UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

FORM
10-K



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

SECURITIES
EXCHANGE ACT OF 1934



For
the fiscal year ended 4/30/18



| | 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.

(Exact
name of registrant as specified in its charter)



|Illinois                                                      | 36-2880990                          
|------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or organization | (I.R.S. Employer Identification No.)
|                                                              |                                     
|1940 East Devon Avenue, Elk Grove Village, Illinois           | 60007                               
|(Address of principal executive offices)                      | (Zip Code)                          
|                                                              |                                     
|Registrant’s telephone number, including area code:           | (847) 956-0471                      



Securities
registered under Section 12(b) of the 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)



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



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes[ ] No[X]



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the 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[ ]



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



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Sec. 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



|Large accelerated filer [ ] | Non-accelerated filer [
        ]
        (do not check if a smaller
        reporting company)
|--------------------------- | -----------------------------------------------------------------------------------------------
|Accelerated filer [ ]       | Smaller reporting
        company [X]                                                          
|Emerging growth company [ ] |                                                                                                



If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]



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



The aggregate
market value of the voting stock and non-voting stock held by non-affiliates of the issuer on April 30, 2018 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 July__, 2018 was 14,935,511.



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

15.



Part I



Item
1. Business.



General
Development of Business. Biosynergy, Inc. (the "Company") was incorporated as an Illinois corporation on February
9, 1976. The Company was formed 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, and reusable gel packs designed for transporting temperature sensitive materials.
The Company also distributes an electronic heat block used as an activator for its HemoTempR II Core Correlated Blood
Monitoring Device manufactured by a third party to specifications of the Company.



The Company
did not enter into any agreements materially affecting its operations during Fiscal 2018. The Company experienced a decrease in
sales of $78,356 or 6.1% in Fiscal 2018. Sales in Fiscal 2018 were $1,214,213. The Company realized an after income tax profit
of $33,111 for Fiscal 2018 compared to an after income tax profit of $107,225 for Fiscal 2017. See “Management’s Discussion
and Analysis of Financial Condition and Results of Operations.”



The Company
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 2018. 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’s revenues were generated from sales of medical and laboratory products
in the medical and laboratory industry segment during the fiscal years ended April 30, 2018 and 2017. For a description of these
products, see “Narrative Description of Business.”



See "Information
About Foreign and Domestic Operations and Export Sales". See also "Selected Financial Data" and "Financial
Statements and Supplementary Data."



Narrative
Description 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
has also developed a bacteria growth retardant agent which is not currently produced or sold by the Company. 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, 2018 the Company manufactured and marketed
various medical, laboratory, and consumer thermometric, thermographic, and temperature control devices and accessories. These products
(described below) were sold to hospitals, clinical end-users, laboratories, and product dealers.



| | 1. | The HemoTempR Core Correlated Blood Monitoring Device ("BMD") is designed
to be a human blood bag temperature indicator. Human blood must be maintained, optimally, at 1-3o C., and not allowed
to exceed 6-10oC. Since human blood is always in short supply, it is critical that blood be maintained within these
specifications to avoid loss. HemoTempR BMD monitors the core temperature of a blood bag from 1-12oC, 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 Core Correlated BMD is designed to warn blood bank personnel whenever the
internal temperature of the blood bag has exceeded approximately 6-10oC. HemoTempR II BMD has an irreversible
indicator that is activated when the tag is applied to the blood bag at approximately 3oC. After being activated, the
irreversible indicator remains blue colored for at least 48 hours if the blood is kept at 3oC, however, if the blood
is warmed to a temperature of 6-10o C. or above, the indicator will lose its blue color much more rapidly or the indicator
will change color; the nature and degree of the color change depend on the temperature of the sample and the time at each temperature.
The irreversible indicator will not return to blue even if the blood is subsequently recooled, indicating that the blood has been
warmed. The reversible portion of the indicator reversibly monitors temperatures from 1-9o C. HemoTempR II
BMD is non-reusable and must be replaced each time the blood bag is returned to the blood bank and reissued.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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



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



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



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



| | 8. | HemoCoolTM Gel-Pak is a reusable gel pack designed for transporting temperature sensitive
materials. The HemoCoolTM Gel-Pak is unique in that it can be used to assist in maintaining the temperature of temperature
sensitive materials both during the processing of the materials (labeling, testing, etc.) while outside the refrigerator as well
as during transport.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 9. | HemoCoolTM Gel-Pak for test tubes is a reusable gel pack designed for transporting up
to six test tubes while outside of the refrigerator. For example, this use can be valuable for new admissions in hospitals who
may have 1 – 6 test tubes of samples collected or large collections which may consist of more than one test tube. These collections
can also be isolated using the gel pack.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10. | HemoCoolTM Rollup Gel-Pak for test tubes is a reusable rollup gel pack designed for
transporting up to seven test tubes while outside of the refrigerator. This device has the same capability as the Gel-Pak described
above and additionally can be rolled up and transported through a pneumatic tube system.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 11. | The Company also has the capability of manufacturing on an as needed basis, specialty products
including 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 previously developed a compound intended for use as bacteria growth retardant agents
for use in various products and processes. Although these antibacterial compounds are subject to Food and Drug Administration regulation,
they are historically designated as Generally Recognized As Safe (GRAS). The Company is not currently producing or selling these
compounds. 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. On October 14, 2014, the Company was granted a patent “Method of Producing Eggshell Powder” related
to the processing and manufacture of bacteria growth retardant compounds for use in food and other products (see “Patents
and Trademarks”).
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | 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.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | 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 an unrelated company 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. Currently, the Company relies
exclusively on Fred Suzuki, the Company’s President and Chief Executive Officer, to manufacture the temperature sensitive
liquid crystals used in the Company’s temperature indicators (See “Material Risk Factors”, below).



The Company
has forty-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. The Company currently uses marketing
tools such as direct mailing, cold calls, public announcements, and its website for introduction of its new products. While novel
products, such as the Company's products, enjoy the advantage of no initial competition, they also initially lack a demonstrated
market demand and acceptance. Furthermore, cost savings programs 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 has significantly
increased, in Management's opinion.



Although
the Company relies on its own sales and distribution efforts for a portion of its sales, the Company's distributors accounted for
a majority of the Company’s net sales in Fiscal 2018. During Fiscal 2018, Fisher Scientific Company (“Fisher”)
accounted for 28.3% of the Company's sales. Cardinal Health, Inc. (“Cardinal”) accounted for 38.1% of Company sales
during Fiscal 2018 (See “Material Risk Factors”, below). 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.



During Fiscal
2019, the Company anticipates employees will work part-time in marketing and one employee will devote substantially all of her
time to marketing and selling 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 also directly markets
and sells to its 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, continued supply from such domestic manufacturers 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. There can be no assurance that foreign suppliers will have adequate surplus
or availability in the event the Company needs to utilize foreign sources. Other materials and products are currently available
from a variety of suppliers (See however “Risk Factors”, below).



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
currently holds several other patents, including “Method of Producing Eggshell Powder”, Patent Number US 8,859,010,
granted October 14, 2014. This patent will expire on May 28, 2024.



The Company
was also granted a design patent, “Fold-Over Cooling Pack”, Patent Number US D670816, relating to the Company’s
HemoCoolTM Gel Pak, on November 13, 2012. This patent will expire on November 13, 2026. In addition, the Company holds
several Foreign Design Patents for the “Fold-Over Cooling Pack”, including Europe, Patent Number 002038745-0001, issued
August 7, 2012, expiring on May 8, 2037; Canada, Patent Number 145628, issued March 21, 2013, expiring March 21, 2023; Turkey,
Patent Number 201203234, issued May 7, 2012, expiring May 7, 2037; and India, Patent Number 245076, issued February 2, 2016, expiring
November 8, 2026.



The Company
was granted a design patent, “Roll-Up Gel Pack for Test Tubes,” Patent Number US D712,559 relating to the Company’s
HemoCoolTM Rollup Gel Pak for test tubes, on September 2, 2014. This patent will expire on September 2, 2028. The Company
was also granted another design patent, “Roll-Up Gel Pack for Test Tubes,” Patent Number US D726,928 relating to the
Company’s HemoCoolTM Rollup Gel Pak for test tubes on April 14, 2015. This patent will expire on April 14, 2029.
The Company holds several foreign design patents for the “Roll-Up Gel Pack for Test Tubes,” including Europe, Patent
Number 0022951050001, issued November 18, 2013, expiring August 22, 2038; Europe, Patent Number 002295105-0002, issued November
18, 2013, expiring August 22, 2038; India, Patent Number 252643, issued February 5, 2014, expiring March 5, 2028; Canada, Patent
Number 150496, issued February 8, 2016, expiring February 8, 2026; Canada, Patent Number 156195, issued February 8, 2016, expiring
February 8, 2026; and Turkey, Patent Number 2013/02413, issued March 26, 2013, which expired on March 26, 2018 due to non-payment
of maintenance fee.



The Company
also has a Design Patent Pending, “Gel Pack for Test Tubes,” related to a design for a gel-pack which holds test tubes,
HemoCoolTM Gel-Pak for test tubes. The Design Patent Application Number 29/447,625 was filed on March 5, 2013 and was
initially rejected. Notice of Appeal was filed on September 18, 2016. An appeal brief was filed on December 18, 2016. A Reply to
Office Action was filed on April 12, 2018. Design Patents for the “Gel Pak for Test Tubes,” have been issued in Europe,
Patent Number 002295212-0001 on November 28, 2013, expiring on August 22, 2038, and Patent Number 002295212-0002 on November 28,
2013, expiring on August 22, 2038; India, Patent Number 252644 issued on January 23, 2014, expiring on March 5, 2028; Canada, Patent
Number 150495, issued on February 8, 2016, expiring on February 8, 2026; Canada, Patent Number 156173, issued on February 8, 2016,
expiring on February 8, 2026; and Turkey, Patent Number 2013/02394 issued on March 25, 2013, which expired on March 25, 2018 due
to non-payment of maintenance fee.



The Company
may also seek to obtain patents on other products, as appropriate.



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



Patent and
trademark protection is important to the Company, both with respect to its current products, as well as products under development.
In circumstances where the Company is unable to obtain patent trademark protection on its products, as well as any improvements,
developments and modifications related to such products if the Company is able to sell such products without initial significant
competition, then 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. However, certain
processes and chemical formulas will be maintained only as trade secrets. Management feels that it will be difficult for potential
competitors to analyze or reproduce certain 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 industries, 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
generally grants payment terms to customers and dealers. The Company will not accept returns of products from its dealers except
for change or credit but does guarantee the quality of its products to the end user for a period of one year. In addition, the
Company maintains product liability insurance at a level which the Company’s management believes is adequate protection for
the Company’s product liability exposure.



As of April
30, 2018, the Company had $1,568,019 of current assets available. Of this amount, $55,845 represented prepaid expenses, $141,045
was inventory, $230,701 was net trade receivables, and $1,140,428 represented cash.



Management
of the Company believes that it has sufficient working capital to continue operations for the fiscal year ending April 30, 2019
provided the Company's sales and ability to collect accounts receivable are not adversely affected. In the event the Company's
sales materially decrease, the receivables of the Company are materially 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. The Company’s two largest customers are its primary product distributors, Fisher and Cardinal. Fisher was
directly responsible for 28.3% of the Company's net sales during the fiscal year ending April 30, 2018. Cardinal accounted for
38.1% of the Company’s net sales during the fiscal year ending April 30, 2018. At April 30, 2018, Fisher owed the Company
$59,688 and Cardinal owed $138,823. No other customers accounted for 10% or more of the Company’s net sales during Fiscal
2018. Management believes the loss of either of these distributors would materially reduce the revenues of the Company until the
Company could retain, if available, the services of other major product distributors or the end users serviced by Fisher and Cardinal
began ordering directly from the Company. Management has no reason to believe that the Company will lose either of these distributors
in the foreseeable future.



Backlogs.
The Company had no backorders at April 30, 2018 or 2017.



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. The Company's
HEMOTEMPR II BMD (blood bag temperature monitor) competes in the medical market against several functionally similar
products. Management of the Company has become aware of one such product sold by a competitor with sales substantially equal to
the Company’s sales of HEMOTEMPR II BMD. Management of the Company believes that HEMOTEMPR II BMD is
superior because it provides an irreversible monitor with a reversible monitor to warn the user that blood is approaching an unsafe
temperature. There are no known commercial competitors of the Company's HemoTempR II Activator.



In the area
of laboratory temperature monitoring, a known competitor supplies reversible and irreversible temperature indicators. In the area
of a food or drink safety indicator, there is no competition known to the Company that utilizes liquid crystal technology. The
Company believes that the frozen 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 several
other companies.



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



A number
of other companies 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, nondisposable or not usable in most applications where liquid crystal thermometry and temperature
indicators are utilized.



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



Research
and Development. During Fiscal 2018 and 2017, the Company spent $169,892 and $160,878, 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." Although not anticipated,
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. Company products, 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 made export sales to customers located outside of the United
States totaling $42,355 during the last fiscal year and $53,055 during the fiscal year ending in 2017. Export sales were made to
customers located in Canada, Puerto Rico, Philippines, Turkey, Italy, Germany, and Kingdom of Bahrain. 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." 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.



Management
of the Company believes that export sales may continue to increase in future years. However, the Company is exposed to risks generally
attendant to foreign operations, including but not limited to, trade restrictions, tariffs, embargos, foreign war and unrest and
competition from foreign and domestic producers, and therefore there is a risk export sales will not continue to increase in the
future. Management believes the partial or total loss of foreign operations would not have a material impact on the Company’s
financial condition or results of operations.



Environmental
Protection Expenditures. The Company's operations are not subject to any federal, state or local laws regulating the discharge
of materials into the 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.



Employees.
The Company presently has six full-time employees comprised of the President and three Vice Presidents.



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



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. See also “Website” above.



Item
1A. Material Risk Factors.



The Company
depends on key members of its management and scientific staff and, if the Company fails to retain and recruit qualified individuals,
its ability to execute its business strategy would be harmed.



The Company
is highly dependent on the principal members of its management and scientific staff, in particular Fred K. Suzuki, Jr., the Company’s
President, Chief Executive Officer, Chairman of the Board of Directors, Director of Research and Product Development, and Director
of Marketing. Mr. Suzuki is primarily responsible for developing products and manufacturing the liquid crystals for use in the
Company’s primary line of products. Mr. Suzuki is 88 years old. The loss of Mr. Suzuki may impede the achievement of the
Company’s business objectives or have an adverse effect on the Company’s financial condition or results of operations.
The Company may not be able to attract and retain skilled and experienced personnel on acceptable terms in the future to replace
Mr. Suzuki. Further the Company may not be able to attract and retain skilled and experienced marketing, scientific and sales personnel
on acceptable terms in the future because numerous other high technology companies compete for the services of these qualified
individuals. The Company currently does not maintain key man life insurance on any of its employees, nor has the Company implemented
a formal succession plan.



Certain familial
groups, in the aggregate, beneficially own a large percentage of the Company’s common stock and as a result can exert significant
influence over the Company.



As of April
30, 2018, Mr. Suzuki owned 30% of the outstanding stock of F.K. Suzuki International, Inc. (“FKSI”), and also served
on FKSI’s board of directors, together with Laurence Mead, the Chief Operating Officer of the Company, and Lauane Addis,
Mr. Suzuki’s son-in-law and counsel and Secretary for the Company. FKSI in turn owns approximately 30.02% of the outstanding
stock of the Company. As a result of (i) Mr. Suzuki’s ownership and position as director of FKSI, (ii) shared directorial
control over FKSI with Messrs. Mead and Addis with respect to the shares of stock in the Company owned by FKSI, (iii) other shares
of stock in the Company owned by Mr. Suzuki directly, and (iv) stock owned by Mr. Suzuki and his spouse as joint tenants, Mr. Suzuki
is deemed to “beneficially” own an aggregate of 5,513,470 shares, or approximately 36.9%, of the Company’s outstanding
common stock. In addition, Mr. Suzuki’s daughter, Jeanne S. Addis, is the Trustee of the Addis Family Trust dated September
1, 2009, which owns approximately 28.1% of the outstanding FKSI stock. Accordingly, Mr. Suzuki, together with other members of
his immediate family as a group, may be able to substantially influence all matters requiring approval by the Company’s shareholders,
including the election of directors and the approval of mergers or other business combination transactions. Circumstances may arise
in which the interests of this group could conflict with the interests of the Company’s other shareholders. Mr. Suzuki, acting
in concert with other members of his immediate family, may also delay or prevent a change in control of the Company even if such
a transaction would be beneficial to the Company’s other shareholders.



The Company’s
failure to engage an economically viable manufacturer for the Company’s portable refrigerated cooler for transportation of
blood and other biologicals may cause the Company to lose opportunities to increase the Company’s cash flows and profits.



There can
be no assurance that the Company can engage a manufacturer of the Company’s prototype portable refrigerated cooler for transportation
of blood and other biologicals on economically reasonable terms. The Company’s failure to engage a manufacturer on economically
reasonable terms may cause the Company to lose opportunities to increase the Company’s cash flows and profits.



The Company
depends on key distributors for the marketing and sale of its products and the failure to retain such distributors may materially
affect the Company and its results of operations.



The Company’s
key distributors, Fisher and Cardinal, accounted for 28.3% and 38.1% of the Company’s sales, respectively, during Fiscal
2018. The Company’s failure to retain one or both of such distributors may have an adverse effect on the sales of the Company,
which may in turn have an adverse effect on the Company’s results of operations, financial condition and cash flows if such
sales cannot be replaced by another distributor of the Company. The Company has also agreed to payment terms of net 90 days with
one dealer. As a result, the Company’s outstanding accounts receivable have materially increased, increasing the amount of
accounts receivable at risk of collection.



The unavailability
of the Company’s current domestically sourced raw materials may materially affect the Company and its results of operations.



There can
be no assurance that the Company will continue to be able to acquire raw materials, including raw materials for the liquid crystals,
which are essential for the manufacture of the Company’s temperature indicators and other products, from domestic sources,
or that the domestic sources currently used by the Company will continue to supply such raw materials on cost-effective terms.
Further, there is no assurance such raw materials will continue to be available from foreign sources. Although the liquid crystal
raw materials are currently available from foreign sources, acquiring raw materials from such foreign sources may result in an
increase in the Company’s cost for such raw materials, which may in turn have an adverse effect on the Company’s results
of operations, financial condition and cash flows.



The Company
receives a substantial percentage of sales from two products and the failure to increase or maintain sales levels with respect
to one or more of such products may materially affect the Company and its results of operations.



During Fiscal
2018, and for several prior fiscal periods, two products, HemoTempR Core Correlated BMD and HemoTempR II
Core Correlated BMD accounted for a substantial percentage of the Company’s sales. In the aggregate, these two products accounted
for $1,155,910 in sales (or approximately 95.2% of all Company sales). The Company’s failure to maintain sales levels with
respect to one or both of these products will have an adverse effect on the Company’s results of operations, financial condition
and cash flows.



Changes in
environmental regulations may adversely affect the Company and its results of operations.



The Company
is not aware of any violations of environmental regulations by the Company. However, changes in environmental regulations may cause
the Company to incur additional expense for compliance. For instance, the Company may be forced to develop alternative manufacturing
methods and processes, or procure alternative suppliers or raw materials for its products. Increased expense occasioned by changes
in environmental regulations may have an adverse effect on the Company’s results of operations, financial condition and cash
flows.



Company’s
distributors’ violation of the Foreign Corrupt Practices Act may adversely affect the Company and its results of operations.



The Company
maintains a policy requiring all of its employees to comply with the Foreign Corrupt Practices Act. However, because the Company
engages independent distributors to distribute and market the Company’s products, there can be no assurance that such distributors
will likewise comply. A violation of the Foreign Corrupt Practice Act by a distributor engaged by the Company may implicate the
Company which may in turn have an adverse effect on the Company’s results of operations, financial condition and cash flows.



Item
2. Properties.



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 was extended during
Fiscal 2018 and will expire on April 30, 2020.



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. Mine Safety Disclosures.



The disclosure
required in this Item is not applicable to the Company.



PART
II



Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.



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, 2018, there were approximately 397 shareholders of record of the Company's common stock.



Dividends.
The Company does not have a dividend policy and does not expect to pay dividends in fiscal 2019.



Common
Stock for Issuance Under Equity Compensation Plans. As of April 30, 2018, the Company has no outstanding equity compensation
plans and otherwise has no obligation to issue or sell stock pursuant to an option or similar agreement.



Item
6. Selected Financial Data.



The registrant
is not required to furnish any information in this Item.



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



Net Sales.
Net sales for the fiscal year ending April 30, 2018 decreased by $78,356, or 6.06%, in comparison to the previous fiscal year.
The decrease in sales during Fiscal 2018 was primarily due to a decrease of $70,075, or 5.9%, in sales of its HemoTempRII
Indicators and a decrease of $8,740 or 24.24% in sales of its TempTrendR temperature indicator. The Company had increased
sales in HemoTempR, TempTrendR II, StaFreezR, LabTempR20, and HemoCoolTM
Gel Paks, and had decreased sales in LabTempR 40 and HemoTempR II Activators.



Below is
a schedule which represents the sales for each product for the fiscal years ending April 30, 2018 and 2017.



Fiscal Year Ending

April
30





Medical
and Laboratory Products 	2018 Sales of Products	2017 Sales of Products



|HemoTempRII BMD       |  | $ | 1,117,830 |  |  | $ | 1,187,905 | 
|--------------------- |  | - | --------- |  |  | - | --------- | 
|HemoTempRBMD          |  |   | 38,080    |  |  |   | 35,800    | 
|TempTrendRTI          |  |   | 27,305    |  |  |   | 36,045    | 
|HemoTempRII Activator |  |   | 16,550    |  |  |   | 19,145    | 
|LabTempR20 ST         |  |   | 5,045     |  |  |   | 3,315     | 
|HemoCoolTM Gel-Pak    |  |   | 4,928     |  |  |   | 3,372     | 
|LabTempR40 ST         |  |   | 2,075     |  |  |   | 4,530     | 
|StaFreezR FTI         |  |   | 1,370     |  |  |   | 1,105     | 
|TempTrendRII TTD      |  |   | 1,030     |  |  |   | 885       | 
|Miscellaneous         |  |   | —         |  |  |   | 467       | 
|                      |  | $ | 1,214,213 |  |  | $ | 1,292,569 | 



Export
Sales. The Company made export sales to customers located outside of the United States totaling $42,355 during the last fiscal
year and $53,055 during the fiscal year ending in 2017.



Other
Revenues. Interest income for Fiscal 2018 was $394 and $407 for Fiscal 2017. During Fiscal 2018, the Company maintained a money
market account which received an interest rate between .05% and .25% APY. The Company also realized $1,920 in miscellaneous income
from subleasing a portion of the Company’s storage space in Fiscal 2018 and 2017.



Costs
and Expenses. Overall operating costs and expenses for the fiscal year ending April 30, 2018 increased by $22,175 compared
to the fiscal year ending in 2017. The operating costs and expenses for Fiscal 2018 were 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 32% for the fiscal year ending April 30, 2018 and 29% for the
fiscal year ending April 30, 2017. This overall increase in cost of sales as a percentage of net sales in Fiscal 2018 is primarily
due to an addition of a full-time employee in the production department and related employee costs. 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 increased during the fiscal year ending in 2018 by $9,014 or 5.3%,
as compared to the fiscal year ending in 2017. The overall increase compared to Fiscal 2017 is due to chemical waste disposal fees
during Fiscal 2018. The Company is investigating the feasibility of several products intended to expand and improve the Company’s
current product line as described in “Products Under Development”. These development expenses have remained substantially
constant for the past two years. There is insufficient information available to determine the extent to which the Company will
be required to allocate its resources to the continued development of these products. See "Narrative Description of Business
– Products Under Development."



Marketing
Expenses. The Company's marketing expenses were $186,825 in Fiscal 2018 as compared to $190,536 for the fiscal year ending
in 2017. The decrease for Fiscal 2018 was primarily due to a decrease in product artwork design and employee healthcare expenses.
The Company’s marketing activities will increase or decrease depending on managements determination of what is necessary
to continue the Company's growth.



General
and Administrative Expenses. The Company’s general and administrative costs increased by $16,872 as compared to the 2017
fiscal year. The Company experienced higher employee wages, increased general insurance, and higher legal fees. Except for unforeseen
extraordinary items, it is unlikely general and administrative expenses will materially change during Fiscal 2019.



Income
Tax Expense (Benefit). Income tax expense was $1,600 or 4.6% of income before taxes for Fiscal 2018 and $43,693, or 28.95%
of income before taxes, for Fiscal 2017.



Net Income/Loss.
The Company experienced a net after-tax profit of $33,111 for Fiscal 2018 as compared to a net after-tax profit of $107,225 for
Fiscal 2017. The Company experienced a decrease in profitability due to reduced sales. See discussion of “Net Sales”
above.



Assets.
Since April 30, 2017, the Company's current assets have increased by $41,415. 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.



Liabilities.
The Company's current liabilities have decreased by $1,066 since April 30, 2017. This decrease is primarily due to ordinary fluctuations
in operations. The decrease 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, 22.2 to 1, has increased from 21.29 to 1 at April
30, 2017. The increase in ratio of current assets to current liabilities is a result of the profit realized by the Company in Fiscal
2018. 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, 2018, the Company had an increase in net working capital of
$42,481. The increase in net working capital is primarily due to the Company’s realizing and retaining a profit in Fiscal
2018.



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 sufficient inventory to meet the
delivery requirements of customers and thus, inventory represents a substantial portion of the Company’s current assets.



The Company
generally grants payment terms to customers and dealers. Although the Company experiences varying collection periods of its accounts
receivable, the Company has no reason to believe collection of its accounts receivable is at risk, and believes that uncollectible
accounts receivable will not have a significant effect on future liquidity.



Cash provided
in operating activities was $99,846 during Fiscal 2018. Cash used by operating activities was $28,871 during Fiscal 2017. During
Fiscal 2018, no cash was used for equipment purchases, or was allocated to new patents and patents pending. 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, 2018, the Company had $1,568,019 of current assets available. Of this amount, $55,845 was prepaid expenses, $141,045 was inventory,
$230,701 was net trade receivables, and $1,140,428 was cash. 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.



Related
Party Transactions. The Company was owed $19,699 by F.K. Suzuki International, Inc. ("FKSI"), an affiliate, at April
30, 2018 and 2017 in connection with past shared common expenses. 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. Collectability 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 contra equity account.



Lauane C.
Addis, Secretary and Director of the Company, is a member of the law firm of Stahl Cowen Crowley Addis LLC. Mr. Addis 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 2018 the
Company paid $24,590, and $18,349 in Fiscal 2017 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.



Off-Balance
Sheet Arrangements. As of April 30, 2018, the Company was not involved in any off-balance sheet arrangements, as defined in
Item 303(1)(4)(ii) of Regulation S-K promulgated by the SEC.



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
significant accounting policies are disclosed in Note 2 to the Financial Statements for the year ending April 30, 2018. 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:



Lease
Commitments - On February 25, 2016, the FASB issued Topic 842, Leases.  Under its core principle, a lessee will recognize
lease assets and liabilities on the balance sheet for all arrangements with terms longer than 12 months.  Lessor accounting
remains largely consistent with existing U.S. GAAP.  The amendments are effective for public companies for fiscal years beginning
after December 15, 2018, including interim periods within those fiscal years.  At inception, a lessee must classify all leases
as either finance or operating.  The Company adopted Topic 842 at the extension of the current lease for its facilities in
Elk Grove Village effective May 1, 2018. The Company classifies the lease as an operating lease. The adoption of Topic 842 increases
the Company’s total assets and liabilities by approximately $178,000 as of May 1, 2018, and will have an insignificant impact
on the results of its operations during the life of the lease.



Revenue
Recognition - In May 2014, the Financial Accounting Standard Board (FASB) issued ASU 2014-09, Revenue from Contracts with Customers
(Topic 606) (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in ASC Topic 605, Revenue
Recognition, and most industry-specific guidance. The core principle of the guidance is that an entity should recognize revenue
to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity
expects to be entitled in exchange for those goods or services. This guidance is effective for annual reporting periods beginning
after December 15, 2017, including interim periods within that reporting period, under either full or modified retrospective adoption.
Early application is not permitted. The Company adopted ASU 2014-09 beginning May 1, 2018. The Company
does not expect the adoption of the amended guidance to have a material impact on the Company's financial statements. The Company
will make additional revenue related disclosures in the footnotes to the Company’s financial statements upon adoption in
the first quarter of fiscal year 2019.



Use of
Estimates - Preparation of financial statements and 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. 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.



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
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. Financial Statements and Supplementary Data.



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



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



The Company
retained the services of Sassetti, LLC to audit the Company’s annual financial statements as of April 30, 2018 and 2017,
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
9A. Controls and Procedures.



The Company
has established and maintains disclosure controls and procedures (as defined in Rules 13a15(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 supervision 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.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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. The Audit Committee had one member, James
F. Schembri, until his resignation and retirement on July 6, 2017. The Company appointed Malcolm MacCoun as the sole member of
the Audit Committee to replace Mr. Schembri on May 29, 2018. Mr. MacCoun qualifies as a financial expert and independent director
as defined in Rule 407 of Regulation SK under the standards applicable to the Company. 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 internal audit of the
controls and procedures (and risk factors related to them) which was developed by the Company utilizing the framework proscribed
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework.



| | (2) | Prior to the date of filing this Form 10-K, 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, 2018 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.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | 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 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 period covered by this report that have materially affected or are likely
to materially affect the Company’s internal control over financial reporting
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Item
9B. 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
10. Directors, Executive Officers and Corporate Governance.



The executive
officers and directors of the Company are:



|Name              |  | Age |    | Positions with Company |  | Served in Office Since                                                                                                                             
|----------------- |  | --- | -- | ---------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------
|Fred K. Suzuki    |  |     | 88 |                        |  | President, Chief Executive Officer, Director of Research and Product Development, Chairman of the Board of Directors, and Director of Marketing    
|Laurence Mead     |  |     | 56 |                        |  | Vice President - Manufacturing and Development, Chief Operating Officer, Chief Financial Officer, Chief Accounting Officer, Treasurer, and Director
|Mary K. Friske    |  |     | 58 |                        |  | Vice President - Administration                                                                                                                    
|Jennifer A. Rieck |  |     | 35 |                        |  | Vice President - Customer Service and Vice- President – Regulatory Affairs                                                                         
|Lauane C. Addis   |  |     | 62 |                        |  | Corporate Counsel Secretary and Director                                                                                                           
|Malcolm MacCoun   |  |     | 90 |                        |  | Director                                                                                                                                           

| | ------------------------------ | 
| | ------------------------------ | 

| | (1) | Mr. Suzuki did not serve as President from August 1982 through February
1983. Prior to October, 1984, Mr. Suzuki served as Treasurer of the Company, and was once again appointed Treasurer on June 30,
1991 until April, 2009.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Mr. Mead was appointed Vice President of Regulatory Affairs in June,
2016 and served until July, 2017.
| | --- | ------------------------------------------------------------------------------------------------------



| | (3) | Mrs. Rieck served as Vice President – Regulatory Affairs and
New Business Development from June, 2012 through June, 2016, and as Director of Marketing from June, 2014 through June, 2016. Mrs.
Rieck was appointed Vice President – Regulatory Affairs in July, 2017.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



James F.
Schembri resigned and retired as a director of the Company on July 6, 2017. Mr. Schembri served as a director of the Company since
November, 1990. Mr. Schembri’s resignation and retirement are not due to any disagreement with the Company. 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. Jennifer A. Rieck is the granddaughter of Fred K. Suzuki
and the daughter of Lauane C. Addis. 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 and Director of Research and Development. 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 until June, 2009. Mr. Suzuki has also served as Director of
Marketing and Sales and Director of Research and Development. 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 and Related Stockholder Matters." 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 has developed several patents which include
liquid-conductive cooling/heating device and a fold-over cooling gel pack. Mr. Suzuki also holds patents in the area of liquid
crystal chemistry. Mr. Suzuki was elected active member of The New York Academy of Sciences in 1964. Mr. Suzuki attended Roosevelt
University from 1951 to 1954, where he studied Chemistry and Biology.



MARY K.
FRISKE, Vice President - Administration. 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.
Ms. Friske also served as Manager of Sales from September, 1993 through June, 2014. 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, Chief Financial Officer, Vice President – Manufacturing and Development, Chief Accounting
Officer, Treasurer and Director. Mr. Mead joined the production department of the Company in 1980, and served as the Company's
Production Manager from 1984 until April, 1994. In April, 1994, Mr. Mead was appointed Vice President - Manufacturing. In September,
2002, Mr. Mead was appointed Chief Accounting Officer. In June, 2004, Mr. Mead was appointed Chief Operating Officer and Vice President
of Product Development and served as Vice President of Product Development until June, 2014. Mr. Mead was appointed to the Company’s
Board of Directors in June, 2006. In June, 2009, Mr. Mead was appointed Chief Financial Officer and Treasurer. Mr. Mead has also
served as the Manager of Financial and Product Development for the Company and Vice President – Regulatory Affairs. Mr. Mead
has developed several patents which include a liquid-conductive cooling/heating device and a fold-over cooling gel pack. Mr. Mead
received his Bachelor of Science degree in August, 1992 from Roosevelt University where he majored in Accounting.



JENNIFER
A. RIECK, Vice President – Customer Service and Vice President – Regulatory Affairs. Mrs. Rieck joined the company
in March, 2011. She initially served the Company as Assistant to the President relating to new business development. Her course
work in biology, chemistry, physics and math allows her to comprehend and contribute in the development of new products. In November,
2012, Mrs. Rieck was appointed Vice President – Regulatory Affairs and New Business Development. In June, 2014, Mrs. Rieck
was appointed Director of Marketing. In June, 2016, Mrs. Rieck was reassigned to the position of Vice President – Customer
Service. In July, 2017, Mrs. Rieck was appointed Vice President – Regulatory Affairs. She works closely with customers who
need technical support and with patent attorneys. She has also taken on the role of liaison between the Company and agencies such
as the FDA, AABB and CAP. Mrs. Rieck has developed several patents which include a fold-over cooling gel pack. Prior to joining
the Company, Mrs. Rieck taught English in South Korea from 2004 to 2005. From 2005 to 2009 she worked as a law clerk, facilities
manager and office manager of Stahl Cowen Crowley Addis LLC. From 2010 to 2011 she worked as a recruiting specialist at Career
Education Corporation. Mrs. Rieck received her Bachelor of Arts degree in May, 2004 from the University of Colorado, Boulder where
she majored in International Affairs. She received her Master of Business Administration degree in November, 2012 from DePaul University
where she focused her studies on Human Resources.



LAUANE C.
ADDIS, Secretary and Director. Mr. Addis is currently a member of the law firm Stahl Cowen Crowley Addis LLC, Chicago, Illinois.
Mr. Addis served the Company from February, 1984 to December, 1985 as its Vice President - Finance and Chief Financial Officer.
From December, 1985 thru June, 1991, Mr. Addis also served as Executive Vice President, Chief Operating Officer, Chief Financial
Officer, and Treasurer of the Company. Mr. Addis is the Secretary FKSI, an affiliate of the Company. Mr. Addis is also a member
of the Board of Directors and Vice President of Northwest Suburban Day Care Center, a non-profit organization which provides child
day care services for low-income and indigent persons. 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.



MALCOLM
D. MACCOUN, Director. Mr. MacCoun was elected to the Board of Directors on May 29, 2018. Mr. MacCoun served in the U.S. Navy’s
Hospital Corp from 1945 to 1948. From 1954 to 1960 he worked as an Assistant Director for Hackley Hospital in Muskegon and St.
Mary’s Hospital in Grand Rapids, Michigan. Mr. MacCoun worked as the Chief Executive Officer and Hospital Administrator at
Bixby Hospital in Adrian, Michigan from 1960 to 1967. From 1967 to 1992 he worked as the President and Chief Executive Officer
of Northwest Community Hospital in Arlington Heights, IL. Mr. MacCoun was selected to serve two three-year terms as a member of
the Chicago Hospital Council’s Board of Directors which included two one-year terms as the Chairman of the Council’s
Board. Mr. MacCoun received his Bachelor of Science Degree in Business Administration and Accounting from the University of Louisville
in 1952. He received his Master Degree in Hospital Administration from Northwestern University in 1954.



Section
16(a) Beneficial Ownership Reporting Compliance. The Company did not receive any reports during Fiscal 2017 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, 2018.



Audit
Committee. The Audit Committee reviews and, when it deems appropriate, approves internal accounting and financial controls
for the Company and accounting principles and auditing practices and procedures to be employed in the preparation and review of
the financial statements of the Company. The Audit Committee also meets periodically with management to review the manner in which
they are performing their responsibilities and to discuss auditing, internal accounting controls and financial reporting matters.
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 had one member, James F. Schembri, a director of the Company,
until his resignation and retirement on July 6, 2017. Mr. Schembri was a financial expert and the Board of Director’s only
independent director as defined in Rule 407 of Regulation SK. The Company appointed Malcolm MacCoun as a director to replace Mr.
Schembri. Mr. MacCoun qualifies as a financial expert and independent director under the standards applicable to the Company.



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. The Company’s Code
of Ethics was amended effective June 28, 2016 to require all officers and employees to comply with the Company’s Unauthorized
Disclosure Policy and Electronic Communications and Computer Policy. A copy of the Company’s Amended and Restated Code of
Ethics is filed with this Report and is also available on the Company’s website www.biosynergyinc.com.



Director
Independence. Malcolm MacCoun is the sole independent director under the independence standards applicable to the Company’s
Board of Directors and the sole independent member of the Board’s compensation and audit committees under the independence
standards applicable to such committees.



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



Item
11. 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, 2018 and 2017 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:



|Name and
        Principal
        Position | Year
        $ | Salary $ | Bonus
        $ | Stock
        Awards
        $ | Option
        Awards
        $ | Non-Equity
        Incentive Plan
        Compensation
        (1)
        $ | Nonqualified
        deferred
        compensation
        earnings $ | All Other
        Compensation
        (2)
        $ | Total $
|------------------------------------------- | -------------- | -------- | --------------- | ------------------------------ | ------------------------------- | ---------------------------------------------------------------------------- | --------------------------------------------------------------------- | ---------------------------------------------------- | -------





|Fred K. Suzuki,
        President,
        Chairman of the
        Board, Chief
        Executive Officer,
        Director of
        Research and
        Development, and
        Director of                                      |      |          |        |    |    |        |    |         |         
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | -------- | ------ | -- | -- | ------ | -- | ------- | --------
|Marketing                                                                                                                                                                                                                             | 2018 | $163,347 | $7,500 | -- | -- | $8,167 | -- | $15,675 | $194,689
|                                                                                                                                                                                                                                      | 2017 | $158,640 | $7,392 | -- | -- | $7,932 | -- | $17,800 | $191,764
|Laurence C.
        Mead, Chief
        Operating Officer,
        Chief Financial
        Officer, Vice President/Manufac
        turing and
        Development
        Chief Accounting
        Officer and
        Treasurer and, |      |          |        |    |    |        |    |         |         
|Director                                                                                                                                                                                                                              | 2018 | $150,297 | $7,500 | -- | -- | $7,515 | -- | $11,540 | $176,852
|                                                                                                                                                                                                                                      | 2017 | $145,640 | $7,392 | -- | -- | $7,282 | -- | $16,550 | $176,864

| | ___________________________ | 
| | --------------------------- | 



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



(2)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 received $15,675 and $15,300 in lieu of accrued vacation for Fiscal 2018
and 2017, respectively. Mr. Suzuki and Mr. Mead each received $2,500 for their services as directors in Fiscal 2017 and accrued
$2,500 for Fiscal 2018. Mr. Mead also received $11,540 and $14,050 in lieu of accrued vacation for Fiscal 2018 and 2017, respectively.



Stock
Options.



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, 2018, and no such stock options were outstanding as of April 30, 2018.

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, 2018.



Directors
Compensation Table



|Director Name Fred K. Suzuki, President, Chairman of the Board, and Chief Executive Officer, Director of Research and Development and                                     |  | Fees Earned or Paid in Cash ($) |       | Total ($)
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------- | ----- | ---------
|Director of Marketing (1)                                                                                                                                                 |  | $                               | 2,500 |          
|Malcolm MacCoun, Director                                                                                                                                                 |  | $                               | 2,500 |          
|Lauane C. Addis, Director and Secretary Laurence C. Mead, Director, Chief Operating Officer, Chief Financial Officer, Vice-President-Manufacturing and Development, Chief |  | $                               | 2,500 |          
|Accounting Officer, and Treasurer (1)                                                                                                                                     |  | $                               | 2,500 |          

| | ___________________ | 
| | ------------------- | 

(1)
Does not include compensation received as an officer of the Company. See also “Summary Compensation Table” above for
more information.



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



The Company’s
401(k) retirement plan provides for the Company to match 100% of participant contributions up to 5% of the participant’s
compensation. Management of the Company believes it is important to provide a retirement plan for the benefit of its employees
to retain key employees and provide its employees with retirement benefits.



Compensation
Committee. The Company has a Compensation Committee of its Board of Directors. 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 members of the Compensation Committee were James F. Schembri, director of the Company,
and Lauane C. Addis, director and Secretary of the Company, until Mr. Schembri’s resignation and retirement on July 6, 2017.
The Company appointed Malcolm MacCoun to the Compensation Committee as an independent director under the standards applicable to
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 paragraph. During the most recent fiscal year, none of the Company’s executive officers
served on the Compensation Committee (or equivalent), or the board of directors, of another entity whose executive officer(s) served
either on the Company’s Compensation Committee or on its Board of Directors.



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, 2018 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.



Compensation
Committee Report. 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-K.



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

The following
table sets forth information as of April 30, 2018, as to the voting securities of the Company owned 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.



| | Title of Class |  |  | Name and Address of  Beneficial Owner |  | Amount 	and 	Nature 	of Beneficial Ownership |  |  | Percent of Class | 
| | -------------- |  |  | ------------------------------------- |  | -------------------------------------------- |  |  | ---------------- | 



|Common Stock |  | James Schembri 3565 Port Cove Dr., #73 Waterford, MI 48328 |  |  | 1,291,500 shares of record and beneficial(1) |  |  |  | 8.65 | %
|------------ |  | ---------------------------------------------------------- |  |  | -------------------------------------------- |  |  |  | ---- | -
|Common Stock |  | All 5% owners as a group (1 member)                        |  |  | 1,291,500                                    |  |  |  | 8.65 | %



| | (1) | Included in shares owned by James F. Schembri are 66,000 shares in
Mr. Schembri’s individual retirement account for the benefit of Mr. Schembri.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------



The following
table sets forth information as of April 30, 2018, as to the voting securities of the Company owned by the officers and directors
of the Company.



|Title of Class |  | Name and Address of  Beneficial Owner                                                                                             |  | Amount 	and 	Nature 	of Beneficial Ownership |                                              | Percent of Class
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------- | -------------------------------------------- | ----------------
|Common Stock   |  | Fred K. Suzuki 710 S. Kennicott Arlington Heights, IL 60005                                                                       |  |                                              | 5,513,470 shares of record and beneficial(1) |                 
|Common Stock   |  | F.K. Suzuki International, Inc. 1940 E. Devon Ave. Elk Grove Village, IL 60007                                                    |  |                                              | 4,484,470 shares of record and beneficial    |                 
|Common Stock   |  | Jeanne S. Addis, Trustee of the Addis Family Equity Trust dated September 1, 2009 1819 Orleans Circle Elk Grove Village, IL 60007 |  |                                              | 4,484,470 shares of record and beneficial(2) |                 
|Common Stock   |  | Mary K. Friske 940 Bradley Court Palatine, IL 60074                                                                               |  |                                              | 41,000 shares of record and beneficial(3)    |                 
|Common Stock   |  | Laurence C. Mead 1151 Warwick Cir. North Hoffman Estates, IL 60169                                                                |  |                                              | 60,250 shares of record and beneficial(4)    |                 
|Common Stock   |  | Beverly Suzuki 710 S. Kennicott Arlington Heights, IL 60005                                                                       |  |                                              | 820,000 shares of record and beneficial(5)   |                 
|Common Stock   |  | Jennifer A. Rieck 790 Charleston Lane Hoffman Estates, IL 60192                                                                   |  |                                              | 697,559 beneficial(6)                        |                 
|Common Stock   |  | Lauane C. Addis 1819 Orleans Circle Elk Grove Village, IL 60007                                                                   |  |                                              | —                                            | (7)             
|Common Stock   |  | All directors and officers as a group (6 members)                                                                                 |  |                                              | 5,614,720                                    |                 

| | _____________________________ | 
| | ----------------------------- | 

| | (1) | Fred K. Suzuki is President of F.K. Suzuki International, Inc. ("FKSI")
and owns 30% 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 4,484,470 shares which are owned
by FKSI and 820,000 shares which are owned by him and Beverly R. Suzuki as joint tenants.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Jeanne S. Addis, as Trustee of the Addis Family Equity Trust dated
September 1, 2009, owns 28.1% of the outstanding Common Stock of FKSI, which owns 30.02% of the Common Stock of the Company. Jeanne
S. Addis as Trustee of the Addis Family Equity Trust dated September 1, 2009 is therefore deemed to be beneficial owner by reason
of voting and disposition control of 4,484,470 shares owned by FKSI.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | In addition to the 41,000 Shares of outstanding common stock of the
Company owned directly by Mary K. Friske, she also owns 700 shares, or approximately .7%, of the outstanding common stock of FKSI,
which owns 30.02% of the common stock of the Company.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | In addition to the 60,250 shares of outstanding common stock of the
Company owned directly by Laurence C. Mead, he also owns 10,102 shares, or approximately 10%, of the outstanding common stock of
FKSI, which owns 30.02% of the common stock of the Company.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Beverly R. Suzuki is deemed to be a beneficial owner by reason of
voting and disposition control of 820,000 shares owned by her and Fred K. Suzuki as joint tenants.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | Jennifer Rieck is the 50% beneficiary of the Addis Family Equity Trust
dated September 1, 2009, which owns 28.1% of the outstanding stock of FKSI, which owns 30.02% of the common stock of the Company.
Jennifer Rieck as a 50% beneficiary of the Addis Family Equity Trust dated September 1, 2009 is therefore deemed to be beneficial
owner by reason of pecuniary benefit of 697,559 shares owned by FKSI.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (7) | Lauane Addis is neither a trustee nor a beneficiary under the Addis
Family Equity Trust dated September 1, 2009. Thus, for purposes of this annual report on Form 10-K, Lauane Addis is not deemed
to be beneficial owner by reason of either voting and disposition control or pecuniary benefit of any shares of stock in the Company.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



Item
13. Certain Relationships and Related Transactions, and Director Independence.



At April
30, 2018, F.K. Suzuki International, Inc. (“FKSI”) owed $19,699 to the Company in connection with past 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.”



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 2018, the Company paid $24,590 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.



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



Item
14. Principal Accounting Fees and Services.



Sassetti
LLC served as independent auditors for the fiscal years ended April 30, 2018 and 2017, and it has acted as auditors for the Company
since August 29, 2009.



Audit
Fees. Fees billed by Sassetti LLC totaled $36,980 for year ended April 30, 2018. This amount includes fees for the annual audit
for the fiscal year ending April 30, 2017 and reviews of all the Company’s quarterly reports filed by the Company with the
SEC during the fiscal year ended April 30, 2018. Fees billed by Sassetti, LLC totaled $37,117 for year ended April 30, 2017. This
amount includes fees for annual audit for fiscal year ending April 30, 2016 and reviews of all the Company’s quarterly reports
filed by the Company with the SEC during the fiscal year ended April 30, 2017.



Audit-Related
Fees. Sassetti LLC 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 years ending April 30, 2018 and 2017, Sassetti LLC billed the Company $4,000 each year for professional fees
related to tax services rendered to the Company.



All Other
Fees. Sassetti LLC 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 the
Company’s auditors. In this respect, the Audit Committee has considered whether the provision of the tax services during
the Company’s fiscal year ending April 30, 2018 and April 30, 2017 was compatible with maintaining the independence of the
Company’s auditors. The Audit Committee has made a determination that the independence of Sassetti LLC 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, 2018 and April 30, 2017, respectively.



Part
IV



Item
15. Exhibits, Financial Statement Schedules



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



(a) (1)
Financial Statements.

Balance sheets for April
30, 2018 and 2017.



Statements
of Income for the fiscal years ending April 30, 2018 and 2017.



Statements
of Shareholders' Equity for the fiscal ending years April 30, 2018 and 2017.



Statements
of Cash Flows for fiscal years ending April 30, 2018 and 2017.



Notes
to financial statements.



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



No
financial schedules for the fiscal years ending April 30, 2018 and 2017 are submitted.



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



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



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



| | 3. | a. 	 Articles of Incorporation(1)
| | -- | ---------------------------------



b. Amended
and Restated By-Laws(2)



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



| | 9. | Voting Trust Agreements - none.
| | -- | -------------------------------



| | 10. | Material Contracts - none.
| | --- | --------------------------



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



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



| | 14. | Code of Ethics.
| | --- | ---------------



(a)
Amended and Restated Code of Ethics of Biosynergy, Inc., adopted as of June 28, 2016(3).



16. Letter
Regarding Change in Certifying Accountants - none.



| | 18. | Letter Regarding Change in Accounting Principles - none.
| | --- | --------------------------------------------------------



| | 19. | Previously Unfiled Documents - none.
| | --- | ------------------------------------



| | 22. | Subsidiaries of Registrant - none.
| | --- | ----------------------------------



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



| | 24. | Consent of Experts and Counsel - none.
| | --- | --------------------------------------



| | 25. | Power of Attorney - none.
| | --- | -------------------------



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

Accompanying
this Report.



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

Accompanying
this Report.



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

Accompanying
this Report.



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

Accompanying this Report.



(99) Additional
Exhibits - none

| | --------------------------- | 
| | --------------------------- | 

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



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



| | (3) | Incorporated by reference to the Company’s Annual Report Amendment
No. 1 on Form 10-K/A for fiscal year ended April 30, 2016, and filed with the Securities and Exchange Commission as of August 17,
2016.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



(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.
However, a current report on Form 8K was filed on July 11, 2017 relating to the resignation and retirement of James F. Schembri
as a director of the Company.





SIGNATURES





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



REGISTRANT:
BIOSYNERGY, INC.



/s/ Fred K.
Suzuki 	July , 2018

Fred K. Suzuki,
Chairman of the 	Date

Board,
Chief Executive Officer and President





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





|                                                                                     |              
|------------------------------------------------------------------------------------ | -------------
|/s/ Fred K. Suzuki                                                                   | July   , 2018
|Fred K. Suzuki,
        Chairman of the Board, Chief Executive Officer and President | Date         
|/s/ Lauane C. Addis                                                                  | July   , 2018
|Lauane C. Addis, Secretary  and Director                                             | Date         







Biosynergy,
Inc.



Financial
Statements for the

Years
Ended April 30, 2018 and 2017







| |  | C o n t e n t s
| |  | ---------------





Reference 	Page



Report
of Independent Registered Public Accounting Firm 	 	1



Balance
Sheets 	Exhibit A 	2-3



Statements
of Income 	Exhibit B 	4



Statements
of Stockholders’ Equity 	Exhibit C 	5



Statements
of Cash Flows 	Exhibit D 	6



Notes
to Financial Statements 	 	 7-13



Sassetti
LLC

Certified
Public Accountants





REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

To the Board of Directors of Biosynergy,
Inc.

Opinion on the Financial Statements

We have audited the accompanying balance
sheets of Biosynergy, Inc. as of April 30, 2018 and 2017, the related statements of income, stockholders’ equity, and cash
flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the
financial statements present fairly, in all material respects, the financial position of Biosynergy, Inc. as of April 30, 2018
and 2017, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility
of Biosynergy, Inc.’s management. Our responsibility is to express an opinion on Biosynergy, Inc.’s financial statements
based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
(PCAOB) and are required to be independent with respect to Biosynergy, Inc. in accordance with the U.S. federal securities laws
and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required
to obtain an understanding of internal control over financial reporting, 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 such opinion.

Our audits included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable
basis for our opinion.

We have served as Biosynergy, Inc.’s
auditor since 2010.

Oak Park, Illinois

July 19, 2018



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



Balance
Sheets



April
30, 2018 and 2017



The accompanying
notes are an integral part of the financial statements



EXHIBIT
A

|Assets                                                                                            |  |                |           |               
|------------------------------------------------------------------------------------------------- |  | -------------- | --------- | --------------
|Current assets                                                                                    |  | April 30, 2018 |           | April 30, 2017
|Cash                                                                                              |  | $              | 1,140,428 |               
|Accounts receivable. Trade (net of allowance for doubtful accounts of $500 in both 2018 and 2017) |  |                | 230,701   |               
|Inventories                                                                                       |  |                | 141,045   |               
|Prepaid expenses                                                                                  |  |                | 55,845    |               
|Total Current Assets Equipment and leasehold improvements                                         |  |                | 1,568,019 |               
|Equipment                                                                                         |  |                | 201,764   |               
|Leasehold improvements                                                                            |  |                | 23,447    |               
|                                                                                                  |  |                | 225,211   |               
|Less accumulated depreciation and amortization                                                    |  |                | 215,371   |               
|Total equipment and leasehold improvements net Other Assets                                       |  |                | 9,840     |               
|Patents less accumulated amortization                                                             |  |                | 61,687    |               
|Pending patents                                                                                   |  |                | 69,420    |               
|Deposits                                                                                          |  |                | 5,937     |               
|Total other assets                                                                                |  |                | 137,044   |               
|                                                                                                  |  | $              | 1,714,903 |               







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



Balance
Sheets

April
30, 2018 and 2017



EXHIBIT
A

|Liabilities
        and Stockholders’ Equity                                                                     |                             
|---------------------------------------------------------------------------------------------------------------- | ----------------------------
|                                                                                                                 |                             
|Current liabilities                                                                                              | April 30, 2018              
|Accounts payable                                                                                                 | $                      9,373
|Accrued compensation and payroll taxes                                                                           | 25,992                      
|Other accrued liabilities                                                                                        | 10,996                      
|Accrued vacation                                                                                                 | 24,271                      
|Total current liabilities                                                                                        | 70,632                      
|Deferred income
        taxes
        Stockholders’ equity                                                       | 25,440                      
|Common stock, no par value: 20,000,000 authorized shares issued: 14,935,511 shares as of April 30, 2018 and 2017 | 660,988                     
|Receivable from affiliate                                                                                        | (19,699)                    
|Retained earnings                                                                                                | 977,542                     
|Total stockholders' equity                                                                                       | 1,618,831                   
|                                                                                                                 | $                1,714,903  



.

The accompanying
notes are an integral part of the financial statements





Statements of Income

Years
Ended April 30, 2018 and 2017



EXHIBIT
B

|                                                                                                                              |                  | April 30        
|----------------------------------------------------------------------------------------------------------------------------- | ---------------- | ----------------
|                                                                                                                              | 2018             | 2017            
|Net sales                                                                                                                     | $   1,214,213    | $   1,292,569   
|Cost of sales                                                                                                                 | 391,969          | 376,306         
|Gross profit
        Operating expenses                                                                                       | 822,244          | 916,263         
|Marketing                                                                                                                     | 186,825          | 190,536         
|General and administrative                                                                                                    | 433,130          | 416,258         
|Research and development                                                                                                      | 169,892          | 160,878         
|Total operating expenses                                                                                                      | 789,847          | 767,672         
|Income from
        operations
        Other income                                                                           | 32,397           | 148,591         
|Interest income                                                                                                               | 394              | 407             
|Other income                                                                                                                  | 1,920            | 1,920           
|Total other income                                                                                                            | 2,314            | 2,327           
|Net income before income taxes                                                                                                | 34,711           | 150,918         
|Provision for income taxes                                                                                                    | 1,600            | 43,693          
|Net income                                                                                                                    | $        33,111  | $      107,225  
|Net income
        per common share - basic and diluted
        Weighted-average
        shares of common stock outstanding - | $          0.002 | $          0.007
|basic and diluted                                                                                                             | 14,935,511       | 14,935,511      







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





Statements
of Stockholders’ Equity

Years
Ended April 30, 2018 and 2017

EXHIBIT C





Common
Stock

|                       | Common
        Shares | Amount                 | Other and Related Receivable | Retained Earnings     | Total                  
|---------------------- | --------------------- | ---------------------- | ---------------------------- | --------------------- | -----------------------
|Balance April 30, 2016 | 14,935,511            | $          660,988     | $          (19,699)          | $            837,206  | $           1,478,495  
|Net Income             | -                     | $                    - | $                   -        | $            107,225  | $              107,225 
|Balance April 30, 2017 | 14,935,511            | $          660,988     | $          (19,699)          | $            944,431  | $           1,585,720  
|Net Income             | -                     | $                    - | $                   -        | $              33,111 | $                33,111
|Balance April 30, 2018 | 14,935,511            | $         660,988      | $           (19,699)         | $             977,542 | $            1,618,831 
|                       |                       |                        |                              |                       |                        





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



Statements
of Cash Flows

Years
Ended April 30, 2018 and 2017



EXHIBIT
D

Years Ended
April 30

|Cash flows from operating activities                                                                              | 2018                 | 2017               
|----------------------------------------------------------------------------------------------------------------- | -------------------- | -------------------
|Net income
        Adjustments to
        reconcile net income to cash (used in) provided by operating activities | $             33,111 | $           107,225
|Depreciation and amortization                                                                                     | 18,730               | 17,750             
|Deferred income
        taxes
        Changes in
        assets and liabilities                                   | (9,360)              | 2,690              
|Accounts receivable                                                                                               | 36,844               | (75,494)           
|Inventories, prepaid expenses and other                                                                           | 21,587               | (83,559)           
|Accounts payable and accrued expenses                                                                             | (1,066)              | 2,517              
|Total adjustments                                                                                                 | 66,735               | (136,096)          
|Net cash (used
        in) provided by operating activities
        Cash flow from investing
        activities   | 99,846               | (28,871)           
|Purchase of equipment                                                                                             | -                    | (13,564)           
|Patents and patents pending                                                                                       | -                    | (8,632)            
|Net cash used in investing activities                                                                             | -                    | (22,196)           
|Increase (decrease) in cash                                                                                       | 99,846               | (51,067)           
|Cash beginning of year                                                                                            | 1,040,582            | 1,091,649          
|Cash end of year
        Supplemental disclosure
        of cash flow information                                 | $        1,140,428   | $        1,040,582 

Income
taxes paid 	 $ 31,600 	 $
46,400

Interest
paid 	 $ - $ -



Note 1 - Company Organization
and Description



Biosynergy,
Inc. (the Company) was incorporated under the laws of the state of Illinois on February 9, 1976. The Company 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 HemoTempR II Blood Monitoring Device, accounted for about
92% of sales for the year ended April 30, 2018 and about 90% for the ending 2017. The products are sold to hospitals, clinical
end users, laboratories and product dealers primarily located throughout the United States.



Note 2 - Summary of Significant
Accounting Policies

| | Cash | 
| | ---- | 

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

| | Receivables | 
| | ----------- | 

Receivables
are carried at original invoice less estimates made for doubtful receivables. Management determines the allowance for doubtful
accounts by reviewing and identifying 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 beyond the stipulated
due date. Receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded
when received.

| | Inventories | 
| | ----------- | 

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



Depreciation
and Amortization



Equipment
and leasehold improvements are stated at cost. Depreciation is computed primarily using 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 ten years or the term of the lease, if shorter. Equipment is depreciated over three to ten years.



Prepaid
Expenses



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



Revenue
Recognition



The
Company sells its products directly to customers and through independent distributors. The Company recognizes revenue when control
is transferred to a customer. For products sold through independent distributors, control is transferred upon shipment, based on
the contract terms and legal requirements.



The
amount of revenue recognized does not contemplate sales returns, because they are deemed to be nominal.



Shipping
and Handling



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



Income
Taxes



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



The
Company files tax returns in the U.S. federal jurisdiction and with the state of Illinois. Various tax years remain open to examinations,
generally for three years after filing, although there are currently no ongoing tax examinations. Management’s policy is
to recognize interest and penalties related to uncertain tax positions in income tax expense. Management does not believe that
there are any uncertain tax positions as of April 30, 2018.



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 using the straight-line method.



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



Use
of Estimates



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



Income
Per Common Share



Income
per common share is computed by dividing net income by the weighted-average number of common shares outstanding during the period.
Basic and diluted net income per common share is the same for the years ended April 30, 2018 and 2017 as there are no common stock
equivalents.



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, 2018 and 2017, approximates their carrying value.

| | Segments | 
| | -------- | 

Accounting
standards have established annual reporting standards for an enterprise’s operating segments and related disclosures
about its products, services, geographic areas and major customers. The Company’s operations were a single reportable
segment and an international segment. The international segment operations are immaterial.



Recent
Accounting Pronouncements



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



On
February 25, 2016, the FASB issued Topic 842, Leases.  Under its core principle, a lessee will recognize lease assets and
liabilities on the balance sheet for all arrangements with terms longer than 12 months.  Lessor accounting remains largely
consistent with existing U.S. GAAP.  The amendments are effective for public companies for fiscal years beginning after December
15, 2018, including interim periods within those fiscal years.  At inception, a lessee must classify all leases as either
finance or operating.  The Company adopted Topic 842 at the extension of the current lease for its facilities in Elk Grove
Village effective May 1, 2018. The Company classifies the lease as an operating lease. The adoption of Topic 842 increases the
Company’s total assets and liabilities by approximately $178,000 as of May 1, 2018, and will have an insignificant impact
on the results of its operations during the life of the lease.



In
May 2014, the Financial Accounting Standard Board (FASB) issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606)
(“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition,
and most industry-specific guidance. The core principle of the guidance is that an entity should recognize revenue to depict the
transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to
be entitled in exchange for those goods or services. The standard is effective for annual periods beginning after December 15,
2017, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting
the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii)
a retrospective approach with the cumulative effect of initially adopting ASU 2015-09 recognized at the date of adoption (which
includes additional footnote disclosures). The Company adopted ASU 2015-09 beginning May 1, 2018. The
Company does not expect the adoption of the amended guidance to have a material impact on the Company's financial statements.
The Company will make additional revenue related disclosures in the footnotes to the Company’s financial statements upon
adoption in the first quarter of fiscal year 2019.



Note 3 - Inventories



Inventories
consist of the following:



|                |  | 2018 |         | 2017
|--------------- |  | ---- | ------- | ----
|                |  |      |         |     
|Raw Materials   |  | $    | 97,319  |     
|Work-in-process |  |      | 24,624  |     
|Finished goods  |  |      | 19,102  |     
|                |  |      |         |     
|                |  | $    | 141,045 |     



Note 4 - Income Taxes



The
components of the deferred income tax (assets) and liabilities as of April 30, 2018 and 2017 are as follows:



|                                    |  | 2018 |         | 2017
|----------------------------------- |  | ---- | ------- | ----
|Total deferred tax liabilities      |  |      |         |     
|Patents                             |  | $    | 30,785  |     
|Prepaid and other                   |  | $    | 7,296   |     
|                                    |  |      | 38,081  |     
|                                    |  |      |         |     
|Total deferred tax assets           |  |      |         |     
|Accrued vacation pay                |  |      | (6,632  | )   
|Equipment and leaseholds            |  |      | (4,223  | )   
|Other                               |  |      | (1,786  | )   
|                                    |  |      | (12,641 | )   
|                                    |  |      |         |     
|Net deferred income tax liabilities |  | $    | 25,440  |     





Deferred income
tax liabilities result primarily from prepaid expenses and capitalized legal costs associated with patents that are deducted immediately
for income tax purposes. Deferred income tax assets result primarily from accrued vacation pay, which is not deducted for tax
purposes unless it is paid

within
21⁄2 months of each year-end, other expenses, which are not deductible for tax purposes until paid and from differences between
depreciation expense for book and tax purposes.



On
December 22, 2017 the Tax Cuts and Jobs Act (the “Act”) was signed into law. Among other provisions, the Act reduces
the Federal statutory corporate income tax rate from 35% to 21% starting in 2018. We have incorporated the new rates in our deferred
tax calculations for the year ended April 30, 2018, and the effects are reflected in our financial statements.



In
November 2015, the FASB issued ASU No. 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes”
(“ASU 2015-17”). The standard requires that deferred tax assets and liabilities be classified as noncurrent on the
balance sheet rather than being separated into current and noncurrent. ASU 2015-17 is effective for annual periods beginning after
December 15, 2017. Early adoption is permitted and the standard may be applied either retrospectively or on a prospective basis
to all deferred tax assets and liabilities. The Company early adopted ASU 2015-17 during the year ended April 30, 2018, on a retrospective
basis. There was no direct impact on the audited financial statements.



The
provision for income taxes consists of the following components:



|        |          | 2018 |  | 2017
|------- | -------- | ---- |  | ----
|Current |          |      |  |     
|        | Federal  |      |  | $   
|        | State    |      |  |     
|        |          |      |  |     
|        |          |      |  |     
|        | Deferred |      |  |     
|        |          |      |  | $   



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



Year Ended April 30,

|                                                         |  | 2018 |        | 2017
|-------------------------------------------------------- |  | ---- | ------ | ----
|                                                         |  |      |        |     
|U.S. federal statutory tax rate                          |  |      | 34.0   | %   
|State income tax expense, net of     federal tax benefit |  |      | 7.7    | %   
|Effect of graduated federal tax rates and other          |  |      | (23.20 | )   
|Effect of new tax law                                    |  |      | (13.9  | )   
|Effective tax rate                                       |  |      | 4.60   | %   



Note 5 - Related Party Transactions



The
Company and its affiliates are related through common stock ownership as follows as of April 30, 2018:



Stock of Affiliates



|                                |  | Biosynergy, Inc. |      | F.K. Suzuki International, Inc. |  | Medlab, Inc.
|------------------------------- |  | ---------------- | ---- | ------------------------------- |  | ------------
|F.K. Suzuki International, Inc. |  |                  | 30.0 | %                               |  |             
|Fred K. Suzuki, Officer         |  |                  | 4.1  |                                 |  |             
|Jeanne S. Addis, as Trustee     |  |                  | —    |                                 |  |             
|Mary K. Friske, Officer         |  |                  | 0.3  |                                 |  |             
|Laurence C. Mead, Officer       |  |                  | 0.4  |                                 |  |             
|Beverly R. Suzuki               |  |                  | 2.7  |                                 |  |             
|Lauane C. Addis, Officer        |  |                  | —    |                                 |  |             
|Malcolm MacCoun, Director       |  |                  | —    |                                 |  |             



As
of April 30, 2018 and 2017, $19,699 was due from F.K. Suzuki International, Inc. (FKSI). This balance is resulted from an allocation
of common expenses charged to FKSI offset by advances received from time to time. No interest income is received or accrued by
the Company. The financial condition of FKSI is such that it will likely be unable to repay the Company without liquidating a portion
of its assets, including a portion of its ownership in the Company. As a result, the total receivable balance of $19,699 was reclassified
as a contra equity account.



A
board member provides a variety of legal services to the Company in his capacity as a partner in a law firm. Fees for such legal
services were $24,590 and $18,349 for the years ended April 30, 2018 and 2017, respectively.



Note 6 - Lease Commitments



In
February 2018, the Company entered into a two-year lease agreement for its current facilities, which started May 1, 2018 and expires
on April 30, 2020. The base rent under the 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, 2018, the Company’s
approximate total future minimum lease payments are as follows:



Year Ending
April 30:

2019	$88,000

2020	 $90,200



Rent
expense was $86,700 for fiscal years ended April 30, 2018 and 2017.



Note 7 – Customer
Concentrations



Shipments
to one customer amounted to approximately 28.3% and 27.5% of sales in fiscal years 2018 and 2017, respectively. As of April 30,
2018 and 2017, there were outstanding accounts receivable from this customer of approximately $59,688 and $69,190, respectively.



Shipments
to another customer accounted for 38.1% and 37.4% of sales in fiscal years 2018 and 2017, respectively. As of April 30, 2018 and
2017, there were outstanding accounts receivable from this customer of approximately $138,823 and $152,443, respectively.



The
Company had export sales of $42,355 during the last fiscal year, and export sales of $53,055 during the fiscal year ending in 2017.
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." 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.



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



Note 8 – Employee
Benefit Plan



The Company
sponsors a 401(k) plan for all full-time employees. Under the plan, a participant may elect to defer compensation (up to allowable
limits). The Company's discretionary matching contributions for the years ended April 30, 2018 and 2017 were $23,736 and $26,274,
respectively.



EXHIBIT
31.1



CERTIFICATION
OF CHIEF EXECUTIVE OFFICER



I,
Fred K. Suzuki, certify that:



| | 1. | I have reviewed this Annual Report on Form 10-K 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 registrant as of, and for, the periods presented in this report;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | The registrant’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 registrant 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 registrant, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this
report is being prepared;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. | Designed such internal 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 registrant’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 registrant’s internal
control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s
fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,
the registrant’s internal control over financial reporting; and
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. | The registrant’s other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit
committee of the registrant’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 registrant’s ability to
record, process, summarize and report financial information; and
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. | Any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrant’s internal control over financial reporting.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Dated:
July 19, 2018





/s/
Fred K. Suzuki



Fred
K. Suzuki

Chairman
of the Board, Chief

Executive
Officer and President







EXHIBIT
31.2



CERTIFICATION
OF CHIEF ACCOUNTING OFFICER





I,
Laurence C. Mead, certify that:



| | 1. | I have reviewed this Annual Report on Form 10-K 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 registrant as of, and for, the periods presented in this report;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | The registrant’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 registrant 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 registrant, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this
report is being prepared;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. | Designed such internal 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 registrant’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 registrant’s internal
control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s
fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,
the registrant’s internal control over financial reporting; and
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. | The registrant’s other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit
committee of the registrant’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 registrant’s ability to
record, process, summarize and report financial information; and
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. | Any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrant’s internal control over financial reporting.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Dated:
July 19, 2018





/s/
Laurence C. Mead



Laurence
C. Mead

Vice
President/Manufacturing and

Development,
Chief Financial Officer, and

Chief
Accounting Officer



Exhibit
32.1



CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED

PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In
connection with the Annual Report of Biosynergy, Inc. (the “Company”) on Form 10-K for the year ending April 30, 2018,
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, 2018, and for the period then ended.



Biosynergy,
Inc.



Dated:
July 19, 2018





/s/
Fred K. Suzuki



Fred
K. Suzuki

Chairman
of the Board, Chief

Executive
Officer and President



Exhibit
32.2



CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED

PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In
connection with the Annual Report of Biosynergy, Inc. (the “Company”) on Form 10-K for the year ending April 30, 2018,
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, 2018, and for the period then ended.



Biosynergy,
Inc.





Dated:
July 19, 2018





/s/
Laurence C. Mead



Laurence
C. Mead

Vice
President/Manufacturing and

Development,
Chief Financial Officer, and

Chief
Accounting Officer