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

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

     For the fiscal year ended 4/30/08
                               -------
                                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: $ 1,023,809.


------------
The aggregate market value of the voting stock and non-voting stock held
by non-affiliates of the issuer on April 30, 2008 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, 2008 was
14,935,511.

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

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

EXPLANATORY NOTE:

This Amendment No. 2 to Form 10-KSB amends the Company's Annual Report
on Form 10-KSB for the fiscal year ending April 30, 2008 filed with the
Securities and Exchange Commission as of July 29, 2008 (the "Original
Filing") and includes additional updated wording in Item 8A "Controls and
Procedures" and Exhibits 31.1 and 31.2 in response to comments received
by us from the Staff of the Securities and Exchange Commission.  No
attempt has been made in this Form 10-KSB/A to modify or update the
disclosures in the Original Filing except as described above.  This Form
10-KSB/A continues to describe conditions as of the date of the Original
Filing, and the disclosures contained herein have not been updated to
reflect events, results or developments that occurred after the Original
Filing, or to modify or update those disclosures affected by subsequent
events.  Among other things, forward-looking statements made in the
Original Filing have not been revised to reflect events, results or
developments that occurred or facts that became known to us after
the date of the Original Filing, and such forward-looking statements
should be read in conjunction with our filings with the Securities
and Exchange Commission subsequent to the filing of the Original Filing.

                                    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 2008, the Company experienced an
increase in sales of $43,506.  The Company's sales of $1,023,809 in Fiscal
2008 were the highest in its history.  The Company realized an after
income tax profit of $106,886 for the fiscal year ending April 30, 2008
compared to a profit of $131,596 for Fiscal 2007 and a profit of $29,084
for Fiscal 2006.  See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

The Company did not introduce any new products in Fiscal 2008.  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 2008.  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, 2008, 2007 and 2006.  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, 2008, 2007 and 2006.

                                        Fiscal Year Ending
                                           April 30, 2008
                                        ------------------
<TABLE>
Medical and Laboratory           Sales of          Percentage of
Products                         Products            Total Sales
                              -----------          -------------
<S>                        <C>                    <C>
HemoTempR II BMD              $937,500.00              91.57%
HemoTempR II Activator          26,180.00               2.56%
TempTrendR TI                   25,468.00               2.49%
HemoTempR BMD                   23,794.00               2.32%
StaFreezR FTI                    3,047.00                .30%
LabTempR 40 ST                   2,172.00                .21%
LabTempR 20 ST                   1,950.00                .19%
Hemo-CoolTM JR II                1,790.00                .17%
TempTrendR II TTD                1,003.00                .10%
Hemo-CoolR JR
  Accessories                      905.00                .09%
                            -------------             -------
                            $1,023,809.00<F1>          100.0%

</TABLE>

<TABLE>
                                        Fiscal Year Ending
                                           April 30, 2007
                                        ------------------

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

</TABLE>

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

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

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 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, 2008 the Company manufactured and marketed
various medical, laboratory, and consumer thermometric and thermographic
devices and accessories.  These products (described below) were sold to
hospitals, clinical end-users, laboratories, and product dealers.

1.  The HemoTempR Blood Monitoring Device ("BMD") is designed to be a human
blood bag temperature indicator.  Human blood must be maintained,
optimally, at 1-6 degrees celsius, and not allowed to exceed 10 degrees
celsius. Since human blood is always in short supply, it is critical
that blood be maintained within these specifications to avoid loss.
HemoTempR BMD monitors the core temperature of a blood bag from 1-12 degrees
celsius, 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 10-11 degrees
celsius. HemoTempR II BMD has an irreversible indicator that is activated
when the tag is applied to the blood bag at approximately 4 degrees
celsius.  After being activated, the irreversible indicator remains blue
colored for at least 72 hours unless the blood is warmed to a temperature
of 10 degrees celsius. or above, in which case the indicator loses its
blue color.  The irreversible indicator will not return to blue even if
the blood is subsequently recooled, indicating that the blood has been
warmed.  The reversible portion of the indicator reversibly monitors
temperatures from 1-9 degrees celsius.  HemoTempR II BMD
is non-reusable and must be replaced each time the blood bag is returned
to the blood bank and reissued.

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

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

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

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

7.  StaFreezR Freeze-Thaw Indicator ("FTI") is a freeze-thaw indicator
which will irreversibly indicate whether frozen material is warmed to
greater than -20 degrees celsius.  Once the frozen product exceeds -20
degrees celsius, 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.   ThermolyzerTM Liquid Conductive Cooling/Heating Device is a small
product for providing continuous heating or cooling of medical fluids
which are administered to patients, particularly for patients undergoing
intravenous fluid administration during surgery or post-operative
recovery.  The device does not use electricity for heating or cooling the
medical fluids.  The heating or cooling is accomplished by conduction,
which is a process for transporting energy in a medium from one location
to another without the involvement of any visible movement.

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

PRODUCTS UNDER DEVELOPMENT.  The Company is also developing these other
products.

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

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

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

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

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

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

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

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

The Company has historically relied on its own sales and distribution
efforts for a large portion of its sales.  More recently, the Company's
distributors have accounted for a majority of the Company's net sales.
During Fiscal 2008, Fisher Scientific Company ("Fisher") accounted for
39.43% of the Company's sales.  Cardinal Health, Inc. ("Cardinal")
accounted for 15.64% of Company sales during Fiscal 2008.  Management
believes distributors will continue to be an important part of the
Company's sales and distribution system in the future.

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

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

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

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

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

The Company was granted a patent, "Liquid Conductive Cooling/Heating
Device and Method of Use", Patent Number US 7,276,046 B1, relating to the
Company's thermolyzer, on October 2, 2007.  This patent will expire on
June 6, 2024.

The Company has filed two patents which are pending related to its
products and products under development.  One patent entitled "Method of
Producing Eggshell Powder," application number 10/535,779 was filed on
August 4, 2005 replacing provisional patent application number 60/474,175
filed May 29, 2003 and provisional patent number 60/575,336 filed May 27,
2004.  The other patent, "Eggshell Antimicrobial Agent and Method of Use",
application number 11/108,584 was filed April 18, 2005 replacing
provisional patent application number 60/638,548 filed December 22, 2004.
The subject of this patent is the Company's bacteria growth retardant
under development.  These patent applications are pending review by the
U.S. Patent and Trademark office.  See "Products Under Development."
The Company will also seek to obtain patents on other products currently
being developed, as appropriate.

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

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

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

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

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

As of April 30, 2008, the Company had $706,332 of current assets
available.  Of this amount, $60,906 was inventory, $143,656 was net trade
receivables, and $481,123 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, 2009 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 39.43% of the Company's net
sales during the fiscal year ending April 30, 2008.  Cardinal, the
Company's other primary distributor, accounted for 15.64% of the Company's
net sales during the fiscal year ending April 30, 2008.  At April 30,
2008, Fisher owed the Company $72,375 and Cardinal owed $31,005.  No other
customers accounted for 10% or more of the Company's net sales during
Fiscal 2008.  Management believes the loss of these distributors would
materially reduce the revenues of the Company until the Company could
retain the services of other major product distributors or the end users
serviced by Fisher and Cardinal began ordering directly from the Company.

BACKLOGS.  The Company had $3,600 in backorders at April 30, 2008 compared
to no backorders at April 30, 2007.

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

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

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

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

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

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

RESEARCH AND DEVELOPMENT.  During Fiscal 2008, 2007 and 2006, the Company
spent $86,187, $92,237 and $82,576, respectively, on Company-sponsored
research and development activities.  All expenditures for research and
development are expensed currently with the exception of significant
equipment and set-up charges which are capitalized and depreciated or
amortized over their estimated useful life.

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

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

Information About Foreign and Domestic Operations and Export Sales.  The
Company had export sales of $33,930 during the last fiscal year, and
export sales of $15,454 and $25,755 during the fiscal years ending in 2007
and 2006, 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 2009.

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

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

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

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

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

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

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

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

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

None.

                            PART II
                            -------

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

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

Holders.  As of April 30, 2008, there were approximately 859 shareholders
of record of the Company's common stock.

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

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

<TABLE>

Plan Category                                Number of     Weighted           Number of
                                             shares to be  average            shares
                                             issued upon   exercise price of  remaining
                                             exercise of   outstanding        available for
                                             outstanding   options,           future issuance
                                             options,      warrants and
                                             warrants and  rights
                                             rights
-----------------------------------------    ------------  -----------------  --------------
<S>                                          <C>           <C>                <C>
                                                 (a)            (b)                (c)

Equity compensation plans approved by
security holders                             None          None               None

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

Total                                        2,591,000     $.025              none

</TABLE>

<FN>
<F1>  On November 12, 1998, the Company granted an option to its President,
Fred K. Suzuki, to purchase all or a portion of 3,000,000 shares of the
Company's common stock at a purchase price of $.025 per share.  The option
is subject to several contingencies including, but not limited to,
stockholder approval.  On May 9, 2001, this option was exercised to the
extent of 269,000 shares resulting in additional paid-in-capital of
$6,725.  This option was to expire on November 12, 2001; however, upon the
expiration date, the Company extended the option to Mr. Suzuki to purchase
all or a portion of the remaining 2,731,000 shares.  On September 30,
2002, the extended option was exercised to the extent of 140,000 shares
resulting in additional paid-in capital of $3,500.  Effective November 12,
2004, the Company further extended the option to Mr. Suzuki to purchase
all or a portion of the remaining 2,591,000 shares to November 12, 2006.
On November 11, 2006, this option was exercised to the extent of 720,000
shares resulting in additional paid-in-capital of $18,000.  The option to
purchase the remaining shares expired on November 12, 2006.

</FN>

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, 2008 were
$43,506, or 4.4%, higher than the previous fiscal year, and $206,742, or
25.31%, higher than the fiscal year ending in 2006.  The increase in sales
during Fiscal 2008 was primarily due to increased sales of the Company's
HemoTempR II blood temperature indicators.  The Company experienced an
increase of $35,545, or 3.94%, in sales of its HemoTempR II product in
Fiscal 2008 as compared to Fiscal 2007, and an increase of $203,934 or
27.8% as compared to Fiscal 2006.  The increase in net sales of the
HemoTempR II product is a result of price increases as well as an increase
in unit sales volume during Fiscal 2008 and Fiscal 2007.

OTHER REVENUES.  Interest income for Fiscal 2008 was $6,926 more than
fiscal 2007 due to an increase in the interest rate paid on investments of
available cash and the investment of additional available cash during the
fiscal year ending April 30, 2008.  At April 30, 2008, the Company had
invested $100,000 in a certificate of deposit dated January 18, 2008, with
a maturity date of May 18, 2008, at an interest rate of 4.66% APY.  The
Company also invested $100,000 in a certificate of deposit dated March 18,
2008, with a maturity date of July 18, 2008, at an interest rate of 2.65%
APY.  During Fiscal 2008, the Company maintained a money market account
which received an interest rate between 2.26% and 3.51% APY.  The Company
realized $1,920 in miscellaneous income from subleasing a portion of the
Company's storage space during Fiscal 2008.

COSTS AND EXPENSES.  Overall operating costs and expenses for the fiscal
year ending April 30, 2008 increased by $39,789 compared to the fiscal
year ending in 2007, and increased by $64,680 compared to the fiscal year
ending in 2006.  The increase in operating costs and expenses for Fiscal
2008 was generally related to increased legal, accounting and employee
expenses.  The increase for Fiscal 2008 was offset by the decrease in
bonuses to employees.  With the exception of the above expenses, the
overhead of the Company has remained substantially constant.  In order for
the Company to continue without materially altering its present
operations, the overall operating costs and expenses for the ensuing
fiscal year are expected to be similar to or slightly higher than those of
the last fiscal year.

COST OF SALES.  As a percentage of net sales, the cost of sales was 28.24%
for the fiscal year ending April 30, 2008, 29.90% for the fiscal year
ending in 2007 and 33.97% for the fiscal year ending in 2006.  This
decrease in cost of sales as a percentage of net sales is primarily due to
increases in the sales price of the Company's products during the
comparative time periods.  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 unit sales volume or an
increase in cost of raw materials.

RESEARCH AND DEVELOPMENT EXPENSES.  Research and development expenses
decreased during the fiscal year ending in 2008 by $6,050 or 6.56%, as
compared to the fiscal year ending in 2007, and increased by $3,611, or
4.38%, as compared to the fiscal year ending in 2006.  The overall
decrease from Fiscal 2007 is due to decreases in employee costs and
supplies.  The Company is investigating several new products including
certain compounds for use in food and other products as antibacterial
agents and research intended to improve the Company's current product
line.  These development expenses have remained substantially constant for
the past three 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 $120,034 in
2008 and $114,066 in 2007, as compared to $105,314 for the fiscal year
ending in 2006.  The increase for Fiscal 2008 was primarily due to an
increase in product advertising costs and employee salaries, and offset by
decreases in employee bonuses. 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 $39,871 as compared to the 2007 fiscal
year, and increased by $46,349 as compared to the fiscal year ending in
2006.  The increase was primarily the result of increases in accounting
fees, legal fees, salaries and obsolete inventory, offset by a decrease in
employee bonuses.  Except for unforeseen extraordinary items, increases to
employee compensation associated with the Company's anticipated 401(k)
plan and formal bonus plan, and normal increases in employee compensation,
it is unlikely general and administrative expenses will materially change
during Fiscal 2009.

NET INCOME/LOSS.  The Company experienced a net profit after income taxes
of $106,886 for Fiscal 2008 as compared to a net profit after income taxes
of $131,596 for Fiscal 2007 and a net income of $29,084 for Fiscal 2006.
The overall increase in profitability of the Company is due to increased
revenues during Fiscal 2008.  See "Net Sales" above.

INCOME TAXES.  Until Fiscal 2007, the Company was either not profitable or
had operating loss carryforwards to offset any taxable income.  The
Company used all of its net operating loss carryforwards to reduce the
income taxes for Fiscal 2007.

ASSETS.  Since April 30, 2007, the Company's assets have increased by
$118,742.  This increase is primarily due to increased cash resulting from
the Company's profit position. Other changes in specific items do not
reflect transactions outside the ordinary course of business.  See also
"Related Party Transactions" below.

RELATED PARTY TRANSACTIONS.  Effective November 12, 2004, the Company
extended the stock option agreement with Fred K. Suzuki, President,
originally granted November 12, 1998, for a two year period.  The
extension provides Mr. Suzuki an option to purchase 2,591,000 shares of
the Company's common stock at an option price of $.025 per share.  The
option is subject to several contingencies, including, but not limited to,
shareholder approval.  Management believes the option has no value in
excess of the fair market value of the Company's common stock; however,
there was no independent analysis of this transaction.  The option
contains anti-dilutive provisions in the event of corporate capital
reorganizations.  On November 11, 2006, this option was exercised to the
extent of 720,000 shares resulting in additional paid-in-capital of
$18,000.  The option to purchase the remaining shares expired on November
12, 2006.  See "Executive Compensation"

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

The Company was owed $19,699 by F.K. Suzuki International, Inc. ("FKSI"),
an affiliate, at April 30, 2008 and 2007 and $24,136 at April 30, 2006.
This account primarily represents common expenses which are charged by the
Company to FKSI for reimbursement.  These expenses include certain office
expenses, general operating expenses and legal fees incurred in the
ordinary course of business.  See "Financial Statements."  No interest is
received or accrued by the Company.  Collectibility of the amounts due
from FKSI cannot be assured without the liquidation of all or a portion of
its assets, including a portion of its common stock of the Company.  As a
result, $19,699 of the amount owed by FKSI to the Company was reclassified
as a reduction of FKSI's capital in the Company effective April 30, 2006.
The remaining $4,437 was repaid by FKSI during Fiscal 2007.

LIABILITIES.  The Company's overall liabilities have increased by $11,856
since April 30, 2007.  This increase represents provisions for Income
Taxes and ordinary fluctuations in operations and does not represent any
material change in the financial status or operations of the Company.  See
also "Assets" and "Liquidity and Capital Resources."

CURRENT ASSETS/LIABILITIES RATIO.  The ratio of current assets to current
liabilities, 8.11 to 1, has increased from 6.77 to 1 at April 30, 2007.
The increase in ratio of current assets to current liabilities is a result
of recent net income realized by the Company, and is reflective of a
decrease in current payables.  In order to maintain the Company's
asset/liability ratio, the Company's operations must remain profitable.

LIQUIDITY AND CAPITAL RESOURCES.  During the fiscal year ending April 30,
2008, the Company had an increase in net working capital of $114,428.  The
increase in net working capital is primarily due to the Company's
realizing a profit in Fiscal 2008.

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

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

Cash provided by operating activities was $121,049 during Fiscal 2008.
Cash provided by operating activities was $177,067 during Fiscal 2007 and
cash provided by operating activities was $57,841 during Fiscal 2006.  An
aggregate of $27,026 was also used for equipment purchases, capitalized
patent costs and advances to affiliated companies during Fiscal 2008.
Except for operating capital, limited equipment purchases and patent
expenses, Management is not aware of any other material capital
requirements or material contingencies for which it must provide.

As of April 30, 2008, the Company had $706,332 of current assets
available.  Of this amount, $19,013 was prepaid expenses, $60,906 was
inventory, $143,656 was net trade receivables, and $481,123 was cash and
cash equivalents.  The Company's cash flow from operations is considered
adequate to fund the short-term operating capital needs of the Company.
However, the Company does not have a working line of credit, and does not
anticipate obtaining a working line of credit in the near future.  Thus
there is a risk additional financing may be necessary to fund long-term
operating capital needs of the Company if the Company does not remain
profitable.

EFFECTS OF INFLATION.  With the exception of inventory, labor costs and
product sales prices 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 on the Company's revenues or income in the foreseeable
future.

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

The Company's accounting policies are disclosed in Note 2 to the Financial
Statements for the year ending April 30, 2008.  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.

Business Combinations - In December 2007, the Financial Accounting
Standards Board (FASB) issued Statement of Financial Accounting Standards
(SFAS) No. 141 (revised 2007), "Business Combinations."  SFAS No. 141(R)
significantly changes the accounting for business combinations in a number
of areas including the treatment of contingent consideration,
preacquisition contingencies, transaction costs, in-process research and
development and restructuring costs.  In addition, under SFAS No. 141(R),
changes in an acquired entity's deferred tax assets and uncertain tax
positions after the measurement period will impact income tax expense.
SFAS No 141(R) will be effective for the Company beginning in the first
quarter of fiscal 2010 (May 1, 2010).  The Company is assessing the
potential impact that the adoption of this revision will have on its
financial condition and results of operations.

Valuation of Financial Assets and Liabilities - In February 2007, the FASB
issued SFAS NO. 159, "The Fair Value Option for Financial Assets and
Financial Liabilities - including an amendment to FASB Statement No. 115."
SFAS No. 159 permits entities to measure certain financial instruments and
certain other items at fair value that are not currently required to be
measured at fair value.  The objective is to improve financial reporting
by providing entities with the opportunity to mitigate volatility in
reported earnings caused by measuring related assets and liabilities
differently without having to apply complex hedge accounting provisions.
SFAS No. 159 will be effective for the Company beginning in the first
quarter of fiscal 2009 (May 1, 2009).  The Company is assessing the
potential impact that the adoption of SFAS No. 159 will have on its
financial condition and results of operations.

Minority Interest - In December 2007, the FASB issued SFAS No. 160,
"Noncontrolling Interests in Consolidated Financial Statements, and
amendment of ARB No. 51."  SFAS No. 160 changes the accounting and
reporting for minority interests, which will be recharacterized as
noncontrolling interests and classified as a component of equity.  This
new consolidation method significantly changes the accounting for
transactions with minority interest holders.  SFAS No. 160 is effective
for fiscal years beginning after December 15, 2008.  SFAS will be
effective for the Company beginning in the first quarter of fiscal 2010
(May 1, 2010).  The Company is assessing the potential impact that the
adoption of SFAS No. 160 will have on its financial position and results
of operations.

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

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

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

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

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

The financial statements required by this item are 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, LLP to audit the
Company's annual Financial Statements as of April 30, 2008, 2007 and 2006,
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.
          ------------------------

The Company has established and maintains disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e)of the Exchange
Act) which are controls and other procedures of the Company that are
designed to ensure that information required to be disclosed by the
Company in the reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms.  Disclosure controls and
procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed by the Company in the
reports that it files or submits under the Exchange Act is accumulated
and communicated to the Company's management, including its Chief Executive
Officer and Chief Accounting Officer, or persons performing similar
functions, as appropriate to allow timely decisions regarding required
disclosure.  The Company's Chief Executive Officer and Chief Accounting
Officer have evaluated the effectiveness of the Company's disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange
Act) as of the end of the period covered by this report.  Based upon that
evaluation, the Company's Chief Executive Officer and its Chief Accounting
Officer have concluded that the Company's disclosure controls and procedures
were effective.

(a)     Management's Annual Report on Internal Control Over Financial
Reporting

  (1)  Management of the Company is responsible for establishing and
maintaining adequate internal control over financial reporting (as defined
in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) for the Company.
The Company maintains processes designed by, or under the surpervision of
the Company's management, including but not limited to the Company's
Chief Executive Officer and its Chief Accounting Officer, or persons
performing similar functions, and effected by the Company's board of
directors, management and other personnel, 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 including policies and procedures that:
(i) pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and disposition of the
assets of the Company; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the issuer are being made only in
accordance with authorization of management and directors of the Company;
and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the
Company's assets that could have a material effect on the financial
statements.

  (2)  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 the Company's internal control over financial reporting
is effective.  The internal control over financial reporting is augmented
by qualified personnel and is evaluated on a periodic basis.  The
evaluation is essentially an audit of the controls and procedures (and
risk factors related to them) which was developed by the Company
utilizing the framework proscribed by the committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control -
Integrated Framework.

  (3)	Prior to the date of filing this Form 10-KSB, the Company carried
out an evaluation, under the supervision and with the participation of
the Company's management, including the Company's Chief Executive Officer
and the Company's Chief Accounting Officer, of the effectiveness as of
the end of the Company's fiscal year ending April 30, 2008 of the
Company's internal control over financial reporting pursuant to
Exchange Act Rule 13a-15(c).  Based upon that evaluation, the Company's
Chief Executive Officer and the Company's Chief Accounting Officer
conclude that the Company's internal control over financial reporting
is effective.

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

(b)     There have been no changes in the Company's internal control
over financial reporting during the Company's Fiscal Quarter ending
April 30, 2008 that have materially affected or are likely to materially
affect the Company's internal control over financial reporting.

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

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

                                 Part III
                                 --------

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

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

The executive officers and directors of the Company are:

<TABLE>
                                                          Served in Office
Name                  Age     Positions with Company      Since
--------------------  -----   --------------------------  -----------------
<S>                   <C>     <C>                         <C>

Fred K. Suzuki        78      President, Chief            February, 1976<F1>
                              Executive Officer,
                              Treasurer, Director of
                              Research and Development,
                              Director of Marketing
                              and Sales, and Chairman
                              of the Board of Directors

Mary K. Friske        48      Vice President -            September, 1993
                              Administration,
                              Manager of Sales

Laurence Mead         46      Vice President -            April, 1994
                              Manufacturing, Chief
                              Operating Officer, Chief
                              Accounting Officer,
                              Manager of Financial
                              and Product Development

Beverly R. Suzuki     73      Vice President - Customer   June, 2005
                              Support

Lauane C. Addis       52      Corporate Counsel,          February, 1984
                              Secretary and               December, 1985
                              Director                    February, 1987

James F. Schembri     73      Director                    November, 1990
</TABLE>
------------------------------
<FN>
<F1> Mr. Suzuki did not serve as President from August 1982 through
February 1983.  Prior to October, 1984, Mr. Suzuki served as Treasurer of
the Company, and was once again appointed Treasurer on June 30, 1991.
</FN>

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

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

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

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS.  None of the officers or
directors are or have been involved in any legal proceedings which are
material to an evaluation of the ability or integrity of same.

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

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

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

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

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

LAUANE C. ADDIS, Secretary and Director.  Mr. Addis is currently a member
of the law firm Stahl Cowen Crowley Addis 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), a holding
company.  This company was a manufacturer's representative with offices in
Michigan, Ohio and Kentucky.  Mr. Schembri is one of the founders and
President of Fenton Systems, Inc., Goodrich, Michigan.  In addition to
these activities, Mr. Schembri is founder and President of Wickfield
Leasing Company, which leases automobiles and office equipment.  Mr.
Schembri also served as a director of Stevia until its dissolution on
April 16, 1999.  Mr. Schembri received his Bachelor of Science Degree in
Mechanical Engineering from the University of Detroit in June, 1957.

Section 16(a) Beneficial Ownership Reporting Compliance.  The Company
received three Form 4 statements during Fiscal 2007; one from Fred K.
Suzuki, President, on November 11, 2006; one from Beverly R. Suzuki, Vice-
President - Customer Service, on November 11, 2006; and one from James F.
Schembri, Director on July 28, 2006, all within the time prescribed by
Section 16(a) of the Securities and Exchange Act.  Except for the
foregoing, the Company did not receive any reports during fiscal 2007
required to be filed by a director, officer or beneficial owner of more
than 10% of the Company's common stock pursuant to Section 16(a) of the
Securities and Exchange Act.  Management is not aware of any director,
officer or beneficial owner of more than 10% of the Company's common stock
who has failed to file on a timely basis any reports required by Section
16(a) of the Securities Exchange Act during the fiscal year ending April
30, 2008.

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

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

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

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

The following summary compensation table sets forth a summary of
compensation for services in all capacities to the Company during the
fiscal years ended April 30, 2008 and 2007 paid to the Chief Executive
Officer and Chief Operating Officer.  None of the Company's other
executive officers received annual salaries and bonuses for such fiscal
years exceeding $100,000.


Summary Compensation Table:

<TABLE>
                                                       Option and     All Other
                                                         Warrant    Compensation
                                     Salary    Bonus     Awards          <F1>      Total
Name and Principal Position   Year     $         $       $<F2>            $          $
---------------------------   ----  --------  ------- ------------  ------------  --------
<S>                           <C>   <C>       <C>     <C>           <C>           <C>
Fred K. Suzuki,
President, Chairman of
the Board, and Chief
Executive Officer             2008  $106,896  $ 6,960                 $ 2,500     $116,356

                              2007   $99,108  $10,000                 $ 2,500     $111,608

                              2006   $94,900   $6,000                     -       $100,900

Laurence C. Mead, Chief
Operating Officer, Vice
President/Manufacturing
and Development Chief
Accounting Officer and
Manager of Financial
and Product Development       2008   $91,700   $6,380                 $ 2,500     $100,580

                              2007   $84,230  $10,000                 $13,945     $108,175
</TABLE>
------------------------------
<FN>
<F1> No executive officer received perquisites in excess of the lesser of
$50,000 or 10% of the aggregate of such officer's salary and bonus.  Mr.
Suzuki and Mr. Mead each received $2,500 for their services as directors
in Fiscal 2008 and 2007.  Mr. Mead also received $11,445 in lieu of
accrued vacation for Fiscal 2007.

<F2> See "Stock Options" below.
</FN>

STOCK OPTIONS.  On November 12, 1998, the Company granted an option to its
President, Fred K. Suzuki, to purchase all or a portion of 3,000,000
shares of the Company's common stock at a purchase price of $.025 per
share.  On May 9, 2001, this option was exercised to the extent of 269,000
shares resulting in additional paid-in-capital of $6,725.  This option was
to expire on November 12, 2001; however, upon the expiration date, the
Company extended the option to Mr. Suzuki to purchase all or a portion of
the remaining 2,731,000 shares.  On September 30, 2002, the extended
option was exercised to the extent of 140,000 shares resulting in
additional paid-in-capital of $3,500.  Effective November 12, 2004, the
Company further extended the option to Mr. Suzuki to purchase all or a
portion of the remaining 2,591,000 shares until November 12, 2006.  On
November 11, 2006, this option was exercised to the extent of 720,000
shares resulting in additional paid-in capital of $18,000.  The option to
purchase the remaining shares expired on November 12, 2006.  The following
table sets forth the aggregate value as of April 30, 2008 of exercised
options and the value of unexercised options related to the options held
by Mr. Suzuki.

The Company did not grant stock options to any of the Named Executive
Officers during the predecessor period of the fiscal year ended April 30,
2008.


Outstanding Equity Awards at Fiscal Year-End:

<TABLE>
                                                               Equity
                                                               Incentive
                                                               Plan Awards
                                   Number of    Number of      Number of
                                   Securities   Securities     Securities
                                   Underlying   Underlying     Underlying
                                   Unexercised  Unexercised    Unexercised
                                   Options and  Options and    Unearned     Option    Option
                        Option     Warrants     Warrants       Options and  Exercise  Expir-
                        Grant      (#)          (#)            Warrants     Price      ation
Name                    Date       Exercisable  Unexercisable  (#)          ($)       Date
----------------------  ---------  -----------  -------------  ------------ --------  -------
<S>                     <C>        <C>          <C>            <C>          <C>       <C>
Fred K. Suzuki,
President, Chairman
of the Board, and
Chief Executive
Officer                  11/12/98  720,000<F1>  1,871,000                   $0.025    11/12/06

</TABLE>

<TABLE>

                                                               Equity
                                                Equity         Incentive
                                                Incentive      Plan Awards
                                                Plan           Market of
                                                Awards:        Payout
                                                Number of      Value
                                   Market       Unearned       of Unearned
                        Number of  Value of     Shares,        Shares,
                        Shares or  Shares or    Units          Units
                        Units of   Units of     or other       or other
                        Stock That Stock That   Rights that    Rights that
                        Have Not   Have Not     Have Not       Have Not
                        Vested     Vested       Vested         Vested
Name                    (#)        ($)          (#)            ($)
----------------------  ---------  -----------  -------------  ------------

<S>                     <C>        <C>          <C>            <C>
Fred K. Suzuki,
President, Chairman
of the Board, and
Chief Executive
Officer

</TABLE>

------------------------
<FN>
<F1> The Company's stock is traded in the over-the-counter market.
However, there is no established public trading market due to limited and
sporadic trades.  The Company's common stock is not listed on a recognized
market or stock exchange.  The Company estimates the price at which the
option was granted to the President, was at or above market value per
share of common stock on the date of grant, based on the limited
historical trade activity.  The option is subject to several
contingencies, including, but not limited to Shareholder approval.
Management believes this option has no value in excess of the fair market
value of the Company's common stock, however, there was no independent
analysis of this transaction.  The option also contains anti-dilutive
provisions in the event of a corporate capital reorganization.
</FN>


Directors Compensation
----------------------
The directors' compensation is determined by the Company's Compensation
Committee and approved by the Board of Directors.  The following Director
Compensation Table sets forth a summary of compensation for services by
the directors of the Company in their capacities as directors for the
fiscal year ending April 30, 2008.

Directors Compensation Table

<TABLE>

Director Name			                               Fees Earned or Paid in Cash ($)     Total ($)
-----------------------------------------------------------  -------------------------------   ------------
<S>                                                          <C>                               <C>

Fred K. Suzuki, President, Chairman of the Board, and Chief              $2,500                  $2,500
Executive Officer(1)

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

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

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

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


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

The Company did not have any pension or profit sharing plans in effect for
the benefit of its employees, including its officers and directors, during
the fiscal year ending April 30, 2008.  However, the Board of Directors
has approved the adoption of a 401(k) retirement plan for the benefit if
the Company's employees, including its officers.  It is anticipated the
401(k) retirement plan will provide for the Company to match participant
contributions up to 6% of the participant's compensation.  Management of
the Company believes it is important to adopt a retirement plan for the
benefit of its employees to retain key employees and provide its employees
with retirement benefits.

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

Compensation Committee Interlocks and Insider Participation.  The members
of the Company's Board of Directors serving as the Compensation Committee
are set forth in the preceding section.  During the most recent fiscal
year, none of our executive officers served on the Compensation Committee
(or equivalent), or the board of directors, of another entity whose
executive officer(s) served on our Compensation Committee.

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

Competitiveness of Company's Compensation System.  The Compensation
Committee of the Company's Board of Directors has reviewed and discussed
the competitiveness of the Company's compensation system and has concluded
that such system is competitive with the compensation systems of similar
sized organizations operating in identical or similar industries.

Performance of the Compensation Committee.  The Compensation Committee of
the Company's Board of Directors has reviewed its performance during the
fiscal year ending April 30, 2008 and has concluded that the Compensation
Committee has performed all necessary duties and complied with all of its
obligations as set forth in the Compensation Committee charter.  The
Compensation Committee has adopted a bonus program for all executive
officers of the Company based on Company profitability.  In the aggregate,
$24,215.00 in bonuses was paid or accrued during fiscal year ended April
30, 2008 to four executive officers.   Under the bonus program, as Company
profitability improves, the bonus payouts will increase.  The distribution
of the bonus payouts under the bonus program is determined with
consultation from the Company's CEO.

Report of the Compensation Committee.  The Compensation Committee of the
Company's Board of Directors has reviewed and discussed the Compensation
Discussion and Analysis presented above with management and, based on that
review and discussion, has recommended to the Company's Board of Directors
that the Compensation Discussion and Analysis be included in this Annual
Report on Form 10-KSB.


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

The following table sets forth information as of April 30, 2008, as to the
voting securities of the Company owned by the officers and directors of
the Company and by each person who owns of record, or is known by the
Company to own beneficially, more than 5% of any class of voting
securities.

<TABLE>

                                              Amount and Nature
                    Name and Address          of Beneficial       Percent of
Title of Class      of Beneficial Owner       Ownership           Class
------------------  -----------------------   ------------------  ------------
<S>                 <C>                       <C>                 <C>
Common Stock        Fred K. Suzuki            5,526,146 shares     37.00%
                    710 S. Kennicott          of record and
                    Arlington Heights,        beneficial <F1>
                    Illinois 60005

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

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

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

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

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

Common Stock        Beverly R. Suzuki <F6>    820,000 shares of     5.40%
                    710 S. Kennicott          record and
                    Arlington Heights IL      beneficial
                    60005

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

</TABLE>
----------------------
<FN>
<F1>	Fred K. Suzuki is President of F.K. Suzuki International, Inc.
("FKSI") and owns 33.5% of the outstanding common stock of FKSI.  Mr.
Suzuki personally holds of record 209,000 shares of the Company's common
stock; however he is deemed to be beneficial owner by reason of voting and
disposition control of 4,497,146 shares which are owned by FKSI and over
820,000 shares which are owned by him and Beverly R. Suzuki as joint
tenants, including 720,000 shares of Company common stock purchased by Mr.
Suzuki on November 11, 2006 upon exercise of his option to acquire such
shares.  See "Executive Compensation" and "Certain Relationships and
Related Transactions."

<F2>	Mr. Addis personally owns 9,000 shares of the outstanding Common
Stock of the Company.  In addition, Mr. Addis owns 31.1% of the
outstanding Common Stock of FKSI, which owns 30.11% of the Common Stock of
the Company.  Mr. Addis is therefore deemed to be beneficial owner by
reason of voting and disposition control of 4,497,146 shares owned by
FKSI.

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

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

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

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


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, 2008, the Company shared common
office expenses with F.K. Suzuki International, Inc. ("FKSI").  At April
30, 2008, FKSI owed $19,699 to the Company in connection with such shared
common expenses.  Since a portion of this receivable had been outstanding
for a significant period of time, and FKSI was not in a position to
reimburse the Company without the liquidation of all or a portion of its
assets, including common stock of the Company, $19,669 of the receivable
balance was reclassified as a contra-equity account thus reducing FKSI's
capital in the Company.  See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

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

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

Lauane C. Addis, Secretary and Director, as a member of the law firm of
Stahl Cowen Crowley Addis 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 Addis 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 Addis LLC, in the future.  During Fiscal 2008, the
Company paid $31,311.45 in legal fees to Stahl Cowen Crowley Addis LLC,
some of which inured to the benefit of Mr. Addis in the form of
distributions from the law firm.  Mr. Addis is an officer, director and
shareholder of the Company, and is also the son-in-law of Fred K. Suzuki,
President and Chairman of the Board of Directors.  See "Directors and
Executive Officers of the Registrant" and "Security Ownership of Certain
Beneficial Owners and Management."

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

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

(a) (1) Financial Statements.

        Balance sheets for the fiscal years ending April 30, 2008 and 2007.

        Statements of operations for the fiscal years ending April 30,
        2008, 2007 and 2006.

        Statements of Shareholders' Equity for the fiscal years
        April 30, 2008, 2007 and 2006.

        Statements of Cash Flows for fiscal years ending
        April 30, 2008, 2007 and 2006.

        Notes to financial statements.

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

        No financial schedules for the fiscal years ending April 30, 2008,
        2007 and 2006 are submitted.

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

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

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

     3.       a.	 Articles of Incorporation <F1>

               b.     By-Laws <F1>

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

     9.	Voting Trust Agreements - none.

     10.  Material Contracts

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

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

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

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

     16.	Letter Regarding Change in Certifying Accountants - none.

     18.  Letter Regarding Change in Accounting Principles - none.

     19.  Previously Unfiled Documents - none.

     22.  Subsidiaries of Registrant - none.

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

     24.  Consent of Experts and Counsel - none.

     25.  Power of Attorney - none.

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

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

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

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

     (99) Additional Exhibits - none

---------------------------
<FN>
<F1>  Incorporated by reference to a Registration Statement filed on Form
S-18 with the Securities and Exchange Commission, 1933 Act Registration
Number 2-83015C, under the Securities Act of 1933, as amended, and
Incorporated by reference, with regard to Amended By-Laws, to the
Company's Annual Report on Form 10K for fiscal year ending April 30, 1986
filed with the Securities and Exchange Commission.

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

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

</FN>


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


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

Blackman Kallick, LLP served as independent auditors for the fiscal year
ended April 30, 2008, and it has acted as auditors for the Company since
May 1, 2002.

Audit Fees.  Fees billed by Blackman Kallick, LLP totaled $48,082 for year
ended April, 30, 2008 and $45,469 for the year-ended April 30, 2007.  This
included fees for the annual audit and reviews of all the Company's
quarterly reports on Form 10-QSB.

Audit-Related Fees.  Blackman Kallick, 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, 2008, Blackman Kallick,
LLP billed the Company $4,860 for professional fees related to tax
services rendered to the Company.  Blackman Kallick, LLP  billed the
Company $3,000 for professional fees related to tax services during the
fiscal year ending April 30, 2007 and $3,055 for the year ending April 30,
2006.

All Other Fees.  Blackman Kallick, 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, LLP.
In this respect, the Audit Committee has considered whether the provision
of the tax services during the Company's fiscal year ending April 30, 2008
was compatible with maintaining the independence of Blackman Kallick, LLP.
The Audit Committee has made a determination that the independence of
Blackman Kallick, 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,
2008 and April 30, 2007.






                               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 /s/                March 20, 2009
-----------------------------------   ----------------
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 /s/                 March 20, 2009
-----------------------------------    --------------
Fred K. Suzuki, Chairman of the            Date
Board of Directors, Chief Executive
Officer, President and Treasurer


/s/ Lauane C. Addis /s/                March 20, 2009
------------------------------------   --------------
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 Amendment to Annual Report on Form
10-KSB/A of Biosynergy, Inc.;

2.     Based on my knowledge, this 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 report;

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

4.     The small business issuer's other certifying officer(s) 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 have:

	a.	Designed such disclosure controls and procedures, or caused such
disclosure 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
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 report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on
such evaluation; and

	d.	Disclosed in this report 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 officer(s) 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: March 20, 2009


/s/ Fred K. Suzuki /s/
--------------------------------------
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 Amendment to Annual Report on Form 10-KSB/A
 of Biosynergy, Inc.;

2.	Based on my knowledge, this 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 report;

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

4.     The small business issuer's other certifying officer(s) 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
disclosure 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
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 report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report
based on such evaluation; and

	d.	Disclosed in this report 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 officer(s) 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: March 20, 2009


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







                              Exhibit 32.1

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

In connection with the Amendment to Annual Report of Biosynergy, Inc.
(the "Company") on Form 10-KSB/A for the year ending April 30, 2008,
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, 2008,
and for the period then ended.

Biosynergy, Inc.


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

Dated: March 20, 2009













                               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 Amendment to Annual Report of Biosynergy,
Inc. (the "Company") on Form 10-KSB/A for the year ending
April 30, 2008, 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, 2008,
and for the period then ended.

Biosynergy, Inc.


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

Dated: March 20, 2009



<PAGE>









Biosynergy, Inc.

Financial Statements for the
Years Ended April 30, 2008,
2007 and 2006




<PAGE>


                             C o n t e n t s


                                       Reference      Page

Report of Independent Registered
Public Accounting Firm	                                1

Balance Sheets                         Exhibit A       2-3

Statements of Operations               Exhibit B        4

Statements of Stockholders' Equity     Exhibit C        5

Statements of Cash Flows               Exhibit D        6

Notes to Financial Statements                         7-15


<PAGE>

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

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


We have audited the accompanying balance sheets of Biosynergy,
Inc. as of April 30, 2008 and 2007, and the related statements of
operations, stockholders' equity and cash flows for each of the
three years in the period ended April 30, 2008. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Biosynergy, Inc. as of April 30, 2008 and 2007, and the results of
its operations and its cash flows for each of the three years in
the period ended April 30, 2008, in conformity with accounting
principles generally accepted in the United States of America.


/s/ Blackman Kallick, LLP /s/

July 28, 2008
Chicago, Illinois



<PAGE>




                      Balance Sheets Follow



<PAGE>

                        Biosynergy, Inc.

                         Balance Sheets

                    April 30, 2008 and 2007

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



                              Assets
                              ------

<TABLE>
                                                                2008          2007
                                                            ----------   -----------
<S>                                                         <C>          <C>
Current Assets
	Cash                                                  $  281,123   $   187,100
	Short-term investments                                   200,000       200,000
	Accounts receivable - Trade (Net of allowance for
	  doubtful accounts of $500 in 2008 and 2007)		   143,656	     124,540
	Inventories			                                  60,906        56,538
	Prepaid expenses		                                  19,013        21,911
	Interest receivable                                        1,634         2,224
                                                            ----------   -----------
		Total Current Assets		                     706,332       592,313
                                                            ----------   -----------

Equipment and Leasehold Improvements
	Equipment			                                 201,576       196,176
	Leasehold improvements		                            18,175        16,497
                                                            ----------   -----------
                                                               219,751       212,673
	Less accumulated depreciation and amortization		   170,289       151,129
                                                            ----------   -----------
		Total Equipment and Leasehold Improvements	    49,462	      61,544
                                                            ----------   -----------
Other Assets
	Patents less accumulated amortization		          16,995        18,052
	Patents pending	                                        70,456        52,594
	Deposits	                                               5,947         5,947
                                                            ----------   -----------
		Total Other Assets                                  93,398        76,593
                                                            ----------   -----------
                                                            $  849,192   $   730,450
                                                            ==========   ===========
</TABLE>

The accompanying notes are an integral part of the financial statements.
                              -2-

<PAGE>

                                                       Exhibit A
                                                       ---------

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


              Liabilities and Stockholders' Equity

<TABLE>
						                           2008           2007
                                                            ----------   -----------
<S>                                                         <C>          <C>
Current Liabilities
	Accounts payable                                      $   17,895   $    14,154
	Accrued compensation and payroll taxes                    15,620        14,209
	Deferred rent                                              6,197         4,606
	Other accrued expenses                                       182           112
	Accrued vacation                                          32,933        20,905
	Income taxes payable                                      14,250        33,500
                                                            ----------   -----------
		Total Current Liabilities	                      87,077        87,486
                                                            ----------   -----------




Deferred Income Taxes		                                  12,265           -
                                                            ----------   -----------



Stockholders' Equity
     Common stock - No par value;
        authorized - 20,000,000
        shares; issued - 14,935,511
          shares as of April 30, 2008 and 2007		         660,988	     660,988
  Receivable from affiliate	                                 (19,699)      (19,699)
	Retained earnings	                                       108,561         1,675
                                                            ----------   -----------
		Total Stockholders' Equity                         749,850       642,964
                                                            ----------   -----------
                                                            $  849,192   $   730,450
                                                            ==========   ===========

</TABLE>
                              -3-

<PAGE>
                       Biosynergy, Inc.

                    Statements of Operations

           Years Ended April 30, 2008, 2007 and 2006
======================================================================

<TABLE>
                                                   2008          2007          2006
                                               ----------    ----------    ----------
<S>                                            <C>           <C>           <C>
Net Sales                                      $1,023,809    $  980,303    $  817,067

Cost of Sales                                     289,072       293,058       277,572
                                               ----------    ----------    ----------
Gross Profit                                      734,737       687,245       539,495
                                               ----------    ----------    ----------
Operating Expenses
	Marketing                                   120,034       114,066       105,314
	General and administrative                  374,649       334,778       328,300
	Research and development                     86,187        92,237        82,576
                                               ----------    ----------    ----------
		Total Operating Expenses              580,870       541,081       516,190
                                               ----------    ----------    ----------
Income from Operations                            153,867       146,164        23,305
                                               ----------    ----------    ----------
Other Income
	Interest income                              12,926         6,000         3,755
	Other income                                  1,920         1,932         2,004
	Gain on sale of vehicle                           -        11,000             -
                                               ----------    ----------    ----------
		Total Other Income                     14,846        18,932         5,779
                                               ----------    ----------    ----------
Income Before Income Taxes                        168,713       165,096        29,084

Provision for Income Taxes                         61,827        33,500             -
                                               ----------    ----------    ----------
Net Income	                                   $  106,886    $  131,596    $   29,084
                                               ==========    ==========    ==========
Net Income Per Common Share -
  Basic and Diluted                            $        -    $        -    $        -
                                               ==========    ==========    ==========
Weighted-Average Common Shares Outstanding     14,935,511    14,552,826    14,215,511
                                               ==========    ==========    ==========

</TABLE>
The accompanying notes are an integral part of the financial statements.

                             -4-

<PAGE>

                      Biosynergy, Inc.

               Statements of Stockholders' Equity

           Years Ended April 30, 2008, 2007 and 2006
======================================================================

<TABLE>

                                                              Retained
                              Common Stock        Receivable  Earnings
                          ----------------------  From        (Accumulated
                            Shares       Amount   Affiliate   Deficit)       Total
                          ----------   ---------  ----------  ------------   ---------
<S>                       <C>          <C>        <C>         <C>            <C>
Balance, April 30, 2005	  14,215,511   $ 642,988  $       -   $ (159,005)    $ 483,983

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

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

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

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

Net Income                         -           -          -      106,886       106,886
                          ----------   ---------  ----------  ------------   ---------
Balance, April 30, 2008   14,935,511   $ 660,988  $ (19,699)  $  108,561     $ 749,850
                          ==========   =========  ==========  ============   =========
</TABLE>


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

                            -5-
<PAGE>

                                                           Exhibit D
                                                           ---------
                        Biosynergy, Inc.

                  Statements of Cash Flows

           Years Ended April 30, 2008, 2007 and 2006
======================================================================

<TABLE>
                                                       2008          2007       2006
                                                   ----------   ----------   ---------
<S>                                                <C>          <C>          <C>
Cash Flows from Operating Activities
   Net income                                      $  106,886   $  131,596   $  29,084
                                                   ----------   ----------   ---------
   Adjustments to reconcile net income
     to cash provided by operating activities
        Depreciation and amortization                  22,303       16,284      12,416
        Gain on sale of vehicle                             -       (9,500)          -
        Deferred income taxes                          12,265	       -           -
        Changes in assets and liabilities
            Accounts receivable                       (19,116)       8,433      (2,745)
            Interest receivable                           590       (1,036)       (513)
            Inventories and prepaid expenses           (1,470)       5,248       5,743
            Accounts payable and accrued expenses        (409)      26,042      13,856
                                                   ----------   ----------   ---------
                Total Adjustments                      14,163       45,471      28,757
                                                   ----------   ----------   ---------
                Net Cash Provided by
                  Operating Activities                121,049      177,067      57,841
                                                   ----------   ----------   ---------

Cash Flows from Investing Activities
   Payments from (advances to) affiliate                    -        4,437      (1,224)
   Purchase of equipment                               (7,487)     (45,598)    (15,878)
   Proceeds from sale of vehicle                            -        9,500           -
   Purchase of leasehold improvements                  (1,678)           -           -
   Patents and patents pending                        (17,861)      (7,567)    (11,897)
   Purchases of short-term investments               (400,000)    (200,000)          -
   Redemption of short-term investments               400,000      100,000           -
                                                   ----------   ----------   ---------

                Net Cash Used in
                  Investing Activities                (27,026)    (139,228)    (28,999)
                                                   ----------   ----------   ---------
Net Cash Provided by Financing Activities -
  Exercise of stock option by officer                       -       18,000           -
                                                   ----------   ----------   ---------
Increase in Cash                                       94,023       55,839      28,842

Cash, Beginning of Year                               187,100      131,261     102,419
                                                   ----------   ----------   ---------
Cash, End of Year                                  $  281,123   $  187,100   $ 131,261
                                                   ==========   ==========   =========

</TABLE>

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

                            -6-


<PAGE>


                        Biosynergy, Inc.

                Notes to Financial Statements

           Years Ended April 30, 2008, 2007 and 2006

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


Note 1 - Company Organization and Description

Biosynergy, Inc. (the Company) was incorporated under the laws of
the state of Illinois on February 9, 1976. It is primarily engaged
in the development and marketing of medical, consumer and
industrial thermometric and thermographic products that utilize
cholesteric liquid crystals. The Company's primary product, the
Hemo Temp II Blood Monitoring Device, accounted for approximately
89-92% of the sales in each of the last three years ending April
30. The products are sold to hospitals, clinical end-users,
laboratories and product dealers located throughout the United
States.


Note 2 - Summary of Significant Accounting Policies

Receivables

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

Inventories

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

Depreciation and Amortization

Equipment and leasehold improvements are stated at cost.
Depreciation is computed primarily on the straight-line method over
the estimated useful lives of the respective assets. Repairs and
maintenance are charged to expense as incurred; renewals and
betterments which significantly extend the useful lives of existing
equipment are capitalized. 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.



Note 2 - Summary of Significant Accounting Policies (Continued)

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.

Patents relate to products that have been developed and are being
marketed by the Company. However, such marketing efforts are in
early stages and sales of such products have not yet occurred.

The patents pending related to products under development. The
Company is developing certain compounds intended for use as
bacteria growth retardant agents for use in food and other
products. The Company is also investigating production methods for
the bacteria growth retardant. In this regard, management has
developed certain proprietary technology related to the processing
of these compounds. The Company has filed for one patent related to
the processing and manufacturing of bacteria growth compounds and
one patent related to the use of such compounds.

Stock Options

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

<TABLE>
                                             Year Ended April 30,
                                         2008          2007       2006
                                       ----------  ---------  ----------
<S>                                    <C>         <C>        <C>
Net income, as reported                $ 106,886   $ 131,596   $  29,084
  Stock-based compensation
  expense, net of related tax effects,
  using the fair value method                  -           -           -
Stock-based compensation
  expense included in reported
  net income, net of related tax
  effects under APB 25                         -           -           -
                                       ----------  ---------  ----------
Pro forma net income                   $ 106,886   $ 131,596   $  29,084
                                       ==========  =========  ==========

</TABLE>

Use of Estimates

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



Note 2 - Summary of Significant Accounting Policies (Continued)

Income Per Common Share

The Company has adopted the provisions of FASB No. 128, "Earnings
Per Share." Income per common share is computed by dividing net
income by the weighted-average number of common shares outstanding
during the period. When dilutive, stock options are included as
share equivalents using the treasury stock method in the
calculation of diluted earnings per share. Basic and diluted net
income per common share is the same for the years ended April 30,
2008, 2007 and 2006, 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, 2008 and
2007, approximates their carrying value.

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. As of April 30, 2008, there was a net deferred tax
liability as detailed in Note 5.  As of April 30, 2007, the Company
established a full valuation allowance on the aforementioned net
deferred tax assets due to the uncertainty of realization (See Note
5).

Recent Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards (SFAS) No. 141
(revised 2007), "Business Combinations." SFAS No. 141(R)
significantly changes the accounting for business combinations in a
number of areas including the treatment of contingent
consideration, pre-acquisition contingencies, transaction costs,
in-process research and development and restructuring costs. In
addition, under SFAS No. 141(R), changes in an acquired entity's
deferred tax assets and uncertain tax positions after the
measurement period will impact income tax expense. SFAS No. 141(R)
will be effective for the Company beginning in the first quarter of
fiscal 2010 (May 1, 2009). The Company is assessing the potential
impact that the adoption of this revision will have on its
financial condition and results of operations.



Note 2 - Summary of Significant Accounting Policies

Recent Accounting Pronouncements (Continued)

In June 2006, the FASB issued FASB Interpretation No. 48,
"Accounting for Uncertainty in Income Taxes." The Interpretation
provides clarification related to accounting for uncertainty in
income taxes recognized in an enterprise's financial statements in
accordance with FASB Statement No. 109, "Accounting for Income
Taxes." This Interpretation is effective for fiscal 2008. Adoption
of FASB Interpretation No. 48 on May 1, 2007 did not have a
material impact on the Company's financial position, results of
operations and cash flows.

In June 2006, the Emerging Issues Task Force (EITF) issued Issue
No. 06-3, "How Taxes Collected from Customers and Remitted to
Governmental Authorities Should Be Presented in the Income
Statement (that is, Gross versus Net Presentation)" (EITF 06-3).
EITF 06-3 was effective for fiscal year 2008. The adoption of EITF
06-3 did not have a material impact on the Company's financial
position, results of operations or cash flows.

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

In February 2007, the FASB issued SFAS No. 159, "The Fair Value
Option for Financial Assets and Financial Liabilities - including
an amendment to FASB Statement No. 115." SFAS No. 159 permits
entities to measure certain financial instruments and certain other
items at fair value that are not currently required to be measured
at fair value. The objective is to improve financial reporting by
providing entities with the opportunity to mitigate volatility in
reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge
accounting provisions. SFAS No. 159 will be effective for the
Company beginning in the first quarter of fiscal 2009 (May 1,
2008). The Company is assessing the potential impact that the
adoption of SFAS No. 159 will have on its financial condition and
results of operations.

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling
Interests in Consolidated Financial Statements, and amendment of
ARB No. 51." SFAS No. 160 changes the accounting and reporting for
minority interests, which will be recharacterized as noncontrolling
interests and classified as a component of equity. This new
consolidation method significantly changes the accounting for
transactions with minority interest holders. SFAS No. 160 is
effective for fiscal years beginning after December 15, 2008. SFAS
will be effective for the Company beginning in the first quarter of
fiscal 2010 (May 1, 2009). The Company is assessing the potential
impact that the adoption of SFAS No. 160 will have on its financial
position and results of operations.




Note 3 - Short-Term Investments

In January 2008, the Company reinvested $100,000 in a 120-day
certificate of deposit at an annual percentage yield of 4.66%. The
maturity date was May 18, 2008 and at this time the Company
reinvested the funds in another 120-day certificate of deposit. The
Company invested in an additional $100,000 certificate of deposit
on March 18, 2008 for 120 days at an annual percentage yield of
2.65%. The maturity date was July 18, 2008, and at this time the
Company reinvested the funds in another 120-day certificate of
deposit.

Throughout the year, the company had $200,000 in certificates of
deposit.  However, gross sales and purchases of such short-term
investments were each $400,000 given maturity dates during the
year.  Such purchases and sales are presented on the balance sheet
at gross.


Note 4 - Inventories

Components of inventories are as follows:

<TABLE
                             2008               2007
                        ------------      ------------
<S>                     <C>               <C>
	Raw materials     $	46,820	$	40,244
	Work-in-process		13,939		10,134
	Finished goods 		   147		 6,160
                        ------------      ------------
				$	60,906	$	56,538
                        ============      ============
</TABLE>

Note 5 - Income Taxes

The components of the net deferred income tax liabilities as of
April 30, 2008 and 2007 are as follows:

<TABLE>
                                                      2008       2007
                                                ------------  --------
      <S>                                       <C>           <C>
	Total deferred tax liabilities
		Patents 	                        $    12,040   $   -
		Accrued vacation pay                    (10,614)      -
		Equipment and leaseholds                  8,707       -
		Prepaid insurance                         5,208       -
		Other                                    (3,076)      -
                                                ------------  --------
		Net deferred income tax liabilities	$    12,265   $	-
                                                ===========   =========

</TABLE>

The components of the net deferred income tax assets as of April
30, 2008 and 2007 are as follows:

<TABLE>
                                                    2008        2007
                                                ----------  ----------
 <S>                                            <C>         <C>
	Total deferred tax assets
		Net operating loss carryforward	$	-	$  6,583
		Valuation allowance recognized		-	  (6,583)
                                                ----------  ----------
		Net deferred income tax assets	$	-	$     -
                                                ==========  ==========
</TABLE>

Note 5 - Income Taxes (Continued)

Deferred income tax liabilities result primarily from prepaid
expenses and capitalized legal costs associated with patents that
are deducted immediately for income tax purposes and from
differences between depreciation expenses for book and tax
purposes. (See Note 2.) Deferred income tax assets result primarily
from accrued vacation pay which is not deducted unless paid within
2 1/2 months of each year-end, net operating loss carryforwards,
valuation allowances for inventories and accounts receivable and
expenses not deductible for tax purposes until paid.

The provision for income taxes consists of the following
components:

                              2008       2007     2006
                          ---------   --------  --------
     Current
       Federal            $  37,777	  $ 26,000  $    -
       State                 11,885	     7,500       -
                          ---------   --------  --------
                             49,662     33,500       -

     Deferred
       Federal               15,078      3,043    5,759
       State                  3,670        878    1,661
       Change in Valuation
         Allowance           (6,583)    (3,921)  (7,420)
                          ---------   --------  --------
       Provision for
         Income Taxes     $   61,827  $ 33,500  $	-
                          ---------   --------  --------

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

<TABLE>
                                                 Year Ended April 30,
                                          2008         2007          2006
                                        ---------    --------      --------
<S>                                     <C>          <C>           <C>
U.S. federal statutory tax rate           34.0%        34.0%        34.0%
State income tax expense, net of
  Federal tax benefit                      3.0          3.0            -
Adjustment of prior year estimates 	       4.4            -            -
Effect of graduated federal tax rates     (0.8)       (14.3)        (8.5)
Change in valuation allowance             (3.9)        (2.4)       (25.5)
                                        ---------    --------      --------
Consolidated Effective Tax Rate           36.7%        20.3%           -%
                                        =========    ========      ========

</TABLE>

The Company has utilized all of its net operating loss
carryforwards. A valuation allowance was established as of April
30, 2007 and 2006 (no valuation allowance was necessary as of April
30, 2008) for the deferred tax benefit related to those loss
carryforwards and other deferred tax assets for which it is
considered more likely than not that the benefit will not be
realized.



Note 6 - Stock Options

On November 12, 1998, the Company granted an option to its
President, Fred K. Suzuki, to purchase all or a portion of
3,000,000 shares of the Company's common stock at a purchase price
of $.025 per share. The option is subject to several contingencies
including, but not limited to, stockholder approval. On May 9,
2001, this option was exercised to the extent of 269,000 shares
resulting in additional paid-in capital of $6,725. This option was
to expire on November 12, 2001; however, upon the expiration date,
the Company extended the option to Mr. Suzuki to purchase all or a
portion of the remaining 2,731,000 shares of the Company's common
stock at a purchase price of $.025 per share to November 12, 2004.
On September 30, 2002, this option was exercised to the extent of
140,000 shares resulting in additional paid-in capital of $3,500.
This option was scheduled to expire on November 12, 2004; however,
it was extended for two years to November 12, 2006. On November 11,
2006, this option was exercised to the extent of 720,000 shares
resulting in additional paid-in-capital of $18,000. The option to
purchase the remaining shares expired on November 12, 2006 and was
not extended by the Company.

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

The option extended on November 12, 2004 did not result in any fair
value using the Black-Scholes option-pricing model. Therefore, no
pro forma net loss or loss per share is applicable. In order to
arrive at this determination, using the Black-Scholes option-
pricing model, the following weighted-average assumptions were used
for the period ended April 30, 2006:

<TABLE>

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

</TABLE>


Note 7 - Related Party Transactions

The Company and its affiliates are related through common stock
ownership as follows as of April 30, 2008:

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

</TABLE>

As of April 30, 2008 and 2007, $19,699 was due from F.K. Suzuki
International, Inc. (FKSI). These balances result from an
allocation of common expenses charged to FKSI offset by advances
received from time to time. No interest income was received or
accrued by the Company. The financial condition of FKSI was such
that it will unlikely be able to repay the Company without
liquidating a portion of its assets, including a portion of its
ownership in the Company. As a result, $19,699 of the total
receivable balance has been reclassified as a contra equity
account.

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


Note 8 - Lease Commitments

In 2006, the Company entered into a five-year extension of the
lease agreement for its current facilities, which expires on
January 31, 2011. The base rent under the extended lease escalates
over the life of the lease. However, rent expense is recorded on a
straight-line basis as required by accounting principles generally
accepted in the United States of America. As of April 30, 2008, the
Company's approximate total future minimum lease payments are as
follows:

	Year Ending April 30:
                      2009    $ 70,545
                      2010      72,661
                      2011      55,712

                     Total    $198,918

Also included in the lease agreement are escalation clauses for the
lessor's increases in property taxes and other operating expenses.
Rent expense was $81,659, $70,081 and $73,125 for the fiscal years
ended April 30, 2008, 2007 and 2006, respectively.


Note 9 - Major Customers

Shipments to one customer amounted to approximately 39%, 40% and
39% of sales in fiscal years 2008, 2007 and 2006, respectively. As
of April 30, 2008 and 2007, there were outstanding accounts
receivable from this customer of approximately $72,375 and $64,365,
respectively. Shipments to another customer accounted for 16% and
13% of sales in fiscal years 2008 and 2007, respectively. As of
April 30, 2008 and 2007, there were outstanding accounts receivable
from this customer of approximately $31,005 and $18,905,
respectively.