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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~October~~January 31, ~~2021~~2022

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

~~Non-accelerated~~If ~~filer~~an ~~(Do~~emerging ~~not~~growth company, indicate by check mark if athe ~~smaller~~registrant ~~reporting~~has ~~company~~elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) ~~☐ Smaller~~of ~~reporting~~the ~~company~~Exchange ☒Act. ☐

~~Emerging~~Indicate ~~growth~~by check mark whether the registrant is a shell company ☐(as defined in Rule 12b-2 of the Exchange Act).

IfYes an☐ ~~emerging~~No 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~~equity, as of ~~October~~January 31, ~~2021~~2022: 14,935,511

BIOSYNERGY, INC.

PART 1 – FINANCIAL INFORMATION

Item 1 - Financial Statements and Supplementary Data

BALANCE SHEETS

Assets

	January 31, 2022 (Liquidation Basis)		April 30, 2021 Audited
Current Assets
Cash	$	2,484,562	$	1,250,581
Indemnification Escrow Receivable		150,000		-
Accounts receivable, Trade (net of allowance for doubtful accounts of $500 at January 31, 2022 and April 30, 2021)		286,646		264,509
Related party receivable		24,862		-
Inventories		-		145,178
Prepaid expenses		21,577		34,261
Total Current Assets		2,967,647		1,694,529

Property, Plant and Equipment
Equipment		-		176,812
Leasehold improvements		-		25,809
		-		202,621

Less accumulated depreciation and amortization		-		(199,558	)
Total Equipment and Leasehold Improvements, Net		-		3,063

Operating Lease Right of Use
Operating Lease Right of Use Asset		16,095		96,570
Total Operating Lease Right of Use Asset		16,095		96,570

Other Assets
Patents, less accumulated amortization		-		91,415
Deposits		5,927		5,937
Total Other Assets		5,927		97,352

	$	2,989,669	$	1,891,514

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

BIOSYNERGY, INC.

PART 1 -– FINANCIAL INFORMATION

~~Item~~BALANCE ~~1. Financial Statements and Supplementary Data~~SHEETS

~~BALANCE~~Liabilities ~~SHEETS~~and Stockholders’ Equity

	October 31, 2021 Unaudited			April 30, 2021 Audited
	January 31, 2022 Unaudited (Liquidation Basis)			April 30, 2021 Audited
Assets
Current Liabilities
Current assets
Accounts payable	$	79,263		$	3,189
Cash	$	1,087,784		$	1,250,581
Accrued compensation and payroll taxes		-			11,689
Accounts receivable. Trade (net of allowance for doubtful accounts of $500 in October 31, 2021 and April 30, 2021)		426,190			264,509
Accrued vacation		-			14,125
Inventories		132,390			145,178
Other accrued liabilities		165,000			543
Prepaid expenses		31,339			34,261
Income Tax Liability		267,965			-
Total Current Assets		1,677,703			1,694,529
Operating lease liability		16,330			97,980
Property, Plant and Equipment
Liquidation Redemptions Liability		2,461,111			-
Equipment		176,812			176,812
Total Current Liabilities		2,989,669			127,526
Leasehold improvements		25,809			25,809
Long Term Liabilities
		202,621			202,621
Deferred income taxes		-			24,992
Less accumulated depreciation and amortization		(201,790	)		(199,558	)
Total Long Term Liabilities		-			24,992
Total equipment and leasehold improvements net		831			3,063
Stockholders’ Equity
Operating Lease Right of Use
Common stock, no par value: 20,000,000 authorized shares issued: 14,935,511 shares at January 31, 2022 and April 30, 2021		-			660,988
Operating Lease Right of Use Asset		48,285			96,570
Receivable from affiliate		-			(24,862	)
Total Operating Lease Right of Use Asset		48,285			96,570
Retained Earnings		-			1,102,870
Other Assets
Total Stockholders' Equity		-			1,738,996
Patents less accumulated amortization		85,730			91,415
	$	2,989,669		$	1,891,514
Deposits		5,937			5,937
Deferred tax asset		1,269			-
Total other assets		92,936			97,352
	$	1,819,755		$	1,891,514

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

BIOSYNERGY, INC.

PART 1 -– FINANCIAL INFORMATION

~~BALANCE~~Statement ~~SHEETS~~of Operations

	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

(Unaudited)

The accompanying notes are an integral part of the financial statements

	Three Months Ended						Nine Months Ended
	January 31						January 31
	2022			2021			2022			2021
	(Liquidation Basis)						(Liquidation Basis)
Net sales	$	326,035		$	265,098		$	1,022,894		$	870,057
Cost of sales		128,155			99,318			505,175			321,136
Gross profit		197,880			165,780			517,719			548,921
Operating expenses
Marketing		22,060			42,040			78,818			126,195
General and administrative		355,396			91,090			652,464			293,582
Research and development		27,253			43,075			86,563			119,915
Total Operating Expenses		404,709			176,205			817,845			539,592

Income (Loss) from operations		(206,829	)		(10,425	)		(300,126	)		9,229
Other income
Gain on sale of assets		1,238.670			-			1,238,670			-
Interest income		156			117			238			374
Other income		369			9,980			1,444			10,940
Total Other Income		1,239,195			10,097			1,240,352			11,314

Net Income (Loss) before income taxes		1,032,366			(328	)		940,226			20,543

Provision for income taxes		269,234			(93	)		242,973			5,855
Net Income (Loss)	$	763,132		$	(235	)		697,253		$	14,688

Net Income per common share - basic and diluted	$	.051		$	.000		$	.047		$	.001
Weighted-Average Shares of Common Stock Outstanding - Basic and Diluted		14,935,511			14,935,511			14,935,511			14,935,511

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

~~BIOSYNERGY, INC.~~4

~~Statements~~BIOSYNERGY, ~~of Operations~~INC.

~~(Unaudited)~~STATEMENT OF STOCKHOLDERS’ EQUITY/LIQUIDATION REDEMPTION LIABILITY

	Three Months Ended				Six Months Ended
	October 31				October 31
	2021		2020		2021			2020
Net sales	$	522,021	$	313,508	$	696,859		$	604,959
Cost of sales		271,949		109,935		377,020			221,818
Gross profit		250,072		203,573		319,839			383,141
Operating expenses
Marketing		22,593		39,069		56,758			84,155
General and administrative		165,170		88,953		297,068			202,492
Research and development		29,911		36,787		59,310			76,840
Total Operating Expenses		217,674		164,809		413,136			363,487
Income from operations	$	32,398		38,764		(93,297	)		19,654
Other income
Interest income		24		115		81			257
Other income		320		480		1,075			960
Total Other Income		344		595		1,156			1,217
Net income (loss) before income taxes		32,742		39,359		(92,141	)		20,871
Provision (benefit) for income taxes		9,060		11,217		(26,261	)		5,948
Net income (loss)	$	23,682	$	28,142	$	(65,880	)	$	14,923
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

NINE MONTHS ENDED JANUARY 31, 2022

~~The accompanying notes are an integral part of the financial statements.~~(Unaudited)

	Common Stock
	Shares			Amount			Other Related Party Receivable			Retained Earnings			Total			Liquidation Redemption Liability
Balance, May 1, 2021		14,935,511		$	660,988		$	(24,862	)	$	1,102,870		$	1,738,996		$	-

Net income		-			-			-			697,253		$	-			-
Transfer to Liquidation Redemption Liability		(14,935,511	)		(660,988	)		-			(1,800,123	)		(2,461.111	)		(2,461,111	)
Transfer to current receivable		-			-			24,862			-			-			-
Balance, January 31, 2022 (Liquidation Basis)		-		$	-		$	-		$	-		$	-		$	(2,461,111	)

~~BIOSYNERGY,~~The ~~INC~~accompanying notes are an integral part of the financial statements.

~~STATEMENT OF SHAREHOLDERS' EQUITY~~5

~~SIX MONTHS ENDED OCTOBER 31~~BIOSYNERGY, ~~2021~~INC.

~~(Unaudited)~~STATEMENT OF CASH FLOWS

	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		-		-		-			(65,880	)		(65,880	)
Balance, October 31,2021		14,935,511	$	660,988	$	(24,862	)	$	1,036,990		$	1,673,116

(Unaudited)

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

	Nine Months Ended January 31
	2022			2021
Cash flows from operating activities
Net income	$	697,253		$	14,688
Adjustments to Reconcile net income to net cash provided by (used in) operating activities
Depreciation and Amortization		12,158			13,581
Deferred income taxes		(24,992	)		-
Noncash lease expense		80,475			72,427
Gain on sale of assets		(1,238,670	)		(9,500	)
Changes in Operating Assets and Liabilities
Accounts receivable		(22,137	)		34,163
Inventories		(38,328	)		(29,193	)
Prepaid expenses		12,684			19,453
Other assets		10			-
Accounts payable and accrued expenses		214,717			(15,677	)
Income tax liability		267,965			-
Building lease liability for right of use asset		(81,650	)		(71,370	)
Total Adjustments		(817,768	)		13,884
Net cash provided by (used in) operating activities		(120,515	)		28,572
Cash flows from investing activities
Funding for indemnification escrow		(150,000	)
Proceeds from sale of assets		1,504,496			9,500
Cash Provided by Investing Activities		1,354,496			9,500
Net Increase in Cash		1,233,981			38,072
Cash at Beginning of Year		1,250,581			1,245,282
Cash at End of Year	$	2,484,562		$	1,283,354
Supplemental Cash Flow Information
Interest Paid	$	-		$	-
Income Taxes Paid	$	-		$	-
Noncash investing and finance activities:
Conversion of shareholders’ equity to redemption liability		(2,461,111	)		-
Increase in liquidation redemption liability		2,461,111			-

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

~~BIOSYNERGY, INC.~~6

~~STATEMENTS~~BIOSYNERGY, ~~OF CASH FLOWS~~INC.

~~(Unaudited)~~Notes to Financial Statements

	Six Months Ended October 31
	2021			2020
Cash flows from operating activities
Net income (loss)	$	(65,880	)	$	14,923
Adjustments to reconcile net income (loss) to cash (used in) provided by operating activities
Deferred taxes		(26,261	)		-
Depreciation and amortization		7,917			9,053
Noncash lease expense		48,285			48,285
Changes in assets and liabilities
Accounts receivable		(161,681	)		805
Inventories		12,788			11,168
Prepaid expenses		2,922			13,880
Accounts payable and accrued expenses		68,103			(35,675	)
Building lease liability for right of use asset		(48,990	)		(47,580	)
Total adjustments		(96,917	)		(64	)
Net cash (used in) provided by operating activities		(162,797	)		14,859
(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	$	1,087,784		$	1,260,141
Supplemental Cash Flow information
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

Nine Months Ended January 31, 2022 and 2021

~~The~~Note ~~accompanying~~1 ~~notes~~- ~~are~~Company anOrganization ~~integral~~and ~~part~~Description ~~of the financial statements.~~

7 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.

~~BIOSYNERGY~~Biosynergy, ~~INC~~Inc. (the Company) was incorporated under the laws of the State of Illinois on February 9, 1976. Prior to selling substantially all of its assets as described below, it was 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 83.41% of the sales during the nine months ending January 31, 2022 and 89.74% during the nine months ending January 31, 2021. The products are sold to hospitals, clinical end-users, laboratories and product dealers located throughout the United States.

~~Notes~~Note to2-Liquidation ~~Financial~~and ~~Statements~~Dissolution

~~Six~~On ~~Months~~November ~~Ended~~23, ~~October~~2021 31the 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 to Hallcrest (the “Transaction”). The Agreement contemplated the Transaction would be implemented through legal proceedings pursuant to 805 ILCS 5/12.05 et seq. of the Illinois Business Corporations Act (“BCA”). 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 ~~2020~~sale of Biosynergy’s assets pursuant to 805 ILCS 5/12.05 et seq. of the BCA. The complaint alleged 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.

~~Note~~On 1December 28, 2021, the Court entered an order finding that Biosynergy has established “dissolution is reasonably necessary because the business of the corporation can no longer be conducted to the general advantage of its shareholders.” The Court ordered Articles of Dissolution to be filed in accordance with BCA Section 12.20 and authorized and empowered Biosynergy to wind-down its business consistent with BCA Section 12.30. On January 18, 2022, the Company ~~Organization~~sold substantially all of its assets to Hallcrest, except for cash on hand and ~~Description~~accounts receivable, and discontinued operations. Hallcrest paid a purchase price of $1,504,496 in cash for the assets (of which $150,000 was paid into an indemnification escrow account to be held for 6 months as security for damages caused by a breach of representations and warranties in the Agreement by the Company). The Company retained all liabilities consisting of trade payables, rent and utilities for its facility, and all transaction expenses related to the Transaction. The Company plans to change the name of the Company (as required under the Agreement) and file Articles of Dissolution prior to March 31, 2022. Shortly thereafter, the Company intends to deregister its common stock under Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) and suspend its reporting obligations under Section 15(d) of the Exchange Act. The Company will distribute the proceeds from the sale of its assets and available cash less transaction expenses, income taxes and the expenses related to dissolving the Company to its shareholders after release of the funds in the indemnification escrow account described above.

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 six months ended October 31, 2021 are not necessarily indicative of the operating results for the full year.7

~~Biosynergy~~BIOSYNERGY, ~~Inc~~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 82.5% of the sales during the six months ending October 31, 2021 and 88.2% during the six months ending October 31, 2020. The products are sold to hospitals, clinical end-users, laboratories and product dealers located throughout the United States.

~~Note~~Notes 2to -Financial ~~Summary of Significant Accounting Policies~~ Statements

~~Cash~~Nine Months Ended January 31, 2022 and 2021

~~The~~Note ~~Company~~3 ~~maintains~~– ~~all~~Summary of ~~its~~Significant ~~cash~~Accounting ~~in various bank deposit accounts, which at times may exceed federally insured limits. No losses have been experienced on such accounts.~~Policies

~~Receivables~~Liquidation Basis of Accounting

~~Receivables~~Contemporaneously ~~are~~with ~~carried~~the atintent ~~original~~to ~~invoice~~dissolve ~~less~~and ~~estimates~~sell ~~made~~the ~~for~~business, ~~doubtful~~the ~~receivables.~~Company ~~Management~~adopted ~~determines~~ the ~~allowances~~liquidation ~~for~~basis ~~doubtful~~of ~~accounts~~accounting byeffective ~~reviewing~~on ~~and~~November ~~identifying~~23, ~~troubled~~2021. ~~accounts~~The onliquidation ~~a periodic~~ basis ~~and by using historical experience applied to an aging~~ of ~~accounts.~~accounting Awill ~~receivable~~continue ~~is considered~~ to be ~~past~~used ~~due~~by ~~if any portion of~~ the ~~receivable~~Company ~~balance~~until issuch ~~outstanding~~time ~~beyond~~that the ~~stipulated~~dissolution ~~due~~is ~~date.~~completed ~~Receivables~~and ~~are~~all ~~written~~net ~~off~~cash ~~when~~has ~~deemed~~been ~~uncollectible.~~distributed ~~Recoveries~~to ofits ~~receivables previously written off are recorded when received~~shareholders.

~~Inventories~~Under the liquidation basis of accounting, the carrying amounts of assets as of the close of business on November 23, 2021, the date of the sale of the Company’s assets and cessation of business, were adjusted to their estimated net realizable values and liabilities, including the estimated costs associated with implementing the dissolution, were stated at their estimated settlement amounts.

~~Inventories~~Under ~~are~~the ~~valued~~liquidation basis of accounting, the valuations of assets at their net realizable values and liabilities at their anticipated settlement amounts represent estimates, based on present facts and circumstances associated with carrying out the ~~lower~~dissolution based on the assumptions set forth below. The actual values and costs associated with carrying out the dissolution and liquidation are expected to differ from the amounts shown herein because of the inherent uncertainty of the estimates. Such differences may be material. In particular, the estimates of the Company’s liquidation costs will vary with the length of time it takes to collect outstanding receivables and the cost to distribute available cash to its shareholders. Accordingly, it is not possible to predict the aggregate amount or ~~market~~timing ~~using~~of future distributions to shareholders, and no assurance can be given that the ~~FIFO~~amount ~~(first-~~of liquidating distributions to be received will equal or exceed the estimate of amounts in, ~~first-out)~~liquidation ~~method~~presented in the accompanying Balance Sheets.

~~Depreciation~~The estimated net costs to be incurred during liquidation, which are accrued, as of January 31, 2022 are as follows:

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.

Rent	$	16,330
Compliance costs and income tax return preparation	$	10,000
Professional fees	$	155,000
Income taxes	$	267,965
Costs to be incurred during liquidation	$	449,295

~~Depreciation~~These ~~expense~~estimates ~~was~~are $2based on assumptions regarding the ultimate timing of distributions to its shareholders,~~232~~ ~~and~~but $2does not include any legal expenses,~~232~~ ~~for~~if any, that the ~~six~~Company ~~month~~might ~~periods~~incur ~~ending October~~as ~~31,~~a ~~2021~~result of any legal proceedings. These estimates are reviewed periodically and ~~2020,~~adjusted ~~respectively~~as projections and assumptions change.

8 Going Concern Basis of Accounting

~~BIOSYNERGY~~For all periods prior to the plan to sell the Company’s assets on November 23, ~~INC~~2021, the Company’s financial statements are presented on the going concern basis of accounting. Such financial statements reflect the historical basis of assets and liabilities and historical results of operations for the period of May 1, 2021 to January 18, 2022.

~~Notes to Financial Statements~~8

~~Six Months Ended October 31~~BIOSYNERGY, ~~2021 and 2020~~INC.

~~Note~~Notes 2to -Financial ~~Summary of Significant Accounting Policies (Cont’d)~~ Statements

~~Prepaid~~Nine ~~Expenses~~Months Ended January 31, 2022 and 2021

~~Certain~~Cash ~~expenses, primarily insurance and income taxes, have been prepaid and will be used within one year.~~

~~Revenue~~The ~~Recognition~~Company maintains all of its cash, including the cash proceeds from the sale of its assets, in various bank deposit accounts, which at times may exceed federally insured limits. No losses have been experienced on such accounts.

~~The~~Receivables 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~~Receivables ~~components~~are ascarried itat ~~relates~~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 ~~Company~~receivable balance is outstanding beyond the stipulated due date. Receivables are aswritten ~~follows:~~off when deemed uncollectible. Recoveries of receivables previously written off are recorded when received.

• 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.Inventories

•Inventories ~~ASU~~are ~~No.~~valued 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~~lower ~~carrying amount~~ of ~~the~~cost ~~products,~~or ~~less~~market ~~any~~using ~~expected~~the ~~recovery~~FIFO ~~costs~~ (~~recorded as an increase to prepaid expenses and other current assets)~~first-in, ~~and a return liability for the amount of expected returns (recorded as an increase to other current liabilities~~first-out). ~~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~~method.

~~Shipping~~Depreciation ~~and Handling~~

~~Shipping~~Equipment and ~~handling~~leasehold ~~fees~~improvements ~~billed~~are tostated ~~customer,~~at ifcost. ~~any,~~Depreciation ~~are~~is ~~netted~~computed ~~against~~using the ~~related~~straight-line ~~costs~~method ~~which~~over the estimated useful lives of the respective assets. Repairs and maintenance are ~~included~~charged into ~~cost~~expense as incurred; renewals and betterments which significantly extend the useful lives of ~~sales~~existing equipment are capitalized. ~~The~~Significant ~~net~~leasehold ~~cost~~improvements are capitalized and amortized over the term of the lease; equipment is ~~not~~depreciated ~~material~~over three to ten years. Depreciation expense was $3,062 and $3,348 for the nine month periods ending January 31, 2022 and 2021, respectively.

~~Income~~Prepaid ~~Taxes~~Expenses

~~Income~~Certain ~~taxes~~expenses, ~~are~~primarily ~~provided~~insurance ~~for the tax effects of transactions reported in the financial statements~~ and ~~consist~~income of taxes ~~currently due and deferred taxes related primarily to differences in the methods of accounting for patents~~, ~~inventories,~~have ~~certain~~been ~~accrued~~prepaid ~~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~~used inwithin ~~the~~one ~~future~~year.

9 Revenue Recognition

~~BIOSYNERGY~~The Company accounts for revenue in accordance with Accounting Standards Update (ASU) 2014-09, ~~INC~~"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.

~~Notes~~The components as it relates to ~~Financial~~the ~~Statements~~Company are as follows:

~~Six~~• ~~Months~~The ~~Ended October~~Company’s 31revenue was primarily generated from the sales of products directly to customers or through distribution channels, ~~2021~~based on purchase orders and ~~2020~~not supply contracts providing for additional goods or services once the products are transferred to the customer. The Company believes its performance obligations were satisfied upon shipment of goods to customers. The customers were billed at shipment, and revenue was recognized by the Company at that time.

~~Note 2 - Summary of Significant Accounting Policies (Cont’d)~~ 9

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

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

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

Nine Months Ended January 31, 2022 and 2021

~~The~~• ~~differences~~ASU ~~between~~No. 2014-09 requires that the UCompany recognize its sales return allowance on a gross basis rather than as a net liability.S. ~~federal~~As ~~statutory~~such, ~~tax~~the ~~rate~~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 ~~effective~~analysis ~~tax~~of ~~rate~~sales returns over the past several years noted that sales returns are asnominal ~~follows:~~and therefore no sales return allowance is deemed necessary.

	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	%

Shipping and Handling

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

~~Research~~Income ~~and~~Taxes 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~~Income ~~amortization~~taxes ~~expense~~are provided for the ~~six~~tax ~~months~~effects ~~ended October~~of ~~31,~~transactions ~~2021~~reported in the financial statements and ~~2020~~consist ~~was~~of ~~$5,685~~taxes currently due and $6deferred taxes related primarily to differences in the methods of accounting for patents,~~822~~ inventories, ~~respectively~~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.

~~Patents~~The ~~relate~~Company tofiles ~~products~~tax ~~that~~returns ~~have~~in ~~been~~the ~~developed~~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 ~~being~~currently ~~marketed~~no byongoing ~~the~~tax ~~Company~~examinations. ~~Patents~~Management’s ~~pending~~policy ~~relate~~is to ~~products~~recognize ~~under~~interest ~~development~~and penalties related to uncertain tax positions in income tax expense.

~~Use~~The provision for income taxes consists of ~~Estimates~~the following components for the nine month periods ended January 31:

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.

	2022			2021
Current
Federal	$	178,965		$	3,903
State		89,000			1,952
Deferred		(24,992	)		-
Provision for Income Taxes	$	242,973		$	5,855

BIOSYNERGY, INC.

Notes to Financial Statements

~~Six~~Nine Months Ended ~~October~~ January 31, ~~2021~~2022 and ~~2020~~2021

~~Note~~The 2differences -between ~~Summary~~the ofU.S. ~~Significant~~federal ~~Accounting~~statutory ~~Policies~~tax ~~(Cont~~rate and the Company’d)s effective tax rate are as follows:

Income Per Common Share

	Period ended January 31,
	2022			2021
U.S. federal statutory tax rate		21.0	%		21.0	%
State income tax expense, net of
Federal tax benefit		7.5	%		7.5	%
Other adjustments		(2.7	)%
Effective Tax Rate		25.8	%		28.5	%

~~Income~~Research ~~per common share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Basic~~ and ~~diluted~~Development ~~net income per common share is the same for the six months ended October 31, 2021~~ and ~~2020~~Patents ~~as there are no common stock equivalents.~~

~~Comprehensive~~Research ~~Income~~and development expenditures were charged to operations as incurred. The costs of obtaining patents, primarily legal fees, were capitalized and, once obtained, were amortized over the life of the respective patent on the straight-line method.

~~Components~~Patent ofamortization ~~comprehensive~~expense ~~income~~for ~~include amounts that are included in~~ the ~~comprehensive~~nine ~~income~~months ~~but~~ended ~~are~~January ~~excluded from net income. During the six month periods ending October~~ 31, ~~2021~~2022 and ~~2020,~~2021 ~~there~~ were no$9,096 ~~differences between the Company’s net income~~ and ~~comprehensive~~$10,233 ~~income~~respectively.

~~Fair~~Patents ~~Value~~related ofto ~~Financial~~products ~~Instruments~~that were developed and were being marketed by the Company.

~~The~~Use ~~Company evaluates its financial instruments based on current market interest rates relative to stated interest rates, length to maturity and the existence~~ of ~~readily~~Estimates determinable market prices. Based on the Company’s analysis, the fair value of financial instruments recorded on the balances sheets as of October 31, 2021 and April 30, 2021, approximates their carrying value.

~~Segments~~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.

~~Accounting~~Income ~~standards~~Per ~~have~~Common ~~established~~Share 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~~Income ~~Accounting~~per ~~Pronouncements~~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 nine months ended January 31, 2022 and 2021 as there are no common stock equivalents.

~~The~~Fair ~~FASB~~Value ~~issues ASUs to amend the authoritative literature in Accounting Standards Certification (ASC). There have been a number~~ of ~~ASUs~~Financial toInstruments 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.

11 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 January 31, 2022 and April 30, 2021, approximates their carrying value.

~~BIOSYNERGY, INC.~~11

~~Notes~~BIOSYNERGY, ~~to Financial Statements~~INC.

~~Six~~Notes ~~Months~~to ~~Ended October~~Financial ~~31, 2021 and 2020~~Statements

~~Note~~Nine 3Months –Ended ~~Inventories~~January 31, 2022 and 2021

~~Components~~Segments ~~of inventories are as follows:~~

	October 31,		April 30,
	2021		2021
Raw materials	$	104,544	$	108,604
Work-in-process		1,964		25,371
Finished goods		25,882		11,203
	$	132,390	$	145,178

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.

Note 4 – ~~Common~~Inventories ~~Stock~~

~~The~~Components ~~Company’s~~of ~~common~~inventories ~~stock~~are isas 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.follows:

Note 5 - Related Party Transactions

	January 31,		April 30,
	2022		2021
Raw materials		-	$	4,051
Work-in-process		-		23,407
Finished goods		-		9,266
	$	-	$	36,724

~~The~~Note ~~Company~~5 ~~and~~– ~~its~~Common ~~affiliates~~Stock ~~are related through common stock ownership as follows as of 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, Officer		-			-			-
Malcolm MacCoun, Director		-			-			-

The Company’s common stock was traded in the over-the-counter market. However, there was 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.

BIOSYNERGY, INC.

Notes to Financial Statements

~~Six~~Nine Months Ended ~~October~~ January 31, ~~2021~~2022 and ~~2020~~2021

Note 56 - Related Party Transactions ~~(Cont’d)~~

As of October 31, 2021 and April 30, 2021, $24,862 was due from F. K. Suzuki International, Inc. These balances result from an allocation of common expenses charged to FKSI offset by advances received from time to time. No interest income is received or accrued by the Company. The ~~financial condition of FKSI is such that it will unlikely be able to repay the~~ Company ~~during~~and ~~the next year without liquidating a portion of~~ its ~~assets,~~affiliates ~~including~~are arelated ~~portion~~through ofcommon ~~its~~stock ownership inas ~~the~~follows ~~Company.~~as Asof aJanuary ~~result~~31, ~~the receivable balance has been reclassified as a contra equity account.~~2022:

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 $95,517 and $6,002 for the six months ended October 31, 2021 and 2020 respectively.

	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			-
Beverly R. Suzuki		2.7			-			-
Lauane C. Addis, Officer		-			-			-
Malcolm MacCoun, Director		-			-			-

~~Note~~As 6of –January ~~Lease~~31, ~~Commitments~~2022 and April 30, 2021, $24,862 was due from F. K. Suzuki International, Inc. (FKSI). These balances result from an allocation of common expenses charged to FKSI prior to April 30, 2006 offset by advances received from time to time, and an advance of $5,163 in Fiscal 2020 for corporate compliance costs. No interest income is received or accrued by the Company. The financial condition of FKSI was such that it seemed unlikely to be able to repay the Company within the next year without liquidating a portion of its assets, including a portion of its ownership in the Company. As a result, the receivable balance was reclassified as a contra equity account. Once the cash assets of the Company are distributed to the shareholders, FKSI will be able to repay the advances.

~~On February~~A ~~25,~~board ~~2016,~~member ~~the~~provided ~~FASB issued Topic 842, Leases. Under its core principle,~~ a ~~lessee~~variety ~~will~~of ~~recognize~~legal ~~lease~~services ~~assets~~to ~~and liabilities on~~ the ~~balance~~Company ~~sheet~~in ~~for~~his ~~all~~capacity ~~arrangements~~as ~~with~~a ~~terms~~partner ~~longer~~in ~~than 12 months. Lessor accounting remains largely consistent with existing U.S. GAAP. At inception,~~ a ~~lessee~~law ~~must classify all leases as either finance or operating~~firm. ~~In February~~Fees ~~2021, the Company entered into a two-year lease agreement~~ for ~~its~~such ~~current~~legal ~~facilities,~~services ~~which~~were ~~started May~~approximately 1$142,400 ~~2021~~ and ~~expires on April 30~~$7,982 ~~2022.~~for ~~Under~~ the ~~new~~nine ~~lease~~months ~~standard,~~ended ~~the~~January ~~Company’s lease was accounted for as an operating lease. As a result~~31, ~~the~~2022 ~~Company measured the lease liability using the two year term~~ and ~~rates~~2021 ~~per the lease agreement and recognized a lease liability, with a corresponding right-of-use asset~~respectively. ~~A discount was not calculated due to the lease agreement only having a two year term.~~

~~The operating lease expense for the six months ending October 31, 2021 and 2020 was $48,285 and $48,285, respectively.~~13

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

Period Ending April 30:
2022		$	48,285

Notes to Financial Statements

~~Note~~Nine 7Months –Ended ~~Customer~~January ~~Concentrations~~31, 2022 and 2021

~~Shipments~~Note to7 ~~one~~– ~~customer~~Lease ~~amounted~~Commitments to 28.36% of sales during the first six months of Fiscal 2021 compared to 32.04% during the comparative Fiscal 2021 period. As of October 31, 2021, there were outstanding accounts receivable from this customer of $117,130 compared to $82,190 at October 31, 2020. Shipments to another customer amounted to 38.25% of sales during the first six months of Fiscal 2021 and 36.57% of sales during the first six months of Fiscal 2021. As of October 31, 2021, there were outstanding accounts receivable from this customer of $223,869 compared to $136,555 at October 31, 2020.

13 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, the Company entered into a two-year lease agreement for its current facilities, which started May 1, 2020 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.

~~BIOSYNERGY~~The operating lease expense for the nine months ending January 31, ~~INC~~2022 and 2021 was $72,108 and $72,427, respectively.

~~Notes~~Maturities toof ~~Financial~~lease ~~Statements~~liabilities as of January 31, 2022 are presented in the following table:

Six Months Ended October 31, 2021 and 2020

Year Ending April 30:

2022	$	16,330

~~Note~~The 7Company –does ~~Customer~~not ~~Concentrations~~intend ~~(Cont’d)~~to renew the lease once it expires.

~~The~~Note ~~Company~~8 ~~had~~– ~~export~~Customer ~~sales~~Concentrations of $11,860 during the 2nd Quarter of Fiscal 2022, and export sales of $9,930 during the 2nd Quarter 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~~Shipments 8to –one ~~COVID-19~~customer ~~Pandemic~~amounted to 26.13% of sales during the first nine months of Fiscal 2022 compared to 32.28% during the comparative Fiscal 2021 period. As of January 31, 2022, there were outstanding accounts receivable from this customer of $48,175 compared to $77,358 at January 31, 2021. Shipments to another customer amounted to 41.22% of sales during the first nine months of Fiscal 2022 and ~~Other~~37.46% ~~Challenges~~of sales during the first nine months of Fiscal 2021. As of January 31, 2022, there were outstanding accounts receivable from this customer of $214,587 compared to $121,915 at January 31, 2021.

The Company ~~will~~had ~~face~~export ~~challenges~~sales ~~in 2021 and 2022 as a result~~ of ~~the COVID-19 pandemic and the resignation of three employees since April 30~~$4,678 ~~2021.~~during ~~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 ~~six~~3rd ~~month~~Quarter ~~period~~of ~~ending~~Fiscal ~~October31~~2022, ~~2021,~~ and ~~increases~~export insales ~~demand for others, collectability~~ of ~~customer accounts receivable from customers negatively impacted by the pandemic~~$11,935 ~~managing~~during the ~~health~~3rd ~~and~~Quarter ~~productivity~~ of ~~our~~Fiscal ~~employees~~2021. ~~working~~For inthe ~~our~~nine ~~facility~~months orending ~~working~~January ~~remotely~~31, ~~managing~~2022 ~~our~~export ~~information~~sales ~~technology~~were ~~(IT) infrastructure and security for our employees working remotely~~$12,178 ~~procuring adequate raw materials~~ and ~~packaging~~$33,505 asfor ~~well as managing our supply chain. However~~ the ~~resignation~~same ofperiod ~~the~~ending ~~three~~January employees negatively impacted the short-term ability of the Company 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 material31, 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 indicators2021. WeThe ~~are~~Company ~~fortunate~~also ~~that~~believes ~~to date~~ that wesome ~~have~~of ~~not~~its ~~been~~medical ~~significantly~~devices ~~impacted by the pandemic and~~ were ~~able~~sold to ~~find~~distributors awithin ~~manufacturer for~~ the ~~Company’s~~United ~~products.~~States Wewho ~~believe~~resold ~~with~~ the ~~third~~devices ~~party~~in ~~manufacturing~~foreign ~~arrangement~~markets. ~~and temporary packaging and shipping personnel~~However, the Company ~~will~~does benot ~~able~~have toany ~~continue~~information ~~supplying~~regarding ~~its~~such ~~customers with products~~sales.

~~Note 9-Subsequent Events~~14

~~On November 23~~BIOSYNERGY, 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”)INC. 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.

14 Nine Months Ended January 31, 2022 and 2021

~~BIOSYNERGY,~~Item ~~INC~~2. Management’s Discussion of Financial Condition and Results of Operations

~~Six~~Recent ~~Months Ended October 31, 2021 and 2020~~Developments

~~Item~~Biosynergy, 2Inc. ~~MANAGEMENT~~(the “Company”) entered into an Asset Purchase Agreement (the “Agreement”) on November 23, 2021 with LCR Hallcrest, LLC (“Hallcrest”) for the sale of substantially all of the Company’Ss ~~DISCUSSION~~assets ~~AND~~to ~~ANALYSIS~~Hallcrest OF(the ~~FINANCIAL~~“Asset ~~CONDITION~~Sale”). ~~AND~~The ~~RESULTS~~Agreement OFcontemplated ~~OPERATIONS~~the Asset Sale would be implemented through legal proceedings pursuant to 805 ILCS 5/12.05 et seq. of the Illinois Business Corporations Act (“BCA”). 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 BCA. The complaint alleged 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.

~~Net~~On ~~Sales/Revenues~~December 28, 2021, the Court entered an order finding that Biosynergy has established “dissolution is reasonably necessary because the business of the corporation can no longer be conducted to the general advantage of its shareholders.” The Court ordered Articles of Dissolution to be filed in accordance with BCA Section 12.20 and authorized and empowered Biosynergy to wind-down its business consistent with BCA Section 12.30.

~~For~~The ~~the~~Company ~~three~~completed ~~month period ending October 31, 2021 (“2nd Quarter”),~~ the ~~net~~Asset ~~sales~~Sale ~~increased~~on ~~66.5%,~~January ~~or $208~~18,~~513,~~ ~~and increased 15~~2022.~~2%,~~ ~~or $91,900, during the six month period ending October 31, 2021, as compared to net sales for the comparative periods ending in 2020.~~ The ~~increase~~Company insold ~~sales~~all ~~during the 2nd Quarter is primarily the result~~ of anits ~~increase~~assets in the ~~sales~~Asset ofSale ~~HemoTemp®~~except IIfor tocash ~~fill~~on ~~backorders~~hand and ~~sales~~accounts ~~of certain raw materials~~receivable. ~~The~~As ~~Company~~consideration ~~had~~for nothe ~~production~~Asset ~~of its products during July~~Sale, ~~2021~~Hallcrest ~~due~~paid toa ~~the~~purchase ~~resignation~~price of ~~the~~$1,504,496 ~~Company’s~~in ~~production~~cash ~~manager. LCR Hallcrest LLC~~ (~~“Hallcrest”)~~of ~~began~~which ~~manufacturing the Company’s products~~$150,000 ~~other~~was ~~than~~paid ~~the~~into ~~HemoTemp®~~an IIindemnification ~~Activator~~escrow ~~and~~account ~~HemoCoolTM~~to ~~Gel-Pak,~~be toheld ~~the~~for ~~Company’s~~6 ~~specifications~~months onas ~~July~~security ~~15,~~for ~~2021~~damages ~~pursuant~~caused toby a ~~Contract~~breach ~~Manufacturing~~of ~~Agreement~~representations ~~(“Hallcrest~~and ~~Agreement”)~~warranties ~~executed~~in ~~August 6, 2021. Raw materials, including~~ the ~~liquid~~Agreement ~~crystal inks, were supplied and sold~~ by the Company). toThe ~~Hallcrest for production of the~~ Company’s ~~products.~~retained Asall aliabilities ~~result~~consisting of ~~the~~trade ~~Hallcrest Agreement~~payables, ~~the~~rent ~~Company~~and ~~was~~utilities ~~able~~for tothe ~~resume~~premises ~~shipments~~at of1940 ~~its products in August 2021~~E. ~~As of July 31~~Devon, ~~2021,~~Elk ~~the~~Grove ~~Company had back orders consisting mostly of orders for HemoTemp® II totaling $149~~Village,~~968.~~ AsIllinois ofthrough ~~October~~April 3130, ~~2021~~2022, ~~the~~and ~~Company~~all ~~had~~transaction ~~back~~expenses ~~orders~~related ofto ~~$9,110,~~the ~~but~~Asset ~~had no backorders of HemoTemp® II~~Sale.

InThe ~~addition~~Company plans to change the ~~above,~~name of the Company ~~had~~(as ~~$344~~required under the Agreement) and $1file Articles of Dissolution prior to March 31,~~156~~ 2022. Shortly thereafter, the Company intends to deregister its common stock under Section 12(g) of ~~other~~the ~~miscellaneous~~Securities ~~revenues~~Exchange ~~primarily~~Act ~~from~~of ~~interest~~1934 ~~income~~(the “Exchange Act”) and ~~leasing~~suspend aits ~~portion~~reporting obligations under Section 15(d) of ~~its~~the ~~storage~~Exchange ~~space~~Act. The Company plans to adissolve ~~third~~and ~~party~~distribute ~~during~~the proceeds from the ~~three~~Asset Sale and ~~the~~available ~~six~~cash, ~~month~~less ~~periods~~the ~~ending~~expenses ~~October~~of 31the Asset Sale, ~~2021~~income taxes, ~~respectively~~and the expenses of dissolving the Company to its shareholders after release of the funds in the indemnification escrow account described above.

~~Costs~~The foregoing description of the Agreement and ~~Expenses~~the Asset Sale contemplated by the Agreement does not purport to be complete and is qualified in its entirety by reference to the Current Report on Form 8-K filed on November 30, 2021, the Current Report on Form 8-K filed on January 5, 2022, the Current Report filed on Form 8-K filed on January 21, 2022, and the Agreement, a copy of which is attached as Exhibit 10.1 to the Current Report on Form 8-K filed on November 30, 2021, and is incorporated by reference herein.

~~General~~For all periods prior to the asset sale agreement on November 23, 2021, the Company’s financial statements are presented on a going concern basis of accounting. As required by generally accepted accounting principles, the Company adopted the liquidation basis of accounting effective on November 23, 2021. The liquidation basis of accounting will continue to be used by the Company until such time that the dissolution is completed and all net cash has been distributed to its shareholders.

The operating expenses of the Company during the 2nd Quarter increased overall by 32.07%, or $52,865, and increased by 13.66%, or $49,652, for the six month period ending October 31, 2021, as compared to the same periods ending in 2020. The increase during the 2nd Quarter and for the six month period ending October 31, 2021 was due primarily to an increase in legal and 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”).15

~~Cost~~Under the liquidation basis of ~~Sales~~accounting, assets are stated at their realizable values and liabilities are stated at their estimated settlement amounts, which estimates are periodically reviewed and adjusted. Uncertainties as to the precise value of non-cash assets and the costs of winding down the Company make it impractical to predict the net value that will be available to distribute to the shareholders. Although we do not have a precise estimate of the costs that will be incurred to wind down the Company, management believes there is sufficient cash to pay all liabilities and expenses and make cash distributions to the shareholders. If adequate cash is not available to pay liabilities and the expenses to wind down the Company, estimated future distributions to shareholders will be reduced.

The ~~overall~~Company ~~cost~~reported ofin ~~sales~~the ~~during~~accompanying ~~the~~financial ~~2nd~~statements ~~Quarter~~that ~~increased~~its bynet ~~$162,014~~assets ~~and~~in ~~increased~~liquidation byaggregate are $~~155~~2,~~202~~461,111, ~~during~~or ~~the~~$16.47 ~~six~~per ~~month period ending October 31~~share, ~~2021~~to asdistribute ~~compared~~ to ~~the~~its ~~same~~shareholders. ~~periods~~The ~~ending~~valuation inof ~~2020.~~the ~~This~~net ~~overall~~realizable ~~increase~~value ~~was~~of ~~due to~~ the Company’s ~~purchasing~~assets ~~finished~~and ~~products~~the ~~from~~Company’s ~~Hallcrest~~liabilities at atheir ~~cost~~settlement ~~higher~~amounts ~~than~~requires ~~producing~~many ~~its~~estimates ~~own~~and ~~products~~assumptions. AsIn ~~a percentage of sales~~addition, ~~the~~there ~~cost~~are ofsubstantial ~~sales~~risks ~~were~~and ~~52.1%~~uncertainties ~~during~~associated the ~~2nd~~liquidation ~~Quarter~~ and ~~35.07%~~winding ~~for~~down of the ~~comparative~~Company. ~~quarter~~The ~~ending~~valuations inset ~~2020;~~forth ~~and~~in ~~54.1% during~~ the ~~six~~accompanying ~~month~~financial ~~period~~statements ~~ending~~represent ~~October 31~~estimates, ~~2021~~based ~~compared~~on topresent ~~36,67%~~facts inand ~~2020.~~circumstances, Itof ~~is anticipated that~~ the ~~cost~~value of ~~sales~~assets asand acosts ~~percentage~~associated ofwith ~~sales~~the ~~will~~liquidation ~~not~~of ~~materially~~the ~~change~~Company, asand ~~long~~are assubject ~~Hallcrest~~to ~~is producing the Company’s products~~change.

15 Overview of Financial Condition and Results of Operations (Going Concern Basis)

~~Research~~The Company was primarily engaged in the development and ~~Development~~marketing ~~Expenses~~of medical, consumer and industrial thermometric and thermographic products that utilize cholesteric liquid crystals prior to January 18, 2022. The products were sold to hospitals, clinical end-users, laboratories and product dealers located throughout the United States. Note that while the discussion below refers to the period ended January 31, 2022, the Company ceased doing business on January 18, 2022 irrespective of the periods indicated.

~~Research~~Net and Development costs decreased $6,876, or 18.7%, during the 2nd Quarter as compared to the same quarter in 2020. These costs decreased by $17,530, or 22.8% during the six month period ending October 31, 2021 as compared to the same period in 2020. This decrease was primarily due to lower employee costs and decreased development activities.Sales/Revenues

~~Marketing~~For ~~Expenses~~the three month period ending January 31, 2022 (“3rd Quarter”), the net sales increased 22.99%, or $60,937, and increased 17.57%, or $152,836, during the nine month period ending January 31, 2022, as compared to net sales for the comparative periods ending in 2021. The increase in sales during the three and nine month periods ending January 31, 2022 was primarily the result of increased HemoTemp® II sales. At January 18, 2022 there were no back orders.

~~Marketing~~In ~~expenses~~addition, ~~for~~during the ~~2nd~~3rd Quarter ~~decreased by $16,476, or 42.42%, as compared to~~ the ~~quarter~~Company ~~ending~~had ~~October~~$525 ~~31,~~of ~~2020~~miscellaneous revenues and ~~decreased by~~ $271,~~397~~682 orfor ~~32.56%, during~~ the ~~six~~nine month period ending ~~October~~January 31, ~~2021 compared to the six-month period ending October 31~~2022, ~~2020. The 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~~from tointerest ~~lower~~income ~~salaries, employee expenses, advertising fees~~ and ~~travel~~leasing ~~and entertainment expenses and~~ a ~~decrease~~portion inof ~~marketing~~its ~~activities~~storage ~~due~~space to ~~the~~an ~~employee~~unrelated ~~resignations during the 1st Quarter~~party.

~~General~~Costs and ~~Administrative~~ Expenses

General and administrative costs increased by $76,217, or 85.7%, in the 2nd Quarter, and increased by $94,666, or 46.8%, during the six month period ending October 31, 2021, as compared to the same periods in 2020. This overall increase for the six months ending October 31, 2021 was due primarily to higher legal and accounting fees and administrative personnel expenses as a result of the Company using independent contractors to perform services previously provided by employees of the Company who resigned during the 1st Quarter, offset by a decrease in employee costs.

~~Net~~The ~~Income~~operating expenses of the Company during the 3rd Quarter increased overall by 129.68%, or $228,504, as compared to the 3rd quarter in 2021. The operating expenses of the Company increased by 51.57%, or $278,253, for the nine month period ending January 31, 2022, as compared to the nine month period ending January 31, 2021. The overall increase in operating expenses was primarily due to the use of temporary independent contractors to replace employees who resigned earlier in 2021.

~~The~~Cost ~~Company realized a net income~~ of $32,742 during the 2nd Quarter as compared to a net income of $28,142 for the comparative quarter in the prior year. The Company also realized a net loss of $92,141 for the six month period ending October 31, 2021 as compared to a net income of $14,923 during the same period in 2020. The decrease in net income is a result of decreased net sales for the 1st Quarter and higher general and administrative expenses due to the resignation of three employees during the 1st Quarter.Sales

~~Assets/Liabilities~~The cost of sales during the 3rd Quarter increased by $28,837, and increased by $184,039 during the nine month period ending January 31, 2022 as compared to these expenses during the same periods ending in 2021. Due to the resignation of manufacturing employees, the Company entered into a manufacturing agreement with Hallcrest to manufacture its products other than liquid crystals. The increase in the cost of sales during the 3rd Quarter and the nine month period ending January 31, 2022 was primarily due to the increased cost for Hallcrest to manufacture Biosynergy’s products. These increased costs to manufacture also resulted in a material decrease in the Company’s gross profit margin.

~~General~~16

~~Since~~Research ~~April 30, 2021, the Company’s assets have decreased by $74,810~~ and ~~liabilities~~Development ~~have increased by $19,113. The overall decrease in assets is primarily due to net operating loss during the six months ending October 31, 2021.~~Expenses

~~Related~~Research ~~Party~~and ~~Transactions~~Development costs decreased $15,822, or 36.73%, during the 3rd Quarter as compared to the same quarter in 2021. These costs decreased by $33,350, or 27.81%, during the nine month period ending January 31, 2022 as compared to the same period in 2021. The overall cost in research and development expense decreased during the nine months due to lower employee costs as a result of employee resignations in 2021 and reduced development activities as the Company was winding down.

AsMarketing of October 31, 2021 and April 30, 2021, $24,862 was due from F. K. Suzuki International, Inc. These balances result from an allocation of common expenses charged to FKSI offset by advances received from time to time. No interest income is received or accrued by the Company. The financial condition of FKSI is such that it will 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 receivable balance has been reclassified as a contra equity account.Expenses

16 Marketing expenses for the 3rd Quarter decreased by $19,980, or 47.52%, as compared to the quarter ending January 31, 2021. These costs decreased by $47,375, or 37.54%, during the nine month period ending January 31, 2022 as compared to the same period in 2021. The decrease is primarily due to lower employee costs and no travel during the respective periods.

AGeneral ~~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~~Administrative ~~for the six months ended October 31, 2021 and 2020, respectively.~~Expenses

~~Current~~General ~~Assets/Liabilities~~and ~~Ratio~~administrative costs for the 3rd Quarter increased by $265,306, or 291.26%, as compared to the 3rd quarter ending January 31, 2021, and increased by $358,882, or 122.24%, during the nine month period ending January 31, 2022, as compared to the same period in 2021, primarily due to higher legal and accounting fees related to the dissolution and liquidation of the Company and the use of temporary independent contractors to perform accounting and related services required as a result of the resignation of employees in 2021.

~~The~~Net ~~ratio~~Income of(Loss) ~~current~~from assets to current liabilities, 11.4 to 1, has decreased compared to 13.3 to 1 at April 30, 2021, primarily due to lower cash balances with higher accounts 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.Operations

~~Liquidity~~The ~~and~~Company ~~Capital~~realized ~~Resources~~a net loss from operations of $206,829 during the 3rd Quarter as compared to a net loss of $10,425 for the comparative quarter in the prior year primarily due to increased costs of operation. The Company also realized a net loss of $300,126 for the nine month period ending January 31, 2022 as compared to a net income of $9,229 during the same period in 2021. This decrease in net income is due an overall increase in the operating expenses of the Company as discussed above.

During the six month period ending October 31, 2021, the Company experienced a decrease in working capital of $35,940. This was primarily due to the net operating loss during the six month period ending October 31, 2021.Assets/Liabilities

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 investment in current assets.General

~~The~~Since ~~Company~~April ~~presently~~30, ~~grants~~2021, ~~payment~~the ~~terms~~Company's toassets ~~customers~~have ~~and~~increased ~~dealers.~~by ~~Although~~$1,098,155 ~~the~~primarily ~~Company~~as ~~experiences~~a ~~varying~~result ~~collection periods~~ of ~~its~~the ~~account~~gain ~~receivable,~~from the ~~Company~~Asset ~~believes~~Sale. ~~that~~Liabilities ~~uncollectable~~have ~~accounts~~increased ~~receivable~~by ~~will~~$401,032 ~~not~~(excluding ~~have~~the aliquidation ~~significant~~redemption ~~effect~~liability) onprimarily ~~future~~due ~~liquidity.~~to ~~The~~income ~~Company’s~~taxes ~~accounts~~payable ~~receivable~~as ~~increased~~a ~~during~~result of the ~~2nd~~Asset ~~Quarter~~Sale byand ~~$295,675 due to~~ the ~~shipment~~cost of ~~backorders~~liquidation as of ~~July 31, 2021 during~~ the ~~2nd Quarter~~Company.

The cash used by operating activities was $162,797 during the six month period ending October 31, 2021 primarily due to the use of cash to purchase inventory for sale to its customers and an increase in accounts receivable due to shipments of products backordered during the 1st Quarter. Except for its operating 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 six month period ending October 31, 2021.17

~~As of October 31~~BIOSYNERGY, ~~2021, the Company had $1,677,703 of current assets available~~INC. Of this amount, $31,339 was prepaid expenses, $132,390 was inventory, $426,190 was net trade receivables and $1,087,784 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.

17 Nine Months Ended January 31, 2022 and 2021

~~Effects~~Related ofParty 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 in the foreseeable future.Transactions

~~Critical~~As ~~Accounting~~of ~~Policies~~January ~~and~~31, ~~Estimates.~~2022 Onand ~~December~~April 1230, ~~2001~~2021, ~~the~~$24,862 ~~SEC~~was ~~issued~~due ~~FR-60~~from ~~“Cautionary~~F.K. ~~Advice~~Suzuki ~~Regarding~~International, ~~Disclosure~~Inc. ~~About~~("FKSI"). ~~Critical~~These ~~Accounting~~balances ~~Policies.”~~result ~~FR-60~~from is an ~~intermediate~~allocation ~~step~~of common expenses charged to ~~alert~~FKSI ~~companies~~prior to ~~the~~April ~~need~~30, ~~for~~2006 ~~greater~~offset ~~investor~~by ~~awareness~~advances received from time to time, and an advance of $5,163 in Fiscal 2020 for corporate compliance costs. No interest income has been received or accrued by the ~~sensitivity~~Company. ofThe financial ~~statements~~condition of FKSI was such that it was unlikely able to repay the ~~methods,~~Company ~~assumptions,~~within ~~and~~one ~~estimates~~year ~~underlying~~without ~~their~~liquidating ~~preparation~~a portion of its assets, including a portion of its ownership in the ~~judgments~~Company. ~~and~~As ~~uncertainties~~a ~~affecting~~result, the ~~application~~receivable ofbalance ~~those~~was ~~policies~~reclassified ~~and~~as contra equity account. However, once the ~~likelihood~~cash ~~that~~assets ~~materially~~from ~~different~~the ~~amounts~~liquidation ~~would~~of bethe ~~reported~~Company ~~under~~are ~~different~~distributed ~~conditions~~to orthe ~~using~~shareholders, ~~different~~FKSI ~~assumptions~~will be able to repay the advances.

~~The~~A ~~Company’s~~board ~~significant~~member ~~accounting~~provides ~~policies~~a ~~are~~variety ~~disclosed~~of inlegal ~~Note~~services 2 to the ~~Financial~~company ~~Statements~~in his capacity as a partner in a law firm. Fees for such legal services were approximately $142,400 and $7,982 for the nine months ending January 31, 2022 and 2021 respectively.

~~2nd~~Liquidity 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~~Capital ~~of operations of the Company if such information had been reported under different circumstances or assumptions are:~~Resources

~~Lease~~During ~~Commitments~~the -nine Onmonth ~~February~~period 25ending January 31, ~~2016~~2022, the ~~FASB~~Company ~~issued~~experienced ~~Topic~~an ~~842,~~increase ~~Leases. Under~~in ~~its~~cash ~~core~~of ~~principle~~$1,233,981 aas ~~lessee~~the ~~will~~result ~~recognize~~of ~~lease~~the ~~assets~~Asset ~~and~~Sale. ~~liabilities~~The onCompany ~~the~~has ~~balance~~$150,000 ~~sheet~~in ~~for~~an ~~all~~indemnity ~~arrangements~~escrow ~~with~~that ~~terms~~is ~~longer~~anticipated ~~than~~to 12be ~~months. Lessor~~returned ~~accounting~~to ~~remains~~the ~~largely~~Company ~~consistent~~six ~~with~~months ~~existing~~after ~~U.S.~~the ~~GAAP~~Asset Sale. At ~~inception~~The Company also had $286,646 ain ~~lessee~~accounts ~~must~~receivable ~~classify~~to be collected. Assuming collection of all ~~leases~~accounts asreceivable, ~~either~~less ~~finance~~the oraccounts ~~operating.~~payable ~~The~~and ~~Company~~expenses ~~classifies~~of completing the ~~lease~~liquidation ~~for~~and ~~its~~wind ~~facility~~down, inthe ~~Elk~~Company ~~Grove~~estimates ~~Village~~to ashave an$2,461,111 ~~operating~~for ~~lease~~distribution to the shareholders.

~~Revenue~~Cash ~~Recognition~~used -by Inoperating ~~May~~activities ~~2014~~was $120,515 during the ~~Financial~~nine ~~Accounting~~month ~~Standard~~period ~~Board~~ending ~~(FASB)~~January ~~issued ASU 2014-09~~31, ~~Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”)~~2022. ~~ASU~~Cash ~~2014-09~~provided ~~supersedes~~by ~~the~~investing ~~revenue~~activities ~~recognition~~was ~~requirements in Accounting Standards Codification (“ASC”) Topic 605~~$1, ~~Revenue Recognition~~354,496 ~~and~~during ~~most~~this ~~industry-specific~~same ~~guidance.~~period ~~The~~as ~~core~~a ~~principle~~result of the ~~guidance~~Asset isSale. ~~that~~Except anfor ~~entity~~the ~~should~~expenses ~~recognize~~related ~~revenue~~ to ~~depict~~ the ~~transfer~~liquidation ofand ~~promised~~wind ~~goods~~down orof ~~services to customers in an amount that reflects~~ the ~~consideration~~Company to ~~which the entity expects to~~ be ~~entitled~~incurred in ~~exchange~~the ~~for~~future, ~~those~~management ~~goods~~is ornot ~~services.~~aware ~~This~~of ~~guidance~~any ~~provides~~other amaterial ~~five-step~~capital ~~process~~requirements toor ~~achieve~~material ~~that~~contingencies ~~core~~for ~~principle~~which ~~and~~it tomust ~~determine when and how revenue is recognized~~provide.

~~Use~~Critical ofAccounting ~~Estimates.~~Policies ~~Preparation of financial statements~~ and ~~conformity~~Estimates. ~~with~~On ~~accounting~~December ~~principles~~12, ~~generally~~2001, ~~accepted in~~ the ~~United~~SEC ~~States~~issued ofFR-60 ~~America~~“Cautionary ~~requires~~Advice ~~management~~Regarding toDisclosure ~~make~~About ~~estimates~~Critical ~~and~~Accounting ~~assumptions~~Policies.” ~~that~~FR-60 ~~affect~~is ~~the~~an ~~reported~~intermediate ~~amounts~~step ofto ~~assets~~alert ~~and~~companies ~~liabilities~~to ~~and~~the ~~disclosure~~need offor ~~contingent~~greater ~~assets~~investor ~~and~~awareness ~~liabilities as~~ of the ~~date~~sensitivity of ~~the~~financial ~~Financial~~statements ~~Statements~~to ~~and~~ the ~~reported~~methods, ~~amounts~~assumptions, ~~of revenues~~ and ~~expenses during the reporting period. The financial condition of the Company and results of operations may differ from the~~ estimates ~~and~~underlying ~~assumptions~~their ~~made by management in~~ preparation, ofincluding the ~~Financial~~judgments ~~Statements accompanying this report.~~and

~~Allowance~~uncertainties ~~for~~affecting ~~Bad~~the ~~Debts.~~application ~~The Company periodically performs credit evaluations~~ of ~~its~~those ~~customers~~policies and ~~generally~~the ~~does~~likelihood ~~not~~that ~~require~~materially ~~collateral~~different ~~to support~~ amounts ~~due~~would ~~from~~be ~~the~~reported ~~sale~~under ofdifferent ~~its~~conditions ~~products.~~or ~~The~~using ~~Company~~different ~~maintains an allowance for doubtful accounts based on its best estimate of accounts receivable~~assumptions.

18 The Company’s significant accounting policies are disclosed in Note 3 to the Financial Statements for the 3rd 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 used 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:

~~Forward-Looking Statements~~18

~~This report may contain statements which~~BIOSYNERGY, ~~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")~~INC. 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~~Nine 3.Months ~~QUANTITATIVE~~Ended ~~AND~~January ~~QUALITATIVE~~31, ~~DISCLOSURES~~2022 ~~ABOUT~~and ~~MARKET RISK.~~2021

~~Market~~Lease ~~risk~~Commitments is- ~~the~~On ~~risk~~February ~~of loss arising from adverse changes in market rates and prices~~25, ~~such as interest rates~~2016, ~~foreign~~the ~~currency~~FASB ~~exchange~~issued ~~rates~~Topic ~~and~~842, ~~commodity prices~~Leases. ~~The~~Under ~~Company’s primary exposure to market risk is interest rate risk associated with~~ its ~~short~~core ~~term~~principle, ~~money~~a ~~market~~lessee ~~investments.~~will ~~The~~recognize ~~Company~~lease ~~does~~assets ~~not~~and ~~have~~liabilities ~~any~~on ~~financial~~the ~~instruments~~balance ~~held~~sheet for ~~trading~~all orarrangements ~~other~~with ~~speculative~~terms ~~purposes~~longer ~~and~~than ~~does~~12 ~~not~~months. ~~invest~~Lessor inaccounting ~~derivative~~remains ~~financial~~largely ~~instruments,~~consistent ~~interest~~with ~~rate~~existing ~~swaps~~U.S. ~~or other investments that alter interest rate exposure~~GAAP. ~~The~~At ~~Company~~inception, ~~does~~a ~~not~~lessee ~~have~~must ~~any~~classify ~~credit~~all ~~facilities~~leases ~~with~~as ~~variable~~either ~~interest~~finance ~~rates~~or operating. The Company’s ~~operations~~classifies ~~are~~the ~~not~~lease ~~exposed~~for toits ~~financial~~facility ~~risk~~in ~~that~~Elk ~~will~~Grove ~~have~~Village aas ~~material~~an ~~impact~~operating ~~on its financial position and results of operation~~lease.

~~Item~~Revenue 4Recognition – The Company accounts for revenue in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ~~CONTROLS~~The ~~AND~~core ~~PROCEDURES~~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.

~~Disclosure~~Use ~~Controls~~of Estimates - Preparation of financial statements and ~~Procedures~~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.

~~The~~Allowance ~~Company~~for ~~has~~Bad ~~established~~Debts ~~and~~- ~~maintains~~The ~~disclosure~~Company ~~controls~~periodically ~~and~~performs ~~procedures~~credit ~~(as~~evaluations ~~defined in Rules 13a15(e) and 15d-15(e)~~ of ~~the~~its ~~Exchange~~customers ~~Act) which are controls~~ and ~~other~~generally ~~procedures~~does ofnot ~~the~~require ~~Company~~collateral ~~that are designed~~ to ~~ensure~~support ~~that~~amounts ~~information~~due ~~required~~from ~~to be disclosed by~~ the ~~Company~~sale inof ~~the~~its ~~reports~~products. ~~that~~The itCompany ~~files~~maintains oran ~~submits~~allowance ~~under~~for ~~the~~doubtful ~~Exchange~~accounts ~~Act~~based ison ~~recorded,~~its ~~processed,~~best ~~summarized~~estimate ~~and~~of ~~reported,~~accounts ~~within the time periods specified in the Commission’s rules and forms~~receivable.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Accounting Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s Chief Executive Officer and Chief Accounting Officer has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13aForward-~~15(e)~~Looking 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.Statements

OnThis ~~July~~report 2may contain statements which, ~~2021~~to the extent they are not recitations of historical fact, ~~Laurence~~constitute ~~Mead~~"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 ~~Chief~~business, ~~Financial~~the ~~Officer~~impact of competitive products and services, ~~Chief~~changes ~~Accounting~~in ~~Officer~~the medical and ~~Treasurer~~laboratory industries caused by various factors, ~~resigned.~~risks ~~The~~inherit ~~Board~~in ofmarketing ~~Directors~~new ~~elected~~products, ~~Fred~~as ~~Suzuki~~well as ~~the~~other ~~Interim~~factors ~~Chief~~as ~~Financial~~set ~~Officer~~forth in this report. Thus, ~~Chief~~such ~~Accounting~~forward-looking ~~Officer~~statements ~~and~~should ~~Treasurer~~not be relied upon to ~~serve~~indicate ~~until~~the actual results which might be obtained by the Company. isNo ~~able~~representation toor ~~find~~warranty ~~replacements.~~of ~~The~~any ~~Audit~~kind ~~Committee~~is ~~adopted~~given ~~new~~with ~~accounting~~respect ~~and~~to ~~financial~~the ~~internal~~accuracy ~~controls~~of ~~over~~such ~~financial~~forward-looking ~~reporting~~information. ~~procedures~~The toforward-looking ~~reflect~~information ~~changes~~has inbeen ~~office~~prepared ~~and~~by ~~accounting~~the ~~personnel~~management of the Company and ~~ensure~~has ~~that~~not ~~proper~~been ~~controls~~reviewed ~~remain~~or incompiled ~~place~~by independent public accountants.

19 Item 3. Quantitative and Qualitative Disclosures About Market Risk.

~~PART~~Market IIrisk –is ~~OTHER~~the ~~INFORMATION~~risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Historically, the Company’s primary exposure to market risk has been interest rate risk associated with its short term money market investments. The Company currently does not have any 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. Thus, the Company does not have any credit facilities with variable interest rates. The Company is not exposed to financial risk that will have a material impact on its financial position.

~~Item 1. Legal Proceedings.~~ 19

~~As of the end of the Company’s Fiscal Quarter ending October 31~~BIOSYNERGY, ~~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~~INC. 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.

Nine Months Ended January 31, 2022 and 2021

Item 4. Controls and Procedures

Disclosure Controls and Procedures

The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) which are controls and other procedures of the Company that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Accounting Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s Chief Executive Officer and Chief Accounting Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s Chief Executive Officer and its Chief Accounting Officer have concluded that the Company’s disclosure controls and procedures are effective.

There have been no changes in the Company’s internal control over financial reporting during the Company’s Fiscal Quarter ending January 31, 2022 that have materially affected or are likely to materially affect the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

As of the end of the Company’s Fiscal Quarter ending January 31, 2022, 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~~Except as identified above, 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~~third quarter of Fiscal ~~2021~~2022.

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.

BIOSYNERGY, INC.

Nine Months Ended January 31, 2022 and 2021

Item 3. Defaults Upon Senior Securities.

(a) As of the end of the Company’s Fiscal Quarter ending ~~October~~January 31, ~~2021~~2022, 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 ~~October~~January 31, ~~2021~~2022, 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.

20 (b) During the Fiscal Quarter ending January 31, 2022, 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.

(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.

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~~(a) Asset Purchase Agreement dated November 23, 2021 between Biosynergy, Inc. and LCR Hallcrest, LLC. (ii)

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

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

BIOSYNERGY, INC.

Nine Months Ended January 31, 2022 and 2021

(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.

21 (ii) Incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K dated November 24, 2021, and filed with the Securities and Exchange Commission on November 30, 2021.

BIOSYNERGY, INC.

~~Six~~Nine Months Ended ~~October~~January 31, ~~2021~~2022 and ~~2020~~2021

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 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

Date: March 23, 2022

/s/ Fred K. Suzuki

Fred K. Suzuki

Chief Executive Officer, Chairman of the Board, and President

22 23

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