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 AND EXCHANGE ACT OF 1934 [FEE REQUIRED]

                          For the fiscal year ended 4/30/97 
                                                    _______

                                          OR

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

              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                (I.R.S. Employer
         incorporation or organization)                 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 pursuant to Section 12(b) of the Act:

     Title of each class                Name of each exchange on which         
                                        registrant
          NONE                                      NONE   
      ____________________________        ____________________________

     Securities registered pursuant to section 12(g) of the Act:

                         Common Stock, No Par Value  
     ___________________________________________________________________
                              (Title of class)

      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 registrant was required to file such reports), and  (2) has
 been subject to such filing requirements for the past 90 days.  Yes    X  
                                                                     _______
 No _______

     Page  One  of 52  pages contained  in  the sequential  number system.   The
     Exhibit Index may be found on page E-i of the sequential numbering system.


                                          1 


<PAGE>


     Indicate by check mark  if disclosure of delinquent filers pursuant to Item
     405 of Regulation S-K 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]

     The aggregate  market value of the  voting stock held by  non-affiliates of
     the registrant on April 30, 1997 was approximately $75,126.

     The number of  shares of  common stock  outstanding on April  30, 1997  was
     13,806,511.

      No documents have been incorporated by reference in this report except for
      certain exhibits and schedules listed in Item 14.


                                        Part I     
                                        ______

     Item 1. Description of Business
             _______________________

     General Development of Business
     _______________________________

     Biosynergy, Inc. (the  "Company") was incorporated as  an Illinois corpora-
     tion 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  choles-
     teric liquid crystal devices.

     Although the Company did not enter into any agreements materially affecting
     its operations during  Fiscal 1997, the Company experienced  an increase in
     sales.  The Company's sales of $502,560 were the highest since fiscal 1982.
     The Company  realized a profit of $88,963 for  the fiscal year ending April
     30,  1997  compared  to  a  profit  of   $92,197  for  fiscal  1996.    See
     "Management's Discussion and Analysis of Financial Condition and Results of
     Operations."

     The  Company continued  to  introduce its  products directly  to industrial
     customers  during Fiscal  1997.   Although  the Company  did  not make  any
     material sales to customers in  the industrial markets, the Company submit-
     ted   various   proposals  to   potential   customers   for  use   of   its
     time/temperature  technology.   Although  the  ultimate  results  of  these
     activities  are not  known, Management  believes  there is  a need  for its
     products and technology in the industrial markets.  Except as stated above,
     there were  no other significant  contracts or developments with  regard to
     the Company's business during the past fiscal year.






                                      2 

<PAGE>



     Financial Information About Industry Segments
     _____________________________________________

     The Company generated revenues from  sales of eleven medical and laboratory
     products in the  medical and laboratory industry segment  during the fiscal
     years ended April  30, 1995, 1996  and 1997.   For a  description of  these
     products, see "Narrative Description of Business" below.

     Below is  a schedule  which presents  the sales  for each  product and  the
     percentage of  the Company's total  sales attributable to each  product for
     the fiscal years ending April 30, 1997, 1996 and 1995.

                                           Fiscal Year Ending
                                             April 30, 1997    
                                      _____________________________
     Medical and                                       Percentage
     Laboratory                          Sales of       of Total
     Products                            Product          Sales
    _________________________         ______________  _____________
     HemoTempR II BMD                  $415,616.20         82.7%
     TempTrendR TI                       29,215.50          5.8%
     TempTrendR II TTD                   15,708.00          3.1%
     HemoTempR BMD                       14,496.00          2.9%
     LabTempR 20 ST                       9,042.50          1.8%
     HemoTempR II Activator               6,164.00          1.3%
     LabTempR 40 ST                       5,589.50          1.1%
     Vena-VueR VAD                        2,635.00           .5%
     Miscellaneous (1)                    1,517.00           .5%    
     StaFreezR FTI                        2,576.35           .3%    
                                      _____________  _____________
                                       $502,560.05(2)     100.0%

                                           Fiscal Year Ending
                                             April 30, 1996     
                                      _____________________________
     Medical and                                       Percentage
     Laboratory                          Sales of       of Total
     Products                            Product          Sales
    _________________________         ______________  _____________
     HemoTempR II BMD                  $365,243.30         80.3%
     TempTrendR TI                       34,174.90          7.6%
     TempTrendR II TTD                   18,422.50          4.1%
     HemoTempR BMD                       13,329.00          2.9%
     LabTempR 20 ST                       7,884.50          1.7%
     HemoTempR II Activator               6,423.00          1.4%
     LabTempR 40 ST                       4,587.00          1.0%
     Vena-VueR VAD                        2,000.00          0.4%
     Miscellaneous (1)                    1,487.45          0.3%
     StaFreezR FTI                        1,232.00          0.3%
                                      ______________  _____________
                                       $454,783.65(2)     100.0%



                                          3 

<PAGE>


                                           Fiscal Year Ending
                                             April 30, 1995 
                                      ______________________________
     Medical and                                       Percentage
     Laboratory                          Sales of       of Total
     Products                            Product          Sales
    _________________________         ______________  _____________
     HemoTempR II BMD                  $354,572.32         80.0%
     TempTrendR TI                       30,733.00          6.9%
     HemoTempR BMD                       18,266.00          4.1%
     TempTrendR II TTD                   18,165.00          4.1%
     LabTempR 20 ST                       6,870.50          1.5%
     LabTempR 40 ST                       6,815.50          1.5%
     Vena-VueR VAD                        5,110.00          1.2%
     StaFreezR FTI                        2,087.00           .5%   
     Miscellaneous (1)                      717.50           .2%   
                                     ______________  _____________
                                       $443,337.32(2)     100.0%
   [FN]
    _______________

     (1) Includes sales of LabTempR  60, L.C. Sheets, Tempa.SlideTM, and special
     order thermometric and thermographic consumer and laboratory products.

     (2) Includes discounts and returns.

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

     Narrative Description of Business.
     _________________________________

     As described in "General Development of Business", the Company is presently
     engaged  in  the  business  of  developing,  manufacturing,  and  marketing
     disposable  thermometric and  thermographic temperature indicators  for the
     medical and  laboratory and industrial markets.   Further information about
     this business  segment and proposed  products of the Company  are described
     below.

     Thermographic and Thermometric Devices and Accessories.
     ______________________________________________________

     During the fiscal  year ending April 30, 1997 the  Company manufactured and
     marketed  various medical, laboratory and consumer thermometric and thermo-
     graphic  devices.   These products  were sold  to hospitals,  clinical end-
     users, laboratories and product dealers.

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


                                          4 


<PAGE>


     mercury thermometer susceptible  to breakage.  HemoTempR  BMD once attached
     to the blood bag is usable throughout the life of the blood.

     2.   HemoTempR  II BMD  (patented  1989) is  designed  to warn  blood  bank
     personnel whenever the  internal temperature of the blood  bag has exceeded
     10-11o C. HemoTempR II BMD has an irreversible  indicator that is activated
     when the tag  is applied to  the blood  bag at approximately  4o C.   After
     being activated,  the  irreversible  indicator remains blue colored  for 72
     hours unless the blood is warmed to a temperature of 10-11o C. or above, in
     which case the indicator loses its blue color.  The  irreversible indicator
     will  not  return  to blue  even  if the  blood  is  subsequently recooled,
     indicating that the blood has  been  warmed.  The reversible portion of the
     indicator reversibly monitors  temperatures from 1-9o C.   HemoTempR II BMD
     is non-reusable and must be replaced each time the blood bag is returned to
     the blood bank and reissued.

     3.  HemoTempR II Activator, introduced during Fiscal 1995, is an  electron-
     ic, 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 the only product  sold by the  Company during Fiscal  1997 which is  not
     manufactured 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 intraopera-
     tively  to  warn of  developing hyper  or  hypothermic    conditions.   The
     indicator  is also excellent for monitoring  a patient's temperature during
     any type of transfusion procedure.      

     6.  LabTempR 20, LabTempR 40 and LabTempR 60 Surface Temperature Indicators
     ("STI") are designed to reversibly  indicate the temperature of  laboratory

                                          5 


<PAGE>


     materials which require specific storage  or use temperatures.  LabTempR 20
     STI  indicates  temperatures between  0-21o  C., LabTempR  40  STI monitors
     temperatures between  19-21 and 24-41o  C., while LabTempR 60  STI measures
     temperatures between 40-60o 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.  Tempa.SlideTM Temperature Indicator ("SLTI") is amicroscope glass slide
     temperature indicator.  The SLTI helps the viewer read the optimum tempera-
     ture of  a slide by  indicating in large   visible colors when  the desired
     slide temperature  is reached.   Tempa.SlideTM  can be  mounted on a  glass
     microscope slide and  can be used  continuously for over  one year.   These
     thermometers are suitable for temperature monitoring of glass slides during
     antibody/antigen tests when an optimum temperature of the cells and protein
     must be maintained for accurate test results.

     8.   StaFreezR  Freeze-Thaw Indicator  ("FTI") is  a freeze-thaw  indicator
     which  will  irreversibly indicate  whether  frozen material  is  warmed to
     greater than -20o  C.  Once the frozen product exceeds  -20o C., the liquid
     crystal film  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.

     9.  The  Vena-VueR Vein Assessment  Device ("VAD")   is designed to  locate
     good veins by assessing blood flow, and to assess vein depth, and size.
     It is  used primarily  to  minimize complications  and  reduce dis-
     comfort for geriatric  patients, obese patients, diabetic patients,
     burn patients, drug addicts with sclerosed veins, shock patients with
     collapsed veins and long-term hospitalized or cancer chemotherapy
     patients with severely damaged and traumatized veins.   However,
     Vena-VueR  VAD is also  useful in  helping to select the most patent and
     least traumatized veins for the purpose of any venipuncture.  Three
     efficacy medical publications have  been written about Vena-VueR VAD.

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

     The Company is also developing other devices.  These include:

     1.   The  Company  intends  to market  new  irreversible time/  temperature
     indicators which will be  used as shipping labels, and in  other forms, for
     the  frozen food packaging industry (under  the tradename FoodGardeTM), the
     pharmaceutical  industry,  and  for  other   industries  requiring  careful
     monitoring  of refrigerated  or frozen  materials.   The devices  will have
     irreversible  color  changes  at  various  temperatures  determined  to  be
     critical by  the end-user.   Therefore, a purchaser, whether  an individual

                                          6 


<PAGE>


     consumer  or a  merchant, will  be  able to  instantaneously determine  the
     temperature history of the material.   Although the liquid crystal formula-
     tions are  substantially completed, the  Company is uncertain at  this time
     when these products will be sold.
     
     2.  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.

     3.  The Company has become aware that a need exists for products to augment
     its current product line, such as the  HemoTempR II Activator.  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.   The
     results of such investigations are not predictable at this time.

     The   Company  is  currently  investigating  alternative  thermometric  and
     thermographic  technologies for  use in  applications  where the  Company's
     current products are unsuitable.  Since the investigation of these alterna-
     tive technologies  is not complete, there  can be no  assurance the Company
     will  be able  to  develop any  commercial  products as  a  result of  this
     activity.

     Manufacturing.  Except for the HemoTempR II Activator, the Company
     manufactures  all of  its products.   The HemoTempR  II Activator  is
     manufactured exclusively for the Company by an unrelated  company on an
     as needed basis.  Raw materials for the Company's  other products are
     purchased, and assembly of the products  is performed at the  Company's
     production facility.   Some chemical converting  and  coating,  plus die
     cutting, which are capital intensive, are done by outside manufacturers.
     All outside manufacturing is done to specifications set by the Company.
     There are, however,  no commitments or firm agreements for such outside
     manufacturers to provide services for the Company, and the Company does
     not anticipate it will enter into any such agreements in the foreseeable
     future.

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

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



                                       7

<PAGE>

     Because of these conditions, the Company has been forced to rely heavily on
     its own  marketing and distribution  efforts in the medical  market, rather
     than the use of  the traditional medical product distributors,  for a large
     portion of its  sales.  Nevertheless, the Company's  primary distributor in
     the  United States, Fisher Scientific Company ("Fisher"), previously Curtin
     Matheson Scientific,  Inc., and  the Company's  other product  distributors
     have increased their sales of  the Company's products throughout the United
     States during the past few years.  During Fiscal 1997, Fisher accounted for
     29.9%  of the  Company's sales.   Although it  is difficult to  predict the
     ultimate success of Fisher and  other distributors in selling the Company's
     products, management believes this trend will continue.

     Effective  March  31, 1996,  the  Company  renewed  its contract  with  the
     American Association  of Blood Banks ("AABB") Group  Purchasing Program for
     two-years.   This amendment allows approximately 2,500 AABB Member Institu-
     tions  throughout the  United States  to  purchase HemoTempR  II blood  bag
     temperature  indicators and  HemoTempR II  Activator  at a  discount.   The
     Company  is required  to pay  a commission of  2% of  all sales  under this
     contract to the AABB.

     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.  See "Thermo-
     metric and Thermographic Devices."

     At  the present  time, two employees  are engaged  on a part-time  basis in
     marketing the Company's products.  Since Fiscal  1994, the Company has also
     used the services of an  in-house sales representative for telemarketing on
     a commission only basis.  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 indepen-
     dent  dealers  and  sales representatives,  and  is  therefore aggressively
     seeking distributors  for its  products throughout the  world.   The effect
     these independent  dealers will  have on revenues  has not yet  been deter-
     mined.

     The Company  is unaware  of its current  market share  for its  medical and
     laboratory products,  although the Company is currently  collecting data to
     be used in marketing studies in the future.

     Sources  and  Availability of  Raw  Materials.  In general, the Company
     believes its sources and availability  of raw materials to be satisfactory.
     Presently, there are  a limited number of domestic  manufacturers of liquid
     crystal chemicals.  Although it is expected that these domestic manufactur-
     ers will continue  to supply the raw liquid crystals needed for the produc-
     tion  of the  Company's products,  which cannot  be assured,  if industrial

                                          8 


<PAGE>

     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.

     Patents  and Trademarks.   The Company  has been  granted or  assigned
     five United States and four foreign patents relating to liquid crystal
     technology.  These  patents generally relate to  liquid crystals or 
     liquid crystal dispersion processes.  Specifically, these patents
     pertain to the venipuncture method utilized by the  Company's vein
     assessment device products (No. 4,175,543, which  expired on  November
     27, 1996),  the film  application of those  products  (No. 4,161,557,
     which  expired  on  July 17,  1996),  the material and  die  composition
     of those products  (No.  4,015,591,  which expired  on April 5, 1994), a
     liquid  crystal film laminate (No. 4,015,591, which  expired on  April 
     5, 1994),  a liquid  crystal  film laminate  (No. 4,310,577,  which
     expired  on  July  17, 1996),  and  a cholesteric  liquid crystal
     formulations  and  temperature monitoring  means  relating  to the
     Company's  irreversible  liquid  crystal  products  (No.  4,859,360,  which
     expires on  August 22,  2006).  Although  several of the  Company's patents
     have  expired,  management does  not  believe  this  will have  an  adverse
     material impact on the Company's operations, revenues or properties.

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

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

     Seasonal Aspect of Business. The business of the Company is not
     seasonal.  

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

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

                                          9 



<PAGE>
     As of April 30, 1997, the Company had $121,674 of current assets available.
     Of this amount,  $45,956 was  inventory and $61,468  was net trade  receiv-
     ables.  Management  of the Company believes that it  has sufficient working
     capital  to continue operations  for the fiscal year  ending April 30, 1998
     provided the Company's sales and ability to collect accounts receivable are
     not adversely affected.  In the  event the Company's sales decrease or  the
     receivables of  the Company are impaired for any  reason, it will be neces-
     sary to obtain additional financing to cover working capital items and keep
     current trade accounts  payable, of which there  can be no assurance.   See
     "Management's Discussion and Analysis of Financial Condition and Results of
     Operations."

     Major  Customers.    Fisher, the Company's primary independent product
     distributor, was directly responsible for 10%  or more of the Company's net
     sales  during the fiscal  year ending April  30, 1997.  At  April 30, 1997,
     Fisher  owed the  Company $19,520.   Management believes  the loss  of this
     customer  would materially  reduce the  revenues of  the Company  until the
     Company could retain the services of another major product distributor.

     Backlogs.  The Company  did not have any  material backlog of orders  as
     of April 30, 1997.

     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
     disposable vein assessment device or  blood monitoring devices using liquid
     crystal technology.  Because  of the Company's patent  position, employment
     agreements with former employees, and processing trade secrets, it does not
     anticipate  competition in these areas in the near  future.  In the area of
     laboratory  temperature  monitoring,  there are  no  other  competitors who
     market an  infinitely thin  liquid crystal temperature  indicator.   In the
     area of a  frozen 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
     produced  by  3M  under  the  tradename  MonitorMarkR  and  polymer/monomer
     indicators from Lifeline are also available.

     The Company's HEMOTEMPR II BMD  (blood bag temperature monitor) competes in
     the  medical market  against Safe-T-Vue  (MonoTech)  and MonitorMark  (3M).
     Management of the Company  believes that the MonoTech  and 3M products  are
     technically  inferior to  HEMOTEMPR II  BMD in  that they  provide only  an
     irreversible monitor with nothing to warn the user  that blood is approach-
     ing an  unsafe temperature.    In addition,  the MonoTech  product must  be
     refrigerated  prior to use, and, because of their design, both products can
     readily  be dislodged  from the blood  bag.   There is no  known commercial
     competitors of the Company's HemoTempR II Activator.

                                          10 


<PAGE>

     The Company's TempTrendR II competes  in the medical market against Temp-A-
     Strip  (Johnson &  Johnson), Stick-Temp  (Trademark  Sales) and  Temp-A-Dot
     (PyMaH Corp).   Stick-Temp is distributed on  a limited basis and  there is
     little  information available  concerning it.    Management of  the Company
     believes that  the Johnson &  Johnson product is less  technically advanced
     than  the Company's  TempTrendR TTD  and  is primarily  distributed in  the
     Consumer market.  Temp-A-Dot is a  wax impregnated strip of paper  inserted
     into the mouth  to monitor core  temperature.  Although  it is reported  to
     cost  less than  TempTrendR II  thermometers,  it has  the disadvantage  of
     single reading, invasive methodology and cannot be used to monitor tempera-
     ture trends.  Recently, a few private label indicators have been introduced
     to  the  market.   These  are  manufactured  by Dijinni  Industries,  PyMaH
     Corporation,  Hallcrest Products and American Thermometer, who compete with
     the Company in the consumer  market for forehead temperature indicators and
     in the drug testing market for urine thermometers.

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

     Research and Development.   During Fiscal 1997, 1996 and  1995, the
     Company spent $32,265, $27,995 and $27,179, 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, which are
     discussed under "Thermographic and Thermometric  Devices."  In this regard,
     the  Company may  require financing  to complete  the development  of these
     products.  The success of the Company in obtaining financing for research
     and development  will largely determine  whether the Company  will continue
     the research and development for  such products or expand its research  and
     development to other products.

     Government  Regulations.   The Company  does not  currently plan  to
     market diagnostic or therapeutic  products which are  subject to
     stringent  United States Food and Drug Administration (FDA) review and
     pre-market approval in the near future.  Present commercial 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

                                          11 


<PAGE>


    the present  time, the  Company  believes that  it  is in  compliance  with
    regulations set forth by the FDA.

     Information About  Foreign and Domestic  Operations and Export Sales.   The
     Company had export sales of $22,145 during the last fiscal year, and export
     sales of  $16,956 and $13,115  during the fiscal  years ending in  1996 and
     1995, respectively.   The  Company also believes  that some of  its medical
     devices were sold  to distributors within the United States  who resold the
     devices  in  foreign markets.    However,  the Company  does  not  have any
     information  regarding such sales, and such  sales are not considered to be
     material.

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

     Environmental Protection Expenditures.  The Company's operations are not
     subject  to any  federal, state or  local laws regulating  the discharge of
     materials  into the  environment which  materially affect  earnings or  the
     competitive position  of the  Company, although the  Company is  subject to
     such  laws.  There  were no material  capital expenditures  made during the
     last fiscal year  to comply with such  laws, nor are any  such expenditures
     anticipated for Fiscal 1998.

     Employees.  The Company presently has five full-time employees comprised
     of the President (who also presently serves as the Director of Marketing
     and Technical Operations), two Vice Presidents and a manufacturing/
     packaging employee.  The Company also employs a secretary/receptionist.
     Certain employees of the Company provide limited services, primarily
     bookkeeping and clerical, for Stevia Company, Inc., an  affiliate of the
     Company, on an "as needed" basis, which is not expected to be a material
     portion of their time.

     Item 2. Properties
             __________

     The Company's production  facilities, research facilities,  and administra-
     tive 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  Company sub-leases 1,560 square feet  to Stevia Company, Inc.,
     an affiliate.   The lease for these facilities expires on January 31, 2001.
     See footnote 9 of the "Financial Statements."

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

                                          12 


<PAGE>


     Item 3. Legal Proceedings
             _________________

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

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

     None



                                          13 

<PAGE>


                                       PART II 
                                       _______

     Item 5. Market for Registrant's Common Stock  and Related  
     Shareholder Matters.   

     Market Information.   Although the common stock of the Company is traded
     in the over-the-counter market, there is no established  public trading
     market due to limited and sporadic trades.   Information regarding these
     trades is compiled  by the  Stock Section  of  the National  Daily
     Quotation  Service ("Pink  Sheets") and  selected broker-dealers 
     trading  such common  stock.  These  quotations  do  not  necessarily
     reflect  actual  transactions  nor represent the  actual value or
     trading price of the Company's common stock.  Such  over-the-counter
     quotations  reflect  inter-dealer  prices,  without retail markup,
     markdown,  or commission.   Trading and pricing  information
     for Fiscal 1995, 1996 and 1997  was not available to the Company,  although
     the management of the Company does not believe there were sufficient trades
     to establish a market for its common stock.

     Holders.  As  of April 30, 1997, there were  approximately 863
     shareholders of record of the Company's common stock.

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

     Item 6. Selected Financial Data    
             _______________________

                                       Fiscal Years Ending             
                                     ______________________
                          1997       1996     1995      1994      1993      
                        ________   _______    ______  ________  ________
     Operating Revenues $502,560   $454,784  $443,337  $403,963  $362,536   
     Other Revenues        8,104      5,677     6,863     4,445     5,701      
     Net Income/(Loss)    88,963     92,197    47,824    24,513    17,691 
       after Taxes

     Net Income/(Loss)     .0064     .0066     .0035      .002      .001    
     per Share After
      Taxes

     Total Assets        455,579   428,331   409,320   395,722   354,836    
     Long Term Debt           -        -        -         -         -     

     Stockholder Equity/
      (Deficit)          368,435   279,472   187,275   139,451   114,938     

     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,  1997
     were $47,776, or 10.5%,  higher than the  previous fiscal year, and
     $59,223, or 13.36%, higher  than the fiscal year ending in 1995.  The
     increase in sales during Fiscal  1997 was due to the growing acceptance
     of the Company's HemoTempR II blood temperature indicators.  The Company
     experienced  an increase of $50,373, or 14%, in sales of its HemoTempR
     II product in Fiscal 1997 as compared to Fiscal 1996,  and an increase
     of $10,671, or  3.01%, in Fiscal 1996 as compared to Fiscal 1995.  

                                      14

<PAGE>

 Other  Revenues.   During  Fiscal  1997,  the  Company realized  $8,104
 of miscellaneous income.  This  income was related to contract  printing
 for a non-affiliate, leasing  a portion of  its computer time to  Stevia
 Company, Inc., an affiliate, sub-leasing a portion of the Company's
 storage space to a non-affiliate, and interest.  

 Costs and Expenses.   Costs and expenses  for the fiscal year  ending
 April 30, 1997 increased by $40,657 compared  to the fiscal year ending
 in 1996, and increased by $19,324  as compared to  the fiscal year 
 ending in 1995.  The increased costs and expenses for Fiscal 1997 was
 generally related to a company wide  increase in  salaries and  wages,
 increased  production costs related to increased  sales, and an 
 increase in rent expense.   Generally, with the exception of the
 increase in employee salary and related expenses, the overhead expenses
 of the Company have remained substantially constant. In  order for  the
 Company  to continue  without  materially altering  its present 
 operations,  the  overall operating  costs  and  expenses for  the
 ensuing fiscal year are expected to  be similar to or slightly higher  than
 36.94% those of the last fiscal year.

 Cost of  Sales.  As a percentage of net sales, the cost of sales was 36.94%
 for the  fiscal year  ending April  30, 1997,  35.81% for  the fiscal  year
 ending in 1996 and 39.98% for the fiscal year ending in 1996.  The  Company
 expects that  the cost of sales  as a percentage  of net sales  will remain
 substantially  the same  over the  next  fiscal year  in the  absence  of a
 material decrease in sales.

 Research  and  Development  Expenses.   Research  and  development expenses
 increased during the  fiscal year ending in  1997 by $4,270, or  15.25%, as
 compared to  the fiscal year  ending in 1996,  and increased by  $5,086, or
 18.71%, as  compared to  the fiscal  year  ending in  1995.   For the  past
 several  years,  the  Company's research  and  development  activities were
 limited  to improvement  of the  current  product line  and development  of
 products which  were natural  extensions thereof.   Recently,  however, the
 Company  has  noted there  appears  to be  a  need for  other  products and
 accessories  complimentary to  its  current product  line.   These products
 would also help systematize the use of the Company's current products.   As
 an example, the Company developed the  HemoTempR II Activator.  See "Narra-
 tive Description of  Business - Thermographic and  Thermometric Devices and
 Accessories."   Although  the Company  intends to  continue to  improve its
 current product line, the Company  is also investigating the possibility of
 developing  other products  using technologies  other  than liquid  crystal
 technology  to  augment  its current  product  line.   Although  it  is not
 anticipated that the development of such  products will materially increase
 the  Company's research  and development  expenses,  there is  insufficient
 information available to determine the  extent the Company will be required
 to  allocate its  resources to  develop these products.   In  addition, the
 Company will continue to develop products 


                                          15 


<PAGE>

     pursuant to  contracts with unrelated  entities.  The increase  in research
     and development costs  as a  result of such  development contracts will  be
     directly related to the revenues derived therefrom.

     Marketing Expenses.  The Company's  marketing expenses were $54,075 in
     1997 and $45,685 in 1996, as compared  to $35,854 for the fiscal year
     ending in 1995.   The Company continued  to increase its marketing
     activities during Fiscal 1997 which management believes  is necessary
     to continue the Company's growth.   Also, included  in marketing
     expenses  for Fiscal 1997  is an increase  in commissions  related to
     sales by  an unsalaried  salesperson. Subject to availability of
     resources, the Company intends to further expand its marketing activities.

     General and Administrative Expenses.  The Company's general and admini-
     strative costs  increased by $5,924  as compared to  the 1996 fiscal 
     year, and decreased by $7,027  as compared to  the fiscal year  ending
     in 1995.   The primary reason for  the decrease as compared  to fiscal
     1995 is  due to the resignation  of the  Company's bookkeeper  in May,
     1995 and  the resulting decrease in employee  expenses.  The increase
     in Fiscal  1997 was primarily the result of a company wide increase in
     salaries and wages.  See "Cost and Expenses" above.    Management  of
     the Company  has  generally  stabilized general and administrative
     expenses over the past three years.  Except  for extraordinary items,
     and  salary  and related  employee  expenses,  it  is unlikely general
     and administrative expenses  will materially change in the near future.

    Net  Income/Loss.   The  Company  experienced a  net  income of  $89,086,
    a decrease of $3,111 over Fiscal  1996, and an improvement of $41,262 over
    Fiscal 1995.  The decrease in net income as compared to Fiscal  1996 is due
    to extraordinary income in  Fiscal 1996 of $12,770 due to  the write off of
    certain  payables.   Net Income,  however,  exclusive of  the extraordinary
    item,  was  $9,546 more  in  Fiscal 1997  than  Fiscal 1996.    The overall
    increase in  net operating income  is primarily due  to an increase  in net
    sales.   See "Net Sales", "Other Revenues", and "Costs and Expenses" above.
    Management realizes  that the  profitability  of the  Company depends  upon
    achieving and maintaining sales of the Company's products.  To this extent,
    the Company has continued its efforts to improve sales.  However, there can
    be  no  assurance the  Company  will be  able  to continue  to  increase or
    maintain the current level of net sales.

     As  of April  30,  1997,  the Company  had  net  operating loss  carryovers
     aggregating  $2,062,922.   Therefore, no  income taxes  are due  for Fiscal
     1997.  See "Financial Statements," for the effect of the net operating loss
     carryforwards on the Company's income tax position.   The Tax Reform Act of
     1986 did not alter the  Company's net operating loss carryforward position,
     and  the net operating loss carryforwards will  be available and expire, if
     not used, as set  forth in Footnote 8 to  the Financial Statements for  the
     year ending April 30, 1997.  See "Financial Statements."


                                          16 

<PAGE>


   Assets.  Since  April 30,  1996, the  Company's  assets have  increased by
   $27,248.  This is primarily due to increases in amounts Due From Affiliates
   (see  below).   Other  changes in  specific items  do  not reflect  changes
   outside the ordinary course of business.

   The  Company was  owed  $278,874  by Stevia  Company,  Inc. ("Stevia"),  an
   affiliate, and  $12,921  by F.K.  Suzuki International,  Inc. ("FKSI"),  an
   affiliate, at April  30, 1997.  These affiliates owed  $258,360 and $12,660
   at April 30, 1996, respectively.  These accounts primarily represent common
   expenses  which are charged by one  company to the other for reimbursement.
   These  expenses  include  certain  rent,  salaries  for  common  employees,
   insurance and  employee benefits,  and legal fees.   See  "Financial State-
   ments."  These expenses  are incurred in the  ordinary course of  business.
   As a result of the increase in amounts due from affiliates, the Company has
   reduced its owns liquid resources.  Although management believes it is cost
   effective to  share common  expenses with its  affiliates, the  Company has
   reduced  the amount of advances  and common expenses  charged to Stevia and
   FKSI until  these affiliates  are in a  position to reimburse  the Company.
   Collectibility of  the amounts  due from the  affiliates cannot  be assured
   without the liquidation of all or a portion  of their assets, and thus such
   receivables have been classified as non-current assets.

   Liabilities.   The Company's overall liabilities have decreased by $62,782
   since April 30, 1996.   This is  primarily due to  improved cash flow  from
   operations  which has  been  used for  payment of  liabilities.   See  also
   "Assets" and "Liquidity and Capital Resources."

  Current Assets/Liabilities Ration.  The  ratio of current assets to current
  liabilities,  1.40 to 1,  has increased  from .79 to  1 at  April 30, 1996.
  Although  the Company  realized income  in  Fiscal 1997,  the Company  used
  $20,774 of  its cash to pay expenses  incurred by the Company  on behalf of
  Stevia and  FKSI, which were  not reimbursed.  Thus,  the Company's current
  assets were converted to long-term receivables thereby reducing its current
  assets/liabilities  ratio.   In order  to continue  to improve  the current
  asset/liability  ratio, the Company's operations must remain profitable and
  the Company must curtail the use of  its current assets for the benefit  of
  Stevia and  FKSI.   Although  Management of  the Company  believes this  is
  possible, there is  a risk the Company's current  asset/liability ratio may
  not be adequate for the Company's future needs.

  Liquidity and Capital  Resources.  During the fiscal year  ending April 30,
  1997, the Company had  an increase in net working capital of  $66,340.  The
  increase in net working capital is primarily due to improved cash flow from
  operations which was used to retire company debt.

  In  view of the  fact that the  Company has incurred  substantial losses in
  prior years, Management of the  Company recognizes the Company's ability to
  continue as a going concern is subject to  maintaining and improving sales,
  profitable  operations, the  collection  of  accounts  receivable  and  the
  ability of  the company to raise  money, when needed, of which  there is no
  assurance.   Management  intends  to  continue  introducing  the  Company's
  products in markets not previously  recognized as viable markets.  Finally,

                                          17 


<PAGE>


  Management intends to  seek financing opportunities, including  sale of its
  common stock if necessary.  There  can be no assurance the Company  will be
  able to find any financing or a working line of credit on acceptable terms.
  Irrespective  of the  Company's working  capital deficit  in the  past, the
  Company has not been refused goods or services from any of its vendors.

  Due to the  limited availability of cash  to the Company during  the fiscal
  years ending April 30, 1995, 1996 and 1997 and the inability of the company
  to borrow the funds required, the  Company chose not to have its  financial
  statements  audited.   The  cost of  such an  audit would  be approximately
  $15,000 per year. 

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

   Item 8.  Financial Statements and Supplementary Data.
            ___________________________________________

     The information required by this item is set forth in pages F-1 to F-12.

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

     None.

                                       Part III    
                                       ________


     The information contained in items 10, 11, 12, and  13 is the same informa-
     tion 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 and Executive Officers of the Registrant.
               __________________________________________________

     The executive officers and directors of the Company are:

                               Positions              Served in
     Name              Age     with Company           Office Since
     _____             ___     _____________          ____________

     Fred K. Suzuki    67      President, Treasurer,  February, 1976 (1)
                               Director of Research
                               and Development,
                               Director of Marketing
                               and Sales, and Chairman
                               of the Board of Directors

     Mary K. Friske    37      Vice President -       September, 1993
                               Administration,
                               Manager of Sales



                                          18 



<PAGE>

     Laurence Mead     35      Vice President -       April, 1994
                               Manufacturing,
                               Manager of Financial
                               and Product Development

     Lauane C. Addis   41      Corporate Counsel,     February, 1984           
                               Secretary and          December, 1985
                               Director               February, 1987

     James F. Schembri 62      Director               November, 1990

    [FN]
     _______________

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

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

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

     Family Relationships.
     ____________________

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

     Involvement in Certain Legal Proceedings.
     ________________________________________

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

     Business Experience.
     ___________________

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

     FRED K. SUZUKI, Jr., Chairman  of the Board, President, Treasurer, Director
     of Research  and Development  and Director  of Marketing  and  Sales.   Mr.
     Suzuki is founder of the Company and has served as President of the Company

                                          19 


<PAGE>


     since its inception in  1976 to August 1982  and from February 1983 to  the
     present.   He  has served  as Chairman  of the  Board of  Directors of  the
     Company  since its  inception to  the present,  and as  Treasurer from  its
     inception to October, 1984 and from July,  1991 to the present.  Mr. Suzuki
     is also President  and Chairman of  the Board of  Directors of F.K.  Suzuki
     International,  Inc.  ("FKSI"), President  and  Chairman  of the  Board  of
     Directors of Stevia Company, Inc. ("Stevia"), 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").  FKSI is  a holding company of Medlab, Stevia,
     and the  Company.   As such,  it has  no  other business  operations.   See
     "Security  Ownership of Certain Beneficial Owners  and Management."  Medlab
     is a  dormant  company,  organized  to  develop,  manufacture,  and  market
     scientific products.  Stevia is  in the business of developing, manufactur-
     ing,  and marketing  natural  sweeteners and  other  products derived  from
     Stevia  rebaudiana  plant.   SI  is in  the  business of  marketing various
     products.   Mr. Suzuki has developed several patents or patents pending for
     clinical  instruments and has  licensed them to  unaffiliated corporations.
     These patents do not  inure to the benefit of the Company.   Mr. Suzuki has
     developed several patents  in the area  of Diterpene glycosides,  chemistry
     derived from the Stevia rebaudiana plant.  Mr. Suzuki also holds patents in
     the  area of  liquid  crystal  chemistry.   Mr.  Suzuki attended  Roosevelt
     University from 1951 to 1954, where he studied Chemistry and Biology.

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

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

     LAUANE C.  ADDIS, Secretary,  Corporate Counsel, and  Director.   Mr. Addis
     joined the Company  in February, 1984 as  its Vice President -  Finance and
     Chief Financial  Officer  on a  part-time  basis and  was  employed in  the
     equivalent  capacity on  a  part-time  basis by  Stevia  Company, Inc.,  an
     affiliate of the Company,  and as a self-employed attorney.  From December,
     1985 thru June,  1991, Mr. Addis served as Executive  Vice President, Chief
     Operating  Officer, Chief Financial Officer, and  Treasurer of the Company.
     In  July, 1991, Mr.  Addis resigned from  these positions to  return to the
     full-time private practice of law.   Mr. Addis is also the Secretary  and a
     director of Stevia  Company, Inc. and an  officer and director of  FKSI, an
     affiliate of the Company.  Mr. Addis is currently a member of the law firm,

                                          20 


<PAGE>

     Katz, Karacic, Helmin & Addis, P.C., Chicago, Illinois.  Mr. Addis graduat-
     ed from Andrews University  with a B.A. in History and Business Administra-
     tion in June, 1978. 
     He received his Doctor of Jurisprudence from Baylor  University in 1981 and
     his Master of Laws in taxation from the University of Denver in 1982.   Mr.
     Addis is a member of the Colorado, Illinois and Texas Bar Associations.

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

     Item 11. Executive Compensation.
              ______________________

     The following summary compensation table  sets forth a summary of compensa-
     tion for services  in all capacities to the Company during the fiscal years
     ended April 30,  1997, 1996 and 1995  paid to the Chief  Executive Officer.
     None of the Company's other executive officers received annual salaries and
     bonuses for such fiscal years exceeding $100,000.

                             Summary Compensation Table  
                             __________________________
           Annual Compensation                  Long Term Compensation/Awards
           ___________________                  _____________________________
  Name and                             Other
  Principal                            Annual                       All Other
  Position        Year  Salary  Bonus  Compensation (1) Options (#) Compensa-
                                                                    tion    
  ___________     ____  ______  _____  ____________     ___________ _________
  Fred K. Suzuki 1997  $56,827   -        -               -          -     
  President,     1996  $47,525   -       (2)              -       $1,342 (3)
  Chairman of    1995  $44,196   -       (2)              -       $2,140 (3)
  the Board and
  Chief Executive
  Officer

[FN]
 _______________

  (1) No  executive officer received perquisites  in excess of  the lesser of
  $50,000 or 10% of the aggregate of such officer's salary and bonus.

  (2) In  addition, salary  of $6,970  and $5,000  was accrued  but not  paid
  during Fiscal 1995 and 1996 respectively.




                                          21 


<PAGE>



  (3) Interest on loans made by Mr. Suzuki to the Company, aggregating $2,140
  and $1,342 was paid or accrued in 1995 and 1996 respectively.  See "Certain
  Relationships and Related Party Transactions."

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

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

  Stock Options
  _____________

     During  the fiscal  year  ended  in 1983,  the  Company  adopted a  special
     incentive plan for personnel  of the Company pursuant to which  certain key
     individual  employees, consultants, officers  and directors of  the Company
     could be granted stock options and/or stock appreciation rights pursuant to
     the  option agreements.   The period  for granting options  under the stock
     incentive plan  expired on May  19, 1989.   An aggregate of  350,000 shares
     were reserved  for issuance under the  stock incentive plan.   All options,
     for an aggregate of 131,500 shares, expired on October 14, 1996.

     During  Fiscal 1997, no stock  options were granted  to the Chief Executive
     Officer  or  the Company's  four  other most  highly  compensated executive
     officers (other than the Chief Executive Officer) whose total annual salary
     and bonus for fiscal year 1997 exceeded $100,000, and such officers did not
     exercise any  options during fiscal  year 1997.   The following  table sets
     forth the aggregate  value as of April 30, 1997 of unexercised options held
     by such individuals.


                    Aggregated Option Exercises in Last Fiscal Year
                    _______________________________________________
                          and Fiscal Year-End Option Values   
                          _________________________________

                                            Number of           Value of
                                            Unexercised         Unexercised
                                            Options at          in-the-Money
              Shares                        Fiscal Year         Options at
              Acquired                      End (#)             Fiscal Year-End
              on             Value          Exercisable/        Exercisable/
    Name      Exercise (#)   Realized ($)   Unexercisable       Unexercisable
    ____      ____________   ____________   _____________       _____________
    Fred K.
    Suzuki         -              -               -                   -
    President
    and            -              -          670,000/0 (1)           $0/0
    Chairman of
    the Board      -              -        3,000,000/0 (2)           $0/0

[FN]
 __________________

  (1)  Effective January 31, 1990, the Company entered into an agreement with
  Fred K.  Suzuki pursuant to which the Company  granted an option to convert
  all or  a portion  of  Mr. Suzuki's  accrued but  unpaid compensation  into
  shares of the Company's no par  value common stock at a conversion rate  of
  $0.05  per share.   At  April  30, 1997,  the  total deferred  compensation
  payable to Mr. Suzuki was $33,500,  thereby entitling Mr. Suzuki to convert
  such deferred  compensation into  670,000 shares  of  the Company's  common
  stock.  This option has no value in  excess of the fair market value of the
  Company's Common Stock.  This option is conditioned upon the Company having
  sufficient  liquid assets  to pay all  employee taxes  due at the  time the
  conversion.   This option may be exercised until  the optionee is no longer
  owed accrued but unpaid salary.  The accrued but unpaid salary arose as a
  result of Mr. Suzuki's agreement to  defer salary when the Company was  not
  financially able to pay salaries on a regular basis.  This  option contains
  non-dilutive provisions in the event of corporate capital reorganizations.


                                     22

<PAGE>

  (2)  On August 1, 1993,  the Company entered into a Stock Option  Agreement
  with Fred K. Suzuki,  President, granting Mr. Suzuki an option  to purchase
  3,000,000 shares of Company's common stock at an option price of $0.025 per
  share.  This Stock Option Agreement was granted to Mr. Suzuki  in consider-
  ation of his loaning money to the  Company on an unsecured basis from  time
  to time.   This option has no  value in excess of the  fair market value of
  the Company's common stock.   The option contains anti-dilutive  provisions
  in the event of  corporate capital reorganizations.  As of  April 30, 1997,
  no portion of this Option has been exercised.

  Compensation Committee.  The Company does not have a Compensation Committee
  of  its Board  of Directors.   The Board  of Directors makes  all decisions
  concerning  the President's compensation including, but not limited to, the
  granting of options to acquire common stock  of the Company.  The President
  of the Company, Fred K.  Suzuki, has the sole authority, as  granted by the
  Board of Directors,  to make  compensation decisions for  other employees 
  of the Company other than the granting of  Options to acquire the common
  stock of the Company.

    Item 12.  Security Ownership of Certain Beneficial Owners and Management.
              ______________________________________________________________

     The following table sets forth information as of April  30, 1997, as to the
     voting securities of the Company owned by the officers and directors of the
     Company and  by each person who owns of record,  or is known by the Company
     to own beneficially, more than 5% of any class of voting securities.

                                                  Amount and Nature
                         Name and Address         of Beneficial     Percent of
     Title of Class      of Beneficial Owner      Ownership           Class 
   ______________      ___________________      _________________   __________

     Common Stock        Fred K. Suzuki           4,497,146 shares    32.57%
                         710 S. Kennicott         of record and
                         Arlington Heights,       beneficial (1)
                         Illinois 60005


                                       23

<PAGE>

     Common Stock        F.K. Suzuki Inter-       2,597,146 shares    18.81%
                         national, Inc.           record and bene-
                         1940 E. Devon Ave.       ficial
                         Elk Grove Village, IL
                         60007

     Common Stock        Stevia Company, Inc.     1,900,000 shares    13.76%
                         1940 E. Devon Ave.       of record and
                         Elk Grove Village, IL    beneficial (1,2)
                         60007 


     Common Stock        Lauane C. Addis          4,506,146 shares    32.64%
                         1819 Orleans Circle      record and bene-
                         Elk Grove Village, IL    ficial (3)
                         60007

     Common Stock        James F. Schembri        1,785,500 shares    12.93%
                         19115 W. Eight Mile Rd.  of record and
                         Detroit, MI 48219        beneficial (3)


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


     Common Stock        Laurence C. Mead (5)     1,250 shares of       .01%
                         7820 Northway Drive      record and
                         Hanover Park, IL 60103   beneficial

     Common Stock        All directors and        6,293,896           45.59%
                         officers as a
                         group (5 members)
  [FN]
   _______________

     (1)  Fred K.  Suzuki  is  President  of  F.K.  Suzuki  International,  Inc.
          ("FKSI") and owns 35.6% of the outstanding  common stock of FKSI.  Mr.
          Suzuki is also President and Chairman of  the Board of Stevia Company,
          Inc. ("Stevia")  of which FKSI  owns 55.84% of its  outstanding common
          stock.  Mr.  Suzuki does not personally  hold of record any  shares of
          the  company's common  stock; however  he is  deemed to  be beneficial
          owner by  reason of  voting and  disposition control  4,497,146 shares
          which includes 2,597,146 shares which  are owned by FKSI and 1,900,000
          shares owned by  Stevia.  The above  table does not include  an option
          granted to  Mr. Suzuki  to convert all  or a  portion of  his deferred
          salary  into shares of the Company's common stock at a conversion rate
          of $.05  per share, or  an option to  acquire 3,000,000 shares  of the


                                          24 



<PAGE>

          Company's common stock at $0.025  per share.  See "Executive Compensa-
          tion" and "Certain Relationships and Related Party Transactions."

     (2)  Mr. Addis personally owns 9,000 shares of the outstanding Common Stock
          of the Company.  In addition, Mr.  Addis owns 32.7% of the outstanding
          Common  Stock of  FKSI, which  owns 55.84%  of the  outstanding Common
          Stock of Stevia and  18.95% of the Common  Stock of the Company.   Mr.
          Addis is also  an officer and director of Stevia  which owns 1,900,000
          shares of the Company's  Common Stock.  Mr. Addis is  therefore deemed
          to be beneficial owner by reason of voting and  disposition control of
          2,597,146  shares owned by  FKSI, and is  deemed to be  the beneficial
          owner  by reason  of  voting and  disposition  control over  1,900,000
          shares owned by Stevia. 

     (3)  Included in the  shares owned beneficially by Mr.  Schembri are 91,000
          shares  held in trust for  the benefit of  Mr. Schembri, 31,000 shares
          held  in  Individual  Retirement  Accounts  for  the  benefit  of  Mr.
          Schembri, 8,000 shares  owned by Midwest Valve Services,  of which Mr.
          Schembri has sole dispositive  and voting control, and  500,000 shares
          owned in joint tenancy with Mr. Schembri's son.

     (4)  In addition to the Shares  of outstanding common stock of  the Company
          owned by Mary K.  Friske, she also owns  200 shares, or  approximately
          .2%, of the outstanding common stock of FKSI, which owns 55.84% of the
          outstanding common stock of Stevia  and 18.95% of the common stock  of
          the Company.

     (5)  In addition to  the common stock of  the Company owned by  Laurence C.
          Mead, he  also owns 2,900 shares,  or approximately 2.9%, of  the out-
          standing common  stock of FKSI,  which owns 55.84% of  the outstanding
          common stock of Stevia and 18.95% of the common stock of the Company.

     Changes in Control
     __________________

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

     Item 13.  Certain Relationships and Related Party Transactions.
               ____________________________________________________

     During the fiscal  year ending April  30, 1997,  the Company shared  common
     areas and office space with  an affiliate, Stevia Company, Inc. ("Stevia").
     It is believed by management that by  sharing common areas and office space
     with Stevia, expenses  will be reduced and  kept at minimum levels.   It is
     anticipated by the Company  that they will continue  to share common  areas
     and  office  space with  Stevia  in the  future.   The  Company  and Stevia
     reimburse each other for such common  area expenses as appropriate.  As  of
     April 30, 1997, Stevia owed $278,874 to the Company in connection  with the
     shared common area expenses.   See "Management's Discussion and Analysis of
     Financial Condition and Results of Operations."


                                          25 



<PAGE>

     On September 20, 1996, the Company loaned Stevia $3,000 for payment of real
     estate taxes on Stevia's Pueblo, Colorado facility.  The loan was evidenced
     by an  Installment Promissory  Note providing for  two monthly  payments of
     principal  and interest, with  interest computed  at 11.5%.   The  loan was
     repaid on December 12, 1996.

     Effective January 31, 1990, the Company entered into an agreement with Fred
     K. Suzuki,  President, pursuant to which  the Company granted an  option to
     convert all or  a portion of Mr.  Suzuki's accrued but unpaid  compensation
     into shares of the Company's no par value common stock at a conversion rate
     of $0.05 per  share.  At  April 30, 1997,  the total deferred  compensation
     payable to  Mr. Suzuki was $33,500, thereby entitling Mr. Suzuki to convert
     such  deferred compensation  into 670,000  shares  of the  Company's common
     stock.  The option is conditioned upon the Company having sufficient liquid
     assets to pay all employee taxes due at the time of conversion.  The option
     is exercisable until  Mr. Suzuki's is no  longer owed accrued salary.   The
     accrued but unpaid  salary arose as a  result of Mr. Suzuki's  agreement to
     defer salary when the Company was not financially able to pay salaries on a
     regular basis.  The option contains non-dilutive provisions in the event of
     corporate capital reorganizations.

     On August  1, 1993, the Company entered into  a Stock Option Agreement with
     Fred  K. Suzuki,  President,  granting  Mr. Suzuki  an  option to  purchase
     3,000,000 shares of the Company's common stock at an option price of $0.025
     per  share.   This Stock  Option  Agreement was  granted to  Mr.  Suzuki in
     consideration of his loaning money to the Company on an unsecured basis
     from time to  time.  The  option contains anti-dilutive  provisions in  the
     event of  corporate capital  reorganizations.   As  of April  30, 1997,  no
     portion of this option has been exercised.

     Lauane C. Addis,  Secretary and Director,  as a member  of the law firm  of
     Katz,  Karacic, Helmin  & Addis,  P.C.,  has represented  the Company  with
     respect to the preparation and filing of this Report.  Mr. Addis, and other
     members  of  Katz, Karacic,  Helmin  &  Addis,  P.C., 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 of Katz, Karacic,
     Helmin &  Addis, P.C., in the future.  During Fiscal 1997, the Company paid
     $4,472.97 in legal  fees to Katz,  Karacic, Helmin &  Addis, P.C., some  of
     which inured to the benefit of Mr. Addis in the form of salary and bonuses.
     Mr. Addis is an officer, director and major 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  Regis-
     trant"  and "Security Ownership  of Certain  Beneficial Owners  and Manage-
     ment."

     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.


                                       26

<PAGE>

                                    PART IV
                                    _______

  Item 14.  Exhibits, Financial Statements Schedules and Reports on Form 8-K
            ________________________________________________________________

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

  (a) (1) Financial statements. 
          ____________________

           Balance sheet for the fiscal years ending April 30, 1996 and 1997.

             Statements of operations for the fiscal years ending April 30,    
             1995, 1996 and 1997.

             Statements of Shareholders' Equity (Deficit) for the fiscal years 
             ended April 30, 1995, 1996 and 1997.

             Statements of Cash Flows of the Company for fiscal years ending   
             April 30, 1995, 1996 and 1997.

             Notes to financial statements.

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

             The following financial schedules for the fiscal years ending April
             30, 1997, 1996 and 1995 are submitted herewith:

             Schedule I - Marketable Securities - Other Investments - P. S-1.

             Schedule V - Property, Plant and Equipment - P. S-2.

             Schedule VI - Accumulated Depreciation, Depletion and Amortization
             of Property, Plant and Equipment - P. S-3.

             Schedule VIII - Valuation and Qualifying Accounts - P. S-4.

             Schedule X - Supplementary Income Statement
                          Information - P. S-5.

          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.

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

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

          3.  a. Articles of Incorporation and By-Laws (1)

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


                                          27 


<PAGE>


         9.  Voting Trust Agreements - none.

         10.  Material Contracts

              (a)   Deferred Compensation  Option Agreement,  dated January  31,
     1990, between the Company and Fred K. Suzuki (2)

              (b)   Stock Option  Agreement, dated August  1, 1993,  between the
     Company and Fred K. Suzuki (3)

              (c) Installment Promissory Note, dated September  20, 1996, in the
     amount of $3,000 payable by Stevia Company, Inc. to the Company.  P. E-1.

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

          12.  Statements Regarding Computation of Ratios - none.

          13.  Annual Report to Security Holders - none.

          16.  Letter Regarding Change in Certifying Accountants - none.

          18.  Letter Regarding Change in Accounting Principles - none.

          19.  Previously Unfiled Documents - none.

          22.  Subsidiaries of Registrant - none.

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

          24.  Consent of Experts and Counsel - none.

          25.  Power of Attorney - none.

          27.  Financial Data Schedule - P. E-3.

          28.  Additional Exhibits - none.

          29.  Information From Reports Furnished to State  Insurance Regulatory
     Agencies.  N/A

   [FN]
   _______________

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

     (2)  Incorporated by reference to  the Company's Annual  Report on Form 10K
     for  fiscal  year ending  April  30,  1990 filed  with  the Securities  and
     Exchange Commission.

                                          28 


<PAGE>

     (3) Incorporated  by reference to the  Company's Annual Report  on Form 10K
     for  fiscal  year  ending April  30,  1994  filed with  the  Securities and
     Exchange Commission.


                                          29 

<PAGE>



                                     SIGNATURES          
                                     __________


     Pursuant  to the  requirement  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, duly authorized.

     REGISTRANT:  BIOSYNERGY, INC.



    ________________________________     _________________
     Fred K. Suzuki, Chairman of the      Date
     Board of Directors and President

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



    ________________________________     _________________
     Fred K. Suzuki, Chairman of the      Date
     Board of Directors, President,
     Treasurer and Chief Accounting
     Officer

    ________________________________     _________________
     Lauane C. Addis, Corporate           Date
     Counsel, Secretary and Director





















                                          30 

<PAGE>




 





                                    SIGNATURES       
                                    __________


     Pursuant to  the  requirement 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, duly authorized.

     REGISTRANT:  BIOSYNERGY, INC.


     /s/ FRED K. SUZUKI                   JULY 25, 1997
    ________________________________     _________________
     Fred K. Suzuki, Chairman of the      Date
     Board of Directors and President

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


     /s/ FRED K. SUZUKI                   JULY 25, 1997
    ________________________________     _________________
     Fred K. Suzuki, Chairman of the      Date
     Board of Directors, President,
     Treasurer and Chief Accounting
     Officer


     /s/ LAUANE C. ADDIS                  JULY 25, 1997
    ________________________________     _________________
     Lauane C. Addis, Corporate           Date
     Counsel, Secretary and Director





















                                          30 



<PAGE>

 






                                   BIOSYNERGY, INC.





                               FINANCIAL STATEMENTS





                FOR THE YEARS ENDED APRIL 30, 1997, 1996 AND 1995









<PAGE>



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


          The accompanying balance  sheet of BIOSYNERGY, INC. at  April 30, 1997
     and 1996, and  the related statements  of operations, shareholders'  equity
     and cash  flows for the fiscal years  ending April 30, 1997,  1996 and 1995
     were  not audited due to  the Company's lack  of available cash  to pay for
     such audit; however,  the financial statements for the  fiscal years ending
     April  30, 1997, 1996 and 1995  reflect all adjustments (consisting only of
     normal  reoccurring adjustments)  which  are,  in  opinion  of  management,
     necessary to provide a fair statement of  the results of operations for the
     period presented.

          The financial  statements for  the fiscal year  ending April  30, 1991
     were examined  by the  Company's accountants, KPMG  Peat Marwick,  and they
     expressed a  qualified opinion on them in their  report dated June 7, 1991.
     These opinions were qualified as to the  Company's ability to continue as a
     going concern.   The Company's accountants have not  performed any auditing
     procedures since June 7, 1991.






                                      BIOSYNERGY, INC.





     July 1, 1997 


<PAGE>
<TABLE>


                                  BIOSYNERGY, INC.

                                   BALANCE SHEET
<CAPTION>
                                                          April 30,       
                                                    ________________________
                                                       1997            1996
                                                    _________      _________
                                                    Unaudited      Unaudited
                                                    _________      _________


                                      ASSETS
                                      ______

   <S>                                             <C>            <C>

     CURRENT ASSETS
       Cash                                          12,420           9,733    
         Accounts Receivable, Trade, Net of
         Allowance for Doubtful Accounts of
         $500 in 1997 and 1996                       61,030          56,750   
       Inventories                                   45,956          47,894 
       Prepaid Expenses                               2,268           2,795 
                                                 _________        _________
         Total Current Assets                       121,674         111,752
                                                 _________        _________
       Due From Affiliates (Note 3)                 291,795         271,020     

       Equipment and Leasehold Improvements:
         Equipment                                  161,320         154,036    
         Leasehold Improvements                      12,216          12,216
                                                  _________        _________
                                                   173,536         166,252
     
         Less:  Accumulated Depreciation and
                Amortization                        163,010         162,063
                                                  _________        _________
   
                                                     10,526           4,189
                                                  _________        _________
     
     OTHER ASSETS
       Patents, Net of Accumulated Amortization      25,533          29,805    
       Deposits                                       6,051           6,145    
       Investment in Affiliated Company (Note 3)        -               -   
                                                   _________      __________
                                                     31,584          35,950
                                                   _________      __________
                                                    455,579         428,331    
                                                   =========      ==========




<FN>

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


                                        F-2 

<PAGE>

<TABLE>
<CAPTION>
                                                            April 30,      
                                                   ________________________
                                                      1997            1996 
                                                    _________      _________
                                                    Unaudited      Unaudited
                                                    _________      _________

                         LIABILITIES AND SHAREHOLDERS' EQUITY

  <S>                                               <C>            <C>

     CURRENT LIABILITIES
       Accounts Payable                               12,873          46,422   
       Accrued Executive Compensation                 67,856          99,435   
       Other Accrued Compensation                      2,137           1,102
       Accrued Payroll Taxes                             791             -     
       Deferred Rent                                   1,751             317   
       Other Accrued Expenses                          1,736           1,583
                                                    _________        _______
         Total Current Liabilities                    87,144         148,859   

     COMMITMENTS AND CONTINGENCIES (Note 7)             -                -

     SHAREHOLDERS' EQUITY (DEFICIT) (Notes 3 and 5)
       Common Stock, No Par Value, 20,000,000
        Shares Authorized as of April 30, 1996
          and 1997;                               
        13,806,511 Issued and Outstanding
        as of April 30, 1996 and 1997                 632,663        632,663
       Additional Paid in Capital                         100            100
                                                     (264,328)      (353,291)
                                                   __________     __________
                                                      368,435        279,472
                                                      455,579        428,331
                                                    __________     __________
                                                    ----------     ----------

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

</TABLE>
                                     F-3 

<PAGE>
<TABLE>
                                 BIOSYNERGY, INC.

                             STATEMENT OF OPERATIONS

<CAPTION>


                                                 YEAR ENDED APRIL 30,
                                      ______________________________________
                                         1997          1996          1995  
                                      _____________  _____________ _________
                                        Unaudited      Unaudited    Unaudited
                                      _____________  _____________ __________

<S>                                   <C>            <C>           <C>
  REVENUES
    Net Sales                             502,560        454,784      443,337
    Interest Income                            54          1,453           41
    Computer Rentals and Services             600            600          600
    Other Income                            7,450          3,624        6,222
                                      _____________   _____________ _________
                                          510,664        460,461      450,200
                                      _____________   _____________ _________
  COST AND EXPENSES
    Cost of sales and other
    operating charges                     185,667        162,864      177,262
    Research and Development               32,265         27,995       27,179
    Marketing                              54,075         45,685       35,854
    General and Administrative            149,217        143,293      156,244
    Interest Expense                          477          2,206        5,837
                                       ___________    _____________ _________
                                          421,701        381,044      402,377
                                       ___________    _____________ _________

  INCOME (LOSS) BEFORE INCOME
   TAXES AND EXTRAORDINARY ITEMS           88,963         79,417       47,824
   INCOME TAXES                            25,104         26,438       11,218
                                       ___________    _____________ _________
  INCOME (LOSS) BEFORE
   EXTRAORDINARY ITEMS                     63,859         52,979       36,606
                                       ___________    _____________ _________
  EXTRAORDINARY ITEMS
   Reduction of Income Taxes arising from
   Utilization of prior years'- Net            
   Operating Losses (Note 8)               25,104          26,438      11,218
   Write Off Accounts Payable                -             12,770         - 
                                       ___________    _____________ _________
                                           25,104          39,718      11,218
                                       ___________    _____________ _________
  NET INCOME (LOSS)                        88,963          92,197      47,824
                                       ___________    _____________ _________
                                       -----------    ------------- ---------
  INCOME (LOSS) PER COMMON SHARE
  (Note 6):
    Before Extraordinary Items             .0050           .0038       .0027
                                       ___________    _____________ _________
    Extraordinary Items                    .0014           .0028       .0008
                                       ___________    _____________ _________
 NET INCOME (LOSS)                         .0064           .0066       .0035
                                       ___________    _____________ _________
                                       -----------    ------------- ---------
 WEIGHTED AVERAGE COMMON
 SHARES OUTSTANDING                   13,806,511   13,806,511    13,806,511 
                                      _____________ ___________  ____________
                                      ------------- -----------  ------------
    

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

</TABLE>

                                        F-4 


<PAGE>
<TABLE>

                               BIOSYNERGY, INC.

                 STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)

                    YEARS ENDED APRIL 30, 1997, 1996 AND 1995

<CAPTION>

                                                 
                             Common Stock       Additional   
                         ____________________
                                                Paid-In      
                        Shares        Amount   Capital      Deficit     Total
                        __________   ________ ___________   _________   _____

<S>                     <C>          <C>      <C>           <C>        <C>
  BALANCE,
   May 1, 1995
    (Unaudited)       13,806,511   632,663        100     ( 445,488)  187,275
                      __________   ________ ___________   __________  _______
                      ----------   -------- -----------   ----------  -------
  NET INCOME                -           -          -         92,197    92,197
                      __________   ________ ___________   __________  _______

  BALANCE,
   April 30, 1996     13,806,511   632,663        100     ( 353,291)  279,472
                      __________   ________ ___________   __________  _______
    (Unaudited)       ----------   -------- -----------   ----------  -------

  NET INCOME                -           -          -         88,963    88,963
                      __________   ________ ___________   __________  _______

  BALANCE,
   April 30, 1997     13,806,511   632,663        100     ( 264,328)  368,435
                      __________   ________ ___________   __________  _______
    (Unaudited)       ----------   -------- -----------   ----------  -------


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

</TABLE>
                                         F-5 

<PAGE>
<TABLE>

                                    BIOSYNERGY, INC.

                                STATEMENTS OF CASH FLOW   
<CAPTION>

                                                    YEAR ENDED APRIL 30,   
                                                _____________________________
                                                   1997     1996     1995   
                                                _________ _________ _________
                                                Unaudited Unaudited Unaudited
                                                _________ _________ _________

<S>                                            <C>        <C>       <C>
   OPERATING ACTIVITIES:
    Net Income (Loss)
    Adjustments to Reconcile Net Cash Provided   88,963    92,197    47,824 
     By (Used In) Operating Activities:
      Depreciation and Amortization               5,219     7,063     9,330 
     Changes in Assets and Liabilities:
      Accounts Receivable, Net                   (4,280)    1,402   (17,403)
     Inventories and Prepaid Expenses             2,465   ( 1,609)   12,115 
      Accounts Payable and Accrued Expenses     (61,715)  (56,898)  (22,112)
                                               _________ _________ _________
    Net Cash Provided By (Used In) Operating
      Activities                                 30,652    42,155    29,754  

  INVESTING ACTIVITIES:
    Advances to Affiliated Companies (Note 3)   (20,775) (21,014)   (18,245)
    Purchase of Equipment                        (7,284)     -      ( 1,049)
    Deposits                                         94      360        -   
                                               _________ ________  _________
    Net Cash Provided By (Used In) Investing
      Activities                                (27,965) (20,654)   (19,294)
           
  FINANCING ACTIVITIES:
    Net Proceeds from Borrowing (Repayments)        -    (16,288)   (12,114)
                                                _________ _________ _________
    Net Cash Provided By (Used In) Financing
       Activities                                   -    (16,228)   (12,114)
    Increase (Decrease) in Cash and Cash
     Equivalents                                  2,687    5,213    ( 1,654)
                                                _________ _________ _________
   Cash and Cash Equivalents at Beginning
     of Year                                      9,733    4,520      6,174 
  Cash and Cash Equivalents at End of Year       12,420    9,733      4,520 
                                                _________ __________ ________

  SUPPLEMENTAL DISCLOSURE:

   Cash Paid for Interest                         2,687    5,231      1,547 
                                               _________ _________ __________
                                               --------- --------- ----------

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

</TABLE>


                                          F-6 

<PAGE>


                                   BIOSYNERGY, INC.

                             NOTES TO FINANCIAL STATEMENTS





  1.  Summary of Significant Accounting Policies:

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

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

  Research and  Development, and Patents - Research  and development expendi-
  tures  are  charged to  operations  as incurred.    The  cost of  obtaining
  patents, primarily legal fees, are  capitalized and amortized over the life
  of the respective patent on the straight-line method.

  2.  Company Organization and Description:

     Biosynergy, Inc. (Company) was incorporated under the laws of the State  of
     Illinois on  February 9, 1976.  It is  primarily engaged in the development
     and marketing of medical, consumer and industrial thermometric and  thermo-
     graphic products that utilize cholesteric liquid crystals.

     3.  Related Party Transactions:

     The Company and  its affiliates are related through  common stock ownership
     as follows as of April 30, 1997:












                                      F-7 

<PAGE>
<TABLE>



                                 BIOSYNERGY, INC.

                           NOTES TO FINANCIAL STATEMENTS

<CAPTION>

                                       S T O C K   O F   A F F I L I A T E S
                                  ___________________________________________
                                                          F.K. Suzuki
                                   Stevia    Biosynergy  International  Medlab
   Stock Owner                    Company       Inc.         Inc.        Inc.
   _____________________          _________ __________  _____________  ______
   <S>                            <C>       <C>         <C>            <C>

     Stevia Company, Inc.              -        13.8%           -           -
     Biosynergy, Inc.                 .4%         -             -           -
     F.K. Suzuki
      International, Inc.           55.8%       18.8%           -        100.0%
     Fred K. Suzuki, Officer           -          -           35.6%         -
     Lauane C. Addis,               
       Officer                        .1%         .1%         32.7%         - 
     James F. Schembri,                -        12.9%           -           -
       Director
     Mary K. Friske, Officer           -          .1%           .2%         -
     Laurence C. Mead, Officer        .1%         .1%          2.9%         -

</TABLE>

     Upon the  completion of the Company's public offering  on July 7, 1983, the
     Company  issued 2,000,000 shares  of its no par  value common stock, repre-
     senting 19% of the outstanding common stock of the Company, in exchange for
     1,058,181 shares  of the common  stock of Stevia  Company, Inc., which  was
     approximately 4.4% of the then outstanding common stock of Stevia Company,
     Inc.   The common  stock of Stevia Company,  Inc. had no  book value at the
     time  of  the exchange  and,  as a  consequence, the  Company  recorded the
     exchange at zero dollar value.

     Biosynergy owned  130,403 shares  of Stevia Company,  Inc. Common  Stock at
     April 30, 1997, representing a .4% interest in Stevia.  Although the Common
     Stock of  Stevia Company,  Inc. is traded  in the  over-the-counter market,
     there is no established public trading market for such Common Stock  due to
     limited and sporadic  trades.  As of  April 30, 1997, the bid  price of the
     common stock of Stevia Company, Inc. was approximately $.001 per share.

     Common offices are  shared with Stevia Company, Inc.   Intercompany charges
     for  shared expenses  are made  by whichever  company incurs  such changes.
     Such intercompany charges, together with  funds advanced by Stevia in prior
     years, have resulted in the following balances at April 30:

                                    April 30, 1996 - $258,360
                                    April 30, 1997 - $278,874

     At April 30, 1997, the financial condition of Stevia Company, Inc. was such
     that it is unlikely  to be able  to repay Biosynergy  during the next  year
     without liquidating a portion of its assets.


                                        F-8 

<PAGE>

                                    BIOSYNERGY, INC.

                             NOTES TO FINANCIAL STATEMENTS


     The following  balances were  due from F.K.  Suzuki International,  Inc. at
     April 30:

                                    April 30, 1996 - $12,660
                                    April 30, 1997 - $12,921

     The balances result for an allocation of common expenses offset by advances
     received from time to  time.  At April 30, 1997, the financial condition of
     F.K. Suzuki  International, Inc. was  such that it  unlikely to be  able to
     repay Biosynergy during the next year without liquidating a portion  of its
     assets.

     During the fiscal year ending April 30, 1994, Fred K. Suzuki,  President of
     the Company, made  several loans to the  Company.  These loans  were repaid
     during Fiscal 1996.  See Note 5 for a description of such loans.

     See also Note 6.

     4.  Inventories:

     Components of inventories are as follows:

                                           April 30, 1996    April 30, 1997
                                           ______________    ______________

             Raw Materials                  $30,015            $30,583         
             Work-in process                 16,161             10,257         
             Finished Goods                   1,718              5,116     
                                           _____________     ______________
                                           -------------     --------------    
                                            $47,894            $45,956      
                                           _____________     ______________
                                           -------------     -------------- 




                                       F-9

<PAGE>


                                  BIOSYNERGY, INC.

                           NOTES TO FINANCIAL STATEMENTS


     5.  Common Stock:

     The Company's  stock is  traded in the  Over-The-Counter market.   However,
     there is no established public  trading market due to limited  and sporadic
     trades.  The Company's common stock is not listed on a recognized market or
     stock exchange.

     All of  the stock options and stock  appreciation rights for 131,500 shares
     of stock granted  to four advisors,  directors, officers, consultants,  and
     employees of the Company under  the Company's employee stock incentive plan
     expired on October  14, 1996.  The  Company had reserved 350,000  shares of
     its common stock for this plan.

     As of April 30, 1996, under an employee stock incentive plan, stock options
     and stock appreciation  rights which are exercisable for  131,500 shares of
     stock  were granted  to five  advisors,  directors, officers,  consultants,
     and/or employees of the Company.  The  exercise price is $.05 per share for
     these shares.  The Company has reserved  350,000 shares of its common stock
     for this plan.  The period for granting options under this plan expired May
     19, 1989.

     Effective January 31, 1990, the Company  entered into an agreement with its
     President, Fred K. Suzuki, pursuant to which  the Company granted an option
     to convert all  or a portion  of his accrued  but unpaid compensation  into
     shares of the Company's no  par value common stock at a  conversion rate of
     $.05 per  share.  The option is conditioned  upon the Company having suffi-
     cient  liquid assets  to pay  all employee  taxes due  at the  time  of the
     conversion.  The  option may be exercised  until the optionee is  no longer
     owed accrued but unpaid salary.   The accrued but unpaid salary arose  as a
     result of the  individual agreeing to  defer salaries when the  Company was
     not financially  able to  pay salaries  on a  regular basis.   The  options
     contain non-dilutive provisions in the event of corporate capital reorgani-
     zations.  At April 30, 1997, an aggregate of 670,000 shares of the Company-
     's common stock was subject to Mr. Suzuki's option.

     On August 1, 1993,  the Company entered into a Stock  Option Agreement with
     Fred  K. Suzuki,  President,  granting  Mr. Suzuki  an  option to  purchase
     3,000,000 shares of the Company's common stock at an option price of $0.025
     per  share.   This  Stock Option  Agreement  was granted  to Mr.  Suzuki in
     consideration  of his loaning  money to the  Company on  an unsecured basis
     from time to  time.  The  option contains anti-dilutive  provisions in  the
     event of  corporate capital  reorganizations.   As  of April  30, 1997,  no
     portion of this Option has been exercised.









 








                                        F-10

<PAGE>


                                    BIOSYNERGY, INC.

                             NOTES TO FINANCIAL STATEMENTS

     6.  Income or (Loss) Per Shares:

     Net income  or  (loss) per  common  share is  computed  using the  weighted
     average number of common shares outstanding during the period, after giving
     effect  to stock  splits.   The weighted  average number  of  common shares
     outstanding were 13,806,511 at  April 30, 1997, 1996 and 1995.   The affect
     of conversion of stock options  has not been presented as conversion  would
     be anti-dilutive.

     7.  Lease Commitments:

     In 1996 the Company  entered a new lease agreement for  its current facili-
     ties which  expires January 31,  2001.  The  base rent under  the lease, of
     which 15% is allocated to Stevia Company, Inc., escalates over the  life of
     the lease.  Total rent payments for each fiscal year are as follows:

                     Year ending April 30           Total Base Rent
                     ____________________           _______________

                            1996                        11,000
                            1997                        66,733
                            1998                        68,200
                            1999                        68,567
                            2000                        69,300
                            2001                        51,975 

     Also  included  in the  lease  agreement  are  escalation clauses  for  the
     lessor's increases  in property taxes  and other operating expenses.   Rent
     expense was  $58,002, $46,784, and $49,490  for the fiscal years  ending on
     April 30, 1997, 1996 and 1995, respectively.  The lease can be extended for
     an additional five year term.

     8.  Income Taxes:

     At  April 30,  1997, net  operating loss  carryforwards were  available and
     expire, if not used, as follows:

                       Year Ending              Net Operating
                        April 30,                   Losses  
                       ____________             ______________
                           1998                    $193,062
                           1999                     677,671
                           2000                     455,166
                           2001                     449,142
                           2002                     132,470
                           2003                      85,822
                           2004                      41,176
                           2006                         160
                           2007                      28,253
                      ____________              _____________
                                                 $2,062,922 
                                                _____________
                                                -------------                  


                                     F-11
<PAGE>


                                 BIOSYNERGY, INC.

                          NOTES TO FINANCIAL STATEMENTS


     The Company has adopted Statement of  Financial Accounting Standards (SFAS)
     No. 109, "Accounting  for Income Taxes" as  required by SFAS No.  109.  The
     effect,  if  any,  of adopting  Statement  No.  109 on  pretax  income from
     continuing operations  is not  material.   The Company  has elected  not to
     retroactively adopt  the provisions  allowed in SFAS  No. 109,  however all
     provisions of the document have been applied since the beginning  of fiscal
     year 1994.

     9.  Major Customers:

     Shipments  to one  customer amounted  to  approximately 29.9%  of sales  in
     Fiscal 1997.   At April 30, 1997 there  was an outstanding accounts receiv-
     able from this customer of approximately $19,520.

     10.  Management's Plans:

     In view of  the fact the Company  has incurred substantial losses  in prior
     years,  management  of the  Company  recognizes  the Company's  ability  to
     continue as a  going concern is subject to continuing sales performance and
     the ability of  the Company to raise  money, when needed.   To this extent,
     management  has  endeavored to  introduce  the  Company's  products to  new
     markets and expand its marketing efforts in the traditional medical market.
     Finally, management  intends to continue pursuing  financing opportunities,
     including selling its common stock to private investors, if necessary.



                                    F-12

<PAGE>
<TABLE>


                                  BIOSYNERGY, INC.

                                    SCHEDULE I

                      Marketable Securities - Other Investments
<CAPTION>

                                                            Amount at
                                                            which each
                                                            Portfolio       
                                                            of Equity
                          Number of                         Security
                          Shares or                         Issues and
                          Units -               Market      Each Other
            Name of       Principal             Value of    Security
            Issuer and    Amount of             Each Issue  Issue Carried
            Title of      Bonds and  Cost of    at Balance  in the
            each Issue    Notes      Each Issue Sheet Date  Balance Sheet (1)
            ____________  __________ __________ __________  _________________

<S>         <C>           <C>        <C>        <C>         <C>
            Stevia Co.,     130,403      ---         130           ---
  April 30, Inc., Common
    1996    Stock
 _________

             Stevia Co.,     130,403      ---         130           ---
  April 30,  Inc., Common
    1997     Stock 
 _________

<FN>
 _______________

   (1) Balance Sheet caption - Investment in Affiliated Company.


</TABLE>



             
                                     S-1 

<PAGE>
<TABLE>


                                 BIOSYNERGY, INC.
     
                                    SCHEDULE V

                           Property, Plant and Equipment

<CAPTION>

                             Additions                Other           
                 Balance at  to Cost    Retirements  Charges      Balance
                             _________  ___________  _______      at end
   Classifi-     Beginning                                          of
   cation        of Year     Amount     Amount        Amount       Year
   ___________   __________  ______     ______        ______      _______

  <S>            <C>         <C>        <C>           <C>         <C>    
   Year
   Ending        
   April 30,
   1996     
   ___________

   Equipment      154,036     ---         ---           ---       154,036
   Leasehold
   Improve-
    ments         12,216     ---         ---           ---        12,216
                _________
   TOTAL         165,252     ---         ---           ---       166,252
                _________                                        _______
                ---------  -------     -------       -------     -------

   Year
   Ending        
   April 30,
   1997     
   ___________

   Equipment      154,036    7,284        ---           ---       161,320
   Leasehold
   Improve-
    ments         12,216     ---         ---           ---        12,216
                 _________
    TOTAL         166,252    7,284        ---           ---       173,536
                 _________                                        _______
                 ---------  -------     -------       -------     -------


</TABLE>

                                        S-2

<PAGE>
<TABLE>
     
                                  BIOSYNERGY, INC.

                                     SCHEDULE VI

                         Accumulated Depreciation, Depletion and
                      Amortization of Property, Plant and Equipment
<CAPTION>


                           Additions
               Balance at  Charged to                                 Balance
               Beginning   Costs and                Other Changes     at End
Description    of Year     Expenses   Retirements Description Amount  of Year
___________    __________  __________  ___________ ___________ ______  _______

<S>            <C>         <C>         <C>         <C>         <C>    <C>
 Year Ending
 April 30,
 1996
___________

Equipment      149,578        269          ---                  ---   149,847
Leasehold
Improve-
 ments          10,341      1,875          ---                  ---    12,216
               ________    ________                                   _______

TOTAL          159,919      2,144          ---                   ---  162,063
               ________    ________                                   _______
               --------    --------   ------------             ------ -------

Year Ending
 April 30,
  1997   
___________

Equipment       149,847        947         ---                  ---    150,794
Leasehold
Improve-
 ments          12,216        ---          ---                  ---    12,216
               ________    ________                                   _______
TOTAL           162,063        947         ---                  ---   163,010
               ________    ________                                   _______
               --------    --------   ------------            ------   -------



</TABLE>



                                        S-3 

<PAGE>
<TABLE>

                                     BIOSYNERGY, INC.

                                      SCHEDULE VIII
   
                            Valuation and Qualifying Accounts
<CAPTION>

                    
                                     Additions             Deductions       
                               _____________________  _________________
                      Balance    
Year                  at Begin- Charged to                              Balance
Ending                ning of   Costs and            Descrip-           at End
April 30, Description Year      Expenses     Other    tion      Amount  Year
_________ ___________ _________ ___________ ________ _________  _______ _______
<S>       <C>         <C>       <C>         <C>      <C>        <C>     <C>
                                                     Uncollect-
1997      Allowance
          For Un-
          collectible
          Accounts      500          123       ---       ---      123     500

1996      Allowance
          For Un-
          collectible
          Accounts      500          ---       ---       ---      ---     500




</TABLE>

   
                                        S-4 


<PAGE>


                                  BIOSYNERGY, INC.

                                     SCHEDULE X

                     Supplementary Income Statement Information

                                                             Charged to Costs
                    Item                                     and Expenses   
                    ____                                     ________________

   Year Ending
   April 30, 1995       1.  Maintenance and Repairs                   $4,012
   ______________

                        2.  Depreciation and Amortization              

                            Depreciation of Equipment                  1,348
                            Amortization of Patent Expense             5,476
                            Amortization of Leasehold Improvements     2,506

                        5.  Advertising Costs                          2,490

   Year Ending
   April 30, 1996       1.  Maintenance and Repairs                   $4,371
   ______________
   
                        2.  Depreciation and Amortization

                            Depreciation of Equipment                    269
                            Amortization of Patent Expense             4,919
                            Amortization of Leasehold Improvements     1,875

                        5.  Advertising Costs                          3,568


   Year Ending
   April 30, 1997       1.  Maintenance and Repairs                    4,886
   ______________

                        2.  Depreciation and Amortization 

                            Depreciation of Equipment                    947
                            Amortization of Patent Expense             4,272
                                            
                        5.  Advertising Costs                          3,890


     






   
                                        S-5



<PAGE>




 






 ____________________________________________________________________________
 ____________________________________________________________________________


                           SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON, D.C. 20549

                                        FORM 10K

                       Annual Report Pursuant to Section 13 or 15(d)

                                           of

                          THE SECURITIES AND EXCHANGE ACT OF 1934

                            For the period ending April 30, 1997
                              Commission File Number - 0-12459

                                       BIOSYNERGY, INC.                
                       ________________________________________________
                      (Exact name of registrant as specified in charter)

                                     1940 East Devon Avenue
                                   Elk Grove Village, IL 60007
                                         (847) 956-0471

                       (Address and telephone number of registrant's
                       principal executive office on a principal place
                       of business)

                        ________________________________________________
                                      
                                         EXHIBITS

 ____________________________________________________________________________
 ____________________________________________________________________________ 

<PAGE>

                                   EXHIBIT INDEX  
                                   _____________


                                                                  Page Number
                                                                  Pursuant to
                                                                  Sequential
Exhibit                                                           Numbering
Number           Exhibit                                          System  
_______         __________                                       ____________

10(c)            Installment Promissory Note, dated
                 September 20, 1996, payable by Stevia
                 Company, Inc. to the Company.                        E-1

27               Financial Data Schedule                              E-3 





<PAGE>