UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

~~(Mark~~☒ QUARTERLY ~~One~~REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☒For ~~QUARTERLY~~the ~~REPORT~~quarterly ~~PURSUANT~~period TOended ~~SECTION~~October 1331, ~~OR 15(d)~~2021

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2021

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ___________

Commission file number 0-12459

Biosynergy, Inc.

(Exact name of registrant as specified in its charter)

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

1940 East Devon Avenue, Elk Grove Village, Illinois 60007	847-956-0471
(Address of principal executive offices)	(Registrant’s telephone number, including area code)

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 ☒ No☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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 whether the registrant is a large accelerated filing, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ ~~Non-accelerated filer (Do not check if a smaller reporting company) ☐ Smaller reporting company ☒ Emerging growth company ☐~~

Non-accelerated filer (Do not check if a smaller reporting company) ☐ Smaller reporting company ☒

Emerging growth company ☐

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common stock, as of July 31, 2021: 14,935,511

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common stock, as of October 31, 2021: 14,935,511

BIOSYNERGY, INC.

PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements and Supplementary Data

BALANCE SHEETS

	July 31, 2021			April 30, 2021
	October 31, 2021 Unaudited			April 30, 2021 Audited
	Unaudited			Audited
Assets
Current Assets
Current assets
Cash	$	1,~~297~~087,~~167~~784		$	1,250,581
Accounts receivable. Trade (net of allowance for doubtful accounts of $500 at July 31, 2021 and April 30, 2021		130,515			264,509
Accounts receivable. Trade (net of allowance for doubtful accounts of $500 in October 31, 2021 and April 30, 2021)		426,190			264,509
Inventories		~~128~~132,~~609~~390			145,178
Prepaid expenses		2931,~~620~~339			34,261
Total Current Assets		1,~~585~~677,~~911~~703			1,694,529
Property, Plant and Equipment
Equipment		176,812			176,812
Leasehold improvements		25,809			25,809
		202,621			202,621
Less accumulated depreciation and amortization		(~~200~~201,~~674~~790	)		(199,558	)
Total Equipment and Leasehold Improvements Net		1,947			3,063
Total equipment and leasehold improvements net		831			3,063
Operating Lease Right of Use
Operating Lease Right of Use Asset		7248,~~428~~285			96,570
Total Operating Lease Right of Use Asset		7248,~~428~~285			96,570
Other Assets
Patents less accumulated amortization		8885,~~004~~730			91,415
Deposits		5,937			5,937
Deferred Tax Asset		10,329			-
Deferred tax asset		1,269			-
Total other assets		~~104~~92,~~270~~936			97,352
	$	1,~~764~~819,~~556~~755		$	1,891,514

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

BIOSYNERGY, INC.

PART 1 - FINANCIAL INFORMATION

BALANCE SHEETS

Liabilities and Shareholders’ Equity

	October 31, 2021			April 30, 2021
	Unaudited			Audited
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$	92,959		$	3,189
Accrued compensation and payroll taxes		4,690			11,689
Accrued vacation		-			14,125
Other accrued liabilities		-			543
Operating lease liability		48,990			97,980
Total Current Liabilities		146,639			127,526

Long term Liabilities
Deferred income taxes		-			24,992
Total long term liabilities		-			24,992

Stockholders’ Equity
Common stock, no par value: 20,000,000 authorized Shares issued: 14,935,511 shares at October 31, 2021 and April 30, 2021		660,988			660,988

Receivable from affiliate		(24,862	)		(24,862	)

Retained earnings		1,036,990			1,102,870

Total Stockholders’ Equity		1,673,116			1,738,996

	$	1,819,755		$	1,891,514

	July 31, 2021 Unaudited			April 30, 2021 Audited
Current Liabilities
Accounts payable	$	26,497		$	3,189
Accrued compensation and payroll taxes		9,775			11,689
Accrued vacation		1,228			14,125
Other accrued liabilities		3,186			543
Operating lease liability		73,485			97,980
Total Current Liabilities		114,171			127,526
Long term liabilities
Deferred income taxes				$	24,992
Total Long Term Liabilities				$	24,992
Stockholders’ Equity
Common stock, no par value: 20,000,000 authorized shares Issued: 14,935,511 as of July 31, 2021 and April 30, 2021		660,988			660,988
Receivable from affiliate		(24,862	)		(24,862	)
Retained earnings		1,014,259			1,102,870
Total Stockholders’ Equity		1,650,385			1,738,996
	$	1,764,556		$	1,891,514

The accompanying notes are an integral part of the financial statements

~~The accompanying notes are an integral part of the financial statements.~~ 4

BIOSYNERGY, INC.

~~STATEMENTS~~Statements OFof ~~OPERATIONS~~Operations

(Unaudited)

	Three Months Ended						Six Months Ended
	July 31
	October 31						October 31
	2021			2020			2021			2020
Net sales	$	~~174~~522,~~838~~021		$	~~291~~313,~~451~~508		$	696,859		$	604,959
Cost of sales		~~104~~271,~~913~~949			~~111~~109,~~883~~935			377,020			221,818
Gross profit		69250,~~925~~072			~~179~~203,~~568~~573			319,839			383,141
Operating expenses
Marketing		3422,~~110~~593			4539,~~086~~069			56,758			84,155
General and administrative		~~131~~165,~~794~~170			~~113~~88,~~540~~953			297,068			202,492
Research and development		29,~~266~~911			4036,~~053~~787			59,310			76,840
Total Operating Expenses		~~195~~217,~~170~~674			~~198~~164,~~679~~809			413,136			363,487
Loss from operations		(125,245	)		(19,111	)
Income from operations	$	32,398			38,764			(93,297	)		19,654
Other income
Interest income		5824			~~142~~115			81			257
Other income		~~1,255~~320			480			1,075			960
Total Other Income		~~1,313~~344			~~622~~595			1,156			1,217
Net Loss before income taxes		(123,932	)		(18,489	)
Net income (loss) before income taxes		32,742			39,359			(92,141	)		20,871
Benefit for income taxes		(35,321	)		(5,269	)
Provision (benefit) for income taxes		9,060			11,217			(26,261	)		5,948
Net Loss	$	(88,611	)	$	(13,220	)
Net income (loss)	$	23,682		$	28,142		$	(65,880	)	$	14,923
Net Loss per common share - basic and diluted	$	(.0059	)	$	(.0008	)
Net income (loss) per common share - basic and diluted	$	.0016		$	.0019		$	(.0044	)	$	.0010
Weighted-Average Shares of Common Stock Outstanding - Basic and Diluted		14,935,511			14,935,511			14,935,511			14,935,511

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

4 5

BIOSYNERGY, INC.

STATEMENT OF SHAREHOLDERS' EQUITY

~~THREE~~SIX MONTHS ENDED ~~JULY~~OCTOBER 31, 2021

(Unaudited)

	Common Stock
	Shares		Amounts		Receivable from Affiliate			Retained Earnings			Total
Balance, May 1, 2021		14,935,511	$	660,988	$	(24,862	)	$	1,102,870		$	1,738,996
Net Loss		-		-		-		$	(8865,~~611~~880	)	$	(8865,~~611~~880	)
Balance, July 31, 2021		14,935,511	$	660,988	$	(24,862	)	$	1,014,259		$	1,650,385
Balance, October 31,2021		14,935,511	$	660,988	$	(24,862	)	$	1,036,990		$	1,673,116

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

BIOSYNERGY, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended July 31
	Six Months Ended October 31
Cash flows from operating activities	2021			2020
	2021			2020
Net loss	$	(88,611	)	$	(13,220	)
Cash flows from operating activities
Adjustments to reconcile net loss to cash provided by operating activities
Net income (loss)	$	(65,880	)	$	14,923
Deferred Taxes		(35,321	)		-
Adjustments to reconcile net income (loss) to cash (used in) provided by operating activities
Depreciation and amortization		4,526			4,526
Deferred taxes		(26,261	)		-
Noncash lease expense		24,143			24,143
Depreciation and amortization		7,917			9,053
Noncash lease expense		48,285			48,285
Changes in assets and liabilities
Accounts receivable		~~133~~(161,~~994~~681	)		~~36,414~~805
Inventories		1612,~~569~~788			7711,168
Prepaid expenses		42,~~641~~922			(113,~~368~~880	)
Accounts payable and accrued expenses		1168,~~140~~103			(1735,~~328~~675	)
Building lease liability for right of use asset		(2448,~~495~~990	)		(2347,~~790~~580	)
Total adjustments		~~135~~(96,~~197~~917	)		~~22,674~~(64	)
Net cash provided by operating activities		46,586			9,454
Net cash (used in) provided by operating activities		(162,797	)		14,859
Increase in cash and cash equivalents		46,586			9,454
(Decrease) increase in cash and cash equivalents		(162,797	)		14,859
Cash and cash equivalents beginning period		1,250,581			1,245,282
Cash and cash equivalents ending period	$	1,~~297~~087,~~167~~784		$	1,~~254~~260,~~736~~141
Supplemental cash flow information
Supplemental Cash Flow information
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

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

BIOSYNERGY, INC.

Notes to Financial Statements

~~Three~~Six Months Ended ~~July~~October 31, 2021 and 2020

Note 1 - Company Organization and Description

In the opinion of management, the accompanying unaudited condensed financial statements contain all adjustments, consisting of normal recurring adjustments which are necessary for a fair presentation of the financial position and results of operations for the periods presented. The unaudited condensed financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all the information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America. These condensed financial statements should be read in conjunction with the audited financial statements and notes included in the Company’s April 30, 2021 Annual Report on Form 10-K. The results of operations for the ~~three~~six months ended ~~July~~October 31, 2021 are not necessarily indicative of the operating results for the full year.

Biosynergy, Inc. (the 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. The Company’s primary product, the HemoTemp® II Blood Monitoring Device, accounted for approximately 8782.525% of the sales during the ~~quarter~~six months ending ~~July~~October 31, 2021 and 8688.42% during the ~~quarter~~six months ending ~~July~~October 31, 2020. 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

Cash

The Company maintains all of its cash in various bank deposit accounts, which at times may exceed federally insured limits. No losses have been experienced on such accounts.

Receivables

Receivables are carried at original invoice less estimates made for doubtful receivables. Management determines the allowances for doubtful accounts by reviewing and identifying troubled accounts on a periodic basis and by using historical experience applied to an aging of accounts. A receivable is considered to be past due if any portion of the receivable balance is outstanding beyond the stipulated due date. Receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded when received.

Inventories

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

BIOSYNERGY, INC.

Notes to Financial Statements

Three Months Ended July 31, 2021 and 2020

Depreciation

Equipment and leasehold improvements are stated at cost. Depreciation is computed 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 the term of the lease; equipment is depreciated over three to ten years.

Depreciation expense was $12,~~116~~232 ~~for~~and ~~each~~$2,232 offor the ~~three~~six month periods ending ~~July~~October 31, 2021 and 2020, respectively.

BIOSYNERGY, INC.

Notes to Financial Statements

Six Months Ended October 31, 2021 and 2020

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 accounts for revenue in accordance with ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)". The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance provides a five-step process to achieve that core principle and to determine when and how revenue is recognized.

The components as it relates to the Company are as follows:

•

The Company’s revenue is primarily generated from the sales of products directly to customers or through distribution channels, based on purchase orders and not supply contracts providing for additional goods or services once the products are transferred to the customer. The Company believes its performance obligations are satisfied upon shipment of goods to customers. The customers are billed at shipment, and revenue is recognized by the Company at that time.

•

ASU No. 2014-09 requires that the Company recognize its sales return allowance on a gross basis rather than as a net liability. As such, the Company now recognizes a return asset for the right to recover the goods returned by the customer, measured at the former carrying amount of the products, less any expected recovery costs (recorded as an increase to prepaid expenses and other current assets), and a return liability for the amount of expected returns (recorded as an increase to other current liabilities). The Company’s analysis of sales returns over the past several years noted that sales returns are nominal and therefore no sales return allowance is deemed necessary.

Shipping and Handling

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

BIOSYNERGY, INC.

Notes to Financial Statements

Three Months Ended July 31, 2021 and 2020

Income Taxes

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

The Company files tax returns in the U.S. federal jurisdiction and with the state of Illinois. Various tax years remain open to examinations, generally for three years after filing, although there are currently no ongoing tax examinations. Management’s policy is to recognize interest and penalties related to uncertain tax positions in income tax expense.

The benefit for income taxes consists of the following components for the three month periods ended July 31:

	2021			2020
Current
Federal	$	-		$	(3,513	)
State		-			(1,756	)
Deferred		(35,321	)		-
Provision for Income Taxes	$	(35,321	)	$	(5,269	)

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

	Period ended July 31,
	2021			2020
U.S. federal statutory tax rate		(21.0	%)		(21.0	%)
State income tax expense, net of Federal tax benefit		(7.5	)		(7 .5	)
Effective Tax Rate		(28.5	%)		(28.5	%)

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 on the straight-line method.

Patent amortization expense for each of the three months ended July 31, 2021 and 2020 were $3,411.

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

BIOSYNERGY, INC.

Notes to Financial Statements

~~Three~~Six Months Ended ~~July~~October 31, 2021 and 2020

Note 2 - Summary of Significant Accounting Policies (Cont’d)

The Company files tax returns in the U.S. federal jurisdiction and with the state of Illinois. Various tax years remain open to examinations, generally for three years after filing, although there are currently no ongoing tax examinations. Management’s policy is to recognize interest and penalties related to uncertain tax positions in income tax expense.

The provision (benefit) for income taxes consists of the following components for the six month periods ended October 31:

	2021			2020
Current
Federal	$	-		$	3,965
State		-			1,983
Deferred		(26,261	)		-
Provision for Income Taxes	$	(26,261	)	$	5,948

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

	Period ended October 31,
	2021			2020
U.S. federal statutory tax rate		21	%		21	%
State income tax expense, net of Federal tax benefit		7.5	%		7.5	%
Effective Tax Rate		28.5	%		28.5	%

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 on the straight-line method.

Patent amortization expense for the six months ended October 31, 2021 and 2020 was $5,685 and $6,822, respectively.

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

Use of Estimates

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

BIOSYNERGY, INC.

Notes to Financial Statements

Six Months Ended October 31, 2021 and 2020

Note 2 - Summary of Significant Accounting Policies (Cont’d)

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 ~~1st~~six ~~quarter~~months ended ~~July~~October 31, 2021 and 2020 as there are no common stock equivalents.

Comprehensive Income

Components of comprehensive income include amounts that are included in the comprehensive income but are excluded from net income. During the ~~three~~six month periods ending ~~July~~October 31, 2021 and 2020, there were no differences between the Company’s net income and comprehensive income.

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 balances sheets as of ~~July~~October 31, 2021 and April 30, 2021, approximates their carrying value.

Segments

Accounting standards have established annual reporting standards for an enterprise’s operating segments and related disclosures about its products, services, geographic areas and major customers. The Company’s operations were a single reportable segment and an international segment. The international segment operations are immaterial. See Note 7.

Recent Accounting Pronouncements

The FASB issues ASUs to amend the authoritative literature in Accounting Standards Certification (ASC). There have been a number of ASUs to date that amend the original text of ASCs. 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.

10 11

BIOSYNERGY, INC.

Notes to Financial Statements

~~Three~~Six Months Ended ~~July~~October 31, 2021 and 2020

Note 3 – Inventories

Components of inventories are as follows:

		July 31, 2021		April 30, 2021
	October 31,		April 30,
Raw materials	$	116,854	$	108,604
	2021		2021
Work-in-process		5,715		25,371
Raw materials	$	104,544	$	108,604
Finished goods		6,040		11,203
Work-in-process		1,964		25,371
	$	128,609	$	145,178
Finished goods		25,882		11,203
	$	132,390	$	145,178

Note 4 – Common Stock

The Company’s common 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.

Note 5 - Related Party Transactions

The Company and its affiliates are related through common stock ownership as follows as of ~~July~~October 31, 2021:

	Stock of Affiliates
	Biosynergy, Inc.			F.K. Suzuki International, Inc.			Medlab, Inc.
F.K. Suzuki International, Inc		30.0%	%		-%	%		100.0%	%
Fred K. Suzuki, Officer		4.1			30.0			-
Jeanne S. Addis, Trustee		-			28.1			-
Mary K. Friske		0.3			0.7			-
Laurence C. Mead		0.4			10.0			-
Beverly R. Suzuki		2.7			-			-
Lauane C. Addis, Director		-			-			-
Lauane C. Addis, Officer		-			-			-
Malcolm MacCoun, Director		-			-			-

12 11

BIOSYNERGY, INC.

Notes to Financial Statements

~~Three~~Six Months Ended ~~July~~October 31, 2021 and 2020

Note 5 - Related Party Transactions (Cont’d)

As of ~~July~~October 31, 2021 and April 30, 2021, $24,862 was due from F. K. Suzuki International, Inc. ~~(FKSI).~~These ~~This~~balances ~~balance~~result ~~resulted~~ from an allocation of common ~~operating~~ 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 unlikely be able to repay the Company during the next year without liquidating a portion of its assets, including a portion of its ownership in the Company. As a result, the ~~total~~ receivable balance has been reclassified as a contra equity account.

A board member provided 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 $2995,~~549~~517 and $46,~~832~~002 for the ~~three~~six months ended ~~July~~October 31, 2021 and 2020, respectively.

Note 6 – Lease Commitments

On February 25, 2016, the FASB issued Topic 842, Leases. Under its core principle, a lessee will recognize lease assets and liabilities on the balance sheet for all arrangements with terms longer than 12 months. Lessor accounting remains largely consistent with existing U.S. GAAP. At inception, a lessee must classify all leases as either finance or operating. In February ~~2020~~2021, the Company entered into a two-year lease agreement for its current facilities, which started May 1, ~~2020~~2021 and expires on April 30, 2022. Under the new lease standard, the Company’s lease was accounted for as an operating lease. As a result, the Company measured the lease liability using the two year term and rates per the lease agreement and recognized a lease liability, with a corresponding right-of-use asset. A discount was not calculated due to the lease agreement only having a two- year term.

The operating lease expense for the ~~three~~six months ending ~~July~~October 31, 2021 and 2020 was $2448,~~143~~285 and $2448,~~143~~285, respectively.

Maturities of lease liabilities as of ~~July~~October 31, 2021 are presented in the following table:

Year Ending April 30:
Period Ending April 30:
2022	$	7348,~~485~~285

Note 7 – Customer Concentrations

Shipments to one customer amounted to 3328.1736% of sales during the first ~~three~~six months of Fiscal ~~2022~~2021 compared to 3332.2904% during the comparative Fiscal 2021 period. As of ~~July~~October 31, 2021, there were outstanding accounts receivable from this customer of $61117,~~999~~130 compared to $82,~~460~~190 at ~~July~~October 31, 2020. Shipments to another customer amounted to 3938.9825% of sales during the first ~~three~~six months of Fiscal ~~2022~~2021 and 3436.6657% of sales during the first ~~three~~six months of Fiscal 2021. As of ~~July~~October 31, 2021, there were outstanding accounts receivable from this customer of $59223,~~176~~869 compared to $~~107~~136,~~544~~555 at ~~July~~October 31, 2020.

12 13

BIOSYNERGY, INC.

Notes to Financial Statements

~~Three~~Six Months Ended ~~July~~October 31, 2021 and 2020

Note 7 – Customer Concentrations (~~cont~~Cont’d)

The Company had export sales of $311,~~750~~860 during the ~~first~~2nd ~~three~~Quarter ~~months~~ of Fiscal 2022, and export sales of $119,~~640~~930 during the ~~first~~2nd ~~three~~Quarter ~~months~~ of Fiscal 2021. For the six months ending October 31, 2021 export sales were $15,430 and $21,570 for the same period ending October 31, 2020. 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.

Note 8 – COVID-19 Pandemic and Other ~~Risks~~Challenges

The Company will face challenges in 2021 and 2022 as a result of the COVID-19 pandemic and the resignation of three employees since April 30, 2021. Such challenges will include (among other things) decreases or significant decreases in demand for certain products that is partially responsible for a decrease in sales for the ~~quarter~~six month period ending ~~July~~ 31October31, 2021, and increases in demand for others, collectability of customer accounts receivable from customers negatively impacted by the ~~epidemic~~pandemic, managing the health and productivity of our employees working in our facility or working remotely, managing our information technology (IT) infrastructure and security for our employees working remotely, procuring adequate raw materials and packaging, as well as managing our supply chain. ~~and~~However ~~producing~~the resignation of the three employees negatively impacted the short-term ability of the Company’s to manufacture and deliver its products to customer since the employees who resigned were primarily responsible for manufacturing and shipping. We have worked closely with our domestic suppliers to source and maintain a consistent supply of raw material, ingredients and packaging to provide a steady supply of our products to our customers, and have entered into a contract manufacturing agreement with a third party to manufacture our liquid crystal temperature indicators. We are fortunate that to date that we have not been significantly impacted by the pandemic. ~~However,~~and ~~the~~were ~~resignation~~able ofto ~~the~~find ~~employees~~a ~~since April~~manufacturer ~~30,~~for ~~2021 has impacted~~ the ~~short-term~~Company’s ~~manufacturing capability and workflow resulting in backorders at July 31, 2021~~products. We believe with the third party manufacturing arrangement and temporary packaging and shipping personnel, the Company will be able to continue supplying its customers with products.

13 Note 9-Subsequent Events

On November 23, 2021, the Company entered into an Asset Purchase Agreement (the “Agreement”) with LCR Hallcrest, LLC (“Hallcrest”) for the sale of substantially all of the Company’s assets, other than cash, to Hallcrest for total consideration of $1,500,000, subject to adjustment for inventory value (the “Transaction”). Pursuant to the Agreement, Hallcrest will acquire the Company’s entire product line, and all tangible assets and technology owned by the Company. The Transaction is expected to close in late December 2021 or early January, 2022, subject to satisfaction or waiver of closing conditions. The Agreement contains customary representations, warranties and covenants of Biosynergy and Hallcrest. Ten percent (10%) of the purchase price will be held in escrow for six (6) months after closing as security for the representations and warranties made by Biosynergy in the Agreement. It is anticipated the proceeds from the sale of its assets, less expenses of the Transaction and dissolution of the Company, and existing cash assets will be distributed by Biosynergy to its shareholders.

BIOSYNERGY, INC.

~~Three~~Six Months Ended ~~July~~ October 31, 2021 and 2020

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Net Sales/Revenues

For the three month period ending ~~July~~October 31, 2021 (“~~1st~~2nd Quarter”), the net sales ~~decreased~~increased 4066.5%, or $~~116~~208,~~613~~513, and increased 15.2%, or $91,900, during the six month period ending October 31, 2021, as compared to net sales for the comparative ~~three~~periods ~~month period~~ ending in 2020. The ~~decrease~~increase in ~~net~~ sales during the ~~1st~~2nd Quarter ~~was~~is primarily ~~due~~the toresult of an increase in the ~~resignation~~sales of ~~certain~~HemoTemp® ~~production~~II ~~employees~~to ~~which~~fill ~~resulted~~backorders inand ~~production~~sales ~~delays~~of certain raw materials. As The Company had no production of ~~July~~its 31products during July, 2021, due to the ~~Company~~resignation ~~had~~of ~~back~~the ~~orders~~Company’s ~~totaling~~production ~~$149,968~~manager. ~~Effective~~ ~~August~~LCR 6Hallcrest LLC (“Hallcrest”) began manufacturing the Company’s products, ~~2021~~other than the HemoTemp® II Activator and HemoCoolTM Gel-Pak, to the Company’s ~~entered~~specifications ~~into~~on July 15, 2021 pursuant to a Contract Manufacturing Agreement ~~with~~(“Hallcrest ~~LCR~~Agreement”) ~~Hallcrest~~executed August 6, ~~LLC~~2021. ~~for~~Raw materials, including the ~~manufacture~~liquid ofcrystal inks, were supplied and sold by the Company’s ~~liquid~~to ~~crystal~~Hallcrest ~~products,~~for ~~such~~production asof ~~HemoTemp~~the IICompany’s products. As a result of the Hallcrest Agreement, the Company was able to ~~ship~~resume ~~all~~shipments of ~~the~~its ~~back~~products ~~orders~~in atAugust 2021. As of July 31, 2021, asthe Company had back orders consisting mostly of ~~September~~orders 14for HemoTemp® II totaling $149,968. As of October 31, 2021, the Company had back orders of $9,110, but had no backorders of HemoTemp® II.

In addition to the above, ~~during~~ the ~~1st Quarter the~~ Company had $~~480~~344 and $1,156 of other miscellaneous revenues primarily from interest income and leasing a portion of its storage space to a third party during the three and ~~interest~~the ~~income~~six ofmonth ~~$58~~periods ending October 31, 2021, respectively.

Costs and Expenses

General

The operating expenses of the Company during the ~~1st~~2nd Quarter ~~decreased~~increased overall by 132.9707%, or $352,~~509~~865, asand ~~compared~~increased toby 13.66%, or $49,652, for the ~~three~~six month period ending ~~July~~October 31, ~~2020~~2021, ~~primarily~~as ~~due~~compared to athe ~~decrease~~same periods ending in ~~production,~~2020. ~~marketing~~The ~~and~~increase ~~research~~during the 2nd Quarter and ~~development~~for ~~expenses~~the ~~offset~~six bymonth period ending October 31, 2021 was due primarily to an increase in ~~general~~legal and ~~administrative~~accounting fees offset by a reduction in employee expenses due to the resignation of three employees during the three-month period ending July 31, 2021 (“1st Quarter”).

Cost of Sales

The overall cost of sales during the ~~1st~~2nd Quarter ~~decreased~~increased by $6162,~~970~~014 asand ~~compared~~increased toby ~~these~~$155,202 ~~expenses~~ during the ~~three~~six month period ending ~~July~~October 31, ~~2020. This~~2021 ~~decrease~~as ~~was~~compared ~~due~~to ~~primarily~~the ~~due~~same toperiods ~~reduced~~ending ~~salaries~~in ~~and~~2020. ~~related~~This ~~employee~~overall ~~expenses~~increase inwas ~~July~~due asto athe ~~result~~Company ofpurchasing ~~the~~finished ~~resignation~~products offrom ~~production~~Hallcrest ~~employees~~at ~~during~~a ~~the~~cost ~~1st~~higher ~~Quarter~~than producing its own products. As a percentage of sales, the cost of sales ~~was~~were 6052.1% during the ~~1st~~2nd Quarter ~~compared~~and ~~to 38~~35.3907% for the ~~three-month~~comparative ~~period~~quarter ending ~~July~~in ~~31,~~ 2020,; ~~due~~and ~~primarily~~54.1% toduring athe ~~decrease~~six inmonth ~~sales,~~period ~~but~~ending ~~with~~October ~~ongoing~~31, ~~fixed~~2021 ~~costs. Subject~~compared to ~~unanticipated~~36,67% ~~increases~~ in ~~raw~~2020. ~~materials~~It ~~or extraordinary occurrences, it~~ is ~~not~~ anticipated that the cost of sales as a percentage of sales will not materially change inas long as Hallcrest is producing the ~~near~~Company’s ~~future~~products.

Research and Development Expenses

Research and Development costs ~~for the 1st Quarter~~ decreased by $106,~~787~~876, or 2618.97%, during the 2nd Quarter as compared to the same quarter in ~~fiscal~~ 2020. ~~The~~ ~~decrease~~These ~~was~~costs ~~mainly~~decreased ~~due~~by to$17,530, aor ~~reduction~~22.8% induring ~~staff as a result of~~ the ~~resignation~~six ofmonth ~~certain~~period ~~employees~~ending ~~during~~October ~~the~~31, ~~1st~~2021 ~~Quarter. The~~as ~~Company~~compared ~~is continuing research intended~~ to ~~improve and expand~~ the ~~Company’s~~same ~~current~~period ~~product~~in ~~line~~2020. ~~The~~ ~~Company~~This ~~does~~decrease ~~not~~was ~~have~~primarily ~~sufficient~~due ~~information~~ to ~~determine~~lower ~~the~~employee ~~extent~~costs toand ~~which~~decreased ~~the Company will be required to allocate its resources to the continued~~ development ~~of these products~~activities.

Marketing Expenses

Marketing expenses for the ~~1st~~2nd Quarter decreased by 24$16,476, or 42.342%, oras compared to the quarter ending October 31, 2020 and decreased by $1027,~~976~~397 or 32.56%, asduring the six month period ending October 31, 2021 compared to the ~~quarter~~six-month period ending ~~July~~October 31, 2020. The ~~decrease~~change in marketing expenses for the six-month period ending October 31, 2021 compared to the six-month period ending October 31, 2020 was primarily due to ~~the~~lower ~~resignation~~salaries, ofemployee ~~certain~~expenses, ~~employees~~advertising fees and travel and entertainment expenses and a decrease in marketing activities due to the employee resignations during the 1st Quarter.

General and Administrative Expenses

General and administrative costs ~~for~~increased by $76,217, or 85.7%, in the ~~1st~~2nd Quarter, and increased by $1894,~~254~~666, or 1646.18%, asduring ~~compared to~~ the 3six month period ending ~~July~~October 31, ~~2020.~~2021, ~~This~~as ~~increase~~compared ~~was~~to ~~primarily~~ the ~~result~~same ofperiods ~~an increase~~ in ~~professional~~2020. ~~services~~This ~~provided~~overall toincrease for the ~~Company~~six ~~due~~months toending ~~the~~October ~~resignation~~31, of2021 ~~certain~~was ~~employees~~due ~~during~~primarily ~~the~~to ~~1st~~higher ~~Quarter~~legal ~~who~~and ~~previously~~accounting ~~provided~~fees ~~such~~and ~~services.~~administrative Aspersonnel expenses as a result of ~~such~~the ~~employee~~Company ~~resignations,~~using itindependent iscontractors ~~likely~~to ~~general~~perform ~~and~~services ~~administrative~~previously ~~expenses~~provided ~~will~~by ~~continue~~employees toof bethe ~~higher~~Company inwho ~~Fiscal~~resigned ~~2022~~during ~~than~~the ~~Fiscal~~1st ~~2021~~Quarter, offset by a decrease in employee costs.

Net Income ~~(Loss)~~

The Company realized a net ~~loss~~income of $8832,~~611~~742 during the ~~1st~~2nd Quarter as compared to a net ~~loss~~income of $1328,~~220~~142 for the comparative quarter ofin the prior year. The Company also realized a net loss ~~during~~of $92,141 for the ~~first~~six ~~quarter~~month ~~was~~period ~~primarily~~ending ~~due~~October to31, ~~lower~~2021 ~~sales~~as ~~due~~compared to a net income of $14,923 during the ~~inability~~same period in 2020. The decrease in net income is a result of decreased net sales for the ~~Company~~1st Quarter and higher general and administrative expenses due to ~~produce~~the ~~its~~resignation ~~liquid~~of ~~crystal~~three ~~products~~employees during ~~July,~~ ~~2021~~the 1st Quarter.

Assets/Liabilities

General

Since April 30, 2021, the Company’s assets have decreased by $~~126~~74,~~958~~810 and liabilities have ~~decreased~~increased by $3819,~~347~~113. The overall decrease in assets ~~and liabilities~~ is primarily due to ~~lower~~net ~~sales~~operating ~~discussed~~loss ~~above~~during ~~and~~the asix ~~corresponding~~months ~~decrease~~ending inOctober ~~accounts~~31, ~~receivable during the 1st Quarter~~2021.

Related Party Transactions

~~The~~As ~~Company~~of ~~was~~October ~~owed~~31, 2021 and April 30, 2021, $24,862 bywas due from F. K. Suzuki International, Inc. ~~("FKSI"),~~These anbalances ~~affiliate,~~result atfrom ~~July~~an ~~31,~~allocation ~~2021~~of ~~and April 30, 2021. This account primarily represents~~ common expenses ~~which~~charged ~~were~~to ~~previously~~FKSI ~~charged~~offset by ~~the~~advances ~~Company~~received tofrom ~~FKSI~~time ~~for~~to ~~reimbursement~~time. No interest income is received or accrued by the Company. ~~Collectability~~The financial condition of ~~the~~FKSI ~~amounts~~is ~~due~~such ~~from~~that ~~FKSI~~it ~~cannot~~will unlikely be ~~assured~~able ~~without~~to repay the ~~liquidation~~Company ofduring ~~all~~the ornext year without liquidating a portion of its assets, including a portion of its ~~common~~ownership ~~stock~~in of the Company. As a result, the ~~total~~receivable ~~amount~~balance ~~owed~~has bybeen ~~FKSI to the Company was~~ reclassified as a ~~reduction~~contra ofequity ~~FKSI’s capital in the Company~~account.

A board member provides a variety of legal services to the Company in his capacity as a partner in a law firm. Fees for such legal services were approximately $29,549 and $4,832 for the three month periods ending July 31, 2021 and 2020, respectively. 16

A board member provides a variety of legal services to the Company in his capacity as a partner in a law firm. Fees for such legal services were approximately $95,517 and $6,002 for the six months ended October 31, 2021 and 2020, respectively.

Current Assets/Liabilities Ratio

The ratio of current assets to current liabilities, 1311.94 to 1 ~~at July 31~~, ~~2021,~~ has ~~increased~~decreased compared to 13.3 to 1 at April 30, 2021, primarily due to lower cash balances with higher accounts ~~payables~~receivable and higher accounts payable and accrued liabilities. The Company anticipates the ratio of current assets to current liabilities will remain substantially at its current level , subject to other normal fluctuations. In order to maintain or improve the Company’s asset/liabilities ratio, the Company’s operations must return to profitability.

BIOSYNERGY, INC.

Three Months Ended July 31, 2021 and 2020

Liquidity and Capital Resources

During the ~~1st~~six ~~Quarter~~month period ending October 31, 2021, the Company experienced a decrease in working capital of $9535,~~261~~940. This was primarily due to ~~lower sales due to~~ the ~~Company’s~~net ~~inability~~operating toloss ~~produce~~during ~~liquid~~the ~~crystal~~six ~~products~~month toperiod ~~fulfill~~ending ~~customer~~October ~~orders~~31, ~~which resulted in lower accounts receivable~~2021.

The Company has attempted to conserve working capital whenever possible. To this end, the Company attempts to keep inventory at minimum levels. During July of the 1st Quarter, the Company was unable to produce its liquid crystal products due to the resignation of certain employees, causing a shortage of finished goods. This resulted in the Company having back orders of liquid crystal products of $149,968 at July 31, 2021. The Company entered into a Contract Manufacturing Agreement with LCR Hallcrest, LLC on August 6, 2021. Pursuant to this Agreement, LCA Hallcrest, LLC will manufacture the Company’s liquid crystal products using raw materials supplied by the Company. The Company will continue to ship and sell the liquid crystal products manufactured by LCR Hallcrest, LLC. The Company believes that it will be able to maintain adequate ~~finished goods~~ inventory to supply its customers on a timely basis ~~with~~by ~~LCR~~careful ~~Hallcrest,~~planning ~~LLC~~and ~~producing~~forecasting ~~its~~demand ~~liquid~~for ~~crystal~~its products. ~~The~~However, the Company is nevertheless required to carry ~~sufficient~~a ~~finished~~minimum ~~inventory~~amount ~~and~~of ~~raw~~inventory ~~materials~~ to meet the delivery requirements of customers and thus, inventory ~~will~~represents ~~continue to represent~~ a substantial portion of the Company’s investment in current assets.

The Company presently grants payment terms to customers and dealers. Although the Company experiences varying collection periods of its ~~accounts~~account receivable, the Company believes that uncollectable accounts receivable will not have a significant effect on future liquidity. The Company’s accounts receivable increased during the 2nd Quarter by $295,675 due to the shipment of backorders as of July 31, 2021 during the 2nd Quarter.

~~Cash~~The ~~provided~~cash used by operating activities was $46162,~~586~~797 during the ~~three~~six month period ending ~~July~~October 31, 2021. ~~There~~primarily ~~was~~due noto the use of cash ~~used~~to purchase inventory for sale to its customers and an increase in ~~investing~~accounts ~~activities~~receivable due to shipments of products backordered during the 1st Quarter. Except for its operating ~~expenses~~working capital, management is not aware of any other material capital requirements or material contingencies for which it must provide. There were no cash flows from financing or investing activities during the ~~three~~six month period ending ~~July~~October 31, 2021 ~~or 2020~~.

As of ~~July~~October 31, 2021, the Company had $1,~~585~~677,~~911~~703 of current assets available. Of this amount, $2931,~~620~~339 was prepaid expenses, $~~128~~132,~~069~~390 was inventory, $~~130~~426,~~515~~190 was net trade receivables and $1,~~297~~087,~~167~~784 was cash. The Company’s available cash and cash flow are considered adequate to fund the short-term capital needs of the Company. 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 capital needs of the Company, although there is no such currently known long-term capital needs other than operations.

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. 17

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.

16 The Company’s significant accounting policies are disclosed in Note 2 to the Financial Statements for the

~~The~~2nd ~~Company’s significant accounting policies are disclosed in Note 2 to the Financial Statements for the 1st~~ Quarter. See “Financial Statements.” Except as noted below, the impact on the Company’s financial position or results of operation would not have been materially different had the Company reported under different conditions or using different assumptions. The policies which may have materially affected the financial position and results of operations of the Company if such information had been reported under different circumstances or assumptions are:

Lease Commitments - On February 25, 2016, the FASB issued Topic 842, Leases. Under its core principle, a lessee will recognize lease assets and liabilities on the balance sheet for all arrangements with terms longer than 12 months. Lessor accounting remains largely consistent with existing U.S. GAAP. At inception, a lessee must classify all leases as either finance or operating. The Company classifies the lease for its facility in Elk Grove Village as an operating lease.

Revenue Recognition - In May 2014, the Financial Accounting Standard Board (FASB) issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition, and most industry-specific guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance provides a five-step process to achieve that core principle and to determine when and how revenue is recognized.

Use of Estimates. Preparation of financial statements and conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the Financial Statements and the reported amounts of revenues and expenses during the reporting period. The financial condition of the Company and results of operations may differ from the estimates and assumptions made by management in preparation of the Financial Statements accompanying this report.

Allowance for Bad Debts. The Company periodically performs credit evaluations of its customers and generally does not require collateral to support amounts due from the sale of its products. The Company maintains an allowance for doubtful accounts based on its best estimate of ~~the collectability~~ accounts receivable.

Forward-Looking Statements

This report may contain statements which, to the extent they are not recitations of historical fact, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). Such forward-looking statements involve risks and uncertainties. Actual results may differ materially from such forward-looking statements for reasons including, but not limited to, changes to and developments in the legislative and regulatory environments effecting the Company’s business, the impact of competitive products and services, changes in the medical and laboratory industries caused by various factors, 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.

17 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

~~BIOSYNERGY~~Market risk is the risk of loss arising from adverse changes in market rates and prices, ~~INC~~such as interest rates, foreign currency exchange rates and commodity prices. The Company’s primary exposure to market risk is interest rate risk associated with its short term money market investments. The Company does not have any financial instruments held for trading or other speculative purposes and does not invest in derivative financial instruments, interest rate swaps or other investments that alter interest rate exposure. The Company does not have any credit facilities with variable interest rates. The Company’s operations are not exposed to financial risk that will have a material impact on its financial position and results of operation.

~~Three~~Item ~~Months~~4. ~~Ended~~CONTROLS ~~July~~AND ~~31, 2021 and 2020~~PROCEDURES

~~Item~~Disclosure 3.Controls ~~QUANTITATIVE~~and ~~AND~~Procedures ~~QUALITATIVE DISCLOSURES ABOUT MARKET RISK.~~

~~Market~~The ~~risk~~Company ishas ~~the~~established ~~risk~~and ofmaintains ~~loss~~disclosure ~~arising~~controls ~~from adverse changes in market rates~~ and ~~prices,~~procedures ~~such~~ (as ~~interest~~defined ~~rates,~~in ~~foreign~~Rules ~~currency~~13a15(e) ~~exchange rates~~ and ~~commodity~~15d-15(e) ~~prices.~~of ~~The Company’s primary exposure to market risk is~~ the ~~interest~~Exchange ~~rate~~Act) ~~risk~~which ~~associated~~are ~~with~~controls ~~its~~and ~~short~~other ~~term~~procedures ~~money~~of ~~market~~the ~~investments. The~~ Company ~~does~~that ~~not~~are ~~have~~designed ~~any~~to ~~financial~~ensure ~~instruments~~that ~~held~~information ~~for~~required ~~trading~~to orbe ~~other~~disclosed ~~speculative~~by ~~purposes~~the ~~and~~Company ~~does not invest~~ in ~~derivative~~the ~~financial~~reports ~~instruments,~~that ~~interest~~it ~~rate~~files ~~swaps~~ or ~~other~~submits ~~investments~~under ~~that~~the ~~alter~~Exchange ~~interest~~Act ~~rate~~is ~~exposure.~~recorded, ~~The~~processed, ~~Company~~summarized ~~does~~and ~~not~~reported, ~~have~~within ~~any~~the ~~credit~~time ~~facilities~~periods ~~with~~specified ~~variable~~in ~~interest rates. Thus,~~ the ~~Company~~Commission’s ~~operations~~rules ~~are not exposed to financial risk that will have a material impact on its financial position~~ and ~~results of operation~~forms.

~~Item~~Disclosure 4controls 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. ~~CONTROLS~~The ~~AND~~Company’s ~~PROCEDURES~~Chief Executive Officer and Chief Accounting Officer has 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 Chief Accounting Officer has concluded that the Company’s disclosure controls and procedures are effective.

~~Disclosure~~On ~~Controls~~July 2, 2021, Laurence Mead, the Company’s Chief Financial Officer, Chief Accounting Officer and ~~Procedures~~Treasurer, resigned. The Board of Directors elected Fred Suzuki as the Interim Chief Financial Officer, Chief Accounting Officer and Treasurer to serve until the Company is able to find replacements. The Audit Committee adopted new accounting and financial internal controls over financial reporting procedures to reflect changes in office and accounting personnel and ensure that proper controls remain in place.

The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d15(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. 19

~~Disclosure~~PART ~~controls~~II ~~and~~– ~~procedures~~OTHER ~~include,~~INFORMATION 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 has 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 Chief Accounting Officer has concluded that the Company’s disclosure controls and procedures are effective.

OnItem ~~July 2, 2021, Laurence Mead, the Company’s Chief Financial Officer, Chief Accounting Officer and Treasurer, resigned~~1. ~~The~~ ~~Board~~Legal ~~of Directors elected Fred Suzuki as the Interim Chief Financial Officer, Chief Accounting Officer and Treasurer to serve until the Company is able to find replacements~~Proceedings. ~~The~~ Audit Committee adopted new accounting and financial internal controls over financial reporting procedures to reflect changes in office and accounting personnel and ensure that proper controls remain in place.

18 As of the end of the Company’s Fiscal Quarter ending October 31, 2021, there were no material pending legal proceedings to which the Company was a party or to which any of their property was the subject. However, as reported in the Company’s Form 8-K filed with the Securities and Exchange Commission on November 30, 2021, on November 23, 2021 the Company entered into an Asset Purchase Agreement (the “Agreement”) with LCR Hallcrest, LLC (“Hallcrest”) for the sale of substantially all of the Company’s assets, other than cash, to Hallcrest for total consideration of $1,500,000, subject to adjustment for inventory value (the “Transaction”). See Footnote 9 of the “Financial Statements”. The Agreement contemplates the Transaction will be implemented through legal proceedings pursuant to 805 ILCS 5/12.05 et seq. of the Illinois Business Corporations Act. On November 24, 2021, Biosynergy filed a verified complaint (the “Complaint”) with the Circuit Court of Cook County, Illinois, Chancery Division, (the ”Court”), Case No. 2021CH05951 seeking a judicial dissolution and sale of Biosynergy’s assets pursuant to 805 ILCS 5/12.05 et seq. of the Illinois Business Corporations Act. The complaint alleges that Biosynergy is a small publically traded company that has run out of viable options to continue in business for the benefit of its shareholders, or for the medical customers it serves. A Court ordered dissolution and sale will enable Biosynergy to quickly close the Transaction without the cost of a shareholders’ meeting. Because this is not a bankruptcy or insolvency situation, Biosynergy’s creditors will not be harmed in any way. If the relief Biosynergy seeks is granted—a judicially approved dissolution and sale under the terms of the Agreement—then all liabilities of the Company will be paid in full and the remaining proceeds from the sale of the Company, less expenses of the Transaction and dissolution, will be paid to the shareholders. In the event Biosynergy is unable to obtain the relief sought from the Court, Biosynergy will attempt to obtain shareholder approval for the Transaction.

BIOSYNERGY, INC.

Three Months Ended July 31, 2021 and 2020

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

As of the end of the Company’s Fiscal Quarter ending July 31, 2021, there are no material pending legal proceedings to which the Company or any of its subsidiaries is a party to of which any of their property is the subject.

Item 1A. Risk Factors.

In addition to the other information set forth in this report on Form 10-Q, you should also consider the factors, risks and uncertainties which could materially affect the Company’s business, financial condition or future results as discussed in Part I, Item 1A – “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended April 30, 2021. There were no significant changes to the risk factors identified on the Form 10-K for the fiscal year ended April 30, 2021 or during the second quarter of Fiscal 2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the past three years, the Company has not sold securities which were not registered under the Securities Act.

Item 3. Defaults Upon Senior Securities.

(a) As of the end of the Company’s Fiscal Quarter ending ~~July~~October 31, 2021, there have been no material defaults in the payment of principal, interest, a sinking or purchase fund installment, or any other material default not cured within 30 days, with respect to any indebtedness of the registrant or any of its significant subsidiaries exceeding 5 percent of the total assets of the Company and its consolidated subsidiaries.

(b) As of the end of the Company’s Fiscal Quarter ending ~~July~~October 31, 2021, there have been no material arrearages in the payment of dividends and there has been no other material delinquency not cured within 30 days, with respect to any class of preferred stock of the Company which is registered or which ranks prior to any class of registered securities, or with respect to any class of preferred stock of any significant subsidiary of the Company.

Item 4. Mine Safety Disclosures.

The disclosures required by this Item are not applicable to the Company.

Item 5. Other Information.

(a) The Company is not required to disclose any information in this Form 10-Q otherwise required to be disclosed in a report on Form 8-K during the period covered by this Form 10-Q.

(b) During the Fiscal Quarter ending July 31, 2021, there have been no material changes to the procedures by which the security holders may recommend nominees to the Company’s board of directors, where such changes were implemented after the Company last provided disclosure in response to the requirements of Regulation S-K. 20

19 (b) During the Fiscal Quarter ending October 31, 2021, there have been no material changes to the procedures by which the security holders may recommend nominees to the Company’s board of directors, where such changes were implemented after the Company last provided disclosure in response to the requirements of Regulation S-K.

BIOSYNERGY, INC.

Three Months Ended July 31, 2021 and 2020

Item 6. Exhibits.

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 – none.

(11)	Statement regarding computation of per share earnings- none.

(15)	Letter regarding unaudited interim financial information - none.

(18)	Letter regarding change in accounting principles - 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.

(31.1)

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

(31.2)

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

(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. Filed herewith.

(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. Filed herewith.

101.INS

Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

(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 and Restated By-Laws, to the Company’s Current Statement on Form 8-K dated as of July 2, 2009 filed with the Securities and Exchange Commission.

2021

BIOSYNERGY, INC.

~~Three~~Six Months Ended ~~July~~October 31, 2021 and 2020

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 14, 2021 /s/ Fred K. Suzuki Fred K. Suzuki Chief Executive Officer, Chairman of the Board, President, Chief Financial Officer, Chief Accounting Officer and Treasurer

Date December 15, 2021	/s/ Fred K. Suzuki
	Fred K. Suzuki
	Chief Executive Officer, Chairman of the Board, President,
	Chief Financial Officer, Chief Accounting Officer and
	Treasurer

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