<PAGE>

==============================================================================

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                FORM 10-QSB


[X]   Quarterly Report pursuant to section 13 or 15(d) of the Securities
      Exchange Act of 1934

      For the Quarterly Period Ended:  MARCH 31, 1997.
                                       ---------------

[ ]   Transition Report pursuant to section 13 or 15(d) of the Securities
      Exchange Act of 1934



                       Commission File No. 33-31068


                     BROWN DISC PRODUCTS COMPANY, INC.
------------------------------------------------------------------------------
     (Exact name of small business issuer as specified in its charter)


       COLORADO                                         84-1067075
------------------------------------------------------------------------------
(State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                      Identification No.)


3029 S. HARBOR BLVD., SANTA ANA, CALIFORNIA                   92704
------------------------------------------------------------------------------
(Address of principal executive offices)                   (Zip Code)


Registrant's telephone number, including area code:  (714) 429-5984  
                                                     --------------


Former Address:   1120-B Elkton Drive, Colorado Springs, Colorado 80907-3568
------------------------------------------------------------------------------
           (Former name, former address and former fiscal year, 
                       if changed since last report)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.    YES  [X]       NO  [ ]

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: Common Stock, without par
value, outstanding as of May 14, 1997:   6,129,837 shares
                         ------------    ----------------

Transitional Small Business Disclosure Format (check one):   YES [ ]    NO [X]

==============================================================================
<PAGE>
                     BROWN DISC PRODUCTS COMPANY, INC.
                                   INDEX
<TABLE>
<CAPTION>
<S>      <C>                                                        <C>
                                                                      Page
                                                                     Number
                                                                     ------
Part I   - FINANCIAL INFORMATION:

Item 1.    Unaudited Financial Statements:

           Balance Sheets at March 31, 1997 and June 30, 1996 .......   1 

           Statements of Operations for the Three Months and
             Nine Months ended March 31, 1997 and 1996 ..............   3 

           Statements of Cash Flows for the Nine Months
             ended March 31, 1997 and 1996 ..........................   4 

           Statement of Changes in Stockholders' Equity
             for the Nine Months ended March 31, 1997 ...............   5

           Notes to Unaudited Financial Statements ..................   6

Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION:

           Management's Discussion and Analysis of
             Financial Condition and Results of Operations ..........  11

Part II  - OTHER INFORMATION:

           Item 5.    Other Events ..................................  14

           Item 6.    Exhibits and Reports on Form 8-K ..............  16

SIGNATURES ..........................................................  17

</TABLE>
             SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

      Certain statements in this Report under the caption "Management's
Discussion and Analysis or Plan of Operation" and elsewhere constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995.  Such forward-looking statements involve known
and unknown risks, uncertainties and other factors which may cause the actual
results or performance of the Company to be materially different from future
results or performance expressed or implied by such forward-looking
statements.  Such factors, include, among others:  economic, competitive and
technological factors affecting the Company's operations, markets, services
and prices, market acceptance of products, the ability of the Company to
negotiate the acquisition of other businesses or products to expand the
Company's product line, and other factors described in this Report and in
prior filings with the Securities and Exchange Commission.  The Company's
actual results could differ materially from those suggested or implied by any
forward-looking statements as a result of such risks.

CAUTIONARY STATEMENTS

      In connection with the "Safe Harbor" Provisions of the Private
Securities Litigation Reform Act of 1995, the Company has filed cautionary
statements identifying important factors that could cause the Company's actual
results to differ materially from those projected in forward-looking
statements made by, or on behalf of, the Company.  Reference is made to
Exhibit 99.1 filed with the Company's Quarterly Report on Form 10-QSB for the
Period ended September 30, 1996 and other information in filings with the
Securities and Exchange Commission.

                                   - i -
<PAGE>
                      PART I.  FINANCIAL INFORMATION



                     BROWN DISC PRODUCTS COMPANY, INC.
                              BALANCE SHEETS
                                (Unaudited)



<TABLE>
<CAPTION>
                                                  March 31,         June 30,
                                                    1997              1996  
                                                -----------       -----------
<S>                                             <C>               <C>     

ASSETS:

Current Assets:
  Cash ......................................   $    26,438       $   615,229
  Accounts receivable -- net of allowance
    for doubtful accounts of $41,778 at
    at March 31, 1997 and $17,609
    at June 30, 1996 ........................       169,203           187,827

  Inventory .................................        16,304            86,411

  Other .....................................        18,200            19,280

                                                -----------       ----------- 
Total Current Assets ........................       230,145           908,747
                                                -----------       ----------- 

Property, Plant and Equipment:
  Property, plant & equipment, at cost ......     1,495,169         1,422,213
  Less accumulated depreciation .............    (1,353,593)       (1,327,345)
                                                -----------       ----------- 

Property, Plant & Equipment, net ............       141,576            94,868
                                                -----------       ----------- 

Other Assets ................................         9,691             6,271
                                                -----------       ----------- 

Total Assets ................................   $   381,412       $ 1,009,886
                                                ===========       =========== 
</TABLE>






         See accompanying notes to unaudited financial statements.


                                    -1-
<PAGE>
                     BROWN DISC PRODUCTS COMPANY, INC.
                        BALANCE SHEETS (continued)
                                (Unaudited)
<TABLE>
<CAPTION>
                                                  March 31,         June 30,
                                                    1997              1996  
                                                -----------       -----------
<S>                                             <C>               <C>     

LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
  Accounts payable ..........................   $   322,508       $   360,296
  Accrued liabilities .......................        77,649            93,539
  Accrued liabilities to related parties ....       168,633           235,400
  Current portion of notes payable
    to related parties ......................        12,000            54,409
  Current portion of notes payable ..........        35,000            35,102
                                                -----------       ----------- 
Total Current Liabilities ...................       615,790           778,746
                                                -----------       ----------- 
Long-term Debt:
  Notes payable to related parties ..........        39,573            39,798
  Note payable ..............................       290,620           313,520
                                                -----------       ----------- 
Total Long-term Debt ........................       330,193           353,318
                                                -----------       ----------- 
Total Liabilities ...........................       945,983         1,132,064
                                                -----------       ----------- 
Redeemable Preferred Stock:
  Series A Redeemable Preferred stock, 
    no par value; 63,000 shares authorized,
    12,613 shares outstanding at March 31,
    1997 and June 30, 1996 ..................       136,306           133,698
                                                -----------       ----------- 
Stockholders' Deficiency:
  Preferred stock, no par value,
    49,937,000 shares authorized:
      200,000 shares designated 10% Series B
      Convertible Preferred stock,
      liquidation preference $5.00
      per share; outstanding, 6,000 shares
      at March 31, 1997 and 20,000 shares
      at June 30, 1996 ......................        26,368            96,368 
  Common stock, no par value,
    50,000,000 shares authorized;
     5,729,837 shares outstanding at
     March 31, 1997 and 5,070,671 shares
     outstanding at June 30, 1996 ...........     1,957,901         1,770,889
  Warrants ..................................       102,336            61,323
  Additional paid-in capital ................       543,430           554,560
  Accumulated deficit .......................    (3,330,912)       (2,729,016)
                                                -----------       ----------- 
Total Stockholders' Deficiency ..............      (700,877)         (255,876)
                                                -----------       ----------- 
Total Liabilities and Stockholders' Equity ..   $   381,412       $ 1,009,886
                                                ===========       ===========

</TABLE>




         See accompanying notes to unaudited financial statements.


                                    -2-
<PAGE>
                     BROWN DISC PRODUCTS COMPANY, INC.
                         STATEMENTS OF OPERATIONS
                                (Unaudited)
<TABLE>
<CAPTION>
                                  Nine Months ended          Three Months ended
                                      March 31,                   March 31,
                              ------------------------    ------------------------
                                   1997         1996           1997         1996  
                              -----------  -----------    -----------  -----------
<S>                           <C>          <C>            <C>          <C>

Net Sales ..................  $ 1,129,107  $   924,833    $   345,560  $   291,438
Cost of Sales ..............      731,794      727,795        225,049      211,281
                              -----------  -----------    -----------  -----------
Gross Margin ...............      397,313      197,038        120,511       80,187
                              -----------  -----------    -----------  -----------
Operating Costs and Expenses:
  General and administrative      874,720      327,370        282,264      142,360
  Selling ..................      116,187      107,441         35,147       33,569
                              -----------  -----------    -----------  -----------
Total Operating Costs
  and Expenses .............      990,907      434,811        317,411      175,929
                              -----------  -----------    -----------  -----------
Operating Loss .............     (593,594)    (237,773)      (196,900)     (95,742)

Other Income (Expense):
  Interest expense .........      (10,988)     (16,096)        (1,584)      (6,088)
  Other ....................        2,686         (882)        (6,570)        (882)
                              -----------  -----------    -----------  -----------
Net Loss Before
  Extraordinary Item .......     (601,896)    (254,751)      (205,054)    (102,712)

Extraordinary Item --
  Gain on restructuring of
  troubled debt ............          --       189,889            --           -- 
                              -----------  -----------    -----------  -----------
Net Income (Loss) ..........     (601,896)     (64,862)      (205,054)    (102,712)

Increase in Carrying Value
  of Redeemable Preferred
  Stock and Preferred
  Stock Dividends ..........       (2,608)      17,966            --          (630)
                              -----------  -----------    -----------  -----------
Net Income (Loss) Attributable
  to Common Shares .........  $  (604,504) $   (46,896)   $  (205,054) $  (103,342)
                              ===========  ===========    ===========  ===========

Per Common Share:
  Net income (loss) before
    extraordinary item .....  $     (0.11) $     (0.09)   $     (0.04) $     (0.03)
  Extraordinary item .......          --          0.07            --           -- 
  Increase in carrying value
    of redeemable preferred
    stock and preferred
    stock dividends ........        (0.00)        0.00          (0.00)        0.00
                              -----------  -----------    -----------  -----------
  Net income (loss)
    attributable to
    common shares ..........  $     (0.11) $     (0.02)   $     (0.04) $     (0.03)
                              ===========  ===========    ===========  ===========
Weighted Average Common
    Shares Outstanding .....    5,614,786    2,767,459      5,729,837    3,565,873
                              ===========  ===========    ===========  ===========
</TABLE>
           See accompanying notes to unaudited financial statements.

                                      -3-
<PAGE>
                       BROWN DISC PRODUCTS COMPANY, INC.
                            STATEMENTS OF CASH FLOWS
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                      Nine Months ended March 31,
                                                     -----------------------------
                                                          1997              1996  
                                                     -----------       -----------
<S>                                                  <C>               <C>         
OPERATING ACTIVITIES:
Net (loss) income ................................   $  (601,896)      $   (64,862)
Adjustments to reconcile net loss to cash
  provided by (used in) operating activities:
    Stock issued for services ....................        75,000           151,968
    Asset write-downs ............................           --                --
    Depreciation .................................        26,248            32,610
    Loss on sale of equipment ....................           --                --
    Gain on restructuring of troubled debt .......           --           (189,889)
    Changes in operating assets and liabilities:
      Accounts receivable ........................        18,624             8,182
      Inventory ..................................        70,107            23,457
      Other assets ...............................        (2,340)           20,989
      Accounts payable ...........................       (37,788)           42,473
      Accrued liabilities ........................       (15,890)          149,256
      Accrued liabilities to related parties, net        (34,064)              -- 
                                                     -----------       -----------
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES ..      (501,999)          174,183
                                                     -----------       -----------   
INVESTING ACTIVITIES:
Proceeds from sale of equipment ..................           --                --
Purchases of equipment ...........................       (72,956)           (3,323)
                                                     -----------       -----------
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES ..       (72,956)           (3,323)
                                                     -----------       -----------
FINANCING ACTIVITIES:
Proceeds from issuance of common stock ...........        50,000               --
Proceeds from issuance of preferred stock ........           --            218,820
Proceeds from exercise of warrants ...............         1,800               --
Proceeds from borrowings .........................           --                -- 
Repayment of notes payable, net ..................       (65,636)         (390,844)
Repayment of capital lease obligations ...........           --                --
                                                     -----------       -----------
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES ..       (13,836)         (172,024)
                                                     -----------       -----------

NET INCREASE (DECREASE) IN CASH ..................      (588,791)           (1,164)
CASH, BEGINNING OF PERIOD ........................       615,229             3,890
                                                     -----------       -----------
CASH, END OF PERIOD ..............................   $    26,438       $    (2,726)
                                                     ===========       ===========   
                                 
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest ...........................   $    10,988       $    18,759

SUPPLEMENTAL NONCASH FINANCING ACTIVITIES:
Redeemable preferred stock exchanged for
  common stock ...................................   $    70,000       $   496,430
Stock issued for services ........................           --               --
Warrants issued for consulting services ..........        75,000              --
Common stock issued to satisfy accounts payable ..        38,250           151,968

</TABLE>


           See accompanying notes to unaudited financial statements.

                                      -4-
<PAGE>
<PAGE>  7
                       BROWN DISC PRODUCTS COMPANY, INC.
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                    FOR THE NINE MONTHS ENDED MARCH 31, 1997
                                  (Unaudited)

<TABLE>
<CAPTION>
                    Preferred Stock                                               
                       Series B             Common Stock            Warrants       Additional
                  ------------------  ----------------------  -------------------   Paid-in   Accumulated
                   Shares     Amount    Shares       Amount     Shares    Amount    Capital     Deficit        Total   
                  --------  --------  ---------  -----------  ---------  --------  ---------  -----------  -----------
<S>               <C>       <C>       <C>        <C>          <C>        <C>       <C>        <C>          <C>

BALANCES,
 JUNE 30, 1996..    20,000  $ 96,368  5,070,671  $ 1,770,889    302,350  $ 61,323  $ 544,560  $(2,729,016) $  (255,876)

Sale of
 common stock
 for cash.......       --        --      66,666       50,000        --        --         --           --        50,000
   
Conversion
 of Series B
 preferred
 stock to
 common stock...   (14,000)  (70,000)   140,000       70,000        --        --         --           --           --

Warrants
 exercised......       --        --     180,000       35,787   (180,000)  (33,987)       --           --         1,800

Issuance of
 common stock
 to satisfy
 accounts
 payable........       --        --      22,500       38,250        --        --         --           --        38,250

Issuance of
 common stock
 for cancellation
 of 1,000,000
 Class A
 warrants.......       --        --     250,000          --         --        --         --           --           -- 

Issuance of
 Class D
 warrants for
 consulting
 services ......       --        --         --           --     400,000    75,000        --           --        75,000   
  
Increase in
 carrying value
 of redeemable
 preferred 
 stock..........       --        --         --           --         --        --         --         2,608        2,608 

Stock issuance
 costs..........       --        --         --        (7,025)       --        --      (1,130)         --        (8,155)


Net loss........       --        --         --           --         --        --         --      (604,504)    (604,504)

                  --------  --------  ---------  -----------  ---------  --------  ---------  -----------  -----------
BALANCES,
 MAR 31, 1997...     6,000  $ 26,368  5,729,837  $ 1,957,901    522,350  $102,336  $ 543,430  $(3,330,912) $  (700,877)
                  ========  ========  =========  ===========  =========  ========  =========  ===========  ===========
</TABLE>








         See accompanying notes to unaudited financial statements.


                                    -5-
<PAGE>
                     BROWN DISC PRODUCTS COMPANY, INC.
                  NOTES TO UNAUDITED FINANCIAL STATEMENTS
                              MARCH 31, 1997

NOTE 1.     BASIS OF PRESENTATION; UNAUDITED INTERIM STATEMENTS

The accompanying unaudited financial statements at March 31, 1997 been
prepared by Brown Disc Products Company, Inc. (the "Company") pursuant to the
rules of the Securities and Exchange Commission ("Commission").  The
information set forth in the financial statements as of March 31, 1997 and for
the three month and nine month periods ended March 31, 1997 and 1996 are
derived from financial statements which are not covered by the report of
independent public accountants and may be subject to normal year-end audit
adjustments.  In the opinion of management, the unaudited data for these
interim periods reflects all adjustments which are necessary for a fair
presentation of financial position, results of operations and cash flows for
the interim periods covered by such statements.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to the Commission's rules. 
Reference is made to Note 1 of the Notes to Financial Statements contained in
the Company's Annual Report on Form 10-KSB for the fiscal year ended June 30,
1996 for a summary of significant accounting policies utilized by the Company. 
It is suggested that the unaudited financial statements and notes thereto
included in this Report be read in conjunction with the audited financial
statements and notes thereto included in the Company's latest Annual Report on
Form 10-KSB.

The unaudited statements of operations for the interim periods included with
this Report are not necessarily indicative of the results to be expected for
the full year.

NOTE 2.     GOING CONCERN QUALIFICATION; MANAGEMENT'S PLAN

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the liquidation of
liabilities in the normal course of business.  The Company had a net capital
deficiency of $700,877 at March 31, 1997 and has sustained substantial
operating losses in recent years and for the nine months ended March 31, 1997. 
The Company's liabilities of $946,000 at March 31, 1997 exceeded its total
assets of $381,000 at that date.  It had a negative working capital at March
31, 1997 of $386,000 resulting from an excess of $616,000 in current
liabilities compared to current assets of $230,000 at March 31, 1997.  These
factors, among others, adversely affect the ability of the Company to continue
as a going concern.  The interim financial statements included with this
Report do not include any adjustments relating to the recoverability and
classification of recorded assets amounts or the amount and classification of
liabilities that might be necessary should the Company be unable to continue
as a going concern.

During the last year, management has taken steps to decrease costs, increase
margins and increase revenues.   During the first quarter of the current
fiscal year commencing July 1996, the Company increased the range of services
internally processed by the Company's software duplication and distribution
business to include tape duplication and CD-R replication capabilities. 
During the third quarter ended March 31, 1997, the Company closed its
manufacturing operations in Colorado and relocated its corporate office and
distribution operations to offices in California.


                                    -6-
<PAGE>
            NOTES TO UNAUDITED FINANCIAL STATEMENTS (continued)
                              MARCH 31, 1997

NOTE 2.     GOING CONCERN QUALIFICATION; MANAGEMENT'S PLAN (continued)

The Company is continuing to seek and evaluate candidates for possible
acquisition of another business in order to expand the Company's product lines
and sources of revenues.  However, there can be no assurance that an
acquisition will be obtained or successfully completed.  A transaction of this
nature may involve the issuance of additional equity securities that might be
dilutive to the interests of current stockholders and/or may result in a
change in control of the Company.


NOTE 3.     INVENTORIES 

Inventories consist of the following at March 31, 1997 and June 30, 1996:

<TABLE>
<CAPTION>
                                               March 31,         June 30,
                                                 1997               1996
                                            ------------       ------------
   <S>                                      <C>                <C>     
   Raw materials .........................  $     16,304       $     28,571
   Work-in-process .......................           --              31,140
   Finished goods ........................           --              26,700
                                            ------------       ------------
       Total Inventories .................  $     16,304       $     86,411
                                            ============       ============
</TABLE>

During the quarter ended March 31, 1997, obsolete inventories of $58,000 were
written off and charged to general and administrative expenses.


NOTE 4.     PROPERTY AND EQUIPMENT

Property and equipment consists of the following at March 31, 1997 and June
30, 1996:

<TABLE>
                                               March 31,         June 30,
                                                 1997               1996
                                            ------------       ------------
   <S>                                      <C>                <C>     
   Manufacturing equipment ...............  $  1,187,031       $  1,139,329
   Quality control equipment .............       126,292            126,292
   Office furniture and equipment ........       159,025            138,771
   Leasehold improvements ................        22,821             17,821
                                            ------------       ------------
                                               1,495,169          1,422,213
   Less accumulated depreciation .........    (1,353,593)        (1,327,345)
                                            ------------       ------------
   Property and equipment -- net .........  $    141,576       $     94,868
                                            ============       ============
</TABLE>

NOTE 5.     STOCKHOLDERS' EQUITY

Class C common stock purchase warrants were exercised for the purchase of
180,000 shares of common stock at $1,800 on July 3, 1996.


                                    -7-
<PAGE>
            NOTES TO UNAUDITED FINANCIAL STATEMENTS (continued)
                              MARCH 31, 1997

NOTE 5.     STOCKHOLDERS' EQUITY (continued)

The Company issued 22,500 shares of its common stock on July 19, 1996 in
payment of $38,240 of accounts payable for consulting services.

During the quarter ended September 30, 1996, 14,000 shares of the Series B
convertible preferred stock were converted into 140,000 shares of the
Company's common stock.  Accrued and unpaid dividends were automatically
waived on the shares converted.

During June and July 1996, the Company issued and sold 919,666 shares of its
Common Stock in a private placement for $689,750 in cash ($0.75 per share) to
19 investors, of which 66,666 shares were sold in the quarter ended September
30, 1996 for net proceeds of $50,000.  The purpose of the financing was to
obtain additional working capital required to sustain the Company's
operations, reduce past due debt obligations and to finance certain expenses
incurred in connection with a proposed merger that was subsequently abandoned. 
Investors in this offering were granted certain rights for the registration of
their shares under the Securities Act of 1933, including "piggy-back" rights
to participate in one registration if the Company files a registration
statement after September 30, 1996, and a mandatory registration right
exercisable in June 1997 if the investors have not been offered piggy-back
rights to participate in a registration statement prior to May 31, 1997.

On September 28, 1996 the Company issued 250,000 shares of its common stock in
exchange for the surrender of 1,000,000 Class A common stock purchase
warrants.

The Company issued 400,000 Class D common stock purchase warrants on December
30, 1996 in payment of financial consulting services.  These warrants are
exercisable at $0.25 per share until the warrants expire on December 31, 2001.
An amount of $75,000 for the value of these warrants at date of issue was
charged against a previously established $100,000 reserve for settlement and
consulting costs.

NOTE 6.     WARRANTS

The following stock purchase warrants are outstanding at March 31, 1997:

<TABLE>
<CAPTION>
                Number of             Exercise Price               Expiration 
                Warrants                Per Share                    Date
              -----------            --------------              -----------
              <S>                    <C>                         <C>
                  112,350                  $.01                     2000 
                1,000,000                  $.10                     2000 
                2,410,000                  $.25                  2000 - 2001
</TABLE>

As discussed in Note 11 below, the Company has entered into agreements
providing for the cancellation of all 1,000,000 warrants exercisable at $.10
per share and 2,000,000 of the warrants exercisable at $.25 per share included
in the above table.

NOTE 7.     EARNINGS PER SHARE

Net income per common share is based upon the weighted average number of
common shares outstanding during the periods presented.  No effect has been
given to conversion of preferred stock or exercise of common stock purchase
warrants since the effect would be antidilutive.
 
                                    -8-
<PAGE>
            NOTES TO UNAUDITED FINANCIAL STATEMENTS (continued)
                              MARCH 31, 1997

NOTE 8.     LEGAL PROCEEDINGS

On August 27, 1996, the Company entered into an agreement to acquire from
First New Hampshire Bank all the assets and equipment of Softwise Services,
Inc. as a result of Softwise Services' defaulting on a promissory note.  The
Company paid $102,000 and agreed to assume a $200,000 note payable bearing
interest at 6% at the time of closing to be repaid over 11 years.  The Company
operated Softwise Services' assets until First New Hampshire Bank requested
that the Company cease use of the equipment.  In connection with this
transaction, First New Hampshire Bank could not warrant to the Company that
First New Hampshire Bank had legal title to the assets.  As a result, the
Company is of the opinion that First New Hampshire Bank has breached the
agreement.  The Company's legal counsel was unsuccessful in efforts to
negotiate a settlement, and this matter has been referred to arbitration
proceedings scheduled for mid-1997 in which the Company seeks the return of
$102,000, a release from the agreement to assume a $200,000 note payable and
recovery of expenses and damages.  The Company's legal counsel has advised
management that at this preliminary stage the outcome of such legal
proceedings is indeterminable.  As of March 31, 1997, the Company had recorded
approximately $305,000 of general and administrative expenses relating to the
abandoned efforts to acquire equipment from First New Hampshire Bank,
including the $102,000 cash deposit described above.  The Company believes
that it will prevail in this matter and no accrual for additional possible
loss has been made in the financial statements of the Company at March 31,
1997.

NOTE 9.     RELATED PARTY TRANSACTIONS
  
On April 24, 1996, the Company reached a settlement agreement with the
Company's former president under which the former president agreed to resign
his employment and to resign as a director.  In connection with these
resignations, the Company agreed to pay the former president: (1) past due
wages of $6,400, payable one-half on or before August 1, 1996
and one-half on or before September 1, 1996; (2) $62,773 note, of which $5,000
was paid on May 1996 and the remaining balance is payable in monthly
installments of $1,000 through September 2001, with $5,000 payments on July 1,
September 1, and November 1, 1996; (3) 250,000 shares of the Company common
stock; and (4) 5% of the proceeds realized by the Company from any future
equity financing, recapitalization or sale of equipment up to a maximum
payment of $200,000.

As of December 31, 1996, the Company had paid $34,488 of the contingent
payment due as a result of item 4 above and the balance of $165,512 has been
recorded as a current liability because management believes it is probable
that future equity financing will be raised.  The amounts due under items 1
and 4 above are included in accrued liabilities to related parties, and the
amount due under item 2 is included in notes payable to related parties.

The Company agreed to pay an affiliated company of a former chief executive
officer $29,000 for their efforts to restructure debt obligations.  This
amount is also recognized as an accrued liability to related parties at June
30, 1996 and was fully paid during the quarter ended September 30, 1996.

See also Note 11 below.



                                    -9-
<PAGE>
            NOTES TO UNAUDITED FINANCIAL STATEMENTS (continued)
                              MARCH 31, 1997

NOTE 10.    EXTRAORDINARY ITEMS

During the year ended June 30, 1996, the Company arranged to pay a creditor
$127,921 in full settlement of a note payable with a remaining balance of
$417,497.  In addition, the Company paid a supplier $25,000 in full settlement
of an account with a balance of $49,575.  Consequently, the Company recognized
an extraordinary gain of $274,151 net of restructuring costs of $40,000.

NOTE 11.    SUBSEQUENT EVENTS

ISSUANCE OF COMMON STOCK FOR SERVICES

In April 1997, the Company's Board of Directors adopted a 1997 Stock Award
Plan (the "1997 Stock Plan") and elected to abandon its previously authorized
1996 Stock Compensation Plan.  No shares were issued under the 1996 Stock
Compensation Plan.

The 1997 Stock Plan permits the Board to issue shares of the Company's common
stock to compensate officers, directors, employees and other individuals
acting as consultants to the Company for services rendered to the Company.  Up
to 500,000 shares of common stock will be available for payment of
compensation under the 1997 Stock Plan.  The 1997 Stock Plan was adopted
effective as of April 1, 1997 and will expire on December 31, 2000 or earlier
if all shares covered by the 1997 Stock Plan have been awarded.

On April 30, 1997, the Company issued 400,000 shares of common stock to
various individuals under the 1997 Stock Plan which were issued in
satisfaction of approximately $66,000 of accounts payable as of March 31, 1997
and approximately $135,000 as compensation for services subsequent to March
31, 1997.

ISSUANCE OF COMMON STOCK AND CANCELLATION OF WARRANTS

On March 17, 1997, the President of the Company, David J. Lopes, agreed to
surrender for cancellation 500,000 Class A common stock purchase warrants as a
contribution to the capital of the Company.

On March 19, 1997, an officer and director of the Company, Daryl Silversparre,
agreed to surrender for cancellation 500,000 Class A common stock purchase
warrants and 1,000,000 Class B common stock purchase warrants in exchange for
the issuance by the Company of 250,000 shares of the Company's common stock.

On March 19, 1997, a former officer and director of the Company, Ronald H.
Cole, agreed to surrender for cancellation 1,000,000 Class A common stock
purchase warrants in exchange for the issuance by the Company of 50,000 shares
of the Company's common stock and the transfer to Mr. Cole of all of the
Company's rights to the trademark "Channel Soft", the Internet World Wide Web
URL address "channelsoft.com" and any software previously developed by the
Company for use with the Channel Soft tradename.  Channel Soft software was
intended to provide for distribution of clients' software via electronic
download to customers desiring immediate access to software purchases.  The
Company elected to abandon the implementation of this program and has reserved
a right to receive royalties equal to 1% of any revenues that may be generated
by Mr. Cole's future use, if any, of the Channel Soft rights assigned to Mr.
Cole.

The Company's obligation to issue 300,000 shares of common stock and the
cancellation of 3,000,000 common stock purchase warrants as a result of the
above agreements has not been reflected in the Company's financial statements
at March 31, 1997, and will be recorded for financial reporting purposes when
the shares are issued pursuant to these agreements.

                                   -10-
<PAGE>
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS

      The following discussion and analysis should be read in conjunction with
the financial statements and notes thereto appearing elsewhere in this Report.

INTRODUCTION

      The Company commenced operations in September 1987.  To date, the
Company has not operated on a profitable basis and it was required to
reorganize under the protection of Chapter 11 of the U.S. Bankruptcy Act in
1992 and 1993 to restructure and extend payment terms of its secured and
unsecured debt obligations.

      The Company has incurred net losses from operations since inception and
its sales trend during the last three fiscal years was unfavorable.  Revenues
for the fiscal year ended June 30, 1996 of $1,257,000 reflected a continuing
sales decline compared to $1,669,000 and $2,693,000 in net sales for the
fiscal years ended June 30, 1995 and 1994, respectively.  As a result of
declining revenues, gross profits before operating costs and expenses for the
year ended June 30, 1996 was $245,000 compared to gross profits of $271,000
and $613,000 for the years ended June 30, 1995 and 1994, respectively.  For
the most recent full fiscal year ended June 30, 1996, the Company incurred a
net loss of $847,000, notwithstanding a non-recurring $274,000 gain on
restructuring troubled debt, compared to a net loss of $372,000 for the prior
fiscal year ended June 30, 1995 and a net loss of $124,000 in the fiscal year
ended June 30, 1994.   Although revenues for the nine months ended March 31,
1997 improved by approximately $204,000 compared to the nine months ended
March 31, 1996, an additional net loss of $605,000 was incurred for the nine
months ended March 31, 1997. 

      At March 31, 1997, the Company had total liabilities of approximately
$946,000, redeemable Series A preferred stock of $136,000 requiring mandatory
redemption from future net income, an accumulated deficit from operations
since inception in 1987 of $3,331,000, and a deficit in stockholders' equity
of $701,000.   The Company's liabilities were significantly reduced during the
year ended June 30, 1996 by debt settlements which resulted in $274,000 of
debt forgiveness, payment of $291,000 in debt in cash and securities, and the
conversion of $515,000 of Series A redeemable preferred stock into common
stock.

      Increases in revenues are required for the Company to absorb existing
overhead levels.  In view of historical losses from operations, limited
working capital and the necessity of applying certain cash flows for debt
service obligations, the Company has not been able to invest significantly in
sales and marketing programs, and accordingly has generally limited these
activities to telemarketing and selected trade shows.

      THE REPORT OF STOCKMAN KAST RYAN AND SCRUGGS, PC ON THE FINANCIAL
STATEMENTS OF THE COMPANY FOR THE FISCAL YEAR ENDED JUNE 30, 1996 CONTAINS A
PARAGRAPH EXPRESSING SUBSTANTIAL DOUBT CONCERNING THE ABILITY OF THE COMPANY
TO CONTINUE AS A GOING CONCERN.   Management's plan to address these matters
is discussed below and in Note 1 of the Notes to Financial Statements included
in the Company's Annual Report on Form 10-KSB for the fiscal year ended June
30, 1996.

      Results of operations in the future will be influenced by a variety of
factors, some of which cannot be accurately predicted at the present time. 
These include, among others, the ability of the Company to successfully
negotiate the acquisition of another business enterprise, the Company's
ability to raise additional equity capital, demand for software products of
customers serviced by the Company, competitive conditions and the ability of
the Company to control costs.  There can be no assurance the Company will
achieve revenue growth or profitability on a quarterly or annual basis.

                                   -11-
<PAGE>
MANAGEMENT'S PLAN

      The Company's core business involves the manufacture and sale of
software media storage discs.  Notwithstanding continuing growth in demand for
software media storage, this is a mature industry with limited capital entry
requirements in which the Company and its competitors hold no significant
proprietary rights, and therefore is characterized by intense competition and
narrow gross profit margins.  Former management's strategic plan to expand
sales focused on the magnetic media industry and complementary markets,
specifically software duplication and allied printing and customization
services.  The Company has added revenue from this business in recent years,
but such revenues were inadequate to compensate for significant sales declines
in media storage devices.

      Since February 1996, certain debt restructuring agreements reduced
annual interest expenses.   During the first quarter of the current fiscal
year commencing July 1996, the Company increased the range of services
internally processed by the Company's software duplication and distribution
business to include tape duplication and CD-R replication capabilities.  In
the third quarter of the current fiscal year, new management concluded that
the Company would not be able to increase revenues of its existing products to
a degree necessary to absorb fixed and variable overhead expenses.  
Accordingly, the Company determined not to actively pursue plans for
development of a World Wide Web site for customer software distribution or to
further develop internal capacity for software duplication services.   In
February 1997, the Company ceased its manufacturing operations in Colorado and
relocated its corporate office and distribution operations to California to
further reduce monthly overhead expenses.

      The Company's current management is pursuing business strategies to
increase sales and improve results of operation by seeking the acquisition of
one or more additional businesses with a view to expanding the Company's
product lines and increasing revenues from such expansion.  The Company is
actively seeking the acquisition of additional assets or other businesses in
the industry of fabricating and supplying quartz glass products for use in the
manufacture of integrated circuits by the semiconductor industry.   There can
be no assurance that an acquisition will be obtained or successfully
completed.  A transaction of this nature may involve the issuance of
additional equity securities that might be dilutive to the interests of
current stockholders and/or may result in a change in control of the Company.

      Management intends to monitor the progress of the Company's software
media storage and duplication businesses and reserves the right to redeploy
its assets if satisfactory progress is not achieved. 

RESULTS OF OPERATIONS:

NINE MONTHS ENDED MARCH 31, 1997 ("1997 PERIOD") 
COMPARED TO THE NINE MONTHS ENDED MARCH 31, 1996 ("1996 PERIOD"):

      REVENUES:  The Company's revenues for the nine months ended March 31,
1997 (the "1997 Period") were $1,129,000, an increase of $204,000, or
approximately 22%, from $925,000 in revenues for the nine months ended March
31, 1996 (the "1996 Period).  The increase in sales was primarily attributable
to an increase in customers.  Revenues for the three months ended March 31,
1997 were $346,000 compared to $291,000 for the comparable three months ended
March 31, 1996 and $352,000 of revenues in the immediately preceding quarter
ended December 31, 1996. 


                                   -12-
<PAGE>
      COST OF SALES:   Cost of sales for the 1997 Period were $732,000,
resulting in a gross profit of $397,000, or 35.2% of net sales, compared to a
gross profit of $197,000, or 21.3% of net sales in the 1996 Period.  The
improvement in gross profit margins was due in part to cost reductions and in
part to efficiencies resulting from added sales volume.  In view of the
Company's high level of fixed overhead costs relative to sales volumes,
further improvement in gross margins will be substantially dependent upon
revenue increases, as to which there are no assurances.

      SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:   Selling, general and
administrative expenses during the 1997 Period were $991,000, of which
$116,000 were selling and marketing expenses and $875,000 were general and
administrative costs.  Total selling, general and administrative expenses
increased by $556,000 as compared to selling, general and administrative
expenses of $435,000 in the 1996 Period.  General and administrative expenses
increased by $556,000 in the 1997 Period compared to the 1996 Period primarily
as a result of non-recurring expenses including a $58,000 write-off of
inventories due to obsolescence and lack of sales demand, $92,000 for capital
raising activities and $305,000 of costs incurred primarily in connection with
an abandoned effort to acquire additional equipment in New Hampshire.

      As a result of limited capital, the Company's sales and marketing in the
last two years have been generally limited to telemarketing, direct contact of
customers and prospects by internal sales staff and participation in selected
trade shows.  

      INTEREST EXPENSE:   Interest expense in the 1997 Period was $11,000,
compared to $16,000 for the 1996 Period.  The reduction in interest expense is
due to a reduction in outstanding indebtedness during fiscal 1997.

      OPERATING RESULTS:  Net loss for the 1997 Period was $602,000 compared
to a net loss before extraordinary item of $255,000 incurred in the prior 1996
Period.  As discussed above, the increase in net loss from operations was due
to increases in general and administrative expenses including non-recurring
expenses of approximately $455,000.   Net loss per common share was $.11 in
the 1997 Period, compared to a net loss before extraordinary items of $.09 per
share in the 1996 Period.   An extraordinary gain of $190,000 was recorded in
the prior 1996 Period for gains on restructuring troubled debt.

LIQUIDITY AND CAPITAL RESOURCES:

      At March 31, 1997, the Company had cash resources of $26,000, current
assets of $230,000 and current liabilities of $616,000, resulting in a deficit
working capital position of $386,000.  Included in current liabilities is a
contingent liability of $166,000 due the Company's former President under a
settlement agreement that is required to be paid only from 5% of the proceeds
realized from subsequent financings by the Company, if any.

      The Company's deficit working capital of $386,000 at March 31, 1997
declined from positive working capital of $130,000 at June 30, 1996.  The
$516,000 reduction in working capital during the nine months ended March 31,
1997 was primarily due to $502,000 of cash used in operating activities during
the nine months ended March 31, 1997 which included $455,000 of nonrecurring
expenses described above.

      The Company's management anticipates that the Company will incur losses
from operations for the immediate future.  Losses from operations are expected
to continue until such time as sales increase to a level necessary to absorb

                                   -13-
<PAGE>
fixed costs, as to which there is no assurance.  Revenue increases will be
dependent upon a variety of factors such as the acquisition of another
business to expand the Company's products and services.  The Company plans to
seek additional equity and/or debt financing to sustain its operations and/or
to provide for the acquisition of an additional business or assets.  There can
be no assurance that adequate financing will be obtained to support planned
expansion of the Company's products and services.

      During the 1997 Period, capital asset additions were $73,000.  The
Company currently has no material obligations or commitments for additional
capital expenditures and would be unable to finance material capital asset
additions unless additional equity capital is obtained.  During recent years,
the Company has been operating with used software duplication and printing
equipment.  As this equipment has aged, productivity has declined, the cost of
maintenance has increased and expenses to maintain product quality have
increased.  In part as a result of these considerations, the Company ceased
its manufacturing operations in Colorado in February 1997 and relocated its
corporate office and distribution operations to California to further reduce
monthly overhead expenses.

      The Company had approximately $3,100,000 of net operating loss carry-
forwards available as of June 30, 1996 to offset future taxable income for
federal income tax purposes.  Federal operating loss carryforwards expire
during the years from 2005 to 2020.  In the event the Company successfully
obtains additional equity capital, the federal net operating loss carryforward
may be subject to certain limitations if there are greater than 50% changes in
equity ownership of the Company.

      The Company believes that the relatively minor rate of inflation over
the past few years has not had a significant impact on the Company's revenues
and results of operations.

                       PART II -- OTHER INFORMATION

ITEM 5.   OTHER EVENTS.

RELOCATION OF OFFICES

      To further reduce monthly overhead expenses, in February 1997 the
Company ceased its manufacturing operations in Colorado and relocated its
corporate office and distribution operations to California.  The Company's
principal office is has been relocated to 3029 S. Harbor Blvd., Santa Ana,
California  92704 and its telephone number is (714) 429-5984.


CHANGE IN EXECUTIVE OFFICERS

      On February 16, 1996, Ronald H. Cole was removed as an executive officer
of the Company by its Board of Directors.   Mr. David J. Lopes, a member of
the Board, was elected to serve as Chairman of the Board, President and
Treasurer to replace Mr. Cole.


CHANGE IN STRATEGIC PLAN FOR EXPANSION

      The Company's Report on Form 10-KSB for the fiscal year ended June 30,
1996 and its Report on Form 10-QSB for the quarter ended September 30, 1996
indicated that management's strategic plan to increase revenues included
evaluating the possibility of adding capacity to process internally CD-ROM
replications, development of a World Wide Web site as a channel of
distribution for customer software, and seeking the acquisition of additional
assets or another business in a related computer services industry.  During

                                   -14-
<PAGE>
the first quarter of the current fiscal year, the Company increased the range
of services internally processed by the Company's software duplication and
distribution business to include tape duplication and CD-R replication
capabilities.

      Concurrent with the Board of Directors' decision to remove Ronald H.
Cole as an executive officer on February 16, 1996, the Company's management 
terminated all other programs to expand the Company's service capabilities in
software duplication and distribution and abandoned development of a World
Wide Web site as a channel of distribution for customer software.  Under the
direction of its new Chief Executive Officer, David J. Lopes, the Company's
strategic plan will be to seek the acquisition of assets or other businesses
in the industry of fabricating and supplying quartz glass products for use in
the manufacture of integrated circuits by the semiconductor industry.   Mr.
Lopes had prior experience in this field during his tenure as President and
Chief Executive Officer of California Quartz, Inc., which owned a quartzglass
products fabrication business from 1979 until that business was sold in
September 1994 to Heraeus Amersil, Inc., a North American affiliate of Heraeus
Quarzglas GmbH.  There can be no assurance that one of more such acquisitions
will be obtained or successfully completed.  A transaction of this nature may
involve the issuance of additional equity securities that might be dilutive to
the interests of current stockholders and/or may result in a change in control
of the Company.


ADOPTION OF 1997 STOCK AWARD PLAN AND ISSUANCE OF 400,000 SHARES

      In April 1997, the Company's Board of Directors adopted a 1997 Stock
Award Plan (the "1997 Stock Plan") and elected to abandon its previously
authorized 1996 Stock Compensation Plan.  No shares were issued under the 1996
Stock Compensation Plan.

      The 1997 Stock Plan permits the Board to issue shares of the Company's
common stock to compensate officers, directors, employees and other
individuals acting as consultants to the Company for services rendered to the
Company.  Up to 500,000 shares of common stock will be available for payment
of compensation under the 1997 Stock Plan.  The 1997 Stock Plan was adopted
effective as of April 1, 1997 and will expire on December 31, 2000 or earlier
if all shares covered by the 1997 Stock Plan have been awarded.  All of the
shares covered by the 1997 Stock Plan have been registered on Form S-8 under
the Securities Act of 1933.

      On April 30, 1997, the Company issued 400,000 shares of common stock to
various individuals under the 1997 Stock Plan which were issued in
satisfaction of approximately $66,000 of accounts payable as of March 31, 1997
and approximately $135,000 as compensation for services subsequent to March
31, 1997.


AGREEMENTS RELATING TO CANCELLATION OF 3,000,000 WARRANTS AND ISSUANCE OF
300,000 SHARES OF COMMON STOCK

On March 17, 1997, the President of the Company, David J. Lopes, agreed to
surrender for cancellation 500,000 Class A common stock purchase warrants as a
contribution to the capital of the Company.

On March 19, 1997, an officer and director of the Company, Daryl Silversparre,
agreed to surrender for cancellation 500,000 Class A common stock purchase
warrants and 1,000,000 Class B common stock purchase warrants in exchange for
the issuance by the Company of 250,000 shares of the Company's common stock.

                                   -15-
<PAGE>
On March 19, 1997, a former officer and director of the Company, Ronald H.
Cole, agreed to surrender for cancellation 1,000,000 Class A common stock
purchase warrants in exchange for the issuance by the Company of 50,000 shares
of the Company's common stock and the transfer to Mr. Cole of all of the
Company's rights to the trademark "Channel Soft", the Internet World Wide Web
URL address "channelsoft.com" and any software previously developed by the
Company for use with the Channel Soft tradename.  Channel Soft software was
intended to provide for distribution of clients' software via electronic
download to customers desiring immediate access to software purchases.  The
Company elected to abandon the implementation of this program and has reserved
the right to receive royalties equal to 1% of revenues, if any, that may be
generated by Mr. Cole's future use of the Channel Soft rights assigned to Mr.
Cole.

      The exercise price for the Class A warrants surrendered for cancellation
was $0.25 per share and the exercise price for the Class B warrants
surrendered for cancellation was $.10 per share.  Under their terms, these
warrants were exercisable until September 7, 2000.  The prices for the
Company's Common Stock in the over-the-counter market on March 17, 1997, the
date that the above agreements were first offered by the Company, ranged from
$0.50 to $0.59 per share.  Messrs. Silverspaare and Cole agreed to discount
the value of the Class A Warrants and Class B Warrants surrendered in exchange
for the Company's common stock to reflect a lack of liquidity for the warrants
and their underlying shares of common stock as a result of the size of the
block and restrictions as to resale under applicable securities laws.


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
 
(a)         EXHIBITS:   

The following exhibits are filed as part of this Report or are incorporated by
reference to prior filings with the Securities and Exchange Commission.

*  Indicates exihibits filed with this Report.

<TABLE>
<CAPTION>

Exhibit 
  No.       Description 
------      ------------
<S>         <C>

  10.19     Registrant's 1997 Stock Award Plan, incorporated by reference to
            Exhibit 4.1 of Registrant's Registration Statement on From S-8
            filed with the Securities and Exchange Commission on April 25,
            1997.

* 10.21     Agreement dated March 17, 1997 for the Cancellation of 500,000
            Class A Common Stock Purchase Warrants between the Registrant and
            David J. Lopes.

* 10.22     Agreement dated March 19, 1997 for the Issuance of 250,000 shares
            of Common Stock in exchange for Cancellation of 500,000 Class A
            Common Stock Purchase Warrants and 1,000,000 Class B Common Stock
            Purchase Warrants between the Registrant and Daryl Silversparre.

* 10.23     Agreement dated March 19, 1997 for the Issuance of 50,000 shares
            of Common Stock and assignment of Channel Soft rights in exchange
            for Cancellation of 1,000,000 Class A Common Stock Purchase
            Warrants between the Registrant and Ronald H. Cole.

                                   -16-
<PAGE>
* 27        Financial Data Schedule at March 31, 1997.

</TABLE>

(b)         REPORTS ON FORM 8-K.    

No reports on Form 8-K were filed during the quarter ended March 31, 1997.


                                SIGNATURES
 
     Pursuant to the requirements of Section 13 of 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
 
Date:  May 15, 1997

                      BROWN DISC PRODUCTS COMPANY, INC.
                        (Registrant)

                      By:  /s/  David J. Lopes
                           ----------------------------- 
                           David J. Lopes, President            
                             Chief Executive Officer and
                             Chief Financial Officer

                                   -17-