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

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

                     For the fiscal year ended 4/30/04
                                              ---------
                                   OR

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

         [ ] FOR THE TRANSITION PERIOD FROM            TO
                                            ----------    -----------

Commission file number                                     0-12459

Biosynergy, Inc.
(Name of small business issuer in its charter)

Illinois                                              36-2880990
State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

1940 East Devon Avenue, Elk Grove Village, Illinois   60007
(Address of principal executive offices)            (Zip Code)

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

Securities registered under Section 12(b) of the Exchange Act:
Title of each class             Name of each exchange on which registered
NONE                                          NONE

Securities registered under section 12(g) of the Act:
Common Stock, No Par Value
(Title of class)

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

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

State issuer's revenue for its most recent fiscal year: $   742,339 .
                                                          ----------
The aggregate market value of the voting stock and non-voting stock held by
non-affiliates of the issuer on April 30, 2004 cannot be ascertained with
any certainty because there is no established trading market for the common
stock of the Company.

The number of shares of common stock outstanding on April 30, 2004 was
14,215,511.

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


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


                                     Part I
                                     ------
Item 1. Description of Business.
        -----------------------

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

Although the Company did not enter into any agreements materially affecting
its operations during Fiscal 2004, the Company experienced an increase in
sales.  The Company's sales of $742,339 were the highest since Fiscal 1982.
However, the Company realized a loss of $22,897 for the fiscal year ending
April 30, 2004 compared to a loss of $5,516 for Fiscal 2003 and a loss of
$11,373 for Fiscal 2002.  See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

The Company did not introduce any new products in Fiscal 2004.  The Company,
however, continued its development and review of the proposed products
described in "Thermographic and Thermometric Devices and Accessories" below.

The Company continued to introduce its products directly to industrial
customers during Fiscal 2004.  However, the Company did not make any
material sales to customers in the industrial markets.  Although the
ultimate results of these activities are not known, Management believes
there is a need for its products and technology in the industrial markets.

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

Financial Information About Industry Segments
---------------------------------------------
The Company generated revenues from sales of the medical and laboratory
products listed below in the medical and laboratory industry segment during
the fiscal year ended April 30, 2004, 2003 and 2002.  For a description of
these products, see "Narrative Description of Business."

Below is a schedule which presents the sales for each product and the
percentage of the Company's total sales attributable to each product for the
fiscal years ending April 30, 2004, 2003 and 2002.

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

<TABLE>
Medical and Laboratory          Sales of            Percentage of
Products                        Products            Total Sales
----------------------         ----------          -----------------
<S>                          <C>                     <C>
HemoTempR II BMD               $652,705.00                 87.9%
TempTrendR TI                    40,685.00                  5.5%
HemoTempR BMD                    14,566.00                  1.9%
Hemo-CoolTM JR II                13,799.00                  1.8%
HemoTempR II Activator            8,634.00                  1.2%
TempTrendR II TTD                 5,081.00                   .7%
LabTempR 40 ST                    2,669.00                   .4%
Hemo-CoolTM JR + Accessories      1,844.00                   .2%
StaFreezR FTI                     1,441.00                   .2%
LabTempR 20 ST                      790.00                   .1%
Miscellaneous (1)                   125.00                   .1%
                              -------------               --------
                              $742,339.00(2)               100.0%
</TABLE>

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

<TABLE>
Medical and Laboratory            Sales of              Percentage of
Products                          Products              Total Sales
--------------------------      ------------          -----------------
<S>                             <C>                   <C>
HemoTempR II                    $585,503.00                 86.7%
TempTrendR TI                     34,645.00                  5.1%
HemoTempR BMD                     15,617.00                  2.3%
HemoTempR II Activator            15,526.00                  2.3%
TempTrendR II TTD                  8,396.00                  1.2%
Hemo-CoolTM JR + Accessories       5,601.00                   .8%
Hemo-CoolTM Jr II & Accessories    3,865.00                   .6%
LabTempR 40 ST                     2,795.00                   .4%
StaFreezR FTI                      1,841.00                   .3%
LabTempR 20 ST                     1,624.00                   .3%
                                --------------             --------
                                $742,339.00(2)              100.0%
</TABLE>


                                  Fiscal Year Ending
                                    April 30, 2002
                                 -------------------
<TABLE>
Medical and Laboratory             Sales of               Percentage of
Products                           Products               Total Sales
----------------------------     ----------              -----------------
<S>                           <C>                       <C>
HemoTempR II BMD                $525,736.00                 87.3%
TempTrendR TI                     31,253.00                  5.2%
HemoTempR BMD                     16,929.40                  2.8%
HemoTempR II Activator             8,903.00                  1.5%
TempTrendR II TTD                  7,649.50                  1.3%
Hemo-CoolTM JR+ Accessories        4,459.70                   .7%
LabTempR 40 ST                     3,196.00                   .5%
LabTempR 20 ST                     2,732.50                   .4%
StaFreezR FTI                      1,373.50                   .2%
Miscellaneous (1)                     72.00                   .1%
                              ----------------            --------
                                $602,304.60(2)              100.0%
</TABLE>

----------------------------------
(1) Includes sales of Liquid Crystal Sheets, Digital Thermometers, and
special order thermometric and thermographic consumer and laboratory products.
(2) Includes discounts and returns.


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

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

Thermographic and Thermometric Devices and Other Products.
----------------------------------------------------------
During the fiscal year ending April 30, 2004 the Company manufactured and
marketed various medical, laboratory, and consumer thermometric and
thermographic devices and accessories.  These products were sold to
hospitals, clinical end-users, laboratories, and product dealers.

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

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

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

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

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

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

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

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

9.  Specialty products include devices manufactured to the specification and
design of the customer, such as time/ temperature shipping labels for food
products under the tradename FoodGardeTM Time/Temperature Indicators and
liquid crystal thermometers for general purpose thermometry.  The Company
anticipates continued manufacturing of these and additional specialty
products in the future.

The Company is also developing these other products.

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

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

3.  The Company intends to market new irreversible time/ temperature
indicators which will be used as shipping labels, and in other forms, for
the frozen food packaging industry (under the tradename FoodGardeTM), the
pharmaceutical industry, and for other industries requiring careful
monitoring of refrigerated or frozen materials.  The devices will have
irreversible color changes at various temperatures determined to be critical
by the end-user.  Therefore, a purchaser, whether an individual consumer or
a merchant, will be able to instantaneously determine the temperature
history of the material.  The Company is uncertain at this time when these
products will be available for sale.

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

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

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

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

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

Because of these conditions, the Company historically was forced to rely
heavily on its own sales and distribution efforts, rather than the use of
the traditional product distributors, for a large portion of its sales.
Nevertheless, the Company's primary distributor in the United States medical
market, Fisher Scientific Company ("Fisher"), and the Company's other
product distributors have increased their sales of the Company's products
throughout the United States over the past few years.  During Fiscal 2004,
Fisher accounted for 43.37% of the Company's sales.

In June, 2003, the Company added Cardinal Health, Inc. ("Cardinal") as a
distributor.  Cardinal is a leading provider and distributor of products and
services supporting the healthcare industry.  Cardinal is headquartered in
Dublin, Ohio, employs more than 49,000 on five continents, and has annual
revenues of more than $40 Billion.  Although it is difficult to predict the
ultimate success of Fisher, Cardinal and other distributors in selling the
Company's products, management believes distributors will continue to be an
important part of the Company's sales and distribution system.

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

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

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

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

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

The Company has filed two patents which are pending related to products and
production of products under development.  One patent entitled "Method of
Producing Eggshell Powder," application number 60/474,175, was filed on May
29, 2003.  The other patent, "Liquid Conductive Cooling/Heating Device and
Method of Use", application number 10/298,800, relating to the Company's
thermolyzer, was filed on November 18, 2002.  The Company will also seek to
obtain patents on other products currently being developed, as appropriate.

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

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

SEASONAL ASPECT OF BUSINESS.  The business of the Company is not seasonal.

WORKING CAPITAL ITEMS.  The Company has attempted to conserve working
capital whenever possible.  To this end, the Company attempts to keep
inventory at minimum levels.  The Company believes that it will be able to
maintain adequate inventory to supply its customers on a timely basis by
careful planning and forecasting demand for its products.  However, the
Company is nevertheless required, as is customary in the medical and
laboratory markets, to carry inventory to meet the delivery requirements of
customers and thus, inventory represents a substantial portion of the
Company's current assets.

The Company presently grants payment terms to customers and dealers of 30
days.  The Company will not accept returns of products from its dealers
except for exchange, but does guarantee the quality of its products to the
end user.

As of April 30, 2004, the Company had $461,595 of current assets available.
Of this amount, $61,355 was inventory, $126,524 was net trade receivables,
and $254,477 represented cash and short-term cash investments.

Management of the Company believes that it has sufficient working capital to
continue operations for the fiscal year ending April 30, 2005 provided the
Company's sales and ability to collect accounts receivable are not adversely
affected.  In the event the Company's sales decrease, the receivables of the
Company are impaired for any reason or the Company needs additional capital
for its development projects, it may be necessary to obtain additional
financing to cover working capital items and keep current trade accounts
payable, of which there can be no assurance.  See "Management's Discussion
and Analysis of Financial Condition and Results of Operations."

MAJOR CUSTOMERS.  Fisher, the Company's primary independent product
distributor, was directly responsible for 43.37% of the Company's net sales
during the fiscal year ending April 30, 2004.  No other customer or
distributor accounted for 10% or more of the Company's net sales during the
past fiscal year.  At April 30, 2004, Fisher owed the Company $77,246.
Management believes the loss of this distributor would materially reduce the
revenues of the Company until the Company could retain the services of
another major product distributor or the end users serviced by Fisher begin
ordering directly from the Company.

BACKLOGS.  The Company had $5,740 in backorders at April 30, 2004 compared
to $8,890 at April 30, 2003.

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

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

In the area of laboratory temperature monitoring, there are no other
competitors who market an infinitely thin liquid crystal temperature
indicator.  In the area of a food or drink safety indicator, there is no
competition known to the Company that utilizes liquid crystal technology.
The Company believes that the frozen food industry presently uses primarily
physical and organoleptic evaluation (e.g. evaluation of softness, texture,
aroma, taste, and the like), as well as mercury thermometers and temperature
sensitive inks to monitor freshness.  Labels containing wax encapsulated
dyes with specific low melting points and capillary action products are
produced by companies such as 3M under the trade name MonitorMarkTM,
DeltaTrack, Inc. under the trade name WarmMarkTM, Technical Industrial
Products ("TIP") under the trade name ThermaxR, and Medical Indicators, Inc.
under the trade name NexTempR, among others.

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

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

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

RESEARCH AND DEVELOPMENT.  During Fiscal 2004, 2003 and 2002, the Company
spent $110,118, $128,221, and $129,067, respectively, on Company-sponsored
research and development activities.  All expenditures for research and
development are expensed currently with the exception of significant
equipment and set-up charges which are capitalized and depreciated or
amortized over their estimated useful life.

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

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

INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES.  The
Company had export sales of $10,050 during the last fiscal year, and export
sales of $13,290 and $10,944 during the fiscal years ending in 2003 and
2002, respectively.  The Company also believes that some of its medical
devices were sold to distributors within the United States who resold the
devices in foreign markets.  However, the Company does not have any
information regarding such sales, and such sales are not considered to be
material.

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

ENVIRONMENTAL PROTECTION EXPENDITURES.  The Company's operations are not
subject to any federal, state or local laws regulating the discharge of
materials into the environment which materially affect earnings or the
competitive position of the Company, although the Company is subject to such
laws.  There were no material capital expenditures made during the last
fiscal year to comply with such laws, nor are any such expenditures
anticipated for Fiscal 2005.

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

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

The Company's production facilities, research facilities, and administrative
offices are located at 1940 East Devon, Elk Grove Village, Illinois 60007,
in a 10,400 square foot facility leased from an unaffiliated third party.
The lease for these facilities expires on January 31, 2006.  See Footnote 8
of the "Financial Statements."

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

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

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

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

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

None.

                             PART II
                             -------

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

MARKET INFORMATION.  Although the common stock of the Company is traded in
the over-the-counter market, there is no established public trading market
due to limited and sporadic trades.  Information regarding these trades is
compiled by the Stock Section of the National Daily Quotation Service ("Pink
Sheets") and selected broker-dealers trading such common stock.  During
Fiscal 2000, trades of the common stock of the Company were also reported on
the OTC Bulletin Board ("OTCBB").  The Company's common stock was deleted
from the OTCBB on April 4, 2000 because the Company did not have current
audited financial information on file with the Securities and Exchange
Commission.  Trading and pricing information for Fiscal 2002, 2003 and 2004
is not available to the Company.

HOLDERS.  As of April 30, 2004, there were approximately 854 shareholders of
record of the Company's common stock.

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

COMMON STOCK FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.  The Company
entered into a Stock Option Agreement with Fred K. Suzuki, President and
Chief Executive Officer of the Company.  See "Item 10. Executive
Compensation."  The following table sets forth the aggregate number of
shares to be issued upon exercise of the option, the weighted average
exercise price and the number of additional shares remaining for future
issuance:


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

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

Total                     2,591,000              $.025                none

</TABLE>
----------------------
(1) The Company granted this stock option to Mr. Suzuki to purchase
2,731,000 shares of the Company's common stock at an option price of $.025
per share.  The option is subject to several contingencies, including, but
not limited to, shareholder approval.  As of April 30, 2004, this option had
been exercised to the extent of 140,000 shares.  This option will terminate
on November 12, 2004.



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

Net Sales.  Net sales for the fiscal year ending April 30, 2004 were
$66,926, or 9.90%, higher than the previous fiscal year, and $140,034, or
23.25%, higher than the fiscal year ending in 2002.  The increase in sales
during Fiscal 2004 was primarily due to increased sales of the Company's
HemoTempR II blood temperature indicators.  The Company experienced an
increase of $67,202, or 11.47%, in sales of its HemoTempR II product in
Fiscal 2004 as compared to Fiscal 2003, and an increase of $126,969 or
24.15% as compared to Fiscal 2002.

Other Revenues.  Interest income for Fiscal 2004 was $4,573 less than fiscal
2003 due to no investments of available cash during 2004.  The Company did
realize $2,878 in miscellaneous income from subleasing a portion of the
Company's storage space.

Costs and Expenses.  Overall costs and expenses for the fiscal year ending
April 30, 2004 increased by $80,614 compared to the fiscal year ending in
2003, and increased by $143,522 compared to the fiscal year ending in 2002.
The increase in operating costs and expenses for Fiscal 2004 was generally
related to increased production expenses, increased salaries and employee
expenses, and increased accounting fees.  Generally, with the exception of
the above expenses, the overhead of the Company has remained constant.  In
order for the Company to continue without materially altering its present
operations, the overall operating costs and expenses for the ensuing fiscal
year are expected to be similar to those of the last fiscal year.

Cost of Sales.  As a percentage of net sales, the cost of sales was 33.89%
for the fiscal year ending April 30, 2004, 31.46% for the fiscal year ending
in 2003 and 31.73% for the fiscal year ending in 2002.  The Company expects
that the cost of sales as a percentage of net sales will remain relatively
stable over the next fiscal year in the absence of a material change in
sales or increase in cost of raw materials.

Research and Development Expenses.  Research and development expenses
decreased during the fiscal year ending in 2004 by $18,103 or 14.12%, as
compared to the fiscal year ending in 2003, and decreased by $18,949, or
14.68%, as compared to the fiscal year ending in 2002.  The decrease is due
to one less part-time employee and fewer supplies for Research and
Development testing.  The Company is investigating certain compounds for use
in food and other products as antibacterial agents and research intended to
improve the Company's current product line.  These expenses have remained
substantially constant for the past two years.  There is insufficient
information available to determine the extent to which the Company will be
required to allocate its resources to the continued development of these
products.  See "Narrative Description of Business - Thermographic and
Thermometric Devices and Accessories."

Marketing Expenses.  The Company's marketing expenses were $88,359 in 2004
and $79,198 in 2003, as compared to $77,850 for the fiscal year ending in
2002.  The increase for fiscal 2004 was primarily due to increased employee
health insurance costs, labor costs and commissions, and printing and
advertising materials. The Company will continue to increase its marketing
activities as resources became available which management believes is
necessary to continue the Company's growth.

General and Administrative Expenses.  The Company's general and
administrative costs increased by $50,452 as compared to the 2003 fiscal
year, and increased by $91,465 as compared to the fiscal year ending in
2002.  The increase was primarily the result of increases in salaries and
bonuses, related employment expenses including health insurance, accounting
fees, and expenses related to new securities regulations.  Except for
unforeseen extraordinary items and legal and accounting fees, it is unlikely
general and administrative expenses will materially change during Fiscal 2005.

Net Income/Loss.  The Company experienced a net loss of $22,897 as compared
to a net loss of $5,516 for Fiscal 2003 and a net loss of $11,373 for Fiscal
2002.  Although the Company experienced increased revenues during each of
these years, the Company's expenses significantly increased as discussed
above resulting in operating losses.  See "Net Sales and Costs and Expenses"
above.

As of April 30, 2004, the Company had net operating loss carryovers
aggregating approximately $49,000.  See "Financial Statements," for the
effect of the net operating loss carryforwards on the Company's income tax
position.  The Tax Reform Act of 1986 did not alter the Company's net
operating loss carryforward position, and the net operating loss
carryforwards will be available and expire, if not used, as set forth in
Footnote 5 to the Financial Statements for the year ending April 30, 2004.
See "Financial Statements."

Assets.  Since April 30, 2003, the Company's assets have decreased by
$24,423.  This is primarily due to decreased cash resulting from the
Company's loss position and use of cash for equipment purchases. Other
changes in specific items do not reflect transactions outside the ordinary
course of business.

Effective November 12, 2001, but approved by the Board of Directors on March
21, 2002, the Company entered into a stock option agreement with Fred K.
Suzuki, President, granting Mr. Suzuki an option to purchase 2,731,000
shares of the Company's common stock at an option price of $.025 per share.
The option is subject to several contingencies, including, but not limited
to, shareholder approval.  Management believes the option has no value in
excess of the fair market value of the Company's common stock, however,
there was no independent analysis of this transaction.  The option contains
anti-dilutive provisions in the event of corporate capital reorganizations.
Mr. Suzuki exercised this option to the extent of 140,000 shares on
September 30, 2002 for option price of $.025 per share, resulting in
additional paid-in-capital of $3,500.  This option will expire on November
12, 2004.

The Company was owed $21,652 by F.K. Suzuki International, Inc. ("FKSI"), an
affiliate, at April 30, 2004 and $19,699 at April 30, 2003.  This account
primarily represents common expenses which are charged by the Company to
FKSI for reimbursement.  These expenses include certain office expenses,
general operating expenses and legal fees.  See "Financial Statements."
These expenses are incurred in the ordinary course of business.  Although
management believes it is cost effective to share common expenses with FKSI,
the Company has reduced the amount of advances and common expenses charged
to FKSI until FKSI is in a position to reimburse the Company.
Collectability of the amounts due from FKSI cannot be assured without the
liquidation of all or a portion of its assets, and thus such receivable has
been classified as a non-current asset.

Liabilities.  The Company's overall liabilities have decreased by $1,526
since April 30, 2003.  This decrease represents ordinary fluctuations in
operations and does not represent any material change in the financial
status or operations of the Company.  See also "Assets" and "Liquidity and
Capital Resources."

Current Assets/Liabilities Ratio.  The ratio of current assets to current
liabilities, 10.34 to 1, has decreased from 10.94 to 1 at April 30, 2003.
The decrease in ratio of current assets to current liabilities does not
represent a material change in the financial condition or operations of the
Company, although it is reflective of a decrease in current assets.  In
order to maintain the Company's asset/liability ratio, the Company's
operations must return to profitability.

Liquidity and Capital Resources.  During the fiscal year ending April 30,
2004, the Company had a decrease in net working capital of $41,554.  The
decrease in net working capital is primarily due to the Company's operating
losses sustained in fiscal 2004 and the use of cash assets for patent expenses.

Cash used by operating activities was $25,468 during Fiscal 2004.  Cash
provided by operating activities was $11,725 during Fiscal 2003 and cash
used in operating activities was $20,588 during Fiscal 2002.  Although the
Company experiences varying collection periods of its accounts receivable,
the Company believes that uncollectible accounts receivable will not have a
significant effect on future liquidity.

The Company's cash flows from operations are considered adequate to fund the
short term capital needs of the Company.  However, the Company does not have
a working line of credit, and does not anticipate obtaining a working line
of credit in the near future.  There is therefore a risk additional
financing may be necessary to fund long-term capital needs of the Company,
although there is no such currently known long-term capital needs.

Except for its operating capital needs, the Company does not have any other
material contingencies for which it must provide.

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

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

The Company's accounting policies are disclosed in Note 1 to the Financial
Statements for the year ending April 30, 2004.  See "Financial Statements."
Except as noted below, the impact on the Company's financial position or
results of operation would not have been materially different had the
Company reported under different conditions or using different assumptions.
The policies which may have materially affected the financial position and
results of operations of the Company if such information had been reported
under different circumstances or assumptions are:

Use of Estimates - preparation of financial statements and conformity with
accounting principals generally accepted in the United States of America
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities as of the date of the Financial Statements and the
reported amounts of revenues and expenses during the reporting period.  The
financial condition of the Company and results of operations may differ from
the estimates and assumptions made by management in preparation of the
Financial Statements accompanying this report.

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

Stock Options - The Company accounts for its stock options in accordance
with the provisions of Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations, and
has elected to follow the "disclosure only" alternative prescribed by SFAS
No. 123.

Forward Looking Statements.  This report may contain statements which, to
the extent they are not recitations of historical fact, constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 (the "Reform Act").  Such forward-looking
statements involve risks and uncertainties.  Actual results may differ
materially from such forward-looking statements for reasons including, but
not limited to, changes to and developments in the legislative and
regulatory environments effecting the Company's business, the impact of
competitive products and services, changes in the medical and laboratory
industries caused by various factors, as well as other factors as set forth
in this report.  Thus, such forward-looking statements should not be relied
upon to indicate the actual results which might be obtained by the Company.
No representation or warranty of any kind is given with respect to the
accuracy of such forward-looking information.  The forward-looking
information has been prepared by the management of the Company and has not
been reviewed or compiled by the Company's independent public accountants.

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

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

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

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

Item 8.  Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure.
         ---------------------------------------------------------------
The Company retained the services of Blackman Kallick Bartelstein, LLP to
audit the Company's annual Financial Statements as of April 30, 2004, 2003
and 2002, and to review the Company's quarterly statements.  No accountants
of the Company were dismissed or resigned during the past two years.  There
have been no disagreements with the Company's accountants regarding
accounting matters or financial disclosure.

Item 8A.  Controls and Procedures.
          ------------------------
(a)     The management of the Company has prepared and is responsible for
the integrity of the information presented in this Annual Report for the
period ending April 30, 2004, including the Company's financial statements.
These statements have been prepared in conformity with generally accepted
accounting principals and include, where necessary, informed estimates and
judgments by management.

(b)     Within the 90 days prior to the date of filing this Form 10-KSB, the
Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer along with the Company's Chief Accounting Officer, of the
effectiveness of the design and operation fo the Company's disclosure
controls and procedures pursuant to Exchange Act Rule 13a-14.  Based upon
that evaluation, the Company's Chief Executive Officer along with the
Company's Chief Accounting Officer concluded that the Company's disclosure
controls and procedures are effective in timely alerting them to material
information related to the Company required to be included in the Company's
periodic SEC filings.

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

(d)     The Company has an Audit Committee that meets periodically with
management to review the manner in which they are performing their
responsibilities and to discuss auditing, internal accounting controls and
financial reporting matters.  It is the opinion of the Audit Committee that
such controls, policies and procedures are effective to ensure that material
information regarding the Company is presented in this Annual Report.





                                Part III
                                --------

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

Item 9.  Directors and Executive Officers of the Registrant.
         ---------------------------------------------------
The executive officers and directors of the Company are:

                          Positions                    Served in
Name                Age   with Company                 Office Since
--------------     ----   ---------------------        ------------------
Fred K. Suzuki      74    President, Chief             February, 1976 (1)
                          Executive Officer,
                          Treasurer, Director of
                          Research and Development,
                          Director of Marketing
                          and Sales, and Chairman
                          of the Board of Directors

Mary K. Friske      44    Vice President -             September, 1993
                          Administration,
                          Manager of Sales

Laurence Mead       42    Vice President -             April,1994
                          Manufacturing, Chief
                          Accounting Officer,
                          Manager of Financial
                          and Product Development

Lauane C. Addis     48    Corporate Counsel,           February, 1984
                          Secretary and                December, 1985
                          Director                     February, 1987

James F. Schembri   69    Director                     November, 1990

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



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

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

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

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

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

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

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

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

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

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


Section 16(a) Beneficial Ownership Reporting Compliance.
-------------------------------------------------------
During the fiscal year ending April 30, 2004, the Company did not receive
any reports required to be filed by a director, officer or beneficial owner
of more than 10% of the Company's common stock pursuant to Section 16(a) of
the Securities and Exchange Act.  Management is not aware of any director,
officer or beneficial owner of more than 10% of the Company's common stock
who has failed to file on a timely basis any reports required by Section
16(a) of the Securities Exchange Act during the fiscal year ending April 30,
2004.

Audit Committee.
----------------
The Audit Committee reviews and, when it deems appropriate, approves
internal accounting and financial controls for the Company and accounting
principals and auditing practices and procedures to be employed in the
preparation and review of the financial statements of the Company.  The
Company also makes recommendations to the Board of Directors concerning the
engagement of independent public auditors to audit the annual consolidated
financial statements and review the unaudited quarterly financial statements
of the Company and arranges with such auditors the scope of the audit to be
undertaken by them.  The Audit Committee currently has one member, James F.
Schembri, a director of the Company.  The Board of Directors has determined
that Mr. Schembri is a financial expert as a result of Mr. Schembri's
experience described under "Business Experience" above.  Mr. Schembri is an
independent director as defined in Rule 4200(a)(15) of the National
Association of Securities Dealers listing standards.

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

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

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

The following summary compensation table sets forth a summary of
compensation for services in all capacities to the Company during the fiscal
years ended April 30, 2004, 2003 and 2002 paid to the Chief Executive
Officer.  None of the Company's other executive officers received annual
salaries and bonuses for such fiscal years exceeding $100,000.

<TABLE>
                                Summary Compensation Table
                    -------------------------------------------
                         Annual Compensation                 Long Term Compensation/Awards
                -------------------------------------   --------------------------------------------
Name and                               Other            Restricted Securities
Principal                              Annual           Stock      Underlying   LTIP    All Other
Position         Year Salary   Bonus   Compensation(1)  Awards(2)  Options/SARS Payouts Compensation
---------------  ---- ------- -------- ---------------  ---------- ------------ ------- ------------
<S>              <C>  <C>      <C>     <C>              <C>        <C>          <C>     <C>
Fred K. Suzuki   2004 $84,750  $10,000      -                -          -           -         -
President,       2003 $80,000  $ 5,000      -                -          -           -         -
Chairman of      2002 $80,000  $ 5,000      -                -          -           -         -
the Board and
Chief Executive
Officer
</TABLE>
------------------------------
(1) No executive officer received perquisites in excess of the lesser of
$50,000 or 10% of the aggregate of such officer's salary and bonus.

(2) See "Stock Options" below.

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

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

Stock Options
-------------
On November 12, 1998, the Company entered into a Stock Option Agreement
("Stock Option I"), described below, with Fred K. Suzuki, President of the
Company.  Stock Option I terminated by its terms on November 12, 2001.
Effective November 12, 2001, but approved by the Board of Directors on March
21, 2002, another Stock Option ("Stock Option II"), described below, was
granted to Fred K. Suzuki.  No other stock options were granted to the Chief
Executive Officer or the Company's four other most highly compensated
executive officers (other than the Chief Executive Officer) whose total
annual salary and bonus for fiscal year 2003 exceeded $100,000.  Mr. Suzuki
exercised this option to the extent of 140,000 shares on September 30, 2002
resulting in additional paid-in-capital of $3,500.  This option will expire
on November 12, 2004.  The following table sets forth the aggregate value as
of April 30, 2004 of unexercised options held by such individuals.


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

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

------------------------
(1)  Effective November 12, 2001, but approved by the Board of Directors on
March 21, 2002, the Company entered into a Stock Option Agreement with Fred
K. Suzuki, President, granting Mr. Suzuki an option to purchase 2,731,000
shares of the Company's common stock at an option price of $0.025 per share.
 The option is subject to several contingencies, including, but not limited
to Shareholder approval.  Management believes this option has no value in
excess of the fair market value of the Company's common stock, however,
there was no independent analysis of this transaction.  The option contains
anti-dilutive provisions in the event of a corporate capital reorganization.
 As of April 30, 2004, this option had been exercised to the extent of
140,000 Shares.  This option will terminate on November 12, 2004.




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

Item 11.  Security Ownership of Certain Beneficial Owners and Management and
          Related Stockholder Matters.
          ------------------------------------------------------------------
The following table sets forth information as of April 30, 2004, as to the
voting securities of the Company owned by the officers and directors of the
Company and by each person who owns of record, or is known by the Company to
own beneficially, more than 5% of any class of voting securities.


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

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

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

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

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

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

Common Stock        All directors and        6,716,896             47.25%
                    officers as a
                    group (5 members)
----------------------
(1)        Fred K. Suzuki is President of F.K. Suzuki International, Inc.
("FKSI") and owns 35.6% of the outstanding common stock of FKSI.  Mr. Suzuki
personally holds of record 409,000 shares of the company's common stock;
however he is deemed to be beneficial owner by reason of voting and
disposition control 4,497,146 shares which are owned by FKSI.  The above
table does not include an option granted to Mr. Suzuki to acquire 2,591,000
shares of the Company's common stock at $0.025 per share.  See "Executive
Compensation" and "Certain Relationships and Related Party Transactions."

(2)        Mr. Addis personally owns 9,000 shares of the outstanding Common
Stock of the Company.  In addition, Mr. Addis owns 32.7% of the outstanding
Common Stock of FKSI, which owns 31.63% of the Common Stock of the Company.
Mr. Addis is therefore deemed to be beneficial owner by reason of voting and
disposition control of 4,497,146 shares owned by FKSI.

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

(4)        In addition to the Shares of outstanding common stock of the
Company owned by Mary K. Friske, she also owns 200 shares, or approximately
..2%, of the outstanding common stock of FKSI, which owns 31.63% of the
common stock of the Company.

(5)        In addition to the common stock of the Company owned by Laurence
C. Mead, he also owns 4,000 shares, or approximately 4%, of the outstanding
common stock of FKSI, which owns 31.63% of the common stock of the Company.



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


Item 12.  Certain Relationships and Related Transactions.
          -----------------------------------------------
During the fiscal year ending April 30, 2004, the Company shared common
office expenses, including legal fees, with F.K. Suzuki International, Inc.
("FKSI").  It is believed by management that by sharing these common
expenses with FKSI, they will be reduced and kept at minimum levels.  As of
April 30, 2004, FKSI owed $21,657 to the Company in connection with the
shared common expenses.  See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

Effective November 12, 2001, the Company granted an option to Mr. Suzuki to
purchase all or a portion of 2,731,000 shares of the Company' common stock
at a purchase price of $0.025 per share.  This option is subject to several
contingencies including, but not limited to, shareholder approval.  As of
April 30, 2004, this option was exercised to the extent of 140,000 shares on
September 30, 2002.  See "Executive Compensation."

Lauane C. Addis, Secretary and Director, a member of the law firm of Stahl
Cowen Crowley LLC, has represented the Company with respect to the
preparation and filing of this Report.  Mr. Addis, and other Members and
associates of Stahl Cowen Crowley LLC, perform other legal services for the
Company from time to time, and it is anticipated such services will be
performed by Mr. Addis and other members and associates of Stahl Cowen
Crowley LLC, in the future.  During Fiscal 2004, the Company paid $16,390.46
in legal fees to the law firm, some of which inured to the benefit of Mr.
Addis in the form of distributions.  Mr. Addis is an officer, director and
shareholder of the Company, and is also the son-in-law of Fred K. Suzuki,
President and Chairman of the Board of Directors.  See "Directors and
Executive Officers of the Registrant" and "Security Ownership of Certain
Beneficial Owners and Management."

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


Item 13.  Exhibits, Financial Statements, Schedules and Reports on Form 8-K
          -----------------------------------------------------------------
The following financial statements, schedules and exhibits are filed as a
part of this report:

(a) (1) Financial Statements.

        Balance sheets for the fiscal years ending April 30, 2004 and 2003.

        Statements of operations for the fiscal years ending April 30,
        2004, 2003 and 2002.

        Statements of Shareholders' Equity (Deficit) for the fiscal years
        April 30, 2004, 2003 and 2002.

        Statements of Cash Flows of the Company for fiscal years ending
        April 30, 2004, 2003 and 2002.

        Notes to financial statements.

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

        No financial schedules for the fiscal years ending April 30, 2004,
        2003 and 2002 are submitted.

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

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

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

     3a.   Articles of Incorporation(1)

       b. By-Laws(1)

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

     9.    Voting Trust Agreements - none.

     10.  Material Contracts

           (a) Stock Option Agreement, dated November 12, 2001, between the
Company and Fred K. Suzuki (2)

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

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

     16.   Letter Regarding Change in Certifying Accountants - none.

     18.  Letter Regarding Change in Accounting Principles - none.

     19.  Previously Unfiled Documents - none.

     22.  Subsidiaries of Registrant - none.

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

     24.  Consent of Experts and Counsel - none.

     25.  Power of Attorney - none.

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

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

        32.1 Certification of the Chief Executive Officer pursuant to Rule
             13a-14(b) under the Securities Exchange Act of 1934 and
             18 U.S.C. Sect. 1350.
                Accompanying this Report.

        32.2 Certification of the Chief Accounting Officer pursuant to Rule
             13a-14(b) under the Securities Exchange Act of 1934 and
             18 U.S.C. Sect. 1350.
                Accompanying this Report.

     (99) Additional Exhibits - none

---------------------------
(1)  Incorporated by reference to a Registration Statement filed on Form
S-18 with the Securities and Exchange Commission, 1933 Act Registration
Number 2-83015C, under the Securities Act of 1933, as amended, and
Incorporated by reference, with regard to Amended By-Laws, to the Company's
Annual Report on Form 10K for fiscal year ending April 30, 1986 filed with
the Securities and Exchange Commission.

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

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


Item 14.  Principal Accountant Fees and Services.
          --------------------------------------
Blackman Kallick Bartelstein, LLP served as independent auditors for the
fiscal year ended April 30, 2004, and it has acted as auditors for the
Company since May 1, 2002.


Audit Fees.
-----------
Fees billed by Blackman Kallick Bartelstein, LLP totaled $50,290 for the
year-ended April 30, 2004.  This included fees for the annual audit and
reviews of all the Company's quarterly reports on Form 10-QSB.  Fees billed
by Blackman Kallick Bartelstein, LLC totaled $3,740 for the year-ended April
30, 2003.  This included only a fee for the review of one of the Company's
quarterly reports on Form 10-Q.

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

Tax Fees.
---------
During the fiscal year ending April 30, 2004, Blackman Kallick Bartelstein,
LLP billed the Company $3,553 for professional fees related to tax services
rendered to the Company.  Blackman Kallick Bartelstein, LLP did not bill the
Company for any professional fees related to tax services during the fiscal
year ending April 30, 2003.
All Other Fees.

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

Audit Committee Review.
-----------------------
The Company's audit committee is required to approve all non-audit services
to be performed by Blackman Kallick Bartelstein, LLP.  In this respect, the
audit committee has considered with the provision of the tax services during
the Company's fiscal year ending April 30, 2004 was compatible with
maintaining the independence of Blackman Kallick Bartelstein, LLP.  The
audit committee has made a determination that the independence of Blackman
Kallick Bartelstein, LLP will not be adversely affected as a result of
performance of tax services for the Company, and therefore has approved the
performance of such tax services for the fiscal years ending April 30, 2003
and April 30, 2004.


                             SIGNATURES


In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

REGISTRANT:  BIOSYNERGY, INC.


/s/ Fred K. Suzuki                         July 20, 2004
--------------------------------------    --------------------
Fred K. Suzuki, Chairman of the             Date
Board of Directors, Chief Executive
Officer, President and Treasurer

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


/s/ Fred K. Suzuki                       July 20, 2004
-----------------------------------     ---------------------
Fred K. Suzuki, Chairman of the                Date
Board of Directors, Chief Executive
Officer, President and Treasurer

/s/ Lauane C. Addis                      July 20, 2004
-----------------------------------     ---------------------
Lauane C. Addis, Secretary                        Date
and Director








                           EXHIBIT 31.1
                 CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Fred K. Suzuki, certify that:

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

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

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

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

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

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

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

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

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

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

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

Dated: July 20, 2004

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






                            EXHIBIT 31.2
             CERTIFICATION OF CHIEF ACCOUNTING OFFICER

I, Laurence C. Mead, certify that:

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

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

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

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

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

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

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

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

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

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

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

Dated: July 20, 2004

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





                                 Exhibit 32.1

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

In connection with the Annual Report of Biosynergy, Inc. (the "Company") on
Form 10-KSB for the year ending April 30, 2004, the undersigned hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 that: (1) the Report fully complies
with the requirements of Section 13(a) and 15(d) of the Securities and
Exchange Act of 1934; and (2) the information contained in the Report fairly
represents, in all material respects, the financial conditions and results
of operations of the Company as of April 30, 2004, and for the period then
ended.

Biosynergy, Inc.

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

Dated: July 20, 2004




                               Exhibit 32.2

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

In connection with the Annual Report of Biosynergy, Inc. (the "Company") on
Form 10-KSB for the year ending April 30, 2004, the undersigned hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 that: (1) the Report fully complies
with the requirements of Section 13(a) and 15(d) of the Securities and
Exchange Act of 1934; and (2) the information contained in the Report fairly
represents, in all material respects, the financial conditions and results
of operations of the Company as of April 30, 2004, and for the period then
ended.

Biosynergy, Inc.

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

Dated: July 20, 2004





















Biosynergy, Inc.

Years Ended April 30, 2004, 2003 and
2002






C o n t e n t s


	                                         Reference	Page

Report of Independent Registered
Public Accounting Firm		                                1

Balance Sheets	                             Exhibit A	2-3

Statements of Operations	                 Exhibit B	4

Statements of Stockholders' Equity	           Exhibit C	5

Statements of Cash Flows	                 Exhibit D	6

Notes to Financial Statements		                        7-12



Report of Independent Registered Public Accounting Firm


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


We have audited the accompanying balance sheets of Biosynergy, Inc. as of
April 30, 2004 and 2003, and the related statements of operations,
stockholders'equity and cash flows for each of the two years in the
period ended April 30, 2004.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States).  Those standards
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Biosynergy,
Inc. as of April 30, 2004 and 2003, and the results of its operations
and its cash flows for each of the two years in the period ended April
30, 2004, in conformity with U.S. generally accepted accounting principles.

The accompanying statements of operations, stockholders' equity and cash
flows of Biosynergy, Inc. for the year ended April 30, 2002 were not
audited by us and, accordingly, we do not express an opinion on them.


S/Blackman Kallick Bartelstein, LLP


June 7, 2004
Chicago, Illinois




                                         Assets
                                         ------

<TABLE>
                                                               2004                 2003
                                                           --------------     -------------
<S>                                                        <C>                <C>
Current Assets
 Cash                                                      $      254,477     $     309,512
      Accounts receivable - Trade (Net of allowance for
        doubtful accounts of $500 in 2004 and 2003)               126,524           111,620
      Inventories                                                  61,355            66,447
      Prepaid expenses                                             19,239            17,096
                                                           --------------     -------------
				Total Current Assets	             	461,595		504,675
                                                           --------------     -------------
Due from Affiliate                                                 21,652            19,699
                                                           --------------     -------------
Equipment and Leasehold Improvements
      Equipment                                                   155,014           133,872
      Leasehold improvements	                                     15,896            15,140
                                                           --------------     -------------
                                                                  170,910           149,012
      Less accumulated depreciation and amortization	            137,471           126,561
                                                           --------------     -------------
             Total Equipment and Leasehold Improvements            33,439            22,451
                                                           --------------     -------------
Other Assets
      Patents pending                                              34,725            29,009
      Deposits                                                      6,015             6,015
                                                           --------------      ------------
             Total Other Assets                                    40,740            35,024
                                                           --------------      ------------
                                                           $      557,426      $    581,849
                                                           ==============      ============
</TABLE>



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

<TABLE>

                              						2004			2003
                                                             -------------     ------------
<S>                                                          <C>               <C>
Current Liabilities
      Accounts payable                                        $   10,028        $   15,455
      Accrued compensation and payroll taxes                      10,997             9,546
      Deferred rent                                                3,080             3,190
      Other accrued expenses                                       3,828             2,338
      Accrued vacation                                            16,695            15,625
                                                              ----------       -----------
            Total Current Liabilities                             44,628            46,154







Stockholders' Equity (Deficit)
      Common stock - No par value; authorized - 20,000,000
        shares; issued - 14,215,511 shares                       642,988           642,888
      Additional paid-in capital                                       -               100
      Accumulated deficit                                       (130,190)         (107,293)
                                                              -----------        ----------

            Total Stockholders' Equity                           512,798           535,695
                                                              -----------        ----------
                                                              $  557,426         $ 581,849
                                                              ===========        ==========
</TABLE>


<TABLE>
						2004			2003			2002
					    Audited		    Audited		   Unaudited
					-------------	-------------	-------------
<S>					<C>			<C>			<C>

Net Sales				$     742,339	$     675,413	$	602,305
Cost of Sales				251,596		212,492		191,099
					-------------	-------------	-------------
Gross Profit				490,743		462,921		411,206
					-------------	-------------	-------------
Operating Expenses
  Marketing					 88,359		 79,198		 77,850
  General and administrative		318,041		267,589		226,576
  Research and development		110,118		128,221		129,067
					-------------	-------------	-------------
     Total Operating Expenses       516,518		475,008		433,493
					-------------	-------------	-------------
Loss from Operations	       	(25,775)		(12,087)		(22,287)
					-------------	-------------	-------------
Other Income
	Interest income         		-             4,573	        8,890
	Other income	           	  2,878		  1,998		  2,024
					-------------	-------------	-------------
        Total Other Income		  2,878		  6,571		 10,914
					-------------	-------------	-------------
Net Loss				$	(22,897)	$	 (5,516)	$	(11,373)
					=============	=============	=============
Net Loss Per Common Share -
  Basic and Diluted		$		-	$		-	$		-
					=============	=============	=============

Weighted-Average Common
     Shares Outstanding		   14,215,511	   14,156,856	   14,068,878
					=============	=============	=============

</TABLE>


<TABLE>
										Additional
					  Common Stock			Paid-In	Accumulated
					Shares	   Amount		Capital	Deficit	    Total
					----------	-------------	----------	-----------  ----------
<S>					<C>		<C>			<C>		<C>		 <C>
Balance, April 30, 2001
  (Unaudited)			13,806,511	$	632,663	$	100	$  (90,404)	 $  542,359

Stock Option Exercise		   269,000		  6,725		-		-		6,725

Net Loss					   -		      -		-	   (11,373)	    (11,373)
					----------	-------------	---------	-----------	  ---------
Balance, April 30, 2002
  (Audited)				14,075,511		639,388		100	  (101,777)	    537,711

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

Net Loss					   -		      -		-	    (5,516)	     (5,516)
					----------	-------------	---------	----------	  ---------
Balance, April 30, 2003
  (Audited)				14,215,511		642,888		100	  (107,293)	    535,695

Other						   -		    100	     (100)		-		-

Net Loss					   -		      -		-	   (22,897)	    (22,897)
					----------	-------------	---------	----------	  ---------
Balance, April 30, 2004
  (Audited)				14,215,511	$	642,988	$	-	$ (130,190)	   $512,798
					==========	=============	=========	==========	   ========

</TABLE>


<TABLE>


									  2004		2003		     2002
									Audited	     Audited	  Unaudited
								--------------	-------------	-------------
<S>								<C>			<C>			<C>
Cash Flows from Operating Activities
  Net loss							$	(22,897)	$	(5,516)	$	(11,373)
								-------------	------------	--------------
  Adjustments to reconcile net loss to cash
    (used in) provided by operating activities
	Depreciation and amortization				 10,910		 9,633		  2,918
	Changes in assets and liabilities
		Accounts receivable				(14,904)		 9,634		(15,833)
		Interest receivable					-		   815		  6,597
		Inventories and prepaid expenses		  2,949	     (10,146)		 (9,566)
		Accounts payable and accrued
		   expenses						 (1,526)		 7,305		  6,669
								-------------	------------	--------------
			Total Adjustments				 (2,571)		17,241		 (9,215)
								-------------	------------	--------------
			Net Cash (Used in) Provided by
			  Operating Activities			(25,468)		11,725		(20,588)
								-------------	------------	--------------
Cash Flows from Investing Activities
  Advances to affiliate						 (1,953)		  (267)		   (349)
    Purchase of equipment					(21,142)		(1,316)		 (3,207)
    Purchase of leasehold improvements			   (756)		    -		          -
    Patents pending						 (5,716)	     (17,020)		 (6,444)
    Proceeds from sale (purchase) of short-term
      investments 							-	     275,016		 (3,091)
								-------------	------------	--------------
			Net Cash (Used in) Provided by
			  Investing Activities			(29,567)	     256,413		(13,091)
								-------------	------------	--------------
Net Cash Provided by Financing Activities -
  Proceeds from exercise of stock option by
    officer									-		 3,500		  6,725
								-------------	------------	-------------
(Decrease) Increase in Cash					(55,035)	     271,638		(26,954)

Cash, Beginning of Year						309,512		37,874		 64,828
								-------------	------------	--------------
Cash, End of Year						$	254,477	$    309,512	  $	37,874
								=============	=============	  ===========


</TABLE>



Note 1 - Company Organization and Description

Biosynergy, Inc. (the Company) was incorporated under the laws of the
state of Illinois on February 9, 1976.  It is primarily engaged in the
development and marketing of medical, consumer and industrial
thermometric and thermographic products that utilize cholesteric liquid
crystals.  The Company's primary product, the Hemo Temp II Blood Monitoring
Device, accounted for approximately 87% of the sales in each of the last three
years ending April 30.  The products are sold to hospitals,
clinical end-users, laboratories and product dealers located throughout
the United States.


Note 2 - Summary of Significant Accounting Policies

Receivables

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

Inventories

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

Depreciation and Amortization

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

Revenue Recognition

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

Research and Development and Patents

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

Stock Options

In December 2002, the Financial Accounting Standards Board (FASB) issued,
and the Company adopted, SFAS No. 148, "Accounting for Stock-Based
Compensation - Transitions and Disclosure - an Amendment of FASB Statement
No. 123."  SFAS No. 148 amends the disclosure requirements of the Financial
Accounting Standards Board's SFAS No. 123, "Accounting for Stock-Based
Compensation" to require more prominent disclosures in both annual and
interim financial statements regarding the method of accounting for stock-
based employee compensation and the effect of the method used on
report results.  The Company accounts for its stock options in accordance
with the provisions of Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations
and has elected to follow the "disclosure-only" alternative
prescribed by SFAS No. 123.

Use of Estimates

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

Income (Loss) Per Common Share

The Company has adopted the provisions of FASB No. 128, "Earnings Per Share."
Income (loss) per common share is computed by dividing net income (loss)
by the weighted-average number of common shares outstanding during the
period.  When dilutive, stock options are included as share equivalents
using the treasury stock method in the calculation of diluted
earnings per share.  Basic and diluted net loss per common share is the
same for the years ended April 30, 2004 and 2003, as the common stock
equivalents of the Company were anti-dilutive.

Fair Value of Financial Instruments

The Company evaluates its financial instruments based on current market
interest rates relative to stated interest rates, length to maturity and
the existence of readily determinable market prices.  Based on the
Company's analysis, the fair value of financial instruments
recorded on the balance sheets as of April 30, 2004, approximates
their carrying value.

Comprehensive Income (Loss)

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

Income Taxes

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

Recent Accounting Pronouncements

In January 2003, the FASB issued Interpretation No. 46 (FIN No. 46),
"Consolidation of Variable Interest Entities, an Interpretation of ARB
No. 51."  FIN No. 46 requires certain variable interest entities to be
consolidated by the primary beneficiary of the entity if the equity
investors in the entity do not have the characteristics of a controlling
financial interest or do not have sufficient equity at risk for the
entity to finance its activities without additional
subordinated financial support from other parties.  FIN No. 46 is effective
for all variable interest entities or potential variable interest entities
by the end of the first reporting period ending after December 15, 2004.
The early adoption of FIN No. 46, as amended, did not have a material
impact on the Company's financial position or results of operations.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133
on Derivative Instruments and Hedging Activities."  SFAS No. 149 amends
and clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in
other contracts (collectively referred to as derivatives) and for hedging
activities under SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities."  SFAS No. 149 is effective for contracts entered into
or modified after June 30, 2003, and for hedging relationships designated
after June 30, 2003.  The adoption of this statement did not have a
material impact on the Company's financial position or results of operations.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity."  This
statement establishes standards for how an issuer classifies and measures
in its statement of financial position certain financial instruments with
characteristics of both liabilities and equity.  In accordance with the
standard, a financial instrument that embodies an obligation for the issuer
is required to be classified as a liability (or an asset in some
circumstances).  SFAS No. 150 is effective for financial
instruments entered into or modified after May 31, 2003, and is otherwise
effective at the beginning of the first interim period beginning after
June 15, 2003.  The adoption of this statement did not have a material
impact on the Company's financial position or results of
operations.

Reclassification

Certain items in the 2002 statements of operations have been
reclassified to conform to the presentation used in 2003 and 2004.

Note 3 - Short-Term Investment

In November 2001, the Company invested $275,016 in a 90-day certificate
of deposit, pending its use in operations.  This certificate of deposit
provided for interest at 1.85%.  The certificate of deposit was
renewed in February 2002 at an interest rate of 1.75%.  In May 2002, the
Company invested $250,000 in a 270-day certificate of deposit at an
interest rate of 2.2%.  This certificate of deposit matured on February
24, 2003 and was not renewed.

Note 4 - Inventories

Components of inventories are as follows:
<TABLE>
					2004			2003
				-------------	------------
<S>				<C>			<C>
	Raw materials 	$	43,580	$	31,078
	Work-in-process		8,608			14,038
	Finished goods 		9,167			21,331
				-------------	------------
				$	61,355	$	66,447
</TABLE>


Note 5 - Income Taxes

The components of deferred income taxes are as follows
as of April 30, 2004:

<TABLE>
								2004			2003
							----------------	--------------
<S>							<C>			<C>
	Deferred Tax Assets (Liabilities)
		Net operating loss
		  carryforwards			$	7,387		$	12,144
		Other						4,095			 3,182

	Less:  Valuation allowance		    (11,482)	     (15,326)
							----------------	--------------
		Net Deferred Tax Assets		$	-		$	-
							================	==============
</TABLE>

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


								Year Ended April 30,
							   2004	   2003	   2002
							----------	----------	----------
	U.S. federal statutory tax rate 	   (34.0)%	   (34.0)% 	   (34.0)%
	Utilization of net operating loss
	  carryforwards					-		-		-
	Change in valuation allowance	  	    34.0	    34.0	    34.0
							----------  ----------  ----------
	Consolidated Effective Tax Rate	     -   %	      -  %       -   %


As of April 30, 2004, the Company has approximately $49,000 of net operating
loss carryforwards expiring between 2006 and 2018 for U.S. federal income tax
purposes.  A valuation allowance has been established as of April 30, 2004 and
2003 for the deferred tax benefit related to those loss carryforwards and
other deferred tax assets for which it is
considered more likely than not that the benefit will not be realized.

Note 6 - Stock Options

On November 12, 1998, the Company granted an option to its President, Fred
K. Suzuki, to purchase all or a portion of 3,000,000 shares of the Company's
common stock at a purchase price of $.025 per share.  The option is subject
to several contingencies including, but not limited to, stockholder
approval.  On May 9, 2001, this option was exercised to the extent of
269,000 shares resulting in additional paid-in capital of $6,725.
This option was to expire on November 12, 2001; however, upon the
expiration date, the Company extended the option to Mr. Suzuki to
purchase all or a portion of the remaining 2,731,000 shares of the
Company's common stock at a purchase price of $.025 per share to November
12, 2004.  The extended option remains subject to several contingencies
including, but not limited to, stockholder approval.  On September 30,
2002, this option was exercised to the extent of 140,000 shares
resulting in additional paid-in capital of $3,500.  There were 2,591,000
options outstanding as of April 30, 2004 and 2003.

The Company's stock is traded in the over-the-counter market.
However, there is no established public trading market due to limited
and sporadic trades.  The Company's common
stock is not listed on a recognized market or stock exchange.  The
Company estimates that the price at which the option was granted to the
President, was at or above market value per share of common stock on
the date of grant, based on the limited historical trade activity.

Note 6 - Stock Options (Continued)

The Company has adopted the disclosure-only provisions of SFAS No. 123,
 "Accounting and Disclosure of Stock-Based Compensation."  Accordingly,
no employee compensation expenses had been recognized for the above
grant.  Had employee compensation expense for the grant been recorded
in the financial statements, consistent with provisions of SFAS No.
123, net loss for fiscal years 2004, 2003 and 2002 would have been the same.

<TABLE>
			         					Year Ended April 30,
		 						2004		 2003			2002
							 -----------   -----------	-----------
<S>							<C>            <C>            <C>

	Net loss, as reported                $  (22,897)   $   (5,516)    $  (11,373)
Stock-based compensation
  expense, net of related tax effects,
  using the fair value method	                    -	         -               -
	Stock-based compensation
	  expense included in reported
	  net income, net of related tax
	  effects under APB 25   	              -            -               -
						       -----------   -----------    -----------
                  Pro forma net loss	 $  (22,897)   $   (5,516)    $  (11,373)

</TABLE>

The option extended on November 12, 2001 did not result in any fair
value using the Black-Scholes option-pricing model.  Therefore, no
pro forma net loss or loss per share is applicable.  In order to
arrive at this determination, using the Black-Scholes option-pricing
model, the following weighted-average assumptions were used for the
period ended April 30, 2002:

<TABLE>
											    Risk-Free
				Options	Exercise	Expected Life	   Dividend	     Interest

Date of Issuance		Issued	Price		(Years)		Yield		Rate		Volatility
------------------	---------	--------	-------------	--------	--------	----------
<S>				<C>		<C>		<C>			<C>		<C>		<C>
November 12, 2001      	2,731,000   $ .025	 3		         - %	5.0%	         .001

</TABLE>

Note 7 - Related Party Transactions

The Company and its affiliates are related through common stock
ownership as follows as of April 30, 2004:

							Stock of Affiliates
						-------------------------------------
								F.K. Suzuki
						Biosynergy,	International,	Medlab,
						Inc.		Inc.			Inc.
						-----------	--------------	-------

	F.K. Suzuki International, Inc.	31.6%		-   %		100.0%
	Fred K. Suzuki, Officer			 2.9		35.6		-
	Lauane C. Addis, Officer 		  .1		32.7		-
	James F. Schembri, Director		12.6		-		-
	Mary K. Friske, Officer 		  .1		  .2		-
	Laurence C. Mead, Officer		  .1		 4.0		-

As of April 30, 2004 and 2003, $21,652 and $19,699, respectively, was due
from F.K. Suzuki International, Inc. (FKSI).  These balances result from
an allocation of common expenses charged to FKSI offset by advances
received from time to time.  As of April 30, 2004, the financial condition
 of FKSI was such that it will unlikely be able to repay the
Company during the next year without liquidating a portion of its assets,
including a portion of its ownership in the Company.

Note 8 - Lease Commitments

In 2001, the Company entered a five- year extension of the lease
agreement for its current facilities, which expires on January 31,
 2006.  The base rent under the extended lease escalates over the
life of the lease.  Total rent payments for each fiscal year are as follows:

					Total Base Rent
					---------------
	Year Ending April 30:
				2005	$	75,900
				2006		56,925
					--------------
			        	$    132,825

Also included in the lease agreement are escalation clauses for
the lessor's increases in property taxes and other operating
expenses.  Rent expense was $74,250, $73,700 and
$72,050 for the fiscal years ending April 30, 2004, 2003 and 2002,
respectively.  The lease can be extended for an additional five-year term.

Note 9 - Major Customers

Shipments to one customer amounted to approximately 43%, 44% and 42%
of sales in fiscal years 2004, 2003 and 2002, respectively.  As of
April 30, 2004 and 2003, there were outstanding accounts receivable
from this customer of approximately $77,245 and $78,122,
respectively.