DISCAS INC
10QSB, 1998-03-17
PLASTICS PRODUCTS, NEC
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                                   FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

(Mark one)

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

For the quarterly period ended              January 31, 1998
                               ------------------------------------------

[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ____________________
                                 001-13207
Commission file number           000-22827

                                  DISCAS, INC.
 ................................................................................
        (Exact name of small business issuer as specified in its charter)

            DELAWARE                                              06-1175400
 ................................................................................
 (State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                              Identification No.)

567-1 South Leonard Street, Waterbury, Connecticut                  06708
 ................................................................................
(Address of principal executive offices)                         (Zip Code)

                                  203-753-5147
 ................................................................................
                           (Issuer's telephone number)

 ................................................................................
              (Former name, former address and former fiscal year,
                         if changed since last report)

         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
l934  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.
                                                           |X|  Yes      |_|  No

         The number of shares outstanding of the issuer's single class of common
stock as of March 12, 1998 was 3,214,500.

         Transitional Small Business Disclosure Format (check one)
                                                           |_|  Yes      |X|  No



<PAGE>


4

                         PART I - FINANCIAL INFORMATION

                          Item 1. Financial Statements

                                  DISCAS, INC.

                           CONSOLIDATED BALANCE SHEET



<TABLE>
<CAPTION>
                                                                                    January 31,                April 30,
                                                                                       1998                      1997
                                                                                    (unaudited)                (audited)
                                  ASSETS
Current assets:
<S>                                                                                 <C>                       <C>        
    Cash and equivalents                                                            $1,203,155                $  173,100
    Accounts receivable                                                                842,335                 1,244,554
    Inventory                                                                        1,123,779                 1,016,519
    Prepaid expenses                                                                    90,864                    15,599
                                                                                    ----------                ----------
        Total current assets                                                         3,260,133                 2,449,772
                                                                                    ----------                ----------

Property and equipment (net)                                                         2,299,900                 1,846,615

Other assets                                                                           290,849                 1,248,602
                                                                                    ----------                ----------

                                                                                    $5,850,882                $5,544,989
                                                                                    ==========                ==========

              LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable                                                                $  812,141                $1,280,710
    Accrued expenses                                                                   111,620                   174,629
    Line of credit                                                                   1,416,000                   490,000
    Current portion of capital leases                                                   21,624                    30,416
    Current portion of long-term debt                                                  163,258                   383,069
                                                                                    ----------                ----------
        Total current liabilities                                                    2,524,643                 2,358,824
                                                                                    ----------                ----------

Capital leases, excluding current portion                                               40,546                    48,101

Other Long-term debt, excluding current portion                                        518,277                 2,162,777

Related party loans                                                                    102,734                   123,734

Stockholders' equity:
    Common stock, par value $.0001 per share:
        Authorized 20,000,000 shares
        Outstanding 3,214,500 and 2,254,500 shares, respectively                           321                       225
    Additional paid in capital                                                       4,468,900                   822,677
    Retained earnings (accumulated deficit)                                         (1,804,539)                   28,651
                                                                                    ----------                ----------
        Total stockholders' equity                                                   2,664,682                   851,553
                                                                                    ----------                ----------

                                                                                    $5,850,882                $5,544,989
                                                                                    ==========                ==========
</TABLE>



<PAGE>



                         PART I - FINANCIAL INFORMATION

                          Item 1. Financial Statements

                                  DISCAS, INC.

                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                              Three months ended                  Nine months ended
                                                                  January 31,                        January 31,
                                                             1998             1997              1998             1997
                                                          ----------       ----------        ----------       ----------

<S>                                                       <C>              <C>               <C>              <C>       
Sales                                                     $1,167,937       $1,496,258        $4,543,904       $3,550,394

Cost of sales                                              1,246,223        1,162,188         3,926,209        2,735,613
                                                           ---------        ---------         ---------        ---------
    Gross Profit (loss)                                      (78,286)         334,070           617,695          814,781

Selling, general and administrative expenses                 811,052          341,874         1,874,113          761,454
                                                           ---------        ---------         ---------        ---------
    Income (loss) from operations                           (889,338)          (7,804)       (1,256,418)          53,327

Other expense:
    Amortization of deferred financing costs                       -          (87,000)         (145,000)         (87,000)
    Interest expense, net                                    (14,868)         (33,940)         (144,309)         (73,790)
                                                           ---------        ---------         ---------        ---------
        Net other expense                                    (14,868)        (120,940)         (289,309)        (160,790)

Minority interest                                                  -                -                 -           36,705

Loss before extraordinary item                              (904,206)        (128,744)       (1,545,727)         (70,758)
    Extraordinary item - loss on extinguishment of                                             (287,463)               -
                                                           ---------        ---------         ---------        ---------
debt                                                               -                -
                                                                   -                -
Net loss                                                   $(904,206)       $(128,744)      $(1,833,190)        $(70,758)
                                                           ==========       ==========      ============        =========

Average number of shares outstanding                       3,288,750        2,328,750         2,961,214        2,171,705
                                                           =========        =========         =========        =========

Net loss per share - basic and diluted
    Loss before extraordinary item                          $(.27)           $(.08)            $(.52)           $(.03)
    Extraordinary item - loss on extinguishment of debt         -                -              (.10)               -
                                                            ------           ------            ------           ------ 
Net loss                                                    $(.27)           $(.08)            $(.62)           $(.03)
                                                            ======           ======            ======           ======
</TABLE>



            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                      Additional      Retained earnings
                                    Number            Common           paid-in          (accumulated
                                   of shares          stock            capital            deficit)             Total

<S>                                <C>                 <C>              <C>                 <C>                <C>     
April 30, 1997                     2,254,500           $225             $822,677            $28,651            $851,553
Net loss                                   -              -                    -         (1,833,190)         (1,833,190)
Sale of common stock
  and warrants                       800,000             80            2,638,365                  -           2,638,445
Sale of underwriter over
  allotment warrants                       -              -                7,874                  -               7,874
Issuance of common stock for
  convertible promissory note        160,000             16              999,984                  -           1,000,000
                                   ---------           ----           ----------        ------------         ----------
January 31, 1998                   3,214,500           $321           $4,468,900        $(1,804,539)         $2,664,682
                                   =========           ====           ==========        ============         ==========
</TABLE>


<PAGE>


                         PART I - FINANCIAL INFORMATION

                          Item 1. Financial Statements

                                  DISCAS, INC.

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                    Nine months ended
                                                                                       January 31,
                                                                              1998                     1997
                                                                           ----------               ----------

Cash flows from operating activities:
<S>                                                                        <C>                      <C>       
    Cash received from customers                                           $4,946,123               $3,070,558
    Cash paid to suppliers and employees                                   (6,245,685)              (2,989,261)
    Interest paid                                                            (144,309)                 (73,790)
                                                                           ----------               ----------
        Net cash provided (used) by operating activities                   (1,443,871)                   7,507
                                                                           ----------               ----------

Cash flows from investing activities:
    Payment on other assets                                                         -                  (35,604)
    Purchases of fixed assets                                                (729,266)                 (84,573)
                                                                           ----------               ----------
        Net cash used by investing activities                                (729,266)                (120,177)
                                                                           ----------               ----------

Cash flows from financing activities:
    Net proceeds from offering of stock                                     3,178,850                        -
    Principal payments on long-term debt                                     (885,311)                 (84,091)
    Proceeds from long-term debt                                                    -                  375,000
    Principal payments on capital leases                                      (16,347)                 (25,450)
    Proceeds from credit line                                                 926,000                        -
    Payments of offering costs                                                      -                 (303,726)
                                                                           ----------               ----------
        Net cash provided by financing activities                           3,203,192                  (38,267)
                                                                           ----------               ----------

Net increase (decrease) in cash                                             1,030,055                 (150,937)

Cash and equivalents at beginning of period                                   173,100                  183,546
                                                                           ----------               ----------

Cash and equivalents at end of period                                      $1,203,155               $   32,609
                                                                           ==========               ==========

Reconciliation of net loss to cash provided (used) by
  operating activities:
    Net loss                                                              $(1,833,190)             $   (70,758)
                                                                          ------------             ------------
    Items which did not (provide) use cash:
        Depreciation and amortization                                         321,407                  116,937
        Minority interest                                                           -                  (36,705)
        Amortization of deferred financing costs                              145,000                   87,000
        Extraordinary item                                                    287,463                        -

Working capital changes which provided (used) cash:
    Accounts receivable                                                       402,219                 (479,836)
    Inventory                                                                (107,260)                (331,730)
    Other assets                                                              (52,667)                 (32,985)
    Prepaid expenses                                                          (75,265)                   7,103
    Accounts payable                                                         (468,569)                 688,291
    Accrued expenses                                                          (63,009)                  60,190
                                                                          ------------            ------------

    Net cash provided (used) by operating activities                      $(1,443,871)            $      7,507
                                                                          ============            ============

Schedule of non-cash investing and financing activities:
    Financed acquisitions                                                  $        -               $1,500,000
                                                                           ==========               ==========
    Acquisition of minority interest                                       $        -               $  172,402
                                                                           ==========               ==========
    Deferred financing costs                                               $        -               $  608,500
                                                                           ==========               ==========
    Exchange of convertible debt for stock                                 $1,000,000               $        -
                                                                           ==========               ==========
    Other                                                                  $   34,593               $        -
                                                                           ==========               ==========
</TABLE>


<PAGE>





                         PART I - FINANCIAL INFORMATION

                                  DISCAS, INC.

                                January 31, 1998

Item 1.       Financial Statements - Notes

1.       Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance  with the  instructions to Form 10-QSB and in the opinion
of the Company include all  adjustments  necessary to present fairly the results
of operations, financial position and changes in cash flow.

The results of operations for the interim periods are not necessarily indicative
of the results expected for the full year.

2.       Inventories

Inventories consist of the following:

                                              January 31, 1998    April 30, 1997
                                              ----------------    --------------
Finished goods                                   $  416,245         $  212,148
Raw materials and supplies                          707,534            804,371
                                                 ----------         ----------
                                                 $1,123,779         $1,016,519
                                                 ----------         ----------

3.       Property and equipment

Property and equipment consist of the following:

                                              January 31, 1998    April 30, 1997
                                              ----------------    --------------
Machinery and equipment                          $3,129,813         $2,436,533
Leasehold improvements                               65,635             63,843
Office equipment                                    132,261             68,402
Vehicles                                             64,555             58,206
Furniture and fixtures                               20,677             22,098
                                                 ----------         ----------
                                       
Total property and equipment                      3,412,941          2,649,082
   Less:  accumulated depreciation                1,113,041            802,467
                                                 ----------         ----------
Net property and equipment                       $2,299,900         $1,846,615
                                                 ==========         ==========

4.       Prepaid expenses

Prepaid expenses consist of the following:

                                              January 31, 1998    April 30, 1997
                                              ----------------    --------------
Consulting agreements                               $67,530            $     -
Rent                                                 23,334                  -
Other                                                     -             15,599
                                                    -------            -------
                                                    $90,864            $15,599
                                                    =======            =======


<PAGE>


                         PART I - FINANCIAL INFORMATION

                                  DISCAS, INC.

                                January 31, 1998

Item 1.       Financial Statements - Notes (Cont'd)

5.       Other assets

Other assets consist of the following:

                                              January 31, 1998    April 30, 1997
                                              ----------------    --------------
Deferred offering costs                           $      -          $  532,148
Deferred financing costs, net                            -             432,463
Goodwill, net                                      204,872             216,077
Security deposits                                   34,494              32,310
Other                                               51,483              35,604
                                                  --------          ----------
                                                  $290,847          $1,248,602
                                                  ========          ==========
                                                              
6.        Stock option plan

In November 1997,  the Company issued 66,000 stock options to certain  employees
pursuant to its stock  option plan.  The option  price is $4.125 per share,  the
fair market value on date of grant; the options vest over a four year period and
none are currently exercisable.

The Company applies APB Opinion 25 in accounting for its performance based stock
option plan. Accordingly, none of the estimated compensation cost of $33,000 has
been  recognized  for the plan for the nine months ended  January 31, 1998.  Had
compensation  cost been  determined on the basis of FASB  Statement No. 123, the
impact on net loss and net loss per share would have been immaterial.

7.       Economic dependency

In the nine month period ended  January 31, 1998,  two  customers  accounted for
approximately 27% of sales (15% and 12%, respectively); in the nine month period
ended January 31, 1997, two customers accounted for approximately 34% of sales.

8.       Extraordinary item

The extraordinary  loss of $287,463 resulted from the  extinguishment of debt of
$375,000.  The debt was issued in connection  with a stockholder  transaction in
the fiscal  year ended  April 30,  1997 as the  Company  was  preparing  for its
initial public offering.


<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

General

The Company produces proprietary plastic and rubber compounds using a variety of
recycled and prime (virgin)  materials.  The Company has extensive  expertise in
polymer technology,  and has commercialized proprietary formulations used in the
manufacturing of products in the footwear, aeronautic,  military, automotive and
consumer products sectors. During November 1996, the Company acquired the assets
of a plastic container  manufacturer in New Jersey,  Christie Enterprises,  Inc.
(the "Christie Acquisition").

Statements  included  in  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of  Operations  which are not  historical  in nature,  are
intended to be, and are hereby  identified as "forward  looking  statements" for
purposes of the safe harbor  provided by Section 21E of the Securities  Exchange
Act of 1934,  as amended.  The Company  cautions  readers that  forward  looking
statements, including without limitation, those relating to the Company's future
business  prospects,   revenues,  working  capital,  liquidity,  capital  needs,
interest  costs,  and income,  are subject to certain  risks and  uncertainties,
certain of which are described herein, that could cause actual results to differ
materially from those indicated in the forward looking statements.

The Company's fiscal quarter ended January 31, 1998 produced severely  depressed
results  because of the continuing  negative  supply/demand  relationship in the
polypropylene  industry  which has been  caused,  in part,  by both the economic
conditions  in Asia  and  reduced  prices  for  crude  oil.  The  oversupply  of
polypropylene material continues to reduce margins as product selling prices are
depressed. In some instances,  the Company has elected to reject potential sales
of its  recycled  products  because the product  market  price has dipped  below
variable  production  costs  of such  material.  As  disclosed  in the  previous
quarterly  report  filed for the fiscal  quarter  ended  October 31,  1997,  the
Company implemented certain steps to position it to withstand the current market
downturn. The actions taken, and their current status, are as follows:

o    A  manufacturing  operation  has been  established  in  Statesville,  North
     Carolina.  Product  manufacturing  commenced  in  January  and the  Company
     expects that it will be capable of producing at maximum capacity by the end
     of March 1998. The amount of actual  production  will be dictated by market
     demand and product  pricing;  however,  the Company does now have access to
     lower  cost  raw  material  and  has   eliminated   bottlenecks   and  some
     transportation costs incurred in the preprocessing of feedstocks.



<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations (Cont'd)

o    Over the next 18 months,  the Company  expects to vertically  integrate the
     Statesville   operation  to  include  the   manufacture,   warehousing  and
     distribution  of plastic  end-user  products  for the  Company's  customers
     located in the Southeast.  The pace at which vertical  integration  will be
     implemented will be impacted by actual product demand and pricing,  as well
     as the Company's working capital position.

o    In  November  1997 and  February  1998,  the  Company  acquired  a  nursery
     container product line and equipment to produce traffic safety devices used
     by  municipalities,  utilities and commercial  establishments.  The Company
     also completed an exclusive agreement to market products  manufactured from
     these newly acquired molds. The Company believes these assets were acquired
     at  below  market  prices  due  to  both  industry  problems  and  industry
     consolidation.  These acquisitions will provide opportunities for expanding
     both the Company's customer base and production of end user products at its
     Kenilworth,  New Jersey injection molding  manufacturing  facility which is
     utilizing   feedstocks  produced  by  the  Company's  plastics  compounding
     operations. These steps will allow the Company to accelerate its entry into
     the  manufacture  of new end user  products and also take  advantage of the
     oversupply  of raw  materials to lower costs.  The Company  believes it can
     also penetrate the large traffic safety market and compete effectively.  In
     addition,  the  expanded  product  lines at its New  Jersey  plant  and the
     expected introduction of injection molding manufacturing lines at the North
     Carolina  plant will make the Company  more cost  competitive  against blow
     molding container manufacturers.

o    The Company has  diversified  its  Waterbury  location into  providing toll
     processing services to two major polymer  manufacturers.  In addition,  the
     Company has  instituted a reduction in work force at this facility in order
     to balance  plant  operating  costs  with its  manufacturing  and  services
     margins.

o    The Company has signed  marketing  agreements to  expand sales coverage for
     Reprean compounds, horticultural containers and other molded products.

The Company has made  significant  investments in  attractively  priced business
assets  which  should help  establish  the Company as a long-term  player in the
plastics  recycling and manufacturing  industry even though the costs associated
with such investments have adversely impacted short-term operating results.



<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations (Cont'd)

Such completed actions, and possible acquisitions which may be undertaken in the
future,  could in themselves have adverse effects on the Company's  performance.
Acquisitions  also have the effect of utilizing the Company's cash resources for
acquisition  costs and working  capital,  which removes such cash resources from
availability for other purposes in the future.

As disclosed in the Company's October 31, 1997 quarterly report,  the oversupply
of virgin plastic raw material has been experienced before;  however, this cycle
has been unusually  severe.  Although a turnaround is expected,  the date of the
turnaround cannot be predicted with certainty.  The Company believes that it has
the facilities to capitalize on any improvement in market  conditions.  However,
the Company's  working capital position  continues to erode and operating losses
such as those  experienced  in the  quarter  ended  January  31,  1998 cannot be
sustained.  Based on product sale activity in February and early March 1998, the
Company  believes that product  sales in the quarter  ending April 30, 1998 will
exceed  the sales  levels in the  quarter  ended  January  31,  1998.  The sales
increases  result from increased  sales of the Company's  nursery  container and
other end user products.  Traditionally, the months of March, April and May have
been the strongest for nursery  container  products.  The Company cannot predict
with certainty that sales of nursery  container and other end user products will
continue at current levels past May 1998.



<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations (Cont'd)

         Results of Operations

Three Month Periods Ended January 31, 1998 and 1997

Sales  decreased by $328,321,  or  approximately  21.9%,  to $1,167,937  for the
quarter ended January 31, 1998, as compared to $1,496,258  for the quarter ended
January 31, 1997. The 1998 sales made by Christie  Products amounted to $527,327
(compared  to $571,601 for the quarter  ended  January 31, 1997) and other sales
amounted to $640,610  (compared  to $924,657 for the quarter  ended  January 31,
1997).  The current quarter is traditionally a low sales period for the Christie
operation while the other parts of the Company's  operations have been adversely
impacted to a  significant  degree by the matters  mentioned  above.  Sales to a
major Christie  customer  decreased during the quarter ended January 31, 1998 as
compared to 1997  ($139,047  as  compared  to  $213,910)  and in  February,  the
customer notified Christie that it was not expecting to buy Christie containers,
at least  for the next  several  months.  Although  sales  have  been  favorably
impacted by both new customers for  Christie's  growing  containers  and new end
user  products,  this  customer  loss will have a  negative  impact on  formerly
expected sales levels for the fiscal quarter ending April 30, 1998.

Cost of goods sold increased by $84,035,  or  approximately  7.2%, to $1,246,223
for the quarter  ended  January 31,  1998,  as  compared to  $1,162,188  for the
quarter ended January 31, 1997.  Cost of goods sold as a percentage of sales was
106.7% for the quarter ended January 31, 1998, as compared to 77.7% in 1997. The
increase  in cost of  sales as a  percent  of sales  is  related  to the  margin
reduction in products  sold because of the excess  supply of virgin  plastic raw
material (which also necessitated a $100,000 inventory write-down to market) and
has also been negatively impacted because significant expenditures had been made
to increase production capacity, including the hiring and training of personnel.
The  Company  has  implemented  programs  to  deal  with  the  depressed  market
conditions  and many of its  recent  hires were part of the  reduction  in force
implemented in February at the Waterbury  location.  On an annualized basis, the
Company expects to reduce payroll and related costs by approximately $300,000 as
a result of  employee  layoffs.  The  Company  also  expects to make  additional
expense  reductions at the Waterbury and corporate  headquarters  facility until
the market imbalance referred to above has been corrected.


<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations (Cont'd)

The Company established the manufacturing  facility in North Carolina because it
believes  that in the long run, it must have a low cost  production  facility in
the Southeast; accordingly, the start-up costs associated therewith are included
in the results of operations for the quarter ended January 31, 1998.

The traditionally low sales at the Christie operation during the current quarter
further  exacerbated  the  conditions  that  led  to  the  unacceptable  margins
experienced by the Company in the 1998 quarter as compared to the 1997 quarter.

Gross profit  decreased  by  $412,356,  or  approximately  123.4%,  to a loss of
$78,286 for the quarter ended January 31, 1998, as compared to a gross profit of
$334,070 for the quarter  ended  January 31, 1997.  Such  decrease is due to the
matters discussed above.

Selling,   general  and   administrative   costs   increased  by  $469,178,   or
approximately  137.2%,  to $811,052  for the quarter  ended  January 31, 1998 as
compared to $341,874 for the quarter  ended  January 31,  1997.  The increase is
attributable to the  infrastructure  built by the Company in terms of additional
personnel  and related  costs,  travel and  marketing  expenses  and  additional
facilities  costs to  accommodate  the  Company's  then  expected  sales growth.
Reductions  in  personnel  costs have been  instituted  to counter the  industry
downturn and further cost reductions will be implemented. The cost structure has
also been impacted by the legal,  insurance,  accounting  and auditing and other
consulting  costs  associated with being a public company.  Included in selling,
general and administrative costs is a $90,000 charge related to the January 1998
termination of a non-compete  agreement with the former owner of Christie.  This
was done to  accommodate  an extension of the lease for the Christie  production
facilities.  Further,  provisions for  uncollectable  accounts have been made in
consideration of the depressed nature of the industry and the impact it may have
on the Company's customer base.

Operating  loss  increased by  $881,534 to $889,338  for the current  quarter as
compared to a loss of $7,804 for the quarter ended January 31, 1997.



<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations (Cont'd)

Deferred  financing  charges of $87,000  were  amortized  in the  quarter  ended
January 31, 1997 (none in the quarter  ended  January 31, 1998) and this noncash
charge is included in interest  expense.  The related debt was  extinguished  in
October 1997.

Net loss  increased  by $775,462 to $904,206 for the quarter  ended  January 31,
1998 as compared  to  $128,744  for the quarter  ended  January  31,  1997.  The
industry  downturn  coupled with the costs  incurred in building  the  Company's
infrastructure  and  production  are the  principal  reasons for this loss.  The
Company believes that operations may continue to be adversely impacted by market
conditions,  but that steps have been and will  continue  to be  implemented  to
respond to the market.

Nine Month Periods Ended January 31, 1998 and 1997

Sales increased by $993,510,  or  approximately  28%, to $4,543,904 for the nine
month period  ended  January 31, 1998,  as compared to  $3,550,394  for the nine
month period ended January 31, 1997. The 1998 sales include  $2,312,237  related
to the  Christie  Acquisition.  In the nine months ended  January 31, 1997,  the
Company made sales to the Christie predecessor company of $423,782.

Cost  of  goods  sold  increased  by  $1,190,596,  or  approximately  43.5%,  to
$3,926,209  for the nine month  period  ended  January  31,  1998,  compared  to
$2,735,613  for the nine month  period ended  January 31, 1997.  The increase in
cost of goods  sold was  attributable  to  increased  sales  volume,  due to the
Christie Acquisition.  Cost of goods sold as a percentage of sales was 86.4% for
the nine month period ended January 31, 1998 as compared to 77.1% in 1997.  Cost
of sales as a percent of sales  increased  because of excess  supplies of virgin
plastic raw materials and its pressure on selling  prices and the  corresponding
sales levels as described above.

Gross profit decreased by $197,086,  or approximately 24.2%, to $617,695 for the
nine month period ended  January 31, 1998,  as compared to $814,781 for the nine
month period ended January 31, 1997. Such decrease was primarily attributable to
the  negative  effect of the excess in virgin  raw  material  supplies,  and its
impact on product selling prices and gross margins.


<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations (Cont'd)

Selling,   general  and  administrative   costs  increased  by  $1,112,659,   or
approximately  146.1%, to $1,874,113 for the nine month period ended January 31,
1998 as compared to $761,454 for the nine month  period ended  January 31, 1997.
The increase is attributable to infrastructure  built by the Company in terms of
additional  personnel  and related  costs,  travel and  marketing  expenses  and
additional  facilities  costs to  accommodate  the Company's then expected sales
growth.  Reduction  in  personnel  costs have been  instituted  to  counter  the
industry's  downturn and further cost reductions  will be implemented.  The cost
structure  has also  been  impacted  by the  legal,  insurance,  accounting  and
auditing and other consulting costs associated with being a public company.

Operating income decreased by $1,309,745 to a loss of $1,256,418 for the current
nine month  period  ended  January 31, 1998 as compared to income of $53,327 for
the nine month period ended January 31, 1997.

Deferred  financing  charges of $145,000 were amortized in the nine month period
ended  January 31,  1998  ($87,000 in fiscal  1997) and this  noncash  charge is
included in interest expense. In addition,  the related debt was extinguished in
October 1997 and the remaining unamortized deferred financing charges ($287,463)
were expensed.

Net loss  increased by $1,762,432 to $1,833,190  for the nine month period ended
January 31,  1998 as  compared  to a loss of $70,758  for the nine month  period
ended  January 31,  1997.  The increase was  primarily  attributable  to the raw
material supply imbalance mentioned above, the increase in selling,  general and
administrative  costs and to the amortization of deferred  financing charges and
other  interest  costs  incurred to pursue the  implementation  of the Company's
growth  strategy.  For the reasons  stated above,  the growth  strategy has been
discontinued;  the  strategy  will not be revisited  until there is  significant
improvement in industry and market conditions.


<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations (Cont'd)

         Liquidity and Capital Resources

Financial Condition

Because the raw material imbalance and pricing pressures described above were so
severe  during the quarter  ended  January  31,  1998 and the  Company  acquired
approximately $729,000 of property and equipment,  the Company's working capital
position has eroded to a significant degree. Cash and cash equivalents decreased
from  $1,759,267  at October 31, 1997 to  $1,203,155  at January 31, 1998, or by
$556,112.  Working capital decreased from $3,105,254 to $735,490,  or $2,369,764
during the same period.  The Company has  implemented  stringent cash management
procedures  to conserve  cash  during this  current  market  downturn.  If these
conditions continue,  the Company will exhaust its available cash before the end
of its 1999 fiscal year and will require additional working capital.

The Company is also in violation of certain  financial  covenants under its debt
agreement with a commercial bank. The Company and the bank are in the process of
restructuring  the  agreement.  The  Company  cannot  predict  what  impact  the
restructuring will have on its operations and access to working capital.

The  Company  has  made  some  strategic   investments  in  the  acquisition  of
attractively  priced operating assets and has expanded production  capacity.  As
the raw  material  supply  imbalance  is  corrected,  the  Company  will be in a
position to respond quickly and effectively to improved market  conditions.  The
Company  expects the  polypropylene  market  conditions to improve in its fiscal
year beginning May 1, 1998;  however,  the timing and degree of such improvement
cannot be predicted with certainty.



<PAGE>



Item 6.           Exhibits and Reports on Form 8-K

(a)       Exhibits

          Exhibit 27 - Financial Data Schedule (EDGAR filing only).

(b)       Reports on Form 8-K

         On November 4, 1997,  the Company filed a Current  Report on  Form 8-K,
Item 2, to report the acquisition of the operating assets of the AKD Division of
Ash-Kourt  Fabrics,  Inc. and the establishment of a manufacturing  operation in
Statesville,  North  Carolina.  The Company also reported the acquisition of the
nursery container product line of Union Products, Inc.



<PAGE>





                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized:






                                                         DISCAS, INC.
                                                          Registrant





Date:  March 16, 1998                             By /s/ Ronald P. Pettirossi
                                                  ------------------------------
                                                         Ronald P. Pettirossi
                                                         Chief Financial Officer



<TABLE> <S> <C>


<ARTICLE>                               5
<MULTIPLIER>                            1
<CURRENCY>                              U.S. DOLLARS
                                                                  
<S>                                     <C>                 <C>    
<PERIOD-TYPE>                           9-MOS               9-MOS
<FISCAL-YEAR-END>                       APR-30-1998         APR-30-1997
<PERIOD-START>                          MAY-01-1997         MAY-01-1996
<PERIOD-END>                            JAN-31-1998         JAN-31-1997
<EXCHANGE-RATE>                         1                   1
<CASH>                                  1,203,155           32,609
<SECURITIES>                            0                   0
<RECEIVABLES>                           911,944             983,954
<ALLOWANCES>                            69,609              14,000
<INVENTORY>                             1,123,779           879,405
<CURRENT-ASSETS>                        3,260,133           1,892,587
<PP&E>                                  3,412,941           2,409,878
<DEPRECIATION>                          1,113,041           687,604
<TOTAL-ASSETS>                          5,850,882           4,871,703
<CURRENT-LIABILITIES>                   2,524,643           1,791,442
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                   0                   0
                             0                   0
<COMMON>                                321                 269
<OTHER-SE>                              2,764,361           1,104,481
<TOTAL-LIABILITY-AND-EQUITY>            5,850,882           4,871,703
<SALES>                                 4,543,904           3,550,394
<TOTAL-REVENUES>                        4,543,904           3,550,394
<CGS>                                   3,926,209           2,735,613
<TOTAL-COSTS>                           5,800,322           3,497,067
<OTHER-EXPENSES>                        0                   0
<LOSS-PROVISION>                        0                   0
<INTEREST-EXPENSE>                      289,309             73,790
<INCOME-PRETAX>                         (1,545,727)         (70,758)
<INCOME-TAX>                            0                   0
<INCOME-CONTINUING>                     (1,545,727)         (70,758)
<DISCONTINUED>                          0                   0
<EXTRAORDINARY>                         (287,463)           0
<CHANGES>                               0                   0
<NET-INCOME>                            (1,833,190)         (70,758)
<EPS-PRIMARY>                           (0.62)              (0.03)
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