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

          [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES   
                           EXCHANGE ACT OF 1934 [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 0-11718   
                                                _______

                               STEVIA COMPANY, INC.                
                              _______________________
             (Exact name of registrant as specified in its charter)

     Illinois                                             36-2967419 
     ___________________________________________________________________
     (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) 593-0226     
                                                        ______________

     Securities registered pursuant to Section 12(b) of the Act:

     Title of each class                                  NONE  
                                                     _____________

     Name of each exchange on which registered            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  
    -----     -----

      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]

 Page one of _____ pages contained in  the sequential numbering system.  The
 Exhibit Index may be found on page E-1 of the sequential numbering system.


                                     1

<PAGE>

 The  estimated  aggregate market  value of  the voting  stock held  by non-
 affiliates  of  the  registrant  on  July  1,  1997  was  estimated  to  be
 approximately $14,000.  The number of  shares of  common stock  outstanding
 on April  30, 1997  was 32,195,300 shares.

 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.
 ________________________________

 Stevia Company,  Inc. (the "Company")  was incorporated as a  subsidiary of
 F.K.  Suzuki  International, Inc.  ("FKSI")  on  November  22, 1976.    The
 Company's  principal  administrative  offices  and  research laboratory  is
 located at 1940 E. Devon, Elk Grove Village, Illinois.  See "Description of
 Property."   The  Company's uncompleted  processing facility is  located in
 Pueblo, Colorado.

 The  Company  was  organized  primarily  for  the  purpose  of  developing,
 manufacturing, and  marketing natural  sweeteners derived  from the  Stevia
 rebaudiana  plant ("Stevia").  The  Stevia natural sweetening compounds are
 substantially  non-caloric alternatives to  sugar.  The  Company's ultimate
 goal has  been to  commercialize one  such compound,  rebaudioside A,  as a
 sweetener.  The  Company also has plans to  commercialize flavor enhancers,
 raw materials  for use in  producing Gibberellins (plant  growth hormones),
 and other Stevia products.

 To  date,  the  Company  has  not  experienced  any  significant  operating
 revenues.   The  Company  is  not expected  to  have significant  operating
 revenues unless it  commences production of its sweeteners  or other Stevia
 products or commences alternative operations.

 During the fiscal year ending April 30, 1997, the Company was dormant.  The
 Company's  efforts were  primarily  directed  toward  obtaining  financing,
 alternative businesses, and promoting the  Company.  Although the Company's
 activities  did  not  yet  lead  to any  material  contracts  or  financing
 arrangements,  management  believes  that  its  efforts  may  lead   to  an
 arrangement whereby the Company will be able to realize its potential.

 Since  there can  be  no  certainty the  Company  will commence  profitable
 operations,  the  Company  may  be  required  to liquidate  equipment,  and
 ultimately a  building and  land owned by  the Company  located in  Pueblo,
 Colorado, (see  "Description of  Property") to  provide  for its  financial
 needs.  Nevertheless, there  can be no assurance funds from the liquidation
 of all or a  portion of such assets would be sufficient  to provide for the
 Company's   financial  requirements.    See  "Management's  Discussion  and
 Analysis of Financial Condition and Results of Operations."

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


                                    2

<PAGE>

 Financial Information about Industry Segments.
 _____________________________________________  

 During the  past fiscal year, the Company did not have any revenues from  
 operations.  See "General Development of Business."

 Narrative Description of Business.
 _________________________________

 As described above under "General Development of Business," the Company was
 primarily organized for  the purpose of developirketing  natural sweeteners
 and other products from a variety of the Stevia plan.   Further information
 about the proposed products of the Company is set forth below.

 Proposed  Products.   The  Company plans  to  initially commercialize  four
 products derived from the  Stevia plant: (1)  rebaudioside A as a  natural,
 high potency (approximately 300 times  sweeter than sugar) sweetener; (2) a
 by-product  mixture of  extractives from  the  Stevia plant  ("DTGs") as  a
 flavor  enhancer; (3)  DTGs as  raw material  for plant  hormones; and  (4)
 Stevia  leaves as flavor  enhancers and sweeteners.   None  of the products
 have  been approved by the FDA, however, they may be sold in Japan, Brazil,
 Argentina and Paraguay.

 The  Company's sweeteners,  flavor enhancers,  and raw  material for  plant
 hormones are derived  from a  protected proprietary  variety (USDA  Variety
 Protection Certificate  No. 8200065) of  a plant,  Stevia rebaudiana,  Var.
 P.J. Suzuki.   Although  Stevia rebaudiana  has grown  as a  wild shrub  in
 limited  sections of  South  America  for hundreds  of  years, the  Company
 obtained the exclusive rights to a novel variety of Stevia rebaudiana which
 was developed  by F.K. Suzuki  International, Inc. ("FKSI"), the  parent of
 the Company.  This proprietary variety possesses significantly higher  seed
 viability than the original plant, produces a substantially higher yield of
 rebaudioside A in its  leaf material, and has improved  resistance to frost
 and flood.  Although  the Stevia plant has been examined  by scientists for
 over ninety years, commercial farming of the Stevia plant has occurred only
 since 1950.  The Company grew its Stevia plant from 1976 to 1986.

 The Stevia  plant produces eight  diterpene glycosides ("DTGS").   They are
 Steviolbioside, Stevioside, rebaudioside A, rebaudioside B, rebaudioside C,
 rebaudioside  D,  rebaudioside E  and  Dulcoside  A.   Rebaudioside  A  and
 Stevioside are  the two major  DTGs contained in the  Company's proprietary
 variety of  Stevia plant.  Rebaudioside A is the sweetest DTG, and also has
 a taste  most closely resembling that of  sucrose (beet sugar, cane sugar).
 The  Company  intends  to  commercialize  rebaudioside  A  as  its  primary
 sweetener.   The  Company owns  the  rights to  U.S.  Patent 4,612,944  and
 European Patent Office Patent Number 0154235  for use of Stevia leaves, the
 DTGs  and  any  product  containing  the  DTGs  at  flavor  enhancement  or
 modification levels.  The Company also hold4,082,858 for rebaudioside A and
 any  product containing  elevated levels of  rebaudioside A,  which expired
 April 4, 1995.  See "Patents and Trademarks."

 Rebaudioside A Sweetener:

 The Company  intends  to offer  a  totally natural  alternative  sweetener.
 Rebaudioside A is substantially non-caloric, natural sweetener, having only
 about  1/300th the  calories  of  sugar at  equivalent  sweetness, and  can
 reportedly be used by diabetics and obese individuals.  Rebaudioside A does
 not  support   the  growth  of  tooth  decay   producing  streptococci  and
 lactobacilli, and it is thus  suitable for toothpaste, mouthwash, and other
 oral hygiene uses.   Rebaudioside A  is stable to  heat, salt, and  acid in

                                          3


<PAGE>

 ordinary food processing and it is very soluble in water and other carriers 
 used in processing of food and non-food  products.  Rebaudioside A does not 
 brown when heated with amino acids or proteins. Rebaudioside  A cannot  be 
 distributed  as a  food additive  in  the United States  without FDA  
 approval.   Published results  of acute,  subacute and chronic  toxicity 
 studies in  rats and mice  demonstrate that  the DTGs are non-toxic for  
 short-term use,  even  in high  usage levels,  and are  non-contraceptive 
 and non-teratogenic.  The Company has not yet applied for FDA approval for
 use  of its  sweetener in the  United States and  has not  yet initiated its
 own  toxicity studies.   As  a result of  the short-term and chronic studies
 completed and the  17 year history of  DTG usage in a wide variety of foods 
 in Japan without any reported toxicity,  management of the Company believes 
 the DTGs, including rebaudioside A, are non-carcinogenic.

 Diterpene Glycoside Flavor Enhancers:

 DTGs  are a by-product  of the  process of  extraction and  purification of
 rebaudioside  A.   DTGs will  comprise a  mixture of  diterpene glycosides,
 primarily stevioside mixed  with other diterpene glycosides  extracted from
 the Stevia  plant.   Like rebaudioside A,  the DTGs are  substantially non-
 caloric and  are believed  to be non-carcinogenic  based on  short-term and
 long-term toxicity studies.

 Employees of  the Company  discovered that the  DTGs have  flavor-enhancing
 characteristics.  This discovery resulted  in the U.S. Patent and Trademark
 Office grant  of a patent  on September 23,  1986, and the  European Patent
 Office grant  of European Office  Patent Number  0154235 on June  12, 1991.
 These patents were assigned to the Company by its  inventors.  The
 DTGs are useful  in enhancing fruit, spice, nut, and many other flavors for
 which flavor enhancers are not currently available.

 FDA approval is required for use of  the DTGs as flavor enhancers, or other
 food additive uses,  although other forms of  approval not involving a  FDA
 food additive petition  may be available.   It is believed FDA  approval is
 not required for use of  the DTGs in certain products, such  as tobacco and
 other expectorated  products, or  for use of  Stevia leaves  containing the
 DTGs in food products as flavor enhancers.

 Diterpene Glycoside Raw Material for Plant Hormones:

 Although Stevia  Company intends to  utilize rebaudioside A as  a sweetener
 and  the DTGs as  flavor enhancers, there  will be a  substantial amount of
 DTGs remaining as  a by-product of the  production of rebaudioside A.   The
 Company therefore  intends to sell  a portion of  the DTGs to  producers of
 plant hormones.

 Plant  growth  regulators  are chemicals  which  control  plant  growth and
 development.  Gibberellins  ("GAs") are  a class of  plant hormones.   They
 have many effects on plant  growth, development, and chemistry when applied
 to plants in very small quantities, generally 1/2,500 - 1/250th ounce.  The
 major commercial  uses of  GAs in the  U.S. are  on fruit  grapes, mandarin
 oranges,  and navel oranges.   GAs are commercially  used on numerous other
 crops in other parts of the world.  Several other agricultural applications
 for GAs in the U.S. could develop if GA costs can be reduced.

                                    4 

<PAGE>

 Since  1975, it has been known that certain components of the DTGs could be
 converted  to  GAs by  the GA-producing  mold.   Management of  the Company    
 believes  DTGs can  be  used as  raw  materials, or  precursors, for  plant 
 hormones.  To  date, the Company has  not entered into an  arrangement with 
 the sole manufacturer of  GAs in the United  States to supply the DTGs  for
 use  as  a plant  hormone  raw  material,  however, such  manufacturer  has
 investigated the potential for such use  of the DTGs, the outcome of  which
 is unknown to the Company.  Management nevertheless believes that the plant
 hormone market should be considered as an alternative source of revenue for
 the Company.

 Although government approval for use of GAs  is not required for most uses,
 the FDA  has promulgated  regulations limiting the  amount of  residual GAs
 which can  be found in  plants intended  directly or  indirectly for  human
 consumption.   Additionally,  these government  regulations  may limit  the
 amount of GAs  that can be used  in certain applications thus  limiting the
 amount  of DTGs which may be sold for  use in producing GAs.  Management is
 not aware of any proposed uses for GAs which have been limited or denied as
 a result of government regulations.

 Stevia Leaves:

 Stevia leaves may be sold for three primary purposes.  First, leaves may be
 sold as a source material for extraction of sweeteners in the United States
 (subject to FDA approval), Japan, Brazil and Argentina.  Second, subject to
 FDA  approval for use  in the United  States for some  applications, Stevia
 leaves  may ultimately  be  sold  for use  as  a direct  sweetening  agent.
 Finally, Stevia leaves may  be sold for addition  to teas, spices,  coffee,
 and other  foods as flavor  enhancers or modifiers, subject  to appropriate
 regulatory approval, where required.   Stevia leaves may ultimately be used
 as an herbal tea.   The Company has  developed a special variety of  Stevia
 plant which  is protected under  USDA Plant Variety  Protection Certificate
 No. 8200065.

 Although the use of Stevia leaves as  a food additive requires pre-approval
 by the FDA or  evidence the Stevia leaves are generally  recognized as safe
 ("GRAS"), it  should be  noted that upon  one or  more occasions  unrelated
 third parties have  made self-determinations that the use  of Stevia leaves
 as a food  additive comes within the  definition of GRAS.   In order to  be
 classified  as GRAS, the material must  have been in use  prior to 1958 and
 there must be general scientific information and data positively describing
 the safety of the material.  Although the Company has not concluded its own
 investigation   in  this  regard,  based  upon  the  information  currently
 available, it is possible the use of Stevia leaves as food additives may be
 permitted under GRAS, of which there can be no assurance.

 Proposed Manufacturing  and Farming Operations.   To date, the  Company has
 not commercially produced  its proposed products.  The  Company intended to
 inventory, maintain, and staff an extraction facility located in the Pueblo
 Memorial Airport  Facility, Pueblo, Colorado,  but the financing  needed to
 equip the facility  to make  it operational  has been prohibitive.   It  is
 estimated that  equipping the  processing facility will  cost in  excess of
 $2,500,000, plus start-up costs.  The Company has sought financing  for the
 processing  facility, but has been unable to procure such financing.  There
 can be no assurance such financing will be available in the future.

 To date, Stevia DTGs have been extracted  on a commercial basis utilizing a
 batch  process.   The Company  intends to  utilize a  continuous extraction
 process  which   will  be  substantially   continuous  with  one   or  more

                                         5

<PAGE>

 intermediate  steps based  on the  batch  method of  processing.   Although
 management is not aware  of any negative effects on the  extraction of DTGs
 using a continuous  process, since the proposed continuous  process has not
 been utilized  in the  extraction of DTGs,  there can  be no  assurance the
 Company will  be able  to optimize  the extraction  of its  DTGs using  the
 proposed method.

 The Company does not have any existing propagation sites, farming sties, or
 farming operations.   The Company will re-establish  its farming operations
 as  appropriate.   Management  of  the Company  believes  that small  scale
 farming operations could be commenced  and produce Stevia leaves within one
 year.   However,  in the  event FDA  approval of  rebaudioside  A for  food
 additive  use  is obtained,  and  if  demand  increases for  the  Company's
 proposed products  in foreign markets,  which is dependent on  approval for
 its use as a food additive in certain foreign countries, and other factors,
 the Company would have  to acquire or lease farming facilities and/or enter
 into  contracts with  a substantial  number of  additional growers  to meet
 increased requirements. The ability to do so cannot be guaranteed.

 Proposed  Marketing and  Distribution.    None  of the  Company's  proposed
 products are  sold on a commercial basis.   Sales to date  of Stevia leaves
 and rebaudioside  A have been for research purposes  or for use in products
 not under the jurisdiction of the FDA.

 The Company intends to market its natural sweetener and flavor enhancer  as
 soon as  production  is  sufficient in  international  markets  where  such
 products are approved for human consumption and are currently used, such as
 Brazil  and Japan.   In  these  countries, the  Company may  be  subject to
 stringent trade regulations and may have to pay royalties on sales in Japan
 to Morita Chemical Co., which holds the patent rights to rebaudioside A and
 other Stevia products in Japan.

 The  Company further  plans to  continue  to introduce  its sweeteners  and
 flavor enhancers  to end users  and industrial segments not  requiring full
 FDA approval, such as tobacco products and certain other  products that are
 expectorated.  In  the event full FDA approval of the Company's products as
 food additives is obtained, management of the Company anticipates that most
 of its sweeteners and  flavor enhancers will be directly formulated in food
 and drinks  and that  the sweeteners  will rarely  reach consumers  in pure
 form.

 Since  most of the Company's  proposed products will  be sold to industrial
 users  for incorporation  the Company will  not be required to have a large
 sales  force.    It  is  intended  that  the Company  will  form  a  small,
 technically oriented sales force.

 Sources and Availability of  Raw Materials.   The Company is not  currently
 using raw materials, and thus  believes its source and availability  of raw
 materials  to  be satisfactory.   It  should  be noted,  however,  that the
 Company's  proposed products are  primarily derived from  Stevia rebaudiana
 var. P.J. Suzuki, which has been grown in limited quantities by the Company
 in the  United States.   The Company  is not  currently growing  any Stevia
 leaves, although  it has  a limited  supply of  leaves ready  for sale  and
 processing, and  has seed and  materials available to  re-establish farming
 operations, when needed.  Other varieties of the Stevia plant are currently
 being grown in  Thailand, Korea, the Peoples  Republic of China and  Japan.
 At present, there are no  known growers of the  Stevia plant in the  United
 States.  In the event of FDA approval of the Company's sweeteners of flavor

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<PAGE>

 enhancers, significant  foreign  sales, or  sales  of the  Company's  other
 Stevia  products, the  Stevia leaf requirements  will exceed  the Company's
 current supply and  the Company would have to  initiate significant farming
 operations,  purchase  the   plant  material  on  a   contract  basis  from
 unaffiliated growers, or import leaf  material from foreign growers.  There
 is no assurance  that any of the  above can be done on  terms acceptable to
 the Company.  See "Proposed Manufacturing and Farming Operations."

 In  connection with  the Company's  inventory of  Stevia leaves  and seeds,
 portions of  the Stevia leaf inventory have been  held by the Company since
 1981.  In addition, substantially all of  the seeds were harvested in 1984,
 1985, and  1986.  The Stevia leaves are stable and may be stored for years.
 The seeds  remain viable for  a minimum  of three  years, and  lose only  a
 portion of their viability thereafter on an increasing basis as a  function
 of time.  Although the exact amount of viability loss from year to year  is
 not known, based on experience of management of the Company, it is believed
 that the  current supply  of seeds  may be  sufficient to  re-establish the
 Company's Stevia leaf production.

 Patents  and Trademarks.  The Company has patent rights under three patents
 issued by  the United  States Patent and  Trademark Office.   United States
 Patent No. 4,082,858, which expired  April 4, 1995, relating to "Sweetening
 Compound, Method of  Recovery and Use Thereof" (rebaudioside  A) was issued
 to  Morita of  Osaka, Japan.   Rights under  this patent were  assigned, in
 exchange for improved  technology relating to extraction of  stevioside, to
 FKSI, which subsequently  transferred such rights  by exclusive license  to
 the Company.  United States  Patent No. 4,361,697, expiration date November
 30,  1999, relating to  "Extraction, Separation  and Recovery  of Diterpene
 Glycosides from Stevia  rebaudiana", was issued  to Robert H.  Dobberstein,
 former officer of the Company, and others and was subsequently  assigned to
 FKSI.   Rights  under  this  patent were  subsequently  transferred to  the
 Company  by FKSI.   U.S.  Patent 4,612,942,  expiration date  September 23,
 2003, relating to "Flavor Enhancing and Modifying Materials", was issued to
 Robert  H.  Dobberstein  and Fred  K.  Suzuki,  Chariman  of  the Board  of
 Directors, and was assigned to the Company.

 On June 12, 1991, the European Patent Office granted European Patent Number
 0154235,  the counterpart of U.S. Patent 4,612,942,  relating to the use of
 Stevia   leaves  and  extractives   as  "Flavor  Enhancing   and  Modifying
 Materials".  Patents  granted by the European Patent  Office generally must
 be registered in each European  country where patent protection is desired,
 which requires interpretation and  payment of filing and agency  fees.  The
 Company  has not  registered  this  patent in  any  European countries  and
 therefore  it is  uncertain  whether  the Company  has  or  may obtain  any
 protection under this patent in Europe.

 The  Company  also holds  rights  under  the  United States  Department  of
 Agriculture  (USDA  Plant  Variety   Protection  Certificate  No.  8200065,
 expiration date October  20, 2000) for Stevia rebaudiana  var. P.J. Suzuki.
 Tty  Protection Act  of 1970  grants certain  protections to  developers of
 novel  varieties  of  sexually  reproduced  plants.    The Company's  novel
 variety, Stevia rebaudiana var. P.J. Suzuki, was recognized by the  USDA to
 have  novel  characteristics  including improved  seed  viability, improved
 yield of rebaudioside A, and improved  resistance to frost and flood.   The
 Company intends  to utilize this  particular plant  variety for all  of its
 production needs.

                                       7

<PAGE>

 The  Company intends to  pursue a policy  of seeking the  broadest possible
 protection through  the  filing of  various  patent, trademark,  and  other
 proprietary protection applications, both in the United States and  abroad.
 However, since there can be no assurance  any of the Company's patents will
 withstand  a  legal  challenge,  certain  processes  and  formulas will  be
 maintained only as trade secrets.

 Seasonal Aspects  of the  Business.   The business  of the  Company is  not
 expected to be  seasonal, except for the  farming operations.   The farming
 operations of the Company will be seasonal  to the extent the Stevia plant,
 when grown  as a  perennial, requires the  Company's direct  attention only
 during  planting in the  spring, if needed,  harvest in the  fall, and seed
 collection in the early winter.  The Stevia plant, when grown as an annual,
 will require the  Company's direct attention during planting  in spring and
 harvest in the fall.  During these periods of time, representatives  of the
 Company occasionally may be required to be directly involved in the farming
 operations.   During the  remaining portion of  the year,  the Company will
 utilize  contract labor,  as needed,  for  cultivation and  caring for  the
 Stevia plants.   The  Stevia plant can  be grown as  a perennial  in warmer
 climates where there  is no killing frost, such as Southern California, and
 as an  annual in  colder climates during  the summer  growing season.   The
 Company  intends  to  employ  a  farm  manager  to  supervise  its  farming
 operations in the future.  

 Working Capital  Items.  The Company  has attempted whenever  possible.  To
 this end,  the Company attempts  to keep overhead  at minimum levels.   The
 Company  believes that  it will  be able  to obtain  adequate inventory  to
 supply its customers in the United States and abroad, on a timely basis, by
 careful planning and forecasting of demand for its products when available.
 However, the Company does not  currently have working capital available for
 this purpose.

 Based  on  the operating  expenses  for  the fiscal  year  ending  in 1997,
 management believes the  current working capital is not  sufficient for the
 fiscal  year  ending  in  1998.    The  Company  is  seeking  financing  or
 arrangements with business partners.  The Company's cash flow during Fiscal
 1997 was  derived from leasing  its facility in Pueblo,  Colorado, advances
 from an  affiliate, Biosynergy, Inc., and loans from individuals, including
 Fred K.  Suzuki, President.   See "Management's Discussion and  Analysis of
 Financial Condition and  Results of Operations" and  "Certain Relationships
 and Related Party Transactions."

 Major Customers.  The Company did not have sales in Fiscal 1997 and did not 
 acquire any significant customers or contracts during Fiscal 1997.

 Backlogs.  The Company currently does not have a backlog of orders.     

 Government  Contracts.    The Company  does  not  have any  portion  of its
 business that may be subject to negotiation or re-negotiation of profits or
 termination   of  contracts  or  sub-contracts  at   the  election  of  the
 government.

 Competition. 

 Rebaudioside A Sweetener

                                     8

<PAGE>

 Total  annual sweetener  sales exceed  ten  billion dollars  in the  United
 States.   There are  two major segments  in the sweetener  market - caloric
 sweeteners  and non-caloric or  substantially non-caloric sweeteners.   The
 caloric sweeteners account for  about 88% of  all sweetener usage.   Within
 this  segment, there are  two main product  categories:  (1)  Cane and beet
 sugar; and (2) Corn sugar such as dextrose, glucose, and high fructose corn
 syrup.  While high fructose  corn syrup has different taste characteristics
 and related  formulating requirements,  it offers a  lower and  more stable
 price than  cane and beet sugar.   It is now used widely  in the soft drink
 and food processing industries.

 Currently, there are only three approved non-caloric or substantially  non-
 caloric sweeteners on the market in the United States which are potentially
 competitive with  rebaudioside A, all  of which  are synthetic.   They  are
 saccharin, cyclamates and aspartame.

 Saccharin  is a synthetic sweetener about 300  times sweeter than sugar and
 is generally deemed  to have a pronounced bitter aftertaste.   Studies have
 shown rebaudioside A to have "low off and (low) bitter after tastes," which
 should permit it to compete  with saccharin.  Sherwin-Williams is presently
 the  only  known U.S.  producer  of saccharin.    In 1977,  the  FDA deemed
 saccharin unsafe and promulgated regulations  barring its use.  In response
 to consumer and  industry pressure, Congress temporarily  halted the recall
 of saccharin, the  only non-caloric sweetener in  use at the time  of their
 action.  It is not known at this time whether saccharin will be  eventually
 removed from the market.

 Aspartame,  which  is  approximately  200 times  sweeter  than  sugar,  was
 developed by G.D.  Searle and is believed  currently to be produced  by the
 Nutra Sweet Company division of Monsanto, Co. and a limited number of other
 producers worldwide.  Aspartame is considered a synthetic sweetener because
 it is man-made  by the  chemical  combination of  two naturally  occurring
 compounds, aspartic acid and phenylalanine.  Aspartame was approved for use
 by the  FDA in some  foods in 1974; however,  approval was removed  in 1975
 pending  further  investigation.    Concern  centered  on  its  content  of
 phenylalanine, which  cannot  be  degraded by  some  individuals  having  a
 genetic  defect  involving phenylalanine  metabolism.    One child  in  ten
 thousand  is  born  with  this  disease  in  which  phenylalanine  must  be
 restricted if the infant  is to develop normally.  Another  concern is with
 the aspartic acid  contained in aspartame, which has been  shown to produce
 brain lesions in newborn infants  when administered in high doses.   During
 1981, the FDA  decided that the  studies to date  were too inconclusive  to
 continue denial of  G.D. Searle's petition for FDA  approval, and therefore
 approved aspartame for human consumption.

 Aspartame  breaks down  and loses  sweetness at  temperatures in  excess of
 about  105 degrees Celsius.  It  is not practical, in management's opinion,
 to  use aspartame  for  certain  cooking  or food  processing  applications
 involving relatively high  temperatures.  Also, aspartame  losses sweetness
 relatively  quickly when  added to  acidic solutions  such as  soft drinks.
 Nevertheless, aspartame  sales of 13 million  in 1981, 74 million  in 1982,
 336 million  in 1983, 585  million in 1984,  and 700  million in 1985  were
 reported.    Sales  figures  are   not  available  for  years  after  1985.
 Management of the  Company believes the superior  stability characteristics
 of rebaudioside  A and its  natural source would  allow it to  compete with
 aspartame.

                                      9

<PAGE>

 Acesulfame  K  is  a non-caloric  synthetic  sweetener  discovered  in West
 Germany  and has  been  developed  by American  Hoechst  Corporation.   The
 sweetener is reportedly  130-200 times sweeter than sugar  with some bitter
 aftertaste when used as the sole sweetener  in a product.  Acesulfame K has
 good acid  and temperature stability,  and safety studies have  reported no
 "ill effects" to date.   On July  29, 1988, it was  announced that the  FDA
 approved acesulfame  K for use as a food additive in the United States.  It
 is marketed under  the trade name "Sunette."   The sweetener has  also been
 approved for use in the 

 United  Kingdom and West Germany.   Management of  the Company believes the
 superior  taste characteristics of  rebaudioside A  and its  natural source
 would allow it to compete with acesulfame K.

 Several  alternative sweeteners have  been under evaluation  or development
 for  many years.   Only  limited  information is  available to  the Company
 regarding these sweeteners.   These include cyclamate (which  was barred by
 the FDA  in 1969  and has not  been approved based  on a 1982  FDA petition
 submitted by Abbott  Laboratories and the Calorie Control Counsel), TalinR;
 Alitame   (L-aspartyl-D-alanyl   methyl    ester);   maltitol;   sucralose;
 neohesperidin  dihydrochalcone;  L-sugars;  polysugar;  cholorinated  sugar
 derivaties; glycyrrhizin; monellin; and miraculin.  Although most of  these
 sweeteners  have  been  under  development   for  a  number  of  years,  no
 significant  technical achievements  by a  developer have  occurred to  the
 knowledge of management of the Company.

 Diterpene Glycoside Flavor Enhancer:

 Currently, only a handful  of flavor enhancers  are used in  the U.S.   The
 most commonly  used enhancers include  salt (however, the majority  of salt
 use  is at  higher flavoring levels),  monosodium glutamate  (MSG), protein
 hydrolysates,  nucleotides (primarily 5'  guanylate and 5'  inosinate), and
 the  pyrones, maltol  and  ethyl maltol.    Except for  the  pyrones, these
 enhancers  are used to enhance meat or protein tastes in foods.  Maltol and
 ethyl maltol are  used in baked goods, gelatin and  dairy product desserts,
 and beverages to enhance sweetness, to impart  a fresh-baked odor to bakery
 products, and to enhance synthetic berry and citrus fruit flavors.

 In 1967  U.S. sales  of flavoring agents  and enhancers  were approximately
 $158 million.  1983 U.S. sales of flavor extracts and syrups alone exceeded
 $4.2 billion.   In  1979, 1,610  synthetic and  502 natural  food flavoring
 agents  were used in  the United States.   Information  regarding the total
 U.S.  flavor enhancement  market is  not readily  available.   However, the
 Flavor and Extract Manufacturers' Association reported U.S. usage  of 284.4
 million pounds of MSG, 52,690.5 pounds of ethyl maltol, and 10,405.8 pounds
 of maltol in  1982.  This would  correspond to U.S. sales  of approximately
 $251.4 million,  $2.47 million, and  $0.44 million, respectively,  in 1982.
 More  current information regarding  the flavor  enhancement market  is not
 readily available at this time.

 Management believes that the current direction of the U.S. food industry is
 utilizing  more synthetic  flavoring agents,  producing more  "convenience"
 foods, and the flavor enhancing characteristics of the  DTGs will result in
 a  market for the  Company's flavor enhancers.   Since mose  of the current
 flavor  enhancers in  the  U.S.  market are  meat-flavor  enhancers, it  is
 anticipated that the  DTGs will have relatively  little initial competition
 in their market segment.

                                   10

<PAGE>

 Diterpene Glycoside Raw Material for Plant Hormones:

 It has been estimated that total 1980 plant growth regulator sales were $40
 million for the  U.S. and $118  million for the  world.  While  information
 concerning the quantities of GAs  used commercially is difficult to obtain,
 ICI, Ltd. estimated that  12-15 tons were used in 1980.  This represents an
 annual  retail market value of approximately $12.9  - $18.2 million.  Today
 Abbott  Laboratories (Chemical and  Agricultural Products Division)  is the
 only known manufacturer of GAs in the western hemisphere.

 Because  of the  high  costs of  GAs,  stevioside and/or  steviol  could be
 valuable as a  raw material for GA  production to 1) permit  the commercial
 production of plant GAs which are normally not produced by the GA-producing
 mold, and  which may be  more potent for certain  agricultural applications
 than the normal mold GAs; and 2)  potentially to serve as a high-yield  raw
 material for gibberellic acid so production costs could be reduced.  Either
 use could expand the current GA market.  Management of the Company believes
 that it is  possible to commercialize the  DTGs as GA raw  material without
 competition since  the Company  is not  aware of  any GA  raw materials  or
 precursors used commercially at the present time.

 Stevia leaves:

 The Company intends to grow Stevia leaves primarily as raw material for its
 other products.  Stevia  leaves, because of their DTG content,  can also be
 used as  sweetening agents and  flavor enhancers.  Furthermore,  the use of
 Stevia  leaves  may  be preferred  in  many applications  over  the  use of
 extracted rebaudioside A or DTGs.  For  this reason, the Company intends to
 offer to its  customers Stevia  leaves for use  in flavoring or  sweetening
 herbal  teas, tobacco products,  and other food  products having compatible
 taste  characteristics.    There are  several  trading  companies importing
 Stevia leaves from  China, Taiwan, Korea,  S.E. Asia and  Japan.   However,
 Management  believes none  of  the  trading companies  have  access to  the
 Company's Stevia leaves from  its patented plant (See  "Proposed Products")
 or Stevia leaves  having a high rebaudioside  A content, which is  the main
 factor in grading  Stevia leaves.  Although  imported Stevia leaves may  in
 many instances be less expensive  than the Company's Stevia leaves, quality
 considerations,  availability, and lack  of trade restrictions  will likely
 make the Company's Stevia leaves more desireable, in management's opinion.

 Potential competitors of  the Company have substantially  larger resources,
 technical staffs, managing capabilities and sales and service organizations
 than  the Company.   Despite  the Company's  patents and  other proprietary
 protection  with respect  to certain  of  its products  and processes,  the
 achievement by  any competitor  of a substantial  technological advance  in
 similar products or processes and the successful marketing of such products
 could cause  a  severe reduction  in the  pricing and  in  re the  proposed
 products of the Company.

 Research  and Development.   The  Company currently  is not  conducting any
 research and development  directed to developing its  proposed products due
 to lack of funding.   Previous research was directed to  the development of
 improved methods  of extracting and  purifying rebaudioside  A from  Stevia
 leaf  material, improve growing  techniques, and research  required for the
 processing  facility  in  Pueblo,   Colorado,  including  quality   control
 procedures.  The  amount expensed as research and  development costs during
 the fiscal years  ending April 30, 1995,  1996 and 1997 were  primarily for
 overhead expenses, and  not for research and development  conducted for any
 particular purpose.   There were  no amounts spent during  the fiscal years
 ending in  1995   1996 and  1997 on consumer-sponsored research  activities

                                       11

<PAGE>

 relating to  the development of  new products, services, or  techniques, or
 the improvement thereof.  Government  Regulation.   The Company  is subject
 to stringent  government regulation  regarding  the conduct  of  certain 
 portions  of  its business. Products of  the Company  which are  to be used
 as food  additives in  the United States are subject to a pre-clearance 
 process  and regulation by the FDA or other  governmental authorities.  The
 Company has  not submitted  a food additive petition to the FDA for its 
 rebaudioside A sweetener, its DTG flavor enhancers,  or any  other products,
 and it has not yet initiated complete toxicity  testing of  these materials,
 which takes  approximately three years to complete  and is required in 
 connection with  the submission of  such petition.    There can  be no 
 assurance that  the results  of the toxicity studies will be favorable.

 Prior to FDA  approval of the Company's  sweetener and by products  as food
 additives,  the  Company intends  to  distribute its  sweetener  and flavor
 enhancers in the  United States as dietary supplements  and ingredients for
 products which use  is not subject  to the food additive  petition process.
 In this regard, the  Company may be required to register with  the FDA as a
 cosmetic ingredient manufacturer once marketing  of its products for use in
 oral hygiene products commences.   Under the registration, the Company will
 be subject to  certain guidelines for  conformance with good  manufacturing
 practices  and certain  record-keeping  requirements.    The  Company  also
 intends to market  its products in foreign countries;  however, the Company
 is subject to government regulation in foreign countries which regulate the
 use  of food  additives.   To the  best of  management's  knowledge, Stevia
 sweeteners and other products are authorized for use only in Japan, Brazil,
 Argentina and Paraguay.

 Environmental  Protection Expenditures.   The Company's operations  are not
 currently  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, nor has there  been or
 is there expected to  be any capital expenditures made to  comply with such
 laws during the next fiscal year.

 Employees.   The Company presently  employs two individuals on  a part-time
 basis, including  a receptionist and  bookkeeper, who are also  employed by
 Biosynergy,  Inc., an affiliate.   The President and  Chairman of the Board
 provides  his  services at  no  cost to  the  Company.   The  Secretary and
 Corporate  Counsel provides  legal services  on  a fee  for service  basis.
 Operation and  maintenance  of  farming  and  propagation  sites,  when  in
 operation,  are conducted  by independent  contractors who  are paid  on an
 hourly basis.  The Company intends to  hire a Chief Engineer/Plant Manager,
 farm  manager,  and  production  workers  for  its farming  operations  and
 processing  facility  when  such  facility  is  complete.    See  "Proposed
 Manufacturing and Farming Operations."

 Financial  Information About  Foreign and  Domestic  Operations and  Export
 Sales.   The Company did  not sell any of  its proposed products in foreign
 markets  during  the fiscal  year  ending April  30,  1997.   See "Proposed
 Marketing and Distribution."           

 Item 2.  Description of Property.  

 The  executive  offices  and research  and  development  facilities  of the
 Company are located at 1940 East Devon, Elk Grove Village, Illinois  60007.

                                     12

<PAGE>

 The  Company sub-leases  a  portion  of these  premises  from an  affiliate
 company, Biosynergy, Inc.,  under a master lease which  expires January 31,
 2001.   The entire  facility consists of  10,400 feet,  fifteen percent  of
 which  is utilized  by the  Company. A  small  amount of  equipment, Stevia
 leaves and Stevia  seeds are  currently stored at  the Company's Elk  Grove
 Village, Illinois facility. 

 Although the Company does not have farming or propagation sites  for seeds,
 seedlings,  and Stevia  leaves, management  believes that  in the  event it
 becomes necessary, land,  green housing and storage facilities  on a rental
 or purchase basis will be available.   If necessary, the Company intends to
 contract with independent farmers to supply Stevia  leaves, if needed.  See
 "Proposed Manufacturing and Farming Operations."

 The Company owns  25 acres of land located in the Pueblo, Colorado Memorial
 Airport Facility.  The  Company constructed a 16,800 sq.ft. building on the
 site, completed in March, 1985,  to house its proposed processing facility.
 This  building  is  leased  to  a  non-affiliate  of   the  Company.    See
 "Management's Discussion and Analysis of Financial Condition and Results of
 Operations."  

 Except  as noted  above with  regard to  potential farming  operations, the
 Company's facilities are sufficient for the contemplated operations.

 Item 3.  Legal Proceedings.     

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

 Item 4.  Submission of Matters to a Vote of Security Holders.    
 None.

                                 Part II  

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

 Market Information.  

 The  Company's  Common Stock  is  traded  in the  over-the-counter  market,
 however, there is no established trading market due to limited and sporadic
 trades.   The  Company's  common stock  is  not quoted  on  any  recognized
 exchange or market.   The Company's common  stock prices are quoted  in the
 Stock  Section of  the National  Daily Quotation  Service  ("Pink Sheets").
 These  quotations  do  not  necessarily  reflect  actual  transactions  nor
 represent the actual value or trading price of the  Company's common stock.
 Additional information is  also available from broker-dealers  trading such
 common  stock.   Price  information  for  Fiscal  1996  and  1997  was  not
 available.

 Holders.   As of April 30, 1997, there were approximately 800 holders of 
 record of the Company's Common Stock.

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

                                     13
<PAGE>                       

Item 6.  Selected Financial Data.  Below is  selected financial  data for 
the  fiscal years  ending April  30, 1997, 1996, 1995, 1994, and 1993.

<TABLE>
<CAPTION>
               Fiscal       Fiscal       Fiscal       Fiscal       Fiscal 
               Year         Year         Year         Year         Year
               Ended        Ended        Ended        Ended        Ended
               April 30,    April 30,    April 30,    April 30,    April 30,
               1997         1996         1995         1994         1993     
              _________    _________    _________    _________    ________
             Unaudited(1) Unaudited(1) Unaudited(1) Unaudited(1) Unaudited(1)
  <C>        <S>           <S>         <S>          <S>          <S>

  Net Sales         -            -            -        $  4,127    $17,200   
   Loss From
   Operations  ($ 37,407)   ($ 33,519)   ($55,831)(3)($118,910)(2)($51,569)
   Loss From 
   Operation
   per Common
   Share       ($   .001)   ($   .001)    ($   .002)  ($   .004)   ($   .001)

  Total Assets  $606,588     $617,423      $629,582    $667,991     $720,491
 Long-Term
  Obligations      -             -            -            -              -
 Shareholders
  Equity       $ 71,190     $108,597      $142,116    $197,947     $316,857
 Cash Dividends
  declared per
  share          NONE        NONE           NONE         NONE         NONE
 _______________
<FN>

 (1) The Company's financial statements for the fiscal year ending April 30,
 1993, 1994,  1995, 1996  and 1997 have  not been  audited pursuant  to Rule
 210.3-11 of Regulation S-X promulgated under the Securities Exchange Act of
 1934.  See "Financial Statements and Supplementary Data."

 (2) The loss from operations for Fiscal 1994 includes a loss of $33,789 due
 to  the sale  and  abandonment of  certain inventory  and  equipment.   See
 "Financial Statements and Supplementary Data."

 (3) The loss from operations for Fiscal 1995 includes a loss of  $9,500 due
 to  the  sale  of  certain   equipment.    See  "Financial  Statements  and
 Supplementary Data."

</TABLE>

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

 Net Sales/Net Revenues

 The Company had no sales of any products during Fiscal 1995, 1996, or 1997.
 The  Company  did not  produce  rebaudioside A,  or  other  products, on  a
 commercial  basis during  the fiscal  year ending April  30, 1995,  1996 or
 1997.  See "Proposed Manufacturing and Farming Operations."

 The Company realized  other income  primarily as  a result  of leasing  its
 production facility  in Pueblo, Colorado  to an unaffiliated  third parties
 during  fiscal years ending April 30, 1995, 1996 and 1997.  On September 1,

                                      14
<PAGE>

 1993, the Company entered  into a three-year lease for its  Pueblo facility
 with an  unaffiliated party.   The lease provides for  two one-year options.
 The first of such options was exercised by the tenant.  The lease provides
 for rent of $19,473  for the first two years, $20,466 for  the third year,
 $22,394 for  the first option year and $23,264  for the second option year.
 See "Liquidity and Capital Resources".   The remaining miscellaneous income
 was  due to  prior period  adjustments and  write off  of certain  accounts
 payable. 

 Costs and Expenses -  The overall operating expenses of the Company 
 increased during Fiscal 1997 as compared to Fiscal 1996 by  $1,403, and 
 decreased by $2,087 as  compared to  the fiscal  year ending  April  30,
 1995.   The  decrease  in operating expenses was primarily a result of a 
 reduction in common expenses allocated to the  Company for  employees, 
 supplies  and the facilities  in Elk  Grove Village,   Illinois  because  of
 the  Company's  continued  slow  down  in operations.  See "Liabilities" 
 below.   The increase in expenses for Fiscal 1997 is primarily related to 
 increased rent costs for the Company s offices in Elk Grove  Village, 
 Illinois.   The Company has limited  expenditures to only those necessary to
 maintain the Company.  Most of the current expenses are overhead and 
 administrative items.

 Loss on Sale of Equipment -  Due to  the need for  working capital, the  
 Company sold  a portion of  the equipment purchased for use in its sweetener
 production facility for $8,000 in Fiscal  1995.  The  proceeds were  used
 primarily to  retire debt.   The Company realized a loss of $9,500 on this 
 transaction.

 Net Loss - The  Company's net loss was  $37,407 for the fiscal year  ending
 in 1997 as compared to $33,519 in Fiscal 1996 and $55,831 in Fiscal 1995. 
 Included in the  net loss  for Fiscal  1995 is  a loss  of $9,500  due to 
 the sale  of equipment.  In Fiscal 1996,  the Company realized increased 
 rental revenues which contributed to an improved bottom line.  In Fiscal 1997,
 the Companys rent expense increased for its Elk  Grove Village offices.  
 Otherwise, the components related to the Company's net loss position for the
 last three fiscal  years are substantially the same.   See also "Costs and 
 Expenses" and "Net  Sales/Net Revenues" above.  The Company losses  until  
 such  time as  it  commences  operations.  See "General Development of
 Business"   and  "Proposed   Manufacturing and Farming Operations."

 As of April 30, 1997,  the Company has net  tax operating loss carry  overs
 aggregating $3,026,890.   There is  no provision  for income  taxes in  the
 Financial Statements  due  to the  Company's net  operating loss  position.
 Furthermore, the Tax  Reform Act of 1986  will not alter the  Company's net
 operating loss  carryforward position,  and the  net  operating loss  carry
 forwards will  be  available and  expire,  if not  used,  as set  forth  in
 Footnote 12 to the Financial Statements for the year ending April 30, 1997.
 See "Financial Statements."

                               ASSETS/LIABILITIES
                               __________________


 Assets - The  assets of the Company,  excepting the  sale of  equipment,  
 have not materially changed during the past three years.  It is not 
 anticipated that the assets  of the Company  will materially change  until
 such time  as the Company  obtains financing to  commence its proposed  
 operations, provided, there  can be no  assurance the  Company will not  be
 required to  sell its assets to obtain  funds to insure its  viability.  See
 also  "Liquidity and Capital Resources."

                                    15

<PAGE>

 Liabilities - With  the  exception of  an increase  in  the amount  of due  
 to affiliated companies and  accounts payable, there  has been substantially
 no material change in the liabilities of the Company during the past three 
 years.

 The amounts due  to affiliates at April 30, 1997 include $70,412 payable to
 F. K. Suzuki International, Inc. ("FKSI")  and  $278,874  payable  to
 Biosynergy, Inc. ("Biosynergy").  The amount due to FKSI represents amounts
 payable under  an irrevocable exclusive  licensing agreement with  FKSI for
 the license of certain technology,  including the rebaudioside A patent and
 Stevia  leaf technology.    The  Company was  originally  obligated to  pay
 $75,000 per  year to FKSI in exchange  for this license.   Effective May 1,
 1988,  this agreement  was amended  to provide  that the  Company will  pay
 royalties in therived  from the licensed technology  in lieu of the  fee of
 $75,000 per calendar year.  See "Footnote 11 to the Financial Statements."

 The Company and Biosynergy share office space, and as a result, share  
 certain expenses.  Both companies account to each other on an on-going basis
 for these shared expenses.   The resulting payable as of April 30, 1997 was
 $278,874, as compared to a payable of $258,360  at April 30, 1996.   The 
 amounts due to  Biosynergy reflect on-going transactions in the  ordinary
 course  of business  and do  not represent  any extraordinary transactions.
 Expenses include  rent,  salary for  common  employees and related benefits,
 payroll overhead, utilities, and certain legal expenses. Management of the 
 Company believes it  is more  economical to share  these expenses with 
 Biosynergy,  and will likely  continue to do  so in the  near future.

 As of  April 30,  1996 and  1997, the  Company had  accrued, but not  paid,
 $124,524,  of executive  compensation payable  to four individuals.   These
 individuals  agreed to defer  a portion  of their  salaries to  improve the
 Company's cash flow during 1987, 1988 and 1989.

 Assets/Liability Ratio  - The  ratio  of  current  assets  to  current 
 liabilities  (.078  to  1)  is unacceptable  in  light  of  the  Company's 
 resource  requirements.   The Company's current assets  consist primarily of
 inventories.   It is unknown how much inventory  the Company can sell, if 
 any.  Furthermore, the Company is not currently producing additional 
 inventory and therefore there can be no assurance of  any long-term sales. 
 The inventory  consists primarily of Stevia leaves, which  have been grown 
 and harvested by the Company for sale or  use  in  its  initial   processing
 operations,  a  small  quantity  of rebaudioside A,  and seeds for  growing 
 additional leaves.   See "Liquidity and Capital Resources" below.

 Liquidity and Capital Resources - The Company's working capital decreased 
 during the fiscal year ending April 30, 1997, due primarily to  the net  
 losses of the  Company.   The Company presently does not have, nor does it 
 anticipate  obtaining in  the near     future, a working line of credit.
 The Company's ability to  generate cash adequate to  meet its future  needs
 depends  upon  revenues  from  operations  and  obtaining  financing.   See
 "General Development of  Business" and "Proposed Manufacturing  and Farming
 Operations."  If  the Company is unable  to obtain financing, it  will make
 additional  adjustments to curtail  operations and will  seek alternatives,
 such as licensing its technology and seeking business partners for business
 combinations.

                                  16

<PAGE>
     
 On September  1, 1993, the Company entered into  a three-year lease for its
 Pueblo, Colorado facility with an unaffiliated third party.  The tenant was
 granted two one-year options and a  first right of refusal to purchase  the
 Pueblo,  Colorado facility  in the  event  the Company  sells or  otherwise
 disposes of the facility.   The lease provides for base rent of $19,473 for
 the  first two  years, $20,466 for  the third  year, $22,394 for  the first
 option year  and $23,264  for the second  option year.   The  proceeds from
 leasing such facility are used primarily to offset expenses of the Company.
 However, the cash flow from leasing  the facility in Pueblo does not  cover
 all  of the  expenses of  the  Company, and  furthermore, there  can  be no
 assurance the Company  will be able to  continue leasing its facility.   In
 this  regard, the  lessee  of the  facility  has  indicated its  intent  to
 exercise its option to extend the lease.  However, the lessee  is currently
 in default under the lease and the Company may have  to terminate the lease
 or reject the lessee's exercise  of its option to extend the lease  if such
 default is not cured in a timely manner.

 On September 20, 1996, Biosynergy, an affiliate, loaned $3,000 to the
 Company  for payment of real estate taxes on the Company's Pueblo, Colorado
 facility.   The loan provided for interest of 11.5% per annum.  The balance
 on the loan was paid on December 12, 1996.  

 There can be no assurance Biosynergy, or any other person, will
 make additional  loans  to the  Company.   There  has  been no  independent
 analysis  of the fair market value of the  interest on the loan made to the
 Company by Biosynergy.

 In  addition to the  liquid assets  of the  Company as  otherwise discussed
 herein, the  Company also  owns  1,900,000 shares  of the  common stock  of
 Bioysnergy.   Biosynergy's common stock is traded over-the-counter and  the
 stock prices  are reported on the  "pink sheets." The bid  price  at 
 April  30, 1997  was  estimated to  be  $.01 per  share.  Although  the
 Company  is  free  to sell  Biosynergy's common  stock subject only
 to quantity restrictions under Rule 144, there  are no current plans to sell
 such common stock.

 Item 8.  Financial Statements and Supplementary Data
  
 The  information required by this  item is set forth  at pages F-1 to F-13.
 The Company's  financial statements for  the fiscal years ending  April 30,
 1995, 1996 and 1997 have not been audited pursuant  to Rule 210.3-11
 of Regulation  S-X promulgated under  the Securities Exchange Act  of 1934,
 which provides  that an inactive  entity need not submit  audited financial
 statements with  reports filed pursuant  to the Securities Exchange  Act of
 1934.   An inactive entity  is defined as  an entity having  gross receipts
 from  all  sources  and expenditures  for  all purposes  not  in  excess of

                                      17

<PAGE>

 $100,000  each, which  has not  purchased  or sold  any of  its  own stock,
 granted  options therefore, or  levied any assessments  against outstanding
 stock,  had   no  material  change  in  business,  including  any  material
 acquisitions  or dispositions  of  assets,  and which  is  not required  to
 publish  audited  financial  statements  by  an  exchange  or  governmental
 authority having jurisdiction.   In the opinion of  management, the Company
 met the criteria  of an inactive entity  for the fiscal years  ending April
 30, 1995, 1996 and 1997.

 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
 information to be included in  the Registrant's definitive proxy statement,
 if any,  to  be filed  with  the Commission,  and  is included  herein  for
 convenience only.

 Item 10.  Directors and Executive Officers of the Registrant.

 The executive officers and directors of the Company are:

<TABLE>
<CAPTION>
                                  Positions  currently
                                  Served  in Office
 Name                 Age         with the Company           Since   
 ______               ___         ____________________       ______________
<C>                   <S>         <S>                        <S>

 Fred K. Suzuki (1)    67         Chairman of the Board      November, 1976
                                  of Directors, President    June, 1991
                                  and Treasurer

 Lauane C. Addis (1)   41         Corporate Counsel,         February, 1984
                                  Secretary and              June, 1991
                                  Director                   February, 1987

 James F. Schembri     62         Director                   May, 1992
 ________________
<FN>

 (1) Mr.  Addis resigned as  President, Chief Executive  Officer, Treasurer,
 and  Chief Financial Officer  effective June 30,  1991.  At  that time, Mr.
 Suzuki was named President and Treasurer.  Mr. Addis was named Secretary of
 the Company effective June 30, 1991.

</TABLE>
                                    18

<PAGE>

 There is no arrangement  or understanding 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 elected as a director or officer.

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

 Business Experience - Certain information  regarding the  business 
 experience of the directors, officers, significant employees, and 
 consultants of the  Company is  set forth below:     Fred  K.  Suzuki,
 Chairman  of  the  Board  of  Directors,  President  and Treasurer. 
 Mr. Suzuki is founder of the Company and has served as Chairman of the Board
 of Directors since the Company's inception.  Mr. Suzuki served as President
 of the Company since its inception in 1976  to February 1983, and as Chief
 Executive Officer  from the Company's inception until November, 1983.  
 Mr. Suzuki was again elected President and Treasurer of  the Company
 effective June 30, 1991.  Mr. Suzuki is also President and Chairman of  the
 Board of directors  of F.K. Suzuki International, Inc.  ("FKSI"), parent of
 the Company, President, Treasurer and Chairman of the Board of Directors of
 Biosynergy,  Inc. ("BSI"),  and  President  and Chairman  of  the Board  of
 Directors  of Medlab,  Inc.  ("Medlab"),  and  Suzuki  International,  Inc.
 ("SI"), affiliates of  the Company.  FKSI  is a holding Company  of Medlab,
 BSI 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.  BSI is  in the business of developing, manufacturing,
 and marketing  disposable thermographic and  thermometric devices utilizing
 cholesteric liquid  crystal technology.   SI is  a marketing  company owned
 solely by Mr. Suzuki.  Mr. Suzuki  has developed several patents or patents
 pending   for  clinical  instruments  and  licensed  them  to  unaffiliated
 corporations.  Theses patents, patents pending, and devices do not inure in
 any way  to the benefit of the  Company.  Mr. Suzuki holds  four patents in
 the  area of  liquid  crystal  chemistry.   Mr.  Suzuki attended  Roosevelt
 University from 1951 to 1954, where  he studied Chemistry and Bi, Corporate
 Counsel, Secretary and Director.  Mr. Addis  served as President and CEO of
 the Company from March, 1987 to June 30, 1991.  From February 1984 to March
 1987, Mr. Addis served as Vice President - Finance and from October 1985 to
 March 1987, he  served as Secretary.   Mr. Addis resigned as  the Company's
 President, Chief Executive  Officer, Treasurer and Chief  Financial Officer
 effective June  30, 1991.  Mr. Addis is  Corporate counsel, secretary and a
 director of BSI,  and an  officer and  director of FKSI,  affiliate of  the
 Company.   Mr. Addis is a member of the law firm of Katz, Karacic, Helmin &
 Addis,  P.C.,  Chicago,  Illinois.    Mr.  Addis   graduated  from  Andrews
 University with a B.A. in History and Business Administration in June 1978.
 He received his Degree of Juris  Doctor from Baylor University in 1981  and
 his Masters of Laws in taxation from the University of Denver in 1982.  Mr.
 Addis  is  a member  of  the Colorado  Bar  Association,  the Illinois  Bar
 Association and the Texas Bar Association.

 James F. Schembri,  Director.   Mr. Schembri  was elected to  the Board  of
 Directors  on May  29, 1992.   Mr.  Schembri  is the  founder and  has been
 President  for 25 years  of a manufacturers  representative firm, Automatic
 Controls Company,  located in Detroit, Michigan, with  offices in Cleveland
 and Cincinnati,  Ohio, and  Louisville,  Kentucky.    Automatic Controls
 Company is engaged in  the Marketing of industrial  process controls.   Mr.
 Schembri is one of the founders and President of Fenton Systems, of Burton,
 Michigan.  Fenton Systems is a systems integrator in the materials handling
 field.   Mr.  Schembri serves as  Chief Financial  Officer for  both Fenton
 Systems and Automatic  Controls Company.  In addition  to these activities,
 Mr. Schembri  is also  founder and President  of Wickfield  Leasing Company
 which leases  automobiles and office equipment.   Mr. Schembri is  also the
 Vice President and Chief Financial Officer of  Midwest Valve Services.  Mr.
 Schembri is  a director of  Biosynergy, Inc., an affiliate  of the Company,
 Automatic  Controls, Fenton Systems, Wickfield Leasing Company, and Midwest

                                      19

<PAGE>

 Valve Services. Mr. Schembri received his  bachelor of Science Degree  in 
 Mechanical Engineering from University of Detroit in  Relationships Lauane
 C. Addis is the son-in-law of Fred K. Suzuki.

 Involvement in Certain Legal Proceedings - There are no legal proceedings 
 involving any of the officers  or directors, or persons  nominated to  
 become a  director  or executive  officer of  the Company, which are 
 material to an evaluation of the ability or integrity of same.

 Item 11.  Executive Compensation.

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

<TABLE>

                          Summary Compensation Table           
                          __________________________
<CAPTION>
                                                      Long Term
                 Annual Compensation                  Compensation
                                                      Award       
 
 Name and                           Other
 Principal                          Annual                       All Other
 Position     Year  Salary  Bonus   Compensation(1)  Options(#)  Compensation
 __________   ____  ______  _____   ____________     __________  ____________
<S>          <C>    <C>     <C>     <C>              <C>         <C>

Fred K. Suzuki 1997   0      -          -                -             -
President,     1996   0      -          -                -      $   954 (2)
Chairman of    1995   0      -          -                -      $ 1,145 (2)
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)  Fred  K.  Suzuki  received  interest,  accrued  and paid,  aggregating
 $1,145.00 and $1,027.00 during  Fiscal 1995  and  1996, respectively,  due to
 loans made by  Mr. Suzuki to  the Company.   See "Financial Statements  and
 Supplementary Data."
</TABLE>

 All the officers  and directors are  reimbursed for out-of-pocket  expenses
 incurred in  connection with the  Company's business. The directors  of the
 Company are not compensated  in their capacity 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 - All options  and  appreciation rights  granted  to 5 
 directors,  officers, employees,  and  consultants of  the  Company under
 the  Company s Special Incentive Plan  (SIP) expired  as of  October 14,
 1996.   An aggregate  of 400,000 shares  of the  Company's Common Stock 
 were reserved  for issuance under the SIP.   The Board  of Directors 
 extended  the period for  granting options  and appreciation  rights from 
 February 23,  1987 to  December 31, 1989, but no further action was taken 
 to extend the term of the SIP.

 No  options were granted to  the Chief Executive  Officer and 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 1994
 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 the President of the Company.

<TABLE>

                     Aggregated Option Exercises in Last Fiscal Year
                             and Fiscal Year-End Option Values      
                     ________________________________________________
<CAPTION>
                                                                                
                                             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
     ____      ____________  ____________    _____________  _____________
    <S>        <C>           <C>             <C>            <C>
     Fred K. 
     Suzuki,    
     President
     and            -             -          1,499,994/0 (1)          $0/0
     Chairman
     of the         -             -          1,448,917/0 (2 )          $0/0 
     Board 
_______________
<FN>
 (1) On  November 1,  1989, the Company's  Secretary and  Corporate Counsel,
 Lauane C.  Addis, and  President, Fred  K. Suzuki,  agreed to forego  their
 salary in exchange for an option to purchase 83,333 shares of the Company's
 no par  value common stock for each  month they were not paid  salary at an
 option price of $.025 per share.   The market value of the Company's common
 stock on November 1, 1989 was less than $.025 per share.  These options are
 exercisable at any  time after November 1,  1989, and until one  year after
 Mr.  Addis and  Mr. Suzuki,  respectively,  receive all  of their  deferred
 compensation due October 31, 1989, their salary  is reinstated, or they are
 no  longer employed  by  the Company,  whichever  is  latter.   The  option
 provides  for adjustments  to  prevent  dilution in  the  event of  capital
 reorganizations.  Effective April 30, 1991, Mr. Addis and Mr. Suzuki agreed
 to discontinue the accrual of these options.  At April 30, 1997, a total of
 2,999,988 shares were subject to these options granted to Mr. Addis and Mr.
 Suzuki.

 (2) On November 1, 1989, Mr. Suzuki was granted an option to convert all or
 a portion of  his deferred compensation into shares of the Company's no par
 value common stock  at a conversion rate of $.025  of deferred compensation
 per  share.  The market value of  the Company's common stock on November 1,
 1989 was less than $.025 per share.  This conversion can only occur in  the
 event the Company has  sufficient liquid assets  to pay all employee  taxes
 due upon  issuance of the shares.  This  option provides for adjustments to
 prevent dilution  in the event  of capital  reorganization.   At April  30,
 1997,  a total  of 1,448,917  shares  have been  reserved for  Mr. Suzuki's
 option.

                                     21

<PAGE>

 Compensation Committee.  The Company does not have a Compensation Committee
 of its  Board of  Directors.  The  Board of  Directors makes  all decisions
 concerning executive officers  compensation including, but not  limited to,
 the granting of  optiof 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.

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

 The following Table sets forth,  as of April 30, 1997,  certain information
 with respect to Common Stock  Ownership by the Company's directors, certain
 affiliates of the Company,  all officers and directors of the  Company as a
 group, and all  persons known to the Company who beneficially own in excess
 of 5% of  the Company's Common Stock.   Unless otherwise indicated,  all of
 the following persons have sole voting and investment power with respect to
 the Shares they beneficially own.


</TABLE>
<TABLE>

 Name and Address
 (if appropriate)          Number of    Percent of       Relationship
 of Beneficial Owner       Shares       Class            to Company  
 ___________________       _________    __________       _____________
 <S>                       <C>          <C>              <C>
 F.K. Suzuki 
 International, Inc.      17,978,488     55.84%          Owner in
 1940 E. Devon Avenue                                     excess of 5%
 Elk Grove Village, IL                                    of the Company's
  60007  (1,2)                                            Common Stock/
                                                          Affiliate

 Biosynergy, Inc.             130,403       .41%          Affiliate
 1940 E. Devon Avenue
 Elk Grove Village, IL 60007
 (1,2)

 Fred K. Suzuki           18,108,891     56.25%          Beneficial
 710 S. Kennicott Ave.                                   owner in
 Arlington Heights, IL                                   excess of 5%/
  60005 (1,2)                                            Chairman of
                                                         the Board of
                                                         Directors,
                                                         President and
                                                         Treasurer

 Lauane C. Addis          17,989,504    55.87%           Beneficial Owner
 in 1819 Orleans Circle                                  excess of 5%/      
 Elk Grove Village, IL                                   Corporate Counsel,
  60007 (3)                                              Secretary
                                                         and Director

 James F. Schembri             75,250      .23%          Director
 19115 W. Eight Mile Rd.
 Detroit, MI 48219

 All Directors and 
   Officers   
  as a group
  (3 individuals) (4)     18,195,157     56.51%        
 -------------                                                               
 <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, Treasurer and a director of Biosynergy, Inc., of which FKSI owns
 18.81% of the outstanding Common Stock of Biosynergy, Inc.

 (2) Mr. Suzuki personally holds of record no Shares of the Company's Common
 Stock  but  is deemed  to  be beneficial  owner,  by reason  of  voting and
 disposition control, of 18,108,891 shares, which includes 17,978,488 shares
 of  the Company  owned  by FKSI,  of which  Mr. Suzuki  is President  and a
 controlling shareholder, and 130,403 shares  owned by Biosynergy, Inc.,  of
 which Mr.  Suzuki is  President and  F.K. Suzuki International,  Inc. is  a
 18.81% shareholder.  See also, "Stock Options" above.

 (3) In addition to the 11,016 shares directly owned by Mr. Addis, Mr. Addis
 owns  32.7%  of the  outstanding  common stock  of  FKSI.   FKSI  currently
 beneficially  owns  17,978,488 shares  or  55.84% of  the  Company's Common
 Stock, and therefore  Mr. Addis is deemed to be beneficial owner, by reason
 of dispositive and  voting control, of 17,989,504 shares of  the  Company's
 Common Stock.  See also, "Stock Options" above.

 (4)  Does not include up  to 4,448,905 shares which  may be acquired by Mr.
 Suzuki and Mr.  Addis upon exercise of  certain options granted in  lieu of
 salaries.  See "Stock Options" above.

</TABLE>
                                    22

<PAGE>    

 Changes in Control
 __________________

 The Company does not know of any arrangements, the operations 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.  See, however, "Stock Options" above.

 Item 13.  Certain Relationships and Related Transactions.     
           ______________________________________________

 The  Company and  Biosynergy, Inc.  ("BSI"), an  affiliate of  the Company,
 share office  space.  The  companies account to  each other and  charge for
 shared  office expenses on  an on-going basis resulting  in net payables of
 $258,360 at April 30, 1996 and $278,874  at April 30, 1997.  It is believed
 by management  that by  sharing common  areas  and office  space with  BSI,
 expenses will be reduced,  and kept at a  minimum.  It is anticipated  that
 the Company  will continue to share  office space and common  expenses with
 BSI  in  the near  future.   See "Managements'  Discussion and  Analysis of
 Financial Condition and Results of Operations."

 On November 1,  1989, Lauane C. Addis  and Fred K. Suzuki agreed  to forego
 their  salary in exchange  for an option  to purchase 83,333  shares of the
 Company's no  par value  common stock  for each  month they  were not  paid
 salary at an  option price of  $.025 per share.   Mr. Addis and  Mr. Suzuki
 agreed to discontinue  the accrual of these  options as of April  30, 1991.
 In addition to the above,  Mr. Suzuki was granted an option to  convert all
 or a portion  of his deferred compensation aggregating  $36,223 into shares
 of the Company's no par value common stock at a conversion rate of $.025 of
 deferred compensation per share.  See "Stock Options" above.

                                    23

<PAGE>

 Lauane C. Addis, and other members of the law firm of Katz, Karacic, Helmin
 & Addis, P.C.,  perform legal services from  time to time for  the Company,
 including the preparation and  filing of this Report, on a  fee for 
 service basis.   During Fiscal  1997, such fees  totaled $3,745.   
 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  Registrant" and "Security Ownership of
 Certain Beneficial Owners and Management."

 On June  1,  1993,  Fred K.  Suzuki,  President of  the  Company,  advanced
 $7,587.75 to  the Company for payment of the  Company's share of the costs,
 including legal fees, of  settling a lawsuit.  This  loan is due on  demand
 and provides  for interest of 10% per annum.  The costs of the lawsuit were
 shared equally by the Company, Mr. Suzuki, Biosynergy, Inc. and F.K. Suzuki
 International, Inc.  On September 20, 1996, Biosynergy, Inc., an affiliate,
 loaned $3,000 to the  Company for payment of real estate  taxes.  This loan
 provided  for interest at  11.5% per annum  and was repaid  on December 12,
 1996.  See "Management s Discussion and Analysis of Financial Condition and
 Results of Operation."

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


                                   Part IV       
                                   _______

 Item 14.  Exhibits, Financial Statement, Schedules and Reports on Form
           8K.
           _______________________________________________________________

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

 (a) (1) Financial Statements:    
         ____________________

 Balance Sheets as of 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 fiscal years ending April
 30, 1995, 1996 and 1997.

 Statements of  Cash Flows for the 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 ended  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.

                                    24

<PAGE>


 Schedule XI - Real Estate and Accumulated Depreciation - P. S-4.   
 Except as listed above, there are no financial statement schedules 
 required to be filed by Item 8 of this  Form 10K except for those 
 otherwise shown on the financial statements or notes thereto contained
 in this report.

 (b) Reports on Form  8K.  No reports on Form 8K have been filed during
 the last quarter of the period covered by this report. 

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

 3. (a) Articles of Incorporation. (1)
    (b) Bylaws. (2)

 4.  Instruments  Defining   the  Rights  of  Security   Holders,  Including
 Indentures. N/A

 9. Voting Trust Agreement. N/A

10. Material Contracts.

      (a)  Deferred  Compensation  Option Agreement  by  and  between Stevia
 Company, Inc. and Fred K. Suzuki, effective November 1, 1989.(3)

      (b)  Deferred  Compensation  Option Agreement  by  and  between Stevia
 Company, Inc. and Lauane C. Addis, effective November 1, 1989.(3)

      (c) Amendment to Deferred Compensation Option Agreement by and between
 Stevia Company, Inc. and Fred K. Suzuki, effective April 1, 1991.(4)

      (d) Amendment to Deferred Compensation Option Agreement by and between
 Stevia Company, Inc. and Lauane C. Addis, effective April 1, 1991.(4)

      (e) Lease Agreement, dated September  1, 1993, between the Company and
 Pacific Aero Manufacturing, Inc.(5)

      (f) Promissory Note  dated July 1, 1993  payable to Fred K.  Suzuki in
 the amount of $7,587.75.(5)

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

 11.  Statements Regarding Computation of Earnings Per Share.  N/A

 12.  Statements Regarding Computation of Ratios.  N/A

 13.  Annual Report to Security Shareholders.  N/A

 16.  Letter Regarding Change in Certifying Accountants - N/A

 18.  Letter Regarding Changes in Accounting Principals.  N/A

 19.  Previously Unfiled Documents.  None

 22.  Subsidiaries of Registrant.  N/A

 23.   Published  Report Regarding  Matters  Submitted to  Vote of  Security
 Holders.  N/A

                                     25

<PAGE>

 24.  Consent of Experts in Counsel - None.    

 25.  Power of Attorney.  N/A

 26.  Financial Data Schedule . P. E-3

 27.  Additional Exhibits.  N/A

 28.   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  2-87364C,  under  the  Securities  Act of  1933,  as  amended,  and
 incorporated by reference, to  the extent of Articles of Amendment, to Form
 10K for Fiscal  Year ending April  30, 1986 filed  with the Securities  and
 Exchange Commission.

 (2) Incorporated by reference to Form 10K  for Fiscal Year ending April 30,
 1987 filed with the Securities and Exchange Commission.

 (3) Incorporated by reference to Form 10K  for Fiscal Year ending April 30,
 1990 filed with the Securities and Exchange Commission.

 (4) Incorporated by reference to Form 10K  for Fiscal Year ending April 30,
 1991 filed with the Securities and Exchange Commission.

 (5) Incorporated by reference to Form 10K  for Fiscal Year ending April 30,
 1994 filed with the Securities and Exchange Commission.

                                      26

<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, thereunto duly authorized.

 REGISTRANT:  STEVIA COMPANY, INC.


 /S/ FRED K. SUZUKI/S/                   /S/ JULY 25, 1997 /S/
 __________________________________      ______________________
 Fred K. Suzuki, President               Date

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


 /S/ FRED K. SUZUKI /S/                   /S/ JULY 25, 1997 /S/
 ___________________________________     __________________________
 Fred K. Suzuki,                         Date
 Chairman of the Board of Directors,
 President, Treasurer and Chief
 Accounting Officer


 /S/ LAUANE C. ADDIS /S/                  /S/ JULY 25, 1997 /S/
 ___________________________________     __________________________
 Lauane C. Addis, Corporate Counsel,     Date
 Secretary and Director




























                                          27



<PAGE>










                                 STEVIA COMPANY, INC.









                                FINANCIAL STATEMENTS












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























<PAGE>















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


          The accompanying balance  sheets of STEVIA COMPANY, INC.  at April 30,
     1997 and 1996 and the  related statements of operations, shareholders'  
     equity and cash  flows for the  fiscal years ended  April 30, 1997, 1996
     and 1995 were not audited pursuant to Rule 210.3-11 promulgated under 
     the Securities Exchange  Act of  1934; 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.





                                          STEVIA COMPANY, INC.







     July 1, 1997
















                                     F-1

<PAGE>

<TABLE>
                                STEVIA COMPANY, INC.
                                   BALANCE SHEET
<CAPTION>

                                                      April 30,           
                                                ________________________
                                                  1997            1996    
                                                _________      _________
                                                Unaudited (3)  Unaudited (3)
                                                _________      _________
                                                <S>            <S> 
    <C>                               ASSETS
                                      ______

     CURRENT ASSETS
       Cash                                           6,574           1,431
       Accounts Receivable                            9,668           7,339
       Inventories                                   25,323          26,729
       Prepaid Expenses                                   5               5
                                                     _________      _________
         Total Current Assets                        41,570          35,504
                                                     _________      _________

     PROPERTY AND EQUIPMENT (Notes 3 and 4)
       Land                                           1,127           1,127
       Furniture and Equipment                       44,750          44,750
       Building                                     483,200         483,200 
       Idle Facilities and Equipment                121,728         121,728 
                                                    _________      _________
                                                    650,805         650,805
         Less:  Accumulated Depreciation             98,902          83,562
                                                    _________      _________
                                                    551,903         567,243
                                                    _________      _________
                                         
     OTHER ASSETS
       Investment in Affiliated Company (Note 5)        -               -       
       Patents, Net of Accumulated Amortization      13,115          14,675     
                                                    _________      ________
                                                     13,115          14,675
                                                    _________      _________
                                                    606,588         617,423
                                                    =========      =========


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

</TABLE>
                                         F-2

<PAGE> 
<TABLE>
                                                          April 30,      
                                                  ________________________ 
                                                     1997            1996  
                                                  _________      _________   
                                                Unaudited(14)  Unaudited(14) 
                                                  _________      _________
<CAPTION>

                         LIABILITIES AND SHAREHOLDERS' EQUITY

    <C>                                           <S>            <S>
     CURRENT LIABILITIES
       Accounts Payable                                43,849          33,268
       Notes Payable Officer (Notes 5 and 7)            7,588           7,588
        Due to Affiliates (Note 5)                    349,286         328,772
       Accrued Executive Compensation                 124,524         124,524
       Deferred Rent                                      309              56
       Accrued Expenses                                 6,597          11,373
                                                    _________         _______
       
         Total Current Liabilities                    532,153         505,581
                                                    _________         _______

     NON-CURRENT LIABILITIES (Note 3)
       Tenant Security Deposit                          3,245           3,245
                                                    _________         _______

     COMMITMENTS AND CONTINGENCIES (Note 6,10 
       and 11)                                           -               -  
                                                    _________         _______

     SHAREHOLDERS' EQUITY (Notes 5 and 8) 
       Common Stock, No Par Value, 100,000,000
        Shares Authorized as of April 30, 1997 
          and 1996; Issued 32,195,300 Shares at
          April 30, 1997 and 1996                   2,088,001       2,088,001
       Additional Paid in Capital                         100             100
                                                   (2,016,911)    (1,979,504)
                                                    _________       _________
                                                       71,190         108,597
                                                    _________       _________
                                                      606,588         617,423
                                                    _________       _________
                                                    ---------       ---------




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

                                         F-3
                                                                

<PAGE>
<TABLE>

                                 STEVIA COMPANY, INC.     
                               STATEMENT OF OPERATIONS

<CAPTION>
                                            YEAR ENDED APRIL 30,            
                                  ________________________________________
                                       1997           1996          1995  
                                  _____________  _____________ ___________
                                  Unaudited(3)    Unaudited(3) Unaudited(3)
                                  _____________  _____________ ___________
<C>                               <S>            <S>           <S>
   REVENUES
     Sales                                   -             -              - 
  COST OF SALES/OTHER EXPENSES            1,407          1,403         2,936 
                                     ____________   ____________  ___________
    Gross Profit (Loss)                  (1,407)       ( 1,403)      ( 2,936)

   OPERATING EXPENSES
     Marketing                                28          -              - 
     Research and Development              1,561         2,704         3,596  
     General and Administrative           58,035        55,517        58,115
                                     ____________  _____________  ___________
                                          59,624        58,221        61,711 
                                     ____________  _____________  ___________
      (Loss) From Operations            ( 61,031)     ( 59,624)      (64,647)
                                      ____________  _____________  __________

  OTHER INCOME AND (EXPENSE)
     Interest (Expense)                 (  1,536)     (  1,938)      ( 1,897)
     Rental Income                        25,160        24,695        19,473
     Miscellaneous Income                   -            3,348           740  
     Gain (Loss) on Sale of 
     Equipment (Note 3)                      -            -          ( 9,500)
                                     _____________  _____________ ___________
                                          23,624         26,105        8,816 
                                     _____________  _____________ ___________

  NET (LOSS)                            (37,407)       (33,519)     ( 55,831)  
                                     _____________  _____________ ___________
                                     -------------  ------------- -----------

   NET (LOSS) PER COMMON SHARE
      (Note 9)                         ( .001)        (  .001)     (   .002)
                                     _____________  _____________ ___________
                                     -------------  ------------- -----------
 
   WEIGHTED AVERAGE COMMON
   SHARES OUTSTANDING                  32,195,300   32,195,300    32,195,300 
                                     _____________  ____________ _____________
                                     -------------  ------------ -------------
      
<FN>
     The accompanying notes are an integral part of the financial statements.

</TABLE>

                                        F-4

<PAGE>

<TABLE>
                                  STEVIA COMPANY, INC.     
                           STATEMENT OF SHAREHOLDERS' EQUITY
<CAPTION>
                                             
                          Common Stock         
                      _____________________ Addidional
                                            Paid-In       
                     Shares       Amount    Capital      Deficit     Total
                    __________  _________ ___________   _________    _____

 <C>                 <S>        <S>       <S>           <S>         <S>
  BALANCE,
   May 1, 1994       32,195,300  2,088,001      100      (1,890,154)  197,947
                      __________  _________ __________    ___________  _______
    (Unaudited)       ----------  --------- ----------    -----------  -------
    (Note 3)

  NET LOSS               -          -           -         (  55,831) (55,831)
                      _________  ___________ __________   __________ ________

  BALANCE,
  April 30, 1995
   (Unaudited)      32,195,300   2,088,001      100     (1,945,985)  142,116
   (Note 3)         ___________  _________ __________   ___________  _______
                    -----------  --------- ----------   -----------  -------


  NET LOSS              -           -          -        (  33,519 )  (33,519)
   (Unaudited)      __________   _________ __________   ___________  ________
   (Note 3)

 BALANCE,
  April 30, 1996     32,195,300  2,088,001      100     (1,979,504)  108,597
   (Unaudited)       __________  _________ __________   ___________  _______
   (Note 3)          ----------  --------- ----------   -----------  -------
         
 NET LOSS                 -           -         -          (37,407) (37,407) 
                     __________  _________ __________   ___________ ________

  BALANCE,
   April 30, 1997     32,195,300  2,088,001      100     (2,016,911)  71,190
                      __________  _________ __________   ___________ ________
                      ----------  --------- ----------   ----------- --------

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

</TABLE>
                            
          
                                     F-5


<PAGE>
<TABLE>


                              STEVIA COMPANY, INC.             
                            STATEMENTS OF CASH FLOW    

<CAPTION>

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

<C>                                         <S>       <S>       <S>
 OPERATING ACTIVITIES:
  Net Loss                                     ( 37,407) ( 33,519) ( 55,831)
   Adjustments to Reconcile Net Loss to Net
   Cash Used by Operating Activities:            
   Depreciation and Amortization                 15,340    16,483    17,374
   Amortization of Intangibles (Patents)          1,560     1,561     1,561
   (Gain) Loss from Sale of Equipment (Note 3)      -         -       9,500 

  Changes in Operating Assets and Liabilities:
   (Increase) Decrease in Accounts Receivable  (  2,329) (  7,339)      266 
   (Increase) Decrease in Inventories and 
   Prepaid Expenses (Note 3)                      1,406     1,407     2,951
   Increase (Decrease) in Accounts Payable and    
     Accrued Expenses                             6,059     5,375  (    580)
   Increase (Decrease) in Due to Affiliates      20,514    20,763    18,002  
                                                _________ _________ ________
  Net Cash Provided (Used) by Operating 
    Activities                                     5,143    4,731  (  6,757)

 INVESTING ACTIVITIES:
   Proceeds from Sale of Equipment (Note 3)         -         -       8,000  
                                                _________ _________ ________
   Net Cash Provided (Used) by Investing 
     Activities                                     -         -       8,000  
                                                _________ _________ ________

 FINANCING ACTIVITIES:
   Net Proceeds (Repayments) from Notes 
     Payable - Officer                              -    ( 2,986)  (  1,792)
   Net Proceeds (Repayments) from Notes 
     Payable - Other                                -    ( 1,792)     1,792
                                                -------- --------- ----------   
   Net Cash Provided (Used) by Financing 
     Activities                                     -    ( 4,778)       -
                                                _________ _________ _________
 Increase (Decrease) in Cash and Cash 
   Equivalents                                    5,143   (    48)    1,243  
                                                _________ _________ _________
 Cash and Cash Equivalents at Beginning of 
   Year                                           1,431     1,479       236 
                                                _________ _________ _________
 Cash and Cash Equivalents at End of Year         6,574     1,431     1,479 
                                                _________ _________ _________
                                                --------- --------- ---------

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

                                    F-6

<PAGE>


                              STEVIA COMPANY, INC.      
                         NOTES TO FINANCIAL STATEMENTS  
                  YEARS ENDED APRIL 30, 1997, 1996 AND 1995


 1.  Summary of Significant Accounting Policies:

     Inventories -  Harvested crop  inventories are stated  at the  lower of
 cost (determined  by actual specific lot production  cost) or market.  Seed
 inventory is  valued based upon  their year of  original harvest and  their
 expected yield of seedlings capability.

 Components of inventories are as follows:

                                             April 30,      April 30,
                                               1997           1996  
                                             _________      _________
                     Seeds                   $ 18,361       $ 19,768
                     Leaves                     6,962          6,962
                                             _________      _________
                                             $ 25,323       $ 26,730 
                                             _________      _________
                                             ---------      ---------

 Research   and  Development,  and   Patents  -  Research   and  development
 expenditures, including  depreciation of laboratory equipment,  are charged
 to operations as capitalized and amortized over  seventeen years or life of
 the patent on the straight-line method.

 Buildings,  Property and Equipment -  Buildings, property and equipment are
 stated at cost.   Depreciation and amortization are  computed, primarily on
 the straight-line and accelerated methods, over the  estimated useful lives
 of the respective assets.  Repairs and maintenance  are charged to expenses
 as incurred; renewals and betterments which significantly extend the useful
 lives of existing property and equipment are capitalized.

 Deferred  Computer  Software  Charges -  Charges  for  externally purchased
 computer software are shown as deferred charges and are amortized over a 60
 month period from the date put into use.

 Statements  of Cash  Flows  -  In accordance  with  Statement of  Financial
 Accounting Standards No.  95, issued in November, 1987,  Statements of Cash
 Flows are presented in place of Statement of Changes in Financial Position.

 2.  Company Organization and Description:

 Stevia  Company, Inc.  was incorporated  under  the laws  of  the State  of
 Illinois on November 22, 1976.

 The  Company's  primary  purpose  is  to  develop and  manufacture  natural
 products, including sweeteners,  derived from the Stevia  rebaudiana plant.
 However, the Company has been dormant for several years.

                                   F-7

<PAGE>

                            STEVIA COMPANY, INC.

                       NOTES TO FINANCIAL STATEMENTS

                    YEARS ENDED APRIL 30, 1997, 1996 AND 1995

 3.  Property and Equipment:

 In  1986, the Company completed construction of  a building for a sweetener
 production facility in  Pueblo, Colorado  on a  parcel of  land (25  acres)
 acquired by the  Company.  The net  price for construction of  the building
 was  $483,200.   The  Company  also  purchased  certain equipment  for  its
 processing facility.  Completion of  the processing facility was terminated
 in 1987 due to lack of funds.  See Footnote 13.

 On September  1, 1993, the Company entered into  a three-year lease for its
 Pueblo, Colorado facility with an unaffiliated third party.  The tenant was
 granted two one-year options and a  first right of refusal to purchase  the
 Pueblo  Colorado facility  in  the  event the  Company  sells or  otherwise
 disposes of the facility.  The lease provides for base rent of $19,473  for
 the  first two  years, $20,466 for  the third  year, $22,394 for  the first
 option year and $23,264 for the second option year. 

 During the fiscal year ending April 30, 1995, the Company sold a portion of
 the  processing equipment  purchased for  use  in the  sweetener production
 facility  for  $8,000.   The  Company realized  a  loss of  $9,500  on this
 transaction.

 4.  Idle Facilities and Equipment:

 During the year ended April 30, 1990, the Company reclassified the building
 and equipment described in Note 3 as  idle facilities.  The carrying values
 of  such idle  equipment  located  at the  Pueblo,  Colorado facility  were
 written down to  the restored and recoverable  values.  As of  September 1,
 1993,  the building  is  no longer  idle (See  Note 3),  and thus  only the
 equipment is carried as idle assets.

 5.  Related Party Transactions:

 The Company was indebted to affiliated companies as follows:

                                          April 30,    April 30,
                                            1997         1996   
                                          _________    _________

       F.K. Suzuki International, Inc.    $ 70,412     $ 70,412
       Biosynergy, Inc.                   $278,874     $258,360
                                          _________    _________
                       Totals             $349,286     $328,772 
                                          _________    _________


                                      F-8
<PAGE>

                               STEVIA COMPANY, INC.

                            NOTES TO FINANCIAL STATEMENTS

                      YEARS ENDED APRIL 30, 1997, 1996 AND 1995


 5.  Related Party Transactions: (Continued)

 As of  April 30, 1997  and 1996,  the Company was  indebted to F.K.  Suzuki
 International, Inc. for the  net amounts due as a result  of an irrevocable
 exclusive  license agreement with F.K. Suzuki International, Inc. described
 in Note 11.

 The  Company shares common offices with  Biosynergy, Inc.  Each company has
 incurred certain  shared office expenses  which have been allocated  to the
 other company.  The Company has not been able to reimburse Biosynergy, Inc.
 on a  regular basis which has resulted in a  net payables at April 30, 1997
 and 1996.   The Company and  its affiliates are related through  Common 
 Stock ownership as follows on April 30, 1997.

                                    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.
  ___________                  _______   __________   _____________   _____

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

 On  July  7, 1983,  Biosynergy, Inc.  (an affiliated  company) successfully
 completed a public offering.  As  part of this public offering the  Company
 exchanged  1,058,181 shares  of its  Common Stock  for 2,000,000  shares of
 Biosynergy, Inc.'s Common  Stock.  The Common  Stock of the Company  had no
 book value  at the time of the exchange; thus, no dollar value was assigned
 to  the  transaction.   The  Company  has  sold 100,000  of  the  shares of
 Bioysnergy, Inc. Common  Stock.  Although  Biosynergy, Inc.'s Common  Stock
 can  be traded  in the  over-the-counter  market, there  is no  established
 public trading market for the shares due to limited and sporadic trades.

                                        F-9

<PAGE>

                               STEVIA COMPANY, INC.

                            NOTES TO FINANCIAL STATEMENTS

                      YEARS ENDED APRIL 30, 1997, 1996 AND 1995


 5.  Related Party Transactions: (Continued)

 In June, 1993, Fred K. Suzuki, President of the Company, advanced $7,587.75
 to the Company for payment of  the Company's share of the costs,  including
 legal fees, of settling a lawsuit.   These costs were shared equally by the
 Company, Mr. Suzuki, Biosynergy, Inc.  and F.K. Suzuki International, Inc. 
 See Note 7. On September  20, 1996, Biosynergy, Inc.; an  affiliate, loaned
 $3,000  to the Company  for payment of  real estate taxes  on the Company's
 property in Pueblo, Colorado.  This Note was repaid on December 12, 1996.  

 6. Lease Commitments:

 The Company shares offices in  Elk Grove Village, Illinois with Biosynergy,
 Inc.   The master lease for these offices expires  January 31, 2001, and is
 in  the name  of Biosynergy,  Inc.   The total  annual base rent  for these
 premises is  $60,500.00  for year  1, $68,199.96  for years  2  and 3,  and
 $69,300.00  for years 4 and 5.  The Company's portion is $9,075.00 for year
 1, $10,230.00 for years 2 and 3, and $10,395.00 for years 4 and 5.

 7. Notes Payable:     Notes Payable - Officer consists of the following:
 .  an unsecured note  dated July 1,  1993 in the original  amount of $7,588
 payable to Fred K. Suzuki, President.   The note is due on demand and bears
 interest at 10% per annum.  The balance due at April 30, 1995 and April 30,
 1996 was $7,588.

 8. Common Stock:

 Common  Stock has  been issued  as  compensation for  services rendered  by
 certain individuals.  These transactions  were recorded at prices estimated
 to approximate the fair value of the stock taking into account restrictions
 which attached to certain shares at the time of issuance.

 The  authorized  capital  stock  of  the Company  is  one  hundred  million
 (100,000,000) shares of no par value Common Stock  and one hundred thousand
 (100,000)  shares of  $100 par  value  Preferred Stock.   The  preferences,
 qualifications, limitations, restrictions and special or relative rights in




                                        F-10

<PAGE>

                               STEVIA COMPANY, INC.

                            NOTES TO FINANCIAL STATEMENTS

                      YEARS ENDED APRIL 30, 1997, 1996 AND 1995

 8.  Common Stock: (Continued)

 respect  to  the Preferred  Stock  are to  be  determined by  the  Board of
 Directors at the  time of their issuance, subject  to limitations set forth
 in the Company's  Articles of Incorporation, as  amended.  As of  April 30,
 1997, no shares of Preferred Stock were outstanding.

 All of the stock options  and stock appreciation rights for 240,000  shares
 of  Common  Stock granted  to  5  advisors,   directors,  officers,
 consultants, employees  and/or former employees  of the  Company under  its
 Special Incentive Plan expired on October  14, 1996.  The Company  reserved
 400,000  shares of its  Common Stock  for this plan.   As permitted  in the
 plan, the Board of Directors extended the  period for granting options from
 February 23, 1987 to  December 31, 1989.  No further  action has been taken
 to extend the term of the plan.

 On  November  1,  1989,  the  Company's Secretary,  Lauane  C.  Addis,  and
 President, Fred K. Suzuki, agreed to  forego their salaries in exchange for
 an option to  purchase 83,333 shares of  the Company's no par  value common
 stock for  each month  they forfeited their  salary at  an option  price of
 $.025 per share.   Accrual of these options was  terminated effective April
 30,  1991.    These options  may  be  exercised until  one  year  after the
 respective optionee receives all deferred  compensation due at October  31,
 1989, the optionee's  salary is reinstated,  or the  optionee is no  longer
 employed by the Company, whichever is  later.  A total of 2,999,988  shares
 are  subject to  the options.    These options  provide for  adjustments to
 prevent dilution in the event of capital reorganizations.

 Mr.  Suzuki was  granted  an option  to convert  all  or a  portion of  his
 deferred  compensation into  shares of  the Company's  no par  value common
 stock  at a conversion  rate of $.025  of deferred compensation  per share.
 Conversion can only occur  in the event the Ccient liquid assets to pay all
 employee taxes  due upon  issuance of  the shares.   A  total of  1,448,917
 shares have been reserved for Mr. Suzuki's option.  The option provides for
 adjustments to prevent dilution in the event of capital reorganizations.

                                       F-11

<PAGE>      







                              STEVIA COMPANY, INC.

                            NOTES TO FINANCIAL STATEMENTS

                      YEARS ENDED APRIL 30, 1997, 1996 AND 1995

 9. Loss per share:

 Net loss per common shares is computed based on the weighted average number
 of shares outstanding during the period.

 10. Agreements, Licenses and Options:

 The Company entered  into an irrevocable  exclusive license agreement  with
 F.K. Suzuki International,  Inc., parent of the  Company, in 1983.   For an
 annual fee  of $75,000,  payment of  which began  in January  of 1987,  the
 Company  received certain  patent and  other  rights owned  by F.K.  Suzuki
 International,  Inc.   Effective May  1,  1988, the  license agreement  was
 amended to provide for a royalty payment of 3% of revenues derived from the
 licensed technology in lieu of a set fee.  No fees accrued for the years 
 ended April 30, 1997, 1996 and 1995.

 11. Income Taxes:

 There  is no  provision  for  income taxes  in  the accompanying  financial
 statements due to the Company's net operating  loss position.  At April 30,
 1997, net operating  loss carry forwards are  available and expire, if  not
 used, as follows:

                            1996         51,092
                            1997        292,440 
                            1998        224,075
                            1999        167,356
                            2000        302,320
                            2001        423,843
                            2002        389,355
                            2003        328,016
                            2004        189,389
                            2005        133,704
                            2006         74,264
                            2007         73,470
                            2008         49,568
                            2009        119,410
                            2010         55,831 
                            2011         33,519 
                            2012         37,407 
                                      __________
                                      $3,064,297
                                      __________
                                      ---------- 


                                      F-12

<PAGE>

                               STEVIA COMPANY, INC.
                           NOTES TO FINANCIAL STATEMENTS
                      YEARS ENDED APRIL 30, 1997, 1996 AND 1995

     11. Income Taxes: (Continued)

     The Company  has adopted  the Statement of  Financial Accounting  Standards
     (SFAS) No. 109, "Accounting for Income Taxes"  as required by SFAS No. 109.
     Due  to the historical  and continued  net operating  loss of  the Company,
     Statement 109 has  no material effect,  if any, on the  Company's Financial
     Statements.    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.

     12.  Management's Plans:

     In  view  of the  fact that  the  Company has  incurred losses  of $37,407,
     $33,519, and  $55,831 for the  years ended April  30, 1997, 1996  and 1995,
     respectively, management of the Company recognizes the Company's ability to
     continue  is contingent  upon the  Company  obtaining financing  so it  can
     commence operations  or acquire alternative operations.  Before the Company
     can realize material 
     operating revenues from its proposed operations, the Company must equip and

     commence operations of a processing facility.  The cost of equipping a 
     processing  facility is  significant,  and  therefore  the  Company's  main
     objective  has  been  to  obtain  financing for  such  purpose.    Although
     Management  of  the  Company  will  continue  to  seek  financing  for  its
     processing  facility, the Company  is also actively  pursuing alternatives,
     such as licensing its technology, selling  Stevia Company or its assets, or
     combining Stevia Company  with another enterprise.   Although no agreements
     have been entered into for consummating any such transaction, management of
     the Company believes such a transaction may be forthcoming.

     13.  Unaudited Financial Statements:

     Company's Financial Statements for the  fiscal years ending April 30, 1997,
     1996 and 1995 have not been audited pursuant to Rule 210.3-11 of Regulation
     SX promulgated  under the Securities  Exchange Act of 1934,  which provides
     that an inactive  entity need not submit audited  financial statements with
     reports filed pursuant to the Securities Exchange Act of 1934.  An inactive
     entity is defined as an entity  not having gross receipts from all  sources
     and expenditures for all purposes in excess of $100,000 each, which has not
     purchased or  sold any  of its  own  stock, granted  options therefore,  or
     levied  any assessments  against outstanding  stock  during the  applicable
     fiscal year,  which has had no  material change in business,  including any
     material acquisitions or dispositions of  assets, and which is not required
     to  publish audited  financial statements  by any exchange  or governmental
     authority having jurisdiction.   In the opinion of  Management, the Company
     met the criteria  of an inactive entity  for the fiscal years  ending April
     30, 1995, 1996 and 1997.









                                  F-13 

<PAGE>

<TABLE>

                            STEVIA COMPANY, 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
                        Principal               Value of    Security
        Name of Issuer  Amount of               Each Issue  Issue Carried
        and Title of    Bonds and    Cost of    at Balance  in the
        each Issue      Notes        Each Issue Sheet Date  Balance Sheet(1)
        ________________ __________   __________ __________ _______________
<C>       <S>            <S>          <S>        <S>        <S>
April 30,  Biosynergy,     1,900,000     ---       19,000         ---
   1997       Inc.    
           Common Stock


April 30,  Biosynergy,     1,900,000     ---       19,000         ---
  1996       Inc.     
           Common Stock
 _______________
<FN>
  (1) Balance Sheet caption - Investment in Affiliated Company.

</TABLE>


                                     S-1

<PAGE>
<TABLE>

                                STEVIA COMPANY, INC.  
                                   SCHEDULE V
                         Property, Plant and Equipment
<CAPTION>


                       Balance at   Other Changes    Balance
                                   ________________
                       Beginning   Descrip-          at End
     Classification    of Year     tion      Amount  of Year  Comments
     ______________    ___________ ________  ______  _______  ________
    <C>                <S>         <S>       <S>     <S>      <S>
     Year Ending
     April 30, 1997  
      ______________
      Building        483,200                 ---    483,200
      Land              1,127                 ---      1,127
      Furniture and
       Equipment       44,750                 ---     44,750
      Idle Facilities 121,728        (1)      ---    121,728
                      _______                        _______
         TOTAL        650,805                 ---    650,805
                      _______                        _______
                      -------               -------  -------

     Year Ending
     April 30, 1996
     ______________
      Building        483,200                 ---    483,200
      Land              1,127                 ---      1,127
      Furniture and
       Equipment       44,750                 ---     44,750
      Idle Facilities
       and Equipment* 121,728                 ---    121,728
                      _______                        _______
         TOTAL        650,805                 ---    650,805
                      _______               _______  _______
                      -------               -------  -------
    _______________
<FN>

     (1) Due to sale of equipment.

</TABLE>





                                      S-2

<PAGE>
<TABLE>
                               STEVIA COMPANY, 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
 -----------   ----------- ----------- ----------- ----------- ------- -------
<C>            <S>         <S>         <S>         <S>         <S>     <S>
  Year Ending
  April 30,
   1996    
  ___________
  Building       24,927     15,340       ---                    ---   40,267
  Furniture
   and 
   Equipment     42,152      1,143       ---                    ---   43,295
               ________________________________               ______________
  TOTAL          67,079     16,483       ---                    ---   83,562
               ________________________________               _____   ______
               --------------------------------               -----   ------

 Year Ending
 April 30,
 1997     
 ___________
  Building       40,266    15,340       ---                          55,606
  Furniture
   and
   Equipment     43,296       ---       ---                   ---    43,296
               _______________________________              _______________
  TOTAL          83,562    17,374       ---                   ---    98,902
               _______________________________              _______________
               -------------------------------              ---------------

</TABLE>
        
                                       S-3

<PAGE>
<TABLE>
                              STEVIA COMPANY, INC.      
                                 SCHEDULE XI

                    Initial Cost     Gross      Accumu-       Date of 
                    to company       amount     lated         con-   
                                     at which   deprecia-     struction
                                     carried    tion              
                                     at close                    
                                     of period                   
                      ___________   ___________  _________
                      Buildings     Improve-     Buildings
                      and Land      ments Car-   and Land    
                      improve-      rying costs  improve-
                      ments                      ments Total

Year Ending
April 30,
1996
___________
<C>                  <S>            <S>          <S>        <S>      <S>
 Pueblo 
 Facility              483,200                    483,200   40,267   1986(1) 



Year Ending
April 30,
1997     
___________
 Pueblo
 Facility              483,200                    483,200   55,606    1986(1)
 _______________
<FN>

 (1) Building was placed in service in 1993.
</TABLE>

                                   S-4
<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 fiscal year ending 4/30/97  Commission file Number 0-11718

                     ____________________________________

                             STEVIA COMPANY, INC.
             (Exact name of registrant as specified in charter)

                           1940 East Devon Avenue
                         Elk Grove Village, IL 60007
                               (847) 593-0226

                 (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(g)         Installment Promissory Note dated September 20,   E-1
                   1996, payable to Biosynergy in the amount
                   of $3,000

     27            Financial Data Schedule                           E-3





































<PAGE>