FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                Quarterly Report Under Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

For Quarter Ended August 31, 2006                  Commission File Number 0-7405

                          MEDISCIENCE TECHNOLOGY CORP.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Certificate of Incorporation)

                                   New Jersey
--------------------------------------------------------------------------------
         (State or other jurisdiction on incorporation or organization)

                                   22-1937826
--------------------------------------------------------------------------------
                    (I.R.S. Employer Identification Number)

               1235 Folkestone Way, Cherry Hill, New Jersey 08034
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

(Registrant's telephone number, including area code) 215-485-0362
                                                     ------------

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
                                       ---
Registrant has not been involved in bankruptcy  proceedings during the preceding
five years.

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of August 31, 2006.

    Title of Class                                  Number of Shares Outstanding
    --------------                                  ----------------------------

Common Stock, par value                                               61,825,121
$.01 per share

<PAGE>


                          MEDISCIENCE TECHNOLOGY CORP.
                          ----------------------------
                                 AUGUST 31, 2006
                                 ---------------

                                      INDEX
                                      -----


                                                                            PAGE
                                                                            ----

PART I.    Financial Information

Item 1.    Financial Statements

           Consolidated Balance Sheet as of August 31, 2006                  1
           (Unaudited) and February 28, 2006 (Audited)

           Consolidated Statement of Operations for the Six and Three
           Months Ended August 31, 2006 (Unaudited) and August 31,           2
           2005 (Unaudited)

           Consolidated Statement of Changes in Stockholders' Deficit
           for the Six Months Ended August 31, 2006 (Unaudited)              3

           Consolidated Statement of Cash Flows for the Six Months
           Ended August 31, 2006 (Unaudited) and August 31, 2005             4
           (Unaudited)

           Exhibit to Consolidated Statement of Operations                   5

           Notes to Financial Statements                                    6-11

Item 2.    Management's Discussion and Analysis and Plan of Operation      12-17

Item 3.    Controls and Procedures                                           18

PART II.   Other Information                                               19-20

Item 1.    Legal Proceedings

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.    Defaults Upon Senior Securities

Item 4.    Submission of Matters to a Vote of Security Holders

Item 5.    Other Information

Item 6.    Exhibits and Reports on Form 8-K

           Signatures                                                        21

           Exhibit Index                                                     22

           Exhibits                                                        23-25

<PAGE>

                          MEDISCIENCE TECHNOLOGY CORP.
                          ----------------------------
                           CONSOLIDATED BALANCE SHEET
                           --------------------------

                                     ASSETS
                                     ------
<TABLE>
<CAPTION>
                                                                      August 31,     February 28,
                                                                         2006            2006
                                                                     (Unaudited)       (Audited)
                                                                     ------------    ------------
<S>                                                                         <C>             <C>
CURRENT ASSETS
--------------
      Cash and Cash Equivalents                                      $    111,609    $    136,635
      Common Stock Subscription Receivable                                 20,000              --
      Prepaid Expenses and Other Current Assets                             1,116           4,031
                                                                     ------------    ------------
           Total Current Assets                                           132,725         140,666

PROPERTY, PLANT AND EQUIPMENT
-----------------------------
      Net of accumulated depreciation $205,687 -                            1,635           2,107
        August 31, 2006; $205,215 - February 28, 2006

OTHER ASSETS - Security Deposit                                             1,800           1,800
------------
             - Deferred Costs                                             982,452       1,114,682
                                                                     ------------    ------------
TOTAL ASSETS                                                         $  1,118,612    $  1,259,255
------------                                                         ============    ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------

CURRENT LIABILITIES
-------------------
      Accounts Payable                                               $     37,195    $     29,204
      Accrued Liabilities                                               3,333,178       3,123,458
                                                                     ------------    ------------
                                                                        3,370,373       3,152,662
                                                                     ------------    ------------
           Total Current Liabilities

STOCKHOLDERS' DEFICIT
---------------------
      Convertible Preferred Stock, $.01 Par Value, 50,000 Shares
         Authorized; Issued and Outstanding -0- Shares -August 31,             --              --
         2006; -0- Shares - February 28, 2006
      Common Stock $.01 Par Value, Authorized 199,950,000
         Shares; Issued and Outstanding Shares - 61,825,121 Shares        618,252         595,540
         August 31, 2006; 59,553,893 Shares - February 28, 2006
      Additional Paid-in Capital                                       24,733,980      24,462,292
      Common Stock Subscribed                                              60,000              --
      Accumulated Deficit                                             (27,663,993)    (26,951,239)
                                                                     ------------    ------------
           Total Stockholders' Deficit                                 (2,251,761)     (1,893,407)
                                                                     ------------    ------------

TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT                            $  1,188,612    $  1,259,255
-----------------------------------------                            ============    ============

</TABLE>

                 See Notes to Consolidated Financial Statements.

                                      -1-
<PAGE>

                          MEDISCIENCE TECHNOLOGY CORP.
                          ----------------------------
                      CONSOLIDATED STATEMENT OF OPERATIONS
                      ------------------------------------
           FOR THE SIX AND THREE MONTHS ENDED AUGUST 31, 2006 AND 2005
           -----------------------------------------------------------
                                   (UNAUDITED)
                                   -----------

<TABLE>
<CAPTION>

                                              SIX MONTHS                     THREE MONTHS
                                              ----------                     ------------
                                         2006            2005            2006            2005
                                         ----            ----            ----            ----
<S>                                       <C>             <C>              <C>            <C>
Net Sales                            $         --    $         --    $         --    $         --

Cost of Sales                                  --              --              --              --
                                     ------------    ------------    ------------    ------------

      Gross Profit                             --              --              --              --

General and Administrative Expense        579,244         933,571         291,632         479,451
Product Development Expense               135,476         213,310          32,872         133,591
      Total Expenses                      714,720       1,146,881         324,504         613,048

Other Income                                1,966           8,107           1,016           4,027
                                     ------------    ------------    ------------    ------------

Net Loss                             $   (712,754)   $ (1,138,774)   $   (323,488)   $   (609,021)
                                     ============    ============    ============    ============

Basic and Diluted Loss Per Common
   Share                             $     (0.012)   $      (0.02)   $     (0.005)   $      (0.01)
                                     ============    ============    ============    ============

Weighted Average Common Shares
   Outstanding                         61,392,182      58,561,687      61,825,121      58,776,354
                                     ============    ============    ============    ============
</TABLE>


                 See Notes to Consolidated Financial Statements.

                                      -2-
<PAGE>


                  MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES
                  ---------------------------------------------
           CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
           ----------------------------------------------------------
                    FOR THE SIX MONTHS ENDED AUGUST 31, 2006
                    ----------------------------------------
                                   (UNAUDITED)
                                   -----------

<TABLE>
<CAPTION>

                                                     Preferred Stock      Common Stock     Additional      Common     Accumulated
                                                     ---------------      ------------     ----------      ------     -----------
                                                                                             Paid-In        Stock
                                                      Shares  Amount    Shares      Amount   Capital     Subscribed     Deficit
                                                      ------  ------    ------      ------   -------     ----------     -------
<S>                                                    <C>     <C>     <C>         <C>       <C>          <C>         <C>

BALANCE, FEBRUARY 28, 2006                                --  $   --  59,553,893  $595,540  24,462,292   $       --  $(26,951,239)

    Issuance of Stock for Future Consulting Services                     872,000     8,720     130,800

    Issuance of Stock - Anti-dilution Rights                             373,562     3,735      (3,735)

    Issuance of Stock - For Cash                                         932,666     9,327     130,673

    Issuance of Stock - Consulting Services                               93,000       930      13,950

    Cash Received For Stock Subscription                                                                     40,000

    Receivable for Stock Subscription                                                                        20,000

    Net Loss                                                                                                             (712,754)
                                                      ------  ------  ----------  --------  ----------   ----------  ------------

BALANCE, AUGUST 31, 2006                                  --  $   --  61,825,121  $618,252  $24,733,980  $   60,000  $(27,663,993)
                                                      ======  ======  ==========  ========  ==========   ==========  ============
</TABLE>


                 See Notes to Consolidated Financial Statements.

                                      -3-
<PAGE>

                          MEDISCIENCE TECHNOLOGY CORP.
                          ----------------------------
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                      ------------------------------------
                FOR THE SIX MONTHS ENDED AUGUST 31, 2006 AND 2005
                -------------------------------------------------
                                   (UNAUDITED)
                                   -----------

<TABLE>
<CAPTION>

                                                                        2006           2005
                                                                        ----           ----
<S>                                                                     <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------
    Net Loss                                                        $  (712,754)   $(1,138,774)

    Adjustments to Reconcile Net Loss to Net Cash Used in
      Operating Activities:
         Depreciation                                                       472            243
         Amortization of Deferred Costs                                 271,750        510,478
         Stock Issued for Consulting Services                            14,880             --
                                                                    -----------    -----------

         Subtotal                                                      (425,652)      (628,053)

    Changes in Assets and Liabilities
         Decrease (Increase) in Prepaid Expense and Other Current
           Assets                                                         2,915           (104)
         (Decrease) Increase in Accounts Payable                          7,991        (64,252)
         (Decrease) Increase in Accrued Liabilities                     209,720        (76,797)
                                                                    -----------    -----------
         Net Cash Used in Operating Activities                         (205,026)      (769,206)
                                                                    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
------------------------------------
    Acquisition of Equipment                                                 --         (2,070)
                                                                    -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------
    Proceeds From Common Stock Subscribed                                40,000             --
    Proceeds From Issuance of Common Stock                              140,000        375,000
    Decrease in Officer Loans                                                --        (31,542)
                                                                    -----------    -----------
         Net Cash Provided by Financing Activities                      180,000        343,458
                                                                    -----------    -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                        (25,026)      (427,818)
------------------------------------------------

CASH AND CASH EQUIVALENTS
-------------------------
    Beginning Balance                                                   136,635        934,212
                                                                    -----------    -----------

    Ending Balance                                                  $   111,609    $   506,394
                                                                    ===========    ===========

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING
-------------------------------------------
    Common Stock Issued for Future Services                         $   139,520    $   525,040
                                                                    ===========    ===========
    Common Stock Issued - Anti - Diluting Rights                    $     3,735    $     5,838
                                                                    ===========    ===========
    Common Stock Issued - Previously Subscribed                     $        --    $   250,000
                                                                    ===========    ===========
    Common Stock Issued - Cancellation of Debt                      $        --    $     3,667
                                                                    ===========    ===========
    Receivable for Stock Subscribed                                 $    20,000    $        --
                                                                    ===========    ===========
</TABLE>

                 See Notes to Consolidated Financial Statements

                                      -4-
<PAGE>

                 EXHIBIT TO CONSOLIDATED STATEMENT OF OPERATIONS
                 -----------------------------------------------
                  WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
                  ---------------------------------------------
                                   (UNAUDITED)
                                   -----------

                                                       Weighted
                                           Net       Average Shares  Per Share
                                          Loss        Outstanding      Amount
                                       -----------    -----------   -----------
                                            Six Months Ended August 31, 2006
                                       ----------------------------------------
Basic/diluted loss per common share:
Net Loss                               $  (712,754)   $61,392,182   $    (0.012)
   Effect of dilutive securities                --             --            --
                                       -----------    -----------   -----------
   Total                               $  (712,754)    61,392,182   $    (0.012)
                                       ===========    ===========   ===========

                                            Six Months Ended August 31, 2005
                                       ----------------------------------------
Basic/diluted loss per common share:
Net Loss                               $(1,138,774)    58,561,687   $     (0.02)
   Effect of dilutive securities                --             --            --
                                       -----------    -----------   -----------
   Total                               $(1,138,774)    58,561,687   $     (0.02)
                                       ===========    ===========   ===========

                                           Three Months Ended August 31, 2006
                                       ----------------------------------------
Basic/diluted loss per common share:
Net Loss                               $  (323,488)    61,825,121   $    (0.005)
   Effect of dilutive securities                --             --            --
                                       -----------    -----------   -----------
   Total                               $  (323,488)    61,825,121   $    (0.005)
                                       ===========    ===========   ===========

                                           Three Months Ended August 31, 2005
                                       ----------------------------------------
Basic/diluted loss per common share:
Net Loss                               $  (609,021)    58,776,354   $     (0.01)
   Effect of dilutive securities                --             --            --
                                       -----------    -----------   -----------
   Total                               $  (609,021)    58,776,354   $     (0.01)
                                       ===========    ===========   ===========

                 See Notes to Consolidated Financial Statements

                                      -5-
<PAGE>

                   Notes to Consolidated Financial Statements
                                   (Unaudited)
                                   -----------

1.       Management Plans and Going Concern Matters

Mediscience  Technology Corp. and Subsidiaries  (the "Company") has no revenues,
incurred  significant losses from operations,  has an accumulated  deficit and a
highly  leveraged  position  that raises  substantial  doubt about the Company's
ability to continue as a going concern. The consolidated financial statements do
not include any adjustments  relating to  recoverability  and  classification of
recorded  asset amounts or the amount and  classification  of  liabilities  that
might be necessary  should the Company be unable to continue as a going concern.
The Company expects to incur substantial expenditures to further the development
and  commercialization  of its products.  The Company intends to seek additional
financing through private  placements or other financing  alternatives,  and may
also seek to sell the Company or its technology.  There can be no assurance that
continued financings will be available to the Company or that, if available, the
amounts will be sufficient or that the terms will be acceptable to the Company.

2.       Nature of Operations and Basis of Presentation

The Company operates in one business  segment and is principally  engaged in the
design and development of medical  diagnostic  instruments that detect cancer in
vivo in humans by using light to excite the  molecules  contained  in tissue and
measuring  the  differences  in  the  resulting  natural   fluorescence  between
cancerous and normal tissue.

The  consolidated  financial  statements  include the  accounts  of  Mediscience
Technology  Corp.  ("Mediscience")  and  its  wholly-owned  subsidiaries,  Laser
Diagnostics  Instruments,  Inc. ("LASER"),  Photonics for Women's Oncology,  LLC
("PHOTONICS"),  Proscreen, LLC ("PROSCREEN") and Medi-Photonics Development, LLC
("MEDI").  MEDI is the only active  subsidiary of the Company.  All  significant
intercompany balances and transactions have been eliminated in consolidation.

The consolidated  financial statements as of and for the six month periods ended
August 31, 2006 and 2005 are unaudited  and are presented  pursuant to the rules
and  regulations of the Securities and Exchange  Commission.  Certain  financial
information and footnote  disclosures  normally included in financial statements
prepared in accordance with generally accepted  accounting  principles have been
condensed  or omitted  pursuant  to such  rules and  regulations,  although  the
Company  believes  that the  accompanying  disclosures  are adequate to make the
information  presented  not  misleading.  In  the  opinion  of  management,  all
adjustments  (consisting of normal recurring accruals)  considered necessary for
fair  presentation  have been  included  and have been  prepared on a consistent
basis using the  accounting  policies  described  in the  Summary of  Accounting
Policies  included in the Annual Report on Form 10-KSB for the fiscal year ended
February 28, 2006. The interim operating results for the six months ended August
31, 2006 may not necessarily be indicative of the operating results expected for
the full year.

3.       Significant Accounting Policies

         Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the

                                      -6-
<PAGE>

United States of America  requires  management to make estimates and assumptions
that affect the reported  amounts of assets and  liabilities  and  disclosure of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

         Loss per Common Share

Statement of Financial  Accounting  Standards  ("SFAS") No. 128,  "Earnings  Per
Share" requires the  presentation of basic earnings (loss) per share and diluted
earnings  (loss) per share.  Basic loss per share is based on the average number
of shares outstanding  during the period.  Diluted loss per share is the same as
basic loss per share,  as the  inclusion  of common stock  equivalents,  such as
options, would be antidilutive.

         Accounting for Stock-Based Compensation

The Company  accounts for  stock-based  compensation in accordance with SFAS No.
123R,  Share-Based  Payment,  which  addresses the  accounting  for  share-based
payment  transactions  in which an  enterprise  receives  employee  services  in
exchange for (a) equity  instruments of the enterprise or (b)  liabilities  that
are based on the fair value of the enterprise's  equity  instruments or that may
be settled by the issuance of such equity instruments.  SFAS No. 123R eliminates
the  ability to account  for  share-based  compensation  transactions  using the
intrinsic value method under APB Opinion No. 25, and requires  instead that such
transactions  be accounted for using a  fair-value-based  method.  The Company's
assessment of the estimated stock-based  compensation expense is affected by the
Company's  stock  price as well as  assumptions  regarding  a number of  complex
variables  and the related  tax impact.  These  variables  include,  but are not
limited to, the Company's  stock price,  volatility,  and employee  stock option
exercise  behaviors  and the  related tax impact.  The  Company  will  recognize
stock-based compensation expense on all awards on a straight-line basis over the
requisite service period using the modified  prospective method. The adoption of
SFAS No. 123R effective March 1, 2006 had no effect on the Company's  results of
operations since there were no nonvested options at March 1, 2006 and there were
no employee  stock options issued during the current and prior fiscal six months
ended August 31, 2006 and 2005.  Future changes to various  assumptions  used to
determine  the fair  value of  awards  issued or the  amount  and type of equity
awards granted create uncertainty as to whether future stock-based  compensation
expense will be similar to the historical SFAS No. 123 pro forma expense.

4.       Deferred Costs

During the six months ended August 31, 2006,  the Company  issued  872,000 fully
vested  restricted  shares of its common stock at a value of $.16 per share (the
closing price of the Company's  common stock on the date of issuance)  amounting
to $139,520 to two  consulting  groups in exchange  for services to be rendered,
over a period of 12-36 months,  for matters such as public relations,  marketing
opportunities,  product  development and research and corporate  funding.  These
costs have been capitalized and will be recognized on a straight-line basis over
the life of the agreements.  Expected future  amortization of all deferred costs
is as follows:


         Six Months Ending          February 28, 2007       $259,458

            Year Ending             February 28, 2008        444,963

            Year Ending             February 29, 2009        177,484

            Year Ending             February 28, 2010        100,547

                                      -7-
<PAGE>

5.       Other Loans

In November 2004, the Company entered into a $200,000  promissory note agreement
with the Olive Cox Sleeper Trust. The agreement provided for interest at 11% and
a maturity  date of November 18, 2006.  Accrued  interest was due and payable on
January 15,  2005,  January 15, 2006 and the maturity  date.  After the maturity
date, unpaid principal and accrued interest on the promissory note bear interest
at 15%. In November and December 2004, the Company  entered into promissory note
agreements  totaling $150,000 with two individuals.  The agreements provided for
interest at 5% and a maturity  date of November 18, 2006.  Accrued  interest was
due and payable on January 15,  2005,  January 15, 2006 and the  maturity  date.
After the maturity date, unpaid principal and accrued interest on the promissory
note  bear  interest  at 7%.  In  January  2005 the  Trust  and two  individuals
converted a total of $350,000 of  promissory  notes into  700,000  shares of the
Company's  common stock.  In March 2005 related  accrued  interest of $3,667 was
converted into 7,334 shares of the Company's common stock.

6.       Related Party Transactions

Legal services rendered by Mr. Katevatis,  Chairman/CEO  amounted to $25,000 for
the six months  ended  August 31, 2006 and 2005.  These  amounts are recorded in
general and administrative expense.

As part of Mr. Katevatis' employment agreement,  the Company pays property taxes
and certain  operating  expenses on the home of Mr.  Katevatis  in lieu of rent,
since the Company's  operations  are located in Mr.  Katevatis'  home.  Expenses
recognized  were $9,721 and $11,579 for the six months ended August 31, 2006 and
2005, respectively.

On April 23, 2003, the Company  entered into a three-year  employment  agreement
with  Mr.  Michael  Engelhart.  Pursuant  to the  terms  of the  agreement,  Mr.
Engelhart became President and Chief Operating  Officer of the Company and is to
be paid $120,000 per annum.  Mr.  Engelhart was also granted options to purchase
up to 2,000,000  shares of the Company's common stock at an option price of $.25
per share for the first 200,000 shares and at an option price of $1.00 per share
for the remaining  1,800,000  shares.  Mr.  Engelhart's  ability to exercise the
1,800,000  options  is  subject  to a  series  of  milestones  described  in his
employment  agreement.  Non-cash  compensation  expense  related to the grant of
200,000 options amounted to $70,000 in 2004. On April 23, 2006, Mr.  Engelhart's
employment contract expired and he forfeited all of the stock options.

On  August 1,  2004,  the  Company  entered  into a  thirteen  month  consulting
agreement  with John Matheu,  a Director  and member of the Board of  Directors,
pursuant to which Mr.  Matheu will provide  management  services to the Company.
Mr.  Matheu will be paid a monthly  consulting  fee of $4,166 during the term of
the agreement and received an option to purchase  300,000 shares of common stock
at $1.50 per share.  Mr. Matheu's  ability to exercise these options was subject
to a series of milestones  described in his consulting  agreement.  The contract
has since  expired  along with the option to purchase  300,000  shares of common
stock.

On November 15, 2005, the Company entered into a two year  employment  agreement
with Frank D. Benick,  as Chief  Financial  Officer.  Mr.  Benick will be paid a
monthly salary of $3,000 per month for the first two months,  then increasing to
$4,000 per month for the  remaining  term of the agreement and receive an option
to purchase 300,000 shares of common stock at $1.00 per share.

                                      -8-
<PAGE>

7.       Accrued Liabilities

Accrued liabilities consist of the following:

                                              August 31,  February 28,
                                              ----------  ------------
                                                 2006         2006
                                                 ----         ----



            Legal and professional fees      $  196,382   $  203,382

            Consulting and university fees    1,357,414    1,276,414

            Salaries and wages                1,662,667    1,542,667

            Other                               116,715      100,995
                                             ----------   ----------

                       Total                 $3,333,178   $3,123,458
                                             ==========   ==========

Included in legal and  professional  fees as of August 31, 2006 and February 28,
2006 is $65,958 and $55,958  respectively,  for legal  services  rendered by Mr.
Katevatis (Note 6).

Included in Consulting  and  University  Fees as of August 31, 2006 and February
28, 2006 is $1,313,818  and  $1,232,818,  respectively,  owed to Dr.  Alfano,  a
principal  stockholder and Chairman of the Company's  scientific advisory board,
with respect to his consulting agreement.

Included in salaries  and wages as of August 31, 2006 and  February  28, 2006 is
$1,589,667 and $1,489,667  respectively,  owed to Mr.  Katevatis with respect to
his employment agreement.

Included in salaries  and wages as of August 31, 2006 and  February  28, 2006 is
$60,000 and $42,500,  respectively,  owed to Mr.  Engelhart  with respect to his
employment agreement.

Included in salaries  and wages as of August 31, 2006 and  February  28, 2006 is
$13,000 and $10,500, respectively,  owed to Mr. Benick, Chief Financial Officer,
with respect to his employment agreement.

8.       Stockholders' Deficit

         Anti-Dilution Rights

The Company granted certain  anti-dilution rights to Mr. Peter Katevatis and Dr.
Robert Alfano.

Mr.  Katevatis was granted  anti-dilution  rights on certain shares  ("Katevatis
Shares"),   which  at  the  time   represented  17%  ("Katevatis   Anti-Dilution
Percentage")  of the then issued and  outstanding  shares of common stock of the
Company. The anti-dilution rights require the Company from time to time to issue
additional  shares of common  stock of the Company to Mr.  Katevatis so that the
Katevatis  Shares  represent 17% of the issued and outstanding  shares of common
stock of the  Company.  If Mr.  Katevatis  were to sell a portion  or all of the
Katevatis  Shares,  the  Katevatis  Anti-Dilution  Percentage  would be adjusted
proportionately. During the six-months ended August 31, 2006, the Company issued
315,645  shares of common stock of the Company to Mr.  Katevatis  in  connection
with the  anti-dilution  rights. As of August 31, 2006, the Company is obligated
to

                                      -9-
<PAGE>

issue an  additional  8,204  shares  to Mr.  Katevatis  in  connection  with the
anti-dilution  rights.  In  connection  with the issuance of these  shares,  the
Company  capitalized only the stock's par value from additional  paid-in-capital
because of the Company's accumulated deficit.

Dr. Alfano was granted anti-dilution rights on certain shares ("Alfano Shares"),
which at the time represented 4% ("Alfano Anti-Dilution Percentage") of the then
issued and outstanding shares of common stock of the Company.  The anti-dilution
rights  require  the  Company  from time to time to issue  additional  shares of
common stock of the Company to Dr. Alfano so that the Alfano Shares represent 4%
of the issued and  outstanding  shares of common  stock of the  Company.  If Dr.
Alfano  were  to  sell  a  portion  or  all of the  Alfano  Shares,  the  Alfano
Anti-Dilution   Percentage  would  be  adjusted   proportionately.   During  the
six-months  ended August 31, 2006,  the Company  issued  57,917 shares of common
stock of the Company to Dr. Alfano in connection with the anti-dilution  rights.
It was  subsequently  discovered that 1,717 shares were issued in error and will
be  returned  during  the next  fiscal  quarter  ended  November  30,  2006.  In
connection with the issuance of these shares,  the Company  capitalized only the
stock's par value,  from  additional  paid in capital  because of the  Company's
accumulated deficit.

         Common Stock Issued for Services

During April 2006,  the Company  issued 93,000  restricted  shares of its common
stock with a value of $14,880  to a  consultant  in  exchange  for  professional
services.  The transaction was recognized  based on the fair market value of the
shares issued (the closing  price of the  Company's  common stock on the date of
issuance).

         Common Stock Issued for Future Services

During March 2006, the Company issued  500,000  restricted  shares of its common
stock with a value of $80,000 to a  consulting  company in exchange for services
to be rendered over a period of  approximately  three years. The transaction was
recognized  based on the fair value of the shares  issued.  These  services will
consist of  ongoing  consultation  in the  construction  of eight  CD-Ratiometer
units.

During  March and May 2006,  the  Company  issued a total of 372,000  restricted
shares of its common  stock with a value of  $59,520  to a  consulting  group in
exchange for services to be rendered over a period of 12 months. The transaction
was recognized based on the fair market value of the shares issued.

         Common Stock Issued for Cash

In  connection  with the  issuance of common  stock  during the six months ended
August 31, 2006,  the Company  issued  932,666  restricted  shares of its common
stock for cash proceeds of $140,000. In connection with the above issuance,  the
Company granted  warrants to purchase 932,666 shares of common stock at $.25 per
share. The warrants expire between April and September 2011.

         Common Stock Subscribed

During the quarter  ended  August 31,  2006,  the Company  received  $40,000 for
266,666  shares of common  stock of the Company to be issued  during the quarter
ended November 30, 2006.  Subsequent to August 31, 2006, the Company received an
additional  $20,000  for  133,333  shares of common  stock of the  Company to

                                      -10-
<PAGE>

be issued  during the quarter ended  November 30, 2006.  In connection  with the
subscription,  the  Company  will grant  warrants to purchase a total of 399,999
shares of common stock at $.25 per share.  The warrants  expire five years after
issuance of the common stock.

9.       Stock Options and Warrants

         Stock Options
         -------------

Activity related to stock options during the six months ended August 31, 2006 is
as follows:

                                                   Exercise        Weighted
                                                   --------        --------
                                                    Price           Average
                                                    -----           -------
                                    Shares          Range        Exercise Price
                                    ------          -----        --------------

Outstanding, February 28, 2006     2,700,000   $ 0.25 - $ 2.00   $       1.04

      Granted                             --

      Exercised                           --

      Forfeited                   (2,300,000)  $ 0.25 - $ 1.50
                                  ----------
Outstanding, August 31, 2006         400,000   $ 1.00 - $ 2.00   $       1.25
                                  ==========

On April 23, 2006,  Michael  Engelhart's  contract  expired and as a result,  he
forfeited all of his stock  options.  Mr.  Matheu's  consulting  agreement  also
expired and as a result, he also forfeited all of his stock options.

         Stock Warrants
         --------------

Activity  related to stock warrants  during the six months ended August 31, 2006
is as follows:


                                               Shares               Exercise
                                               ------               --------
                                              Available            Price Range
                                              ---------            -----------

Outstanding, February 28, 2006                4,600,000          $ 0.25 - $ 3.00

      Granted                                   932,666          $ 0.25

      Exercised                                      --

      Forfeited                                      --
                                              ---------
Outstanding, August 31, 2006                  5,532,666          $ 0.25 - $ 3.00
                                              =========

In  connection  with its issuance of 932,666 of common stock for cash during the
six months  ended  August 31,  2006,  the Company  granted  warrants to purchase
932,666  shares of common stock at $.25 per share.  The warrants  expire between
April and September 2011.

The Company  received  $40,000 for 266,666 shares of common stock of the Company
to be issued  during the quarter ended  November 30, 2006.  Subsequent to August
31,  2006,  the Company  received an  additional  $20,000 for 133,333  shares of
common stock of the Company to be issued during the quarter  ended  November 30,
2006. In connection  with the  subscription,  the Company will grant warrants to
purchase  a total of  399,999  shares of  common  stock at $.25 per  share.  The
warrants expire five years after issuance of the common stock.

                                      -11-
<PAGE>

                       Managements Discussion and Analysis
                       -----------------------------------

Six Months Ending August 31, 2006 Compared to Six Months Ending August 31, 2005
-------------------------------------------------------------------------------

Revenues
--------

We had no revenues  during our six months  ending  August 31, 2006 ("2007 fiscal
year) and August  31,  2005  ("2006  fiscal  year).  Our  primary  focus was our
continued development of our light-based technology.


General and Administrative Expense
----------------------------------

General and  administrative  expenses  decreased  approximately  $354,000 or 38%
during the current  six month  period  ended  August 31, 2006 as compared to our
prior six month period ended August 31, 2005.  This  decrease is the net of both
increases and decreases in key general and  administrative  expense  categories.
Included in the decrease in general and administrative expenses is a decrease in
consulting  costs,  approximating  $291,000  during the current six month period
when compared to the prior six month period.  The decrease was partly  comprised
of approximately $183,000 of deferred costs amortized as an expense, as compared
to approximately $409,000 of deferred costs amortized as an expense in the prior
six month period,  resulting in a decrease of $226,000.  The overall decrease in
consulting  costs was  complimented by a decrease of $65,000 in other consulting
costs expended,  all associated with corporate  management,  investor relations,
marketing opportunities, product development and corporate funding. Advertising,
travel and marketing  decreased  approximately  $13,000 in the current six month
period  when  compared  to the prior six  month  period.  In the prior six month
period,   the  Company  was  very  active  in  pursuing  the   establishment  of
co-promotional  arrangements  for the  marketing,  distributing,  and commercial
exploitation  of  cancer  detection  technology,   along  with  the  promotional
activities  of raising  capital to support  these  objectives.  Included  in the
decrease in general and  administrative  expenses is a decrease in  professional
fees approximating  $30,000 during the current six month period when compared to
the prior six month  period.  In the prior  period,  the  Company  had  incurred
additional  professional  fee costs  associated  with a Securities  and Exchange
Commission  Filing and had previously  employed an accounting  consultant  which
subsequently  became employed as the Chief Financial  Officer.  Also included in
the  decrease in general and  administrative  expense is a decrease in salaries,
wages and  related  costs  approximating  $33,000,  during the current six month
period when compared to the prior six month  period.  The decrease was comprised
of approximately  $15,000 in payroll related costs and $18,000 in payroll costs.
The  decrease  of $18,000 in  payroll  costs is net of a decrease  in $42,000 of
costs  associated with the non-renewal of Mr.  Engelhart's  employment  contract
which  expired  in April  2006.  The  decrease  in  payroll  costs was net of an
increase of $24,000 of payroll costs associated with the employment of the Chief
Financial Officer, who was previously employed as an accounting consultant.  All
other  general  and   administrative   expenses  totaling   $55,000,   decreased
approximately  $9,000  during the current six month period when  compared to the
prior year  period.  Included  in the  increase  in general  and  administrative
expenses  is  an  increase  in  insurance  costs  approximating  $22,000,  which
primarily represent insurance costs associated with issuance of the officers and
directors liability policy.

Research and Development Expense
--------------------------------

Research and development expense decreased  approximately  $78,000 or 37% during
the current six month period  ended  August 31, 2006 when  compared to the prior
six month  period  ended August 31,  2005.  This

                                      -12-
<PAGE>

decrease was  comprised of net  increases  and decreases in several key research
and development  categories.  Included in the increase was approximately $13,000
in deferred  costs and a $15,000  payment  both  associated  with the  Company's
agreement with Alfanix Technology to construct  sophisticated  photonics devices
for cancer  diagnostics  and to  introduce  the devices  into Latin  America for
testing on human  subjects.  Included in the  decrease  in research  costs was a
decrease in funding to the  Research  Foundation  City  University  of New York,
approximating  $83,000,  along with a decrease of approximately $23,000 in other
research and development  consultant  costs in the current six month period when
compared to the prior six month period.

Liquidity and Capital Resources
-------------------------------

We had a deficiency  in working  capital as of August 31, 2006 of  approximately
$3,238,000 compared to a deficiency of approximately  $3,012,000 at February 28,
2006 or an increase in the deficiency of approximately  $226,000 for the current
six month  period ended August 31,  2006.  The  increase in the  deficiency  was
comprised  of a  decrease  of  approximately  $8,000 in  current  assets  and an
increase of  approximately  $218,000 in current  liabilities  which is primarily
composed of accrued liabilities.  The deficiency in working capital is primarily
represented by accruals for professional  fees,  consulting,  salaries and wages
and other general obligations.

Cash flows from financing activities was an increase  approximating $180,000 for
the six months ended August 31, 2006, which is primarily related to the proceeds
from the  private  placement  of common  stock.  The  proceeds  from the private
placement will be primarily used for working capital.

Our ability to continue  our  operations  is largely  dependent  upon  obtaining
regulatory   approval  for  the   commercialization   of  our  cancer  detection
technology.  There  can be no  assurance  as to  whether  or  when  the  various
requisite  government  approvals will be obtained or the terms or scope of these
approvals,  if granted.  We intend to defray the costs of  obtaining  regulatory
approval for the  commercialization  of such technology by the  establishment of
clinical trial arrangements with medical institutions.  We intend to continue to
pursue the  establishment  of  co-promotional  arrangements  for the  marketing,
distribution  and commercial  exploitation of its cancer  detection  technology.
Such arrangements,  if established,  may include up-front  payments,  sharing of
sales revenues after deduction of certain expenses,  and/or product  development
funding. Our management anticipates that substantial resources will be committed
to a  continuation  of our  research  and  development  efforts  and to  finance
government  regulatory  applications.  While  management  believes  that we will
obtain sufficient funds to satisfy our liquidity and capital resources needs for
the short  term from the  private  placement  of our  securities  and short term
borrowings,  no assurances can be given that additional  funding or capital from
other  sources,  such  as  co-promotion  arrangements,  will  be  obtained  on a
satisfactory  basis, if at all. In the absence of the  availability of financing
on a  timely  basis,  we may be  forced  to  materially  curtail  or  cease  our
operations.  Our operating and capital  requirements,  as described  above,  may
change  depending upon several factors,  including:  (i) results of research and
development activities; (ii) competitive and technological  developments;  (iii)
the timing and cost of obtaining required regulatory approvals for our products;
(iv) the amount of  resources  which we devote to  clinical  evaluation  and the
establishment  of  marketing  and sales  capabilities;  and (v) our  success  in
entering into, and cash flows derived from, co-promotion arrangements.

                                      -13-
<PAGE>

Off-Balance Sheet Arrangements
------------------------------

We have no off-balance sheet  arrangements that have or are reasonably likely to
have a  current  or  future  effect on the  small  business  issuer's  financial
condition,  changes in financial  condition,  revenues or  expenses,  results of
operations,  liquidity,  capital  expenditures  or  capital  resources  that  is
material to investors.

                                      -14-
<PAGE>

                         MANAGEMENT'S PLAN OF OPERATION
                         ------------------------------


The Company is principally engaged in the design,  development,  marketing,  and
licensing of medical diagnostic instruments that detect cancer in humans through
the   utilization  of  ultra  violet  light.   The  Company  uses  UV  light  to
algorithmically  excite molecules contained in human tissue.  Once excited,  the
Company's device measures the differences in the resulting natural  fluorescence
between  cancerous  and normal  tissue  providing  an  algorithmic  signature of
anomaly. The Company has successfully conducted certain preclinical and clinical
evaluations. Due to its; non-invasive characteristics, point of care - real time
results, and diagnostic  sensitivity and specificity,  the Company believes that
the commercial appeal for its medical devices could be significant.

The Company's strategy is to commercialize early cancer detection devices in the
area of cervical,  esophagus, oral and colon cancers and is based upon completed
technology,  prototypes  (in the area of cervical  cancer) and  expertise in the
area of  fluorescent  imaging.  The Company  formed  Medi-photonics  Development
Company,  LLC, a New York limited  liability  company  (Medi),  to engage in the
development of equipment for optical biopsy.

On November 9, 2004,  Mediscience  entered into an agreement to jointly  develop
the "Compact  Photonic  Explorer"  (CPE) or "pill camera",  for medical and non-
medical applications with Infotonics  Technology Center, Inc.  (Infotonics),  (a
consortium of Corning,  Inc., Eastman Kodak Company and Xerox Corporation).  The
parties' initial focus is to develop a Compact Photonic Explorer (CPE) or "smart
pill".  The CPE has a  photonic  sensor  that  uses  ultraviolet  (UV)  light to
remotely monitor the health of human tissue in various environments. The product
is being designed to potentially  take a biopsy of various areas of the FI tract
through spectroscopy. The initial target of the CPE is to develop a "smart pill"
that targets the diagnosis of various forms of cancer throughout the GI tract.

On October  26,  2005  Mediscience  noted that their  joint  development  of the
"Compact  Photonic  Explorer" (CPE), or "pill camera," for medical  applications
utilizing  (MTC)  optical  biopsy  IP, to  advance  to a  production  prototype,
(manufacturability,  meeting all "market-ready"  product performance specs, on a
best case scenario and an aggressive time-line). Infotonics has invested several
million dollars of funding sponsored by NASA for the research and development of
a prototype  Optical  Biopsy  Pill at CUNY.  As a result of this  investment,  a
bench-top prototype pill was demonstrated in December of 2005.

On December 9, 2005,  Mediscience completed development of the CD-Ratiometer and
submitted  Pre-IDE briefing  materials to the FDA with respect to the use of the
CD-Ratiometer in the area of cervical cancer detection.

On January 5, 2006,  Mediscience filed an Investigational Device Exemption (IDE)
application with the Center for Devices and Radiological  Health of the FDA. The
filing is subject to  evaluation by the FDA to determine  when a proposed  human
clinical  pilot study of the  Company's  Cervical  Cancer  Detection  Radiometer
(CD-R) may begin.

April 23, 2006, Michael  Engelhart's three year employment  agreement from April
23,  2003 to April  23,  2006  ended,  see  Registrants  SEC 10-K  2003  page 44
incorporated by reference.  CEO, Chairman  Katevatis assumed

                                      -15-
<PAGE>

the interim role of President April 24, 2006 and Dr. Stefane Lubitcz assumed the
title of Chief  Medical  Operations  Officer  (CMOO)  as of  February  28,  2006
consistent  with his  on-going  FDA  responsibilities.  (See 8-K filed  April 9,
2005), 2006 10-K Exhibit 99.1)

May  18,  2006  US  patent  disclosure   60/725,670  filed  September  29,  2005
"Phosphorescence  and  Fluorescence  Spectroscopy  for  Detection  of Cancer and
Pre-Cancer from  Normal/Benign  regions"  contractually  acquired by Registrants
from RFCUNY and Dr. Alfano inventor.

On or about May 22, 2006  Registrant in support of its FDA approved  application
of March  29,  2006  pilot  clinicals  began  negotiations  for a month to month
CD-Ratiometer  (CDR)  agreement  with INFO  TONICS  and  IUSUCUNY  CAT staff for
specific tasks to be performed  e.g.  on-going  product design review,  software
enhancements,  product  functionality,  and  up-grading  of manual  materials in
accordance with FDA criteria. It's expected that Registrant's monthly costs will
be supplemented with matching funds from the NY state CAT. (NYSTAR).

June 10, 2006 Registrant and a New York  Investment  Group executed an agreement
seeking a minimum of $5 million and a maximum of $10 million on terms  favorable
to registrant's  shareholders and providing a "firm commitment  public offering"
by  Registrants  wholly owned  subsidiary  for its  Ingestible  Diagnostic  Pill
presently under joint development with its equity partner Infotonics Research of
Rochester NY - the "Compact Photonic Explorer" (CPE). The Underwriting Agreement
and related  agreements  shall  contain such other terms and  conditions  as are
customarily  contained in agreements of such character.  Mediscience  Technology
Corporation,  has asked Infotonics for a proposal, including costs and schedule,
to miniaturize the technology into a manufacturable,  commercial  product and to
produce a quantity of such diagnostic  pills sufficient to conduct market trials
for FDA approval.

A principal  issue facing the Company is a lack of the  financial  resources and
liquidity  required  to maintain  business  momentum  and to  properly  leverage
intellectual  property  assets;  the  resolution  of this  issue is the  highest
priority of management.  In the absence of the availability of such financing on
a timely  basis,  the Company may be forced to  materially  curtail or cease its
operations.


                                      -16-
<PAGE>

Critical Accounting Policies

The preparation of financial  statements  requires  management to make estimates
and assumptions  that affect amounts reported  therein.  The most significant of
these involve the use of estimates. In each situation, management is required to
make estimates about the effects of matters or future events that are inherently
uncertain.

The financial  statements are prepared in conformity with accounting  principles
generally  accepted  in the United  States of  America,  and,  as such,  include
amounts based on informed estimates and judgements of management, such as:

         <        Determining accruals and contingencies;
         <        Valuing options and other equity instruments;
         <        Reviewing  the  realization/recoverability  of deferred  costs
                  resulting from the issuance of common stock to acquire certain
                  consulting services to be rendered in future periods.
         <        Deferred tax valuation allowance.


The Company used what it believes are reasonable  assumptions  where applicable,
established  valuation techniques in making its estimates.  Actual results could
differ from those estimates.



                                      -17-
<PAGE>

Item 3.  Controls and Procedures
         -----------------------

         (a) Evaluation of disclosure controls and procedures

         Our chief executive  officer and chief financial  officer evaluated the
         effectiveness of the Company's disclosure controls and procedures as of
         the  end  of the  period  covered  by  this  report.  Based  upon  that
         evaluation,  the Chief Executive  Officer and Chief  Financial  Officer
         concluded that our disclosure  controls and procedures as of the end of
         the  period  covered  by this  report are  functioning  effectively  to
         provide  reasonable  assurance  that  the  information  required  to be
         disclosed by the Company in reports filed under the Securities Exchange
         Act of 1934 is recorded, processed, summarized, and reported within the
         time periods  specified  in the  Securities  and Exchange  Commission's
         rules and forms.  A controls  system,  no matter how well  designed and
         operated,  cannot provide absolute assurance that the objectives of the
         controls are met, and no  evaluation  of controls can provide  absolute
         assurance  that all  control  issues and  instances  of fraud,  if any,
         within the company have been detected.

         (b) Change in Internal Control over Financial Reporting

         No change in the Company's  internal  control over financial  reporting
         occurred  during the  Company's  most recent  fiscal  quarter  that has
         materially affected,  or is reasonably likely to materially affect, the
         Company's internal control over financial reporting.


                                      -18-
<PAGE>

                           PART II - OTHER INFORMATION
                           ---------------------------

Item 1.  Legal Proceedings
         -----------------

         None

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
         -----------------------------------------------------------

         During the quarter ended August 31, 2006, the Company  received $40,000
         for 266,666  shares of common stock of the Company to be issued  during
         the quarter ended November 30, 2006. Subsequent to August 31, 2006, the
         Company  received an  additional  $20,000 for 133,333  shares of common
         stock of the Company to be issued during the quarter ended November 30,
         2006.  In  connection  with the  subscription,  the Company  will grant
         warrants to purchase a total of 399,999  shares of common stock at $.25
         per share.  The warrants expire five years after issuance of the common
         stock.

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

         (1)   Exhibits

         10.1     On June 13, 2006,  Mediscience Technology Corp. and a New York
                  Investment Group executed an agreement seeking a minimum of $5
                  million  and a maximum of $10  million on terms  favorable  to
                  registrant's shareholders and providing for a "firm commitment
                  public  offering" by Registrants  wholly owned  subsidiary for
                  its  Ingestible   Diagnostic   Pill   presently   under  joint
                  development  with its equity  partner  Infotonics  Research of
                  Rochester,  New York - the "Compact  Photonic  Explorer."  The
                  Underwriting  Agreement and related  agreements  shall contain
                  such other terms and conditions as are  customarily  contained
                  in agreements of such character.

         10.2     On  July  24,  2006,   Mediscience   Technology   Company  and
                  Infotonics   Research   announced   the   execution  of  their
                  Memorandum of Understanding  defining  Infotonics' agreed role
                  and responsibilities in the development and  commercialization
                  of the Mediscience Optical Biopsy Pill. The parties expression
                  of understanding  is to commercialize  the optical biopsy pill
                  through the formation of a "Newco" subsidiary of Mediscience.

                                      -19-
<PAGE>

                  Mediscience CEO Peter Katevatis Esq. stated "This project will
                  enhance   Mediscience    proprietary    non-invasive   imaging
                  technology for molecular detection of cancer and physiological
                  change and the Company's desire to use the net proceeds of the
                  proposed $5 to $10M Firm Offering to fund commercialization of
                  its platform IP Optical Biopsy Pill  technology to its initial
                  FDA application as it also begins to initiate its FDA approved
                  CD-R  pilot   clinical   trials  for  a  cervical   diagnostic
                  application  adjunct  to Pap.  The  relationship  with  equity
                  partner   Infotonics  is  a  synergistic   and  strategic  fit
                  leveraging   Infotonics   nano-technology   capabilities   and
                  resources to provide  Mediscience with an exceptional state of
                  the art advantage,  over  competitor's  Given-Olympus  imaging
                  approach".

         31.1     Certifications  pursuant to Section 302 of the  Sarbanes-Oxley
                  Act of 2002

         31.2     Certifications  pursuant to Section 302 of the  Sarbanes-Oxley
                  Act of 2002

         32       Certifications  pursuant to 18 U.S.C.  Section 1350 as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 202


                                      -20-
<PAGE>

                                   SIGNATURES
                                   ----------


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant has duly caused this report on Form 10-QSB to be signed on its behalf
by the undersigned thereunto duly authorized.




                                             MEDISCIENCE TECHNOLOGY CORP.
                                             (Registrant)


                                             /s/ Peter Katevatis


                                             --------------------------------
                                             Peter Katevatis
                                             Chairman of the Board and
                                             Chief Executive Officer



October 13, 2006


                                      -21-
<PAGE>

                                  EXHIBIT INDEX
                                  -------------

     EXHIBIT NO.       DESCRIPTION
     -----------       -----------

         10.1     On June 13, 2006  Mediscience  Technology Corp. and a New York
                  Investment Group executed an agreement seeking a minimum of $5
                  million  and a maximum of $10  million on terms  favorable  to
                  registrant's shareholders and providing for a "firm commitment
                  public  offering" by Registrants  wholly owned  subsidiary for
                  its  Ingestible   Diagnostic   Pill   presently   under  joint
                  development  with its equity  partner  Infotonics  Research of
                  Rochester,  New York - the "Compact  Photonic  Explorer."  The
                  Underwriting  Agreement and related  agreements  shall contain
                  such other terms and conditions as are  customarily  contained
                  in agreements of such character.

         10.2     On  July  24,  2006,   Mediscience   Technology   Company  and
                  Infotonics   Research   announced   the   execution  of  their
                  Memorandum of Understanding  defining  Infotonics' agreed role
                  and responsibilities in the development and  commercialization
                  of the Mediscience Optical Biopsy Pill. The parties expression
                  of understanding  is to commercialize  the optical biopsy pill
                  through the formation of a "Newco" subsidiary of Mediscience.

                  Mediscience CEO Peter Katevatis Esq. stated "This project will
                  enhance   Mediscience    proprietary    non-invasive   imaging
                  technology for molecular detection of cancer and physiological
                  change and the Company's desire to use the net proceeds of the
                  proposed $5 to $10M Firm Offering to fund commercialization of
                  its platform IP Optical Biopsy Pill  technology to its initial
                  FDA application as it also begins to initiate its FDA approved
                  CD-R  pilot   clinical   trials  for  a  cervical   diagnostic
                  application  adjunct  to Pap.  The  relationship  with  equity
                  partner   Infotonics  is  a  synergistic   and  strategic  fit
                  leveraging   Infotonics   nano-technology   capabilities   and
                  resources to provide  Mediscience with an exceptional state of
                  the art advantage,  over  competitor's  Given-Olympus  imaging
                  approach.

         31.1     Certification  of the  Chief  Executive  Officer  pursuant  to
                  Section 302 of the Sarbanes-Oxley Act of 2002.

         31.2     Certification  of the  Chief  Financial  Officer  pursuant  to
                  Section 302 of the Sarbanes-Oxley Act of 2002.

         32       Certification  of the Chief  Executive  Officer  and the Chief
                  Financial  Officer  pursuant  to 18 U.S.C.  Section  1350,  as
                  adopted pursuant to Section 906 of the  Sarbanes-Oxley  Act of
                  2002.


                                      -22-