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 May 31, 2007                     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 May 31, 2007.

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

Common Stock, par value                                     65,459,274
$.01 per share

<page>

                          MEDISCIENCE TECHNOLOGY CORP.
                          ----------------------------
                                  MAY 31, 2007
                                  ------------

                                      INDEX
                                      -----

                                                                            PAGE
                                                                            ----

PART I.   Financial Information

Item 1.   Financial Statements

          Consolidated Balance Sheet as of May 31, 2007 (Unaudited)          1
          and February 28, 2007 (Audited)

          Consolidated Statement of Operations for the Three Months
          Ended May 31, 2007 (Unaudited) and May 31, 2006 (Unaudited)        2

          Consolidated Statement of Changes in Stockholders' Deficit
          for the Three Months Ended May 31, 2007 (Unaudited)                3

          Consolidated Statement of Cash Flows for the Three Months
          Ended May 31, 2007 (Unaudited) and May 31, 2006 (Unaudited)        4

          Exhibit to Consolidated Statement of Operations                    5

          Notes to Financial Statements                                     6-11
                                                                           12-15
Item 2.   Management's Discussion and Analysis and Plan of Operation

Item 3.   Controls and Procedures                                            16

PART II.  Other Information                                                  17

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

          Exhibit Index

          Exhibits

<page>
<table>
<caption>

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

                                               ASSETS
                                               ------

                                                                           May 31,      February 28,
                                                                            2007           2007
                                                                         (Unaudited)     (Audited)
                                                                        ------------    ------------

                                                                           <c>             <c>
CURRENT ASSETS
--------------
      Cash and Cash Equivalents                                         $    202,181    $    138,508
      Prepaid Expenses and Other Current Assets                               81,436          25,536
                                                                        ------------    ------------
           Total Current Assets                                              283,617         164,044

PROPERTY, PLANT AND EQUIPMENT
-----------------------------
      Net of Accumulated Depreciation                                            926           1,162

OTHER ASSETS - Security Deposit                                                1,800           1,800
------------
             - Deferred Costs                                                629,145         750,994
                                                                        ------------    ------------

TOTAL ASSETS                                                            $    915,488    $    918,000
------------                                                            ============    ============

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

CURRENT LIABILITIES
-------------------
      Convertible Debt, Net of Discount $303,229                        $     46,771    $         --
      Accounts Payable                                                        67,369          35,971
      Accrued Liabilities                                                  3,544,552       3,531,898
                                                                        ------------    ------------
                                                                           3,658,692       3,567,869
                                                                        ------------    ------------
           Total Current Liabilities

STOCKHOLDERS' DEFICIT
---------------------
      Convertible Preferred Stock, $.01 Par Value, 50,000 Shares
         Authorized; Issued and Outstanding -0- Shares -May 31, 2007;
         -0- Shares - February 28, 2007                                           --              --
      Common Stock $.01 Par Value, Authorized 199,950,000
        Shares; Issued and Outstanding Shares - 65,459,274 Shares            654,593         641,283
        May 31, 2007; 64,128,274 Shares - February 28, 2007
      Additional Paid-in Capital                                          25,444,972      25,073,282
      Accumulated Deficit                                                (28,842,769)    (28,364,434)
                                                                        ------------    ------------
           Total Stockholders' Deficit                                    (2,743,204)     (2,649,869)
                                                                        ------------    ------------

TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT                               $    915,488    $    918,000
-----------------------------------------                               ============    ============


                           See Notes to Consolidated Financial Statements.

                                                 -1-
</table>
<page>


                          MEDISCIENCE TECHNOLOGY CORP.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                FOR THE THREE MONTHS ENDED MAY 31, 2007 AND 2006
                                   (UNAUDITED)



                                                    THREE MONTHS
                                                 2007            2006
                                             ------------    ------------

Net Sales                                    $         --    $         --

Cost of Sales                                          --              --

       Gross Profit                                    --              --

General and Administrative Expense                264,559         287,612

Product Development Expense                       162,533         102,604
                                             ------------    ------------

       Total Expenses                             427,092         390,216
                                             ------------    ------------

Other Income                                        1,480             950

Interest Expense                                   (5,952)             --

Accretion of Interest on Convertible Debt         (46,771)             --
                                             ------------    ------------

       Total Other Income and Expense             (51,243)             --
                                             ------------    ------------

Net Loss                                     $   (478,335)   $   (389,266)
                                             ============    ============

Basic and Diluted Loss Per Common Share      $     (0.007)   $     (0.006)
                                             ============    ============

Weighted Average Common Shares Outstanding     64,571,941      60,959,243
                                             ============    ============


                 See Notes to Consolidated Financial Statements.

                                     - 2 -
<page>
<table>
<caption>


                                            MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES
                                     CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
                                               FOR THE THREE MONTHS ENDED MAY 31, 2007
                                                             (UNAUDITED)




                                                         Preferred Stock          Common Stock         Additional     Accumulated
                                                         ---------------          ------------         ----------     -----------
                                                       Shares       Amount      Shares      Amount   Paid-In Capital    Deficit
                                                       ------       ------      ------      ------   ---------------    -------

                                                   <c>        <c>         <c>         <c>         <c>            <c>
BALANCE, FEBRUARY 28, 2007                                    --  $       --  64,128,274  $  641,283  $ 25,073,282   $ (28,364,434)

    Issuance of Stock for Future Consulting Services

    Issuance of Stock - Anti-dilution Rights                                     231,000       2,310        (2,310)
    Issuance of Stock - For Cash                                                 500,000       5,000        45,000
    Discount on debt due to beneficial conversion                                                          275,000
         option
    Issuance of Stock - Consulting Services                                      600,000       6,000        54,000

    Net Loss                                                                                                              (478,335)
                                                      ----------  ----------  ----------  ----------  ------------   -------------

BALANCE, MAY 31, 2007                                         --  $       --  65,459,274  $  654,593  $ 25,444,972   $ (28,842,769)
                                                      ==========  ==========  ==========  ==========  ============   =============



                                           See Notes to Consolidated Financial Statements.



                                                               - 3 -
</table>
<page>
<table>
<caption>

                             MEDISCIENCE TECHNOLOGY CORP.
                             ----------------------------
                         CONSOLIDATED STATEMENT OF CASH FLOWS
                         ------------------------------------
                   FOR THE THREE MONTHS ENDED MAY 31, 2007 AND 2006
                   ------------------------------------------------
                                     (UNAUDITED)
                                     -----------

                                                                 2007         2006
                                                                 ----         ----

                                                             <c>          <c>
CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------
Adjustments to Reconcile Net Loss to Net Cash Used in
     Operating Activities:
              Operating Activities:
           Net Loss                                           $(478,335)   $(389,266)
           Accretion of Interest on Convertible Debt             46,771           --
           Depreciation                                             236          236
           Amortization of Deferred Costs                       121,849      137,104
           Stock Issued for Consulting Services                      --       14,880
                                                              ---------    ---------
           Subtotal                                            (309,479)    (237,046)

      Changes in Assets and Liabilities
           (Increase) Decrease in Prepaid Expense and Other
               Current Assets                                     4,100        2,898
           (Decrease) Increase in Accounts Payable               31,398       (4,108)
           Increase in Accrued Liabilities                       12,654      125,860
                                                              ---------    ---------

                Net Cash Used in Operating Activities          (261,327)     124,650

CASH FLOWS  FROM INVESTING ACTIVITIES                                --           --
-------------------------------------                         ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------
      Proceeds From Issuance of Common Stock                     50,000      140,000
      Proceeds from Issuance of Convertible Debt                275,000           --
                                                              ---------    ---------
                Net Cash Provided by Financing Activities       325,000      140,000

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                 63,673       27,604
------------------------------------------------
CASH AND CASH EQUIVALENTS
-------------------------
      Beginning Balance                                         138,508      136,635
                                                              ---------    ---------
                                                              $ 202,181    $ 164,239
                                                              =========    =========

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING
-------------------------------------------
ACTIVITIES:
-----------
    Common Stock Issued for Future Services                   $  60,000    $ 139,520
                                                              =========    =========
    Common Stock Issued - Anti-Diluting Rights                $   2,310    $   3,735
                                                              =========    =========
    Discount on Debt Due to Beneficial Conversion Option      $ 275,000    $      --
                                                              =========    =========


                    See Notes to Consolidated Financial Statements

                                        - 4 -
</table>
<page>
<table>
<caption>


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


                                                 Three Months Ended May 31, 2007
                                       ---------------------------------------------------

                                             Net         Weighted Average      Per Share
                                             ---         ----------------      ---------
                                             Loss       Shares Outstanding       Amount
                                             ----       ------------------       ------

                                    <c>                     <c>          <c>
Basic/diluted loss per common share:

Net Loss                               $      (478,335)        65,459,274   $        (0.007)

      Effect of Dilutive Securities                 --                 --                --
                                       ---------------    ---------------   ---------------

      Total                            $      (478,335)        65,459,274   $        (0.007)
                                       ===============    ===============   ===============


                                                   Three Months Ended May 31, 2006
                                       ----------------------------------------------------

Basic/Diluted Loss Per Common Share:

Net Loss                               $      (389,266)        60,959,243   $        (0.006)

      Effect of Dilutive Securities                 --                 --                --
                                       ---------------    ---------------   ---------------

      Total                            $      (389,266)        60,959,243   $        (0.006)
                                       ===============    ===============   ===============


                    See Notes to Consolidated Financial Statements


                                           - 5 -
</table>
<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"),  Medi-Photonics  Development,  LLC
("MEDI"), and Bioscopix,  Inc. ("Bioscopix").  Mediscience and Bioscopix are the
only active subsidiaries of the Company. All significant  intercompany  balances
and transactions have been eliminated in consolidation.

The  consolidated  financial  statements  as of and for the three month  periods
ended May 31,  2007 and 2006 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, 2007. The interim  operating results for the three months ended May
31, 2007 may not necessarily be indicative of the operating results expected for
the full year.

                                     - 6 -
<page>

3.  Significant Accounting Policies

                                Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the 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  adoption  of SFAS No.  123R  effective  March 1, 2006,  using the  modified
prospective  method,  had no effect on the Company's results of operations since
there were no nonvested  options at March 1, 2006.  There were no employee stock
options issued during the fiscal three months ended May 31, 2007 and 2006.

                        Recent Accounting Pronouncements

In  June  2006,  the  Financial   Accounting  Standards  Board  ("FASB")  issued
Interpretation  No. 48 ("FIN 48"),  Accounting for  Uncertainty in Income Taxes.
FIN 48 prescribes  detailed  guidance for the financial  statement  recognition,
measurement  and  disclosure  of  uncertain  tax  positions   recognized  in  an
enterprise's  financial  statements in accordance  with FASB  Statement No. 109,
Accounting  for Income  Taxes.  Tax positions  must meet a  more-likely-than-not
recognition  threshold at the effective date to be recognized  upon the adoption
of FIN 48 and in subsequent  periods.  FIN 48 will be effective for fiscal years
beginning  after  December 15, 2006 (in fiscal year 2007) and the  provisions of
FIN 48 will be applied to all tax positions under Statement No. 109 upon initial
adoption.   The   cumulative   effect  of  applying  the   provisions   of  this
interpretation  will be reported  as an  adjustment  to the  opening  balance of
retained  earnings for that fiscal year.  The adoption of FIN 48 did not require
an adjustment to its consolidated financial statements.

                                     - 7 -
<page>

In September 2006, the FASB issued Statement of Financial  Accounting  Standards
No. 157, Fair Value  Measurements,  ("SFAS No. 157"). SFAS No. 157 establishes a
framework  for  measuring  fair value and expands  disclosures  about fair value
measurements.  The changes to current practice resulting from the application of
SFAS No. 157 relate to the definition of fair value, the methods used to measure
value, and the expanded disclosures about fair value measurements.  SFAS No. 157
is effective  for fiscal  years  beginning  after  November 15, 2007 and interim
periods  within those fiscal  years.  The Company is  currently  evaluating  the
impact on the consolidated financial statements.

In  February  2007,  the FASB issued  SFAS No.  159,  The Fair Value  Option for
Financial Assets and Financial  Liabilities.  This Statement permits entities to
choose to measure many  financial  instruments  and certain  other times at fair
value  that  are not  currently  required  to be  measured  at fair  value.  The
objective  is to improve  financial  reporting by  providing  entities  with the
opportunity  to mitigate  volatility  in reported  earnings  caused by measuring
related assets and liabilities differently without having to apply complex hedge
accounting  provisions.   This  statement  also  establishes   presentation  and
disclosure requirements designed to facilitate comparisons between entities that
choose  different  measurement  attributes  for  similar  types  of  assets  and
liabilities.  This  Statement is effective for financial  statements  issued for
fiscal years beginning after November 15, 2007 and will become  effective for us
beginning with the first quarter of 2008. The Company has not yet determined the
impact of the adoption of SFAS No. 159 on its financial  statements and footnote
disclosures.

                                Reclassification

Certain  amounts  in 2006  have  been  reclassified  to  conform  with  the 2007
presentation.

4.  Deferred Costs

      Expected future amortization of all deferred costs is as follows:

          Nine Months Ending            February 29, 2008         $ 351,111
          Year Ending                   February 28, 2009           177,485
          Year Ending                   February 28, 2010           100,549

5.  Convertible Debt

On January 10,  2007 the Company  commenced  a Private  Placement  Offering  for
$2,000,000 of 12% convertible  promissory  notes ("the Notes") in amounts of not
less than $25,000. The Notes shall be due and payable, together with accrued and
unpaid  interest  on the  earlier of April 15,  2008 or three  months  after the
completion of the initial public offering ("the IPO) of the shares of Bioscopix.
Holders  of the Notes may  convert  the notes into (i) cash in the amount of the
principal and accrued and unpaid  interest due and a warrant  exercisable  until
April 15, 2009 to purchase  shares of Bioscopix in an amount equal to

                                     - 8 -
<page>

50% of the  principal of the Notes at an exercise  price of 120% of the five day
volume  weighted  average  price  preceding  the  effective  date  of the IPO of
Bioscopix  or (ii) shares of  Bioscopix at a price equal to 50% of the IPO price
of the Bioscopix  shares of common stock in an amount equal to the principal and
accrued and unpaid  interest  due on the Notes.  In  accordance  with EITF 00-27
under option (ii),  the carrying value of the Notes was reduced by the intrinsic
value of the beneficial  conversion  option resulting in a carrying value of $0.
As of May 31, 2007 and February 28, 2007, $350,000 and $75,000 of the Notes have
been issued with related  discount of $303,229  and  $75,000.  The Notes will be
accreted  to their  maturity  value  over the term of the  Notes.  Accretion  of
interest on a  convertible  debt  amounted to $46,771 for the three months ended
May 31, 2007. Accrued interest on convertible debt amounted to $5,952.

6.  Related Party Transactions

Legal services rendered by Mr. Katevatis,  Chairman/CEO  amounted to $12,500 for
the three  months  ended May 31, 2007 and 2006.  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 $4,976 and $4,662 for the three  months  ended May 31, 2007 and
2006, respectively.

7.  Accrued Liabilities

Accrued liabilities consist of the following:

                                               May 31,    February 28,
                                               -------    ------------
                                                2007         2007
                                                ----         ----

            Legal and professional fees      $  240,882   $  227,381

            Consulting and university fees    1,440,616    1,438,415

            Salaries and wages                1,758,667    1,764,667

            Other                               104,387      101,435
                                             ----------   ----------

                       Total                 $3,544,552   $3,531,898
                                             ==========   ==========

Included in legal and professional fees as of May 31, 2007 and February 28, 2007
is  $88,458  and  $75,958  respectively,  for  legal  services  rendered  by Mr.
Katevatis (Note 6).

Included in Consulting and  University  Fees as of May 31, 2007 and February 28,
2007 is $1,397,019 and $1,394,818, 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 May 31,  2007 and  February  28, 2007 is
$1,739,667 and $1,689,667  respectively,  owed to Mr.  Katevatis with respect to
his employment agreement.

                                     - 9 -
<page>

Included  in  salaries  and wages as of May 31,  2007 and  February  28, 2007 is
$19,000 and $15,000, 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 (the "Katevatis
Shares"),  which  at the time  represented  17%  (the  "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 three-months ended May 31, 2007, the Company issued
187,000  shares of common stock of the Company 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  (the  "Alfano
Shares"),   which  at  the  time  represented  4%  (the  "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 three-months  ended May 31, 2007, the Company issued 44,000 shares of
common stock of the Company to Dr. Alfano 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.

                     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.

During May, 2007, the Company  issued  600,000  restricted  shares of its common
stock with a value of $60,000 to a medical  consultant  in exchange for services
to be  rendered  over a period of one  year.  These  services  will  consist  of
development and  commercialization.  The transaction was recognized

                                     - 10 -
<page>

based on the fair value of shares issued.

                          Common Stock Issued for Cash

In  connection  with the  issuance of common stock during the three months ended
May 31, 2007, the Company issued 500,000  restricted  shares of its common stock
for cash proceeds of $50,000.

9.  Stock Options and Warrants

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

Activity  related to stock options during the three months ended May 31, 2007 is
as follows:
                                                                    Weighted
                                                                    --------
                                                    Exercise         Average
                                                    --------         -------
                                     Shares        Price Range    Exercise Price
                                     ------        -----------    --------------
 Outstanding, February 28, 2007         700,000   $1.00 - $2.00   $        1.50
      Granted                                --
      Exercised                              --
      Forfeited                              --

                                  -------------   -------------   -------------
 Outstanding, May 31, 2007              700,000   $1.00 - $2.00   $        1.50
                                  =============   =============   =============

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

Activity related to stock warrants during the three months ended May 31, 2007 is
as follows:
                                             Shares         Exercise
                                             ------         --------
                                            Available      Price Range
                                            ---------      -----------
         Outstanding, February 28, 2007       6,599,332   $0.25 - $3.00
              Granted                                --
              Exercised                              --
              Forfeited                              --
                                          -------------   -------------
         Outstanding, May 31, 2007            6,599,332   $0.25 - $3.00
                                          =============   =============

10.  Income Taxes

There is no income tax benefit for the losses for the three months ended May 31,
2007 and May 31, 2006 because the Company has determined that the realization of
the net deferred  tax asset is not assured.  The Company has created a valuation
allowance for the entire amount of such.

                                     - 11 -
<page>

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

                  Three Months Ending May 31, 2007 Compared to
                  --------------------------------------------
                        Three Months Ending May 31, 2006
                        --------------------------------

Revenues
--------

We had no revenues during our three months ending May 31, 2007 and May 31, 2006.
Our primary focus was our continued development of our light-based technology.

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

General and administrative expenses decreased approximately $23,000 or 8% during
the current  three month  period ended May 31, 2007 as compared to May 31, 2006.
The  major  expense   components   were  as  follows:   salaries  and  wages  of
approximately  $62,000  decreased  $18,000 due to the departure of the Company's
CEO, consulting costs of approximately  $30,000 decreased  approximately $58,000
due to the  decrease in deferred  costs,  all other  general and  administrative
expenses totaling approximately $173,000 increased $53,000 mainly due to $33,000
of fees paid for the bridge financing and $11,000 for travel expense.

Product Development Expense
---------------------------

Product  development expense increased  approximately  $60,000 or 58% during the
current  three month period ended May 31, 2007 when  compared to the prior three
month period ended May 31,  2006.  The increase is due to the clinical  research
being conducted at Infotonics in Rochester,  NY. Infotonics has been retained by
the Company to develop and commercialize medical diagnostic systems using tissue
autofluorescence to detect disease states.

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

We had a  deficiency  in  working  capital as of May 31,  2007 of  approximately
$3,375,000 compared to a deficiency of approximately  $3,404,000 at February 28,
2007 or a decrease in the  deficiency of  approximately  $29,000 for the current
three month  period  ended May 31,  2007.  The  decrease in the  deficiency  was
comprised of an increase of approximately $120,000 in current assets, consisting
of cash and  prepaid  expenses,  and an  increase  of  approximately  $91,000 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 $325,000 for the three months ended May
31, 2007, which was 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

                                     - 12 -
<page>

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.

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.


                                     - 13 -
<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

                                     - 14 -
<page>

Katevatis  assumed 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 is 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.

                                     - 15 -
<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 judgments 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.

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.

                                     - 16 -
<page>

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

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

           None

Item 2.    Unregistered Sales of Equity 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
           --------------------------------

           (1)    Exhibits

           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 2002

                                     - 17 -
<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



July 19, 2007



                                     - 18 -
<page>


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

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

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.


                                     - 19 -