UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2002
Commission File Number 0-12459
Biosynergy, Inc.
(Exact name of registrant as specified in its charter)
Illinois
(State or other jurisdiction of incorporation or organization)
36-2880990
(I.R.S. Employer Identification No.)
1940 East Devon Avenue, Elk Grove Village, Illinois 60007
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 956-0471
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
----------- ---------
Number of shares outstanding of common stock as of the close of
the period covered by this report: 14,075,511
BIOSYNERGY, INC.
PART 1 - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
---------------------------------------------
REPORT OF MANAGEMENT
The management of Biosynergy, Inc. has prepared and is responsible
for the integrity of the information presented in this Quarterly
Report, including the Company's financial statements. These
statements have been prepared in conformity with generally accepted
accounting principals and include, where necessary, informed
estimates and judgments by management.
The Company maintains systems of accounting and internal controls,
policies and procedures designed to provide assurance that assets
are property accounted for, as well as to ensure that the financial
records are reliable for preparing financial statements. The
systems are augmented by qualified personnel and are reviewed on a
periodic basis. There have been no significant changes in such
controls, policies or procedures which could significantly affect
such controls, policies or procedures since the Annual Report filed
on Form 10-K for the fiscal year ending April 30, 2002.
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 our opinion that
such controls, policies and procedures are effective to ensure that
material information regarding the Company is presented in this
Quarterly Report.
/s/ Fred K. Suzuki
- ------------------------------------
Fred K. Suzuki
Chairman of the Board and President
Board of Directors and Shareholders
Biosynergy, Inc.
Elk Grove Village, Illinois
The accompanying Balance Sheet of BIOSYNERGY, INC. as at July
31, 2002 and the related Statements of Operations, Shareholders'
Equity (Deficit) and Statements of Cash Flows for the three month
periods ended July 31, 2002 and 2001 were not audited; however, the
financial statements for the three month periods ending July 31,
2002 and 2001 reflect all adjustments (consisting only of normal
reoccurring adjustments) which are, in the opinion of management,
necessary to provide a fair statement of the results of operations
for the interim periods presented.
The financial statements for the fiscal year ended April 30,
2002, were not audited due to the Company's lack of available cash
to pay for such audit; however, the financial statements for the
fiscal year ending April 30, 2002 reflect all adjustments
(consisting only of normal reoccurring adjustments) which are, in
opinion of management, necessary to provide a fair statement of the
results of operations for the period presented.
BIOSYNERGY, INC.
September 13, 2002
BIOSYNERGY, INC.
BALANCE SHEET
ASSETS
July 31, 2002 April 30,2002
Unaudited Unaudited
------------- -------------
CURRENT ASSETS
Cash 92,651 37,874
Short-Term Investments (Note 4) 250,000 275,016
Accounts Receivable, Trade, Net of 104,109 121,254
Allowance for Uncollectible Accounts
of $500 at July 31, 2002 and $500 at
April 30, 2002
Inventories (Notes 1 and 5) 58,574 59,629
Prepaid Expenses 10,302 13,768
Interest Receivable (Note 4) 1,527 815
------- -------
Total Current Assets 517,163 508,356
DUE FROM AFFILIATES (Note 3) 19,432 19,432
------- -------
PROPERTY AND EQUIPMENT (Note 1)
Equipment 132,556 132,556
Leasehold Improvements 15,140 15,140
------- -------
147,696 147,696
Less: Accumulated Depreciation and
Amortization (118,889) (116,928)
------- -------
28,807 30,768
OTHER ASSETS
Pending Patents, Net of Accumulated
Amortization (Note 1) 17,309 11,989
Deposits 6,015 6,015
------- -------
23,324 18,004
588,726 576,560
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable 11,799 9,659
Other Accrued Compensation 3,157 7,501
Accrued Payroll Taxes 273 651
Deferred Rent (Note 8) 2,860 2,750
Other Accrued Expenses 2,986 3,285
------- -------
Total Current Liabilities 21,075 23,846
------- -------
COMMITMENTS AND CONTINGENCIES (Note 8) - -
------- -------
SHAREHOLDERS' EQUITY (Note 6)
Common Stock, No Par Value; 20,000,000 Shares
Authorized, Issued: 13,806,511 Shares
at July 31, 2002 and at April 30, 2002 639,388 639,388
Additional paid-in capital 100 100
Accumulated Deficit (71,837) (86,774)
-------- --------
567,651 552,714
-------- --------
588,726 576,560
======== ========
The accompanying notes are an integral part of the financial
statements.
BIOSYNERGY, INC.
STATEMENT OF OPERATIONS
Unaudited
Three Months Ended July 31
2002 2001
----------- ------------
REVENUES
Sales 172,918 141,489
Other Income 543 744
Interest Income (Note 4) 1,941 3,934
---------- ----------
175,402 146,167
---------- ----------
COST AND EXPENSES
Cost of Sales and Other
Operating Charges 49,920 50,827
Research and Development 33,806 29,747
Marketing 21,198 15,673
General and Administrative 55,541 52,893
---------- ---------
160,465 149,140
---------- ---------
NET INCOME (LOSS) BEFORE INCOME TAXES
AND EXTRAORDINARY ITEMS 14,937 (2,973)
INCOME TAXES 3,582 -
---------- ---------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEMS 11,355 (2,973)
EXTRAORDINARY ITEMS
Reduction of Income Taxes
arising from utilization of prior
years' Net Operating Losses (Note 9) 3,582 -
---------- ---------
NET INCOME (LOSS) 14,937 (2,973)
========== =========
NET INCOME (LOSS) PER COMMON SHARE (Note 7):
Before Extraordinary Items .0008 (.002)
--------- ---------
Extraordinary Items .0003 .000
--------- ---------
NET INCOME (LOSS) PER COMMON SHARE .0011 (.002)
========== ==========
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING (Note 7) 14,075,511 14,075,511
The accompanying notes are an integral part of the financial
statements.
BIOSYNERGY, INC.
STATEMENT OF SHAREHOLDERS' EQUITY
THREE MONTHS ENDED JULY 31, 2002
Unaudited
Additional
Common Stock Paid-in
Shares Amount Capital Deficit Total
------- ------- ----------- --------- -------
Balance, May 1,
2002 14,075,511 639,388 100 (86,774) 552,714
Net Profit (Loss) - - - 14,937 14,937
Balance, July 31,
2002 14,075,511 639,388 100 (71,837) 567,651
---------- ------- ----- ------- -------
The accompanying notes are an integral part of the financial
statements.
BIOSYNERGY, INC.
STATEMENTS OF CASH FLOWS
Unaudited
THREE MONTHS ENDED JULY 21,
2001 2002
------------ -------------
OPERATING ACTIVITIES:
Net Income (Loss) (2,973) 14,937
Adjustments to Reconcile Net Cash Used for
Operating Activities:
Depreciation and Amortization 1,831 1,961
Changes in Operating Assets and Liabilities:
(Increase) Decrease in Accounts Receivable 17,728 17,145
(Increase) Decrease in Inventories (3,832) 1,055
(Increase) Decrease in Prepaid Expenses 1,819 3,466
Increase (Decrease) in Accounts Payable
and Accrued Expenses (5,145) (2,771)
------- -------
Net Cash Provided (Used) by Operating
Activities 9,428 35,793
------- -------
INVESTING ACTIVITIES:
Advance to Affiliated Companies (80) -
Patents Pending (250) (5,320)
(Increase) Decrease in Interest
Receivable(Note 4) (3,934) (712)
(Increase) Decrease in Short Term Investment - 25,016
Net Cash Provided by (Used In) Investing
Activities (4,264) 18,984
FINANCING ACTIVITIES:
Exercise of Stock Option by Officer (Note 6) 6,725 -
------- -------
Net Cash Provided (Used) by Financing
Activities 6,725 -
Increase (Decrease) in Cash and Cash
Equivalents 11,889 54,777
------- -------
Cash and Cash Equivalents at Beginning
of Period 64,828 37,874
------- -------
Cash and Cash Equivalents at End of Period 76,717 92,651
======= =======
The accompanying notes are an integral part of the financial
statements.
BIOSYNERGY, INC.
NOTES TO FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies:
Inventories - Inventories are valued at the lower of cost using the
FIFO (first-in, first-out) method or market (using net realizable
value).
Equipment and Leasehold Improvements - Equipment and leasehold
improvements are stated at cost. Depreciation is computed primarily
on the straight-line method over the estimated useful lives of the
respective assets. Repairs and maintenance are charged to expense
as incurred; renewals and betterments which significantly extend the
useful lives of existing equipment are capitalized. Significant
leasehold improvements are capitalized and amortized over the term
of the lease.
Research and Development, and Patents - Research and development
expenditures are charged to operations as incurred. The cost of
obtaining patents, primarily legal fees, are capitalized and
amortized over the life of the respective patent on the
straight-line method.
2. Company Organization and Description:
Biosynergy, Inc. (Company) was incorporated under the laws of the
State of Illinois on February 9, 1976. It is primarily engaged in
the development and marketing of medical, consumer and industrial
thermometric and thermographic products that utilize cholesteric
liquid crystals.
3. Related Party Transactions:
The Company and its affiliates are related through common stock
ownership as follows as of July 31, 2002:
S T O C K O F A F F I L I A T E S
F.K.
Suzuki
Biosynergy International Medlab
Stock Owner Inc. Inc. Inc.
- ------------------------------- ---------- ------------- ---------
F.K. Suzuki International, Inc. 31.9% - 100%
Fred K. Suzuki, Officer 2.1% 35.6% -
Lauane C. Addis, Officer .1% 32.7% -
James F. Schembri, Director 12.8% - -
Mary K. Friske, Officer .1% .2% -
Laurence C. Mead, Officer .1% 4.0% -
BIOSYNERGY, INC.
NOTES TO FINANCIAL STATEMENTS
The following balances were due from F.K. Suzuki International,
Inc., an affiliate, at July 31, 2002:
April 30, 2002 - $19,432
July 31, 2002 - $19,432
The balances result from an allocation of common expenses offset by
advances received from time to time. At July 31, 2002, the
financial condition of F.K. Suzuki International, Inc. is such that
it is unlikely to be able to repay Biosynergy during the next year
without liquidating a portion of its assets.
4. Short-Term Investments:
In May, 2002, the Company invested $250,000 in a 270-day Certificate
of Deposit at an interset rate of 2.2%, pending their use. The
Company is not registered under the Investment Company Act of 1940
and therefore is limited to the types of investments which the
Company may make. The funds invested in the Certificate of Deposit
have not been allocated or earmarked for any specific use.
5. Inventories:
Components of inventories are as follows:
April 30, 2002 July 31, 2002
-------------- -------------
Raw Materials $35,953 $29,717
Work-in process 5,429 9,347
Finished Goods 18,247 19,510
------- -------
$59,629 $58,574
======= =======
6. Common Stock:
The Company's stock is traded in the Over-The-Counter market.
However, there is no established public trading market due to
limited and sporadic trades. The Company's common stock is not
listed on a recognized market or stock exchange.
On November 12, 1998, the Company granted an option to its
President, Fred K. Suzuki, to purchase all or a portion of 3,000,000
shares of the Company's common stock at a purchase price of $.025
per share. The option is subject to several contingencies
including, but not limited to, shareholder approval. On May 9,
2001, this option was exercised to the extent of 290,000 shares
resulting in additional paid-in-capital of $6,725. This option
expired on November 12, 2001.
Effective November 12, 2001, the Company extended the option to Mr.
Suzuki to purchase all or a portion of the remaining 2,731,000
shares of the Company's common stock at a purchase price of $.025
per share to November 12, 2004. The extended option is subject to
several contingencies, including, but not limited to, shareholder
approval. As of July 31, 2002, no portion of this option had been
exercised.
BIOSYNERGY, INC.
NOTES TO FINANCIAL STATEMENTS
7. Income or (Loss) Per Shares:
Net income or (loss) per common share is computed using the weighted
average number of common shares outstanding during the period, after
giving effect to stock splits, and also computed using the average
number of common shares outstanding during the period after giving
effect to the
number of shares of common stock equivalents which would have been
outstanding after exercise of stock options to officers. The
calculation
of net income (loss) per common share and common share equivalent is
as follows:
Quarter Ending July 31
2002 2001
--------- ----------
Net Income (Loss) 14,937 (2,973)
Weighted Average Shares Outstanding
Shares of Common Stock Outstanding 14,075,511 14,075,511
Common Share Equivalents -
Options to Officers 2,731,000 2,731,000
---------- ----------
Total Weighted Shares 16,806,511 16,806,511
Net Income (Loss) per Common share
and Common Share Equivalent $.0009 (.0002)
The weighted average number of common shares outstanding were
14,075,511 at July 31, 2002 and 14,075,511 at April 30, 2002. The
effect of conversion of stock options has not been presented as
conversion would be anti-dilutive.
8. Lease Commitments:
In January, 2001, the Company entered a five year extension of the
lease agreement for its current facilities which expires January 31,
2006. The base rent under the lease escalates over the life of the
lease. Total rent payments for each fiscal year are as follows:
Year ending April 30 Total Base Rent
-------------------- ---------------
2001 17,875
2002 72,000
2003 73,500
2004 74,100
2005 75,900
2006 56,925
Also included in the lease agreement are escalation clauses for the
lessor's increases in property taxes and other operating expenses.
The lease can be extended for an additional five year term.
BIOSYNERGY, INC.
NOTES TO FINANCIAL STATEMENTS
9. Income Taxes:
At April 30, 2002, net operating loss carryforwards were available
and expire, if not used, as follows:
Year Ending Net Operating
April 30, Losses
----------- -------------
2003 85,822
2004 41,176
2006 160
2007 28,253
2017 11,373
--------
$166,784
========
The Company has adopted Statement of Financial Accounting Standards
(SFAS) No. 109, "Accounting for Income Taxes" as required by SFAS
No. 109. The effect, if any, of adopting Statement No. 109 on
pretax income from continuing operations is not material. The
Company has elected not to retroactively adopt the provisions
allowed in SFAS No. 109, however all provisions of the document have
been applied since the beginning of fiscal year 1994.
10. Major Customers:
Shipments to one customer amounted to approximately 42.19% of sales
during the first quarter of Fiscal 2003. At July 31, 2002 there was
an outstanding account receivable from this customer of
approximately $60,346.00.
11. Management's Plans:
Management of the Company recognizes the Company's ability to
continue as a going concern is subject to continuing sales
performance and the ability of the Company to raise money, when
needed. To this extent, management has endeavored to introduce the
Company's products in new markets, expand its marketing efforts in
the traditional medical market and introduce new products. Finally,
management intends to continue pursuing financing opportunities, if
necessary.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
-------------------------------------------------
SALES/REVENUES
For the three month period ending July 31, 2002 ("1st Quarter"), the
net sales increased 22.22%, or $31,429, as compared to net sales for
the comparative quarter ending in 2001. This increase in sales is
primarily the result of an increase in sales of HemoTempR II. As of
July 31, 2002, the Company had $559 in back orders.
In addition to the above, during the 1st Quarter the Company
realized $1,941 of interest income as the result of an investment of
$250,000 in a 270-day Certificate of Deposit. The Company also had
$543 of other miscellaneous revenues primarily from leasing a
portion of its storage space to a third party.
INCOME/LOSS
The Company realized a net income of $14,937 during the 1st Quarter
as compared to a net loss of $2,973 for the comparative quarter of
the prior year. The net income is primarily a result of increased
sales during the 1st Quarter. The overall increase in sales was
offset by an increase in operating expenses discussed below.
As of April 30, 2002, the Company has net operating losses
carryovers aggregating $166,784. As a result of net operating loss
carryovers, no income taxes were due for Fiscal 2002 and will
unlikely be due for Fiscal 2003. See "FINANCIAL STATEMENTS" for the
effect of the net operating loss carryforwards on the Company's
income tax position. The Tax Reform Act of 1986 will not alter the
Company's net operating loss carryforward position, and the net
operating loss carryforwards will be available and expire, if not
used, as set forth in Footnote 9 of the "FINANCIAL STATEMENTS."
BIOSYNERGY, INC
EXPENSES
GENERAL
The operating expenses of the Company during the 1st Quarter
increased overall by 7.6%, or $11,325, as compared to the 1st
quarter in 2001, primarily due to an increase in substantially all
expense categories.
COST OF SALES AND OTHER OPERATING CHARGES
The cost of sales and other operating charges during the 1st Quarter
decreased by $907 as compared to these expenses during the same
quarter ending in 2001. As a percentage of sales, the cost of sales
and other operating charges were 28.87% during the 1st Quarter and
35.93% for the comparative quarter ending in 2001. Although the
sales of the Company increased, the cost of sales and other
operating charges as a percentage of sales went down primarily
because expenses incurred in the comparative quarter ending 2001
included a write-off of raw materials. Subject to unanticipated
increases in raw materials or extraordinary occurrences, it is not
anticipated that the cost of sales and other operating charges as a
percentage of sales will materially change in the near future.
RESEARCH AND DEVELOPMENT
Research and Development costs increased $4,059, or 13.65%, as
compared to the same quarter in 2001. This increase is due to the
Company's accelerating of its investigation and development of
certain compounds for use as bacteria retardant agents for use in
food and other products. These expenses include travel, clinical
trials, laboratory supplies, legal and technical consulting expenses
related to these compounds, and increased salaries for research
personnel. Prior to the recent investigation and development of the
bacteria retardant agents, the Company's research and development
activities were limited to improvement of the current product line
and development of products which were natural extensions thereof.
The Company is uncertain how much of its resources will be required
to complete its investigation and development of the bacteria
retardant agents.
MARKETING
Marketing costs for the 1st Quarter increased by $5,525 or 35.26%,
as compared to the quarter ending July 31, 2001. This increase was
primarily due to an increase in commissions as a result of the
higher sales, and for the development of marketing materials for the
Company's current and proposed products.
BIOSYNERGY, INC.
GENERAL AND ADMINISTRATIVE
General and administrative costs increased by $2,648, or 5.01%, as
compared to the 1st quarter ending in 2001. This increase was
primarily the result of an increase in group health, general
insurance and legal expenses.
ASSETS/LIABILITIES
GENERAL
Since April 30, 2002 the Company's assets have increased by $12,166
and liabilities have decreased by $2,771. The increase in assets,
primarily cash, and liabilities, primarily accrued expenses, is due
to normal fluctuations, and is not indicative of any material change
in the operations of the Company.
PATENTS PENDING
On August 9, 2002, the Company filed a patent application with the
U.S. Patent and Trademark Office, U.S. Serial Number 60/402,188,
titled "Eggshell Microbial Agent and Method of Use." This patent is
a result of the Company's investigation and development of bacterial
retardant agents conducted over the past 3 years.
RELATED PARTY TRANSACTIONS
The Company was owed $19,432 by F.K. Suzuki International, Inc.
("FKSI"), an affiliate, at July 31, 2002. FKSI owed $19,432 at
April 30, 2002. This account primarily represents common expenses
which are charged by the Company to FKSI for reimbursement. These
expenses include general operating expenses. See "Financial
Statements." These expenses are incurred in the ordinary course of
business. Although management believes it is cost effective to
share common expenses with FKSI, the Company has reduced the amount
of advances and common expenses charged to FKSI until FKSI is in a
position to reimburse the Company. Collectability of the amounts
due from FKSI cannot be assured without the liquidation of all or a
portion of its assets, and thus such receivable has been classified
as a non-current asset.
On November 12, 1998, the Company entered into a stock option
agreement with Fred K. Suzuki, President, granting Mr. Suzuki an
option to purchase 3,000,000 shares of the Company's common stock at
an option price of $.025 per share. The option is subject to
several contingencies, including, but not limited to, shareholder
approval. Management believes the option has no value in excess of
the fair market value of the Company's common stock, however, there
was no independent analysis of this transaction. The option
contains anti-dilutive provisions in the event of corporate capital
reorganizations. Mr. Suzuki exercised this option to the extent of
269,000 shares on May 9, 2001. This option expired on November 12,
2001.
Effective November 12, 2001, the Company extended the option to Mr.
Suzuki to purchase all or a portion of the remaining 2,731,000
shares of the Company's common stock at a purchase price of $.025
per share. The extended option is subject to several contingencies,
including, but not limited to, shareholder approval and expires
November 12, 2004. As of July 31, 2002, no portion of this option
had been exercised.
CURRENT ASSETS/CURRENT LIABILITY RATIO
The ratio of current assets to current liabilities, 24.54 to 1, has
increased compared to 21.32 to 1 at April 30, 2002. Management
believes it has sufficient current assets for its operations during
the ensuing year provided there is no adverse material changes.
WORKING CAPITAL/LIQUIDITY
During the 1st Quarter, the Company experienced an increase in
working capital of $11,578. This is due to the profitability of the
Company during the 1st Quarter. See "RELATED PARTY TRANSACTIONS"
above.
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 to carry a minimum
amount of inventory to meet the delivery requirements of customers
and thus, inventory represents a substantial portion of the
Company's current assets.
The Company presently grants payment terms to customers and dealers
of 30 days. The Company will not accept returns of products from
its dealers except for exchange, but does guarantee the quality of
its products to the end user.
As of July 31, 2002, the Company had $517,163 of current assets
available. Of this amount, $58,574 was inventory, $104,109 was net
trade receivables, and $342,651 was cash or short-term investments.
Management of the Company believes that it has sufficient working
capital to continue operations for the fiscal year ending April 30,
2003 provided the Company's sales and ability to collect accounts
receivable are not adversely affected. In the event the Company's
sales decrease or the receivables of the Company are impaired for
any reason, it 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.
Except for its operating working capital needs, the Company has no
material contingencies for which it must provide.
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,
risks inherit in marketing new products, as well as 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 independent public accountants.
Item 3. 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.
BIOSYNERGY, INC.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8K.
-------------------------------
(a) The following exhibits are filed as a part of this report:
(2) Plan of Acquisition, reorganization, arrangement,
liquidation
or succession - none
(3) Articles of Incorporation and By-laws (i)
(4) Instruments defining rights of security holders,
including indentures - none.
(10) Material Contracts
(a) Stock Option Agreement, dated November 12,
2001, between the Company and Fred K. Suzuki (ii)
(11) Statement regarding computation of per share earnings- none.
(15) Letter dated September 13, 2002, regarding interim financial
information. (iii)
(18) Letter regarding change in accounting principals - none.
(19) Reports furnished to security holders - none.
(22) Published report regarding matters submitted to vote of
security holders - none.
(23) Consents of experts and counsel - none.
(24) Power of Attorney - none.
(27) Financial Data Schedule - none.
(b) No Current Reports on Form 8K were filed during the period
covered by this Report.
- ----------------------------------------------------------------
(i) Incorporated by reference to a Registration Statement
filed on Form S-18 with the Securities and Exchange
Commission, 1933 Act Registration Number 2-38015C, under
the Securities Act of 1933, as amended, and Incorporated
by reference, with regard to Amended By-Laws, to the
Company's Annual Report on Form 10K for fiscal year ending
April 30, 1986 filed with the Securities and Exchange
Commission.
(ii) Incorporated by reference to the Company's Annual Report
on Form 10K for fiscal year ending April 30, 2002 filed
with the Securities and Exchange Commission.
(iii) This exhibit is included in this report as a part of the
Financial Statements, and is incorporated by reference
herein.
BIOSYNERGY, INC.
SIGNATURES
----------
Pursuant to the requirements 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.
Biosynergy, Inc.
Date September 13, 2001 /s/ Fred K. Suzuki
-------------------------------
Fred K. Suzuki
Chief Executive Officer,
Chairman of the Board,
President and Treasurer
Date September 13, 2001 /s/ Laurence C. Mead
--------------------------------
Laurence C. Mead
Vice President/Manufacturing and
Development, and Chief Accounting
Officer
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
----------------------------------------
I, Fred K. Suzuki, certify that:
1. I have reviewed this quarterly report on Form 10-Q of
Biosynergy, Inc., registrant;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly 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 quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and we have:
a. Designed such disclosure controls and procedures 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
quarterly report is being prepared;
b. Evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c. Presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls
and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent function):
a. All significant deficiencies in the design or
operation of internal controls which could adversely
affect the registrant's ability to record, process,
summarize and report financial data and have
identified for the registrant's auditors any material
weakness in internal controls; and
b. Any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Dated: September 13, 2002.
/s/ Fred K. Suzuki
--------------------------------------
Fred K. Suzuki
Chairman of the Board, Chief Executive
Officer, President and Treasurer
CERTIFICATION OF CHIEF ACCOUNTING OFFICER
-----------------------------------------
I, Laurence C. Mead, certify that:
1. I have reviewed this quarterly report on Form 10-Q of
Biosynergy, Inc., registrant;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly 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 quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and we have:
a. Designed such disclosure controls and procedures 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
quarterly report is being prepared;
b. Evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c. Presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls
and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent function):
a. All significant deficiencies in the design or
operation of internal controls which could adversely
affect the registrant's ability to record, process,
summarize and report financial data and have
identified for the registrant's auditors any material
weakness in internal controls; and
b. Any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Dated: September 13, 2002.
/s/ Laurence C. Mead
---------------------------------------
Laurence C. Mead
Vice President/Manufacturing and
Development, and Chief Accounting Officer