Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                   REGISTRATION STATEMENT UNDER THE SECURITIES
                                   ACT OF 1933

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

                                  DISCAS, INC.
               (Exact name of registrant as specified in charter)

        DELAWARE                                       95-3261426
 (State of incorporation)                   (IRS Employer Identification Number)

                           567-1 South Leonard Street
                          Waterbury, Connecticut 06708
                                 (203) 753-5147
                  (Address and telephone number of registrant's
                          principal executive offices)

                          MISSION BAY CONSULTING, INC.
                                STOCK OPTION PLAN
                            (Full title of the Plan)

                             Patrick A. DePaolo, Sr.
                                    President
                                  Discas, Inc.
                           567-1 South Leonard Street
                          Waterbury, Connecticut 06708
                                 (203) 753-5147
                        (Address and telephone number of
                               agent for service)

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

                  Please send copies of all communications to:

                              JOSEPH A. SMITH, Esq.
                          Epstein Becker & Green, P.C.
                           250 Park Avenue, 12th Floor
                            New York, New York 10177

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

================================================================================
(Cover  continued  on  next  page)
==================================


<PAGE>




(Cover continued from previous page)

                         CALCULATION OF REGISTRATION FEE
================================================================================
 Title of
   each                         Proposed           Proposed
 class of        Amount to       Maximum            Maximum           Amount
securities          be          offering           aggregate            of
   to be        registered        price            offering        registration
registered                         per               price             fee
                                  Share
--------------------------------------------------------------------------------
Common Stock,    100,000        $  2.50           $ 250,000          $100.00
$.0001 par       shares
value(1)
--------------------------------------------------------------------------------

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

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

(1)  Calculated pursuant to Rule 457(h). The fee as calculated was $73.75, below
     the minimum fee required of $100.00.


<PAGE>


                                    PART II.

                 INFORMATION REQUIRED BY REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents have been filed by Discas, Inc. (the "Registrant")
with the Securities and Exchange  Commission (the  "Commission")  and are hereby
incorporated by reference to this Registration Statement:

     (1) The  Registrant's  Prospectus  dated  August 14,  1997,  filed with the
Commission pursuant to Rule 424(b)(3) of the Securities Act of 1933, as amended;

     (2) The Registant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended July 31, 1997,  October 31, 1997 and January 31, 1998, filed with
the Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended (the "Act");

     (3) The  Registrant's  Current Report on Form 8-K filed with the Commission
on November 4, 1997 pursuant to Section 13 of the the Act; and

     (4) The Registrant's Common Stock was registered under Section 12(b) of the
Act on Form 8-A 12(b) filed with the  Commission  on July 24, 1997,  and Section
12(g) of the Act on Form 8-A 12(g) filed with the Commission on July 10, 1997.

     All  reports  and  other  documents  subsequently  filed by the  Registrant
pursuant to  Sections  13(a),  13(c),  14 and 15(d) of the Act after the date of
this  Registration  Statement  but  prior  to  the  filing  of a  post-effective
amendment which indicates that all securities  offered  hereunder have been sold
or which  deregisters all securities then remaining unsold  hereunder,  shall be
deemed to be incorporated by reference in this Registration  Statement and to be
a part hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The  legality of the Common Stock  covered  hereby has been passed upon for
the Registrant by Epstein  Becker & Green,  P.C.  Richard L.  Campbell,  special
counsel to Epstein  Becker & Green,  P.C.,  is an affiliate of Mantis V, L.L.C.,
which is the owner of 364,500  shares of the  Registrant's  Common  Stock and of
warrants to


<PAGE>


purchase 85,000 shares of the Registrant's Common Stock at $2.25 per share.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

ITEM 7. EXEMPTION FOR REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8. EXHIBITS.

     The following exhibits are filed as a part of this Registration Statement:

     5    Opinion of Epstein Becker & Green, P.C.

     23.1 Consent of Epstein Becker & Green, P.C., included in Exhibit 5.

     23.2 Consent of Jump,  Green,  Holman and  Company,  Independent  Certified
          Public Accountants.

ITEM 9. UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

     (a)(1) To file,  during any period in which offers or sales are being made,
a  post-effective  amendment  to this  Registration  Statement  to  include  any
additional or changed material information on the plan of distribution.


<PAGE>


     (2) That, for the purpose of determining any liability under the Securities
Act,  each such  post-effective  amendment  shall be  deemed a new  registration
statement  relating to the securities  offered therein,  and the offering of the
securities at that time to be the initial bona fide offering.

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

     (e) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors,  officers and controlling
persons of the small business  issuer pursuant to the foregoing  provisions,  or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable.


<PAGE>


                                   SIGNATURES


     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Waterbury, Connecticut.

                                            DISCAS, INC.

                                    By:   /s/ Patrick A. DePaolo, Sr.
                                          -----------------------------------
                                          Patrick A. DePaolo, Sr.
                                          Chairman of the Board of Directors,
                                          and Principal Executive Officer

                                    Date: March 31, 1998


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.


/s/ Patrick A. DePaolo, Sr.         Chairman of the               March 31, 1998
---------------------------         Board of Directors,
Patrick A. DePaolo, Sr.             and Principal      
                                    Executive Officer  
                                    

/s/ Ron Pettirossi                  Chief Financial               March 31, 1998
---------------------------         Officer (Principal                          
Ron Pettirossi                      Financial and                               
                                    Accounting Officer)                         
                                    

/s/ Thomas R. Tomaszek              Director                      March 31, 1998
---------------------------
Thomas R. Tomaszek

/s/ Alan Milton                     Director                      March 31, 1998
---------------------------
Alan Milton

/s/ Asher Bernstein                 Director                      April 1, 1998
---------------------------
Asher Bernstein

/s/ John Carroll                    Director                      March 31, 1998
---------------------------
John Carroll
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 10716}]
{"company-data": {"conformed-name": "DISCAS INC", "cik": "0000786364", "assigned-sic": "3089", "irs-number": "061175400", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-50085", "film-number": "98593668"}, "business-address": {"street1": "567-1 S LEONARD ST", "city": "WESTBURY", "state": "CT", "zip": "06708", "phone": "2037535147"}, "mail-address": {"street1": "567-1 S LEONARD ST", "city": "WESTBURY", "state": "CT", "zip": "06708"}}
Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                   REGISTRATION STATEMENT UNDER THE SECURITIES
                                   ACT OF 1933

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

                                  DISCAS, INC.
               (Exact name of registrant as specified in charter)

        DELAWARE                                       95-3261426
 (State of incorporation)                   (IRS Employer Identification Number)

                           567-1 South Leonard Street
                          Waterbury, Connecticut 06708
                                 (203) 753-5147
                  (Address and telephone number of registrant's
                          principal executive offices)

                          MISSION BAY CONSULTING, INC.
                                STOCK OPTION PLAN
                            (Full title of the Plan)

                             Patrick A. DePaolo, Sr.
                                    President
                                  Discas, Inc.
                           567-1 South Leonard Street
                          Waterbury, Connecticut 06708
                                 (203) 753-5147
                        (Address and telephone number of
                               agent for service)

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

                  Please send copies of all communications to:

                              JOSEPH A. SMITH, Esq.
                          Epstein Becker & Green, P.C.
                           250 Park Avenue, 12th Floor
                            New York, New York 10177

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

================================================================================
(Cover  continued  on  next  page)
==================================
(Cover continued from previous page)

                         CALCULATION OF REGISTRATION FEE
================================================================================
 Title of
   each                         Proposed           Proposed
 class of        Amount to       Maximum            Maximum           Amount
securities          be          offering           aggregate            of
   to be        registered        price            offering        registration
registered                         per               price             fee
                                  Share
--------------------------------------------------------------------------------
Common Stock,    100,000        $  2.50           $ 250,000          $100.00
$.0001 par       shares
value(1)
--------------------------------------------------------------------------------

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

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

(1)  Calculated pursuant to Rule 457(h). The fee as calculated was $73.75, below
     the minimum fee required of $100.00.
PART II.

                 INFORMATION REQUIRED BY REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents have been filed by Discas, Inc. (the "Registrant")
with the Securities and Exchange  Commission (the  "Commission")  and are hereby
incorporated by reference to this Registration Statement:

     (1) The  Registrant's  Prospectus  dated  August 14,  1997,  filed with the
Commission pursuant to Rule 424(b)(3) of the Securities Act of 1933, as amended;

     (2) The Registant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended July 31, 1997,  October 31, 1997 and January 31, 1998, filed with
the Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended (the "Act");

     (3) The  Registrant's  Current Report on Form 8-K filed with the Commission
on November 4, 1997 pursuant to Section 13 of the the Act; and

     (4) The Registrant's Common Stock was registered under Section 12(b) of the
Act on Form 8-A 12(b) filed with the  Commission  on July 24, 1997,  and Section
12(g) of the Act on Form 8-A 12(g) filed with the Commission on July 10, 1997.

     All  reports  and  other  documents  subsequently  filed by the  Registrant
pursuant to  Sections  13(a),  13(c),  14 and 15(d) of the Act after the date of
this  Registration  Statement  but  prior  to  the  filing  of a  post-effective
amendment which indicates that all securities  offered  hereunder have been sold
or which  deregisters all securities then remaining unsold  hereunder,  shall be
deemed to be incorporated by reference in this Registration  Statement and to be
a part hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The  legality of the Common Stock  covered  hereby has been passed upon for
the Registrant by Epstein  Becker & Green,  P.C.  Richard L.  Campbell,  special
counsel to Epstein  Becker & Green,  P.C.,  is an affiliate of Mantis V, L.L.C.,
which is the owner of 364,500  shares of the  Registrant's  Common  Stock and of
warrants to
purchase 85,000 shares of the Registrant's Common Stock at $2.25 per share.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

ITEM 7. EXEMPTION FOR REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8. EXHIBITS.

     The following exhibits are filed as a part of this Registration Statement:

     5    Opinion of Epstein Becker & Green, P.C.

     23.1 Consent of Epstein Becker & Green, P.C., included in Exhibit 5.

     23.2 Consent of Jump,  Green,  Holman and  Company,  Independent  Certified
          Public Accountants.

ITEM 9. UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

     (a)(1) To file,  during any period in which offers or sales are being made,
a  post-effective  amendment  to this  Registration  Statement  to  include  any
additional or changed material information on the plan of distribution.
(2) That, for the purpose of determining any liability under the Securities
Act,  each such  post-effective  amendment  shall be  deemed a new  registration
statement  relating to the securities  offered therein,  and the offering of the
securities at that time to be the initial bona fide offering.

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

     (e) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors,  officers and controlling
persons of the small business  issuer pursuant to the foregoing  provisions,  or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Waterbury, Connecticut.

                                            DISCAS, INC.

                                    By:   /s/ Patrick A. DePaolo, Sr.
                                          -----------------------------------
                                          Patrick A. DePaolo, Sr.
                                          Chairman of the Board of Directors,
                                          and Principal Executive Officer

                                    Date: March 31, 1998

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.

/s/ Patrick A. DePaolo, Sr.         Chairman of the               March 31, 1998
---------------------------         Board of Directors,
Patrick A. DePaolo, Sr.             and Principal      
                                    Executive Officer  
                                    

/s/ Ron Pettirossi                  Chief Financial               March 31, 1998
---------------------------         Officer (Principal                          
Ron Pettirossi                      Financial and                               
                                    Accounting Officer)                         
                                    

/s/ Thomas R. Tomaszek              Director                      March 31, 1998
---------------------------
Thomas R. Tomaszek

/s/ Alan Milton                     Director                      March 31, 1998
---------------------------
Alan Milton

/s/ Asher Bernstein                 Director                      April 1, 1998
---------------------------
Asher Bernstein

/s/ John Carroll                    Director                      March 31, 1998
---------------------------
John Carroll