AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 1997

REGISTRATION NO. 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
DISCAS, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 3087 06-1175400
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employee
incorporation or organization) Classification Code Number) Identification Number)

567-1 SOUTH LEONARD STREET
WATERBURY, CT 06708
(203) 753-5147
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)

MR. PATRICK A. DEPAOLO
DISCAS, INC.
567-1 SOUTH LEONARD STREET
WATERBURY, CT 06708
(203) 753-5147
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
COPIES TO:
-----------------

JOSEPH A. SMITH, ESQ. ALEXANDER BIENENSTOCK, ESQ.
Epstein Becker & Green, P.C. Gusrae, Kaplan & Bruno
250 Park Avenue 120 Wall Street
New York, New York 10177 New York, New York 10005
(212) 351-4924 (212) 269-1400

-----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, please check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
-----------------
CALCULATION OF REGISTRATION FEE

- -----------------------------------------------------------------------------

PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO OFFERING PRICE AGGREGATE
TITLE OF EACH CLASS OF BE PER SHARE OR OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) WARRANT(1) PRICE(1) REGISTRATION FEE
- ------------------------------------------------------- -------------- --------------------- ---------------- ----------------

Common Stock, $.0001 par value(2)....................... 920,000 $5.00 $4,600,000 $1,393.94
- ------------------------------------------------------- -------------- --------------------- ---------------- ----------------
Warrants to purchase one share of Common Stock (3)(4) . 920,000 $ .10 $ 92,000 $ 27.87
- ------------------------------------------------------- -------------- --------------------- ---------------- ----------------
Common Stock, $.0001 par value (5)...................... 920,000 $5.00 $4,600,000 $1,393.94
- ------------------------------------------------------- -------------- --------------------- ---------------- ----------------
Selling Securityholder Warrants to purchase Common
Stock, $.0001 par value (6)............................ 800,000 $ .10 $ 80,000 $ 24.24
- ------------------------------------------------------- -------------- --------------------- ---------------- ----------------
Common Stock, $.0001 par value, issuable upon exercise
of the Selling Securityholder Warrants(6).............. 800,000 $5.00 $4,000,000 $1,212.12
- ------------------------------------------------------- -------------- --------------------- ---------------- ----------------
Representative's Warrants to purchase one share of
Common Stock, $.0001 par value, and one Warrant to
purchase one share of Common Stock .................... 80,000 $ 10 (9)
- ------------------------------------------------------- -------------- --------------------- ---------------- ----------------
Common Stock, $.0001 par value, issuable upon exercise
of Representative's Warrants .......................... 80,000 $6.75 $ 540,000 $ 163.64
- ------------------------------------------------------- -------------- --------------------- ---------------- ----------------
Warrants to purchase one share of Common Stock (7) ..... 80,000 $ .14 11,200 $ 33.94
- ------------------------------------------------------- -------------- --------------------- ---------------- ----------------
Common Stock, $.0001 par value (8)...................... 80,000 $5.00 $ 400,000 $ 121.21
- ------------------------------------------------------- -------------- --------------------- ---------------- ----------------
Total .............................................. $4,370.90
- ------------------------------------------------------- -------------- --------------------- ---------------- ----------------

- -----------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(b).
(2) Includes 120,000 shares of Common Stock which the Underwriters have the
option to purchase to cover over-allotments.
(3) Includes 120,000 Warrants to purchase one share of Common Stock which
the Underwriters have the option to purchase to cover over-allotments.
(4) Together with such indeterminate number of additional securities as may
be issued pursuant to the anti-dilution provisions of the Warrants
pursuant to Rule 416(a).
(5) Issuable upon exercise of the Warrants.
(6) Together with such indeterminate number of additional securities as may
be issued pursuant to the anti-dilution provisions of the Selling
Securityholder Warrants pursuant to Rule 416(a).
(7) Together with such indeterminate number of additional securities as may
be issued pursuant to the anti-dilution provisions of the
Representative's Warrants pursuant to rule 416(a).
(8) Issuable upon exercise of the Warrants issuable upon exercise of the
Representative's Warrants.
(9) No registration fee required pursuant to Rule 457(g).

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

ITEM NUMBER
IN FORM SB-2 ITEM CAPTION IN FORM SB-2 CAPTION IN PROSPECTUS
- ---------------- --------------------------------------------------------- ---------------------------------------------

1.00 Front of the Registration Statement and Outside Front
Cover Page of Prospectus..................................Front Cover Page
2. Inside Front and Outside Back Cover Pages of Prospectus .Inside Front Cover Page; Back Cover Page
3. Summary Information and Risk Factors......................Prospectus Summary; Risk Factors
4. Use of Proceeds...........................................Use of Proceeds
5. Determination of Offering Price ..........................Front Cover Page; Risk Factors;
Underwriting
6. Dilution .................................................Dilution
7. Selling Security Holders .................................Concurrent Offering
8. Plan of Distribution .....................................Front Cover Page; Underwriting
9. Legal Proceedings ........................................Business
10. Directors, Executive Officers, Promoters, and
Control Persons ..........................................Management; Certain Transactions
11. Security Ownership of Certain Beneficial Owners
and Management ...........................................Principal Stockholders
12. Description of Securities ................................Description of Securities
13. Interests of Named Experts and Counsel....................Experts, Legal Matters
14. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities ..........Inapplicable
15. Organization Within Last Five Years ......................Inapplicable
16. Description of Business ..................................Front Cover Page; Prospectus Summary; Use of
Proceeds; Capitalization; Management's
Discussion and Analysis of Financial Condition
and Results of Operations; Business; Management;
Principal
Stockholders; Description of Securities;
Financial Statements
17. Management's Discussion and Analysis or Plan
of Operation .............................................Management's Discussion and Analysis of Financial
Condition and Results of Operations
18. Description of Property...................................Business
19. Certain Relationships and Related Transactions ...........Certain Transactions
20. Market for Common Equity and Related Stockholder Matters .Risk Factors; Description of Securities; Shares
Eligible for Future Sale; Dividend Policy
21. Executive Compensation ...................................Management
22. Financial Statements......................................Financial Statements
23. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure ......................Inapplicable

EXPLANATORY NOTE

This Registration Statement contains two forms of prospectus: one to be
used in connection with an offering of 800,000 shares of Common Stock and
800,000 Redeemable Common Stock Purchase Warrants (the "Offering
Prospectus"), and one to be used in connection with the sale of 800,000
Selling Securityholder Warrants by certain securityholders of the Company
(the "Selling Securityholders' Prospectus"). The Offering Prospectus and the
Selling Securityholders' Prospectus will be identical in all respects except
for the alternate pages for the Selling Securityholders' Prospectus and
conforming grammatical changes. The Selling Securityholders' Prospectus will
be filed by pre-effective amendment to this Registration Statement.

This Preliminary Prospectus and the information contained herein are
subject to completion or amendment without notice. These securities may not
be sold nor may offers to buy them be accepted, prior to the time the
Prospectus is delivered in final form. Under no circumstances shall this
Preliminary Prospectus constitute an offer to sell or a solicitation of an
offer to buy, nor shall there be any sale of, these securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration, qualification or filing under the securities laws of
any such jurisdiction.

SUBJECT TO COMPLETION, DATED MAY 6, 1997

DISCAS, INC.

800,000 SHARES OF COMMON STOCK AND
800,000 REDEEMABLE COMMON STOCK PURCHASE WARRANTS

---------------------

Discas, Inc., a Delaware corporation (the "Company"), hereby offers
800,000 shares of common stock (the "Common Stock"), par value $.0001 per
share (the "Shares"), and 800,000 Redeemable Common Stock Purchase Warrants
("Warrants"). The Shares and Warrants are being offered and sold separately
and will be separately transferable immediately upon issuance. Each Warrant
entitles the registered holder thereof to purchase, at any time over a
four-year period commencing 13 months from the date of this Prospectus, one
share of Common Stock at a price of $5.00 (the "Warrant Exercise Price"). The
Warrant Exercise Price is subject to anti-dilution adjustments under certain
circumstances. The Warrants are subject to redemption by the Company at $.10
per Warrant on 30 days' written notice commencing 13 months after the date of
this Prospectus, provided that the average closing bid price of the Common
Stock for 20 consecutive trading days, ending not more than fifteen days
prior to the date on which the Company gives notice, exceeds 150% ($7.50 per
share) of the current Warrant Exercise Price.

Prior to this offering, there has been no public market for the Common
Stock or the Warrants, and there can be no assurance that such a market will
develop after the completion of this offering, or if developed, that it will
be sustained. For information regarding the factors considered in determining
the initial public offering price of the Common Stock, see "Risk Factors" and
"Underwriting." The initial public offering price is estimated to be $5.00
per share of Common Stock and $.10 per Warrant. The Company anticipates that
the Common Stock and the Warrants will be quoted on The NASDAQ SmallCap
Market under the symbols "DSCS" and "DSCSW," respectively and on the Boston
Stock Exchange under the symbols " " and " ," respectively.

---------------------

THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND IMMEDIATE SUBSTANTIAL
DILUTION AND SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF
THEIR ENTIRE INVESTMENT. SEE "RISK FACTORS" (PAGE 6) AND "DILUTION" (PAGE 16)
FOR CERTAIN INFORMATION THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

---------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

UNDERWRITING
PRICE TO DISCOUNT AND PROCEEDS TO
PUBLIC COMMISSIONS(1) COMPANY(2)(3)
------------ -------------- -------------

Common Stock .. $ 5.00 $ 0.50 $ 4.50
Warrant ....... $ .10 $ .01 $ .09
Total(3) ...... $4,080,000 $408,080 $3,671,920

- ------------
(1) In addition, the Company has agreed to pay Roan Capital Partners L.P.,
as representative of the several underwriters (the "Representative") a
non-accountable expense allowance equal to 3% of the gross proceeds of
this offering, and 80,000 Representative's Warrants to purchase 80,000
shares of Common Stock and 80,000 Warrants, exercisable for a price of
$6.75 per share of Common Stock and $.14 per Warrant. The Company has
agreed to indemnify the Underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended. For
indemnification arrangements with the Representative and additional
compensation payable to the Representative, see "Underwriting."

(2) Before deducting estimated offering expenses of $558,000, including the
Representative's 3% non-accountable expense allowance of $122,400 and
Representative's consulting fee of $85,300, payable by the Company.

(3) The Company has granted the Representative an option, exercisable
within 45 days after the date of this Prospectus, to purchase up to an
aggregate of 120,000 additional shares of Common Stock and 120,000
additional Warrants upon the same terms and conditions set forth above,
solely to cover over-allotments, if any (the "Over-allotment Option").
If such Over-allotment Option is exercised in full, the total Price to
Public, Underwriting Discount and Proceeds to the Company will be
$4,692,000, $469,200 and $4,222,800, respectively.

The shares of Common Stock and the Warrants are being offered by the
several Underwriters, subject to prior sale, when, as and if accepted by
them, and subject to certain conditions. It is expected that certificates for
the shares of Common Stock and the Warrants offered hereby will be available
for delivery on or about , 1997 at the offices of Roan Capital
Partners L.P., 40 East 52nd Street, Tenth Floor, New York, New York 10022.

---------------------

ROAN CAPITAL PARTNERS L.P.

The date of this Prospectus is , 1997

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE SHARES OF
COMMON STOCK OR THE WARRANTS OFFERED HEREBY, INCLUDING PURCHASES OF THE
SHARES OF COMMON STOCK OR THE WARRANTS TO STABILIZE THEIR MARKET PRICES OR
PURCHASES OF THE COMMON STOCK OR THE WARRANTS TO COVER SOME OR ALL OF A SHORT
POSITION IN THE COMMON STOCK OR WARRANTS MAINTAINED BY THE UNDERWRITERS. FOR
A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."

The registration statement of which this Prospectus is a part also covers
the offering for resale by certain securityholders (the "Selling
Securityholders") of 800,000 bridge warrants (the "Selling Securityholder
Warrants"), which are identical to the Warrants being offered by the Company
herein, and the Common Stock issuable upon the exercise of the Selling
Securityholder Warrants. See "Concurrent Offering." The Selling
Securityholder Warrants and the Common Stock underlying such Selling
Securityholder Warrants are sometimes collectively referred to as the
"Selling Securityholder Securities." The Selling Securityholder Warrants are
issuable to the Selling Securityholders upon the closing of this offering
upon the automatic conversion of warrants (the "Bridge Warrants") acquired by
them in the Company's private placement in April 1997 (the "Bridge
Financing"). See "Use of Proceeds." Sales of the Selling Securityholder
Warrants or the underlying Common Stock, or the potential of such sales, may
have an adverse effect on the market price of the securities offered hereby.

PROSPECTUS SUMMARY

The following is a summary of certain information contained in this
Prospectus and is qualified in its entirety by the more detailed information
and financial statements (including the notes thereto) appearing elsewhere in
this Prospectus. Except as otherwise noted, all information in this
Prospectus reflects a 1.35-for-1 split of the Common Stock of the Company
effected on December 31, 1996, and assumes no exercise of the Underwriters'
Over-Allotment Option to purchase an additional 120,000 shares of Common
Stock and 120,000 Warrants from the Company. Investors should consider
carefully the information set forth in this Prospectus under the heading
"Risk Factors."

THE COMPANY

Discas, Inc. ("Discas" or the "Company"), based in Waterbury, Connecticut,
produces proprietary plastic and rubber compounds using a variety of recycled
and prime, or 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. In November 1996, the Company
acquired a manufacturer of plastic containers in New Jersey as part of its
strategy to vertically integrate its operations from raw material supply
through end product manufacturing. See "Business -- Expansion Strategy."

Historically, the Company's core business focused on the development and
marketing of niche synthetic rubber compounds such as thermoplastic
elastomers ("TPE"). In addition, Discas provides contract testing and
research services for industrial accounts, which has resulted in the
development of new materials and market applications. In recent years, Discas
has extended this technology to industrial-source scrap polymer feedstock to
produce marketable value-added plastic compounds, and management is now
focused on increasing growth in plastics through market penetration and
acquisitions. See "Business -- Expansion Strategy."

Discas is currently using industrial scrap material to manufacture high
quality recycled polypropylene-based compounds that are used by manufacturers
in place of more expensive virgin plastics. The Company secures its feedstock
from industrial waste streams as well as limited amounts of feedstock from
post-consumer waste streams and works closely with several regional firms
that collect and process industrial scrap material for reuse. Discas has the
technological capability to modify this feedstock into higher-value material
and management believes that it can lead an industry consolidation by
continuing to build on established supplier and customer relationships.

The Company was organized under the laws of Delaware on December 11, 1985.
Its principal business address is 567-1 South Leonard Street, Waterbury,
Connecticut 06708 and its telephone number is (203) 753-5147.

THE OFFERING

Securities being Offered ...... 800,000 shares of Common Stock, par value
$.0001 per share, and 800,000 redeemable
common stock purchase warrants ("Warrants").
Each Warrant entitles the holder thereof to
purchase one share of Common Stock of the
Company at a Warrant Exercise Price of $5.00
per share at any time over a four year
period commencing 13 months from the date of
this Prospectus. The Warrants may be
redeemed by the Company commencing 13 months
from the date of this Prospectus at a price
of $.10 per Warrant on 30 days' written
notice, provided the average closing bid
price of the Common Stock for 20 consecutive
trading days, ending not more than 15 days
prior to the date on which the Company gives
notice, exceeds 150%

($7.50 per share) of the current Warrant
Exercise Price. The Shares and the Warrants
are being offered and sold separately and
will be separately transferable immediately
upon issuance. See "Description of
Securities."

Securities Offered Concurrently
By Selling Securityholders ... 800,000 Selling Securityholder Warrants and
800,000 shares of Common Stock issuable upon
the exercise of the Selling Securityholder
Warrants. See "Concurrent Offering."

Common Stock outstanding before
the offering ................. 2,254,500 shares of Common Stock(1)

Common Stock to be outstanding
after offering ............... 3,214,500 shares of Common Stock(2)

Use of Proceeds ............... The Company intends to utilize the net
proceeds from this offering, estimated at
approximately $3,114,000, for capital
expenditures, working capital, repayment of
$370,000 in Bridge Financing debt, future
acquisitions and general corporate purposes
including sales and marketing. See "Use of
Proceeds."

Risk Factors .................. The securities offered hereby involve a high
degree of risk and immediate substantial
dilution. See "Risk Factors" and "Dilution."

Proposed NASDAQ SmallCap
Market Symbols ............... Common Stock "DSCS"
Warrants "DSCSW"

Proposed Boston Stock
Exchange Market Symbols ...... Common Stock " "
Warrants " "
- ------------
(1) Does not include (i) shares issuable upon exercise of outstanding
warrants held by Mr. Patrick A. DePaolo and Mantis V, L.L.C. to
purchase 50,000 and 85,000 shares of Common Stock, respectively, at a
price per share equal to $2.25, (ii) shares issuable upon exercise of
outstanding Selling Securityholder Warrants to purchase an aggregate of
800,000 shares of Common Stock at a price per share equal to $5.00 or
(iii) 160,000 shares of Common Stock into which a $1,000,000 note
payable to Christie Enterprises, Inc. is automatically convertible upon
the closing of this offering.

(2) Does not include (i) shares issuable upon exercise of outstanding
warrants held by Mr. Patrick A. DePaolo and Mantis V, L.L.C. to
purchase 50,000 and 85,000 shares of Common Stock, respectively, at a
price per share equal to $2.25, (ii) shares issuable upon exercise of
outstanding Selling Securityholder Warrants to purchase an aggregate of
800,000 shares of Common Stock at a price per share equal to $5.00 or
(iii) up to an additional 240,000 shares issuable upon exercise of the
Underwriters' Over-allotment Option and underlying Warrants. Also does
not include up to 160,000 shares of Common Stock issuable upon exercise
of the Representative's Warrants and underlying Warrants. Includes
160,000 shares of Common Stock into which a $1,000,000 note payable to
Christie Enterprises, Inc. is automatically convertible upon the
closing of this offering. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations", "Underwriting" and
"Description of Securities -- Representative's Warrants."

SUMMARY FINANCIAL DATA

The following summary financial data should be read in conjunction with
the consolidated financial statements of the Company and of Christie
Enterprises, Inc. and related notes thereto appearing elsewhere in this
Prospectus. The Company purchased substantially all of the assets of Christie
Enterprises, Inc. in November 1996. The audited financial statements of
Christie Enterprises, Inc. are included in "Financial Statements" elsewhere
in this Prospectus. The unaudited Consolidated Statement of Operations Data
for the Company for the nine months ended January 31, 1997 reflects the
operations of the Company including the former Christie Enterprises, Inc.
lines of business from the date of acquisition, and the unaudited
Consolidated Balance Sheet Data at January 31, 1997 includes the purchased
assets. All other periods shown reflect only the operations of the Company.
See the pro forma financial statements of the Company and of Christie
Enterprises, Inc. included in "Financial Statements."

YEAR ENDED NINE MONTHS ENDED
APRIL 30, JANUARY 31,
--------------------------- --------------------------
1995 1996 1996 1997
------------ -------------- ------------ -------------
(UNAUDITED)

CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Sales ........................................ $3,749,564 $3,858,205 $3,283,040 $3,550,394
Cost of Sales ................................ 2,928,067 3,012,125 2,543,122 2,744,642
------------ -------------- ------------ -------------
Gross Profit ................................. 821,497 846,080 739,918 805,752
Selling general and administrative expenses .. 642,401 698,946 612,128 739,162
------------ -------------- ------------ -------------
Income from Operations ....................... 179,096 147,134 127,790 66,590
Net other income (expense) ................... (40,912) (49,363) (41,480) (58,511)
Minority interest ............................ 23,155 23,841 2,207 36,705
------------ -------------- ------------ -------------
Earnings before income taxes ................. 161,339 121,612 88,517 44,784
Income tax expense ........................... 44,155 -- 21,600 --
------------ -------------- ------------ -------------
Net income ................................... $ 117,184 $ 121,612 $ 66,917 $ 44,784
============ ============== ============ =============
Pro forma net income per share(1) ............ $.054 $.020
-------------- -------------
Pro forma average number of common and common
equivalent shares outstanding ............... 2,254,500(1) 2,254,500(1)

JANUARY 31, 1997
--------------------------
ACTUAL(2) AS ADJUSTED(3)
----------- --------------
(UNAUDITED)

CONSOLIDATED BALANCE SHEET DATA:
Working capital.................. $ 131,145 $3,245,145
Total assets .................... 4,259,419 7,037,032
Total liabilities ............... 3,736,953 2,736,953
Stockholders' equity............. 522,466 4,372,637

- ------------
(1) Does not include (i) outstanding warrants held by Mr. Patrick A.
DePaolo and Mantis V, L.L.C. to purchase 50,000 and 85,000 shares of
Common Stock, respectively, at a price per share equal to $2.25 or (ii)
160,000 shares of Common Stock into which a $1,000,000 note payable to
Christie Enterprises, Inc. is convertible upon the closing of this
offering.

(2) Does not include (i) $360,000 principal amount of 11% promissory notes
which were issued in April 1997 in connection with the Bridge
Financing, (ii) outstanding warrants held by Mr. Patrick A. DePaolo and
Mantis V, L.L.C. to purchase 50,000 and 85,000 shares of Common Stock,
respectively, at a price per share equal to $2.25, or (iii) 160,000
shares of Common Stock into which a $1,000,000 note payable to Christie
Enterprises, Inc. is convertible upon the closing of this offering.

(3) Includes 160,000 shares of Common Stock into which a $1,000,000 note
payable to Christie Enterprises, Inc. is convertible upon closing of
this offering, and the estimated net proceeds from this offering, but
does not include (i) outstanding warrants held by Mr. Patrick A.
DePaolo and Mantis V, L.L.C. to purchase 50,000 and 85,000 shares of
Common Stock, respectively, at a price per share equal to $2.25 or (ii)
outstanding Selling Securityholder Warrants to purchase an aggregate of
800,000 shares of Common Stock at a price per share equal to $5.00.

RISK FACTORS

The securities offered hereby involve a high degree of risk, including,
but not limited to, the several factors described below. These securities
should be purchased only by persons who can afford a loss of their entire
investment. Investors should consider carefully the following risk factors
inherent in and affecting the business of the Company and this offering in
evaluating an investment in the securities offered hereby.

POSSIBLE NEED FOR ADDITIONAL FINANCING.

The Company is dependent on and intends to use the proceeds of this
offering to implement its plans for further growth and expansion of the
Company's business. Based on currently proposed plans and assumptions
relating to its operations, the Company anticipates that the proceeds of this
offering, together with projected cash flow from operations and available
cash resources, including its anticipated bank financing, will be sufficient
to satisfy its contemplated cash requirements for at least twelve months
following the consummation of this offering. In the event that the Company's
assumptions change or prove to be inaccurate or if the proceeds of this
offering, cash flow and available cash resources prove to be insufficient to
fund operations (due to unanticipated expenses, difficulties, problems or
otherwise including failure to obtain replacement bank financing), the
Company may be required to seek additional financing or curtail its expansion
activities. The Company may in the future, depending upon the opportunities
available to it, determine to seek additional debt or equity financing to
fund the cost of continuing expansion. To the extent that the Company obtains
equity financing or finances an acquisition with equity securities, any such
issuance of equity securities could result in dilution to the interests of
the Company's stockholders. Additionally, to the extent that the Company
incurs additional indebtedness or issues debt securities in connection with
an acquisition, the Company will be subject to risks associated with
incurring substantial additional indebtedness including the possibility that
cash flow may be insufficient to pay principal and interest on any such
indebtedness. There can be no assurance that additional financing will be
available to the Company on acceptable terms, or at all. See "Use of
Proceeds."

EXPANSION STRATEGY.

Management believes that future net sales and profit growth is
substantially dependent upon its ability to expand beyond its existing
supplier and customer base by obtaining additional sources of supply and
customers, through a combination of acquisitions, capital investment in
additional processing machinery, developing additional facilities in new
market areas and marketing within its existing service areas. This strategy
entails the risks inherent in assessing the value, strengths, weaknesses and
potential profitability of acquisition candidates and of new facilities as
well as integrating the operations of acquired companies and newly opened
facilities. There can be no assurance that acquisition opportunities will
continue to be available, that the Company will have access to the capital
required to finance potential acquisitions or open new facilities, that the
Company will continue to acquire businesses or that any business acquired or
new facilities opened will be integrated successfully into the Company's
operations or prove profitable. The Company may finance future acquisitions
by using shares of the Company's Common Stock for all or a portion of the
consideration to be paid. If the Company does not have sufficient cash
resources, its growth could be limited, unless it is able to obtain
additional capital through subsequent debt or equity financings. There can be
no assurance that the Company will be able to obtain such financing or that,
if available, such financing will be on terms acceptable to the Company. As a
result, there can be no assurance that the Company will be able to
successfully implement its acquisition strategy. See "Business -- Expansion
Strategy."

NO LONG-TERM AGREEMENTS WITH SUPPLIERS OR CUSTOMERS.

The Company is dependent on third party relationships with several
suppliers of scrap polymer feedstocks, the raw materials necessary to the
business of the Company. The Company does not presently have any long term
agreements with these suppliers and does not anticipate the execution of any
long term agreements in the future. The two largest suppliers, Ash-Kourt
Industries, Inc. and Borden, Inc.,

currently provide approximately 60% of the Company's feedstock. The Company's
existing operations and plans for future growth anticipate the continued
existence of these relationships. There can be no assurance, however, that
these relationships will be preserved. The Company believes that it has
alternative sources of supply available to it in the event that its
requirements change or its current suppliers are unable or unwilling to
fulfill the Company's needs. Nevertheless, there can be no assurance that
alternative suppliers will be available upon terms comparable to the
Company's existing arrangements.

The Company also does not presently have any long term agreements with its
customers and does not anticipate the execution of any long term agreements
in the future. Although the Company's two largest customers accounted for
approximately 66% of the Company's sales in fiscal 1996, the Company has
subsequently diversified its customer base such that for the nine months
ended January 31, 1997, the Company's five largest customers accounted for
approximately 58% of sales. The Company's existing operations and plans for
future growth anticipate the continued existence of relationships with its
current customers. There can be no assurance, however, that these
relationships will be preserved.

COMPETITION.

The compounding of polymers is a highly competitive industry. The
Company's prime and recycled products compete with a variety of polymer
materials from other companies, many of which are larger, better financed
manufacturers of prime compounds. The Company must competitively price its
products against both prime and recycled compounds if it is to successfully
build its sales volume. While the Company believes that its technical
expertise, modern facility and advanced quality control are attractive
features to potential customers, there can be no assurance that the Company
can capture adequate competitive contracts to sustain profitability, or that
other companies will not provide superior products in both price and quality.

RAW MATERIALS AVAILABILITY AND COMMODITY PRICING.

The scrap and prime, or virgin, polymer feedstocks used by the Company as
a raw material are subject to substantial price fluctuations. Prices for
scrap feedstocks generally conform to fluctuations in prices for virgin
material, but usually remain below virgin material prices. While the Company
expects that there will continue to be an abundance of industrial scrap
polymer feedstock for use in the production of its compounds, there can be no
assurance that adequate quantities will be available or that prices the
Company may be required to pay for raw materials will allow the Company to
operate at a profit. The Company does not have any long-term contracts with
either suppliers or customers.

RELIANCE ON TRADE SECRETS, EVOLVING TECHNOLOGY AND COMPETITION.

The Company holds no patents to its processes, although it attempts to
keep proprietary the processes and formulations it uses through
confidentiality agreements with employees and third parties. However, there
can be no assurance that competitors will not develop processes or products
of comparable efficiency and quality. Furthermore, rapid technological
development may result in the Company's processes or systems becoming
obsolete. Technological competition from other companies is expected to
increase, and many of these potential competitors have substantially greater
capital resources, research and development capabilities and marketing
resources than the Company. The Company has registered trademarks for certain
of its products, but in the opinion of management, such trademarks are not
material to the Company's business as a whole.

SUBSTANTIAL PORTION OF PROCEEDS ALLOCATED FOR REPAYMENT OF INDEBTEDNESS AND
GENERAL CORPORATE AND WORKING CAPITAL PURPOSES.

Approximately 12% ($370,000) of the estimated net proceeds from the sale
of the Common Stock and the Warrants has been allocated for repayment of
principal and accrued interest on the Bridge Financing subordinated notes to
the lenders of the Bridge Financing, approximately 22% ($700,000) of the
estimated net proceeds from the sale of the Common Stock and the Warrants has
been allocated to capital

expenditures, and approximately 66% ($2,044,000) of the estimated net
proceeds from the sale of the Common Stock and the Warrants has been
allocated to general corporate and working capital purposes, including
inventory purchases, acquisitions, sales and marketing. Proceeds allocated to
general corporate and working capital purposes may be utilized in the
discretion of the Board of Directors. As a result, investors will not know in
advance how such net proceeds will be utilized by the Company. See "Use of
Proceeds." Additionally, in the event the Underwriters' over-allotment option
is exercised or to the extent the Warrants are exercised, the Company will
realize additional net proceeds, which will be added to working capital.
Notwithstanding its plan to develop its business as described in this
Prospectus, future events, including the problems, expenses, difficulties,
complications and delays frequently encountered by businesses, as well as
changes in the economic climate or changes in government regulations, may
make the reallocation of funds necessary or desirable. Any such reallocation
will be at the discretion of the Board of Directors. See "Use of Proceeds."

DEPENDENCE UPON KEY PERSONNEL.

The success of the Company is substantially dependent upon the efforts of
its founder, Chairman of the Board, Chief Executive Officer and President,
Mr. Patrick A. DePaolo, Sr. The loss of the services of Mr. DePaolo, or the
inability to attract and retain other qualified personnel, may adversely
affect the Company's business. There is no assurance that the Company will
successfully recruit or retain personnel of the requisite caliber or in
adequate numbers to enable it to execute its business growth strategy. The
Company has a five year employment agreement with Mr. DePaolo. The Company
has a $500,000 key man life insurance policy on Mr. DePaolo which is
currently pledged to the Company's senior commercial lender. See
"Management."

ENVIRONMENTAL REGULATION.

Federal, state and local environmental laws and regulations apply to the
activities of the Company and to the products it intends to produce.
Violations of statutes, regulations or environmental permit requirements,
even if unintentional, can result in significant fines, costs, revocation of
required licenses or permits or requirements for remedial work. The Company's
present and planned activities are, or may become, subject to regulation
under various federal, state and local environmental laws and regulations,
including laws and regulations that may be adopted in the future. Such
regulations may materially adversely affect the Company's existing or planned
operations. Any failure of the Company to comply with the requirements of
these environmental laws and regulations, even if unintentional, could give
rise to liabilities, penalties or fines which could have a material adverse
effect on the business or financial condition of the Company. See "Business
- -- Environmental Regulation."

CONTROL BY OFFICERS, DIRECTORS AND PRINCIPAL STOCKHOLDERS.

The election of directors of the Company is controlled solely by the
Company's founder, Chairman of the Board, Chief Executive Officer and
President, Mr. Patrick A. DePaolo, Sr., who owns or has voting rights with
respect to 93.9% of the outstanding voting stock prior to this offering and
will continue to beneficially own or vote 66.3% of the outstanding voting
stock following completion of this offering. See "Principal Stockholders."

LIMITED EXPERIENCE OF UNDERWRITER.

The Representative, including its predecessor, has been in existence since
1993 and is principally engaged in retail brokerage, market making activities
and various corporate finance projects. Although certain officers of the
Representative have corporate finance experience from previous employment,
the Representative has not acted as an underwriter or placement agent of any
public offerings of securities to date. No assurance can be given that the
Representative's lack of experience as an underwriter will not adversely
affect this offering and the subsequent development of a liquid public
trading market in the Common Stock. See "Risk Factors -- No Assurance of
Public Market; Arbitrary Determination of Offering Price; Lack of Public
Market for Securities."

GENERAL ECONOMIC CONDITIONS.

The operations of the Company are subject to general economic conditions,
particularly relating to the ability of recycled products to compete with
virgin materials in price, quality and volume. The Company may not have
sufficient capitalization to survive lack of market acceptance of its
products and economic exigencies in general.

PRODUCTS LIABILITY AND OTHER CLAIMS.

The Company may be subject to substantial products liability costs if
claims arise out of problems associated with the products of the Company. The
Company will seek to maintain the products liability coverage it currently
has in place for the benefit of the Company to protect the Company against
such liabilities, but there can be no assurance that such arrangements can be
made, or if made, will be effective to insulate the assets of the Company
from such claims. The Company will attempt to maintain insurance against such
contingencies, in scope and amount which it believes to be adequate. However,
there can be no assurance that such product liability insurance will continue
to be available, or if available, that it will adequately insure against such
claim.

POSSIBLE DELISTING OF SECURITIES FROM NASDAQ SYSTEM.

The Company has applied for listing of its Common Stock and Warrants on
the NASDAQ SmallCap Market and such securities are expected to be listed on
such market upon completion of this offering. In order to continue to qualify
for listing on the NASDAQ SmallCap Market, however, a company must have,
among other things, at least $2,000,000 in total assets, $1,000,000 in
capital and surplus and a minimum bid price for its common stock of $1.00 per
share. NASDAQ has recently proposed new maintenance criteria which, if
implemented, would eliminate certain market capitalization exceptions to the
$1.00 per share minimum bid price and require, among other things (i) either
at least $2,000,000 in net tangible assets, a $35,000,000 market
capitalization or net income of at least $500,000 in two of the three prior
years, (ii) at least 500,000 shares in the public float valued at $1,000,000
or more, (iii) at least two active market makers, (iv) at least 300 holders
of the Company's Common Stock and (v) adherence to certain corporate
governance provisions. However, upon completion of the offering, if the
Company is thereafter unable to continue to satisfy the listing criteria
under the NASDAQ rules, any listed security will be subject to delisting. In
such an event, the Common Stock and the Warrants may not be eligible for
continued listing on the NASDAQ SmallCap Market. As a result of delisting,
trading, if any, in the securities would be conducted on the Boston Stock
Exchange if the Company's securities are then listed thereon, or on the
over-the-counter market in what are commonly referred to as the "pink
sheets," or in the "OTC Bulletin Board." If such result occurs, an investor
may find it more difficult to dispose of, or to obtain accurate quotations as
to the prices of, the Common Stock and Warrants.

In addition, if the Company's securities are not listed on the NASDAQ
SmallCap Market or on the Boston Stock Exchange, they are subject to Rule
15g-9 under the Exchange Act that imposes additional sales practice
requirements on broker-dealers which sell such securities to persons other
than established customers and accredited investors (generally persons with
net assets in excess of $1,000,000 or annual income exceeding $200,000, or
$300,000 together with their spouse). If the Common Stock were delisted from
the NASDAQ SmallCap Market and the Boston Stock Exchange, and the Company's
stock price should fall below $5.00 per share and no other exclusion from the
definition of "penny stock" under the Securties Exchange Act of 1934, as
amended (the "Exchange Act") were available, then the Company's Common Stock
and Warrants would be deemed "penny stock" and transactions in the Common
Stock and Warrants would be subject to the penny stock regulations which
impose significant sales practice requirements on broker-dealers, including
(a) delivering to customers the Commission's standardized disclosure
statement about "penny stocks", (b) providing to customers current bid and
ask prices for the stock, (c) disclosing to customers the broker-dealer's and
sales representative's compensation with respect to trades in the stock, and
(d) providing to customers monthly account statements reflecting the stock's
then current price. For transactions covered by this rule, the broker-dealer
must make a special suitability determination for the purchaser and have
received the purchaser's written consent to the transaction prior to
purchase. Consequently, the rule may restrict the ability of broker-dealers
to sell the Company's

securities and may affect the ability of stockholders to sell their
securities in the secondary market. The loss of continued listing on the
NASDAQ SmallCap Market may also cause a decline in share price, loss of news
coverage of the Company and difficulty in obtaining subsequent financing. The
foregoing penny stock restrictions will not apply to the Company's securities
if such securities are listed on the Nasdaq SmallCap Stock Market or on a
national securities exchange such as the Boston Stock Exchange.

POTENTIAL ADVERSE IMPACT OF PREFERRED STOCK ON RIGHTS OF HOLDERS OF COMMON
STOCK.

The Company is currently authorized to issue up to a total of 20,000,000
shares of Common Stock and 5,000,000 shares of preferred stock. There are
currently 2,254,500 shares of Common Stock outstanding and no preferred stock
outstanding.

The Company's Board of Directors is authorized to issue preferred stock in
one or more series and to fix the voting powers and the designations,
preferences and relative, participating, optional or other rights and
restrictions thereof. Accordingly, the Company may issue series of preferred
stock in the future that will have preference over the Common Stock with
respect to the payment of dividends and proceeds from the Company's
liquidation, dissolution or winding up or have voting or conversion rights
which could adversely effect the voting power and percentage ownership of the
holders of the Common Stock. The Company has no plans, arrangements,
understandings or commitments to issue any preferred stock. However, the
ability of the Company to issue such additional shares and the possible
exercise of the Warrants, the Selling Securityholder Warrants and the
Representative's Warrants may prove to be a hindrance to future financings by
the Company since the holders of such warrants may be expected to exercise
them at times when the Company would otherwise be able to obtain additional
equity capital on terms more favorable to the Company. Also, rights granted
to future holders of preferred stock could be used to restrict the Company's
ability to merge with, or sell its assets to, a third party, and the ability
of the Board of Directors to issue preferred stock could discourage, delay or
prevent a takeover of the Company, thereby preserving control of the Company
by the current stockholders. See "Description of Securities -- Preferred
Stock."

SHARES ELIGIBLE FOR FUTURE SALE.

Upon the completion of this offering, the Company will have 3,214,500
shares of Common Stock outstanding. Of these shares, the 800,000 shares sold
by the Company in this offering will be freely-tradeable without restriction
or further registration under the Securities Act, except for any shares
purchased by an "affiliate" of the Company (as defined in the Securities Act
and the rules and regulations thereunder) which will be subject to the
limitations of Rule 144 promulgated under the Securities Act. Of the
remaining 2,414,500 shares, subject to the holders compliance with the
provisions of Rule 144, (i) 34,504 shares beneficially owned by four
non-affiliates of the Company will become tradeable in August 1997, (ii)
364,500 shares beneficially owned by Mantis V, L.L.C., an affiliate of the
Company, will become tradeable in September 1997, (iii) 160,000 shares of
Common Stock issuable upon conversion of a note in the principal amount of
$1,000,000 payable to Christie Enterprises, Inc. upon the closing of this
offering will become tradeable in November 1997 and (iv) 1,848,646 shares
beneficially owned by Patrick A. DePaolo, Sr., Steven DePaolo and a DePaolo
family limited liability company, all affiliates of the Company, are
tradeable as of the date of this Prospectus, although all of the
aforementioned shares with the exception of those set forth in (iii) will not
be freely tradeable for two years from the date of this Prospectus without
the prior written consent of the Representative pursuant to "lock-up"
agreements each shareholder will have entered into with the Representative
prior to the closing of this offering. These securities were deemed to be
"restricted securities" at the time they were purchased, as that term is
defined under Rule 144 promulgated under the Securities Act, as such shares
were issued in private transactions not involving a public offering.

class or, if the Common Stock is quoted on an exchange or NASDAQ, the average
weekly trading volume during the four calendar weeks preceding the sale. A
person who has not been an affiliate of the Company for at least the three
months immediately preceding the sale and who has beneficially owned the
shares of Common Stock to be sold for at least two years is entitled to sell
such shares under Rule 144 without regard to any of the limitations described
above.

No prediction can be made as to the effect, if any, that sales of shares
of Common Stock or the availability of shares for sale will have on the
market prices prevailing from time to time. The possibility that substantial
amounts of Common Stock may be sold in the public market in the future may
adversely affect prevailing market prices for the Common Stock and could
impair the Company's ability to raise capital through the sale of its equity
securities. See "Shares Eligible for Future Sale."

NO ASSURANCE OF PUBLIC MARKET; ARBITRARY DETERMINATION OF OFFERING PRICE;
LACK OF PUBLIC MARKET FOR SECURITIES.

Prior to this offering, there has been no public market for the shares of
Common Stock or the Warrants. The initial public offering price of the
Warrants and Shares and the exercise price and other terms of the Warrants
were established by negotiations between the Company and the Representative
and bear no relationship to such established valuation criteria such as
assets, book value or prospective earnings.

IMMEDIATE SUBSTANTIAL DILUTION; DISPARITY OF CONSIDERATION.

This offering involves an immediate and substantial dilution of $3.72 per
share between the pro forma net tangible book value per share after the
offering of $1.28 and the offering price of $5.00 per share of Common Stock.
The existing stockholders of the Company, including an affiliate of certain
of its executive officers and directors, acquired their shares of Common
Stock at prices substantially lower than the initial public offering price
and, accordingly, new investors will bear substantially all of the risks
inherent in an investment in the Company. See "Dilution."

ANTI-TAKEOVER PROVISIONS.

Certain provisions of Delaware law, the Certificate of Incorporation and
the Company's By-laws, as amended (the "By-laws"), could have the effect of
making it more difficult for a third party to acquire, or of discouraging a
third party from attempting to acquire, control of the Company. These
provisions and the prohibition against certain business combinations could
have the effect of delaying, deferring or preventing a change in control or
the removal of existing management of the Company. See "Description of
Securities."

LIMITED LIABILITY OF DIRECTORS.

As permitted by the Delaware Corporation Law, the Company's Amended and
Restated Certificate of Incorporation eliminates personal liability of a
director to the Company and its stockholders for monetary damages for breach
of fiduciary duty as a director except under certain circumstances.
Accordingly, except in certain circumstances, the Company's directors will
not be liable to the Company or its stockholders for breach of such duty. See
"Management -- Indemnification and Exculpation Provisions."

REPRESENTATIVE'S WARRANTS.

The Company has agreed to sell to the Representative, at a price of $10,
the right to purchase up to 80,000 shares of Common Stock and up to 80,000
Warrants (the "Representative's Warrants"). Such Warrants will be exercisable
for a four-year period commencing one year from the date of this Prospectus,
at exercise prices equal to 135% of the initial public offering prices of the
Common Stock and Warrants set forth on the cover page of this Prospectus.

For the life of the Representative's Warrants, the holders thereof are
given the opportunity to profit from a rise in the market price of the Common
Stock and Warrants, which may result in a dilution of the

interests of other stockholders. As a result, the Company may find it more
difficult to raise additional equity capital if it should be needed for its
business while such Warrants are outstanding. See "Underwriting."

POSSIBLE RESTRICTIONS ON MARKET-MAKING ACTIVITIES IN THE COMPANY'S
SECURITIES.

The Representative has advised the Company that it intends to make a
market in the Company's securities. Regulation M, which was recently adopted
to replace Rule 10b-6 and certain other rules promulgated under the Exchange
Act, may prohibit the Representative from engaging in any market-making
activities regarding the Company's securities for a period from five days (or
such applicable period as Regulation M may provide) prior to any solicitation
by the Representative of the exercise of the Warrants until the later of the
termination of such solicitation activity or the termination (by waiver or
otherwise) of any right that the Representative may have to receive a fee for
the exercise of Warrants following such solicitation. As a result, the
Representative may be unable to provide a market for the Company's securities
during certain periods while the Warrants are exercisable. In addition, under
applicable rules and regulations under the Exchange Act, any person engaged
in the distribution of the Selling Securityholders' Securities may not
simultaneously engage in market-making activities with respect to any
securities of the Company for the applicable "cooling off" period prior to
the commencement of such distribution. Accordingly, in the event the
Representative is engaged in a distribution of the Selling Securityholders'
Securities, it will not be able to make a market in the Company's securities
during the applicable restrictive period. Any temporary cessation of such
market-making activities could have an adverse effect on the market price of
the Company's securities. See "Underwriting."

POTENTIAL ADVERSE EFFECT OF REDEMPTION OF WARRANTS.

The Warrants may be redeemed by the Company commencing 13 months from the
date of this Prospectus, at a redemption price of $.10 per Warrant upon not
less than 30 days' prior written notice provided the average closing bid
price of the Common Stock on Nasdaq (or the last sales price if traded on a
national securities exchange) for 20 consecutive trading days, ending not
more than 30 days prior to the date of the notice of redemption, exceeds 150%
of the current Warrant Exercise Price, subject to adjustment. Redemption of
the Warrants could force the holders to exercise the Warrants and pay the
exercise price at a time when it may be disadvantageous for the holders to do
so, sell the Warrants at the then current market price when they might
otherwise wish to hold the Warrants, or to accept the redemption price, which
is likely to be substantially less than the market value of the Warrants at
the time of redemption. See "Description of Securities -- Warrants."

RISKS ASSOCIATED WITH FORWARD-LOOKING STATEMENTS INCLUDED IN THIS PROSPECTUS.

This Prospectus contains certain forward-looking statements regarding the
plans and objectives of management for future operations, including plans and
objectives relating to the development of the Company. The forward-looking
statements included herein are based on current expectations that involve
numerous risks and uncertainties. The Company's plans and objectives are
based on a successful execution of the Company's expansion strategy and
assumptions that the Company will be profitable, that the industry will not
change materially or adversely, and that there will be no unanticipated
material adverse change in the Company's operations or business. Assumptions
relating to the foregoing involve judgments with respect to, among other
things, future economic, competitive and market conditions and future
business decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond the control of the Company. Although
the Company believes that its assumptions underlying the forward-looking
statements are reasonable, any of the assumptions could prove inaccurate and,
therefore, there can be no assurance that the forward-looking statements
included in this Prospectus will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking statements included
herein, particularly in view of the Company's recent and planned expansion,
the inclusion of such information should not be regarded as a representation
by the Company or any other person that the objectives and plans of the
Company will be achieved.

DIVIDENDS.

The Company has never paid cash dividends and it does not anticipate that
it will pay cash dividends on its Common Stock or alter its dividend policy
in the foreseeable future. The payment of dividends on the Common Stock by
the Company will depend on its earnings and financial condition and such
other factors as the Board of Directors of the Company may consider relevant.
The Company currently intends to retain its earnings to assist in financing
the development of its business. In addition, the Company's current senior
credit agreement prohibits the payment of cash dividends and the Company
expects that any new senior lender will similarly prohibit the payment of
cash dividends. Investors who anticipate the need for dividends on their
investments should refrain from purchasing any of the shares of Common Stock
and the Warrants offered hereby.

FOR ALL OF THE FOREGOING REASONS AND OTHERS SET FORTH IN THIS PROSPECTUS,
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. ANY PERSON
CONSIDERING AN INVESTMENT IN THE SECURITIES OFFERED HEREBY SHOULD BE AWARE OF
THESE AND OTHER FACTORS SET FORTH IN THIS PROSPECTUS. THESE SECURITIES SHOULD
BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD A TOTAL LOSS OF THEIR INVESTMENT
IN THE COMPANY.

USE OF PROCEEDS

The net proceeds to be received by the Company from the sale of the shares
of Common Stock and the Warrants offered hereby, after deducting offering
expenses payable by the Company, are estimated at approximately $3,114,000.
The Company presently intends to use the net proceeds over the 12 month
period following this offering as follows:

APPROXIMATE
DOLLAR
APPLICATION OF PROCEEDS AMOUNT
- -------------------------------------------- -------------

Repayment of Bridge Financing (1)............ $ 370,000
Capital Expenditures (2) .................... 700,000
Working Capital (including acquisitions)(3) . 2,044,000
-------------
Total ..................................... $3,114,000
=============

- ------------
(1) Repayment of 21 unsecured promissory notes totalling $360,000 issued to
Bridge Financing investors, plus accrued interest at the rate of 11%
per annum. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity, Capital Resources and
Other Matters."
(2) Includes extruders, densifiers, mixers and materials handling
equipment.
(3) The Company purchases raw materials on an opportunistic basis and will
from time to time use a portion of the proceeds to purchase quantities
of feedstock materials. The Company has no agreement in principle with
any potential acquisition candidate and therefore cannot at this time
accurately state what percentage of the proceeds will be allocated to
acquisitions. See "Risk Factors -- Expansion Strategy." A portion of
working capital will be used to self-finance accounts receivable, and a
further portion will be utilized for additional sales and marketing
efforts, including the addition of sales personnel.

The allocation of the net proceeds of the offering set forth above
represents the Company's best estimate based upon its present plans. If any
of these plans change, the Company may find it necessary or advisable to
reallocate some of the proceeds within the above-described categories or to
other purposes.

Pending expenditure of the proceeds from the offering, the Company may
make temporary investments in insured interest bearing savings accounts,
insured certificates of deposit, or short term United States government
obligations. In the opinion of management, the above proceeds should be
sufficient for the Company's operations for at least the next 12 months from
the date of this offering.

DIVIDEND POLICY

The Company has never declared or paid any dividends on its Common Stock.
The present policy of its Board of Directors is to retain earnings, if any,
for use in business operations, and the Company, therefore, does not
anticipate paying any cash dividends on its Common Stock in the foreseeable
future. Further, the Company's current senior credit agreement prohibits the
payment of cash dividends and management of the Company expects that any new
lender will prohibit the payment of cash dividends.

CAPITALIZATION

The following table sets forth the unaudited capitalization of the Company
as of January 31, 1997 and as adjusted on a pro forma basis to reflect: (i)
the conversion of the $1,000,000 convertible promissory note payable to
Christie Enterprises, Inc. into 160,000 shares of the Company's Common Stock
and (ii) the offering and the application of the net proceeds therefrom as
described under "Use of Proceeds." This table should be read in conjunction
with the historical and pro forma financial statements of the Company,
including the notes thereto, and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included elsewhere in this
Prospectus.

JANUARY 31, 1997
JANUARY 31, 1997 PRO FORMA
---------------- ----------------
ACTUAL AS ADJUSTED
(UNAUDITED) (UNAUDITED)
---------------- ----------------

Short-term debt, including current portion of Long-term debt .... $ 705,833 $ 705,833
================ ================
Long-term debt, excluding current portion(1) .................... 463,327 463,327
Notes payable to related parties(2).............................. 1,471,184 471,184
Stockholders' equity:
Common Stock, $.0001 par value, 12,000,000 authorized,
2,254,500 shares issued and outstanding and 20,000,000
authorized and 3,214,500 shares issued and outstanding proforma
as adjusted (3)(4)(5) .......................................... 225 321
Additional paid in capital ...................................... 76,049 3,926,124
Retained earnings ............................................... 446,192 446,192
---------------- ----------------
Total stockholders' equity ...................................... 522,466 4,372,637
---------------- ----------------
Total capitalization ............................................ $2,456,977 $5,307,148
================ ================

- ------------
(1) For a description of the Company's long-term debt, see Note 8 to the
Company's consolidated financial statements.
(2) $1,000,000 in convertible promissory note payable will be converted
into 160,000 shares of common stock upon closing of the offering.
(3) Assumes no exercise of the Underwriters' Over-allotment Option. If the
Underwriters' Over-Allotment Option is exercised in full, the adjusted
capitalization of the Company would be: Common Stock $333; Additional
paid in capital $4,458,552; Total stockholders' equity $4,905,077;
Total capitalization $5,839,586.
(4) Excludes shares issuable upon exercise of (i) the Representative's
Warrants to acquire up to 80,000 shares of Common Stock at an exercise
price of $6.75 per share, and 80,000 Warrants at any exercise price of
$.14, (ii) the Underwriters' Over-Allotment Option to purchase up to
120,000 additional shares of Common Stock and 120,000 additional
Warrants, (iii) outstanding warrants held by Mr. Patrick A. DePaolo,
Sr. and Mantis V, L.L.C. to purchase 50,000 and 85,000 shares of Common
Stock, respectively, at a price per share equal to $2.25 and (iv)
outstanding Selling Securityholder Warrants granting holders the right
to purchase an aggregate of 800,000 shares of Common Stock at a price
per share equal to $5.00. See "Management", "Certain Transactions" and
"Underwriting."
(5) Excludes Common Stock reserved for issuance upon the exercise of
outstanding warrants or the Representative's Warrants. See
"Underwriting."

DILUTION

The difference between the initial public offering price per share of
Common Stock and the pro forma net tangible book value per share after the
offering constitutes the dilution to investors in the offering. Pro forma net
tangible book value (after giving effect to pro forma adjustments) is
determined by dividing the pro forma net tangible book value of the Company
(total pro forma tangible assets less total liabilities) by the number of
outstanding shares of Common Stock.

The net tangible book value of the Company (total assets less total
liabilities and intangible assets) on January 31, 1997 of the outstanding
2,254,500 shares of the Company's Common Stock was ($11,732) or ($.01) per
share. After (i) conversion of the $1,000,000 convertible promissory note
payable to Christie Enterprises, Inc. and after giving effect to (ii) the
anticipated expenses of the offering, the adjusted net tangible book value of
the Company at January 31, 1997 would have been $4,102,268 or $1.28 per share
(i.e., $4,102,268 divided by 3,214,500), representing an immediate increase
in net tangible book value of $1.29 to existing stockholders and an immediate
dilution of $3.72 to the purchasers of Common Stock of the offering. The
following table illustrates the per share dilution to investors in the
offering:

Initial public offering price per share (1) ........................... $5.00
Net tangible book value per share before the offering ................ (.01)
Increase per share attributable to conversion of convertible
promissory note payable ............................................. .41
Increase per share attributable to the sale of Common Stock in the
offering (2) ........................................................ .88
-------
Net tangible book value per share (2) ................................ 1.28
------
Dilution to new investors ............................................ $3.72
=======

- ------------
(1) Before deductions of underwriting discounts and estimated offering
expenses payable by the Company.

(2) After deduction of underwriting discounts and estimated offering
expenses payable by the Company, estimated at $966,000.

The following table sets forth as of January 31, 1997, the number of
shares of Common Stock issued by the Company, the total consideration to the
Company (without deduction of selling discounts and commissions or offering
expenses and assuming a value of $.10 per Warrant) and the average price per
share paid by existing stockholders and by the investors in the offering:

SHARES ACQUIRED TOTAL CONSIDERATION AVERAGE
---------------------- --------------------- PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
----------- --------- ------------ --------- -----------

Existing stockholders (1) 2,414,500 75.1% $1,076,000 21.2% $ .45
-----------
Investors in offering .... 800,000 24.9 4,000,000 78.8 $5.00
----------- --------- ------------ --------- -----------
Total ................... 3,214,500 100.0% $5,076,000 100.0%
=========== ========= ============ =========

- ------------
(1) Total consideration from existing stockholders represents the total
amounts paid after conversion of the convertible promissory note
payable but before the offering and the Concurrent Offering.

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, or virgin, materials. The Company has
extensive experience in polymer technology, and has commericalized
proprietary formulations used in the manufacturing of plastics in the
footwear, aeronautic, military, automotive and consumer products sectors.

Historically, Discas focused on the development of marketing synthetic
rubber compounds, but during 1994 the Company began to manufacture plastic
compounds from industrial scrap plastic feed stocks. Sales increased
significantly in 1995, primarily from increased plastic compound sales to a
small number of customers. In 1996, Discas expanded product development and
marketing activities, increased its customer base, and currently, the
Company's compounds are being used by more than 50 customers in dozens of
applications. See "Business -- Product Lines and Customers."

On November 1, 1996, the Company acquired substantially all of the assets
of Christie Enterprises, Inc. (the "Christie Acquisition"), a plastic
container manufacturer in New Jersey, which was a customer of the Company.
The purpose of the purchase was to initiate the implementation of a strategy
to integrate into businesses where the Company believes it can increase its
margins.

RESULTS OF OPERATIONS

Nine Months Ended January 31, 1997 and 1996

Sales increased by $267,354 or approximately 8%, to $3,550,394 for the
nine months ended January 31, 1997, as compared to $3,283,040 for the nine
months ended January 31, 1996. Sales for the fiscal 1997 period include the
impact of the November 1, 1996 Christie Acquisition.

Cost of goods sold increased by $201,520, or approximately 8%, to
$2,744,642 for the nine months ended January 31, 1997, compared to $2,543,122
for the nine months ended January 31, 1996. The increase in cost of goods was
attributable to increased sales volume; cost of goods as a percentage of
sales decreased from 78% to 77% for the nine month period ended January 31,
1996 as compared to the nine month period ended January 31 1997.

Gross profit increased by $65,834, or approximately 9%, to $805,752 for
the nine months ended January 31, 1997 as compared to $739,918 for the nine
months ended January 31, 1996. The increase was primarily attributable to the
increase in sales volume.

Selling, general and administrative costs increased by $127,034, or
approximately 21%, to $739,162 for the nine months ended January 31 1997 as
compared to $612,128 for the nine months ended January 31, 1996. The increase
is primarily attributable to the impact of the Christie Acquisition and the
hiring of additional personnel. There have also been additional costs
associated with new product approvals and the development of a larger and
more diversified customer base.

Operating income decreased by $61,200, or approximately 48%, to $66,590
for the nine months ended January 31, 1997 as compared to $127,790 for the
nine months ended January 30, 1996. The decrease was primarily attributed to
the additional personnel and the associated costs incurred to provide for the
anticipated sales growth of the Company.

Minority interest credit increased by $34,498 for the nine months ended
January 31, 1997 as compared to $2,207 for the nine months ended January 31,
1996. The increase was attributed to the increase in net loss of the
Company's 69% owned subsidiary, Discas Recycled Products Corporation
("DRPC"). On August 31, 1996, the minority shareholders of DRPC exchanged all
of their stock for stock of the Company.

As a result of the foregoing, net income decreased by $22,133, or
approximately 33%, to $44,784, for the nine months ended January 31, 1997 as
compared to $66,917 for the nine months ended January 31, 1996.

Years Ended April 30, 1996 and 1995

Sales increased by $108,641, or approximately 3%, to $3,858,205 for the
year ended April 30, 1996 as compared to $3,749,564 for the year ended April
30, 1995.

Cost of goods sold increased by $84,058 or approximately 3%, to $3,012,125
for the year ended April 30, 1996, as compared to $2,928,067 for the year
ended April 30, 1995. The increase in cost of goods sold was attributable to
increased volume. Cost of goods sold as a percentage of sales was 78% for
each of the years ended April 30, 1996 and 1995.

Gross profit increased by $24,583, or approximately 3%, to $846,080 for
the year ended April 30, 1996, as compared to $821,497 for the year ended
April 30, 1995. The increase was primarily attributable to the increase in
sales volume.

Selling, general and administrative costs increased by $56,545, or
approximately 8.9%, to $698,946 for the year ended April 30, 1996 as compared
to $642,401 for the year ended April 30, 1995. The increase is primarily
attributable to the hiring of additional personnel and associated costs as
the Company started to implement its strategy for growth.

Operating income decreased by $31,962, or approximately 18%, to $147,134
for the year ended April 30, 1996 as compared to $179,096 for the year ended
April 30, 1995. The decrease was primarily attributable to the additional
personnel and associated costs incurred to commence the implementation of the
growth strategy of the Company.

Income tax expenses decreased by $44,155 for the year ended April 30, 1996
as compared to the year ended April 30, 1995. The 1995 income tax expense of
$44,415 includes a net deferred tax charge of $36,000 related to the impact
of tax depreciation charges in excess of those taken for financial reporting
purposes and an alternative minimum tax charge of $8,155. There was no change
in the net deferred tax liability for the year ended April 30, 1996 and no
current tax provision required because of other tax deductions available for
income tax purposes.

As a result of the foregoing, net income increased by $4,428, or
approximately 4%, to $121,612 for the year ended April 30, 1996 as compared
to $117,184 for the year ended April 30, 1995.

LIQUIDITY, CAPITAL RESOURCES AND OTHER MATTERS

The Company's primary source of liquidity has been cash flow from
operations, supplemented by borrowings under its bank credit facilities.
Additional sources of liquidity have been equipment lease financing,
borrowing from stockholders and the issuance of a convertible promissory note
in connection with the Christie Acquisition.

The Company raised gross proceeds of $400,000 (net proceeds of $318,000)
in a private placement of units in April 1997. The units sold consisted of
$360,000 11% unsecured subordinated promissory notes, all of which will be
repaid from the proceeds of this offering, and 800,000 Bridge Warrants. See
"Concurrent Offering."

Cash flow. Net cash provided (used) by operations was ($88,597) for the
first nine months of fiscal 1997, $125,634 for fiscal 1996 and ($106,234) for
fiscal 1995. Net cash used for the direct purchase of fixed assets was
$84,573 for the first nine months of fiscal 1997, $41,450 for fiscal 1996 and
$26,574 for fiscal 1995. In the first nine months of fiscal 1997, the Company
financed the $1,500,000 cost of the Christie Acquisition by a combination of
borrowing $500,000 from Textron Financial (described below) and by the
issuance to the seller of a $1,000,000 convertible promissory note payable.
In fiscal 1995, the Company acquired $88,000 of equipment under capital
leases. Net short-term bank borrowing provided funds of $170,000 for fiscal
1996 and $110,000 for fiscal 1995.

Bank credit facilities. The Company has borrowing arrangements with a
commercial bank. Currently, the arrangements provide for a credit line of up
to $500,000 collateralized by 70% of eligible accounts receivable and 25% of
eligible inventory. The credit line bears interest at the bank's prime rate
plus 1.75%. The Company also has a term loan with the bank with a principal
balance of $238,129 at March 31, 1997 which calls for monthly payments of
$6,173 plus interest at the bank's prime rate plus 2%. Such line of

credit and term loan are due June 30, 1997. The Company is in the process of
obtaining new bank credit facilities that are expected to increase the credit
availability up to at least $1,500,000 and that will also provide term loans
for the purpose of retiring the existing bank term loan and the acquisition
of machinery and equipment. Interest rates pursuant to the anticipated new
facility are expected to approximate current rates. If the Company
successfully concludes these negotiations, it is expected that such new
facilities, the proceeds from this offering and cash flow from operations
will provide sufficient funds for the Company to meet its working capital,
capital expenditure and debt service requirement needs for the foreseeable
future. Additional funds may be required if the Company is successful in
expanding its business through internal growth and/or acquisitions of
businesses in related industries.

The current credit facilities contain covenants which require the Company
to maintain certain tangible net worth and debt service coverage ratios. The
credit facilities are secured by substantially all of the assets of the
Company and the personal guarantee of its President, Chief Executive Officer
and principal stockholder, Patrick A. DePaolo, Sr. The new credit facilities
currently being discussed are expected to have similar financial covenants;
however, subsequent to the consummation of the offering, the personal
guarantee of Mr. DePaolo is expected to be canceled.

In connection with the Christie Acquisition, the Company borrowed $500,000
from Textron Financial. This loan is secured by the machinery and equipment
of Christie and carries interest of 9.75% per annum and requires monthly
payments of principal and interest of $12,600 through November 2000.

The Company also has a note payable to the Connecticut Development
Authority with a principal balance $104,110 at March 31, 1997. Such note
bears interest at 6% per annum and requires monthly payments of principal and
interest of $2,610 through September 2000. The Company expects this
obligation to remain in place following refinancing of its bank facility.

Working Capital. The Company's working capital decreased from $512,934 at
April 30, 1996 to $131,145 at January 31, 1997, a decrease of $381,789. The
decrease relates to the due date of its bank term loan being amended to June
1997, the current portion of the note payable to Textron Financial and
working capital used to finance a portion of the costs associated with this
offering. The consummation of this offering and the execution of new
commercial bank credit facilities will significantly improve the working
capital position of the Company.

BUSINESS

Discas, Inc., based in Waterbury, Connecticut, produces proprietary
plastic and rubber compounds using a variety of recycled and prime, or
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. In November 1996, the Company acquired a plastic container
manufacturer in New Jersey as part of its strategy to vertically integrate
its operations from raw material supply through end product manufacturing.
See "--Expansion Strategy."

THE RECYCLED PLASTICS INDUSTRY

The use of materials recycled from industrial and commercial waste streams
has begun to expand in recent years. Increasingly restrictive regulatory
requirements and higher disposal costs have focused efforts on reclaiming
scrap materials. The availability of recycled raw materials has catalyzed the
development of technology to cost-effectively incorporate their use in
existing markets alongside or in place of virgin materials. This
market-driven use of recycled materials is established within the steel,
paper and aluminum industries and, for certain polymers, is now developing
into a commercially viable sector of the plastics industry.

The market potential for compounds using recycled polymers is large.
Reclaimed plastic accounts for a small fraction of the estimated annual 70
billion pound United States plastics market, although recent trends are
toward increasingly greater market demand, according to The Society of the
Plastics Industry, Inc. Most of the existing recycled plastic is derived from
the municipal solid waste stream which yields Polyethylene Terephthalate
("PET") and High Density Polyethylene ("HDPE") plastics from curbside and
drop off collection programs. Companies such as Wellman Inc., Eaglebrook
Industries and Pure-Tech Plastics, Inc. developed by focusing on the
processing of these post-consumer plastics into reusable commodity virgin
resin substitutes.

In addition to the reuse of PET and HDPE, certain polymer compounders
including Discas have succeeded in converting scrap feedstocks such as
polypropylene, polystyrene, nylon, ground tires and other polymers into
hybrid value-added proprietary compounds. In North America, polypropylene
alone is estimated by Crain's Plastics News (Crain's International), December
30, 1996, to be a $4 billion annual industry using primarily virgin resins.
These virgin grades are typically priced between $.35 and $.55 per pound,
ranging from commodity grades to more sophisticated custom compounds.

Discas believes there is a major opportunity in polypropylene-based
recycled materials and has developed a wide range of product lines to compete
with virgin resins offered by major polypropylene producers. Much of the raw
material used in the Discas formulations is based on polypropylene industrial
scrap that until recently had little perceived value. The waste materials
used by Discas are generated in

large volumes during various manufacturing processes and can be reprocessed
for reuse or further enhanced to produce higher value compounds for other
manufacturers. Industries generating large quantities of scrap material
include the textile, carpet, molded products and packaging sectors.

Discas has the technology and materials expertise to blend industrial
scrap feedstocks, prime material, and a variety of additives and enhancers to
produce value-added compounds for product manufacturers.

COMPANY HISTORY

In 1974, Mr. Patrick A. DePaolo, Sr. the founder, Chairman, Chief
Executive Officer, President and controlling stockholder of the Company, left
Uniroyal Chemical Corp. and established Prolastomer, Inc. ("Prolastomer") to
develop TPE custom compounds for the footwear, sporting goods, appliance and
automotive industries. Production was sub-contracted to toll compounders
until 1980 when Prolastomer purchased large scale compounding equipment and
became a processor of proprietary TPE compounds. Due to market and financial
constraints, Prolastomer entered the toll processing business in 1985 with a
large footwear contract from Shell Chemical Company. Mr. DePaolo established
Discas, Inc. at that time to separate the TPE technology and marketing
activities from Prolastomer's toll business with Shell Chemical Company.
Prolastomer exited the toll manufacturing business in 1988 and is no longer
in operation.

Focused on new product development and marketing, Discas established the
REPAR Division in 1988 to apply its compounding technology to in-house and
contract research to find commercial uses for low cost scrap feedstocks.
During this period Discas expanded marketing programs and won a contract from
British Petroleum Corp. to distribute TPE. Within two years Discas increased
sales 100% and earned honors as the 128th fastest growing company in the INC
500 survey. British Petroleum Corp. subsequently sold the division purchasing
Company product to Monsanto Company, and the contract was terminated at that
time.

In early 1990, the Company signed a joint venture agreement with a major
international diaper manufacturer to develop technology to convert factory
polymer and cellulose diaper scrap into reusable plastic compounds. This
corporation was searching for an economically viable alternative to its
costly solid waste disposal of millions of pounds of scrap. Discas provided
the technical and manufacturing expertise for this program which included
joint investment in formulation, production process development and test
marketing. The initial marketing program was successful and resulted in the
commercialization of several compounds for applications such as containers,
VHS cassettes, footwear components, fast food trays and other consumer items.
This arrangement was completed in March 1993 and the Company exercised its
option to manufacture and market compounds using raw materials from such
corporation as well as from other suppliers.

Discas has developed an extensive program to source a wide variety of
polymer waste feedstocks from post-consumer and post-industrial scrap
suppliers, and has formulated a broad range of high quality, competitively
priced recycled plastics and prime and recycled thermoplastic elastomers
using these materials.

PRODUCT LINES, CUSTOMERS AND SUPPLIERS

The recent addition of new polymer sources, and increased formulation and
compounding process development has enabled Discas to expand its product
lines. The following product types give Discas a broad recycled product line
with margins that reflect the use of lower cost feedstocks in several premium
quality/higher priced applications:

-- Standard Polypropylene Grades including a range of grades for
serving trays and injection molded products.

-- Impact Modified Polypropylene, including rubber alloys and
polymer blends designed for applications such as automotive parts
and rigid packaging.

-- Custom Compounds, including color matched pre-colored and
made-to-order compounds.

-- Filled and Reinforced Polypropylenes, from scrap feedstocks
containing mineral fillers and cellulose and glass reinforcing
fibers for automotive and furniture applications.

-- Standard Precolored Polypropylene, including black, white, and
standardized colors available from scrap feedstocks.

-- Thermoplastic Elastomers, including compounds from recycled
polypropylene and polystyrene, ground tires, scrap TPE (e.g.,
footwear, auto bumpers) and other industrial waste feedstocks.
Product line applications include footwear, automotive and
consumer/industrial products. The Company also produces a
substantial quantity of proprietary formulations for the footwear
industry from prime TPE feedstocks.

Discas has also developed several proprietary compounds based on recycled
scrap tires and other vulcanized rubber waste materials which can be used by
footwear manufacturers and in industrial applications. Additional product
lines currently under development include other polyolefin based compounds
such as low, linear and high density polyethylene and styrene based compounds
from recycled expanded polystyrene, engineered plastics such as Acrylonitrile
Butadiene Styrene ("ABS") and other high performance plastics for industrial
applications.

Discas has developed compounds that have been used in a range of products
representing a large number of industries. Current applications and
industrial development programs include:

VHS cassettes Writing instruments
Agriculture containers Furniture
Fast food serving trays Shelving
Color concentrates Footwear
Coat hangers Electrical connectors
Caster wheels Office products
Disposable medical products Handles and grips
Automotive components Personal care products
Flashlights Machine housings

Discas is the primary supplier of recycled material to one of the largest
manufacturers of polypropylene VHS cassettes in the world. Continued pricing
pressure from competitive Asian manufacturers of polystyrene cassettes is
forcing other North American cassette producers to consider converting to
lower cost technologies, including the use of recycled polypropylene
feedstocks. Other market driven applications include the supply of precolored
recycled polypropylene for a new line of nationally marketed writing
instruments and proprietary precolored compounds developed for the major
plastics molders supplying serving trays to McDonald's Corp. and other
fast-food chains. Recently, a Discas compound was approved by a "Big Three"
automotive company and this successful application has led to additional
opportunities for qualification of Discas materials for other automotive
interior and exterior parts. As is customary in the industry, in the
experience of management, Discas does not have ongoing supply contracts with
any of its customers. All sales made by Discas are initiated by a purchase
order at the request of a customer.

Management of Discas believes that its focus on quality and innovation
provides one of its primary competitive advantages. Discas incorporates extra
blending steps in its manufacturing process and performs numerous sample
testings, enabling it to ensure product consistency and homogeneity. Discas
is also able, through the technical expertise and creative ability of its
management, to create and manufacture products tailored to its customers'
unique specifications, providing the highest level of flexibility and
service.

Resulting from this reputation for quality and innovation, Discas
currently has development and testing programs in place with several leading
manufacturers of consumer products, industrial products, medical products,
footwear and automobiles in the United States. These corporations fund
research and development by Discas to create and produce materials used in
the manufacture of consumer products using their industrial waste which has
been previously unrecyclable and sent to landfills. Such relationships will
enable Discas to obtain reliable sources of supply and raw materials at a
relatively low cost while maintaining rights to the new technology created,
and affording the suppliers an opportunity to earn revenue from the sale of
their waste material rather than paying for its disposal.

The Company currently depends on third party relationships with several
suppliers of scrap polymer feedstocks, the raw materials necessary to the
business of the Company. The Company does not presently have any long term
agreements with these suppliers and does not anticipate the execution of any
long term agreements in the future. The two largest suppliers, Ash-Kourt
Fabrics, Inc. and Borden, Inc., currently provide approximately 60% of the
Company's feedstock. The Company believes that it has alternative sources of
supply available to it in the event that its requirements change or its
current suppliers are unable or unwilling to fulfill the Company's needs. The
Company does not have any material backlog of orders for product.

COMPETITION

The compounding of polymers is a highly competitive industry. The
Company's prime and recycled products compete with a variety of polymer
materials from other companies, many of which are larger, better financed
manufacturers of prime compounds, including many of the major multinational
chemical manufacturers. The Company must competitively price its products
against both prime and recycled compounds if it is to successfully build its
sales volume. While the Company believes that its technical expertise, modern
facility and advanced quality control are attractive features to potential
customers, there can be no assurance that the Company can capture adequate
competitive contracts to sustain profitability, or that other companies will
not provide superior products in both price and quality.

EXPANSION STRATEGY

In the past year, the Company has commercialized new compounds from scrap
feedstocks, increased production capacity and diversified its customer base.
Management believes that Discas can best continue its growth by expanding
capacity at existing facilities and through acquisitions. With its Waterbury,
Connecticut facility approaching full capacity, Discas has begun expanding
and upgrading its equipment to increase production and efficiency. A portion
of the proceeds from this offering will be used to purchase capital
equipment.

With a view towards building the Company's capabilities in the area of
acquisitions, the Company added two directors to its board in November 1996,
Mr. Alan Milton and Mr. Asher Bernstein, both representatives of Mantis V,
L.L.C. ("Mantis"). Mantis is an investment vehicle for Mantis Holdings, Inc.,
which is an investment and business advisory firm specializing in the
environmental and recycling industries. See "Management." The principals of
Mantis, experienced in acquisitions in the recovered materials industries,
have worked with the Company for approximately two years helping to establish
the Company's growth strategy. In June 1996, Mantis agreed to have its
representatives join the Board of Directors and provide the Company with a
loan to cover its working capital needs in connection with the Christie
Acquisition and initiation of the joint venture with Ash-Kourt Fabrics, Inc.
described below. Over the months following the agreement, the Company drew
down $375,000 from Mantis pursuant to 8% subordinated notes due July 1998.
Mantis also received 364,500 shares of Common Stock then valued at

$27,000 and three year warrants to purchase 85,000 shares of Common Stock at
$2.25 per share valued at $1,000, prior to completion of the AKD joint
venture and the Christie Acquisition.

In recent months, consistent with this consolidation strategy, management
began pursuing feedstock suppliers, processors and end-users regarding joint
venture and merger opportunities. In July 1996, the Company established AKD,
L.L.C., a recycled feedstock sourcing joint venture with Ash-Kourt Fabrics,
Inc., a North Carolina-based processor of recycled polypropylene, with a view
to further increase efficiencies by means of joint sourcing of a wider
variety of grades of scrap feedstock to lower overall purchase prices and
performing preliminary reprocessing in Statesville, North Carolina to lower
transportation costs. The two companies are currently continuing negotiations
on the operational structure of such venture, which is currently operating as
an arm's-length supplier of raw materials to the Company.

In early November 1996, Discas acquired substantially all of the business
assets of Christie, a manufacturer of high-end plastic containers and
products primarily for the wholesale plant nursery industry, located in
Kenilworth, New Jersey, for a purchase price of $1,630,000 ($130,000 of which
was consideration for a consulting agreement with Frank Criscitiello, former
president of Christie), of which $1,000,000 is payable by Discas' convertible
promissory note, dated October 30, 1996. This note will be converted into
160,000 shares of the common stock of Discas based upon a conversion price of
125% of the initial public offering price per share of the common stock of
Discas (the "Conversion Price") upon the closing of this offering, or the
greater of the then fair value of a share of the common stock of Discas and
$6.00, in the event this offering is not consummated by October 1, 1997. Some
of Christie's products are molded using recycled plastic compounds that
Discas has developed, and the Company plans on expanding the use of its
formulations in other product lines.

Discas management believes that further consolidation opportunities exist
and is in early stages of discussions with several suitable acquisition
candidates. The Company is particularly interested in entrepreneurial owners
who would be willing to work for the Company in key management positions
following an acquisition. Discas envisions using Common Stock as part of the
purchase price for such acquisitions, as well as for performance based
incentive compensation to attract strong management.

PROPERTY

Discas leases approximately 55,000 square feet of industrial and office
space in Waterbury, Connecticut pursuant to three triple-net leases expiring
between 1998 and 2000, all of which are extendible until 2005 at the option
of the Company. Annual base rental is currently approximately $170,000,
escalating approximately three percent annually through 2005. Offices total
approximately 4,000 square feet with adequate space to increase office
personnel as required.

The Company also owns or leases its operating equipment, including two
densifiers, two guillotines, four compounding extruder lines, six dry
blending machines ranging in capacity from 100 pounds to 6,000 pounds, five
silos including two post-blending silos, several mid-size choppers, a
complete compound development laboratory, fabrication equipment, an extensive
physical testing laboratory which has been approved by the American Council
of Independent Labs, and large capacity material handling equipment including
forktrucks, blowers, augers and transfer bins. Certain of this equipment is
leased from Mr. DePaolo or his affiliates. See "Certain Transactions."

Discas utilizes custom database software for its polymer technology
programs, including formulation development and scrap material analysis.
Computer systems are in place to support financial controls and
sourcing/purchasing.

The Company's New Jersey facility occupies a building with 24,000 sq. ft.
of warehouse and office space. The facility is leased from an affiliate of
the former owner of Christie at rates which management believes are
consistent with current market rates through October 1997, with an option to
renew for an additional two years. Annual rental is $120,000. Equipment
includes ten injection molding machines with capacities from 200 tons to 700
tons. Support equipment includes loader control units, a 75 ton water

chiller, raw material silos and other material handling equipment, as well as
a modern diesel truck for local deliveries. The Company's inventory of molds
is extensive and suitable for the production of a wide variety of nursery
products and other items. A complete machine shop is located on the site.

ENVIRONMENTAL REGULATION

Discas is subject to federal, state and local government requirements
regarding its operations and products. Discas does not generate, store,
transport or dispose of any material amounts of hazardous waste. Most permits
required in the operations of Discas relate to fire codes and other local
ordinances. Management of Discas believes that it is in compliance with all
material regulations relating to the operation of its business. None of
Discas' products is regarded as hazardous material by the applicable
regulations.

EMPLOYEES

As of March 31, 1997, Discas employed approximately 61 persons, of whom
approximately 11 employees are management, sales and administration and the
balance of whom are involved in the manufacturing process. None of Discas'
employees are covered by a collective bargaining agreement. Discas believes
it has a good relationship with its employees.

LEGAL PROCEEDINGS

Discas is not presently involved in any material legal proceedings.

MANAGEMENT

The directors and executive officers of the Company are as follows:

NAME AGE POSITION
- ----------------------- ----- --------------------------------------

Patrick A. DePaolo, Sr. 55 Chairman of the Board of Directors,
Chief Executive Officer and President
Thomas R. Tomaszek 45 Vice President, Marketing and Business
Development and Director
Ron Pettirossi 54 Chief Financial Officer
Al Moreno 44 Vice President, Manufacturing
Stephen P. DePaolo 32 Vice President, Materials Sourcing,
Distribution and Planning
John Carroll 51 Director
Asher Bernstein 53 Director
Alan Milton 42 Director

PATRICK A. DEPAOLO, SR., CHAIRMAN OF THE BOARD OF DIRECTORS, PRESIDENT AND
CEO. Prior to founding Discas in 1985, Mr. DePaolo worked at Uniroyal
Chemical Corp. for 11 years where he had overall responsibility for the
development and marketing of thermoplastic elastomers. In 1974, he
established Prolastomer, Inc. ("Prolastomer") to develop compounds for
footwear, sporting goods and automotive applications. Mr. DePaolo has
extensive management experience in the field of plastics compounding and
processing and is considered a leading technical expert in developing new
applications for scrap polymers. He has degrees in Chemical Engineering
(B.S.) from the University of Massachusetts at Amherst and Polymer Chemistry
(M.S.) from Southern Connecticut State University and has published articles
and text book chapters in the field of polymer chemistry. Mr. DePaolo has
extensive business experience and has founded or been a partner in several
plastics companies including J-Von Group, L.L.C., Bailey III Inc.,
Prolastomer, and NexVal Plastics.

THOMAS R. TOMASZEK, VICE PRESIDENT, MARKETING AND BUSINESS DEVELOPMENT AND
DIRECTOR. Mr. Tomaszek has over 20 years management experience in plastics
recycling equipment, design, and operations. In addition to his experience in
equipment and facility development, Mr. Tomaszek has held senior marketing
positions with three plastics manufacturing firms. He was also the manager of
manufacturing operations of a Genpak and Mobil Corporation joint venture
polystyrene recycling facility and, more recently, from 1990 to 1993, founder
and President of North American Plastics Recycling Corp., the nation's first
post-consumer polyethylene film and plastic bottle recycling plant. From 1993
to 1996 he was Vice President and General Manager of operations at SBU
Operations, a recycling equipment manufacturing subsidiary of DelCorp., Inc.
Mr. Tomaszek joined Discas in April 1996.

RON PETTIROSSI, CHIEF FINANCIAL OFFICER. Mr. Pettirossi became Chief
Financial Officer of the Company in February 1997. Mr. Pettirossi had been
acting Chief Financial Officer of the Company since July 1996. Mr. Pettirossi
was an audit partner for Ernst & Young L.L.P. until 1995 where he held a
variety of positions during a 31 year public accounting career. As an audit
partner, he served numerous public and privately owned companies, including
ADVO, Inc., ESPN, Inc., Reflexite Corporation, Magellan Petroleum
Corporation, the Spencer Turbine Company and Earthgro, Inc. Mr. Pettirossi
worked with senior management on a number of consulting engagements including
strategic planning, management information systems, inventory management,
cost control systems and tax planning. He graduated from the University of
Massachusetts with a B.B.A. in 1964 and is a member of the AICPA and the
Connecticut Society of Certified Public Accountants.

AL MORENO, VICE PRESIDENT, MANUFACTURING. Mr. Moreno has been the Vice
President of the Company since early 1997. Mr. Moreno worked as Plant
Manager/Purchasing/Sourcing at Converse, Inc.

from 1994 until joining the Company, and, prior to that time, he worked for
10 years as Quality Assurance Manager and Assistant Vice President of
Manufacturing at Lowell Shoe Company. Mr. Moreno has also held management
positions with Hampshire Manufacturing and Servus Rubber Company. Mr. Moreno
attended Daniel Webster College and studied computer programming.

STEPHEN P. DEPAOLO, VICE PRESIDENT, MATERIALS SOURCING, DISTRIBUTION AND
PLANNING. Mr. DePaolo has worked at Discas in production, marketing and
purchasing since 1985 and currently manages feedstock sourcing and markets.
He has developed advertising and publicity programs covering Discas
materials, and has established approvals as suppliers to Wal-Mart Stores Inc.
and McDonald's Corp. Mr. DePaolo gained a dual B.A. degree from Northeastern
University in Business Administration and Marketing. Stephen DePaolo is the
son of Patrick A. DePaolo.

JOHN CARROLL, DIRECTOR. Mr. Carroll became a director of the Company in
November 1996. Mr. Carroll is the founder, Chairman of the Board and Chief
Executive Officer of Newgrange Co., a holding company created in 1990, which
controls various commercial entities, several of which are in the polymer
industry. Prior to founding Newgrange Co., Mr. Carroll served as Chief
Financial Officer of Leach and Garner Manufacturing Co., and worked at Arthur
D. Little for 12 years as a consultant. Mr. Carroll received an M.B.A. from
the Graduate School of Business of Columbia University. Mr. Carroll is
currently a managing member of J-Von Group, L.L.C., and a director of
Chesterton Co., Leach and Garner Manufacturing Co. and ATP, Inc. See "Certain
Transactions."

ASHER BERNSTEIN, DIRECTOR. Mr. Bernstein is President and principal of
Bernstein Real Estate, a 70 year old company that owns or manages more than
40 commercial buildings in New York City. The firm's residential rental
division specializes in the rental of luxury apartments in Manhattan. Mr.
Bernstein also serves as a Director of AFA Protection Systems, Inc., Director
and Treasurer of the Midtown Realty Owners Association, Director of the
Fashion District Business Improvement District (BID) and as a Director of the
Avenue of the Americas Association. He received a B.A. from New York
University and an M.B.A. from the Graduate School of Business of Columbia
University. Mr. Bernstein is a member of Mantis V, L.L.C., an investor in the
Company, and became a director of the Company in November 1996.

ALAN MILTON, DIRECTOR. Mr. Milton is a founder and Managing Director of
Mantis Holdings, Inc., a private environmental industry investment and
business advisory company focusing on manufacturers in the waste
minimization and recycling sectors. Mr. Milton has worked in the energy
and environmental industries for over 17 years with experience in project
development, regulatory compliance and pollution control technology. He
currently serves as a Director of Quadrax Corporation, Composite Particles,
Inc. and Industrial Flexible Materials, Inc. He received his M.A. degree in
Environmental Affairs from Clark University, after completing his
undergraduate work in Geology and Ecology at Clark University. Mr. Milton is
a member of Mantis V, L.L.C., an investor in the Company, and became a
director of the Company in November 1996.

EMPLOYMENT AGREEMENTS

Mr. DePaolo serves as Chairman of the Board, Chief Executive Officer and
President of the Company pursuant to a five year Employment Agreement ending
on April 1, 2002. Pursuant to the Agreement, Mr. DePaolo will receive a
salary of $175,000 per year during the first three years, with scheduled
raises thereafter. The Agreement contains a noncompetition provision and
provides for payment of a bonus in amounts to be determined by the Board of
Directors based upon specified performance criteria. The agreement further
provides for such other fringe benefits as are customary for a Chief
Executive Officer in the industry in which the Company operates.

It will be the Company's policy to obtain confidentiality and
nondisclosure agreements from its key employees prior to completion of the
offering.

EXECUTIVE COMPENSATION

No employee of the Company has ever received cash compensation in excess
of $100,000 per year. The following Summary Compensation Table sets forth the
compensation earned by Patrick A. DePaolo, Sr., the Company's President,
Chief Executive Officer and Chairman of the Board of Directors.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION
------------------------ OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION
- ------------------------------------------------------ ------ --------- ------- ------------

Patrick A. DePaolo, President, Chief Executive Officer
and Chairman of the Board of Directors................ 1996 $50,402 0 $2,234(1)
1995 $82,288 0 0
1994 $68,652 0 0

(1) Deferred compensation.

STOCK OPTION PLAN

The Company's 1997 Stock Option Plan (the "Plan") was approved by the
Company's Board of Directors and stockholders in February 1997. Options
granted under the Plan may include those qualified as incentive stock options
under Section 422 of the Internal Revenue Code of 1986, as amended, as well
as non-qualified options. Employees as well as other individuals, such as
outside directors, who provide necessary services to the Company are eligible
to participate in the Plan. Non-employees and part-time employees may receive
only non-qualified stock options. The maximum number of shares of Common
Stock for which options may be granted under the Plan is 450,000 shares.
Following the closing of this offering, the Company will issue Mr. DePaolo an
option to purchase 150,000 shares which will expire no later than April 30,
2002, exercisable at $7.50 per share only at such time as the Company's
audited financial statements show after tax net income equal to or exceeding
$0.15 per share.

The Plan is administered by a Compensation Committee of the Board of
Directors (the "Committee") which may consist of the entire Board of
Directors or a subcommittee thereof. Messrs. DePaolo and Milton are the
current members. The Committee has wide latitude in determining the
recipients of options and numerous other terms and conditions of the options.

However, prior to the issuance of any option, the Company must provide to
the Representative (i) an opinion of a reputable investment banking firm
acceptable to the Representative stating that the consideration being paid
for the acquisition of securities is fair from a financial point of view if
such option is issued with an exercise price below the current market price,
and (ii) a signed lock-up agreement pursuant to which the intended recipient
agrees not to publicly sell any shares owned by them for a period of the
latter of two years from the date of this Prospectus and six months from
issuance.

The exercise price for shares purchased upon the exercise of non-qualified
options granted under the Plan is determined by the Committee. The exercise
price of an incentive stock option must be at least equal to the fair market
value of the Common Stock on the date such option is granted (110% of the
fair market value for stockholders who, at the time the option is granted,
own more than 10% of the total combined classes of stock of the Company or
any subsidiary). No employees may be granted incentive stock options in any
year for shares having a fair market value, determined as of the date of
grant, in excess of $100,000.

No option may have a term of more than ten years (five years for 10% or
greater stockholders). Options generally may be exercised only if the option
holder remains continuously associated with the Company or a subsidiary from
the date of grant to the date of exercise. However, options may be exercised
upon termination of employment or upon the death or disability of any
employee within certain specified periods.

INDEMNIFICATION AND EXCULPATION PROVISIONS

The Company's Amended and Restated Certificate of Incorporation limit the
liability of its directors to the fullest extent permitted by the Delaware
Business Corporation Law. Specifically, directors of the Company will not be
personally liable for monetary damages for breach of fiduciary duty as
directors, except for liability for (i) any breach of the duty of loyalty to
the Company or its stockholders, (ii) acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, (iii) acts
falling under Section 174 of the General Corporation Law of the State of
Delaware or (iv) any transaction from which the director derives an improper
personal benefit. Liability under federal securities law is not limited by
the Restated Certificate.

The Delaware Business Corporation Law states that the Company may
indemnify any director, officer or employee made or threatened to be made a
party to a proceeding, by reason of the former or present official capacity
of the person, against judgments, penalties, fines, settlements and
reasonable expenses incurred by the person in connection with the proceeding
if certain statutory standards are met. "Proceeding" means a threatened,
pending or completed civil, criminal, administrative, arbitration or
investigative proceeding, including a derivative action in the name of the
Company. Reference is made to the detailed terms of the Delaware
indemnification statute for a complete statement of such indemnification
rights. The Company's Restated Bylaws require the Company to provide
indemnification to the fullest extent allowed in the indemnification statute.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company is aware that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.

CERTAIN TRANSACTIONS

The Company is indebted to Patrick A. DePaolo, the Chairman, Chief
Executive Officer, President and controlling stockholder in the amount of
$121,184 for working capital and equipment purchase loans made in 1993 and
1995. Such loans are accruing interest at rates between 6.00% to 8.00%. While
such loans are payable upon demand by their respective terms, actual payment
of principal and interest is prohibited by the terms of the Company's senior
commercial loan agreement until such bank loan is paid in full. In addition,
Mr. DePaolo has agreed with the Representative not to repay any of such loans
out of the proceeds of this offering or prior to July 31, 1998 without the
prior consent of the Representative.

Pastanch L.L.C. ("Pastanch"), which is owned by members of the DePaolo
family, has provided financing in the forms of leases and the purchase of
certain processing equipment used by the Company. One lease is for a period
of two years ending April 30, 1998 and provides for a monthly rental of
$2,200. The Company has an option to purchase the equipment at the end of the
term at its then fair market value. This equipment was purchased by Pastanch
and leased to the Company in order to maintain compliance by the Company with
certain bank loan covenants restricting capital expenditures. In addition,
Pastanch has purchased other processing equipment needed by the Company to
meet current production and sampling requirements and has agreed to sell this
equipment at its total cost of $80,000 for cash to be paid following the
closing of this offering. Pastanch may from time to time offer additional
equipment to Discas at fair market prices in conjunction with Pastanch's
business as an investor/dealer in capital equipment.

Patrick A. DePaolo owns 8% of J-Von Group, L.L.C. ("J-Von"), a compounder
of thermoplastic elastomers, primarily for the footwear industry, to which
the Company sold $128,000 of feedstocks in fiscal 1996 and $213,000 in fiscal
1995, and from which the Company purchased approximately $650,000 of finished
goods in fiscal 1996 and $1,054,000 in fiscal 1995. The Company has a
non-competition agreement with J-Von pursuant to which the Company and J-Von
have each agreed not to make sales of virgin styrenic SBS and SEBS
thermoplastic elastomers to certain principal customers of the other. The
business of J-Von may be considered to be competitive with the TPE product
lines of the Company. Mr. DePaolo is a director of, but does not have a
management function with, J-Von, which is privately held. John Carroll, a
director of the Company, is a managing member of J-Von.

The Company borrowed $375,000 from Mantis V, L.L.C. in 1996 and early 1997
pursuant to three notes bearing interest at 8% due July 1998. Such loans were
used to fund the Company's working capital needs subsequent to the Christie
Acquisition. In conjunction with the funding of such loans, Messrs. Asher
Bernstein and Alan Milton, who are members of Mantis V, L.L.C., were elected
to the Board of Directors of the Company. The Company intends to prepay such
loan at such time as it completes a refinancing of its commercial bank debt
with a total loan availability of at least $1,000,000 and in no event may the
Company repay such loan prior to 110 days following the date of this
Prospectus. The Company also pays Mantis Holdings, Inc., the managing member
of Mantis V, L.L.C., a monthly

consulting fee of $3,500 for financial and management consulting and advisory
services pursuant to a two-year agreement. The Company paid Mantis Holdings,
Inc. an engagement fee of $15,000 at inception of the agreement. Mantis
Holdings, Inc. waived its monthly fees for the first three months of the
agreement.

The Company believes that all of the transactions set forth above were
made on terms no less favorable to the Company than could have been obtained
from unaffiliated third parties. The Company has adopted a policy that all
future transactions, including loans between the Company and its officers,
directors, principal stockholders and their affiliates will be approved by a
majority of the Board of Directors, including a majority of the independent
and disinterested outside directors on the Board of Directors, and will
continue to be on terms no less favorable to the Company than could be
obtained from unaffiliated third parties and be made for bona fide business
purposes.

PRINCIPAL STOCKHOLDERS

The following table sets forth information with respect to the beneficial
ownership of the Common Stock as of the date of this Prospectus, as adjusted
to reflect the sale of the Common Stock by the Company pursuant to this
offering, and by (i) each person known by the Company to own beneficially
more than 5% of the outstanding Common Stock; (ii) each director of the
Company, and (iii) all officers and directors as a group. Except as otherwise
indicated below, each of the entities or persons named in the table has sole
voting and investment powers with respect to all shares of Common Stock
beneficially owned by it or him as set forth opposite its or his name.

SHARES
BENEFICIALLY PERCENT OWNED PERCENT OWNED
NAME AND ADDRESS (3) OWNED (1)(2) PRIOR TO OFFERING AFTER OFFERING
- -------------------------------------------------- -------------- ----------------- --------------

Patrick A. DePaolo, Sr.(4) ........................ 2,164,981 93.9% 66.3%
Mantis V, L.L.C.(5)
c/o Mantis Holdings, Inc.
250 Park Avenue
New York, New York 10177 ......................... 449,500 19.2% 13.6%
Alan Milton(5)
c/o Mantis Holdings, Inc.
250 Park Avenue
New York, New York 10177 ......................... 449,500 19.2% 13.6%
Asher Bernstein(5)
380 Lexington Avenue
New York, NY...................................... 449,500 19.2% 13.6%
Christie Enterprises, Inc.(6)
80 Market Street
Kenilworth, New Jersey 07033 ..................... 160,000 6.6% 4.7%
Stephen P. DePaolo................................. 30,969 1.4% *
Thomas R. Thomaszek ............................... -0- -0- -0-
John Carroll ...................................... -0- -0- -0-
Ron Pettirossi .................................... -0- -0- -0-
Al Moreno ......................................... -0- -0- -0-
All officers and directors as a group (7 persons) 2,297,200 96.1% 68.5%

- ------------
(1) Except as otherwise noted, the persons named have sole voting and
investment power with respect to all shares beneficially owned by them.
(2) For purposes of this table, a person or group of persons is deemed to
have "beneficial ownership" of any shares that such person or group has
the right to acquire within 60 days after such date and for purposes of
computing the percentage of outstanding shares held by each person or
group on a given date, such shares are deemed to be outstanding.

(3) Unless as otherwise indicated, the address of each beneficial owner is
c/o Discas, Inc., 567-1 South Leonard Street, Waterbury, CT 06708.
(4) This amount includes 1,546,392 shares held in Patrick A. DePaolo's
name, 271,285 shares held in a family limited liability company,
warrants to purchase 50,000 shares of Common Stock at $2.25 per share,
263,250 shares of the 364,500 shares owned by Mantis V, L.L.C. and
34,054 shares owned by four other stockholders which Mr. DePaolo has
the right to vote pursuant to a voting trust for a period of five
years.
(5) Alan Milton and Asher Bernstein, directors of the Company, have a
beneficial interest in Mantis V, L.L.C. The number of shares includes
warrants to purchase 85,000 shares of Common Stock at $2.25 per share.
263,250 of the 364,500 shares owned by Mantis V, L.L.C. are held in a
voting trust, granting voting rights to Patrick A. DePaolo for a period
of five years.
(6) Issuable upon conversion of a note in the principal amount of
$1,000,000 convertible into 160,000 shares of Common Stock upon closing
of this offering.

CONCURRENT OFFERING

The registration statement of which this Prospectus forms a part also
includes a prospectus with respect to an offering by the Selling
Securityholders of 800,000 Selling Securityholder Warrants, which are
identical to Warrants being offered by the Company herein, and the Common
Stock issuable upon exercise of the Selling Securityholder Warrants. The
Selling Securityholder Warrants are being issued to the Selling
Securityholders as of the date of this Prospectus upon the automatic
conversion of all of the Company's outstanding Bridge Warrants. These Selling
Securityholder Warrants are identical to the Warrants offered hereby. All of
the Selling Securityholder Warrants issued upon conversion of the Bridge
Warrants and the Common Stock issuable upon the exercise of the Warrants will
be registered, at the Company's expense, under the Securities Act, and are
expected to become tradeable without further registration following the
expiration or termination of the "lock -up" agreement described below.

The Selling Securityholder Warrants are subject to two contractual
restrictions which state that (i) the Selling Securityholder Warrants may not
be exercised until 13 months from the date of this Prospectus and (ii) the
Selling Securityholder Warrants or the Common Stock issuable upon exercise of
the Selling Securityholder Warrants may not be sold, assigned, pledged,
hypothecated or otherwise disposed of until 24 months after the closing of
the offering without the prior written consent of the Representative. After
the 24 month period following the closing of the offering, the Selling
Securityholders may sell the Selling Securityholder Warrants or the Common
Stock issuable upon exercise of the Selling Securityholder Warrants without
restriction if a current prospectus relating to such Selling Securityholder
Warrants and the Common Stock issuable upon exercise of the Selling
Securityholder Warrants is in effect and the securities are qualified for
sale under any applicable state laws. The Company will not receive any
proceeds from the sale of the Selling Securityholder Warrants. Sales of
Selling Securityholder Warrants issued upon conversion of Bridge Warrants or
the securities underlying such Selling Securityholder Warrants or even the
potential of such sales could have an adverse effect on the market prices of
the Common Stock and the Warrants.

There are no material relationships between any of the Selling
Securityholders and the Company, nor have any such material relationships
existed within the past three years. The Company has been informed by the
Representative that there no agreements between the Representative and any
Selling Securityholder regarding the distribution of the Selling
Securityholder Warrants or the underlying securities.

The sale of the securities by the Selling Securityholders may be effected
from time to time in transactions (which may include block transactions by or
for the account of the Selling Securityholders) in the over-the-counter
market or in negotiated transactions, a combination of such methods of sale
or otherwise. Sales may be made at fixed prices which may be changed, at
market prices in negotiated transactions, a combination of such methods of
sale or otherwise.

Selling Securityholders may effect such transactions by selling their
securities directly to purchasers, through broker-dealers acting as agents
for the Selling Securityholders or to broker-dealers who may purchase shares
as principals and thereafter to sell the securities from time to time in the
over-the-counter

market, in negotiated transactions or otherwise. Such broker-dealers, if any,
may receive compensation in the form of discounts, concessions or commissions
from the Selling Securityholders and/or the purchasers for whom such
broker-dealer may act as agent or to whom they may sell as principals or
otherwise (which compensation as to a particular broker-dealer may exceed
customary commissions).

The Company has agreed not to solicit Warrant exercises other than through
the Representative, unless the Representative declines to make such
solicitation. The Company will not be obligated to compensate the
Representative for Warrants which are exercised within the twelve months
following the date of this Prospectus. Upon any exercise of the Warrants
after the first anniversary of the date of this Prospectus, the Company will
pay the Representative a fee of seven percent (7%) of the aggregate exercise
price of the Warrants. No commission will be paid to the Representative
unless such payment is permissible under the guidelines imposed by the
National Association of Securities Dealers, Inc.

The SEC adopted Regulation M on March 4, 1997 which replaced Rule 10b-6
and certain other rules and regulations under the Exchange Act. Regulation M
prohibits any person engaged in the distribution of the Selling
Securityholders Warrants from simultaneously engaging in market-making
activities with respect to any securities of the Company during the
applicable "cooling-off" period (one to five business days) prior to the
commencement of such distribution. Accordingly, in the event the
Representative is engaged in a distribution of the Selling Securityholder
Warrants, such firm will not be able to make a market in the Company's
securities during the applicable restrictive period. However, the
Representative has not agreed to and is not obligated to act as broker-dealer
in the sale of the Selling Securityholder Warrants and the Selling
Securityholders may be required, in the event the Representative is a
market-maker, to sell such securities through another broker-dealer. In
addition, each Selling Securityholder desiring to sell Selling Securityholder
Warrants will be subject to the applicable provisions of the Exchange Act and
the rules and regulations thereunder, which provisions may limit the timing
of the purchases and sales of the Company's securities by a Selling
Securityholder.

The holders and broker-dealers, if any, acting in connection with such
sales might be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act and any commission received by them and any
profit on the resale of the securities might be deemed to be underwriting
discount and commissions under the Securities Act.

DESCRIPTION OF SECURITIES

COMMON STOCK

The Company is authorized to issue 20,000,000 shares of Common Stock,
$.0001 par value per share. As of the date of this Prospectus, 2,254,500
shares of Common Stock are outstanding. There are also outstanding warrants
to purchase 135,000 shares of Common Stock at $2.25 per share and outstanding
Bridge Warrants to purchase 800,000 shares of Common Stock at $5.00 per
share. There is a convertible promissory note payable to Christie
Enterprises, Inc. currently outstanding which will be converted into 160,000
shares of Common Stock upon closing of this offering. In addition, the
Company has reserved an aggregate of 450,000 shares to be issued pursuant to
its 1997 Stock Option Plan. The Board of Directors has authorized the
reservation of a sufficient number of shares of Common Stock for issuance in
connection with the exercise of the Warrants being issued in this offering
and the Concurrent Offering.

Each holder of Common Stock is entitled to one vote for each share of
Common Stock owned of record on all matters to be voted on by stockholders,
including the election of directors. Because the Common Stock is not subject
to cumulative voting, the holders of more than 50% of the outstanding shares
of Common Stock could generally elect the entire membership of the Board of
Directors. The holders of shares of Common Stock are, subject to the prior
liquidation rights of any outstanding shares of preferred stock of the
Company (the "Preferred Stock"), entitled upon dissolution of the Company, to
receive pro rata all assets remaining available for distribution to
stockholders. The Common Stock has no pre-emptive or other subscription
rights, and there are no conversion rights or redemption provisions with
respect to such shares. All outstanding shares of Common Stock are and all
Common Stock to be issued upon the exercise of the Warrants will be validly
issued, fully paid and non-assessable.

The holders of Common Stock are entitled to receive such dividends, if
any, as may be declared from time to time by the Board of Directors, in its
discretion, from funds legally available therefor. The Company has never paid
dividends on its Common Stock and it currently intends to retain all earnings
for use in its operations and does not expect to pay dividends on its Common
Stock in the foreseeable future. Further, the Company's current senior credit
agreement prohibits the payment of cash dividends.

PREFERRED STOCK

The Company is authorized to issue 5,000,000 shares of Preferred Stock,
$0.01 par value per share, in series and with rights, preferences, privileges
and limitations established solely by the Board of Directors. No shares of
Preferred Stock are currently outstanding. The issuance of Preferred Stock in
the future could materially dilute the interests of the holders of the Common
Stock, including limitations on voting rights, dividends, and distributions
on liquidation of the Company, all without any further vote or other action
by the holders of the Common Stock.

WARRANTS

Upon issuance, each Warrant and each Selling Securityholder Warrant will
entitle the registered holder thereof to purchase one share of Common Stock
at a price of $5.00 per share, subject to adjustment in certain
circumstances. The Warrants will be initially exercisable thirteen months
from the date of this Prospectus and shall expire four years from the date it
becomes exercisable.

The Company may call the Warrants for redemption, at the option of the
Company, at a price of $.10 per Warrant at any time following 13 months from
the date of this Prospectus after the Common Stock of the Company trades at a
price equal to 150% of the exercise price of the Warrants for 20 consecutive
trading days, upon not less than 30 days' prior written notice. The
warrantholders shall have exercise rights until the close of business on the
date fixed for redemption.

The exercise price and number of shares of Common Stock issuable on
exercise of the Warrants are subject to adjustments under certain
circumstances, including in the event of a stock dividend, recapitalization,
reorganization, merger or consolidation of the Company. However, the Warrants
are not subject to adjustment for issuances of Common Stock at a price below
the Warrants' exercise price.

The Company has the right, in its sole discretion, to decrease the
exercise price of the Warrants or to extend the expiration date of the
Warrants on five business days' prior written notice to the warrantholders.

The Warrants may be exercised upon surrender of the Warrant certificate on
or prior to the expiration date of the Warrants at the offices of the warrant
agent, with the exercise form on the reverse side of the Warrant certificate
completed and executed as indicated, accompanied by full payment of the
exercise price (by certified check or other good funds, payable to the
warrant agent) to the warrant agent for the number of Warrants being
exercised. The warrantholders do not have the rights or privileges of holders
of Common Stock, including, without limitation, the right to vote on any
matter presented to stockholders for approval.

No fractional shares will be issued upon exercise of the Warrants. However
the Company will pay to such warrantholder, in lieu of the issuance of any
fractional share which is otherwise issuable to such warrantholder, an amount
in cash based on the market value of the Common Stock on the last trading day
prior to the exercise date.

DELAWARE ANTI-TAKEOVER LAW

Certain provisions of the Company's Certificate of Incorporation and
Bylaws, as amended, may have the effect of preventing, discouraging or
delaying any change in the control of the Company and may maintain the
incumbency of the Board of Directors and management. The authorization of
undesignated preferred stock makes it possible for the Board of Directors to
issue preferred stock with voting or other rights or preferences that could
impede the success of any attempt to change control of the Company.

The Company is subject to the provisions of Section 203 of the Delaware
General Corporation Law (the "Antitakeover Law") regulating corporate
takeovers. The Antitakeover Law prevents certain Delaware corporations,
including those whose securities are authorized for quotation on The NASDAQ
Stock Market (which includes the NASDAQ SmallCap Market), from engaging,
under certain circumstances, in a "business combination" (which includes a
merger or sale of more than 10% of the corporation's assets) with any
"interested stockholder" (a stockholder who acquired 15% or more of the
corporation's outstanding voting stock without the prior approval of the
corporation's Board of Directors) for three years following the date that
such stockholder became an "interested stockholder." A Delaware corporation
may "opt out" of the Antitakeover Law with an express provision in its
original certificate of incorporation or an express provision in its
certificate of incorporation or bylaws resulting from a stockholders'
amendment approved by at least a majority of the outstanding voting shares.
The Company has not "opted out" of the application of the Antitakeover Law.

TRANSFER AGENT, REGISTRAR AND WARRANT AGENT

The transfer agent and registrar for the Common Stock and the warrant
agent for the Warrants, the Selling Securityholder Warrants and the
Representative's Warrants is American Stock Transfer & Trust Company.

SHARES ELIGIBLE FOR FUTURE SALE

DePaolo, Sr., Steven DePaolo and a DePaolo family limited liability company,
all affiliates of the Company, are tradeable as of the date of this
Prospectus, although all of the aforementioned shares with the exception of
those set forth in (iii) will not be freely tradeable for two years from the
date of this Prospectus without the prior written consent of the
Representative pursuant to "lock-up" agreements each shareholder will have
entered into with the Representative prior to the closing of this offering.
These securities were deemed to be "restricted securities" at the time they
were purchased, as that term is defined under Rule 144 promulgated under the
Securities Act, as such shares were issued in private transactions not
involving a public offering.

In general, under Rule 144 as recently modified (which modifications
became effective April 29, 1997), subject to the satisfaction of certain
other conditions, a person, including an affiliate of the Company (or persons
whose shares are aggregated), who has beneficially owned the restricted
shares of Common Stock to be sold for at least one year is entitled to sell,
within any three-month period, a number of shares that does not exceed the
greater of 1% of the total number of outstanding shares of the same class or,
if the Common Stock is quoted on an exchange or NASDAQ, the average weekly
trading volume during the four calendar weeks preceding the sale. A person
who has not been an affiliate of the Company for at least the three months
immediately preceding the sale and who has beneficially owned the shares of
Common Stock to be sold for at least two years is entitled to sell such
shares under Rule 144 without regard to any of the limitations described
above.

Prior to this offering, there has been no market for the Common Stock, and
no prediction can be made as to the effect, if any, that market sales of
restricted shares of Common Stock or the availability of such shares for sale
will have on the market prices prevailing from time to time. Nevertheless,
the possibility that substantial amounts of Common Stock may be sold in the
public market would likely adversely affect prevailing market prices for the
Common Stock and could impair the Company's ability to raise capital through
the sale of its equity securities.

UNDERWRITING

Under to the terms and conditions contained in the Underwriting Agreement,
the Company has agreed to sell to each of the Underwriters named below, for
whom Roan Capital Partners L.P. is acting as the Representative, and each of
the Underwriters has severally agreed to purchase from the Company the
respective number of shares of Common Stock and Warrants set forth opposite
its name below.

NUMBER OF
SHARES AND
UNDERWRITER WARRANTS
- --------------------------- ------------

Roan Capital Partners L.P.
------------
Total ...................... 800,000
============

The Underwriters are committed to purchase and pay for all of the shares
of Common Stock and all of the Warrants offered hereby if any such shares of
Common Stock or Warrants are purchased. The shares of Common Stock and
Warrants are being offered by the Underwriters subject to prior sale, when,
as and if delivered to and accepted by the Underwriters, and subject to
approval of certain legal matters by counsel and certain other conditions.

All stockholders of the Company as of the date of this Prospectus
(including Patrick A. DePaolo, Sr. and the investors in the Bridge Financing)
will have entered into "lock-up" agreements with the Representative prior to
the closing of this offering, pursuant to which the stockholders will not
sell or transfer any of the Company's securities without the prior written
consent of the Representative for a 24 month period.

The Underwriters have advised the Company that they propose to offer the
shares of Common Stock and the Warrants to the public at the initial public
offering price set forth on the cover page of this Prospectus. The
Underwriters may allow to certain dealers who are members of the National
Association of Securities Dealers, Inc. (the "NASD") concessions, not in
excess of $. per share of Common Stock and $. per Warrant, of which not in
excess of $. per share of Common Stock and $. per Warrant may be reallowed to
other dealers which are members of the NASD.

The Company has granted to the Underwriters an option, exercisable for 45
days from the date of this Prospectus, to purchase up to an aggregate of
120,000 additional shares of Common Stock and 120,000 additional Warrants at
the initial public offering price set forth on the cover page hereof less
underwriting discounts and commissions. The Underwriters may exercise such
option in whole or, from time to time, in part, solely for the purpose of
cover over-allotments, if any, made in connection with the sale of the shares
of Common Stock and the Warrants offered hereby.

The Company has agreed to pay the Representative a nonaccountable expense
allowance of three percent (3%) of the gross proceeds of this offering, of
which $40,000 has been paid to date. The Company has also agreed to pay all
expenses in connection with qualifying the shares of Common Stock and the
Warrants offered hereby for sale under the laws of such states as the
Underwriters may designate, including expenses of counsel retained for such
purpose by the Underwriters.

The Company has agreed to sell to the Representative or its designees, for
aggregate consideration of $10, warrants (the "Representative's Warrants") to
purchase up to 80,000 shares of Common Stock at an exercise price of $6.75
per share and 80,000 Warrants at an exercise price of $.14 per Warrant. The
Representative's Warrants may not be exercised for one year from the date of
this Prospectus, and will then be exercisable for a period of four years and
will expire five years from the date of this Prospectus (the "Warrant
Exercise Term"). During the Warrant Exercise Term, the holders of the
Representative's Warrants are given, at nominal cost, the opportunity to
profit from a rise in the market price of the Company's Common Stock. The
Company has agreed that for three years following the date of this
Prospectus, the Company will not merge, reorganize or take any other action
which would terminate the Representative's Warrants without first making
adequate provisions for the Warrants. The Representative's Warrants may not
be redeemed by the Company at the Company's option. To the extent that the
Representative's Warrants are exercised, dilution to the interests of the
Company's stockholders may occur. Further, the terms upon which the Company
will be able to obtain additional equity capital will be adversely affected
since the holders of the Representative's Warrants can be expected to
exercise them at a time when the Company would, in all likelihood, be able to
obtain any needed capital on terms more favorable to the Company than those
provided in the Representative's Warrants. The Company has agreed that upon
written request of the then holders of at least a majority of the
Representative's Warrants made at any time within the period commencing one
year and ending five years after the date of this Prospectus, it will file a
registration or offering statement on Form SB-2 or other appropriate form
under the Securities Act registering the securities underlying the
Representative's Warrants.

The Company has also agreed to indemnify the Underwriters against certain
civil liabilities, including liabilities under the Securities Act.

At the closing of this offering, the Company will enter into a consulting
agreement with the Representative retaining them as management and financial
consultants to the Company for a two-year period commencing as of December
17, 1996 at a fee equal to $3,558.33 per month, or $85,300, which will be
paid up on the Closing of this offering.

The Company has also agreed that, upon completion of this offering, it
will for a period of three years if requested by the Representative (i)
engage a designee of the Representative as an advisor of its Board of
Directors or (ii) elect one of the Representative's designees to its Board of
Directors.

The Company has also granted the Representative a right of first refusal
for a period of three years from the date of this Prospectus for any public
or private offering of securities to raise capital and sale of securities to
be made by the Company, except for offerings which will provide the Company
with proceeds in excess of $20,000,000.

Upon the exercise of the Warrants commencing one year from the date of
this Prospectus, the Company will pay the Representative a fee of 7% of the
aggregate exercise price if (i) the market price of its Common Stock on the
date the Warrant is exercised is greater than the then exercise price of the
Warrants; (ii) the exercise of the Warrant was solicited by a member of the
NASD and the customer states in writing that the transaction was solicited
and designates in writing the broker-dealer to receive

compensation for the exercise; (iii) the Warrant is not held in a
discretionary account; (iv) disclosure of compensation arrangements was made
both at the time of the offering and at the time of the exercise of the
Warrants; and (v) the solicitation of exercise of the Warrant was not in
violation of Regulation M promulgated under the Exchange Act.

In connection with this offering, the Representative and its affiliates
may engage in transactions that stabilize, maintain or otherwise affect the
market price of the Common Stock or the Warrants. Such transactions may
include stabilization transactions effected in accordance with Rule 104 of
Regulation M, pursuant to which such persons may bid or purchase Common Stock
or Warrants for the purpose of stabilizing its market price. The
Representative may also create a short position for the account of the
Representative by selling more Common Stock and Warrants in connection with
the offering than they are committed to purchase from the Company, and in
such case may purchase Common Stock or Warrants in the open market following
completion of the offering to cover all or a portion of such short position.
The Representative may also cover all or a portion of such short position, up
to 120,000 shares of Common Stock and 120,000 Warrants, by exercising the
over-allotment option referred to herein. Any of the transactions described
in this paragraph may result in the maintenance of the price of the Common
Stock and the price of the Warrants at a level above that which might
otherwise prevail in the open market. None of the transactions described in
this paragraph is required, and, if they are undertaken, they may be
discontinued at any time.

Regulation M may prohibit the Representative or any other soliciting
broker-dealer from engaging in market-making activities with regard to the
Company's securities for the period from five business days prior to any
solicitation by the Representative of the exercise of Warrants until the
later of the termination of such solicitation activity or the termination (by
waiver or otherwise) of any right that the Representative may have to receive
a fee for the exercise of the Warrants following such solicitation. As a
result, the Representative may be unable to provide a market for the
Company's securities during certain periods while the Warrants are
exercisable.

Prior to this offering, there has been no public trading market for the
Common Stock or the Warrants. Consequently, the initial public offering price
of the Common Stock and the Warrants have been determined by negotiations
between the Company and the Representative. Among the factors considered in
determining the initial public offering price were the Company's financial
condition and prospects, market prices of similar securities of comparable
publicly traded companies, certain financial and operating information of
companies engaged in activities similar to those of the Company and the
general conditions of the securities market.

LEGAL MATTERS

Epstein Becker & Green, P.C., 250 Park Avenue, New York, New York has
acted as counsel to the Company in connection with this offering. Gusrae,
Kaplan & Bruno, 120 Wall Street, New York, New York has acted as counsel for
the Underwriters in connection with this offering. Richard L. Campbell,
special counsel to Epstein Becker & Green, P.C., is an affiliate of Mantis V,
L.L.C., which is the owner of 364,500 shares of the Company's Common Stock
and of warrants to purchase 85,000 shares of the Company's Common Stock at
$2.25 per share.

EXPERTS

The consolidated financial statements of Discas, Inc. and of Christie
Enterprises, Inc. included in this Prospectus have been audited by Jump,
Green, Holman and Company, independent certified public accountants, to the
extent and for the periods set forth in their reports appearing elsewhere
herein, and are included in reliance upon such reports given upon the
authority of said firm as experts in auditing and accounting. Jump, Green,
Holman and Company have not examined or expressed any view whatsoever on the
unaudited consolidated financial statements of the Company appearing
elsewhere herein.

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement (the "Registration Statement") under
the Securities Act with respect to the securities offered hereby. This
Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information with
respect to the Company and this offering, reference is made to the
Registration Statement, including the exhibits and schedules filed therewith.
A copy of the Registration Statement may be inspected without charge at the
Commission's principal office in Washington, D.C., and copies of all or any
part of the Registration Statement may be obtained from the Public Reference
Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549,
upon payment of certain fees prescribed by the Commission. In addition, the
Commission maintains a Web site (http://www.sec.gov) that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the Commission through the Electronic Data
Gathering, Analysis and Retrieval System ("EDGAR"). The Registration
Statement of which this Prospectus forms a part has been filed electronically
through EDGAR and may be retrieved through the Commission's Web site on the
Internet. Descriptions contained in this Prospectus as to the contents of any
agreement or other documents filed as an exhibit to the Registration
Statement are not necessarily complete and each such description is qualified
by reference to such agreement or document.

Upon consummation of this offering, the Company will become subject to the
reporting requirements of the Exchange Act and in accordance therewith will
file reports, proxy statements and other information with the Commission. The
Company intends to furnish its stockholders with annual reports containing
audited financial statements and such other reports as the Company deems
appropriate or as may be required by law.

DISCAS, INC.

INDEX TO FINANCIAL STATEMENTS

PAGE
NUMBER
----------

INDEPENDENT AUDITOR'S REPORT--DISCAS, INC. AND SUBSIDIARY ......... F-2
CONSOLIDATED BALANCE SHEETS AS OF APRIL 30, 1996 AND AS OF JANUARY
31, 1997 (UNAUDITED).............................................. F-3
CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS
ENDED APRIL 30, 1995 AND 1996, AND FOR THE NINE MONTHS ENDED
JANUARY 31, 1996 AND 1997 ........................................ F-4
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE
YEARS ENDED APRIL 30, 1995 AND 1996, AND FOR THE NINE MONTHS
ENDED JANUARY 31, 1997 (UNAUDITED)................................ F-5
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS
ENDED APRIL 30, 1995 AND 1996, AND FOR THE NINE MONTHS ENDED
JANUARY 31, 1996 AND 1997 (UNAUDITED)............................. F-6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS......................... F-8
INDEPENDENT AUDITOR'S REPORT--CHRISTIE ENTERPRISES, INC. .......... F-16
BALANCE SHEET AS OF OCTOBER 31, 1996............................... F-17
STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1995 AND
FOR THE TEN MONTHS ENDED OCTOBER 31, 1996......................... F-18
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR
THE YEAR ENDED DECEMBER 31, 1995 AND THE TEN MONTHS ENDED OCTOBER
31, 1996.......................................................... F-19
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED
DECEMBER 31, 1995 AND FOR THE TEN MONTHS ENDED OCTOBER 31, 1996 .. F-20
NOTES TO FINANCIAL STATEMENTS...................................... F-22
DISCAS INC. AND SUBSIDIARIES PRO FORMA CONDENSED COMBINED BALANCE
SHEET AS OF APRIL 30, 1996 (UNAUDITED)............................ F-26
DISCAS INC. AND SUBSIDIARIES PRO FORMA CONDENSED COMBINED
STATEMENTS OF INCOME FOR THE YEAR ENDED APRIL 30, 1996
(UNAUDITED) AND THE NINE MONTHS ENDED JANUARY 31, 1997
(UNAUDITED)....................................................... F-27
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS .... F-28

F-1

[JUMP, GREEN, HOLMAN AND COMPANY LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

The Stockholders
Discas Inc. and Subsidiary:

We have audited the accompanying consolidated balance sheet of Discas Inc.
and Subsidiary as of April 30, 1996 and related consolidated statements of
income, changes in stockholders' equity and cash flows for the two years
ended April 30, 1995 and 1996. These financial statements are the
responsibility of Discas, Inc. and Subsidiary's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatements. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Discas, Inc. and
Subsidiary as of April 30, 1996 and the results of their operations and its
cash flows for the two years ended April 30, 1995 and 1996 in conformity with
generally accepted accounting principles.

JUMP, GREEN, HOLMAN AND COMPANY

January 17, 1997
Toms River, NJ

F-2

DISCAS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS

ASSETS
APRIL 30, JANUARY 31,
1996 1997
------------ -------------
(UNAUDITED)

Current assets:
Cash.................................................................. $ 183,546 32,609
Accounts receivable................................................... 490,118 969,954
Inventory............................................................. 547,675 879,405
Prepaid expenses...................................................... 12,722 5,619
Deferred taxes........................................................ 5,000 5,000
------------ -------------
Total current assets................................................. 1,239,061 1,892,587
------------ -------------
Property and equipment (net)........................................... 417,105 1,722,274
------------ -------------
Other assets........................................................... 94,062 644,558
------------ -------------
$1,750,228 4,259,419
============ =============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable...................................................... 280,486 997,949
Accrued expenses...................................................... 27,470 57,660
Income taxes payable.................................................. -- --
Line of credit........................................................ 280,000 280,000
Current portion of capital leases .................................... 20,755 21,000
Current portion of long-term debt..................................... 117,416 404,833
------------ -------------
Total current liabilities............................................ 726,127 1,761,442
------------ -------------
Capital leases, excluding current portion.............................. 12,757 7,646
Long-term debt, excluding current portion.............................. 362,773 1,805,681
Officer loan........................................................... 121,184 121,184
Deferred taxes......................................................... 41,000 41,000

Minority interest...................................................... 82,979 --

Stockholders' equity:
Common stock, $.0001 par value, 12,000,000 shares authorized,
1,813,377 shares issued and outstanding (2,254,500 at January 31,
1997)................................................................ 189 225
Additional paid in capital............................................ 1,811 76,049
Retained earnings..................................................... 401,408 446,192
------------ -------------
Total stockholders' equity........................................... 403,408 522,466
------------ -------------
$1,750,228 4,259,419
============ =============

See accompanying notes to financial statements.

F-3

DISCAS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME

NINE MONTHS ENDED
YEAR ENDED APRIL 30, JANUARY 31,
1995 1996 1996 1997
------------ ----------- ----------- -----------
(UNAUDITED)

Sales........................ $3,749,564 3,858,205 3,283,040 3,550,394
Cost of sales................ 2,928,067 3,012,125 2,543,122 2,744,642
------------ ----------- ----------- -----------
Gross profit................ 821,497 846,080 739,918 805,752
Selling, general and
administrative expenses .... 642,401 698,946 612,128 739,162
------------ ----------- ----------- -----------
Income from operations ..... 179,096 147,134 127,790 66,590
------------ ----------- ----------- -----------
Other income (expense):
Other income................ 25,028 30,929 22,998 15,279
Interest.................... (65,940) (80,292) (64,478) (73,790)
------------ ----------- ----------- -----------
Net other expense........... (40,912) (49,363) (41,480) (58,511)
------------ ----------- ----------- -----------
Minority interest............ 23,155 23,841 2,207 36,705
------------ ----------- ----------- -----------
Earnings before income
taxes...................... 161,339 121,612 88,517 44,784
Income tax expense........... 44,155 0 21,600 0
------------ ----------- ----------- -----------
Net income.................. $ 117,184 121,612 66,917 44,784
============ =========== =========== ===========
Net income per share:
Primary..................... $ 0.05 0.05 0.03 0.03
============ =========== =========== ===========
Fully diluted............... $ 0.05 0.05 0.03 0.02
============ =========== =========== ===========

See accompanying notes to financial statements.

F-4

DISCAS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED APRIL 30, 1996 AND 1995
AND THE NINE MONTHS ENDED JANUARY 31, 1997

ADDITIONAL TOTAL
COMMON PAID IN RETAINED STOCKHOLDERS'
STOCK CAPITAL EARNINGS EQUITY
-------- ------------ ---------- ---------------

Balances, April 30, 1994.............. $181 1,819 162,612 164,612
Net income for the year ended
April 30, 1995....................... -- -- 117,184 117,184
-------- ------------ ---------- ---------------
Balances, April 30, 1995.............. 181 1,819 279,796 281,796
Net income for the year ended
April 30, 1996....................... -- -- 121,612 121,612
-------- ------------ ---------- ---------------
Balances, April 30, 1996.............. 181 1,819 401,408 403,408
Issuance of common stock.............. 36 27,964 -- 28,000
Contributions of minority interest ... 8 46,266 -- 46,274
Net income for the nine months ended
January 31, 1997..................... -- -- 44,784 44,784
-------- ------------ ---------- ---------------
Balances, January 31,1997
(unaudited).......................... $225 76,049 446,192 522,466
======== ============ ========== ===============

See accompanying notes to financial statements.

F-5

DISCAS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED JANUARY
YEAR ENDED APRIL 30, 31,
1995 1996 1996 1997
------------- ------------- ------------- -------------
(UNAUDITED)

Cash Flows from Operating Activities:
Cash received from customers ............ $ 3,429,895 4,092,786 3,527,468 3,085,837
Cash paid to suppliers and employees .... (3,469,089) (3,872,155) (3,351,701) (3,100,644)
Interest paid............................ (65,940) (77,742) (64,478) (73,790)
Income taxes paid........................ (1,100) (17,255) (28,655) --
------------- ------------- ------------- -------------
Net cash provided (used) by operating
activities............................ (106,234) 125,634 82,634 (88,597)
------------- ------------- ------------- -------------
Cash Flows from Investing Activities:
Purchases of fixed assets................ (26,574) (41,450) (41,450) (84,573)
------------- ------------- ------------- -------------

Net cash used by investing activities . (26,574) (41,450) (41,450) (84,573)
------------- ------------- ------------- -------------
Cash Flows from Financing Activities:
Principal payments on long-term debt .... (134,819) (115,631) (48,460) (108,641)
Proceeds from long-term debt............. -- 47,171 -- 350,000
Advances from shareholder................ 41,656 -- -- --
Principal payments on capital leases .... (4,237) (39,217) (31,217) (15,900)
Proceeds from credit line................ 110,000 170,000 170,000 --
Deferred financing costs................. -- -- -- (203,226)
------------- ------------- ------------- -------------

Net cash provided by financing
activities............................ 12,600 62,323 90,323 22,233
------------- ------------- ------------- -------------

Net increase (decrease) in cash ....... (120,208) 146,507 131,507 (150,937)
Cash at beginning of period .............. 157,247 37,039 37,039 183,546
------------- ------------- ------------- -------------
Cash at end of period..................... $ 37,039 183,546 168,546 32,609
============= ============= ============= =============

See accompanying notes to financial statements.

F-6

DISCAS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

NINE MONTHS ENDED
YEAR ENDED APRIL 30, JANUARY 31,
1995 1996 1996 1997
------------ ----------- ----------- -----------
(UNAUDITED)

Reconciliation of net income to cash provided
(used) by operating activities:
Net income................................... $ 117,184 121,612 66,917 44,784

Items which did not (provide) use cash:
Depreciation................................. 127,860 129,754 97,316 106,404
Amortization................................. 12,142 12,144 9,108 4,780
Bad debt expense (recovery).................. 20,823 (1,000) -- --
Minority interest............................ (23,155) (23,841) (2,207) (36,705)

Working capital changes which provided (used)
cash:
Accounts receivable.......................... (344,697) 207,430 221,430 (479,836)
Inventory.................................... (188,151) (6,920) 3,080 (331,730)
Other assets................................. (1,640) (47,366) (14,705) (85,029)
Prepaid expenses............................. 15,902 (6,442) 2,258 (3,918)
Accounts payable............................. 84,585 (247,001) (292,827) 717,463
Accrued expenses............................. 29,858 (5,681) (681) (24,810)
Income tax payable........................... 7,055 (7,055) (7,055) --

Non-current changes which provided cash:
Deferred taxes............................... 36,000 -- -- --
------------ ----------- ----------- -----------

Net cash provided (used) by operating
activities................................ $(106,234) 125,634 82,634 (88,597)
============ =========== =========== ===========
Schedule of non-cash investing and financing
activities:
Financed acquisitions........................ $ 88,000 -- -- 1,500,000
============ =========== =========== ===========
Debt issue costs............................. $ -- -- -- 28,000
============ =========== =========== ===========

See accompanying notes to financial statements.

F-7

DISCAS INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
INFORMATION WITH RESPECT TO THE NINE MONTHS ENDED
JANUARY 31, 1997 IS UNAUDITED

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. ORGANIZATION

The accompanying consolidated financial statements of Discas, Inc. and
Subsidiary ("the Company") present the accounts of Discas, Inc. and its
68.81% subsidiary, Discas Recycled Products Corporation (DRPC). Intercompany
transactions have been eliminated in the consolidation.

Discas, Inc. produces proprietary plastics and rubber compounds using a
variety of recycled and prime materials. DRPC uses industrial scrap material
to manufacture high quality recycled polypropylene based compounds.

The Company performs ongoing credit evaluations of its customers'
financial condition and generally, requires no collateral from its customers.
The Company believes the allowance for doubtful accounts is adequate to
absorb estimated losses as of April 30, 1996.

B. CASH AND CASH EQUIVALENTS

Cash and cash equivalents includes all cash balances and highly liquid
investments with a maturity of three months or less. The Company places its
temporary cash investments with high credit quality financial institutions.
At times such investments may be in excess of the FDIC insurance limits.

C. PROPERTY AND EQUIPMENT

Property and equipment are stated at cost and are depreciated over their
useful lives of 7 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.

D. INCOME TAXES

Income taxes are provided for the tax effects of transactions reported in
the financial statements and consist of taxes currently due plus deferred
taxes. Deferred taxes are recognized for differences between the basis of
assets and liabilities for financial statement and income tax purposes.
Deferred tax assets and liabilities represent future tax return consequences
of those differences, which will either be taxable or deductible when the
assets or liabilities are recovered or settled. Deferred taxes are also
recognized for operating losses and tax credits that are available to offset
future taxable income.

E. ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that effect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
period. Actual results could differ from these estimates.

F. FAIR VALUE OF FINANCIAL INSTRUMENTS

As of April 30, 1996, the carrying values of the Company's financial
instruments which are all held for non-trading purposes, approximated their
fair value.

F-8

DISCAS INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
INFORMATION WITH RESPECT TO THE NINE MONTHS ENDED
JANUARY 31, 1997 IS UNAUDITED

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

G. IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

Effective May 1, 1996 and January 1, 1997, the Company will be required to
adopt SFAS No. 121, "Accounting for the Impairment of Long Lived Assets and
for Long Lived Assets to be Disposed Of" and SFAS No. 125, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities". The Company believes that the adoption of these statements will
not have a material effect on the Company's financial position.

Effective May 1, 1996, the Company will be required to adopt SFAS No. 123,
"Accounting for Stock Based Compensation." The statement requires at a
minimum, new disclosures regarding employee and non-employee stock based
compensation plans. The Company has not yet determined whether it will
implement the fair value based accounting method or continue accounting for
stock options under APB Opinion No. 25.

H. INVENTORY

Inventory is stated at the lower of cost or market as determined by the
average cost method.

I. ECONOMIC DEPENDENCY

The Company sells a substantial portion of its product to two customers.
For the years ended April 30, 1996 and 1995, sales to those customers were
approximately $2,837,000 and $2,241,000, respectively. ($1,210,000 for the
nine months ended January 31, 1997.)

As of April 30, 1996 and January 31, 1997, accounts receivable from these
customers totaled $118,000 and $147,000, respectively.

J. ORGANIZATIONAL COSTS

The Company's policy is to capitalize business start-up costs which are
recoverable in future periods. Amortization is computed on a straight line
basis over a period of five years.

K. DEFERRED FINANCING COSTS

Professional fees and other expenses associated with the acquisition of
financing are capitalized and will be amortized over the life of such
agreement or expensed in the period such financing is abandoned.

L. NET INCOME PER SHARE

The weighted average number of common stock and common stock equivalents
was determined by including all shares issued in 1996 as if they had been
issued at the beginning of fiscal 1995. Warrants were also deemed exercised
at the beginning of fiscal 1995 using the treasury stock method. Primary net
income per share included the conversion of the note as of the conversion
date. Fully diluted net income per share did not include the conversion of
the note.

F-9

DISCAS INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
INFORMATION WITH RESPECT TO THE NINE MONTHS ENDED
JANUARY 31, 1997 IS UNAUDITED

2. PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost and consist of the following:

APRIL 30, JANUARY 31,
1996 1997
----------- -------------

Machinery and equipment......... $814,376 2,217,602
Leasehold improvements.......... 56,190 59,857
Office equipment................ 55,280 55,706
Vehicles........................ 57,642 58,206
Furniture and fixtures.......... 14,817 18,507
----------- -------------
Total property and equipment .. 998,305 2,409,878
Less: accumulated
depreciation................... 581,200 687,604
----------- -------------
Net property and equipment .... $417,105 1,722,274
=========== =============

3. ACCOUNTS RECEIVABLE

Accounts receivable at April 30, 1996 and January 31, 1997 are shown net
of an allowance for doubtful accounts of $14,000.

4. INVENTORY

Inventories at April 30, 1996 and January 31, 1997 consist of:

APRIL 30, JANUARY 31,
1996 1997
----------- -------------

Finished goods . $187,152 298,998
Raw materials .. 345,523 570,407
Work in
process........ 15,000 10,000
----------- -------------
$547,675 879,405
=========== =============

5. OTHER ASSETS

Other assets at April 30, 1996 and January 31, 1997 consist of the
following:

APRIL 30, JANUARY 31,
1996 1997
----------- -------------

Organizational costs, net of accumulated amortization of
$32,379 and $34,276, respectively.............................. $29,591 27,694
Security deposits............................................... 31,810 64,795
Deferred financing costs........................................ 32,661 336,387
Goodwill net of $2,883, of accumulated amortization ............ -- 170,117
Other........................................................... -- 45,565
----------- -------------
$94,062 644,558
=========== =============

6. INCOME TAXES

The Company's effective income tax rate is lower than would be expected if
the Federal statutory rate were applied to earnings from operations,
primarily because of depreciation and the utilization of net operating
losses.

F-10

DISCAS INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
INFORMATION WITH RESPECT TO THE NINE MONTHS ENDED
JANUARY 31, 1997 IS UNAUDITED

6. INCOME TAXES (Continued)

The components of income tax (expense) benefit for the years ended April
30, 1995 and 1996 were:

1995 FEDERAL STATE TOTAL
- ----------- ----------- --------- ----------

Current.... $ (8,155) -- (8,155)
Deferred .. (26,500) (9,500) (36,000)
----------- --------- ----------
$(34,655) (9,500) (44,155)
=========== ========= ==========

1996 FEDERAL STATE TOTAL
- ----------- ---------- ------- -------

Current.... $ -- -- --
Deferred .. (1,000) 1,000 --
---------- ------- -------
$(1,000) 1,000 --
========== ======= =======

The following is a summary of the components of the Company's Federal and
State deferred tax assets and liabilities:

APRIL 30, JANUARY 31,
1996 1997
----------- -------------

CURRENT
Deferred tax assets:
Allowance for doubtful accounts . $ 5,000 5,000
=========== =============
NON-CURRENT
Deferred tax assets:
Net operating loss
carryforwards.................... 6,000 9,000
Deferred tax liabilities:
Depreciation..................... (47,000) (50,000)
----------- -------------
Net deferred tax liability ..... $(41,000) (41,000)
=========== =============

The Company has net operating loss carryforwards of approximately $13,000
(Federal) and $6,000 (State) which will begin to expire in 2011.

7. LINE OF CREDIT

The Company has an available line of credit with a bank which it can
borrow up to $500,000. Interest is due in monthly installments at prime plus
1 3/4% percent. The line of credit is secured by accounts receivable and
inventory and matures in July, 1997.

At April 30, 1996 and January 31, 1997, outstanding borrowings on this
line amounted to $280,000, respectively.

F-11

DISCAS INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
INFORMATION WITH RESPECT TO THE NINE MONTHS ENDED
JANUARY 31, 1997 IS UNAUDITED

8. LONG-TERM DEBT

APRIL 30, JANUARY 31,
1996 1997
----------- -------------

Note payable to a bank in monthly principal payments of $6,173
plus interest at "prime" plus two percent. The loan matures in
June, 1997 and is secured by machinery and equipment and the
personal guarantee of the president of the Company............... $308,642 239,724

Note payable to the Department of Economic Development, payable
in monthly installments of $2,610, including interest at 6%,
maturing in September, 2000 and secured by a lien on all
business assets and the personal guarantee of the president of
the Company...................................................... 119,247 106,920

Equipment loan payable to a finance company with monthly
payments of $1,572 including interest of 13% per annum. The loan
matures in July 1998, and is secured by equipment with a net
book value of $43,000............................................ 36,942 26,788

Equipment loan payable to a finance company with monthly
payments of $423 including interest at 13% per annum. The loan
matures in February, 2000, and is secured by equipment with a
net book value of $16,000........................................ 15,358 12,903

Loan payable to a company in monthly interest only payments
computed at 8% per annum. The note is unsecured and due in full
in November 1998. As partial consideration for the loan, the
company was issued 270,000 shares of common stock of Discas at
an exercise price of $2.25. The value of common stock and common
stock warrants was $27,000 and $1,000, respectively and is
included in deferred financing costs as further described in
note 5........................................................... -- 350,000

Loan payable to a finance company in monthly payments of $12,600
including interest at 9.75%. The loan matures in November 2000
and is secured by equipment...................................... -- 474,179

Loan payable to the shareholder of Christie Enterprises, Inc. in
connection with the asset purchase agreement described in note
14. The note is interest free until April 30, 1997 at prime plus
1% along with fixed monthly principle payments of $16,667. The
note matures in April, 2002 and is secured by machinery and
equipment of the seller. The holder for this note may also
convert the outstanding principal balance into common shares of
Discas, Inc. at a price which is also described in note 14. ..... -- 1,000,000
----------- -------------
Total long-term debt........................................... 480,189 2,210,514
Less: current portion.......................................... 117,416 404,833
----------- -------------
Long-term debt, excluding current portion...................... $362,773 1,805,681
=========== =============

F-12

DISCAS INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
INFORMATION WITH RESPECT TO THE NINE MONTHS ENDED
JANUARY 31, 1997 IS UNAUDITED

8. LONG-TERM DEBT (Continued)

Maturities of long term debt over the next several years are as follows:

January 31,
1997............ $ 425,000
1998............. 654,000
1999............. 440,000
2000............. 220,000
2001............. 66,681
-----------
$1,805,681
===========

9. CAPITAL LEASES

The Company is lessee of certain equipment under capital leases expiring
in various years through 1999. The assets and liabilities under capital
leases are recorded at the lower of the present value of the minimum lease
payments or the fair value of the asset. The assets are depreciated over the
lower of their lease terms or their estimated productive lives.

Minimum future lease payments under capital leases as of April 30, 1996 is
as follows:

April 30, 1997................................. $25,194
1998................................ 21,769
1999................................ 3,889
---------
Total minimum lease payments................... 50,852
Less: amounts representing interest............ 17,340
---------
Present value of future minimum lease
payments...................................... 33,512
Less: current portion.......................... 20,755
---------
Capital leases, net of current portion ........ $12,757
=========

As of April 30, 1996 and January 31, 1997, machinery and equipment held
under the aforementioned capital leases amounted to $68,420 and depreciation
expense for the year ended April 30, 1996 and for the nine months ended
January 31, 1997 approximated $10,000 and $7,500, respectively.

10. RELATED PARTY ACTIVITY

The president of the Company has made various loans to the company bearing
interest at rates between 6% and 8%. Interest only is due monthly and the
principal is unsecured, subordinated to the Company's bank debt and has no
specific repayment terms.

The president of the Company is a member in a limited partnership which
does business with the Company. For the years ended April 30, 1995 and 1996
sales to the limited partnership amounted to approximately $213,000 and
$129,000, and purchases from the limited partnership amounted to
approximately $1,054,000 and $650,000, respectively.

Included in selling, general and administrative expenses for the year
ended April 30, 1996 is approximately $23,000 paid to a related company for
the rent of machinery and equipment. The lease is classified as an operating
lease and provides for minimum rentals of $26,400 through April 30, 1998.

F-13

DISCAS INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
INFORMATION WITH RESPECT TO THE NINE MONTHS ENDED
JANUARY 31, 1997 IS UNAUDITED

11. COMMITMENTS AND CONTINGENCIES

The Company conducts their operations in leased facilities classified as
operating leases which expire in various years through 2000. The Company also
has an option to extend the leases through 2005.

In addition to annual base rental, the leases require additional payments
for maintenance and taxes. The following is a schedule approximating the
future minimum rental payments required under the above operating leases as
of:

April 30, 1997.......... $177,459
1998.......... 184,203
1999.......... 188,011
2000.......... 194,516
2001.......... 201,439

Rent expense under the aforementioned leases for the years ended April 30,
1995 and 1996 amounted to $114,706 and $143,443, respectively.

12. AGREEMENT OF MERGER

On August 27, 1996, Discas Recycled Products Corporation merged into
Discas, Inc., pursuant to Section 251 of the General Corporation Law of the
State of Delaware. Each minority shareholder of DRPC shall be retired and the
holder thereof shall receive 22.56 shares (76,623 shares in total) of the
voting stock of Discas, Inc., having a par value of $.0001 per share.

Prior to the merger, the Board of Directors of Discas, Inc. authorized a 1
for 8.718477 reverse stock split of common stock to the stockholders of
record on August 27, 1996. As a result, 1,400,000 common shares were issued
and outstanding. The Company has elected to retroactively restate this
occurrence to be reflected in the financial statements for the years ended
April 30, 1995 and 1996.

13. FORMATION OF A SUBSIDIARY

On October 3, 1996, Christie Products, Inc. (CPI), a wholly owned
subsidiary of Discas, Inc., was incorporated in the state of Delaware. CPI
operates out of New Jersey with the authority to manufacture and market
nursery growing pots and other plastic products.

CPI is authorized to issue 3,000 shares of no par value common stock. As
of the date of this financial statement, 100 shares are issued and
outstanding.

14. ASSET PURCHASE AGREEMENT

On October 30, 1996, Christie Products, Inc. (CPI), entered into an
agreement with Christie Enterprises, Inc., to purchase substantially all of
their business assets. The purchase price of $1,500,000 exceeded the fair
market value of the assets purchased by $173,000, which will be amortized on
the straight line basis over 15 years. CPI and Discas, Inc. as consideration,
paid Christie Enterprises, Inc., $500,000 in cash and issued a convertible
promissory note in the amount of $1,000,000. The note is interest free until
April 30, 1997, at which time interest will be paid at prime plus 1% along
with fixed monthly principal payments of $16,667. The note matures on April
30, 2002 and is secured by the molds, machinery and equipment of the seller.
The holder of this note may also convert the outstanding principal balance
into common shares of Discas, Inc. The number of shares into which this note
may be converted shall be determined by dividing the aggregate outstanding
principal amount of the note by 125% of the initial

F-14

DISCAS INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
INFORMATION WITH RESPECT TO THE NINE MONTHS ENDED
JANUARY 31, 1997 IS UNAUDITED

14. ASSET PURCHASE AGREEMENT (Continued)
public offering price per share of common stock of Discas, Inc., provided
that if Discas, Inc. has not completed an initial public offering of its
common stock by October 1, 1997, then the conversion price shall be the
greater of $6.00 per share or 125% of the then fair market value of the
common stock of Discas, Inc. on a per share basis.

15. INTENT OF PUBLIC OFFERING

On November 25, 1996, Discas, Inc. received a letter of intent from an
underwriter to enter into a definitive agreement with respect to a public
offering of common stock and common stock purchase warrants of Discas, Inc.
Terms of the agreement have not been finalized as of the date of this
financial statement.

In connection with the proposed public offering, Discas, Inc. has
authorized a 1.35 for 1 stock split of common stock to the stockholders of
record prior to the offering date. The Company has elected to retroactively
restate this occurrence to be reflected in the financial statements for the
years ended April 30, 1995 and 1996.

F-15

[LETTERHEAD OF JUMP, GREEN, HOLMAN AND COMPANY]

INDEPENDENT AUDITOR'S REPORT

To the Stockholders' of
Christie Enterprises, Inc.
Kenilworth, New Jersey:

We have audited the balance sheet of Christie Enterprises, Inc. as of
October 31, 1996 and the related statements of operations, changes in
stockholders' equity and cash flows for the year ended December 31, 1995 and
the ten months ended October 31, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Christie Enterprises,
Inc. as of October 31, 1996 and the results of its operations and its cash
flows for the year ended December 31, 1995 and the ten months ended October
31, 1996 in conformity with generally accepted accounting principles.

JUMP, GREEN, HOLMAN AND COMPANY

January 20, 1997
Toms River, New Jersey

F-16

CHRISTIE ENTERPRISES, INC.
BALANCE SHEET
OCTOBER 31, 1996

ASSETS

Current Assets:
Cash and cash equivalents.............................................. $ 30,841
Accounts receivable.................................................... 619,421
Inventory.............................................................. 202,948
Prepaid expenses and other receivables................................. 14,357
-------------
Total Current Assets................................................... 867,567
-------------
Property and Equipment--Net.............................................. 251,816
-------------
Other Assets............................................................. 20,287
-------------

$ 1,139,670
=============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable....................................................... 1,090,401
Accrued expenses....................................................... 46,830
Current portion of long-term debt...................................... 495,000
-------------
Total Current Liabilities.............................................. 1,632,231
-------------
Related party loans payable.............................................. 63,000
Stockholders' Equity (Deficit):
Common stock, no par value, 1000 shares authorized, 100 shares issued
and outstanding ...................................................... 140,450
Additional paid in capital............................................. 414,658
Accumulated deficit.................................................... (1,110,669)
-------------
Total Stockholders' Equity (Deficit)................................... (555,561)
-------------
$ 1,139,670
=============

See accompanying notes to financial statements.

F-17

CHRISTIE ENTERPRISES, INC.
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
AND THE TEN MONTHS ENDED OCTOBER 31, 1996

1995 1996
------------ -----------

Sales........................................ $2,922,733 2,521,784
Cost of sales................................ 2,667,940 2,297,517
------------ -----------
Gross Profit................................. 254,793 224,267
------------ -----------
Selling, general and administrative
expenses.................................... 469,571 386,833
------------ -----------
Loss from Operations......................... (214,778) (162,566)
------------ -----------
Other Expenses:
Interest expense............................ 75,354 42,291
------------ -----------
Net loss..................................... $ (290,132) (204,857)
============ ===========
PRO FORMA INFORMATION
Historical loss before income taxes ........ (290,132) (204,857)
Pro forma income tax benefit................ -- 82,000
------------ -----------
Pro forma net loss......................... $ (290,132) (122,857)
============ ===========
Pro forma net loss per share............... $ (2,901) (1,229)
============ ===========

See accompanying notes to financial statements.

F-18

CHRISTIE ENTERPRISES, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1995
AND THE TEN MONTHS ENDED OCTOBER 31, 1996

ADDITIONAL TOTAL
COMMON PAID IN ACCUMULATED STOCKHOLDERS'
STOCK CAPITAL DEFICIT EQUITY
---------- ------------ ------------- ---------------

Balances December 31, 1994 .............. $140,450 388,214 (615,680) (87,016)
Capital contributions ................... -- 26,444 -- 26,444
Net loss for the year ended December 31,
1995 ................................... -- -- (290,132) (290,132)
---------- ------------ ------------- ---------------
Balances December 31, 1995 .............. 140,450 414,658 (905,812) (350,704)
Net Loss for the ten months ended
October 31, 1996 ....................... -- -- (204,857) (204,857)
---------- ------------ ------------- ---------------
Balances October 31, 1996 ............... $140,450 414,658 (1,110,669) (555,561)
========== ============ ============= ===============

See accompany notes to financial statements.

F-19

CHRISTIE ENTERPRISES, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31,1995 AND
THE TEN MONTHS ENDED OCTOBER 31, 1996

1995 1996
------------- -------------

Cash Flows From Operating Activities:
Cash received from customers.................... $ 3,038,796 2,223,531
Cash paid to suppliers and employees............ (2,845,586) (2,179,113)
Interest paid................................... (75,354) (42,291)
------------- -------------
Net Cash Provided By Operating Activities ....... 117,856 2,127
------------- -------------
Cash Flows from Investing Activities: ...........
Capital expenditures............................ (15,927) (16,038)
Proceeds from affiliates........................ -- 59,103
------------- -------------
Net Cash Provided (Used) By Investing
Activities...................................... (15,927) 43,065
------------- -------------
Cash Flows From Financing Activities:
Capital Contributions........................... 26,444 --
Principal payments on long-term debt............ (151,187) (33,260)
------------- -------------
Net Cash Used by Financing Activities............ (124,743) (33,260)
------------- -------------
Net Increase (Decrease) in Cash.................. (22,814) 11,932
Beginning cash................................... 41,723 18,909
------------- -------------
Ending cash...................................... $ 18,909 30,841
============= =============

See accompanying notes to financial statements.

F-20

CHRISTIE ENTERPRISES, INC.
STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31,1995 AND
THE TEN MONTHS ENDED OCTOBER 31, 1996

1995 1996
------------ -----------

Reconciliation of Net Loss to Net Cash
Provided by Operating Activities:
Net Loss.............................................. $(290,132) (204,857)
Adjustments to Reconcile Net Loss to Net Cash Provided
by Operating Activities:
Depreciation and Amortization......................... 158,437 103,361
Provision for bad debts............................... 101,431 136,107
(Increase) decrease in:
Accounts receivable................................... 14,233 (298,283)
Prepaid expenses and other receivables................ 75 3,730
Inventory............................................. 18,144 47,054
Increase (decrease) in:
Accounts payable...................................... 116,035 199,422
Accrued expenses ..................................... (367) 15,593
------------ -----------
Net Cash Provided by Operating Activities................ $ 117,856 2,127
============ ===========

See accompanying notes to financial statements.

F-21

CHRISTIE ENTERPRISES, INC.
NOTES TO FINANCIAL STATEMENTS

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. ORGANIZATION

Christie Enterprises, Inc., located in Kenilworth, New Jersey,
manufactures plastic containers and products, primarily for the wholesale
plant nursery industry.

B. ESTIMATES

C. FAIR VALUE OF FINANCIAL INSTRUMENTS

As of October 31, 1996, the carrying values of the Company's financial
instruments which are all held for non-trading purposes, approximated their
fair value.

D. IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

Effective January 1, 1997, the Company will be required to adopt SFAS No.
125, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities". The Company believes that the adoption of
this statement will not have a material effect on the Company's financial
position.

E. INVENTORIES

Inventories have been recorded at the lower of cost or market. The cost of
finished products includes manufacturing, labor and overhead.

F. ACCOUNTS RECEIVABLE

The Company performs ongoing credit evaluations of its customers'
financial condition and generally, requires no collateral from its customers.
The Company believes the allowance for doubtful accounts of $50,000 is
adequate to absorb estimated losses as of October 31, 1996.

G. PROPERTY AND EQUIPMENT

Property and Equipment is stated at cost when placed in service. Repairs
and maintenance which do not appreciably extend the useful lives of the
related assets are charged to expense as incurred; major renewals or
betterments are capitalized. Depreciation is computed using the straight line
method over the estimated useful lives of the assets ranging from five to ten
years.

H. INCOME TAXES

The Company, with the consent of its shareholders, has elected under the
Internal Revenue Code to be an S Corporation. In lieu of corporation income
taxes, the shareholders of an S Corporation are taxed on their proportionate
share of the Company's taxable income. Therefore, no provisions or liability
for federal income taxes has been included in the financial statements. The
Company continues to pay state tax.

F-22

CHRISTIE ENTERPRISES, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

I. CASH AND CASH EQUIVALENTS

For purposes of the statement of cash flows, the Company considers all
highly liquid instruments purchased with a maturity of three months or less
to be cash equivalents.

NOTE 2 -- INVENTORIES

Inventory at October 31, 1996 consisted of the following:

Raw materials . $140,840
Finished
goods......... 62,108
----------
Total........ $202,948
==========

NOTE 3 -- PROPERTY AND EQUIPMENT

Property and equipment consists of the following components as of October
31, 1996:

Machinery and equipment........ $1,618,820
Molds.......................... 1,371,186
Automobiles.................... 63,177
Furniture and fixtures......... 14,785
Leasehold improvements......... 28,793
------------
3,096,761
Less: Accumulated
Depreciation.................. 2,844,945
------------
Total.......................... $ 251,816
============

NOTE 4 -- LONG-TERM DEBT

Following is a summary of long-term debt as of October 31, 1996:

Loan payable to Constellation Bank, bearing interest at 11.25%,
maturing February 28, 1996............................................. $320,000
Loan payable to United Counties Trust Company, bearing interest at 8.0%
due on demand.......................................................... 175,000
----------
Total long-term debt.................................................... 495,000
Less current portion.................................................... 495,000
----------
Long-term debt, excluding current portion............................... $ --
==========

Interest expense related to notes payable for the year ended December 31,
1995 and the ten months ended October 31, 1996 amounted to $75,354 and
$42,291, respectively.

NOTE 5 -- PENSION PLAN

The Company has a 401k plan covering substantially all of its employees.
Provisions are funded currently. Expenses charged to operations for the year
ended December 31, 1995 and the ten months ended October 31, 1996 are $2,550
and $-0-, respectively.

NOTE 6 -- RELATED PARTY TRANSACTIONS

At October 31, 1996, amounts due to related companies have been included
in the accompanying financial statements as related party loans payable.
These loans do not bear interest and have no specific repayment terms.

F-23

CHRISTIE ENTERPRISES, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 6 -- RELATED PARTY TRANSACTIONS (Continued)

The shareholders control five related entities which share certain
administrative costs including payroll, with the Company. The Company pays
the costs and is periodically reimbursed by the related entities.

The Company also leases its facilities from an entity owned by a
shareholder. Rental payments for the year ended December 31, 1995 and the ten
months ended October 31, 1996 were $120,000 and $100,000, respectively.

NOTE 7 -- PRO FORMA INCOME TAXES

As discussed in the summary of significant accounting policies, the
Company elected to be taxed under subchapter "S" of the Internal Revenue Code
and accordingly recognize no Federal current or deferred income taxes. The
pro forma adjustments reflect a provision for income taxes, in accordance
with Statement of Financial Accounting Standards No. 109, at an effective
rate of 40% for each year had the Company been a "C" corporation.

Given the historical net losses incurred by the Company and the tax rates
and jurisdictions in which the Company operates, the Company would incur no
income tax benefit as a "C" corporation in 1995; therefore pro forma net loss
and pro forma net loss per share would be equivalent to results as reported
in the income statement. The Company's net operating losses and certain other
items would result in a deferred tax asset and income tax benefit, but the
Company would record a valuation allowance in an equivalent amount to reduce
the deferred tax asset and income tax benefit to zero; accordingly, the
statement of financial position and results of operations would not be
impacted by the Company's pro forma taxation as a "C" corporation in 1995.

However, due to the sale of the Company's business assets on November 1,
1996, a gain of approximately 1.25 million dollars will be recorded by the
Company which can be offset by the Company's prior losses and therefore an
income tax benefit is applicable for 1996.

Deferred income taxes in 1996 reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes.
The tax effects of significant items comprising the Company's deferred tax
assets are as follows:

Net operating loss
carryforwards................... $ 240,000
Less: valuation allowance........ (158,000)
-----------
Net deferred tax asset.......... $ 82,000
===========

Pro forma net loss per share is based upon 100 shares issued and
outstanding for the year ended December 31, 1995 and the ten months ended
October 31, 1996.

NOTE 8 -- SUBSEQUENT EVENTS

On November 1, 1996, Christie Products, Inc. (CPI), a wholly owned
subsidiary of Discas, Inc., entered into an agreement with Christie
Enterprises, Inc., to purchase substantially all of their business assets.
The sale price of $1,500,000 exceeded the fair market value of the assets
sold by $173,000. CPI and Discas, Inc. as consideration, paid Christie
Enterprises, Inc., $500,000 in cash and issued a convertible promissory note
in the amount of $1,000,000. The note is interest free until April 30, 1997,
at which time interest will be paid at prime plus 1% along with fixed monthly
principal payments of $16,667. The note

F-24

CHRISTIE ENTERPRISES, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 8 -- SUBSEQUENT EVENTS (Continued)

matures on April 30, 2002 and is secured by the molds, machinery and
equipment of the seller. The holder of this note must convert at least one
half of the outstanding principal balance into common shares of Discas, Inc.
The number of shares into which this note may be converted shall be
determined by dividing the aggregate outstanding principal amount of the note
by 125% of the initial public offering price per share of common stock of
Discas, Inc., provided that if Discas, Inc. has not completed an initial
public offering of its common stock by October 1, 1997, then the conversion
price shall be the greater of $6.00 per share or 125% of the then fair market
value of the common stock of Discas, Inc. on a per share basis.

As of November 1, 1996, Christie Enterprises, Inc. ceased substantially
all business operations.

F-25

DISCAS INC. AND SUBSIDIARY
PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(UNAUDITED)

The following pro forma condensed combined balance sheet as of April 30,
1996 and the pro forma condensed combined statements of income for the nine
months ended January 31, 1997 and the year ended April 30, 1996 give effect
to the acquisition of Christie Enterprises Inc. under the purchase method of
Accounting and the assumptions and adjustments in the accompanying notes to
the pro forma financial statements.

The pro forma statements have been prepared by the management of Discas
Inc. and Subsidiary based upon the financial statements of Discas and Christie
included elsewhere herein. These pro forma statements may not be indicative of
the results that actually would have occurred if the combination had been in
effect on the dates indicated or which may be obtained in the future. The pro
forma financial statements should be read in conjunction with the audited
financial statements and notes of Discas Inc. and Subsidiary and Christie
Enterprises, Inc. contained elsewhere herein.

PRO FORMA CONDENSED COMBINED BALANCE SHEET
APRIL 30, 1996

HISTORICAL
CHRISTIE PRO FORMA
DISCAS INC. ENTERPRISES PRO FORMA COMBINED
------------- -------------- ----------- -----------

Assets
Current assets:
Cash..................................... $ 183,546 51,065 (a) (51,065) 183,546
Accounts Receivable...................... 490,118 592,927 (a) (592,927) 490,118
Inventory................................ 547,675 192,796 (a) (192,796) 547,675
Other current assets..................... 17,722 40,893 (a) (40,893) 17,722
------------- -------------- ----------- -----------
Total current assets.................... 1,239,061 877,681 (877,681) 1,239,061
Property and equipment (net).............. 417,105 298,730 (a) 1,028,270 1,744,105
Other assets.............................. 94,062 18,000 (a) 155,000 267,062
------------- -------------- ----------- -----------
Total assets............................ $1,750,228 1,194,411 305,589 3,250,228
============= ============== =========== ===========
Liabilities and stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses ... 307,956 903,810 (a) (903,810) 307,956
Line of credit........................... 280,000 -- 280,000
Current portion of capital leases ....... 20,755 -- 20,755
Current portion of long term debt ....... 117,416 290,000 (a) (80,334) 327,082
------------- -------------- ----------- -----------
Total current liabilities............... 726,127 1,193,810 (984,144) 935,793
Capital leases, excluding current
portion.................................. 12,757 -- 12,757
Long term debt, excluding current
portion.................................. 362,773 233,591 (a) 1,056,743 1,653,107
Related party loans ...................... 121,184 91,304 (a) (91,304) 121,184
Deferred taxes............................ 41,000 -- 41,000
Minority interests........................ 82,979 -- 82,979
Stockholders' Equity......................
Common Stock............................. 189 140,450 (a) (140,450) 189
Additional Paid in Capital............... 1,811 503,474 (a) (503,474) 1,811
Retained earnings (deficit).............. 401,408 (968,218) (a) 968,218 401,408
------------- -------------- ----------- -----------
403,408 (324,294) 324,294 403,408
------------- -------------- ----------- -----------
Total liabilities and stockholders'
equity................................. $1,750,228 $1,194,411 $ 305,589 $3,250,228
============= ============== =========== ===========

See notes to Pro Forma Condensed Combined Financial statements.

F-26

DISCAS INC. AND SUBSIDIARY
PRO FORMA STATEMENTS OF INCOME

FOR THE NINE MONTHS ENDED JANUARY 31, 1997
(UNAUDITED)
HISTORICAL PRO FORMA PRO FORMA
CHRISTIE
DISCAS INC. ENTERPRISES ADJUSTMENTS COMBINED
------------- -------------- ------------- -----------

Sales........................................ $3,550,394 1,756,710 (b) (350,000) 4,957,104
Cost of Sales................................ 2,744,642 1,592,231 (c) 342 3,987,215
(b) (350,000)
Selling, General and Administrative
Expenses.................................... 739,162 301,216(c) 2,843 1,043,221
Other income................................. 15,279 -- 15,279
Interest expense............................. (73,790) (27,388)(d) (18,162) (119,340)
Minority interest............................ 36,705 -- 36,705
------------- -------------- -----------
Earnings (loss) before income taxes.......... 44,784 (164,125) (140,688)
Income tax expense .......................... -- -- --
------------- -------------- -----------
Net Income (loss)............................ $ 44,784 (164,125) (140,688)
============= ============== ===========
Net income (loss) per share
Primary..................................... $ 0.03 $ (0.05)
============= ===========
Fully diluted............................... $ 0.02 $ (0.06)
============= ===========

FOR THE YEAR ENDED APRIL 30, 1996
(UNAUDITED)

Sales................................ $3,858,205 2,833,282 6,691,487
Cost of Sales........................ 3,012,125 2,585,544 (c) (21,125) 5,576,544
Selling, General and Admin.
Expenses............................ 698,946 444,009 (c) 4,469 1,147,424
Other income......................... 30,929 -- 30,929
Interest expense..................... (80,292) (51,688)(d) (39,412) (171,392)
Minority interest.................... 23,841 -- 23,841
------------ -------------- -----------
Earnings (loss) before income taxes . 121,612 (247,959) (149,103)
Income tax expense .................. -- -- --
------------ -------------- -----------
Net Income (loss).................... $ 121,612 (247,959) (149,103)
============ ============== ===========
Net income (loss) per share
Primary............................. $ 0.05 $ (0.06)
============ ===========
Fully diluted....................... $ 0.05 $ (0.06)
============ ===========

See notes to Pro Forma Condensed Combined Financial Statements.

F-27

DISCAS INC. AND SUBSIDIARY
NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On November 1, 1996, Discas acquired substantially all of the business
assets of Christie Enterprises Inc. for a purchase price of $1,500,000. To
finance the acquisition, the company borrowed $500,000 and issued a note
payable to the former owner of Christie Enterprises, Inc. for $1,000,000. The
note is convertible into shares of Discas at a conversion price of 125% of
the Initial Public Offering price per share of the common stock of Discas, or
the greater of the then fair value of a share of the common stock of Discas
and $6.00 in the event an Initial Public Offering is not consumated by
October 31, 1997. The pro forma financial statements combine the assets and
liabilities of the two companies at April 30, 1996 and their results of
operations for the year ended April 30, 1996 and the nine months ended
January 31, 1997. Christie Enterprises ceased operations October 31, 1996,
therefore the historical nine months ended January 31, 1997 represents only
six months of Christie activity, however the last three months of this period
includes operations of both entities. In combining the two entities the
following pro forma adjustments have been made.

(a) Reflects the purchase of Property and equipment adjusted to fair value
and the recording of debt.

Total Purchase price...................... $1,500,000
============
Purchase of assets:
Machinery and equipment.................. 912,000
Molds.................................... 415,000
------------
Total................................... 1,327,000
Less book value of machinery and
equipment............................... (298,730)
------------
Net adjustment........................... $1,028,270
============
Goodwill................................. 173,000
Less book value of other assets.......... (18,000)
------------
Net adjustment........................... $ 155,000
============
Recording of debt:
Note payable............................. 500,000
Convertible note payable................. 1,000,000
------------
1,500,000
============
Current portion.......................... 209,666
Less Christie debt not assumed........... (290,000)
------------
Net adjustment........................... $ (80,334)
============
Long term debt excluding current
portion................................. 1,290,334
Less Christie debt not assumed........... (233,591)
------------
Net adjustment........................... 1,056,743
============

The remaining adjustments eliminates assets and liabilities not included
in the purchase.

F-28

DISCAS INC. AND SUBSIDIARY
NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(b) Discas had sales to Christie of approximately $350, 000 from May 1,
1996 to October 31, 1996.

JANUARY 31
APRIL 30 1997
1996 (SIX MONTHS)
----------- ------------

Life
10 years Depreciation of machinery and equipment ..... $ 91,200 $ 45,600
15 years Depreciation of molds........................ 27,700 13,850
15 years Amortization of Goodwill..................... 11,504 5,752
----------- ------------
$ 130,404 $ 65,202
=========== ============
Total in Cost of Sales................................ 118,900 59,450
Less historical depreciation.......................... (140,025) (59,108)
----------- ------------
Net adjustment...................................... $ 21,125 $ 342
=========== ============
Total in Selling , general and administrative
expenses............................................. 11,504 5,752
Less historical depreciation.......................... (7,035) (2,909)
=========== ============
Net adjustment...................................... $ 4,469 $ 2,843
=========== ============

(d) Interest on the debt incurred for the acquisition less interest on
historical Christie is as follows:

JANUARY 31
APRIL 30 1997
1996 (SIX MONTHS)
---------- ------------

Interest on new borrowings .... $ 91,100 $ 45,550
less interest on historical
debt.......................... (51,688) (27,388)
---------- ------------
$ 39,412 $ 18,162
========== ============

F-29

NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MAY
NOT BE RELIED ON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY OF THE
UNDERWRITERS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR
AN OFFER OR SOLICITATION TO ANY PERSON IN ANY JURISDICTION WHERE SUCH AN
OFFER OR SOLICITATION WOULD BE UNLAWFUL.

-----------------------
TABLE OF CONTENTS
-----------------------

PAGE
--------

Prospectus Summary ......................... 3
Risk Factors ............................... 6
Use of Proceeds ............................ 14
Dividend Policy ............................ 14
Capitalization ............................. 15
Dilution ................................... 16
Management's Discussion and Analysis of
Financial Condition and Results of
Operations ................................ 17
Business ................................... 20
Management ................................. 26
Certain Transactions ....................... 29
Principal Stockholders ..................... 30
Concurrent Offering ........................ 31
Description of Securities .................. 33
Shares Eligible for Future Sale ............ 34
Underwriting ............................... 35
Legal Matters .............................. 37
Experts .................................... 37
Additional Information ..................... 38
Index to Financial Statements .............. F-1

UNTIL 25 DAYS AFTER THE DATE OF THIS PROSPECTUS, ALL DEALERS EFFECTING
TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT PARTICIPATING IN
THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN
ADDITION TO THE OBLIGATIONS OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITER AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

DISCAS, INC.

800,000 SHARES OF COMMON STOCK
AND 800,000 REDEEMABLE COMMON STOCK PURCHASE WARRANTS

------------
PROSPECTUS
------------

ROAN CAPITAL PARTNERS L.P.

, 1997

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Discas, Inc. (the "Company") is incorporated in Delaware. Under Section
145 of the General Corporation Law of the State of Delaware, a Delaware
corporation has the power, under specified circumstances, to indemnify its
directors, officers, employees and agents in connection with actions, suits
or proceedings brought against them by a third party or in the right of the
corporation, by reason of the fact that they were or are such directors,
officers, employees or agents, against expenses incurred in any action, suit
or proceeding. Article Tenth of the Certificate of Incorporation and Article
III of the Bylaws of the Company provide for indemnification of directors and
officers to the fullest extent permitted by the General Corporation Law of
the State of Delaware. Reference is made to the Amended and Restated
Certificate of Incorporation of the Company, filed as Exhibit 3.1 hereto.

Section 102(b)(7) of the General Corporation Law of the State of Delaware
provides that a certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director provided that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 (relating to liability for
unauthorized acquisitions or redemptions of, or dividends on, capital stock)
of the General Corporation Law of the State of Delaware, or (iv) for any
transaction from which the director derived an improper personal benefit.
Article Ninth of the Company's Certificate of Incorporation contains such a
provision.

The Underwriting Agreement filed herewith as Exhibit 1.2 contains
provisions by which each Underwriter severally agrees to indemnify the
Company, any person controlling the Company within the meaning of Section 15
of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of
1934, each director of the Company, and each officer of the Company who signs
this Registration Statement with respect to information relating to such
Underwriter furnished in writing by or on behalf of such Underwriter
expressly for use in the Registration Statement.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the estimated expenses in connection with
this Registration Statement.

Filing Fee--Securities and Exchange Commission .............$ 4,370.90
Filing Fee--National Association of Securities Dealers,
Inc. ...................................................... 1,932.28
Filing Fee-NASDAQ SmallCap Market .......................... 9,854.00
Filing Fee--Boston Stock Exchange .......................... 7,500.00
Fees and Expenses of Accountants ........................... 95,000.00
Fees and Expenses of Counsel ............................... 120,000.00
Printing and Engraving Expenses ............................ 25,000.00
Blue Sky Fees and Expenses ................................. 40,000.00
Representative's Non-accountable expenses .................. 122,400.00
Transfer and Warrant Agent fees ............................ 5,000.00
Representative's Consulting Fee ............................ 85,300.00
Miscellaneous Expenses ..................................... 41,642.82
------------
Total ...................................................... $558,000.00
============

II-1

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

In August 1996, Discas Recycled Products Corporation ("DRPC") was merged
with and into Discas, Inc. As a result of this transaction, the Company
issued an aggregate of 56,758 shares of Common Stock to four unaffiliated
stockholders of DRPC in exchange for each party's shares of DRCP. There were
no commissions paid in association with this exchange. The transaction was
made in reliance on the exemption provided by Section 4(2) under the Act. In
September 1996, the Company issued 270,000 shares of Common Stock to Mantis
V, L.L.C. for cash consideration of $27,000. No commissions were paid in
association with the transaction, which was made in reliance on the exemption
provided by Section 4(2) under the Act. Effective December 31, 1996, the
Corporation declared a Common Stock split of 1.35 shares to 1, which
increased the 56,758 shares issued to the DRPC stockholders to 76,623 and the
shares sold to Mantis V, L.L.C. to 364,500. In April 1997, the Company sold
40 Units, each comprised of one $9,000 11% unsecured subordinated note and
warrants to purchase 20,000 shares of Common Stock for aggregate cash
consideration of $400,000 to 21 investors (the "Bridge Financing".) All of
the investors in the Bridge Financing, as well as Mantis V, L.L.C.,
represented to the Company that they were "accredited investors" as such term
is defined in Regulation D promulgated by the Act. Roan Capital Partners L.P.
acted as placement agent for the Bridge Financing for a commission of 10% of
the gross proceeds. Such placement was made in reliance on Rule 506 of
Regulation D under the Act.

ITEM 27. EXHIBITS.

1.1 -- Form of Agreement among Underwriters.
1.2 -- Form of Underwriting Agreement.
1.3 -- Form of Selected Dealer Agreement.
2.1 -- Asset Purchase Agreement--Christie Enterprises, Inc.
3.1 -- Amended and Restated Certificate of Incorporation.
3.2 -- Amended Bylaws of the Company.
4.1 -- Form of Common Stock Certificate.
4.2 -- Form of Warrant Agreement between the Company and American Stock Transfer & Trust
Company.
4.3 -- Form of Common Stock Purchase Warrant (included in Exhibit 4.2.)
4.4 -- Form of Representative's Warrant
*5.1 -- Opinion of Epstein Becker & Green, P.C.
9.1 -- Voting Trust Agreement--Mantis Partners III, L.P.
9.2 -- Voting Trust Agreement--Mantis Partners IV, L.P.
9.3 -- Voting Trust Agreement--Ramona H. Lainas and Telemahos G. Lainas.
9.4 -- Voting Trust Agreement--Jack Milgrom.
9.5 -- Voting Trust Agreement--Sheftel Family Irrevocable Trust.
9.6 -- Voting Trust Agreement--Pimbyco, Inc.
10.1 -- Form of Employment Agreement between the Company and Patrick A. DePaolo, Sr.
10.2 -- 1997 Stock Option Plan
10.3 -- Credit Agreement--Bank of Boston Connecticut
10.4 -- Promissory Note (February 23, 1995)--Bank of Boston Connecticut.

II-2

10.5 -- Business Loan Agreement (November 8, 1995)--Bank of Boston Connecticut.
10.6 -- Change in Terms Agreement (October 6, 1995)--Bank of Boston Connecticut.
10.7 -- Change in Terms Agreement #2 (November 8, 1995)--Bank of Boston Connecticut.
10.8 -- Change in Terms Agreement #3 (October 31, 1996)--Bank of Boston Connecticut.
10.9 -- Amendment to Credit Agreement--Bank of Boston Connecticut.
10.10 -- Lease (3,728 Sq. Feet)--Industrial Development Group.
10.11 -- Amendment to Lease (3,728 Sq. Feet)--Industrial Development Group.
10.12 -- Lease (26,018 Sq. Feet)--Industrial Development Group.
10.13 -- Amendment to Lease (26,018 Sq. Feet)--Industrial Development Group.
10.14 -- Lease (23,966 Sq. Feet)--Industrial Development Group.
10.15 -- Restated Lease Indenture--Plaza Realty Partnership.
10.16 -- Mantis V, L.L.C. Financing Agreement.
10.17 -- Mantis V, L.L.C. Promissory Notes totalling $375,000.
10.18 -- Convertible Promissory Note--Christie Enterprises, Inc.
10.19 -- Non-Competition Agreement--J-Von, L.L.C.
10.20 -- Textron Installment Note.
10.21 -- Form of Consulting Agreement between the Company and Roan Capital Partners L.P.
21.1 -- List of Subsidiaries
23.1 -- Consent of Jump, Green, Holman & Company (Included at page II-8).
23.2 -- Consent of Epstein Becker & Green, P.C. (Included in Exhibit 5).
24 -- Power of Attorney (Included at page II-7).
27 -- Financial Data Schedule

- ------------
* To be filed by Amendment.

28. UNDERTAKINGS.

The undersigned small business issuer hereby undertakes:

(a)(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement;

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;

(2) For determining liability under the Securities Act, treat each
post-effective amendment as new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.

II-3

(3) To file a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of an offering.

(d) The undersigned small business issuer hereby undertakes to provide to
the underwriters at the closing specified in the placement agreements,
certificates in such denominations and registered in such names as
required by the underwriters to permit prompt delivery to each purchaser.

(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

(f) The undersigned registrant hereby undertakes that:

(i) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this registration statement as of the time it was
declared effective.

(ii) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing this Form SB-2 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Waterbury, State of Connecticut, on the 5th day of
May 1997.

DISCAS, INC.

By: /s/ Patrick A. DePaolo, Sr.

-------------------------------
PATRICK A. DEPAOLO, SR.
President & Chief Executive
Officer

SIGNATURE TITLE DATE
- ------------------------------- ---------------------------------- ---------------

/S/ Patrick A. Depaolo, Sr. Chairman of the Board May 5, 1997
------------------------------- President, Principal Executive
Patrick A. Depaolo, Sr. Officer

/s/ Ron Pettirossi Chief Accounting Officer May 5, 1997
-------------------------------
Ron Pettirossi

/s/ Thomas R. Tomaszek Director May 5, 1997
-------------------------------
Thomas R. Tomaszek

Director May , 1997
-------------------------------
John Carroll

/s/ Alan Milton Director May 5, 1997
-------------------------------
Alan Milton

Director May , 1997
-------------------------------
Asher Bernstein

II-5

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each of Ron Pettirossi, Thomas R.
Tomaszek, John Carroll, Alan Milton and Asher Bernstein constitutes and
appoints Patrick A. DePaolo, Sr. his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, to act, without
the other, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as full
to all intents and purposes as he might or could be in person, hereby
ratifying and confirming all that said attorney-in-fact and agents, or any of
them, their substitute or substitutes may lawfully do or cause to be done by
virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
- ------------------------------- ---------------------------------- ---------------

/S/ Patrick A. Depaolo, Sr. Chairman Of The Board May 5, 1997
------------------------------- President, Principal Executive
Patrick A. Depaolo, Sr. Officer

/s/ Ron Pettirossi Chief Accounting Officer May 5, 1997
-------------------------------
Ron Pettirossi

/s/ Thomas R. Tomaszek Director May 5, 1997
-------------------------------
Thomas R. Tomaszek

Director May , 1997
-------------------------------
John Carroll

/s/ Alan Milton Director May 5, 1997
-------------------------------
Alan Milton

Director May , 1997
-------------------------------
Asher Bernstein

II-6

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting a part of this
Registration Statement of our report dated January 17, 1997, relating to the
financial statements of Discas, Inc., which are contained in this Prospectus,
and to the reference to our firm under the caption "Experts" in the
Prospectus.

We also consent to the use in the Prospectus constituting a part of this
Registration Statement of our report dated January 20, 1997 relating to the
financial statements of Christie Enterprises, Inc., which are contained in
this Prospectus.

Toms River, New Jersey

JUMP, GREEN, HOLMAN AND COMPANY
May 5, 1997

II-7

EXHIBIT INDEX

EXHIBIT SEQUENTIALLY
NUMBER EXHIBITS NUMBERED PAGES
- ----------- ------------------------------------------------------------- ------------------

1.1 -- Form of Agreement among Underwriters.
1.2 -- Form of Underwriting Agreement.
1.3 -- Form of Selected Dealer Agreement.
2.1 -- Asset Purchase Agreement--Christie Enterprises, Inc.
3.1 -- Amended and Restated Certificate of Incorporation.
3.2 -- Amended Bylaws of the Company.
4.1 -- Form of Common Stock Certificate.
4.2 -- Form of Warrant Agreement between the Company and American
Stock Transfer & Trust Company.
4.3 -- Form of Common Stock Purchase Warrant (included in Exhibit
4.2).
4.4 -- Form of Representative's Warrant
5.1 -- Opinion of Epstein Becker & Green, P.C.
9.1 -- Voting Trust Agreement--Mantis Partners III, L.P.
9.2 -- Voting Trust Agreement--Mantis Partners IV, L.P.
9.3 -- Voting Trust Agreement--Ramona H. Lainas and Telemahos G.
Lainas.
9.4 -- Voting Trust Agreement--Jack Milgrom.
9.5 -- Voting Trust Agreement--Sheftel Family Irrevocable Trust.
9.6 -- Voting Trust Agreement--Pimbyco, Inc.
10.1 -- Form of Employment Agreement between the Company and Patrick
A. DePaolo, Sr.
10.2 -- 1997 Stock Option Plan
10.3 -- Credit Agreement--Bank of Boston Connecticut
10.4 -- Promissory Note (February 23, 1995)--Bank of Boston
Connecticut.
10.5 -- Business Loan Agreement (November 8, 1995)--Bank of Boston
Connecticut.
10.6 -- Change in Terms Agreement (October 6, 1995)--Bank of Boston
Connecticut.
10.7 -- Change in Terms Agreement #2 (November 8, 1995)-- Bank of
Boston Connecticut.
10.8 -- Change in Terms Agreement #3 (October 31, 1996)-- Bank of
Boston Connecticut.
10.9 -- Amendment to Credit Agreement--Bank of Boston Connecticut.

EXHIBIT SEQUENTIALLY
NUMBER EXHIBITS NUMBERED PAGES
- ----------- ------------------------------------------------------------- ------------------
10.10 -- Lease (3,728 Sq. Feet)--Industrial Development Group.
10.11 -- Amendment to Lease (3,728 Sq. Feet)--Industrial Development
Group.
10.12 -- Lease (26,018 Sq. Feet)--Industrial Development Group.
10.13 -- Amendment to Lease (26,018 Sq. Feet)--Industrial Development
Group.
10.14 -- Lease (23,966 Sq. Feet)--Industrial Development Group.
10.15 -- Restated Lease Indenture--Plaza Realty Partnership.
10.16 -- Mantis V, L.L.C. Financing Agreement.
10.17 -- Mantis V, L.L.C. Promissory Notes totalling $375,000.
10.18 -- Convertible Promissory Note--Christie Enterprises, Inc.
10.19 -- Non-Competition Agreement--J-Von, L.L.C.
10.20 -- Textron Installment Note.
10.21 -- Form of Consulting Agreement between the Company and Roan
Capital Partners L.P.
21.1 -- List of Subsidiaries.
23.1 -- Consent of Jump, Green, Holman and Company (Included at page
II-7).
23.2 -- Consent of Epstein Becker & Green, P.C. (Included in Exhibit
5).
24 -- Power of Attorney (Included at page II-6).
27 -- Financial Data Schedule