FORM 10-Q SB

                       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 November 30, 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 November 30, 2006.

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

Common Stock, par value                                 63,315,441
$.01 per share

<page>

                          MEDISCIENCE TECHNOLOGY CORP.
                          ----------------------------
                                NOVEMBER 30, 2006
                                -----------------

                                      INDEX
                                      -----

                                                                            PAGE
                                                                            ----

PART I.   Financial Information

Item 1.   Financial Statements

          Consolidated Balance Sheet as of November 30, 2006                 1
          (Unaudited) and February 28, 2006 (Audited)

          Consolidated Statement of Operations for the Nine and Three
          Months Ended November 30, 2006 (Unaudited) and November 30,        2
          2005 (Unaudited)

          Consolidated Statement of Changes in Stockholders' Deficit
          for the Nine Months Ended November 30, 2006 (Unaudited)            3

          Consolidated Statement of Cash Flows for the Nine Months
          Ended November 30, 2006 (Unaudited) and November 30, 2005          4
          (Unaudited)

          Exhibit to Consolidated Statement of Operations                    5

          Notes to Financial Statements                                     6-13

Item 2.   Management's Discussion and Analysis and Plan of Operation       14-19

Item 3.   Controls and Procedures                                            20

PART II.  Other Information                                                21-23

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                                                         24

          Exhibit Index                                                    25-26

          Exhibits                                                         27-29

<page>

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

                                     ASSETS
                                     ------
<table>
<caption>

                                                                        November 30,    February 28,
                                                                            2006             2006
                                                                         (Unaudited)      (Audited)
                                                                        ------------    ------------

                                                                            <c>             <c>
CURRENT ASSETS
--------------
      Cash and Cash Equivalents                                         $     88,546    $    136,635
      Prepaid Expenses and Other Current Assets                                6,033           4,031
                                                                        ------------    ------------
           Total Current Assets                                               94,579         140,666

PROPERTY, PLANT AND EQUIPMENT
-----------------------------
      Net of accumulated depreciation $ 205,923
        November 30, 2006; $205,215 - February 28, 2006                        1,399           2,107

OTHER ASSETS - Security Deposit                                                1,800           1,800
------------
             - Deferred Costs                                                852,723       1,114,682
                                                                        ------------    ------------
TOTAL ASSETS                                                            $    950,501    $  1,259,255
------------                                                            ============    ============

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

CURRENT LIABILITIES
-------------------
      Accounts Payable                                                  $      6,595    $     29,204
      Accrued Liabilities                                                  3,390,039       3,123,458
                                                                        ------------    ------------
           Total Current Liabilities                                       3,396,634       3,152,662
                                                                        ------------    ------------

STOCKHOLDERS' DEFICIT
---------------------
      Convertible Preferred Stock, $.01 Par Value, 50,000 Shares                  --              --
         Authorized; Issued and Outstanding -0- Shares - November 30,
         2006; -0- Shares - February 28, 2006
      Common Stock $.01 Par Value, Authorized 199,950,000
         Shares; Issued and Outstanding Shares - 63,315,441 Shares
         November 30, 2006; 59,553,893 Shares - February 28, 2006            633,155         595,540
      Additional Paid-in Capital                                          24,907,410      24,462,292
      Accumulated Deficit                                                (27,986,698)    (26,951,239)
                                                                        ------------    ------------
           Total Stockholders' Deficit                                    (2,446,133)     (1,893,407)
                                                                        ------------    ------------

TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT                               $    950,501    $  1,259,255
-----------------------------------------                               ============    ============

</table>

                 See Notes to Consolidated Financial Statements.

                                     - 1 -
<page>

                          MEDISCIENCE TECHNOLOGY CORP.
                          ----------------------------
                      CONSOLIDATED STATEMENT OF OPERATIONS
                      ------------------------------------
         FOR THE NINE AND THREE MONTHS ENDED NOVEMBER 30, 2006 AND 2005
         --------------------------------------------------------------
                                   (UNAUDITED)
                                   -----------

<table>
<caption>

                                             NINE MONTHS                     THREE MONTHS
                                             -----------                     ------------
                                         2006            2005            2006            2005
                                         ----            ----            ----            ----

                                       <c>             <c>              <c>            <c>
Net Sales                            $         --    $         --    $         --    $         --

Cost of Sales                                  --              --              --              --

      Gross Profit                             --              --              --              --
                                     ------------    ------------    ------------    ------------

General and Administrative Expense        832,102       1,327,296         252,858         393,725
Product Development Expense               206,578         386,822          71,102         173,512
                                     ------------    ------------    ------------    ------------
      Total Expenses                    1,038,680       1,714,118         323,960         567,237

Other Income                                3,221          10,902           1,255           2,795
                                     ------------    ------------    ------------    ------------

Net Loss                             $ (1,035,459)   $ (1,703,216)   $   (322,705)   $   (564,442)
                                     ============    ============    ============    ============

Basic and Diluted Loss Per Common    $     (0.017)   $     (0.029)   $     (0.005)   $      (0.01)
                                     ============    ============    ============    ============
   Share

Weighted Average Common Shares
   Outstanding                         61,845,270      58,658,019      62,751,446      58,850,684
                                     ============    ============    ============    ============

</table>

                 See Notes to Consolidated Financial Statements.

                                     - 2 -
<page>


                  MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES
           CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
                   FOR THE NINE MONTHS ENDED NOVEMBER 30, 2006
                                   (UNAUDITED)

<table>
<caption>

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

                                      <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                                      630,550        6,304         (6,304)

    Issuance of Stock - For Cash                                1,599,332       15,994        224,006

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

    Issuance of Stock -
        Cancellation of Debt                                      166,666        1,667         26,666

    Cash Received For Stock
       Subscription                                                                                          40,000
    Receivable for Stock Subscription                                                                        20,000

    Issuance of Stock -
        Previously Subscribed                                     400,000        4,000         56,000       (60,000)

    Net Loss                                                                                                            (1,035,459)
                                        --------   ---------   ----------   ----------   ------------    ----------   ------------

BALANCE, NOVEMBER 30, 2006                    --   $      --   63,315,441   $  633,155   $ 24,907,410    $       --   $(27,986,698)
                                        ========   =========   ==========   ==========   ============    ==========   ============
</table>

                 See Notes to Consolidated Financial Statements.

                                     - 3 -
<page>

                          MEDISCIENCE TECHNOLOGY CORP.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
              FOR THE NINE MONTHS ENDED NOVEMBER 30, 2006 AND 2005
                                   (UNAUDITED)
<table>
<caption>

                                                                        2006           2005
                                                                        ----           ----

                                                                     <c>            <c>
CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------
    Net Loss                                                        $(1,035,459)   $(1,703,216)

    Adjustments to Reconcile Net Loss to Net Cash Used in
      Operating Activities:
         Depreciation                                                       708            450
         Amortization of Deferred Costs                                 401,479        739,943
         Issuance of Common Stock for Services                           14,880          4,680
                                                                    -----------    -----------

         Subtotal                                                      (618,392)      (958,143)

    Changes in Assets and Liabilities
         Decrease (Increase) in Prepaid Expense and Other Current
           Assets                                                        (2,002)         2,735
         (Decrease) Increase in Accounts Payable                        (22,609)       (64,944)
         (Decrease) Increase in Accrued Liabilities                     294,914        (14,646)
                                                                    -----------    -----------
         Net Cash Used in Operating Activities                         (348,089)    (1,034,998)
                                                                    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
------------------------------------
    Acquisition of Equipment                                                 --         (2,070)
                                                                    -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------
    Proceeds From Common Stock Previously Subscribed                     60,000             --
    Proceeds From Issuance of Common Stock                              240,000        375,000
    Decrease in Officer Loans                                                --        (31,542)
                                                                    -----------    -----------
         Net Cash Provided by Financing Activities                      300,000        343,458
                                                                    -----------    -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                        (48,089)      (693,610)
------------------------------------------------

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

    Ending Balance                                                  $    88,546    $   240,602
                                                                    ===========    ===========


SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING
-------------------------------------------

    Common Stock Issued for Future Services                         $   139,520    $   545,040
                                                                    ===========    ===========
    Common Stock Issued - Anti - Diluting Rights                    $     6,304    $     6,199
                                                                    ===========    ===========
    Common Stock Issued - Previously Subscribed                     $        --    $   250,000
                                                                    ===========    ===========
    Common Stock Issued - Cancellation of Debt                      $    28,333    $    17,167
                                                                    ===========    ===========
</table>

                 See Notes to Consolidated Financial Statements

                                     - 4 -
<page>

                 EXHIBIT TO CONSOLIDATED STATEMENT OF OPERATIONS
                  WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
                                   (UNAUDITED)
<table>
<caption>
                                                       Weighted
                                           Net       Average Shares  Per Share
                                          Loss        Outstanding     Amount
                                       -----------    -----------   -----------
                                         Nine Months Ended November 30, 2006
                                       ----------------------------------------

                                    <c>            <c>           <c>
Basic/diluted loss per common share:
Net Loss                               $(1,035,459)   $61,845,270   $    (0.017)
   Effect of dilutive securities                --             --            --
                                       -----------    -----------   -----------
   Total                               $(1,035,459)   $61,845,270   $    (0.017)
                                       ===========    ===========   ===========
<caption>
                                         Nine Months Ended November 30, 2005
                                       ----------------------------------------

                                    <c>            <c>           <c>
Basic/diluted loss per common share:
Net Loss                               $(1,703,216)    58,658,019   $    (0.029)
   Effect of dilutive securities                --             --            --
                                       -----------    -----------   -----------
   Total                               $(1,703,216)    58,658,019   $    (0.029)
                                       ===========    ===========   ===========
<caption>
                                         Three Months Ended November 30, 2006
                                       ----------------------------------------

                                    <c>            <c>           <c>
Basic/diluted loss per common share:
Net Loss                               $  (322,705)    62,751,446   $    (0.005)
   Effect of dilutive securities                --             --            --
                                       -----------    -----------   -----------
   Total                               $  (322,705)    62,751,446   $    (0.005)
                                       ===========    ===========   ===========
<caption>
                                         Three Months Ended November 30, 2005
                                       ----------------------------------------

                                    <c>            <c>           <c>
Basic/diluted loss per common share:
Net Loss                               $  (564,442)    58,850,684   $     (0.01)
   Effect of dilutive securities                --             --            --
                                       -----------    -----------   -----------
   Total                               $  (564,442)    58,850,684   $     (0.01)
                                       ===========    ===========   ===========
</table>

                 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 nine month periods ended
November 30, 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 nine months  ended
November 30, 2006 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 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  fiscal nine months ended
November 30, 2006.  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.

During the prior fiscal nine months ended November 20, 2005,  compensation  cost
for the Company's  employee stock option plan had been  determined  based on the
intrinsic  fair value of the  Company's  common  stock at the dates of awards as
permitted  under SFAS No. 123. If the Company had used the fair value method for
2005,  the net loss and net loss per common  share would have been  increased to
the pro forma  amounts  indicated  below.  In 2005,  the fair value amounts were
estimated  using the  Black-Scholes  options  pricing  model with the  following
assumptions:  no dividend yield,  expected volatility of 60%, risk-free interest
rate of 5% and  expected  option  life of five years.  During the quarter  ended
November 30, 2005, an option was granted to purchase 300,000 shares of $1.00 per
share.

                                     - 7 -
<page>
<table>
<caption>

                                                   Nine Months Ended    Three Months Ended
                                                      November 30,        November 30,
                                                    ----------------    ----------------
                                                          2005                2005
                                                          ----                ----

                                                 <c>                 <c>
Net loss, as reported                               $     (1,703,216)   $       (564,442)
Deduct: Total stock-based employee compensation
 expense determined under fair value based method
 for all awards, net of related tax effects                   12,000              12,000
                                                    ----------------    ----------------
Pro forma net loss                                  $     (1,715,216)   $       (576,442)
                                                    ================    ================
Basic and Diluted Loss per share:
   As reported                                      $         (0.029)   $         (0.010)
                                                    ================    ================
   Pro forma                                        $         (0.029)   $         (0.010)
                                                    ================    ================
</table>

         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 Company is currently  evaluating the
potential impact of FIN 48 on its consolidated financial statements.

In September 2006, the Securities and Exchange  Commission  ("SEC") issued Staff
Accounting  Bulletin No. 108 ("SAB No. 108").  SAB No. 108 addresses the process
and  diversity  in practice of  quantifying  financial  statement  misstatements
resulting in the potential build up of improper amounts on the balance sheet. We
will be  required to adopt the  provisions  of SAB No. 108 in fiscal  2007.  The
Company  is  currently  evaluating  the  impact  on the  consolidated  financial
statements.

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.

         Reclassification

Certain  amounts  in 2005  have  been  reclassified  to  conform  with  the 2006
presentation.

                                     - 8 -
<page>

4.       Deferred Costs

During the nine months ended November 30, 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:

         Three Months Ending            February 28, 2007       $129,729
            Year Ending                 February 28, 2008        444,963
            Year Ending                 February 29, 2009        177,484
            Year Ending                 February 28, 2010        100,547

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 $37,500 for
the nine months ended November 30, 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 $15,125 and $18,540 for the nine months ended November 30, 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 was 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  was  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

                                     - 9 -
<page>

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.

7.       Accrued Liabilities

Accrued liabilities consist of the following:

                                            November 30,  February 28,
                                                2006          2006
                                                ----          ----

            Legal and professional fees      $  189,882   $  203,382

            Consulting and university fees    1,397,915    1,276,414

            Salaries and wages                1,712,667    1,542,667

            Other                                89,575      100,995
                                             ----------   ----------
                       Total                 $3,390,039   $3,123,458
                                             ==========   ==========

Included in legal and professional fees as of November 30, 2006 and February 28,
2006 is $63,458 and $55,958  respectively,  for legal  services  rendered by Mr.
Katevatis (Note 6).

Included in Consulting and University  Fees as of November 30, 2006 and February
28, 2006 is $1,354,318  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 November 30, 2006 and February 28, 2006 is
$1,639,667 and $1,489,667  respectively,  owed to Mr.  Katevatis with respect to
his employment agreement.

Included in salaries  and wages as of November 30, 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 November 30, 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

                                     - 10 -
<page>

         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  nine-months  ended  November 30, 2006, the Company
issued  525,311  shares of  common  stock of the  Company  to Mr.  Katevatis  in
connection with the  anti-dilution  rights. As of November 30, 2006, the Company
is obligated to 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
nine-months ended November 30, 2006, the Company issued 105,239 shares of common
stock of the Company to Dr. Alfano in connection with the anti-dilution  rights.
As of November 30, 2006,  the Company is  obligated to issue an  additional  293
shares 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 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.

                                     - 11 -
<page>

         Common Stock Issued for Cash

In  connection  with the  issuance of common  stock during the nine months ended
November 30, 2006, the Company issued 1,599,332  restricted shares of its common
stock for cash proceeds of $240,000. In connection with the above issuance,  the
Company granted  warrants to purchase  1,599,332  shares of common stock at $.25
per share. The warrants expire between April and October 2011.

         Common Stock Subscribed

During the nine months ended November 30, 2006, the Company received $60,000 for
400,000  shares  of  common  stock  of the  Company  that  had  been  previously
subscribed.  In  connection  with the  subscription  and  issuance,  the Company
granted  warrants to purchase a total of 400,000  shares of common stock at $.25
per share.  The warrants expire five years after issuance of the common stock or
October 2011.

         Common Stock Issued for Cancellation of Debt

During November 2006, the Company issued 166,666 restricted shares of its common
stock with a value of $28,333 to a consultant in  satisfaction of an accrual for
services rendered over an eighteen month period.  The transaction was recognized
based on the fair market value of the shares issued or $0.17 per share.

9.       Stock Options and Warrants

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

Activity related to stock options during the nine months ended November 30, 2006
is as follows:

                                    Shares          Exercise    Weighted Average
                                    ------          --------    ----------------
                                                   Price 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, November 30, 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.


                                     - 12 -
<page>

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

Activity  related to stock  warrants  during the nine months ended  November 30,
2006 is as follows:
                                          Shares          Exercise
                                          ------          --------
                                         Available      Price Range
                                         ---------      -----------

Outstanding, February 28, 2006           4,600,000     $ 0.25 - $ 3.00
      Granted                            1,999,332     $          0.25
      Exercised                                 --
      Forfeited                                 --
                                      ------------
Outstanding, November 30, 2006           6,599,332     $ 0.25 - $ 3.00
                                      ============

In  connection  with its issuance of  1,999,332  shares of common stock for cash
during the nine months ended November 30, 2006, the Company granted  warrants to
purchase 1,999,332 shares of common stock at $.25 per share. The warrants expire
between April and October 2011.

10.      Subsequent Events
         -----------------

On December  19,  2006,  the Board of  Directors  of the Company  announced  the
Company's effort to raise bridge capital of $2.0 million,  that an extensive due
diligence review has been favorably completed by both Empire Financial Group and
Counsel.  The Empire  Investment Group will initially invest $2.0 million in the
Company's interest bearing  convertibles with individual dollar investment to be
no less than $25,000 each and later  conversion  rights at 50% of any future IPO
expected by Empire to be priced at $6.00 per share.

On January 10, 2007, the Company incorporated a Delaware wholly-owned subsidiary
named  Bioscopix,  Inc.  The  Corporation  was formed for the purpose of design,
development  and  commercialization  of  Mediscience  Technology   Corporation's
intellectual  property  associated with the  CDR-Ratiometer  and the CPE-Compact
Photonic Explorer at Infotonics of Rochester, New York.

                                     - 13 -
<page>

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

                Nine Months Ending November 30, 2006 Compared to
                ------------------------------------------------
                      Nine Months Ending November 30, 2005
                      ------------------------------------

Revenues
--------

We had no revenues during our nine months ending November 30, 2006 ("2007 fiscal
year) and  November  30, 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  $495,000 or 37%
during the current nine month period ended  November 30, 2006 as compared to our
prior nine month period ended  November  30, 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  $365,000  during the current nine
month  period when  compared to the prior nine month  period.  The  decrease was
partly  comprised of  approximately  $268,000 of deferred costs  amortized as an
expense, as compared to approximately $601,000 of deferred costs amortized as an
expense in the prior nine month period, resulting in a decrease of $333,000. The
overall  decrease in consulting  costs was complimented by a decrease of $32,000
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 nine month period when compared to the prior nine month  period.  In
the prior nine  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  $45,000  during the current nine month period
when compared to the prior nine 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  $54,000,  during the current nine month
period when compared to the prior nine month period.  The decrease was comprised
of approximately  $16,000 in payroll related costs and $38,000 in payroll costs.
The  decrease  of $38,000 in  payroll  costs is net of a decrease  in $72,000 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 $34,000 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   $113,000,   decreased
approximately  $18,000 during the current nine month period when compared to the
prior year  period.  The largest  item of decline  within the other  general and
administrative  expense  category  was rent  expense  for an  office in New York
approximating $8,000.


                                     - 14 -
<page>

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

Research and development expense decreased  approximately $180,000 or 47% during
the current nine month period ended November 30, 2006 when compared to the prior
nine month period ended  November 30, 2005.  This  decrease was comprised of net
increases  and  decreases in several key research  and  development  categories.
Included in the  increase  was  approximately  $20,000 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.
Also  included  in the  increase,  was $20,000 in  payments  to  Infotonics  for
preliminary  work in  conjunction  with  the  development  of the  Compact  Pill
Explorer  (CPE).  The  Company  is  expected  to fund an  additional  $30,000 to
Infotonics in the next quarter. Included in the decrease in research costs was a
decrease in funding to the  Research  Foundation  City  University  of New York,
approximating $120,000, along with a decrease of approximately $115,000 in other
research and development  consultant costs in the current nine month period when
compared to the prior nine month period.

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

We had a deficiency in working capital as of November 30, 2006 of  approximately
$3,302,000 compared to a deficiency of approximately  $3,012,000 at February 28,
2006 or an increase in the deficiency of approximately  $290,000 for the current
nine month period ended  November 30, 2006.  The increase in the  deficiency was
comprised  of a decrease  of  approximately  $46,000  in  current  assets and an
increase of  approximately  $244,000 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  $300,000  for the nine months ended
November 30, 2006, 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 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

                                     - 15 -
<page>

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.

                                     - 16 -
<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



                                     - 17 -
<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.

                                     - 18 -
<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.


                                     - 19 -
<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.

                                     - 20 -
<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  November  30, 2006,  the Company  received
           $100,000  for 666,666  shares of common  stock of the Company  issued
           during the quarter  ended  November  30, 2006.  In the prior  quarter
           ended August 31, 2006, the Company  received a stock  subscription of
           $60,000  for  400,000  shares of common  stock of the  Company  to be
           issued during the quarter ended November 30, 2006. In connection with
           the subscription and stock issuance,  the Company granted warrants to
           purchase  a total of  1,066,666  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 October 10, 2006 Mediscience  Technology  Corp.  announced it
                has  agreed  to  provide  $10,000  per  month  of  seed  funding
                beginning  October 2, 2006 for a period of up to five  months to
                equity partner Infotonics  Technology Center, Inc. of Rochester,
                New York to accelerate joint progress towards  commercialization
                of  registrants  Optical  Biopsy  Pill  through a  "Newco"  (NYS
                subsidiary  of  Mediscience).  Infotonics  will use this initial
                Funding to hire and assign a full-time Commercialization Program
                Manager (CTO), to continue and accelerate  Infotonics efforts on
                behalf  of  Mediscience  to  achieve  product  commercialization
                success.

                Registrant   has   additionally   contracted   commercialization
                responsibility  and  oversight of its  photonics  technology  IP
                platform to Infotonics who will develop the Mediscience  Optical
                Fluorescence  IP  platform  via  two  initial  advanced  medical
                products,  the Optical  Biopsy Pill (OBP) and the CD  Ratiometer
                (CDR).  The parties  expect that within this five month  period,
                funding  from a NYSTAR TTIP grant award of $750,000  applied for
                by Infotonics  plus, on completion of registrants due diligence,
                the  receipt by "Newco"  of an initial  $2-3M of bridge  funding
                from Empire Financial Group, Inc. NY, should become available to
                continue the product commercialization program.

                                     - 21 -
<page>

         10.2   On October 23, 2006, Mediscience Technology Corp. announced that
                at a  special  board  of  directors  telephone  conference  call
                meeting per By-Laws Section 15 Registrants By-Laws were modified
                in two  regards per By-Laws  ARTICLE XI:  "These  By-Laws may be
                altered, amended, or repealed, or new By-Laws may be adopted, by
                the affirmative  vote of a majority of the board of directors at
                any regular or special meeting of the board".

                1.  Removal  of  Directors  -  Section  12,  Paragraph  b of the
                Company's  By-Laws  amended "As provided in these  By-Laws,  any
                director may be removed,  either with or without  cause,  at any
                time and for any  reason  deemed  by the board to be in the best
                interests   of  the   shareholders   by  the  simple  and  clear
                affirmative majority vote of directors  constituting a quorum at
                any board of directors  meeting  special or  otherwise  properly
                called and held.

                2. Directors Number, Qualifications, Election and Term of Office
                - Article  II  Section 11  "Directors  need not be  stockholders
                except as otherwise provided, amended to read "Directors must be
                stockholders except as otherwise provided by these "By-Laws".

                THE BOARD  RESOLVED  that:  non-shareholder  Michael  Engelhart,
                Director,  is  removed  as a member  of the  board of  directors
                effective  immediately in accordance with board authority of the
                Company  By-Laws  Section  12,  Paragraph  b and  Section  11 of
                Article II as amended.

         10.3   Mediscience Technology  Corp.("Mediscience"),  executed a letter
                agreement  dated as of  December  2, 2006  ("Bridge  Agreement")
                under which Empire Financial Group, Inc.  ("Empire"),  agreed to
                serve as placement agent on a "best efforts" basis to raise $2.0
                million in bridge financing through a private  placement.  Under
                the terms of the  Bridge  Agreement,  Mediscience  agreed to pay
                Empire a nonrefundable retainer of $10,000, a cash placement fee
                equal  to 12% of the  aggregate  purchase  price  paid  by  each
                purchaser  of  Mediscience  shares of common  stock and warrants
                equal to 10% of the amount of securities  issued by  Mediscience
                under this bridge  funding.  The maturity date of the promissory
                note is the earlier of April 15, 2008 or three  months after the
                completion of an IPO of the imaging pill  division/CDR  division
                of Mediscience or any other  financing of Mediscience of no less
                that $5 million  and as much as $10  million.  Mediscience  also
                agreed  that for 24 months  following  the  consummation  of the
                bridge  financing,  Empire  has  the  right  to  act  as  one of
                Mediscience's    financial    advisors   in   certain   mergers,
                acquisitions,  or  restructurings  where  Mediscience  engages a
                financial  advisor to act as manager or placement  agent in debt
                financings  or  refinancings   and  to  act  as  underwriter  or
                placement  agent in any public or private  offering of equity or
                debt securities.

                Empire  previously  executed a letter  agreement  dated June 13,
                2006 with  Mediscience,  under which it stated its  intention to
                enter into a firm commitment  underwriting  agreement to raise a
                minimum of  $5,000,000  and as much as  $10,000,000  through the
                sale of shares of a new company to be spun out by Mediscience to
                accelerate commercialization of its optical biopsy pill.

                The terms of the Agreements  described  above are only a summary
                of the Bridge  Agreement and firm  commitment  IPO terms and are
                qualified in their entirety by reference to the Agreements.

                                     - 22 -
<page>


         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



                                     - 23 -
<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



January 19, 2007



                                     - 24 -
<page>


                                  EXHIBIT INDEX

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

      10.1  On October 10, 2006 Mediscience  Technology  Corp.  announced it has
            agreed  to  provide  $10,000  per  month of seed  funding  beginning
            October 2, 2006 for a period of up to five months to equity  partner
            Infotonics  Technology  Center,  Inc.  of  Rochester,  New  York  to
            accelerate joint progress towards  commercialization  of registrants
            Optical   Biopsy  Pill   through  a  "Newco"  (NYS   subsidiary   of
            Mediscience).  Infotonics  will use this initial Funding to hire and
            assign a  full-time  Commercialization  Program  Manager  (CTO),  to
            continue and accelerate  Infotonics efforts on behalf of Mediscience
            to achieve product commercialization success.

            Registrant    has    additionally    contracted    commercialization
            responsibility and oversight of its photonics technology IP platform
            to Infotonics who will develop the Mediscience Optical  Fluorescence
            IP platform via two initial advanced medical  products,  the Optical
            Biopsy Pill (OBP) and the CD Ratiometer  (CDR).  The parties  expect
            that within this five month period, funding from a NYSTAR TTIP grant
            award of $750,000  applied for by Infotonics  plus, on completion of
            registrants  due  diligence,  the  receipt  by "Newco" of an initial
            $2-3M of bridge funding from Empire Financial Group, Inc. NY, should
            become available to continue the product commercialization program.

      10.2  On October 23, 2006,  Mediscience Technology Corp. announced that at
            a special board of directors  telephone  conference call meeting per
            By-Laws Section 15 Registrants  By-Laws were modified in two regards
            per By-Laws ARTICLE XI: "These By-Laws may be altered,  amended,  or
            repealed,  or new By-Laws may be adopted, by the affirmative vote of
            a  majority  of the board of  directors  at any  regular  or special
            meeting of the board".

            1. Removal of Directors - Section 12,  Paragraph b of the  Company's
            By-Laws  amended "As provided in these By-Laws,  any director may be
            removed,  either  with or  without  cause,  at any  time and for any
            reason  deemed  by the  board  to be in the  best  interests  of the
            shareholders  by the simple and clear  affirmative  majority vote of
            directors  constituting  a quorum at any board of directors  meeting
            special or otherwise properly called and held.

            2. Directors Number,  Qualifications,  Election and Term of Office -
            Article II Section 11 "Directors need not be stockholders  except as
            otherwise provided,  amended to read "Directors must be stockholders
            except as otherwise provided by these "By-Laws".

            THE  BOARD  RESOLVED  that:   non-shareholder   Michael   Engelhart,
            Director, is removed as a member of the board of directors effective
            immediately  in  accordance  with  board  authority  of the  Company
            By-Laws  Section  12,  Paragraph  b and  Section 11 of Article II as
            amended.

      10.3  Mediscience  Technology  Corp.("Mediscience"),   executed  a  letter
            agreement  dated as of December 2, 2006 ("Bridge  Agreement")  under
            which Empire Financial Group,  Inc.  ("Empire"),  agreed to serve as
            placement  agent on a "best  efforts" basis to raise $2.0 million in
            bridge financing through a private placement. Under the terms of the
            Bridge Agreement,

                                     - 25 -
<page>

            Mediscience  agreed  to  pay  Empire  a  nonrefundable  retainer  of
            $10,000, a cash placement fee equal to 12% of the aggregate purchase
            price paid by each purchaser of  Mediscience  shares of common stock
            and  warrants  equal to 10% of the  amount of  securities  issued by
            Mediscience  under this bridge  funding.  The  maturity  date of the
            promissory  note is the  earlier of April 15,  2008 or three  months
            after the  completion  of an IPO of the  imaging  pill  division/CDR
            division of Mediscience or any other  financing of Mediscience of no
            less that $5 million and as much as $10  million.  Mediscience  also
            agreed that for 24 months  following the  consummation of the bridge
            financing,  Empire  has  the  right  to act as one of  Mediscience's
            financial   advisors   in   certain   mergers,    acquisitions,   or
            restructurings  where Mediscience engages a financial advisor to act
            as manager or placement agent in debt financings or refinancings and
            to act as  underwriter  or placement  agent in any public or private
            offering of equity or debt securities.

            Empire  previously  executed a letter  agreement dated June 13, 2006
            with Mediscience,  under which it stated its intention to enter into
            a firm  commitment  underwriting  agreement  to raise a  minimum  of
            $5,000,000 and as much as $10,000,000  through the sale of shares of
            a  new  company  to  be  spun  out  by   Mediscience  to  accelerate
            commercialization of its optical biopsy pill.

            The terms of the  Agreements  described  above are only a summary of
            the Bridge Agreement and firm commitment IPO terms and are qualified
            in their entirety by reference to the Agreements.

      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.


                                     - 26 -