<PAGE>

                        COMPANY: WORLD OF SCIENCE, INC.
                                 TICKER: WOSI
                                EXCHANGE: NMS

                                FORM-TYPE: 10-Q

                          DOCUMENT DATE: May 1, 1999
                          FILING DATE: June 15, 1999

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

                      SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, DC 20549

                                   FORM 10-Q

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

                       For the quarterly period ended May 1, 1999

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

         For the transition period from        to

                         Commission File No:000-22679

                            WORLD OF SCIENCE, INC.

            (Exact name of Registrant as specified in this charter)

                 NEW YORK                                   16-0963838

     (State or other jurisdiction of           (IRS Employer Identification No.)
      incorporation or organization)

           900 Jefferson Road, Building 4, Rochester, New York 14623

              (Address of principal executive offices) (Zip code)

       Registrant's telephone number, including area code: (716)475-0100

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

              YES   x                                            NO

Common stock outstanding as of May 31, 1999:  4,761,155 shares of common stock.

                                       1
<PAGE>

                            WORLD OF SCIENCE, INC.

                                     INDEX
                                                                   Page Number

PART I.  FINANCIAL INFORMATION

ITEM 1.  Financial Statements (Unaudited)

         Condensed Consolidated Statements of Operations ....................3

         Condensed Consolidated Balance Sheets...............................4

         Condensed Consolidated Statements of Cash Flows.....................5

         Notes to Condensed Consolidated Financial Statements................6

ITEM 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations..........................................7-11

ITEM 3.  Quantitative and Qualitative Disclosures about Market Risk - None

PART II. OTHER INFORMATION

ITEM 1.  Legal Proceedings - None

ITEM 2.  Changes in Securities and Use of Proceeds - None

ITEM 3.  Defaults Upon Senior Securities - None

ITEM 4.  Submission of Matters to a Vote of Security Holders - None

ITEM 5.  Other Information - None

ITEM 6.  Exhibits and Reports on Form 8-K ..................................12

         SIGNATURE..........................................................13

                                       2
<PAGE>

                            WORLD OF SCIENCE, INC.,
                                AND SUBSIDIARY
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                     (IN THOUSANDS EXCEPT PER SHARE DATA)

                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                          THREE MONTHS ENDED
                                                               -----------------------------------------
                                                                   MAY 1,                    MAY 2,
                                                                    1999                      1998
                                                               --------------            --------------
<S>                                                            <C>                       <C>
NET SALES                                                      $        8,839            $        7,863

COST OF SALES AND OCCUPANCY EXPENSES                                    7,475                     6,337
                                                               --------------            --------------
            GROSS PROFIT                                                1,364                     1,526

SELLING, GENERAL & ADMINISTRATIVE EXPENSES                              3,980                     3,373
                                                               --------------            --------------

                   OPERATING LOSS                                      (2,616)                   (1,847)

INTEREST INCOME (EXPENSE), NET                                             (6)                       49
                                                               --------------            --------------

LOSS BEFORE INCOME TAXES                                               (2,622)                   (1,798)

INCOME TAX BENEFIT                                                     (1,049)                     (719)
                                                               --------------            --------------

NET LOSS                                                       $       (1,573)           $       (1,079)
                                                               ==============            ==============

NET LOSS PER SHARE (BASIC)                                     $        (0.33)           $        (0.21)
                                                               ==============            ==============

NET LOSS PER SHARE (DILUTED)                                   $        (0.33)           $        (0.21)
                                                               ==============            ==============

          WEIGHTED AVERAGE SHARES (BASIC)                          4,761                     5,080
         WEIGHTED AVERAGE SHARES (DILUTED)                         4,761                     5,080

</TABLE>

     See accompanying notes to condensed consolidated financial statements

                                       3
<PAGE>

                            WORLD OF SCIENCE, INC.
                                AND SUBSIDIARY
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                   (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                            MAY 1,          JANUARY 30,            MAY 2,
                                                                            1999               1999                 1998
                                                                      ---------------     --------------     ---------------
<S>                                                                   <C>                 <C>                <C>
CURRENT ASSETS:
   CASH AND CASH EQUIVALENTS                                          $            87     $        3,543     $         1,880
   ACCOUNTS RECEIVABLE                                                            239                443                 212
   INVENTORIES                                                                 12,835             10,225              11,664
   PREPAID EXPENSES AND OTHER CURRENT ASSETS                                    1,039                739                 699
   TAXES RECEIVABLE                                                             1,049                                    719
   DEFERRED INCOME TAXES                                                          664                664                 551
                                                                      ---------------     --------------     ---------------
            TOTAL CURRENT ASSETS                                               15,913             15,614              15,725

PROPERTY, EQUIPMENT AND
   LEASEHOLD IMPROVEMENTS, NET                                                 10,444              9,678               7,252

DEFERRED INCOME TAXES                                                             872                872                 658
                                                                      ---------------     --------------     ---------------

TOTAL ASSETS                                                          $        27,229     $       26,164     $        23,635
                                                                      ===============     ==============     ===============

CURRENT LIABILITIES:
   LINE OF CREDIT                                                     $         2,685     $                  $
   CURRENT INSTALLMENTS OF LONG TERM DEBT                                                                                 45
   CURRENT INSTALLMENTS OF OBLIGATIONS
       UNDER CAPITAL LEASES                                                       119                 94                 175
   ACCOUNTS PAYABLE                                                             2,241              1,362               1,868
   ACCRUED EXPENSES                                                               814                647                 640
   INCOME TAXES PAYABLE                                                            15              1,245                  88
                                                                      ---------------     --------------     ---------------
            TOTAL CURRENT LIABILITIES                                           5,874              3,348               2,816

OBLIGATIONS UNDER CAPITAL LEASES, EXCLUDING
   CURRENT INSTALLMENTS                                                           167                 82                 133
ACCRUED OCCUPANCY EXPENSE                                                         938                911                 813
                                                                      ---------------     --------------     ---------------

TOTAL LIABILITIES                                                               6,979              4,341               3,762
                                                                      ---------------     --------------     ---------------

STOCKHOLDERS' EQUITY:
   PREFERRED STOCK, $.01 PAR VALUE
     AUTHORIZED 5,000,000 SHARES;
     NO SHARES ISSUED AND OUTSTANDING
   COMMON STOCK, $.01 PAR VALUE
     AUTHORIZED 10,000,000 SHARES;
     ISSUED 5,079,955 SHARES AT 5/1/99,
         1/30/99, AND  5/2/98                                                      51                 51                  51
   ADDITIONAL PAID-IN CAPITAL                                                  11,398             11,398              11,398
   RETAINED EARNINGS                                                            9,450             11,023               8,424
   TREASURY STOCK, 318,800 SHARES, AT COST                                       (649)              (649)
                                                                      ---------------     --------------     ---------------
            TOTAL STOCKHOLDERS' EQUITY                                         20,250             21,823              19,873
                                                                      ---------------     --------------     ---------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $        27,229     $       26,164     $        23,635
                                                                      ===============     ==============     ===============
</TABLE>

     See accompanying notes to condensed consolidated financial statements

                                       4
<PAGE>

                            WORLD OF SCIENCE, INC.
                                AND SUBSIDIARY
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (DOLLARS IN THOUSANDS)

                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                   THREE MONTHS ENDED
                                                                         ------------------------------------
                                                                              MAY 1,                MAY 2,
                                                                              1999                  1998
                                                                         --------------        --------------
<S>                                                                      <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   NET LOSS                                                              $       (1,573)       $       (1,079)
   ADJUSTMENTS TO RECONCILE NET LOSS TO
      NET CASH USED IN OPERATING ACTIVITIES:
      DEPRECIATION AND AMORTIZATION                                                 438                   325
      CHANGE IN ASSETS AND LIABILITIES:
         (INCREASE) DECREASE IN:
              ACCOUNTS RECEIVABLE                                                   204                   (99)
              INVENTORIES                                                        (2,610)               (1,260)
              PREPAID EXPENSES AND OTHER
                  CURRENTS ASSETS                                                  (300)                 (166)
              TAXES RECEIVABLE                                                   (1,049)                 (719)
         (DECREASE) INCREASE IN:
              ACCOUNTS PAYABLE                                                      879                   548
              ACCRUED EXPENSES                                                      167                    70
              INCOME TAXES PAYABLE                                               (1,230)               (1,312)
              ACCRUED OCCUPANCY EXPENSE                                              27                    33
                                                                         --------------        --------------
      NET CASH USED IN OPERATING ACTIVITIES:                                     (5,047)               (3,659)
                                                                         --------------        --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   CAPITAL EXPENDITURES, NET                                                     (1,047)               (1,146)
                                                                         --------------        --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   PROCEEDS FROM ADVANCES ON LINE OF CREDIT                                       2,685
   PRINCIPAL PAYMENTS ON LONG-TERM DEBT                                                                   (24)
   PRINCIPAL PAYMENTS ON CAPITAL LEASES                                             (47)                  (33)
                                                                         --------------        --------------
NET CASH PROVIDED BY INVESTING ACTIVITIES                                         2,638                   (57)
                                                                         --------------        --------------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                             (3,456)               (4,862)

CASH AND CASH EQUIVALENTS:
   BEGINNING OF PERIOD                                                            3,543                 6,742
                                                                         ==============        ==============
   END OF PERIOD                                                         $           87        $        1,880
                                                                         ==============        ==============

CASH PAID DURING PERIOD FOR:
   INTEREST                                                              $           21        $           13
   INCOME TAXES                                                          $        1,230        $        1,312
                                                                         ==============        ==============

NONCASH INVESTING AND FINANCING ACTIVITY:
   ACQUISITION OF EQUIPMENT UNDER A CAPITAL LEASE                        $          157        $       -
                                                                         ==============        ==============
</TABLE>

     See accompanying notes to condensed consolidated financial statements

                                       5
<PAGE>

                            WORLD OF SCIENCE, INC.
                                AND SUBSIDIARY
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   UNAUDITED

NOTE 1. - Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not include all
the information and footnotes required by generally accepted accounting
principles for complete financial statements and are subject to year-end
adjustments. However, in the opinion of management, all known adjustments (which
consist primarily of normal recurring accruals) have been made to present fairly
the financial position and operating results for the unaudited periods. This
financial information should be read in conjunction with the audited financial
statements and notes thereto included in the Company's Form 10-K as most
recently filed with the Securities and Exchange Commission.

Due to the seasonal nature of the Company's business, results for the first
quarter of fiscal 1999 are not necessarily indicative of the results to be
expected for the full fiscal year ending January 29, 2000.

                                       6
<PAGE>

PART I.  FINANCIAL INFORMATION

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

General

The Company operated 78 permanent stores and 64 seasonal stores as of May 1,
1999, as compared to 60 permanent stores and 57 seasonal stores as of May 2,
1998. Four new permanent stores were opened in the first quarter of both fiscal
1999 and 1998. The Company had a net decrease of seven seasonal stores in the
first quarter of fiscal 1999 as compared to a net decrease of five seasonal
stores in the first quarter of fiscal 1998.

The Company's sales have been favorably impacted over the past fifteen months by
the popularity of particular plush products. For the first quarter of fiscal
1999, plush sales accounted for 18.5% of total sales as compared to 19.9% in the
first quarter of fiscal 1998.

Comparison of Three Months Ended May 1, 1999 to Three Months Ended May 2, 1998.

Sales. Sales increased to $8.84 million from $7.86 million, or 12.4%. Of the
$980,000 increase in sales: $1.11 million was attributable to four new permanent
stores opened during the first quarter of fiscal 1999 and twenty new permanent
stores not in operation as of the beginning of the prior year. This was offset
by a decline of $20,000 in comparable store sales and by seasonal store sales
declining $110,000 due to lower average seasonal store sales. Comparable
permanent store sales declined 0.4% for the thirteen-week period ended May 1,
1999.

Cost of Sales and Occupancy Expenses. Cost of sales and occupancy expenses,
which include distribution center costs and other expenses associated with
acquiring inventory, increased to $7.48 million from $6.34 million, an increase
of 18.0%. As a percentage of sales, it increased to 84.6% from 80.6%. The dollar
increase was due to increased store occupancy expenses from more stores in
operation in the first quarter of fiscal 1999 and increased cost of sales due to
higher sales. The increase as a percentage of sales of 4.0% was attributable to
a 5.6% increase in occupancy expenses caused by a decrease in average per store
sales. This was offset by a 1.1% decline in product costs and a 0.5% decline in
distribution center costs.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased to $4.0 million from $3.4 million, an increase
of 18.0%. Selling, general and administrative expenses increased to support
higher sales levels and an increased number of permanent and seasonal stores. As
a percentage of sales, it increased to 45.0% from 42.9% primarily as a result of
a decrease in average store sales.

Interest Income (Expense), Net. Net interest income (expense) amounted to net
interest expense of $6,000 in the first quarter of fiscal 1999, as compared to
net interest income of $49,000 in the first quarter of fiscal 1998. This
fluctuation is primarily a result of earlier borrowings required in the first
quarter of fiscal 1999 due to increased inventory purchases and lower cash
balances at the beginning of the year.

                                       7
<PAGE>

Net Loss. Net loss increased to $1.57 million, or 17.8% of sales in the first
quarter of fiscal 1999 from $1.08 million, or 13.7% of sales, in the first
quarter of fiscal 1998.

Inflation and Seasonality

     The Company does not believe that inflation has had a material impact on
its operations during any of the periods presented above. There can be no
assurance; however, that its business will not be affected by inflation in the
future.

     The Company's business is subject to substantial seasonal variations in
demand. Historically, a significant portion of the Company's sales and all of
its net income have been realized during the months of November and December,
and levels of sales and net income have generally been substantially lower from
January through October, resulting in losses in the first three fiscal quarters.
In preparation for its holiday selling season, the Company significantly
increases inventories and related indebtedness, hires an increased number of
temporary employees in its stores and distribution center, and incurs costs in
setting up seasonal store locations. If, for any reason, the Company's sales
were to be substantially below seasonal norms during the months of November and
December, or if the Company could not hire a sufficient number of qualified
employees during the peak periods, the Company's business, financial condition
and results of operations would be adversely affected. Quarterly results are
also affected by the timing of new store openings and the amount of revenue
contributed by permanent and seasonal stores.

Liquidity and Capital Resources

     The primary sources of the Company's cash for working capital and capital
expenditures have been net cash flows from operating activities, capital lease
financings and bank borrowings. Seasonal working capital needs have been met
through short-term borrowings under a revolving line of credit.

     The Company's primary capital requirements and working capital needs are
related to capital expenditures for new stores, purchase and upgrade of
management information systems and the purchase of inventory to meet seasonal
needs, particularly inventory for the holiday selling season. Cash flow used in
operations amounted to $5.05 million in the first quarter of fiscal 1999 as
compared to $3.7 million in the first quarter of fiscal 1998. This was due to
increased levels of inventories and other working capital items in the first
quarter of fiscal 1999.

     The Company has a revolving line of credit for inventory financing secured
by the Company's inventory. Under this line, the Company may borrow up to the
lesser of $16.0 million, or 40% to 70% of the Company's inventory book value
depending on the time of year. The line expires on February 28, 2000 and bears
interest at the bank's prime rate. The credit agreement for this line of credit
prohibits the payment of cash dividends or purchase or redemption of the
Company's capital stock in excess of $300,000 in the aggregate in any fiscal
year. As of May 1, 1999, there was $2.69 million outstanding under this line of
credit. Primarily as a result of the holiday selling season, the Company
experiences significant seasonal fluctuations in its financing needs.

     The Company also has an available line of credit for up to $2.0 million for
multiple term loans to be used for leasehold improvements and equipment. Under
this line, no amounts were outstanding at May 1, 1999. As of May 1, 1999,
outstanding capital lease obligations and total debt amounted to $286,000, all
of which represented capital lease obligations.

                                       8
<PAGE>

 The capital lease obligations have terms expiring in fiscal 2002.

     In March, 1999 the Company received a three-year commitment from its lender
which provides for a revolving credit facility of up to $24.0 million to be used
for inventory financing, new store construction and general corporate purposes.
It is expected that the new bank agreement will be in place sometime in the
second quarter of fiscal 1999.

     Capital expenditures in the first quarter of fiscal 1999, net of landlord
build-out allowances, were $1.05 million, as compared to $1.15 million in the
first quarter fiscal 1998. The Company anticipates capital expenditures of
approximately $3.4 million in fiscal 1999. In addition to the cost of new store
construction, the Company expects to make capital expenditures of approximately
$250,000 to upgrade its main computer system and point of sale registers.

     In April 1998, the Company's Board of Directors authorized a stock
repurchase program of up to $650,000 of the Company's common stock. The shares
may be repurchased, from time to time for a period of up to 24 months, through
open market purchases and privately negotiated transactions, subject to the
availability of shares and other market and financial conditions. In conjunction
with the stock repurchase program, the Company received approval under its
credit agreement to acquire up to $650,000 of the Company's common stock. The
Company repurchased 318,800 shares in the third quarter of fiscal 1998 for
$649,000. In December 1998, the Company's Board of Directors authorized and
received bank approval for a second repurchase program of up to $650,000 of the
Company's common stock under terms similar to the previous stock repurchase
program. The Company has not repurchased any shares under the second repurchase
program as of June 11, 1999.

     Management believes that operating cash flow, borrowings under the
Company's existing credit facilities and cash on hand will be sufficient to
finance the Company's proposed expansion of its store base and to satisfy any
other capital requirements for the next 12 months.

Year 2000 Matters

The Year 2000 Issue

         Many existing computer programs utilized globally use only two digits
to identify a year in the date field. These programs, if not corrected, could
fail or create erroneous results after the century date changes on January 1,
2000 or when otherwise dealing with dates later than December 31, 1999. This
"Year 2000" issue is believed to affect virtually all companies and
organizations, including the Company.

     The Company relies on computer-based technology and utilizes a variety of
third-party hardware and software. The Company's retail functions, such as
merchandise procurement and distribution, inventory management, point of sale
systems and credit card account servicing exclusively use third-party software.
The Company's administrative functions, such as accounting, payroll and human
resource management also exclusively use third-party software. Third parties
with whom the Company has commercial relationships, including merchandise
vendors, banks, telecommunications services, and utilities are also highly
reliant on computer-based technology.

                                       9
<PAGE>

     The Company has been in the process of resolving all significant Year 2000
issues since 1996. Since almost all the Company's information systems software
is licensed software from established software vendors, resolution is being
accomplished by means of upgrading existing software to versions which are Year
2000 compliant. At present, the Company expects to be fully Year 2000 compliant
with its own internal systems by the summer of 1999. All of the Company's
computer hardware is already Year 2000 compliant.

The Company's Compliance Program

Third-Party Information Technology Systems

The Company has instituted a strategy of identifying and addressing Year 2000
issues affecting third-party information technology systems used by the Company
which includes contacting all third-party providers of computer hardware and
software to secure appropriate representations to the effect that such hardware
or software is or will timely be Year 2000 compliant. The Company has received
Year 2000 compliant versions of almost all third-party software and is currently
engaged in developing contingency plans as to third-party software used by the
Company in respect of which the Company has not received adequate assurance of
compliance to date.

Non-Information Technology (IT) Systems

The Company has undertaken a review of its non-IT Systems and is in the process
of implementing a remediation program in respect of such systems that are within
the control of the Company. The Company expects to complete this remediation
effort by June 30, 1999. In addition, the Company's centralized real estate
department will be communicating to the developers, landlords and property
managers of substantially all of the Company's properties. The Company's
expectation that the systems utilized in the management and operation of such
properties which are not within the Company's control are or will timely be Year
2000 compliant.

Non-Information Technology (IT) Vendors and Suppliers

The Company procures its merchandise for resale and supplies for operational
purposes from a vast network of vendors located both within and outside the
United States. As a part of its contingency planning effort, the Company has
commenced making inquiries as to the Year 2000 readiness of selected vendors in
order to identify any significant exposures that may exist and establish
alternate sources or strategies where necessary.

Costs

Since the cost of resolving the Year 2000 issue is included in most cases,
through existing software maintenance contracts, the incremental cost to the
Company is minimal and not material.

Risks Associated with Year 2000 Issues

The Company's Year 2000 compliance program is directed primarily towards
ensuring that the Company will be able to continue to perform three critical
functions: (i) effect sales, (ii) order, receive and distribute merchandise, and
(iii) pay its employees and vendors. It is difficult, if

                                       10
<PAGE>

not impossible, to assess with any degree of accuracy the impact on any of these
three areas of the failure of one or more aspects of the Company's compliance
program.

The novelty and complexity of the issues presented and the proposed solutions
thereof and the Company's dependence on the technical skills of employees and
independent contractors and on the representations and preparedness of third
parties are among the factors that could cause the Company's efforts to be less
than fully effective.

Moreover, Year 2000 issues present a number of risks that are beyond the
Company's reasonable control, such as the failure of utility companies to
deliver electricity, the failure of telecommunications companies to provide
voice and data services, the failure of financial institutions to process
transactions and transfer funds, the failure of vendors to deliver merchandise
or perform services required by the Company and the collateral effects on the
Company of the effects of Year 2000 issues on the economy in general or on the
Company's business partners and customers in particular. Although the Company
believes that its Year 2000 compliance program is designed to appropriately
identify and address those Year 2000 issues that are subject to the Company's
reasonable control, there can be no assurance that the Company's efforts in this
regard will be fully effective or that Year 2000 issues will not have a material
adverse effect on the Company's business, financial condition or results of
operations. While the Company expects to be fully compliant with the Year 2000
with its own systems well in advance of the Year 2000, a material financial risk
could result if the Company's vendors are unable to resolve such processing
issues in timely manner.

Contingency Plans

The Company is in the process of accessing the readiness of all relevant parties
associated with its Year 2000 compliance program, and determining the risks
associated with Year 2000 non-compliance upon its operations. As the Company
gathers and analyzes the necessary information to make the proper assessment, a
contingency plan will be formulated to handle any foreseen potential problems
which may result. The Company will also formulate a back-up emergency plan of
action in case of any unforeseen problems which may occur on January 1, 2000.
These plans are expected to be in place by September 30, 1999.

Forward-Looking Information

This report contains forward-looking statements regarding, among other matters,
the Company's future strategy, store opening plans, merchandising strategy and
growth. The forward-looking statements are made pursuant to the safe harbor
provisions of the Private Securities Litigation Act of 1995. Forward-looking
statements address matters which are subject to a number of risks and
uncertainties. In addition to the general risks associated with the operation of
specialty retail stores in a highly competitive environment, the success of the
Company will depend on a variety of factors, such as consumer spending which is
dependent on economic conditions affecting disposable consumer income such as
employment, business conditions, interest rates and taxation. The Company's
continued growth also depends upon the demand for its products, which in turn is
dependent upon various factors, such as the introduction and acceptance of new
products and the continued popularity of existing products, as well as the
timely supply of all merchandise. Reference is made to the Company's filings
with the Securities and Exchange Commission for further discussion of risks and
uncertainties regarding the Company's business.

                                       11
<PAGE>

PART II.  OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

A.  EXHIBITS

Exhibit 11 Computation of Per Share Net Loss

Exhibit 27 Financial Data Schedule

B.  REPORTS ON FORM 8-K

No reports on Form 8-K were filed with the Securities and Exchange Commission
during the first quarter of fiscal 1999.

                                       12
<PAGE>

               SIGNATURE

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

Dated: June 12, 1999
                             WORLD OF SCIENCE, INC.
                                  (Registrant)

                              /s/Charles A. Callahan



                               Charles A. Callahan
                               Vice President of Finance
                               Chief Financial Officer and Assistant Secretary
                               (Signed on behalf of the registrant and as
                               Principal Accounting and Financial Officer)

                                       13