financial information included in this 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 report;

 

4. The registrant’s other certifyingofficer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange ActRules 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 registrant and have:

 

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

 

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

 

	c.	Evaluated the effectivenessof the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

	d.	Disclosed in this report anychange in the registrant’s internal control over financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, oris reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.	The registrant’s other certifyingofficer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

	a.	All significant deficienciesand material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant’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 registrant’s internal control over financialreporting.

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION1350 AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002

 

In connection with the Annual Report ofBiosynergy, Inc. (the “Company”) on Form 10-K/A for the year ending April 30, 2013, the undersigned hereby certifiespursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that: (1) the Report fullycomplies with the requirements of Section 13(a) and 15(d) of the Securities and Exchange Act of 1934; and (2) the information containedin the Report fairly represents, in all material respects, the financial conditions and results of operations of the Company asof April 30, 2013, and for the period then ended.

 

Biosynergy, Inc.

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION1350 AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002

 

In connection with the Annual Report ofBiosynergy, Inc. (the “Company”) on Form 10-K/A for the year ending April 30, 2013, the undersigned hereby certifiespursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that: (1) the Report fullycomplies with the requirements of Section 13(a) and 15(d) of the Securities and Exchange Act of 1934; and (2) the information containedin the Report fairly represents, in all material respects, the financial conditions and results of operations of the Company asof April 30, 2013, and for the period then ended.

 

Biosynergy, Inc.