DISCAS INC
10QSB, 1999-03-15
PLASTICS PRODUCTS, NEC
Previous: VAN KAMPEN LIMITED MATURITY GOVERNMENT FUND, 24F-2NT, 1999-03-15
Next: STATE STREET RESEARCH TAX EXEMPT TRUST, 24F-2NT, 1999-03-15





                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB

(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, 1999
                               -------------------------------------------------

[  ]     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 registrant 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
 ................................................................................
              (Registrant's telephone number, including area code)

 ................................................................................
              (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 1, 1999 was 3,290,776.

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



<PAGE>




                         PART I - FINANCIAL INFORMATION

                          Item 1. Financial Statements

                                  DISCAS, INC.

                           CONSOLIDATED BALANCE SHEETS

                                                      January 31,     April 30,
                                                         1999           1998
                                                      ----------     ----------
                                                      (unaudited)     (audited)
                        ASSETS
Current assets:
    Cash and equivalents                              $  152,754     $  464,619
    Accounts receivable (net)                            712,593        909,296
    Inventory                                          1,046,759        976,967
    Other current assets                                  64,976         56,868
                                                      ----------     ----------
        Total current assets                           1,977,082      2,407,750
                                                      ----------     ----------

Property and equipment (net)                           2,303,449      2,434,584

Other assets                                             309,767        260,495
                                                      ----------     ----------

                                                      $4,590,298     $5,102,829
                                                      ==========     ==========

        LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable                                  $1,047,016     $  895,978
    Accrued expenses                                      21,001         92,962
    Line of credit                                     1,173,023      1,273,023
    Current portion of capital leases                     38,950         35,885
    Current portion of long-term debt                    378,268        425,335
                                                      ----------     ----------
        Total current liabilities                      2,658,258      2,723,183
                                                      ----------     ----------

Capital leases, excluding current portion                 42,389         83,854

Long-term debt, excluding current portion                105,772        187,888

Related party loans                                      112,312        236,156

Stockholders' equity:
    Common stock, par value $.0001 per share:
        Authorized 20,000,000 shares
        Outstanding 3,260,776 and 3,207,200 shares,
        respectively                                         329            321
    Additional paid in capital                         4,655,116      4,459,305
    Accumulated deficit                               (2,983,878)    (2,587,878)
                                                      ----------     ----------
        Total stockholders' equity                     1,671,567      1,871,748
                                                      ----------     ----------

                                                      $4,590,298     $5,102,829
                                                      ==========     ==========



<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,
                                                               1999             1998              1999             1998
                                                            ---------        ----------       ----------       -----------

<S>                                                         <C>              <C>              <C>              <C>        
Sales                                                       $ 719,866        $1,167,937       $3,288,815       $ 4,543,904

Cost of sales                                                 697,739         1,246,223        2,765,808         3,926,209
                                                            ---------        ----------       ----------       -----------
    Gross profit (loss)                                        22,127           (78,286)         523,007           617,695

Selling, general and administrative expenses                  332,937           811,052          981,329         1,874,113
                                                            ---------        ----------       ----------       -----------
    Income (loss) from operations                            (310,810)         (889,338)        (458,322)       (1,256,418)

Other income (expense):
    Amortization of deferred financing costs                        -                 -                -          (145,000)
    Interest expense                                          (35,506)          (14,868)        (104,528)         (144,309)
    Gain on sale of fixed assets                                                                  43,006     
                                                            ---------        ----------       ----------       -----------
                                                                    -                 -                                  -
        Net other expense                                     (35,506)          (14,868)         (61,522)         (289,309)

Income (loss) before extraordinary items                     (346,316)         (904,206)        (519,844)       (1,545,727)
    Extraordinary items
      - forgiveness of debt income                                  -                 -          123,844                 -
      - loss on extinguishment of debt                                                                            (287,463)
                                                            ---------        ----------       ----------       -----------
                                                                    -                 -                -
        Net income (loss)                                   $(346,316)        $(904,206)       $(396,000)      $(1,833,190)
                                                            ==========        ==========       ==========      ============

Average number of shares outstanding                        3,282,776         3,288,750        3,260,648         2,961,214
                                                            =========         =========        =========         =========

Net income (loss) per share - basic and diluted
    Income (loss) before extraordinary items                 $(.11)            $(.27)           $(.16)            $(.52)
    Extraordinary items
      - forgiveness of debt income                              -                 -               .04                -
      - loss on extinguishment of debt                          -                 -                -               (.10)
                                                             ------            ------           ------            ------ 
        Net income (loss)                                    $(.11)            $(.27)           $(.12)            $(.62)
                                                             ======            ======           ======            ======
</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,
                                                                               1999                     1998
                                                                            -----------              ----------- 

Cash flows from operating activities:
<S>                                                                         <C>                      <C>        
    Cash received from customers                                            $ 3,471,144              $ 4,946,123
    Cash paid to suppliers and employees                                     (3,408,934)              (6,245,685)
    Interest paid                                                              (104,528)                (144,309)
                                                                            -----------              ----------- 
        Net cash provided (used) by operating activities                        (42,318)              (1,443,871)
                                                                            -----------              ----------- 

Cash flows from investing activities:
    Payments on other assets                                                    (57,380)                       -
    Purchases of fixed assets                                                  (112,320)                (729,266)
                                                                            -----------              ----------- 
        Net cash used by investing activities                                  (169,700)                (729,266)
                                                                            -----------              ----------- 

Cash flows from financing activities:
    Net proceeds from offering of stock                                               -                3,178,850
    Principal payments on long-term debt                                       (129,183)                (885,311)
    Principal payments on capital leases                                        (38,399)                 (16,347)
    Proceeds from credit line                                                  (100,000)                 926,000
    Proceeds from issuance of common stock and warrants                         140,000                        -
    Other                                                                        27,735                        -
                                                                            -----------              ----------- 
        Net cash provided by financing activities                               (99,847)               3,203,192
                                                                            -----------              ----------- 

Net increase (decrease) in cash                                                (311,865)               1,030,055

Cash and equivalents at beginning of period                                     464,619                  173,100
                                                                            -----------              ----------- 

Cash and equivalents at end of period                                       $   152,754              $ 1,203,155
                                                                            ===========              ===========

Reconciliation of net loss to cash provided (used) by
  operating activities:
    Net loss                                                                $  (396,000)             $(1,833,190)
                                                                            -----------              ----------- 
    Items which did not (provide) use cash:
        Depreciation and amortization                                           265,098                  321,407
        Extraordinary item - forgiveness of debt income                        (123,844)                       -
        Amortization of deferred financing costs                                      -                  145,000
        Extraordinary item - loss on extinguishment of debt                           -                  287,463

Working capital changes which provided (used) cash:
    Accounts receivable                                                         196,703                  402,219
    Inventory                                                                   (69,792)                (107,260)
    Other assets                                                                (49,272)                 (52,667)
    Prepaid expenses                                                             (8,108)                 (75,265)
    Accounts payable                                                            169,038                 (468,569)
    Accrued expenses                                                            (26,141)                 (63,009)
                                                                            -----------              ----------- 

    Net cash provided (used) by operating activities                        $   (42,318)             $(1,443,871)
                                                                            ============             ============

Noncash investing and financing activities:
    Issuance of common stock in lieu of cash                               $     45,819              $    -
                                                                           ============              ===========
    Issuance of warrants in lieu of cash                                   $     10,000              $    -
                                                                           ============              ===========
    Exchange of convertible debt for stock                                 $     -                   $ 1,000,000
                                                                           ============              ===========
    Other                                                                  $     -                   $    34,593
                                                                           ============              ===========
</TABLE>


<PAGE>


                         PART I - FINANCIAL INFORMATION

                                  DISCAS, INC.

                                January 31, 1999



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. All adjustments are
of a normal and recurring nature.

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

2.       Inventories

Inventories  are  stated at the lower of cost or  market  as  determined  by the
average cost method.

Inventories consist of the following:

                                          January 31, 1999        April 30, 1998
                                          ----------------        --------------

Finished goods                               $  497,302              $306,707
Raw materials and supplies                      549,457               670,260
                                             ----------              --------
                                             $1,046,759              $976,967
                                             ==========              ========

3.       Property and equipment

Property and equipment are stated at cost and are depreciated  over their useful
lives of 7-10 years.  Depreciation is computed by using the straight-line method
for financial  reporting purposes and straight-line and accelerated  methods for
income tax purposes. Maintenance and repairs are charged to expense as incurred.
Expenditures  for major renewals and betterments that extend the useful lives of
the assets are  capitalized.  The cost and related  accumulated  depreciation of
property and equipment  retired or disposed of are removed from the accounts and
the resulting gains or losses are reflected in income.



<PAGE>


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

Property and equipment consist of the following:

                                            January 31, 1999      April 30, 1998
                                            ----------------      --------------

Machinery and equipment                        $3,381,378           $3,310,406
Leasehold improvements                             99,191               86,091
Office equipment                                  154,672              144,424
Vehicles                                           64,556               64,556
Furniture and fixtures                             29,868               29,868
                                               ----------           ----------

  Total property and equipment                  3,729,665            3,635,345
  Less:  accumulated depreciation              (1,426,216)          (1,200,761)
                                               -----------          -----------
Net property and equipment                     $2,303,449           $2,434,584
                                               ==========           ==========

4.       Other assets

Other assets consist of the following:

                                            January 31, 1999      April 30, 1998
                                            ----------------      --------------

Goodwill, net                                   $189,932             $201,137
Security deposits                                 71,545               59,358
Other                                             48,290                    -
                                                --------             --------
                                                $309,767             $260,495
                                                ========             ========

5.       Economic dependency

In the nine month period ended January 31, 1999,  three customers  accounted for
approximately  23% of sales (10%,  7% and 6%,  respectively);  in the nine month
period ended January 31, 1998, two customers  accounted for approximately 27% of
sales (15% and 12%, respectively).

6.       Stockholders' equity

During the nine months ended January 31, 1999, warrants to acquire 70,000 shares
of the Company's  common stock were  exercised and 13,576 shares of common stock
were issued to satisfy obligations of the Company.



<PAGE>


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

7.       Extraordinary item

During the nine months ended January 31, 1999, an extraordinary gain of $123,844
resulted from forgiveness of debt to the President of the Company.  The debt was
originally  incurred by the  President  of the Company  voluntarily  deferring a
portion of his salary.  In the nine month  period ended  January 31,  1998,  the
extinguishment of debt resulted in an extraordinary loss of $287,463.

General

The Company produces  proprietary  plastic and rubber compounds and a broad line
of injection  molded  horticultural  containers  using a variety of recycled and
prime  (virgin)  materials.  The Company  has  extensive  experience  in polymer
technology,   and  has  commercialized  proprietary  formulations  used  in  the
manufacturing of plastics in the horticulture,  packaging, footwear, aeronautic,
military, automotive and consumer products sectors.

Statements  included  in this report  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.

As explained in the October 31, 1998 Form 10-QSB,  Discas has been implementing,
over the past several months, a revised business plan to consolidate  operations
and  significantly  reduce  fixed  overhead  with a view towards  returning  the
Company to profitability as soon as possible.  This plan de-emphasizes recycling
of  commodity  plastics as a core  business  until the price of prime  plastics,
against which our recycled materials  compete,  returns to normal market levels.
It is estimated that the current prices will continue for another year.

The  Company's  new business  plan  emphasizes  expansion of Discas'  profitable
molded products and specialty compounds  businesses through a series of mergers,
acquisitions and new product introductions.



<PAGE>


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

On February 10, 1999,  Discas announced that it had signed a non-binding  letter
of intent to merge Beres Industries into Discas. Beres Industries is a Lakewood,
NJ injection molding and mold design company. The intent is to move our Christie
molded  products  business out of its  Kenilworth,  NJ leased  facility into the
Beres owned facility,  saving  approximately  $200,000 in annual fixed costs for
rent, taxes and building related costs.  Concurrent with the Beres negotiations,
Discas is pursuing additional  strategic opportunities which will provide Discas
with a strong platform to grow its molded products business.

Consummation of the Beres merger will be subject to  satisfactory  completion of
due  diligence,  execution of an Agreement of Merger,  shareholder  approval and
other matters.  The proforma for the combined  companies would have Discas sales
increased  by at least  40%,  fixed  overhead  as a  percent  of sales  would be
lowered,  molded products  productivity  would be improved,  and Discas would be
poised to restructure  its debt financing.  The three business  divisions of the
combined  companies  would  consist of molded  products,  polymer  materials and
technical services (including Beres industry-recognized toolmaking).

Discas  is  also  in  continued  merger   discussions  with  Newgrange  LLC,  an
international  manufacturer  of  specialty  thermoplastic  materials  and molded
components  primarily for the footwear  industry.  The companies have proposed a
non-binding  agreement to merge,  and management  from Newgrange and Discas have
been involved in strategic meetings in recent weeks. Newgrange,  with operations
in North  America,  Europe and Asia,  currently has sales of  approximately  $70
million.  The  potential  success  of  accomplishing  either  of these  business
combinations is not determinable at this time.

During the first nine months,  the Company improved its operating  effectiveness
and reduced SG&A expenses (in total dollars and as a percent of sales) to better
match the lower sales levels caused by seasonal factors,  the pending relocation
of our molded  products  business,  and the decision to reduce sales to marginal
accounts, particularly in the commodity compounds sector.

Although  relocating  Christie  Products will clearly  benefit the Company,  the
delay in doing so has been  disruptive  and has negatively  impacted  Christie's
third  quarter  results.  Sales  have  slowed  and  productivity  has  suffered.
Retention of experienced  labor has been difficult;  causing Christie to use its
higher cost supervisory  labor for extended periods of time.  Machines have been
disconnected  anticipating an earlier move, then  reconnected.  These are normal
transition problems and Discas management is on-site to minimize the disruption,
but gross profit has temporarily suffered.



<PAGE>


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

The  Company's  recent  investment  in fifteen  molds for  competitively  priced
thin-wall pots and various traffic safety items and the  enthusiastic  reception
of our strategic  joint venture,  Better  Christie  Containers LLC, at the major
January trade shows makes us optimistic  about  improved  fourth  quarter sales.
However,  the  closing  of the  Kenilworth,  NJ  plant  by  April  30,  1999 may
negatively  impact sales  because of downtime  expected  with the  relocation of
equipment.

Refinancing  activities to replace the Company's  current senior lender have not
been  completed,  and the Company  continues to be in default on its forbearance
agreement.  Talks  continue  with our  senior  lender  as well as other  lenders
interested in refinancing the Company.  A recent asset appraisal  indicates that
the nature of the  Company  assets can likely  justify  restructuring  long term
asset financing to reduce short term loans. In addition,  the  consolidation  of
our molded product  business will give the Company surplus  equipment which will
be sold to further reduce debt, beginning in the fourth quarter.

Discas  management is dedicated to completing the complex task of  restructuring
the  Company  for the  benefit  of its  stockholders.  Discas,  along with small
manufacturers in the United States in many industries, is fighting against cheap
imports,  low oil prices and cut-throat  competition.  Our best resources to win
this battle are a low cost  manufacturing  structure,  superior plastic material
and processing technology,  and diversified profit centers in proprietary molded
products,  specialty polymer materials,  tool building and custom  manufacturing
services.

The Consolidated  Financial  Statements of the Company as of and for the quarter
ended  January 31, 1999 filed as part of this Form 10-QSB have been  prepared in
accordance with generally accepted accounting principles applicable to a company
on a "going concern" basis,  which except as otherwise  noted,  contemplates the
realization of assets and the  liquidation of liabilities in the ordinary course
of  business;  however,  as a result of  operating  losses and current  economic
conditions,  such  realization  of assets and  liquidation  of  liabilities  are
subject to  significant  uncertainties.  The Company's  ability to continue as a
going concern is dependent on its ability to achieve  profitable  operations and
to  restructure  its bank  debt.  The  Company  is  currently  in default on its
existing  bank debt and is in the  process of finding  another  lending  source.
However, no assurance can be given that another lending source will be found.

The  Company  expects  to  have a Year  2000  compliant  computer  system  fully
operational  by  mid-1999.  The Company  does not expect this  project to have a
significant effect on operations and further  expenditures are anticipated to be
immaterial (approximately $72,000 spent in fiscal 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, 1999 and 1998

Sales decreased by $448,071,  or approximately  38.4%, to $719,866 for the three
month period ended  January 31, 1999,  as compared to  $1,167,937  for the three
month period ended January 31, 1998. The reduction in sales is  attributable  to
the Company's decision to reduce its commodity  compounding  business as well as
the  pending  relocation  of its molded  products  business.  Also sales for the
period  ended  January  31,  1998  included   revenues  from  the   discontinued
Statesville, NC polypropylene recycling operation.

Cost of goods sold decreased by $548,484,  or  approximately  44.0%, to $697,739
for the three month period ended January 31, 1999,  compared to  $1,246,223  for
the three month  period ended  January 31,  1998.  The decrease in cost of goods
sold  was  attributable  to  lower  raw  material  costs,   improved  processing
efficiencies and the reduced sales volume. Cost of goods sold as a percentage of
sales was 96.9% for the three month period ended January 31, 1999 as compared to
106.7% in 1998. The decrease in cost of sales as a percent of sales is primarily
the result of lower material costs,  partially  offset by the negative impact of
the pending Christie Products relocation  discussed above. Also a $100,000 (8.6%
of sales)  material  inventory  write-down  to market  and the  Statesville,  NC
facility startup costs were included in the three month period ended January 31,
1998 (none in fiscal 1999).

Gross  profit  increased by $100,413 to $22,127 for the three month period ended
January 31,  1999,  as compared to a loss of $78,286 for the three month  period
ended  January 31, 1998.  The increase in gross profit is  attributable  to cost
reductions that more than offset the sales decline.

Selling,   general  and   administrative   costs   decreased  by  $478,115,   or
approximately  59.0%,  to $332,937 for the three month period ended  January 31,
1999 as compared to $811,052 for the three month period ended  January 31, 1998.
The  decrease  is  attributable  to  the  Company's   consolidation   moves  and
restructuring discussed in the October 31, 1998 Form 10-QSB. In addition,  costs
associated  with the initial public  offering and the Christie  acquisition  and
provisions  for  uncollectible  accounts were included in the three month period
ended January 31, 1998 (none in fiscal 1999).

Operating  loss  decreased by $578,528 to $310,810  for the current  three month
period  ended  January 31, 1999 as compared to a loss of $889,338  for the three
month period ended January 31, 1998.



<PAGE>


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

Net loss  decreased  by $557,890 to $346,316  for the three month  period  ended
January 31, 1999 as  compared to a loss of $904,206  for the three month  period
ended  January  31,  1998.  The  reduced  loss  was  primarily  attributable  to
reductions in  production,  administrative  and  financing  costs that more than
offset sales decreases.

Nine Month Periods Ended January 31, 1999 and 1998

Sales  decreased by $1,255,089,  or  approximately  27.6%, to $3,288,815 for the
nine month period ended January 31, 1999, as compared to $4,543,904 for the nine
month period ended January 31, 1998.

Cost  of  goods  sold  decreased  by  $1,160,401,  or  approximately  29.6%,  to
$2,765,808  for the nine month  period  ended  January  31,  1999,  compared  to
$3,926,209  for the nine month  period ended  January 31, 1998.  The decrease in
cost of goods sold was  attributable  to the factors  discussed  above.  Cost of
goods sold as a  percentage  of sales was 84.1% for the nine month  period ended
January 31, 1999, as compared to 86.4% (84.2% excluding write-down) for the nine
month period ended January 31, 1998.

Gross profit decreased by $94,688,  or approximately  15.3%, to $523,007 for the
nine month period ended  January 31, 1999,  as compared to $617,695 for the nine
month period ended January 31, 1998.  The decrease was the result of lower sales
volume.

Selling,   general  and   administrative   costs   decreased  by  $892,784,   or
approximately  47.6%,  to $981,329 for the nine month  period ended  January 31,
1999 as compared to $1,874,113 for the nine month period ended January 31, 1998.
The decrease is attributable to the factors mentioned above.

Operating  loss decreased by $798,096 to a loss of $458,322 for the current nine
month period ended January 31, 1999 as compared to a loss of $1,256,418  for the
nine month period ended January 31, 1998.

Deferred  financing  charges of $145,000 were amortized in the nine month period
ended January 31, 1998 (none in fiscal 1999) and this noncash charge is included
in other income (expense). In addition, the related debt was extinguished in the
nine month period ended January 31, 1998 and the remaining  unamortized deferred
financing charges ($287,463) were expensed.



<PAGE>


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

Net loss  decreased  by  $1,437,190  to $396,000 for the nine month period ended
January  31,  1999 as compared to  $1,833,190  for the nine month  period  ended
January 31, 1998.  The decrease was  primarily  attributable  to  reductions  in
production,  administrative  and  financing  costs that more than  offset  sales
decreases.  Also  gains  on  the  sale  of  fixed  assets  ($43,006)  and on the
President's  forgiveness of deferred compensation ($123,844) occurred during the
nine month period ending January 31, 1999 versus the charges mentioned above for
the nine month period ended January 31, 1998.

         Liquidity and Capital Resources

Financial Condition

The Company's  operations  for the year ended April 30, 1998  produced  severely
depressed results because of a persistent negative supply/demand relationship in
the polypropylene industry which  was caused,  in  part,  by over capacity,  the
economic  conditions  in Asia and  reduced  prices for crude oil. As a result of
these conditions, the operations of the Company resulted in the Company being in
violation  of  certain  financial  covenants  under  its debt  agreement  with a
commercial  bank  and  the  Company's  working  capital  position  eroded  to  a
significant  degree.  The Company's  primary  lender  entered into a forbearance
agreement  with the Company  which  requires  the Company to replace that senior
lender.  This has not been completed and the Company  continues to be in default
on its forbearance  agreement.  Talks continue with our senior lender as well as
with other lenders  interested in refinancing the Company.  The Company believes
that consummation of the business  combination(s)  discussed above will position
it to restructure its debt  financing.  However,  if a satisfactory  refinancing
arrangement is not reached,  this situation raises  substantial  doubt about the
Company's  ability to continue as a going concern.  The  consolidated  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

Cash and cash  equivalents  at  January  31,  1999  amount to  $152,754.  If the
business  combination(s)  are consummated and a new lender is found,  management
believes  the  Company  can  continue  as  a  going   concern   because  it  has
significantly restructured its operations and made significant reductions in its
work force.  As noted above,  the results of  operations  for the quarter  ended
January 31, 1999 are  significantly  improved over the quarter ended January 31,
1998. The Company believes it is positioned to show continuing improvements from
its  operations  although  it  cannot  predict  with  certainty  when,  if ever,
sustained profitable operations will be achieved.



<PAGE>


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

On  February  9, 1999,  Discas  securities  were moved from the NASDAQ  SmallCap
Market to the OTC  Bulletin  Board.  We believe  that upon  consummation  of the
business combination(s) discussed above, the Company would meet NASDAQ's listing
criteria.  Consequently,  on February 24, 1999, the Company  submitted a request
for review of the Qualifications Hearing Panel decision. The Company is awaiting
the Review Panel's response.  If the Company's securities are not reinstated for
NASDAQ  listing,  it could  adversely  impact  the  Company's  ability  to raise
additional equity capital.



<PAGE>


                           PART II - OTHER INFORMATION

                                  DISCAS, INC.

                                January 31, 1999

Item 6.           Exhibits and Reports on Form 8-K

          (a)     Exhibits

                  Item Number

                       27          Financial Data Schedule (EDGAR filing only).

          (b)     Reports on Form 8-K

                  None.



<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 15, 1999                    By /s/ Patrick A. DePaolo, Sr.
                                            ------------------------------------
                                            Patrick A. DePaolo, Sr.
                                            Chairman, President and CEO



                                         By /s/ Ray G. Paulin
                                            ------------------------------------
                                            Ray G. Paulin
                                            Controller, Chief Accounting Officer


<TABLE> <S> <C>


<ARTICLE>                                      5
<MULTIPLIER>                                   1
<CURRENCY>                                     U.S. DOLLARS
       
<S>                                            <C>
<PERIOD-TYPE>                                  9-MOS
<FISCAL-YEAR-END>                              APR-30-1999
<PERIOD-START>                                 MAY-01-1998
<PERIOD-END>                                   JAN-31-1999
<EXCHANGE-RATE>                                1
<CASH>                                         152,754
<SECURITIES>                                   0
<RECEIVABLES>                                  745,565
<ALLOWANCES>                                   32,972
<INVENTORY>                                    1,046,759
<CURRENT-ASSETS>                               1,977,082
<PP&E>                                         3,729,665
<DEPRECIATION>                                 1,426,216
<TOTAL-ASSETS>                                 4,590,298
<CURRENT-LIABILITIES>                          2,658,258
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       329
<OTHER-SE>                                     1,671,238
<TOTAL-LIABILITY-AND-EQUITY>                   4,590,298
<SALES>                                        3,288,815
<TOTAL-REVENUES>                               3,288,815
<CGS>                                          2,765,808
<TOTAL-COSTS>                                  3,747,137
<OTHER-EXPENSES>                               (43,006)
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             104,528
<INCOME-PRETAX>                                (519,844)
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            (519,844)
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                123,844
<CHANGES>                                      0
<NET-INCOME>                                   (396,000)
<EPS-PRIMARY>                                  (0.12)
<EPS-DILUTED>                                  (0.12)
        


</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission