U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON. D.C. 20549
FORM 12b-25
SEC FILE NUMBER
001-13207/000-22827
NOTIFICATION OF LATE FILING
(Check One) CUSIP NUMBER
254607-10-4
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: April 30, 1998
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K [ ] Money Market Fund Rule 30b3-1 Filing
For the Transition Period Ended: ____________________
- --------------------------------------------------------------------------------
Read Instructions (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
- --------------------------------------------------------------------------------
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
- --------------------------------------------------------------------------------
Part I - Registrant Information
- --------------------------------------------------------------------------------
Full Name of Registrant
DISCAS, INC.
Former Name if Applicable
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
567-1 S. Leonard Street
- --------------------------------------------------------------------------------
City, State and Zip Code
Waterbury, Connecticut 06708
- --------------------------------------------------------------------------------
Part II- Rules 12b-25 (b) and (c)
- --------------------------------------------------------------------------------
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion
thereof will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or filing made by a
money market fund pursuant to Rule 30b3-1, or portion thereof
will be filed on or before the fifth calendar day following
the prescribed due date; and
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
- --------------------------------------------------------------------------------
Part III - Narrative
- --------------------------------------------------------------------------------
State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q, or filing made by a money market fund pursuant to Rule 30b3-1
and Form 10-QSB, N-SAR or the transition report or portion thereof could not be
filed within the prescribed period.
The Company has been in negotiation with Futuramik Industries, Inc.
for purposes of entering into a merger agreement. A letter of intent was signed
on July 23, 1998. The persons responsible for filing the Company's Form 10-KSB
were principal participants in the negotiation process. Accordingly, it was not
possible to complete the Form 10-KSB on a timely basis. The document will be
filed on or before August 14, 1998.
(Attach Extra Sheets if Needed)
<PAGE>
- --------------------------------------------------------------------------------
Part IV - Other Information
- --------------------------------------------------------------------------------
(1) Name and telephone number of person to contact in regard to this
notification.
Ronald P. Pettirossi (203) 753-5147
................................................................................
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s).
[X] YES [ ] NO
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[X] YES [ ] NO
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
See attached Consolidated Statement of Operations
- --------------------------------------------------------------------------------
DISCAS, INC.
...............................................................................
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date July 30, 1998 By /s/ Ronald P. Pettirossi
------------------------------- -----------------------------
Ronald P. Pettirossi, CFO
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
- --------------------------------------------------------------------------------
ATTENTION
Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (See 18 U.S.C. 1001).
- --------------------------------------------------------------------------------
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240, 12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange Commission,
Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and
Regulations under the Act. The information contained in or filed with the form
will be made a matter of the public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed with
each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable to
timely file a report solely due to electronic difficulties. Filers unable to
submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of Regulation
S-T or apply for an adjustment in filing date pursuant to Rule 13(b) of
Regulation S-T.
<PAGE>
Part IV - Other Information (3)
DISCAS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
Year ended April 30,
1997 1998
------------ ------------
Sales $5,179,668 $5,878,890
Cost of sales 3,982,066 5,174,399
------------ ------------
Gross profit 1,197,602 704,491
------------ ------------
Selling, general and administrative expenses 1,300,859 2,699,847
------------ ------------
Loss from operations (103,257) (1,995,356)
------------ ------------
Other income (expense):
Other income 35,279 -
Interest income - 35,772
Interest expense (317,393) (369,482)
------------ ------------
Net other expense (282,114) (333,710)
------------ ------------
Minority interest 36,705
-
Loss before income taxes and extraordinary item (348,666) (2,329,066)
Income tax benefit 36,000
-
Loss before extraordinary item (312,666) (2,329,066)
------------ ------------
Extraordinary item - loss on extinguishment of debt - (287,463)
------------ ------------
Net loss $ (312,666) $(2,616,529)
============ ============
Net loss per share (Basic and Diluted):
Loss before extraordinary item $(.15) $(.79)
====== ======
Extraordinary item $ - $(.10)
====== ======
Net loss $(.15) $(.89)
====== ======
