UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended 4/30/11
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
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Commission file number 0-12459
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Biosynergy, Inc.
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(Name of registrant as specified in its charter)
Illinois 36-2880990
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(State or other jurisdiction of I.R.S. Employer
Identification No.)
incorporation or organization)
1940 East Devon Avenue, Elk Grove Village, Illinois 60007
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847)956-0471
Securities registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
registered
NONE NONE
Securities registered under section 12(g) of the Act:
Common Stock, No Par Value
(Title of class)
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes[ ] No[X]
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Act. Yes[] No[X]
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes[X] No[]
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Website, if any, every
Interactive Date File required to be submitted and posted pursuant to
Rule 405 of Regulations S-T (Sec. 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files. Yes[ ] No[ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Sec. 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-
K. [X]
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ]
Non-accelerated filer [ ]
(do not check if a smaller reporting company
Accelerated filer [ ]
Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). Yes[ ] No[X]
The aggregate market value of the voting stock and non-voting stock held
by non-affiliates of the issuer on April 30, 2011 cannot be ascertained
with any certainty because there is no established trading market for the
common stock of the Company.
The number of shares of common stock outstanding on April 30, 2011 was
14,935,511.
No documents have been incorporated by reference in this report except
for certain exhibits and schedules listed in Item 15.
Part I
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Item 1. Business.
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General Development of Business.
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Biosynergy, Inc. (the "Company") was incorporated as an Illinois
corporation on February 9, 1976. The Company was formed primarily for
the purpose of developing, manufacturing, and marketing products utilizing
cholesteric liquid crystals. The Company presently manufactures and
markets disposable medical, laboratory, and industrial thermometric and
thermographic cholesteric liquid crystal devices. The Company also
distributes a heat block manufactured by a third party to specifications
of the Company.
The Company did not enter into any agreements materially affecting its
operations during Fiscal 2011. The Company experienced an increase in
sales of $38,745 or 3.5% in Fiscal 2011. Sales of $1,128,943 in Fiscal
2011 were the highest in the Company's history. The Company realized an
after income tax profit of $96,865 for Fiscal 2011 compared to an after
income tax profit of $73,958 for Fiscal 2010. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations."
The Company did not introduce any new products in Fiscal 2011. The
Company, however, continued its development and review of the proposed
products described in "Thermographic and Thermometric Devices and
Accessories" below.
The Company continued to introduce its products directly to industrial
customers during Fiscal 2011. Although the ultimate results of these
activities are not known, Management believes there is a need for its
products and technology in the industrial markets.
Except as stated above, there were no other significant contracts or
developments with regard to the Company's business during the past fiscal
year.
Financial Information About Industry Segments.
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The Company's revenues were generated from sales of medical and
laboratory products in the medical and laboratory industry segment
during the fiscal years ended April 30, 2011 and 2010. For a description
of these products, see "Narrative Description of Business."
See "Information About Foreign and Domestic Operations and Export Sales".
See also "Selected Financial Data" and "Financial Statements and
Supplementary Data" for the operating profit and loss and identifiable
assets related to the Company's operations in its industry segment.
Narrative Description of Business.
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As described in "General Development of Business", the Company is
presently engaged in the business of developing, manufacturing, and
marketing disposable thermometric and thermographic temperature indicators
and accessories for the medical, laboratory and industrial markets.
The Company is also developing bacteria growth retardant agents. Further
information about the business and proposed products of the Company are
described below.
Thermographic and Thermometric Devices and Other Products.
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During the fiscal year ending April 30, 2011 the Company manufactured
and marketed various medical, laboratory, and consumer thermometric and
thermographic devices and accessories. These products (described below)
were sold to hospitals, clinical end-users, laboratories, and product
dealers.
1. The HemoTemp Core Correlated Blood Monitoring Device
("BMD") is designed to be a human blood bag temperature indicator. Human
blood must be maintained, optimally, at 1-4 degrees Celsius, and not
allowed to exceed 10 degrees Celsius. Since human blood is always in
short supply, it is critical that blood be maintained within these
specifications to avoid loss. HemoTemp BMD monitors the core
temperature of a blood bag from 1-12 degrees Celsius, and replaces the
impractical mercury thermometer susceptible to breakage.
HemoTemp BMD once attached to the blood bag is usable
throughout the life of the blood.
2. HemoTemp II Core Correlated BMD is designed to warn blood
bank personnel whenever the internal temperature of the blood bag has
exceeded approximately 10-11 degrees Celsius HemoTemp II BMD has
an irreversible indicator that is activated when the tag is applied to
the blood bag at approximately 4 degrees Celsius. After being activated,
the irreversible indicator remains blue colored for at least 72 hours if
the blood is kept at 4 degrees Celsius, however, if the blood is warmed
to a temperature of 10 degrees Celsius or above, the indicator will lose
its blue color much more rapidly or the indicator will change color; the
nature and degree of the color change depend on the temperature of the
sample and the time at each temperature. The irreversible indicator will
not return to blue even if the blood is subsequently recooled, indicating
that the blood has been warmed. The reversible portion of the indicator
reversibly monitors temperatures from 1-9 degrees Celsius.
HemoTemp II BMD is non-reusable and must be replaced each
time the blood bag is returned to the blood bank and reissued.
3. HemoTemp II Activator is an electronic, portable block
model heater developed to provide a reliable source of heat necessary to
activate the Company's HemoTemp II BMD. The HemoTemp
II Activator has a thermostatic control to permit precise setting and
continuous control of temperatures in the range for activation of the
Company's HemoTemp II BMD. This device is intended by the Company
to be used with HemoTemp II BMD as a system for blood
monitoring. This device is manufactured by another company to
specifications set by the Company.
4. TempTrend Temperature Indicator ("TI") is primarily used to
monitor the temperature of urine specimens collected for drug testing to
detect fraudulent urine specimens. Most common forms of drug testing
require a urine specimen. However, the test is valid only if a
legitimate urine specimen is collected which has not been altered by the
subject to mask a drug abuse problem. In order to eliminate altered or
fraudulent urine specimens in tests on federal employees, federal
government guidelines require that urine temperature be measured within
four minutes of sample collection, and that the temperature be 90.5-98.9
degrees Fahrenheit. Temperature measurements taken with TempTrend
TI are simply a matter of observing the color illuminated number and
recording the temperature. TempTrendR TI also provides a non-invasive
method of monitoring the actual surface temperature trends of any body
surface where temperature measurement is important, such as near joints
in rheumatoid arthritis and to assess blood circulation.
5. TempTrend II Temperature Trend Device ("TTD") is a second
generation temperature trend device which is correlated to internal body
temperature and provides a non-invasive, readily visible means of
monitoring changes in body temperature. TempTrend II TTD will
reflect oral temperatures such as those taken by glass thermometers.
TempTrend II TTD is used intraoperatively to warn of developing
hyper or hypothermic conditions. The indicator can also be used for
monitoring a patient's temperature during any type of transfusion
procedure.
6. LabTemp 20, LabTemp 40 and LabTemp
60 Surface Temperature Indicators ("STI") are designed to reversibly
indicate the temperature of laboratory materials which require specific
storage or use temperatures. LabTemp 20 STI indicates
temperatures between 0-21 degrees Celsius, LabTemp 40 STI
monitors temperatures between 19-21 and 24-41 degrees Celsius, while
LabTempR 60 STI measures temperatures between 41-61 degrees Celsius.
These thermometers are designed to monitor the temperature and changes
in temperature of hundreds of laboratory chemicals and supplies which
require specific temperature conditions; however, these thermometers
are suitable for temperature measurement of any surface.
7. StaFreez Freeze-Thaw Indicator ("FTI") is a freeze-thaw
indicator which will irreversibly indicate whether frozen material is
warmed to greater than -20 degrees Celsius. Once the frozen product
exceeds -20 degrees Celsius, the liquid crystal indicator will turn from
blue to gray to black, and refreezing the product at a lower temperature
will not bring back the original frozen state color.
8. ThermolyzerLiquid Conductive Cooling/Heating Device is a
small product for providing continuous heating or cooling of medical
fluids which are administered to patients, particularly for patients
undergoing intravenous fluid administration during surgery or post-
operative recovery. The device does not use electricity for heating or
cooling the medical fluids. The heating or cooling is accomplished by
conduction, which is a process for transporting energy in a medium from
one location to another without the involvement of any visible movement.
9. The Company also has the capability of manufacturing on an as needed
basis, specialty products including devices manufactured to the
specification and design of the customer, such as time/ temperature
shipping labels for food products under the trade name FoodGarde
Time/Temperature Indicators and liquid crystal thermometers for general
purpose thermometry. The Company is not currently selling any such
specialty products.
Products Under Development.
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The Company is also developing these other products.
1. The Company is developing certain compounds intended for use as
bacteria growth retardant agents for use in food and other products.
Although these antibacterial compounds are subject to Food and Drug
Administration regulation, they are historically designated as Generally
Recognized As Safe (GRAS). Since there are several unknown factors
regarding efficacy, supply and regulatory requirements, the outcome of
this project cannot be predicted with any certainty at this time.
2. The Company is also investigating production methods for the bacteria
growth retardant compound described in Paragraph 1 above. In this
regard, the Company has developed certain proprietary technology related
to the processing of these compounds. The Company has filed for one
patent related to the processing and manufacture of bacteria growth
retardant compounds for use in food and other products and one patent
related to the use of such compounds (see "Patents and Trademarks").
3. The Company intends to market new irreversible time/temperature
indicators which will be used as shipping labels, and in other forms, for
the frozen food packaging industry (under the tradename
FoodGarde), the pharmaceutical industry, and for other
industries requiring careful monitoring of refrigerated or frozen
materials. The devices will have irreversible color changes at various
temperatures determined to be critical by the end-user. Therefore, a
purchaser, whether an individual consumer or a merchant, will be able to
instantaneously determine the temperature history of the material. These
products will generally be customized to meet the requirements of the
customer. There are currently no contracts for development, manufacture
or sale of any such irreversible time/temperature indicators.
4. The Company has recognized a need exists for a simple, inexpensive
indicator to determine if sensitive materials have been subjected to
freezing temperatures. The Company is continuing its investigation of
the feasibility of such an indicator.
5. The Company is investigating the feasibility of additional products
to systematize the use of its thermometric and thermographic liquid
crystal devices as well as alternative technologies to supplement its
current product line where the Company's current products are not
suitable. The results of such investigations are not available at this
time.
Manufacturing.
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The Company manufactures all of its products except for
the HemoTemp II Activator. This product is manufactured for the
Company by unrelated companies on an as needed basis. Raw materials for
the Company's other products are purchased, but all manufacturing of
these products is performed at the Company's production facility. All
outside manufacturing is done to specifications set by the Company.
There are no commitments or firm agreements for outside manufacturers to
provide products for the Company, and the Company does not anticipate it
will enter into any such agreements in the foreseeable future.
The Company has thirty-five years of experience working with various
liquid crystal formulations, thermometric and thermographic application
methods and the effect of temperature and other factors on degradable
materials. The Company maintains complete records of manufacturing and
quality assurance testing of all of its products in compliance with Food
and Drug Administration ("FDA") regulations. All products are
manufactured according to "good manufacturing practices" ("GMP") for
medical devices.
Marketing and Distribution.
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The Company has traditionally targeted the
medical and laboratory markets. While novel products, such as the
Company's products, enjoy the advantage of no initial competition, they
also initially lack a demonstrated market and acceptance. Furthermore,
cost savings programs and awareness have slowed down the introduction of
new products, particularly in the medical market. As a result, the time
required to achieve acceptance of the Company's medical products is
significantly increased, in Management's opinion.
Although the Company relies on its own sales and distribution efforts for
a portion of its sales, the Company's distributors accounted for a
majority of the Company's net sales in Fiscal 2011. During Fiscal 2011,
Fisher Scientific Company ("Fisher") accounted for 32.9% of the Company's
sales. Cardinal Health, Inc. ("Cardinal") accounted for 26% of Company
sales during Fiscal 2011. Management believes distributors will continue
to be an important part of the Company's sales and distribution system in
the future.
The Company continues to negotiate with various medical and laboratory
product companies for the distribution of its products under private
labels and to introduce its products in the industrial, pharmaceutical
and laboratory markets, the success of which cannot be assured. The
Company is attempting to introduce new products to supplement its current
product line. The Company is also researching products outside the
traditional medical and laboratory markets, the results of which cannot
be predicted at this time.
At the present time, three employees are engaged on a part-time basis in
marketing the Company's products. The Company does not have an outside
sales force. Since the Company markets its products to approximately
7,000 hospitals in the United States, hundreds of laboratories and
industrial end-users in the United States, and thousands of hospitals and
laboratories in foreign countries, it will continue to rely upon the
marketing efforts of independent dealers and sales representatives for
the medical and laboratory markets. The Company directly markets and
sells to industrial customers.
The Company is unaware of its current market share for its medical and
laboratory products.
Sources and Availability of Raw Materials.
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In general, the Company believes its sources and availability of raw
materials and finished products to be satisfactory. Presently, there
are a limited number of domestic manufacturers of liquid crystal
chemicals. Although it is expected that these domestic manufacturers
will continue to supply the raw liquid crystals needed for the production
of the Company's products, which cannot be assured, if industrial
quantities of raw liquid crystals are unavailable from domestic sources,
the Company will need to import these materials from foreign suppliers,
or, as an alternative, manufacture such materials itself. Other
materials and products are currently available from a variety of suppliers.
Patents and Trademarks.
-----------------------
The Company was previously granted or assigned five United States and
four foreign patents relating to liquid crystal technology. All of
these patents have expired. Although these patents
are no longer in effect, management does not believe this will have an
adverse material impact on the Company's operations, revenues or
properties.
The Company was granted a patent, "Liquid Conductive Cooling/Heating
Device and Method of Use", Patent Number US 7,276,046 B1, relating to the
Company's thermolyzer, on October 2, 2007. This patent will expire on
June 6, 2024.
The Company has filed two patents which are pending related to its
products and products under development. One patent entitled "Method of
Producing Eggshell Powder," application number 10/535,779 was filed on
August 4, 2005 replacing provisional patent application number 60/474,175
filed May 29, 2003 and provisional patent number 60/575,336 filed May 27,
2004. The other patent, "Eggshell Antimicrobial Agent and Method of
Use", application number 11/108,584 was filed April 18, 2005 replacing
provisional patent application number 60/638,548 filed December 22, 2004.
The application was published as U.S. Pat. Publication No. 2006/0062857.
The subject of this patent is the Company's bacteria growth retardant
under development. These patent applications are pending review by the
U.S. Patent and Trademark office. See "Products Under Development." It
is uncertain whether the patent pending related to the use of the
bacteria growth retardant will ultimately be approved, or, if approved,
will be approved as currently presented.
The Company will also seek to obtain patents on other products currently
being developed, as appropriate.
The Company has received registered trademark protection on all product
names to date excepting Temp-D-Tek, Tempa-Slide,
FoodGarde, LaproVue and Hemo-Cool. The
Company has retained, however, all the common law rights to the
Termolyzer, Temp-D-Tek, Tempa-Slide,
FoodGarde, LaproVue, and Hemo-Cool
trademarks. Additional trademark registrations will be applied for as
needed.
Although patent and trademark protection is important, the Company
believes no material adverse effects to the Company's operations will
result in the event additional patents and/or trademarks are not
obtained, or, if obtained, such patents and/or trademarks are held to be
invalid. Certain processes and chemical formulas will be maintained only
as trade secrets. Management feels that it will be difficult for
potential competition to analyze or reproduce the secret processes and
formulas without substantial expenditure of capital and resources.
Seasonable Aspect of Business.
-----------------------------
The business of the Company is not seasonal.
Working Capital Items.
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The Company has attempted to conserve working
capital whenever possible. To this end, the Company attempts to keep
inventory at minimum levels. The Company believes that it will be able
to maintain adequate inventory to supply its customers on a timely basis
by careful planning and forecasting demand for its products. However,
the Company is nevertheless required, as is customary in the medical and
laboratory industries, to carry inventory to meet the delivery
requirements of customers and thus, inventory represents a substantial
portion of the Company's current assets.
The Company presently grants payment terms to customers and dealers of 30
days. The Company will not accept returns of products from its dealers
except for change or credit but does guarantee the quality of its
products to the end user.
As of April 30, 2011, the Company had $930,622 of current assets
available. Of this amount, $25,315 represented prepaid expenses, $86,662
was inventory, $150,748 was net trade receivables, and $667,897
represented cash.
Management of the Company believes that it has sufficient working capital
to continue operations for the fiscal year ending April 30, 2012 provided
the Company's sales and ability to collect accounts receivable are not
adversely affected. In the event the Company's sales decrease, the
receivables of the Company are impaired for any reason, or the Company
needs additional capital for its development projects, it may be
necessary to obtain additional financing to cover working capital items
and keep current trade accounts payable, of which there can be no
assurance. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
Major Customers.
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Fisher, the Company's primary independent product
distributor, was directly responsible for 32.9% of the Company's net
sales during the fiscal year ending April 30, 2011. Cardinal, the
Company's other primary distributor, accounted for 26% of the Company's
net sales during the fiscal year ending April 30, 2011. At April 30,
2011, Fisher owed the Company $78,325 and Cardinal owed $26,375. No
other customers accounted for 10% or more of the Company's net sales
during Fiscal 2011. Management believes the loss of these distributors
would materially reduce the revenues of the Company until the Company
could retain, if available, the services of other major product
distributors or the end users serviced by Fisher and Cardinal began
ordering directly from the Company. Management has no reason to believe
that the Company will lose either of these distributors in the
foreseeable future.
Backlogs.
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The Company had no backorders at April 30, 2011 or 2010.
Government Contracts.
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The Company does not have a material portion of
its business that may be subject to renegotiation of profits or
termination of contracts or subcontracts at the election of any
government entity.
Competition.
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The Company has no known commercial competitors of its
blood monitoring devices using liquid crystal technology. The Company's
HEMOTEMP II BMD (blood bag temperature monitor) competes in
the medical market against several functionally similar products.
Management of the Company believes that HEMOTEMP II BMD is
superior because it provides an irreversible monitor with a reversible
monitor to warn the user that blood is approaching an unsafe temperature.
There are no known commercial competitors of the Company's
HemoTemp II Activator.
In the area of laboratory temperature monitoring, a known competitor
supplies reversible and irreversible temperature indicators. In the area
of a food or drink safety indicator, there is no competition known to the
Company that utilizes liquid crystal technology. The Company believes
that the frozen food industry presently uses primarily physical and
organoleptic evaluation (e.g. evaluation of softness, texture, aroma,
taste, and the like), as well as mercury thermometers and temperature
sensitive inks to monitor freshness. Labels containing wax encapsulated
dyes with specific low melting points and capillary action products are
produced by several other companies.
The Company's TempTrend II competes in the medical market
against products produced by several other companies. The Company's
TempTrend competes in the drug testing market, specifically
for monitoring the temperature of urine samples, with several other
companies utilizing liquid crystal and non-liquid crystal technology.
A number of other companies are only involved in the manufacture of
liquid crystal raw materials and do not directly compete with the Company
for sale of medical, industrial or consumer products. Mercury and
electronic thermometers are used in several competitive applications.
They are generally more costly, non-disposable or not usable in most
applications where liquid crystal thermometry and temperature indicators
are utilized.
Many of the Company's competitors may have greater financial and other
resources than the Company. The Company's ability to compete depends on
its ability to design, manufacture and sell high quality products as well
as its ability to develop new products and functionality that meet
evolving customer requirements.
Research and Development.
--------------------------
During Fiscal 2011 and 2010, the Company spent $97,076 and $96,884,
respectively, on Company-sponsored research and development activities.
All expenditures for research and development are expensed currently
with the exception of significant equipment and set-up charges which
are capitalized and depreciated or amortized over their estimated
useful life.
The Company is conducting research and development of products discussed
under "Products Under Development." In this regard, the Company may
require financing to complete the development of these products. The
success of the Company in obtaining financing for research and
development may largely determine whether the Company will be able to
continue the research and development for such products. Management
believes the Company has sufficient working capital for anticipated
research and development for the ensuing year.
Government Regulations.
-----------------------
The Company does not currently plan to market diagnostic or therapeutic
products which are subject to stringent United States Food and Drug
Administration (FDA) review and pre-market approval in the near future,
although some of the products under review, such as the bacteria growth
retarding compound, may require pre-clearance by the FDA or other
government agencies. Present medical products of the
Company are classified by the FDA as Class I or Class II. These are
subject only to general regulations requiring that manufacturers adhere
to certain guidelines to provide reasonable assurance of utility, safety,
and effectiveness. These guidelines include labeling requirements,
registration with the FDA as a manufacturer, listing of devices in
commercial distribution with the FDA, notification to FDA of devices
proposed to be marketed, conformance to specified current good
manufacturing practices in the manufacture of the devices, conformance to
certain record-keeping requirements, and, in the case of Class II
devices, conformance to certain performance standards. At the present
time, the Company believes that it is in compliance with regulations set
forth by the FDA.
Information About Foreign and Domestic Operations and Export Sales.
-------------------------------------------------------------------
The Company had export sales of $29,581 during the last fiscal year, and
export sales of $32,790 during the fiscal year ending in 2010. The
Company also believes that some of its medical devices were sold to
distributors within the United States who resold the devices in foreign
markets. However, the Company does not have any information regarding
such sales, and such sales are not considered to be material.
The Company does not rely on any foreign operations other than its
dealers and marketing representatives in their respective marketing
areas. See "Marketing and Distribution." It is not anticipated export
sales will be material to operating revenues or income of the Company.
Foreign sales are contingent upon, among other factors, foreign trade
regulations, value of the United States Dollar and, where required,
government approval of the Company's products including CE Marketing
requirements.
The Company is exposed to risks generally attendant to foreign
operations, including but not limited to, trade restrictions, tariffs,
embargos, foreign war and unrest and competition from foreign and
domestic producers. Management believes the partial or total loss of
foreign operations would not have a material impact on the Company's
financial condition or results of operations.
Environmental Protection Expenditures.
--------------------------------------
The Company's operations are not subject to any federal, state or
local laws regulating the discharge of materials into the environment
which materially affect earnings or the competitive position of the
Company, although the Company is subject to such laws. There were no
material capital expenditures made during the last fiscal year to
comply with such laws, nor are any such expenditures anticipated for
Fiscal 2012.
Employees.
----------
The Company presently has four full-time employees comprised
of the President (who also presently serves as the Director of Marketing
and Technical Operations), and three Vice Presidents. The Company also
has several part-time employees in the production department when needed
and one part-time employee in the marketing department.
Website.
--------
The Company maintains a Website at www.biosynergyinc.com. The
Company makes available on its Website free of charge its annual report
on form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K
and amendments to those reports filed or furnished pursuant to Section
13(a) or 15(d) of the Exchange Act (15 U.S.C. 78m(a) or 78o(d)). The
Company will provide electronic or paper copies of its filings free of
charge upon request.
Reports to Shareholders.
------------------------
The Company is not required to deliver annual
reports to its shareholders. Historically, the Company has not delivered
annual reports to its shareholders and does not intend to do so this
year. However, all written material filed with the Securities and
Exchange Commission may be read and copied at the Securities and Exchange
Commission's Public Reference Room at 450 5th Street, N.W., Washington,
D.C. 20549. Such information may also be obtained from the Public
Reference Room by calling 1-800-SEC-0330 or by visiting the Securities
and Exchange Commission's internet site at www.sec.gov. You may obtain
copies of this Annual Report and other reports filed with the Securities
and Exchange Commission by contacting the Company at 1940 East Devon
Avenue, Elk Grove Village, Illinois 60007, telephone number 847-956-0471.
See also "Website" above.
Item 2. Properties.
----------
The Company's production facilities, research facilities, and
administrative offices are located at 1940 East Devon, Elk Grove Village,
Illinois 60007, in a 10,400 square foot facility leased from an
unaffiliated third party. The lease for these facilities expires on
April 30, 2015.
A majority of the Company's Elk Grove Village facility is currently in
use; however, Management believes this facility is adequate for its needs
in the foreseeable future. Located at the Company's facility is
equipment utilized for research, development, and manufacturing of the
Company's products.
The Company does not as a matter of policy invest in any derivative
financial instruments or any other instruments as securities which are
subject to market fluctuations which could adversely affect the financial
condition or operations of the Company. The Company does not invest in
real estate, mortgages or in entities owing or investing in real estate.
Item 3. Legal Proceedings.
------------------
There is no material litigation threatened or pending against the Company
or any of its properties.
Item 4. (Removed and Reserved).
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities.
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Market Information.
------------------
Although the common stock of the Company is traded
in the over-the-counter market, there is no established public trading
market due to limited and sporadic trades. Information regarding these
trades is compiled by the Stock Section of the National Daily Quotation
Service ("Pink Sheets") and selected broker-dealers trading such common
stock.
Holders.
--------
As of April 30, 2011, there were approximately 789 shareholders
of record of the Company's common stock.
Dividends.
----------
The Company has never declared any dividends and does not
intend to do so until such time as the Company sustains a profitable
status and has provided for all of its capital requirements.
Common Stock for Issuance Under Equity Compensation Plans.
----------------------------------------------------------
As of April 30, 2011, the Company has no outstanding equity compensation
plans and otherwise has no obligation to issue or sell stock pursuant
to an option or similar agreement.
Item 6. Selected Financial Data.
------------------------
The registrant is not required to furnish any information in this Item.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
-------------------------------------------------
Net Sales.
----------
Net sales for the fiscal year ending April 30, 2011 were
$38,745, or 3.5%, higher than the previous fiscal year. The increase in
sales during Fiscal 2011 was primarily due to increased sales of the
Company's HemoTemp and HemoTemp II blood
temperature indicators. The Company experienced an increase of $26,190,
or 2.58%, in sales of its HemoTemp II product in Fiscal 2011
as compared to Fiscal 2010, and an increase of $13,174, or 70.9%, in
sales of its HemoTemp product. The increase in net sales of
the HemoTemp II product and HemoTemp product is a
result of price increases as well as an increase in unit sales volume
during Fiscal 2011.
Other Revenues.
----------------
Interest income for Fiscal 2011 was $3,651 less than
fiscal 2010 due to a decrease in the interest rate paid on investments.
At April 30, 2010, the Company had invested $100,000 in a certificate of
deposit dated April 22, 2010, with a maturity date of January 22, 2011,
at an interest rate of .5% APY. During Fiscal 2010, the Company
maintained a money market account which received an interest rate between
.15% and .34% APY. The Company also realized $1,921 in miscellaneous
income from subleasing a portion of the Company's storage space during
Fiscal 2011 and $1,920 in miscellaneous income from such subleasing in
Fiscal 2010.
Costs and Expenses.
--------------------
Overall operating costs and expenses for the fiscal
year ending April 30, 2011 decreased by $28,237 compared to the fiscal
year ending in 2010. The decrease in operating costs and expenses for
Fiscal 2011 was generally related to a decrease in legal and accounting
expenses. With the exception of the above expenses, the overhead of the
Company has remained substantially constant. In order for the Company to
continue without materially altering its present operations, the overall
operating costs and expenses for the ensuing fiscal year are expected to
be similar to or slightly higher than those of the last fiscal year.
Cost of Sales.
--------------
As a percentage of net sales, the cost of sales was
30.34% for the fiscal year ending April 30, 2011 and 28.86% for the
fiscal year ending April 30, 2010. This increase in cost of sales as a
percentage of net sales is primarily due to increases in the cost of
chemicals during the comparative time periods. The Company expects that
the cost of sales as a percentage of net sales will remain relatively
stable over the next fiscal year in the absence of a material change in
unit sales volume or an increase in cost of raw materials.
Research and Development Expenses.
------------------------------------
Research and development expenses increased during the fiscal year ending
in 2011 by $192 or .19%, as compared to the fiscal year ending in 2010.
The overall increase from Fiscal 2010 is due to increases in employee
costs, offset by a decrease in the cost of laboratory supplies.
The Company is investigating several new products including certain compounds
for use in food and other products as antibacterial agents and research
intended to improve the Company's current product line. These development
expenses have remained substantially constant for the past three years.
There is insufficient information available to determine the extent to
which the Company will be required to allocate its resources to the
continued development of these products. See "Narrative Description of
Business - Products Under Development."
Marketing Expenses.
-------------------
The Company's marketing expenses were $153,795 in
2011 as compared to $152,968 for the fiscal year ending in 2010. The
increase for Fiscal 2011 was primarily due to an increase in employee
costs offset by a decrease in product advertising costs. The Company will
continue to increase its marketing activities as resources became
available which management believes is necessary to continue the
Company's growth.
General and Administrative Expenses.
------------------------------------
The Company's general and
administrative costs decreased by $29,256 as compared to the 2010 fiscal
year. The decrease was primarily the result of decreases in accounting
fees and legal fees. Except for unforeseen extraordinary items,
increases to employee compensation associated with the Company's 401(k)
plan and formal bonus plan, and normal increases in employee
compensation, it is unlikely general and administrative expenses will
materially change during Fiscal 2012.
Net Income/Loss.
-----------------
The Company experienced a net after-tax profit of
$96,865 for Fiscal 2011 as compared to a net after-tax profit of $73,958
for Fiscal 2010. The overall increase in profitability of the Company is
due to increased sales and decreased accounting and legal fees during
Fiscal 2011. See discussion of various expenses above.
Assets.
--------
Since April 30, 2010, the Company's assets have increased by
$96,001. This increase is primarily due to increased cash resulting from
the Company's profit position. Other changes in specific items do not
reflect transactions outside the ordinary course of business. See also
"Related Party Transactions" below.
Related Party Transactions.
----------------------------
The Company was owed $19,699 by F.K. Suzuki International, Inc. ("FKSI"),
an affiliate, at April 30, 2011 and 2010 in connection with past shared
common expenses. These expenses include certain office expenses,
general operating expenses and legal fees incurred in the ordinary course
of business. See "Financial Statements." No interest is received or
accrued by the Company. Collectibility of the amounts due from FKSI
cannot be assured without the liquidation of all or a portion of its
assets, including a portion of its common stock of the
Company. As a result, $19,699 of the amount owed by FKSI to the Company
was reclassified as a reduction of FKSI's capital in the Company.
Lauane C. Addis, Secretary and Director of the Company, is a member of
the law firm of Stahl Cowen Crowley Addis LLC. Mr. Addis has represented
the Company with respect to the preparation and filing of this Report.
Mr. Addis, and other members and associates of Stahl Cowen Crowley Addis
LLC, perform other legal services for the Company from time to time, and
it is anticipated such services will be performed by Mr. Addis and other
members and associates of Stahl Cowen Crowley Addis LLC, in the future.
During Fiscal 2011, the Company paid $25,403 in legal fees to Stahl Cowen
Crowley Addis LLC, some of which inured to the benefit of Mr. Addis in
the form of distributions from the law firm.
Liabilities.
-------------
The Company's current liabilities have increased by $11,072
since April 30, 2010. This increase is primarily due to ordinary
fluctuations in operations. The increase does not represent any
material change in the financial status or operations of the Company.
See also "Assets" and "Liquidity and Capital Resources."
Current Assets/Liabilities Ratio.
---------------------------------
The ratio of current assets to current liabilities, 15.05 to 1, has
decreased from 16.45 to 1 at April 30, 2010.
The decrease in ratio of current assets to current liabilities is a
result of an increase in current accrued compensation and vacation due to
normal business cycle fluctuations. In order to maintain the Company's
asset/liability ratio, the Company's operations must remain profitable.
Liquidity and Capital Resources.
---------------------------------
During the fiscal year ending April 30, 2011, the Company had an increase
in net working capital of $84,929. The increase in net working capital
is primarily due to the Company's realizing a profit in Fiscal 2011.
The Company has attempted to conserve working capital whenever possible.
To this end, the Company attempts to keep inventory at a minimum level.
The Company believes that it will be able to maintain adequate inventory
to supply its customers on a timely basis by careful planning and
forecasting demand for its products. However, the Company is
nevertheless required to carry sufficient inventory to meet the delivery
requirements of customers and thus, inventory represents a substantial
portion of the Company's current assets.
The Company presently grants payment terms to customers and dealers of 30
days. Although the Company experiences varying collection periods of its
account receivable, the Company believes that uncollectible accounts
receivable will not have a significant effect on future liquidity.
Cash provided by operating activities was $180,177 during Fiscal 2011.
Cash provided by operating activities was $66,032 during Fiscal 2010. An
aggregate of $61,151 was also provided by redemption of the Company's
short term investments, equipment purchases/disposal and capitalized
patent costs during Fiscal 2011. Except for operating capital, limited
equipment purchases/disposal, and patent expenses, Management is not
aware of any other material capital requirements or material
contingencies for which it must provide.
As of April 30, 2011, the Company had $930,622 of current assets
available. Of this amount, $25,315 was prepaid expenses, $86,662 was
inventory, $150,748 was net trade receivables, and $667,897 was cash.
The Company's cash flow from operations is considered adequate to fund
the short-term operating capital needs of the Company. However, the
Company does not have a working line of credit, and does not anticipate
obtaining a working line of credit in the near future. Thus there is a
risk additional financing may be necessary to fund long-term operating
capital needs of the Company if the Company does not remain profitable.
Effects of Inflation.
----------------------
With the exception of inventory, labor costs and product sales prices
increasing with inflation, inflation has not had a material effect on
the Company's revenues and income from continuing operations in the
past three years. Inflation is not expected to have a material effect
on the Company's revenues or income in the foreseeable future.
Critical Accounting Policies and Estimates.
-------------------------------------------
On December 12, 2001, the SEC issued FR-60 "Cautionary Advice Regarding
Disclosure About Critical Accounting Policies." FR-60 is an intermediate
step to alert companies to the need for greater investor awareness of
the sensitivity of financial statements to the methods, assumptions,
and estimates underlying their preparation, including the judgments and
uncertainties affecting the application of those policies and the
likelihood that materially different amounts would be reported under
different conditions or using different assumptions.
The Company's significant accounting policies are disclosed in Note 2 to
the Financial Statements for the year ending April 30, 2011. See
"Financial Statements." Except as noted below, the impact on the
Company's financial position or results of operation would not have been
materially different had the Company reported under different conditions
or using different assumptions. The policies which may have materially
affected the financial position and results of operations of the Company
if such information had been reported under different circumstances or
assumptions are:
Use of Estimates - Preparation of financial statements and conformity
with accounting principals generally accepted in the United States of
America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities as of the date of the Financial
Statements and the reported amounts of revenues and expenses during the
reporting period. The financial condition of the Company and results of
operations may differ from the estimates and assumptions made by
management in preparation of the Financial Statements accompanying this
report.
Allowance for Bad Debts - The Company periodically performs credit
evaluations of its customers and generally does not require collateral to
support amounts due from the sale of its products. The Company maintains
an allowance for doubtful accounts based on its best estimate of accounts
receivable.
Fair Value of Assets, Liabilities and Expenditures - In September 2006,
FASB issued SFAS 157, "Fair Value Measurements", now ASC 820, "Fair Value
Measurements and Disclosures" (ASC 820). ASC 820 defines fair value as
the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants as of the
measurement date, establishes a framework for measuring fair value and
expands disclosures about fair value measurements. ASC 820 also
establishes a fair value hierarchy that prioritizes information used in
developing assumptions when pricing an asset of liability. ASC 820
became effective for the Company beginning in fiscal year 2009. The
Company's adoption of ASC 820 did not have a significant effect on the
Company's financial position or results of operations.
Forward Looking Statements.
---------------------------
This report may contain statements which, to the extent they are not
recitations of historical fact, constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act"). Such forward-looking statements involve risks
and uncertainties. Actual results may differ materially from such
forward-looking statements for reasons including, but not limited to,
changes to and developments in the legislative and regulatory environments
effecting the Company's business, the impact of competitive products
and services, changes in the medical and laboratory industries caused by
various factors including level of reimbursement by insurance companies
and Medicare and Medicaid agencies, and other factors as set forth in
this report. Thus, such forward-looking statements should not be relied
upon to indicate the actual results which might be obtained by the
Company. No representation or warranty of any kind is given with respect
to the accuracy of such forward-looking information. The forward-looking
information has been prepared by the management of the Company and has
not been reviewed or compiled by the Company's independent public
accountants.
Item 7A. Quantitative and Qualitative Disclosures About Market
Risk
-----------------------------------------------------
The Company has not entered into any transactions using derivative
financial instruments, nor has the Company invested in any instruments or
securities which are subject to market fluctuations which could adversely
affect the financial condition or operations of the Company.
Item 8. Financial Statements and Supplementary Data.
-------------------------------------------
The financial statements required by this item are filed as a part of
this report as described in Item 15.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
------------------------------------------------
The Company retained the services of Frank L. Sassetti & Co. (now known
as Sassetti, LLC) to audit the Company's annual financial statements as
of April 30, 2011 and 2010, and to review the Company's quarterly
statements. No accountants of the Company were dismissed or resigned
during the past two years. There have been no disagreements with the
Company's accountants regarding accounting matters or financial
disclosure.
Item 9A. Controls and Procedures.
-----------------------
The Company has established and maintains disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange
Act) which are controls and other procedures of the Company that are
designed to ensure that information required to be disclosed by the
Company in the reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed by the Company in the
reports that it files or submits under the Exchange Act is accumulated
and communicated to the Company's management, including its Chief
Executive Officer and Chief Accounting Officer, or persons performing
similar functions, as appropriate to allow timely decisions regarding
required disclosure. The Company's Chief Executive Officer and Chief
Accounting Officer have evaluated the effectiveness of the Company's
disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) of the Exchange Act) as of the end of the period covered by
this report. Based upon that evaluation, the Company's Chief Executive
Officer and its Chief Accounting Officer have concluded that the
Company's disclosure controls and procedures were effective.
(a) Management's Annual Report on Internal Control Over Financial
Reporting.
(1) Management of the Company is responsible for establishing and
maintaining adequate internal control over financial reporting (as
defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) for the
Company. The Company maintains processes designed by, or under the
supervision of the Company's management, including but not limited to the
Company's Chief Executive Officer and its Chief Accounting Officer, or
persons performing similar functions, and effected by the Company's board
of directors, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance
with generally accepted accounting principles including policies and
procedures that: (i) pertain to the maintenance of records that in
reasonable detail accurately and fairly reflect the transactions and
disposition of the assets of the Company; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the issuer
are being made only in accordance with authorization of management and
directors of the Company; and (iii) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use
or disposition of the Company's assets that could have a material effect
on the financial statements.
(2) The Company has an Audit Committee that meets periodically with
management to review the manner in which they are performing their
responsibilities and to discuss auditing, internal accounting controls
and financial reporting matters. It is the opinion of the Audit
Committee that the Company's internal control over financial reporting is
effective. The internal control over financial reporting is augmented by
qualified personnel and is evaluated on a periodic basis. The evaluation
is essentially an audit of the controls and procedures (and risk factors
related to them) which was developed by the Company utilizing the
framework proscribed by the committee of Sponsoring Organizations of the
Treadway Commission (COSO) in Internal Control - Integrated Framework.
(3) Prior to the date of filing this Form 10-K, the Company carried out
an evaluation, under the supervision and with the participation of the
Company's management, including the Company's Chief Executive Officer and
the Company's Chief Accounting Officer, of the effectiveness as of the
end of the Company's fiscal year ending April 30, 2011 of the Company's
internal control over financial reporting pursuant to Exchange Act Rule
13a-15(c). Based upon that evaluation, the Company's Chief Executive
Officer and the Company's Chief Accounting Officer conclude that the
Company's internal control over financial reporting is effective.
(4) This Annual Report does not include an attestation report of the
Company's registered public accounting firm regarding internal control
over financial reporting. Management's report was not subject to
attestation by the Company's registered public accounting firm pursuant
to rules of the Securities and Exchange Commission that permit the
Company to provide only management's report in this Annual Report.
(b) There have been no changes in the Company's internal control over
financial reporting during the Company's Fiscal Quarter ending April 30,
2011 that have materially affected or are likely to materially affect the
Company's internal control over financial reporting.
Item 9B. Other Information.
-----------------
No information was required to be disclosed by the Company on Form 8-K
during the fourth quarter of the year covered by this Annual Report.
Part III
The information contained in items 10, 11, 12, and 13 is the same
information to be included in the Registrant's definitive proxy
statement, if any, to be filed with the Commission, and is included
herein for convenience only.
Item 10. Directors, Executive Officers and Corporate Governance.
------------------------------------------------------
The executive officers and directors of the Company are:
Served in Office
Name Age Positions with Company Since
-------------------- ----- -------------------------- -----------------
Fred K. Suzuki 81 President, Chief February, 1976
Executive Officer,
Director of Research and
Development,
Director of Marketing
and Sales, and Chairman
of the Board of Directors
Mary K. Friske 51 Vice President - September, 1993
Administration,
Manager of Sales
Laurence Mead 49 Vice President - April, 1994
Manufacturing and
Development, Chief
Operating Officer, Chief
Financial Officer, Chief
Accounting Officer, and
Treasurer and
Manager of Product
Development
Beverly R. Suzuki 76 Vice President - Customer June, 2005
Service
Lauane C. Addis 55 Corporate Counsel, February, 1984
Secretary and December, 1985
Director February, 1987
James F. Schembri 76 Director November, 1990
------------------------------
Mr. Suzuki did not serve as President from August 1982
through February 1983. Prior to October, 1984, Mr. Suzuki
served as Treasurer of the Company, and was once again appointed
Treasurer on June 30, 1991.
As an incentive for his investment in the Company, the Board of Directors
agreed to nominate James F. Schembri as a candidate for election to the
Board of Directors of the Company. Other than the foregoing, there are
no arrangements or understandings between any of the directors or
officers of the Company and any other person pursuant to which any
director or officer was or is to be selected as a director or officer.
The term of office for the members of the Board of Directors extends to
the next regular meeting of shareholders or until they resign and until
their successors are duly elected. The term of office for the officers
of the Company extends until they resign, are not re-elected by the Board
of Directors, or are otherwise replaced by the Board of Directors of the
Company.
Family Relationships.
---------------------
Lauane C. Addis is the son-in-law of Fred K. Suzuki. Beverly R. Suzuki
is the spouse of Fred K. Suzuki. Otherwise, there is no family
relationship between any director, executive officer,
or person nominated or chosen by the Company to become a director or
executive officer.
Involvement in Certain Legal Proceedings. None of the officers or
directors are or have been involved in any legal proceedings which are
material to an evaluation of the ability or integrity of same.
Business Experience. Certain information regarding the business
experience of the directors, officers, significant employees and
consultants of the Company are set forth below:
FRED K. SUZUKI, Jr., Chairman of the Board, President, Chief Executive
Officer, Director of Research and Development and Director of Marketing
and Sales. Mr. Suzuki is founder of the Company and has served as
President of the Company since its inception in 1976 to August 1982 and
from February 1983 to the present. He has served as Chairman of the
Board of Directors of the Company since its inception to the present, and
as Treasurer from its inception to October, 1984 and from July, 1991
until June, 2008. Mr. Suzuki is also President and Chairman of the Board
of Directors of F.K. Suzuki International, Inc. ("FKSI"), and President
and Chairman of the Board of Directors of Medlab Products, Inc.
("Medlab"), affiliates of the Company. Mr. Suzuki is the sole owner,
President and Director of Suzuki International, Inc. ("SI"). Mr. Suzuki
also served as President and Chairman of the Board of Directors of Stevia
Company, Inc. ("Stevia") until its dissolution on April 16, 1999. FKSI
is a holding company of Medlab and the Company, and was a holder of a
majority of the common stock of Stevia until its dissolution. As such,
it has no other business operations. See "Security Ownership of Certain
Beneficial Owners and Management." Medlab is a dormant company,
organized to develop, manufacture, and market scientific products.
Stevia was a development company in the business of developing,
manufacturing, and marketing natural sweeteners and other products
derived from Stevia rebaudiana plant. SI is in the business of marketing
various products. Mr. Suzuki has developed several patents or patents
pending for clinical instruments and has licensed them to unaffiliated
corporations. These patents do not inure to the benefit of the Company.
Mr. Suzuki has developed several patents in the area of Diterpene
glycosides chemistry derived from the Stevia rebaudiana plant. Mr.
Suzuki also holds patents in the area of liquid crystal chemistry. Mr.
Suzuki attended Roosevelt University from 1951 to 1954, where he studied
Chemistry and Biology.
MARY K. FRISKE, Vice President - Administration and Manager of Sales.
Ms. Friske joined the office staff in July, 1983. Ms. Friske served as
an Executive Secretary for several years and was promoted to Office
Manager in 1989. In September, 1993, Ms. Friske was appointed Vice
President - Administration and Manager of Sales. Ms. Friske received her
Bachelor of Science degree in May, 1981 from Eastern Illinois University
where she majored in Personnel Management.
LAURENCE MEAD, Chief Operating Officer, Chief Financial Officer, Vice
President - Manufacturing and Development, Chief Accounting Officer,
Treasurer, Manager of Product Development and Director. Mr. Mead joined
the production department of the Company in 1980, and has served as the
Company's Production Manager since 1984. In April, 1994, Mr. Mead was
appointed Vice President - Manufacturing and Manager of Financial and
Product Development. Mr. Mead was appointed to the Company's Board of
Directors in June, 2006. Mr. Mead received his Bachelor of Science
degree in August, 1992 from Roosevelt University where he majored in
Accounting.
BEVERLY R. SUZUKI, Vice President - Customer Service. Mrs. Suzuki was
elected to the office of Vice-President - Customer Service on June 20,
2005. Mrs. Suzuki served the Company as a sales representative from 1993
through 2000 promoting the Company's products directly to end users. In
2000, Mrs. Suzuki was promoted to the position of research
associate/sales liaison. During this time, Mrs. Suzuki assisted both in
research and product production development as well as continuing with
her marketing and sales responsibilities. Mrs. Suzuki's extensive
experience in sales and customer service includes serving as a sales
representative for Computer Services Bull, H.N. from 1992 to 1993,
serving as a sales representative for Honeywell, Inc. from 1984 to 1991,
and serving as human resources assistant for UOP, Inc. from 1970 to 1983.
Mrs. Suzuki attended DePaul University from 1963 to 1966 and again from
1978 to 1979. Mrs. Suzuki also completed course work at William Rainey
Harper College during 1983 and 1984.
LAUANE C. ADDIS, Secretary and Director. Mr. Addis is currently a member
of the law firm Stahl Cowen Crowley Addis LLC, Chicago, Illinois. Mr.
Addis served the Company from February, 1984 to December, 1985 as its
Vice President - Finance and Chief Financial Officer. From December,
1985 thru June, 1991, Mr. Addis also served as Executive Vice President,
Chief Operating Officer, Chief Financial Officer, and Treasurer of the
Company. Mr. Addis is the Secretary FKSI, an affiliate of the Company.
Mr. Addis is also a member of the board of directors and Vice President
of Northwest Suburban Day Care Center, a non-profit organization which
provides child day care services for low-income and indigent persons.
Mr. Addis graduated from Andrews University with a B.A. in History and
Business Administration in June, 1978. He received his Doctor of
Jurisprudence from Baylor University in 1981 and his Master of Laws in
Taxation from the University of Denver in 1982. Mr. Addis is a member of
the Colorado, Illinois and Texas Bar Associations.
JAMES F. SCHEMBRI, Director. Mr. Schembri was elected to the Board of
Directors on November 15, 1990. Mr. Schembri is the founder and
President of Schembri & Associates (formerly Automatic Controls Company).
This company was a manufacturer's representative with offices in
Michigan, Ohio and Kentucky. Mr. Schembri is one of the founders and
President of Fenton Systems, Inc., Goodrich, Michigan. In addition to
these activities, Mr. Schembri is founder and President of Wickfield
Leasing Company. Both Schembri & Associates and Wickfield Leasing
Company are involved in public and private investments. Mr. Schembri
also served as a director of Stevia until its dissolution on April 16,
1999. Mr. Schembri received his Bachelor of Science Degree in Mechanical
Engineering from the University of Detroit in June, 1957.
Section 16(a) Beneficial Ownership Reporting Compliance. On October 22,
2009, the Company received a Form 4 from Lauane C. Addis indicating that
he transferred by gift all of his Common Stock of F.K. Suzuki
International, Inc. ("FKSI"), consisting of 31,423 shares of FKSI Common
Stock to Jeanne S. Addis, as Trustee of the Addis Family Equity Trust
dated September 1, 2009. On the same date, Mrs. Addis delivered a Form 3
to the Company indicating that she, in her capacity as Trustee of the
Addis Family Equity Trust dated September 1, 2009, had become the
beneficial owner of 31,423 shares of FKSI Common Stock. FKSI owns
4,497,146 shares, or 30.11% of the Company's Common Stock. The Company
did not receive any other reports during Fiscal 2010 required to be filed
by a director, officer or beneficial owner of more than 10% of the
Company's common stock pursuant to Section 16(a) of the Securities and
Exchange Act. Management is not aware of any director, officer or
beneficial owner of more than 10% of the Company's common stock who has
failed to file on a timely basis any reports required by Section 16(a) of
the Securities Exchange Act during the fiscal year ending April 30, 2011.
Audit Committee. The Audit Committee reviews and, when it deems
appropriate, approves internal accounting and financial controls for the
Company and accounting principals and auditing practices and procedures
to be employed in the preparation and review of the financial statements
of the Company. The Audit Committee also meets periodically with
management to review the manner in which they are performing their
responsibilities and to discuss auditing, internal accounting controls
and financial reporting matters. The Audit Committee also makes
recommendations to the Board of Directors concerning the engagement of
independent public auditors to audit the annual consolidated financial
statements, review the unaudited quarterly financial statements of the
Company, and perform other services for the Company. The Audit Committee
arranges with such auditors the scope of the audit to be undertaken by
them and any other services to be provided. The Audit Committee
currently has one member, James F. Schembri, a director of the Company.
The Board of Directors has determined that Mr. Schembri is a financial
expert as a result of Mr. Schembri's experience described under "Business
Experience" above. Mr. Schembri is an independent director as defined in
Rule 407of Regulation SK.
Audit Committee Charter. The Board of Directors has adopted a written
charter for the Audit Committee. A copy of the Audit Committee Charter
is available without charge upon request delivered to the Company at its
principal executive offices.
Code of Ethics. The Company has adopted a Code of Ethics which applies
to all officers of the Company. A copy of the Company's Code of Ethics
was filed with the Company's Annual Report on Form 10-K for Fiscal 2009
as Exhibit 14 and is incorporated in this Report by reference.
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, 2011 and 2010 paid to the Chief Executive
Officer and Chief Operating Officer. None of the Company's other
executive officers received annual salaries and bonuses for such fiscal
years exceeding $100,000.
Summary Compensation Table:
Non-Equity Nonqualified
Incentive Plan Deferred All Other
Stock Option Compensation Compensation Compensation
Salary Bonus Awards Awards Earnings Total
Name and Principal Position Year $ $ $ $ $ $ $ $
--------------------------- ---- -------- ------- ------- ------- -------------- ------------ ------------ --------
Fred K. Suzuki,
President, Chairman of
the Board, and Chief
Executive Officer 2011 $122,360 $3,500 - - $ 6,115 - $12,422 $144,397
2010 $120,150 $3,750 - - $ 5,983 - $14,035 $143,918
Laurence C. Mead, Chief
Operating Officer, Chief
Financial Officer, Vice
President/Manufacturing
and Development Chief
Accounting Officer,
Treasurer and
Manager of Product
Development 2011 $107,705 $3,500 - - $ 5,368 - $ 8,725 $125,298
2010 $105,012 $3,750 - - $ 5,228 - $12,600 $126,590
-----------------------------
Amounts represent Company's match portion of 401(k) contribution.
No executive officer received perquisites in excess of the lesser of
$50,000 or 10% of the aggregate of such officer's salary and bonus. Mr.
Suzuki received $9,922 and $11,535 in lieu of accrued vacation for Fiscal
2011 and 2010, respectively. Mr. Suzuki and Mr. Mead each received
$2,500 for their services as directors in Fiscal 2011 and 2010. Mr. Mead
also received $6,225 and $10,100 in lieu of accrued vacation for Fiscal
2011 and 2010, respectively.
Stock Options.
-------------
The Company did not grant stock options to any of the named executive
officers during the predecessor period of the fiscal year ended April 30,
2011, and no such stock options were outstanding as of April 30, 2011.
Directors Compensation
----------------------
The directors' compensation is determined by the Company's Compensation
Committee and approved by the Board of Directors. The following Director
Compensation Table sets forth a summary of compensation for services by
the directors of the Company in their capacities as directors for the
fiscal year ending April 30, 2011.
Directors Compensation Table
----------------------------
Fees Earned or Paid
in Cash Total
Director Name $ $
--------------------------------- ------------------- -----------
Fred K. Suzuki, President,
Chairman of the Board and
Chief Executive Officer $2,500 $2,500
James F. Schembri, Director $2,500 $2,500
Lauane C. Addis, Director and $2,500 $2,500
Secretary
Laurence C. Mead, Director, Chief
Operating Officer, Chief Financial
Officer, Vice-President
Manufacturing and Development,
Chief Accounting Officer,
Treasurer and Manager of
Product Development $2,500 $2,500
------------------------
Does not include compensation received as an officer
of the Company. See also "Summary Compensation Table"
above for more information.
All officers and directors are reimbursed for out-of-pocket expenses
incurred in connection with the Company's business. See "Certain
Relationships and Related Party Transactions."
The Company's 401(k) retirement plan provides for the Company to match
participant contributions up to 5% of the participant's compensation.
Management of the Company believes it is important to provide a
retirement plan for the benefit of its employees to retain key employees
and provide its employees with retirement benefits.
Compensation Committee.
----------------------
The Company has a Compensation Committee of its Board of Directors.
The Compensation Committee makes all decisions concerning the compensation
of the officers and directors of the Company, including, but not limited
to, the granting of options to acquire common stock of the Company.
Compensation Committee Interlocks and Insider Participation.
------------------------------------------------------------
The members of the Company's Board of Directors serving as the
Compensation Committee are set forth in the preceding section. During
the most recent fiscal year, none of our executive officers served on
the Compensation Committee (or equivalent), or the board of directors,
of another entity whose executive officer(s) served either on our
Compensation Committee or on our board of directors.
Compensation Committee Charter.
-------------------------------
The Board of Directors has adopted a written charter for the
Compensation Committee. A copy of the Compensation Committee Charter
is available without charge upon request delivered to the Company at
its principal executive offices.
Competitiveness of Company's Compensation System.
------------------------------------------------
The Compensation Committee of the Company's Board of Directors has
reviewed and discussed the competitiveness of the Company's compensation
system and has concluded that such system is competitive with the
compensation systems of similar sized organizations operating in
identical or similar industries.
Performance of the Compensation Committee.
-----------------------------------------
The Compensation Committee of the Company's Board of Directors has
reviewed its performance during the fiscal year ending April 30, 2011
and has concluded that the Compensation Committee has performed all
necessary duties and complied with all of its obligations as set forth
in the Compensation Committee charter. The Compensation Committee has
adopted a bonus program for all executive officers of the Company based
on Company profitability. In the aggregate, $11,500 in bonuses were
paid and $16,000 accrued during fiscal year ended April 30, 2011 to four
executive officers. Under the bonus program, as Company profitability
improves, the bonus payouts will
increase. The distribution of the bonus payouts under the bonus program
is determined with consultation from the Company's CEO.
Compensation Committee Report.
The Compensation Committee of the Company's Board of Directors has
reviewed and discussed the Compensation Discussion and Analysis
presented above with management and, based on that review and
discussion, has recommended to the Company's Board of Directors
that the Compensation Discussion and Analysis be included in
this Annual Report on Form 10-K.
The current members of the Compensation Committee are James F. Schembri,
director of the Company, and Lauane C. Addis, director and Secretary of
the Company.
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related
--------------------------------------------------------------
Stockholder Matters.
-------------------
The following table sets forth information as of April 30, 2011, as to
the voting securities of the Company owned by the officers and directors
of the Company and by each person who owns of record, or is known by the
Company to own beneficially, more than 5% of any class of voting
securities.
Amount and Nature
Name and Address of Beneficial Percent of
Title of Class of Beneficial Owner Ownership Class
-------------- ----------------------- ------------------ ----------
Common Stock Fred K. Suzuki 5,526,146 shares 37.00%
710 S. Kennicott of record and
Arlington Heights, beneficial
Illinois 60005
Common Stock F.K. Suzuki Inter- 4,497,146 shares 30.11%
national, Inc. record and bene-
1940 E. Devon Ave. ficial
Elk Grove Village, IL
60007
Common Stock Lauane C. Addis 9,000 shares .06%
1819 Orleans Circle record and bene-
Elk Grove Village, IL ficial
60007
Common Stock Jeanne S. Addis, 4,497,146 shares 30.11%
Trustee of the Addis record and bene-
Family Equity Trust ficial
dated September 1,
2009
1819 Orleans Circle
Elk Grove Village, IL
60007
Common Stock James F. Schembri 1,291,500 shares 8.65%
3565 Port Cove Dr. #73 of record and
Waterford, MI 48328 beneficial
Common Stock Mary K. Friske 41,000 shares of .27%
940 Bradley Court record and
Palatine, IL 60074 beneficial
Common Stock Laurence C. Mead 61,250 shares of .41%
1151 Warwick Cir. North record and
Hoffman Estates IL beneficial
60169
Common Stock Beverly R. Suzuki 820,000 shares of 5.49%
710 S. Kennicott record and
Arlington Heights IL beneficial
60005
Common Stock All directors and 6,928,896 46.39%
officers as a
group (6 members)
----------------------
Fred K. Suzuki is President of F.K. Suzuki International, Inc.
("FKSI") and owns 33.3% of the outstanding common stock of FKSI. Mr.
Suzuki personally holds of record 209,000 shares of the Company's common
stock; however he is deemed to be beneficial owner by reason of voting
and disposition control of 4,497,146 shares which are owned by FKSI and
820,000 shares which are owned by him and Beverly R. Suzuki as joint
tenants.
Lauane C. Addis owns 9,000 shares of the outstanding Common Stock
of the Company.
Jeanne S. Addis, as Trustee of the Addis Family Equity Trust dated
September 1, 2009, owns 31.11% of the outstanding Common Stock of FKSI,
which owns 30.11% of the Common Stock of the Company. Jeanne S. Addis as
Trustee of the Addis Family Equity Trust dated September 1, 2009 is
therefore deemed to be beneficial owner by reason of voting and
disposition control of 4,497,146 shares owned by FKSI.
Included in the shares owned by James F. Schembri are 66,000 shares
in Mr. Schembri's individual retirement account for the benefit of Mr.
Schembri.
In addition to the Shares of outstanding common stock of the
Company owned by Mary K. Friske, she also owns 700 shares, or
approximately .7%, of the outstanding common stock of FKSI, which owns
30.11% of the common stock of the Company.
In addition to the common stock of the Company owned by Laurence C.
Mead, he also owns 4,000 shares, or approximately 4%, of the outstanding
common stock of FKSI, which owns 30.11% of the common stock of the
Company.
Beverly R. Suzuki is deemed to be a beneficial owner by reason of
voting and disposition control of 820,000 shares owned by her and Fred K.
Suzuki as joint tenants.
Changes in Control.
-------------------
The Company does not know of any arrangements, the
operation of which may at a subsequent date result in a change in control
in the Company. There has not been a change in the control of the
Company during the last fiscal year.
Item 13. Certain Relationships and Related Transactions, and
Director Independence.
----------------------------------------------------
At April 30, 2011, F.K. Suzuki International, Inc. ("FKSI") owed $19,699
to the Company in connection with past shared common expenses. Since a
portion of this receivable had been outstanding for a significant period
of time, and FKSI was not in a position to reimburse the Company without
the liquidation of all or a portion of its assets, including common stock
of the Company, $19,669 of the receivable balance was reclassified as a
contra-equity account thus reducing FKSI's capital in the Company. See
"Management's Discussion and Analysis of Financial Condition and Results
of Operations."
Lauane C. Addis, Secretary and Director, as a member of the law firm of
Stahl Cowen Crowley Addis LLC, has represented the Company with respect
to the preparation and filing of this Report. Mr. Addis, and other
Members and associates of Stahl Cowen Crowley Addis LLC, perform other
legal services for the Company from time to time, and it is anticipated
such services will be performed by Mr. Addis and other members and
associates of Stahl Cowen Crowley Addis LLC, in the future. During
Fiscal 2011, the Company paid $25,403 in legal fees to Stahl Cowen
Crowley Addis LLC, some of which inured to the benefit of Mr. Addis in
the form of distributions from the law firm. Mr. Addis is an officer,
director and shareholder of the Company, and is also the son-in-law of
Fred K. Suzuki, President and Chairman of the Board of Directors. See
"Directors and Executive Officers of the Registrant" and "Security
Ownership of Certain Beneficial Owners and Management."
Except with regard to the above, there were no other material
transactions involving management of the Company or any third party
during the last fiscal year which accrued to the benefit of officers or
directors of the Company.
Jim Schembri is the sole independent director under the independence
standards applicable to the Company's board of directors and the sole
independent member of the board's compensation and audit committees under
the independence standards applicable to such committees.
In determining whether a director is an independent director of the
Company's board or directors, or an independent member of the board's
audit and compensation committees, the Company uses the determination of
"independence" promulgated by the New York Stock Exchange. While the
Company applies the New York Stock Exchange's standards for purposes of
determination of "independence", the Company does not apply the New York
Stock Exchange's or any other exchange's requirements with respect to the
number or proportion of independent directors required to be a part of
the Company's board or directors.
Item 14. Principal Accounting Fees and Services.
----------------------------------------
Sassetti LLC served as independent auditors for the fiscal years ended
April 30, 2011 and 2010, and it has acted as auditors for the Company
since August 29, 2009.
Audit Fees. Fees billed by Sassetti LLC totaled $39,525 for year ended
April 30, 2011. This amount includes fees for the annual audit and tax
services for the fiscal year ending April 30, 2010 and reviews of all the
Company's quarterly reports filed by the Company with the SEC during the
fiscal year ended April 30, 2011. Fees billed by Sassetti, LLC totaled
$13,335 for year ended April 30, 2010. This amount includes fees for
reviews of all the Company's quarterly reports filed by the Company with
the SEC for Fiscal 2010. Fees billed by Blackman Kallick, LLP totaled
$536 for year ended April 30, 2011. This amount includes fees for the
annual audit for fiscal year ending April 30, 2010. Fees billed by
Blackman Kallick, LLP totaled $44,666 for year ended April 30, 2010.
This amount includes fees for the annual audit and tax services for the
year ending April 30, 2009.
Audit-Related Fees. Sassetti LLC and Blackman Kallick, LLP did not bill
any fees for professional services described in paragraph 9(e)(2) of
Schedule 14A during the past two fiscal years.
Tax Fees. During the fiscal year ending April 30, 2011, Sassetti LLC
billed the Company $3,400 for professional fees related to tax services
rendered to the Company. Blackman Kallick, LLP billed the Company $5,018
for professional fees related to tax services during the fiscal year
ending April 30, 2010.
All Other Fees. Sassetti LLC and Blackman Kallick, LLP did not bill for
any fees for professional services described in Item 9(e)(4) of Schedule
14A during the past two fiscal years.
Audit Committee Review. The Company's Audit Committee is required to
approve all non-audit services to be performed by the Company's auditors.
In this respect, the Audit Committee has considered whether the provision
of the tax services during the Company's fiscal year ending April 30,
2011 and April 30, 2010 was compatible with maintaining the independence
of the Company's auditors. The Audit Committee has made a determination
that the independence of Sassetti LLC and of Blackman Kallick, LLP will
not be adversely affected as a result of performance of tax services for
the Company, and therefore has approved the performance of such tax
services for the fiscal years ending April 30, 2011 and April 30, 2010,
respectively.
Effective March 1, 2011, Frank L. Sassetti & Co. changed its form of
organization and name to Sassetti LLC.
Item 15. Exhibits, Financial Statement Schedules
---------------------------------------
The following financial statements, schedules and exhibits are filed as a
part of this report:
(a) (1) Financial Statements.
Balance sheets for the fiscal years ending April 30,
2011 and 2010.
Statements of income for the fiscal years ending April
30, 2011 and 2010.
Statements of Shareholders' Equity for the fiscal years
April 30, 2011 and 2010.
Statements of Cash Flows for fiscal years ending
April 30, 2011 and 2010.
Notes to financial statements.
(a) (2) List of Financial Statement Schedules:
No financial schedules for the fiscal years ending April
30, 2011 and 2010 are submitted.
Except as listed above, there are no financial statement
schedules required to be filed by Item 8 of this Form 10-K except
for those otherwise shown on the financial statements or notes
thereto contained in this report.
(a)(3) The Following Exhibits are Filed as a Part of this
Report:
2. Plan of Acquisition, reorganization, arrangement,
liquidation or succession - none.
3. a. Articles of Incorporation
b. Amended and Restated By-Laws
4. Instruments Defining the Rights of Security Holders,
Including Indentures - none.
9. Voting Trust Agreements - none.
10. Material Contracts - none.
11. Statement Regarding Computation of Earnings Per Share
- none.
13. Annual or Quarterly Reports to Security Holders - none.
14. Code of Ethics.
(a) Amended and Restated Code of Ethics of Biosynergy, Inc.,
adopted as of June 30, 2009
16. Letter Regarding Change in Certifying Accountants -
none.
18. Letter Regarding Change in Accounting Principles -
none.
19. Previously Unfiled Documents - none.
22. Subsidiaries of Registrant - none.
23. Published Report Regarding Matters Submitted to Vote
of Security Holders - none.
24. Consent of Experts and Counsel - none.
25. Power of Attorney - none.
31.1 Certification of the Chief Executive Officer pursuant
to Rule 13a-14(a) under the Securities Exchange Act of 1934.
Accompanying this Report.
31.2 Certification of the Chief Accounting Officer pursuant
to Rule 13a-14(a) under the Securities Exchange Act of 1934.
Accompanying this Report.
32.1 Certification of the Chief Executive Officer pursuant
to Rule 13a-14(b) under the Securities Exchange Act of
1934 and 18 U.S.C. Sect. 1350.
Accompanying this Report.
32.2 Certification of the Chief Accounting Officer pursuant
to Rule 13a-14(b) under the Securities Exchange Act of 1934
and 18 U.S.C. Sect. 1350.
Accompanying this Report.
(99) Additional Exhibits - none
---------------------------
Incorporated by reference to a Registration Statement filed
on Form S-18 with the Securities and Exchange Commission, 1933
Act Registration Number 2-83015C, under the Securities Act of
1933, as amended.
Incorporated by reference to the Company's Current Report
filed on Form 8-K with the Securities and Exchange Commission as
of July 2, 2009.
Incorporated by reference to the Company's Annual Report
for the fiscal year ending April 30, 2009 filed on Form 10-K
with the Securities and Exchange Commission.
(b) Reports on Form 8K. No current reports on Form 8K were
filed or were required to be filed during the last quarter
covered by this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
REGISTRANT: BIOSYNERGY, INC.
/s/ Fred K. Suzuki /s/ July 27, 2011
------------------------------------- -------------
Fred K. Suzuki, Chairman of the Date
Board, Chief Executive
Officer and President
Pursuant to the requirements of Securities and Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the
dates indicated.
/s/ Fred K. Suzuki /s/ July 27, 2011
------------------------------------- ------------
Fred K. Suzuki, Chairman of the Date
Board of Directors, Chief Executive
Officer, President and Treasurer
/s/ Lauane C. Addis /s/ July 27, 2011
------------------------------------- ------------
Lauane C. Addis, Secretary Date
and Director
Biosynergy, Inc.
Financial Statements for the
Years Ended April 30, 2011 and 2010
C o n t e n t s
Reference Page
Report of Independent
Registered Public Accounting Firm 1
Balance Sheets Exhibit A 2-3
Statements of Income Exhibit B 4
Statements of Stockholders' Equity Exhibit C 5
Statements of Cash Flows Exhibit D 6
Notes to Financial Statements 7-13
Sassetti LLC
Certified Public Accountants
The Board of Directors
Biosynergy, Inc.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have audited the accompanying balance sheet of Biosynergy,
Inc. as of April 30, 2011 and 2010 and the related statements of
income, stockholders' equity, and cash flows for the years then
ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
of material misstatement. The Company has determined that it is not
required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of
Biosynergy, Inc. as of April 30, 2011 and 2010 and the results of its
operations and its cash flows for the years then ended, in conformity
with accounting principles generally accepted in the United States of
America.
/s/ Sassetti LLC
----------------------------------
(formerly Frank L. Sassetti & Co.)
July 27, 2011
Oak Park, Illinois
6611 W. North Avenue * Oak Park, Illinois 60302 * Phone (708) 386-1433
* Fax (708) 386-0139
Balance Sheets Follow
Biosynergy, Inc. Exhibit A
---------
Balance Sheets
April 30, 2011 and 2010
---------------------------------------------------------------------
Assets
--------
2010 2009
-------- --------
Current Assets
Cash $667,897 $426,569
Short-term investments - 100,000
Accounts receivable - Trade (Net of allowance for
doubtful accounts of $500 in both 2011 and 2010) 150,748 149,033
Inventories 86,662 124,666
Prepaid expenses 25,315 34,342
-------- --------
Total Current Assets 930,622 834,621
-------- --------
Equipment and Leasehold Improvements
Equipment 198,906 200,923
Leasehold improvements 20,022 20,022
-------- --------
218,928 220,945
Less accumulated depreciation and amortization 204,557 198,975
-------- --------
Total Equipment and Leasehold Improvements 14,371 21,970
-------- --------
Other Assets
Patents less accumulated amortization 13,825 14,882
Patents pending 137,622 106,268
Deposits 5,947 5,947
-------- --------
Total Other Assets 157,394 127,097
-------- --------
$1,102,387 $983,688
======== ========
The accompanying notes are an integral part of the financial statements.
-2-
Exhibit A
---------
--------------------------------------------------------------------
Liabilities and Stockholders' Equity
------------------------------------
2011 2010
-------- --------
Current Liabilities
Accounts payable $ 15,249 $ 12,892
Accrued compensation and payroll taxes 24,631 20,406
Deferred rent - 3,152
Other accrued expenses 5,692 -
Accrued vacation 16,244 14,294
-------- --------
Total Current Liabilities 61,816 50,744
-------- --------
Deferred Income Taxes 28,534 17,772
-------- --------
Stockholders' Equity
Common stock - No par value; 20,000,000 shares
authorized; 14,935,511 shares issued as of
both April 30, 2011 and 2010 660,988 660,988
Receivable from affiliate (19,699) (19,699)
Retained earnings 370,748 273,883
-------- --------
Total Stockholders' Equity 1,012,037 915,172
--------- --------
$1,102,387 $983,688
========== ========
The accompanying notes are an integral part of the financial statements.
-3-
Exhibit B
---------
Biosynergy, Inc.
Statements of Income
Years Ended April 30, 2011 and 2010
----------------------------------------------------------------------
2011 2010
---------- ----------
Net Sales $1,121,943 $1,090,198
Cost of Sales 342,564 314,668
---------- ----------
Gross Profit 786,379 775,530
---------- ----------
Operating Expenses
Marketing 153,795 152,968
General and administrative 401,293 430,549
Research and development 97,076 96,884
---------- ----------
Total Operating Expenses 652,164 680,401
---------- ----------
Income from Operations 134,215 95,129
---------- ----------
Other Income
Interest income 1,383 5,034
Other income 1,921 1,920
---------- ----------
Total Other Income 3,304 6,954
---------- ----------
Income Before Income Taxes 137,519 102,083
Provision for Income Taxes 40,654 28,125
---------- ----------
Net Income $96,865 $73,958
========== ==========
Net Income Per Common Share -
Basic and diluted $ - $ -
========== ==========
Weighted-Average Common
Shares Outstanding 14,935,511 14,935,511
The accompanying notes are an integral part of the financial statements.
-4-
Exhibit C
---------
Biosynergy, Inc.
Statements of Stockholders' Equity
Years Ended April 30, 2010 and 2009
--------------------------------------------------------------------
Common Stock Other and Accumulated
------------------- Related (Deficit)
Shares Amount Receivable Equity Total
---------- -------- ---------- ----------- ----------
Balance,
April 30, 2009 14,935,511 $660,988 $(19,699) $199,925 $841,214
Net income - - - 73,958 73,958
---------- -------- --------- -------- ----------
Balance,
April 30, 2010 14,935,511 660,988 (19,699) 273,883 915,172
Net income - - - 96,865 96,865
---------- -------- ---------- -------- ----------
Balance,
April 30, 2011 14,935,511 $660,988 $(19,699) $370,748 $1,012,037
========== ======== ========== ======== ==========
The accompanying notes are an integral part of the financial statements.
-5-
Exhibit D
---------
Biosynergy, Inc.
Statements of Cash Flows
Years Ended April 30, 2011 and 2010
----------------------------------------------------------------------
2011 2010
-------- --------
Cash Flows from Operating Activities
Net income $96,865 $73,958
-------- --------
Adjustments to reconcile net income
to net cash provided by operating activities
Depreciation and amortization 16,151 17,324
Deferred income taxes 10,762 4,753
Changes in assets and liabilities
Accounts receivable (1,715) 1,000
Interest receivable 11 530
Inventories and prepaid expenses 47,031 (28,772)
Accounts payable and accrued expenses 11,072 (2,761)
-------- --------
Total Adjustments 83,312 (7,926)
-------- --------
Net Cash Provided by
Operating Activities 180,177 66,032
-------- --------
Cash Flows from Investing Activities
Purchase of equipment (7,495) (3,872)
Patents and patents pending (31,354) (20,986)
Purchases of short-term investments - (100,000)
Redemption of short-term investments 100,000 200,000
-------- --------
Net Cash Provided by
Investing Activities 61,151 75,142
-------- --------
Increase in Cash 241,328 141,174
Cash, Beginning of Year 426,569 285,395
-------- --------
Cash, End of Year $667,897 $426,569
======== ========
Supplemental disclosure of cash flow information
Income taxes paid $ 16,000 $ 10,232
======== ========
Interest paid $ - $ -
======== ========
The accompanying notes are an integral part of the
financial statements.
Note 1 - Company Organization and Description
Biosynergy, Inc. (the Company) was incorporated under the laws of the
state of Illinois on February 9, 1976. The Company is primarily
engaged in the development and marketing of medical, consumer and
industrial thermometric and thermographic products that utilize
cholesteric liquid crystals. The Company's primary product, the Hemo
Temp II Blood Monitoring Device, accounted for more than 91% of sales
for the years ended April 30, 2011 and 2010. The products are sold to
hospitals, clinical end users, laboratories and product dealers
located throughout the United States.
Note 2 - Summary of Significant Accounting Policies
Reclassifications
Certain accounts in the prior year financial statements have been
reclassified for comparative purposes to conform to the current
period's presentation of the Company's financial statements.
Cash
The Company maintains all of its cash in bank deposit accounts, which
at times may exceed federally insured limits. No losses have been
experienced on such accounts. All cash is held with Bank of America,
N.A. and JPMorgan Chase Bank.
Short-Term Investments
The Company's investments in certificates of deposit are classified as
held to maturity. These investments are stated at amortized cost,
which approximates fair value.
Receivables
Receivables are carried at original invoice less estimates made for
doubtful receivables. Management determines the allowance for doubtful
accounts by reviewing and identifying troubled accounts on a periodic
basis by using historical experience applied to an aging of accounts.
A receivable is considered to be past due if any portion of the
receivable balance is outstanding for more than 30 days. Receivables
are written off when deemed uncollectible. Recoveries of receivables
previously written off are recorded when received.
Inventories
Inventories are valued at the lower of cost using the FIFO (first-in,
first-out) method or market.
Depreciation and Amortization
Equipment and leasehold improvements are stated at cost. Depreciation
is computed primarily using the straight-line method over the
estimated useful lives of the respective assets. Repairs and
maintenance are charged to expense as incurred. Renewals and
betterments, which significantly extend the useful lives of existing
equipment, are capitalized. Significant leasehold improvements are
capitalized and amortized over 10 years or the term of the lease, if
shorter. Equipment is depreciated over three to 10 years.
Note 2 - Summary of Significant Accounting Policies (Cont'd)
Prepaid Expenses
Certain expenses, primarily insurance and income taxes, have been
prepaid and will be used within one year.
Revenue Recognition
The Company recognizes net sales revenue upon the shipment of products
to customers.
Income Taxes
Income taxes are provided for the tax effects of transactions reported
in the financial statements and consist of taxes currently due and
deferred taxes related primarily to differences in the methods of
accounting for patents, inventories, certain accrued expenses and bad
debt expenses for financial and income tax reporting purposes. The
deferred tax income taxes represent the future tax consequences of
those differences, which will be taxable in the future. See Note 5 for
additional information regarding income taxes.
The Company files tax returns in the U.S. federal jurisdiction and
with the state of Illinois. Various tax years remain open to
examinations although there are currently no ongoing tax examinations.
Management's policy is to recognize interest and penalties related to
uncertain tax positions in income tax expense.
Research and Development and Patents
Research and development expenditures are charged to operations as
incurred. The costs of obtaining patents, primarily legal fees, are
capitalized and, once obtained, are amortized over the life of the
respective patent using the straight-line method.
Patents relate to products that have been developed and are being
marketed by the Company.
Patents pending relate to products under development. The Company is
developing certain compounds intended for use as bacteria growth
retardant agents for use in food and other products.
The Company is also investigating production methods for the bacteria
growth retardant. In this regard, management has developed certain
proprietary technology related to the processing of these compounds.
The Company has filed for one patent related to the processing and
manufacturing of bacteria growth compounds and one patent related to
the use of such compounds.
Note 2 - Summary of Significant Accounting Policies (Cont'd)
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities as of the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Income Per Common Share
Income per common share is computed by dividing net income by the
weighted-average number of common shares outstanding during the
period. Basic and diluted net income per common share is the same for
the years ended April 30, 2011 and 2010.
Fair Value of Financial Instruments
The Company evaluates its financial instruments based on current
market interest rates relative to stated interest rates, length to
maturity and the existence of readily determinable market prices.
Based on the Company's analysis, the fair value of financial
instruments recorded on the balance sheets as of April 30, 2011 and
2010, approximates their carrying value.
Recent Accounting Pronouncements
In April 2010, FASB issued ASU 2010-17, "Revenue Recognition -
Milestone Method of Revenue Recognition - a consensus of the Financial
Accounting Standards Board ("FASB") Emerging Issues Task Force" (ASU
2010-17). ASU 2010-17 provides new authoritative guidance on the
milestone method of revenue recognition. The milestone method applies
to research and development arrangements in which one or more payments
are contingent upon achieving certain future events or circumstances.
ASU 2010-17 defines a milestone and provides criteria for determining
whether the milestone method is appropriate. This standard is
effective for milestones achieved in fiscal years beginning on or
after June 15, 2010, on a prospective basis, with earlier application
permitted. The adoption of ASU 2010-17 is not expected to have a
material impact on the Company's results of operation and financial
condition.
In January 2010, FASB issued ASU 2010-6, "Improving Disclosures about
Fair Measurements" (ASU 2010-6). ASU 2010-6 provides amendments to
subtopic 820-10 of the FASB Accounting Standards Codification,
originally issued as FASB Statement No.157, "Fair Value Measurements",
now ASC 820, "Fair Value Measurements and Disclosures" (ASC 820) that
require separate disclosure of significant transfers in and out of
Level 1 and Level 2 fair value measurements and the presentation of
separate information regarding purchases, sales, issuances and
settlements for Level 3 fair value measurements. Additionally, ASU
2010-6 provides amendments to Subtopic 820-10 that clarify existing
disclosures about
Note 2 - Summary of Significant Accounting Policies (Cont'd)
the level of disaggregation and inputs and valuation techniques. ASU
2010-6 is effective for financial statements issued for interim and
annual periods ending after December 15, 2010. The Company adopted
this pronouncement in the third quarter of fiscal 2011. The adoption
of ASU 2010-06 did not have a material impact on its results of
operation and financial condition.
In October 2009, the FASB issued ASC 605-25, "Revenue Recognition"
(ASC 605-25). ASC 605-25 modifies the fair value requirements of
revenue recognition on multiple element arrangements by allowing the
use of the "best estimate of selling price" in addition to vendor
specific objective evidence and third-party evidence for determining
the selling price of a deliverable. This guidance establishes a
selling price hierarchy for determining the selling price of a
deliverable, which is based on: (a) vendor-specified objective
evidence, (b) third-party evidence, or (c) estimates. In addition,
ASC 605-25 eliminates the residual method of allocation and
significantly expands the disclosure requirements for such
arrangements. ASC 605-25 is effective for fiscal years beginning on
or after June 15, 2010, with early adoption permitted. The Company
does not expect the adoption of ASU 201-16 will have a material impact
on its results of operations and financial condition.
The FASB issues ASUs to amend the authoritative literature in
Accounting Standards Certification (ASC). There have been a number of
ASUs to date that amend the original text of ASCs. Except for the ASUs
listed above, those issued to date either (i) provide supplemental
guidance, (ii) are technical corrections, (iii) are not applicable to
the Company or (iv) are not expected to have a significant impact on
the Company.
Note 3 - Short-Term Investments
In May 2008, the Company reinvested $100,000 in a 120-day certificate
of deposit at an annual percentage yield of 2.64%. The maturity date
was September 18, 2008. As of the maturity date, the Company
reinvested the funds in a seven-month certificate of deposit at an
annual percentage yield of 3%. The maturity date was April 18, 2009.
The Company reinvested the funds in a one-year certificate of deposit
an annul percentage yield of 2% with a maturity date of April 22,
2010. As of the maturity date, the Company reinvested the funds in a
nine-month certificate of deposit at an annual percentage yield of .5%
with a maturity date of January 22, 2011. As of the maturity date,
the Company moved these funds into a cash account. The Company
invested an additional $100,000 in a certificate of deposit on July
23, 2008 for seven months at an annual percentage yield of 3.51%. The
maturity date was February 23, 2009. The Company reinvested the funds
in a one-year certificate of deposit at an annual percentage yield of
2.75% with a maturity date of February 23, 2010. As of the maturity
date, the Company moved these funds into a cash account.
Note 4 - Inventories
Inventories consist of the following:
2011 2010
----------- -----------
Raw materials $56,901 $54,994
Work-in-process 17,957 34,795
Finished goods 12,006 34,877
----------- -----------
$86,662 $124,666
Note 5 - Income Taxes
The components of the deferred income tax (assets) and liabilities as
of April 30, 2011 and 2010 are as follows:
2011 2010
------- -------
Total deferred tax liabilities
Patents $28,369 $17,721
Prepaid and other 8,773 5,940
------- -------
37,142 23,661
Total deferred tax assets
Accrued vacation pay (4,726) (3,293)
Equipment and leaseholds (1,068) (2,183)
Other (2,814) (413)
------- -------
(8,608) (5,889)
------- -------
Net deferred income tax
liabilities $28,534 $17,772
======= =======
Deferred income tax liabilities result primarily from prepaid expenses
and capitalized legal costs associated with patents that are deducted
immediately for income tax purposes and from differences between
depreciation expense for book and tax purposes. (See Note 2.) Deferred
income tax assets result primarily from accrued vacation pay, which is
not deducted for tax purposes unless it is paid within 2-1/2 months of
each year-end, and other expenses, which are not deductible for tax
purposes until paid.
Note 5 - Income Taxes (Continued)
The provision for income taxes consists of the following components:
2011 2010
------- -------
Current
Federal $21,390 $15,652
State 8,502 6,347
------- -------
29,892 21,999
Deferred 10,762 6,126
------- -------
$40,654 $28,125
======= =======
The differences between the U.S. federal statutory tax rate and the
Company's effective tax rate are as follows:
Year Ended April 30,
2011 2010
------- -------
U.S. federal statutory tax rate 34.0% 34.0%
State income tax expense, net of
federal tax benefit 3.0 3.0
Effect of graduated federal tax rates (9.4) (11.7)
------- -------
Effective tax rate 29.6% 25.3%
======= =======
Note 6 - Related Party Transactions
The Company and its affiliates are related through common stock
ownership as follows as of April 30, 2011:
Stock of Affiliates
F.K. Suzuki
Biosynergy, International, Medlab,
Inc. Inc. Inc.
------------- -------------- --------
F.K. Suzuki International, Inc. 30.1% - % 100.0%
Fred K. Suzuki, Officer 6.8 33.0 -
Lauane C. Addis, Officer .6 - -
James F. Schembri, Director 8.6 - -
Mary K. Friske, Officer .3 .7 -
Laurence C. Mead, Officer .4 4.0 -
Beverly R. Suzuki, Officer 2.7 - -
Jeanne S. Addis, as Trustee - 31.1 -
Note 6 - Related Party Transactions (Continued)
As of April 30, 2011 and 2010, $19,699 was due from F.K. Suzuki
International, Inc. (FKSI). This balance is resulted from an
allocation of common expenses charged to FKSI offset by advances
received from time to time. No interest income is received or accrued
by the Company. The financial condition of FKSI is such that it will
likely be unable to repay the Company without liquidating a portion of
its assets, including a portion of its ownership in the Company. As a
result, $19,699 of the total receivable balance was reclassified as a
contra equity account.
A board member, who is also a stockholder, provides a variety of legal
services to the Company in his capacity as a partner in a law firm.
Fees for such legal services were approximately $25,403 and $41,813
for the years ended April 30, 2011 and 2010, respectively.
Note 7 - Lease Commitments
In May 2010, the Company entered into a five-year extension of the
lease agreement for its current facilities, which expires on April 30,
2015. The base rent under the extended lease is payable in equal
monthly installments over the life of the lease. As of April 30, 2011,
the Company's approximate total future minimum lease payments are as
follows:
Year Ending April 30:
2012 70,200
2013 70,200
2014 70,200
2015 70,200
--------
Total $280,800
========
Also included in the lease agreement are escalation clauses for the
lessor's increases in property taxes and other operating expenses.
Rent expense was $59,249 and $70,081 for fiscal years ended April 30,
2011 and 2010. The Company received a credit of $7,799 for lost
office time after a flood in August of 2010.
Note 8 - Major Customers
Shipments to one customer amounted to approximately 33% and 35% of
sales in fiscal years 2011 and 2010, respectively. As of April 30,
2011 and 2010, there were outstanding accounts receivable from this
customer of approximately $78,000 for both years.
Shipments to another customer accounted for 26% and 24% of sales in
fiscal years 2011 and 2010, respectively. As of April 30, 2011 and
2010, there were outstanding accounts receivable from this customer of
approximately $26,000 and $22,000, respectively.
Note 9 - Employee Benefit Plan
The Company sponsors a 401(k) plan for all full-time employees. Under
the plan, a participant may elect to defer compensation (up to allowable
limits). The Company's discretionary contributions for the years ended
April 30, 2011 and 2010 were $19,107 and $18,731, respectively.
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Fred K. Suzuki, certify that:
1. I have reviewed this Annual Report on Form 10-K of
Biosynergy, Inc.;
2. Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and
other financial information included in this report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
a. Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information
relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being prepared;
b. Designed such internal control over financial
reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for
external purposes in accordance with generally accepted
accounting principles;
c. Evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
d. Disclosed in this report any change in the
registrant's internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter (the
registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over
financial reporting; and
5. The registrant's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors
and the audit committee of the registrant's board of directors
(or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses
in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report
financial information; and
b. Any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal control over financial reporting.
Dated: July 27, 2011
/s/ Fred K. Suzuki /s/
--------------------------------------
Fred K. Suzuki
Chairman of the Board, Chief Executive
Officer and President
EXHIBIT 31.2
CERTIFICATION OF CHIEF ACCOUNTING OFFICER
I, Laurence C. Mead, certify that:
1. I have reviewed this Annual Report on Form 10-K of
Biosynergy, Inc.;
2. Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and
other financial information included in this report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
a. Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information
relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being prepared;
b. Designed such internal control over financial
reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for
external purposes in accordance with generally accepted
accounting principles;
c. Evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
d. Disclosed in this report any change in the
registrant's internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter (the
registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over
financial reporting; and
5. The registrant's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors
and the audit committee of the registrant's board of directors
(or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses
in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report
financial information; and
b. Any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal control over financial reporting.
Dated: July 27, 2011
/s/ Laurence C. Mead /s/
-----------------------------------------------------
Laurence C. Mead
Vice President/Manufacturing and Development,
Chief Financial Officer, and Chief Accounting Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Biosynergy, Inc. (the
"Company") on Form 10-K for the year ending April 30, 2011, the
undersigned hereby certifies pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 that: (1) the Report fully complies with the requirements
of Section 13(a) and 15(d) of the Securities and Exchange Act of
1934; and (2) the information contained in the Report fairly
represents, in all material respects, the financial conditions
and results of operations of the Company as of April 30, 2011,
and for the period then ended.
Biosynergy, Inc.
/s/ Fred K. Suzuki /s/
---------------------------------------
Fred K. Suzuki
Chairman of the Board, Chief Executive
Officer and President
Dated: July 27, 2011
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Biosynergy, Inc. (the
"Company") on Form 10-K for the year ending April 30, 2011, the
undersigned hereby certifies pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 that: (1) the Report fully complies with the requirements
of Section 13(a) and 15(d) of the Securities and Exchange Act of
1934; and (2) the information contained in the Report fairly
represents, in all material respects, the financial conditions
and results of operations of the Company as of April 30, 2011,
and for the period then ended.
Biosynergy, Inc.
/s/Laurence C. Mead/s/
-----------------------------------------------------
Laurence C. Mead
Vice President/Manufacturing and Development,
Chief Financial Officer, and Chief Accounting Officer
Dated: July 27, 2011
