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 May 31, 2006                    Commission File Number  0-7405

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


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


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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes  X  No
                                       ---

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

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

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

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


<PAGE>


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

                                      INDEX
                                      -----

                                                                            PAGE
                                                                            ----

PART I.   Financial Information

Item 1.   Financial Statements

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

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

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

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

          Exhibit to Consolidated Statement of Operations                    5

          Notes to Financial Statements                                     6-11

Item 2.   Management's Discussion and Analysis and Plan of Operation       12-16

Item 3.   Controls and Procedures                                            17

PART II.  Other Information                                                18-19

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                                                         20

          Exhibit Index                                                    21-22

          Exhibits                                                         23-25

<PAGE>

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

                                     ASSETS
                                     ------
<TABLE>
<CAPTION>

                                                                          May 31,       February 28,
                                                                           2006             2006
                                                                        (Unaudited)       (Audited)
                                                                        ------------    ------------
<S>                                                                            <C>             <C>

CURRENT ASSETS
--------------
      Cash and Cash Equivalents                                         $    164,239    $    136,635
      Prepaid Expenses and Other Current Assets                                1,133           4,031
                                                                        ------------    ------------
           Total Current Assets                                              165,372         140,666

PROPERTY, PLANT AND EQUIPMENT
-----------------------------
      Net of accumulated depreciation $205,451 -                               1,871           2,107
        May 31, 2006; $205,215 - February 28, 2006

OTHER ASSETS - Security Deposit                                                1,800           1,800
------------
             - Deferred Costs                                              1,117,098       1,114,682
                                                                        ------------    ------------

TOTAL ASSETS                                                            $  1,286,141    $  1,259,255
------------                                                            ============    ============

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

CURRENT LIABILITIES
-------------------
      Accounts Payable                                                  $     25,096    $     29,204
      Accrued Liabilities                                                  3,249,318       3,123,458
                                                                        ------------    ------------
                                                                           3,274,414       3,152,662
                                                                        ------------    ------------
           Total Current Liabilities

STOCKHOLDERS' DEFICIT
---------------------
      Convertible Preferred Stock, $.01 Par Value, 50,000 Shares                  --              --
         Authorized; Issued and Outstanding -0- Shares -May 31, 2006;
         -0- Shares - February 28, 2006
      Common Stock $.01 Par Value, Authorized 199,950,000
        Shares; Issued and Outstanding Shares - 61,825,121 Shares            618,252         595,540
        May 31, 2006; 59,553,893 Shares - February 28, 2006
      Additional Paid-in Capital                                          24,733,980      24,462,292
      Accumulated Deficit                                                (27,340,505)    (26,951,239)
                                                                        ------------    ------------
           Total Stockholders' Deficit                                    (1,988,273)     (1,893,407)
                                                                        ------------    ------------

TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT                               $  1,286,141    $  1,259,255
-----------------------------------------                               ============    ============

</TABLE>

                 See Notes to Consolidated Financial Statements.

                                     - 1 -
<PAGE>


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



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

    Net Sales                            $         --    $         --

    Cost of Sales                                  --              --

          Gross Profit                             --              --

    General and Administrative Expense        287,612         454,114
    Product Development Expense               102,604          79,719
                                         ------------    ------------
                                              390,216         533,833
                                         ------------    ------------
          Total Expenses

    Other Income                                  950           4,080
                                         ------------    ------------

    Net Loss                             $   (389,266)   $   (529,753)
                                         ============    ============

    Basic and Diluted Loss Per Common
       Share                             $     (0.006)   $     (0.009)
                                         ============    ============

    Weighted Average Common Shares
       Outstanding                         60,959,243      58,347,021
                                         ============    ============

                 See Notes to Consolidated Financial Statements.

                                     - 2 -
<PAGE>


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

<TABLE>
<CAPTION>

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

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

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

    Issuance of Stock -
      Anti-dilution Rights                                              373,562          3,735         (3,735)
    Issuance of Stock -
      For Cash                                                          932,666          9,327        130,673
    Issuance of Stock -
      Consulting Services                                                93,000            930         13,950

    Net Loss                                                                                                         (389,266)
                                    -------------  -------------  -------------  -------------  -------------   -------------

BALANCE, MAY 31, 2006                          --  $          --     61,825,121  $     618,252  $  24,733,980   $ (27,340,505)
                                    =============  =============  =============  =============  =============   =============

</TABLE>


                 See Notes to Consolidated Financial Statements.

                                     - 3 -
<PAGE>

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

<TABLE>
<CAPTION>

                                                                      2006        2005
                                                                      ----        ----
<S>                                                                 <C>          <C>

CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------
      Net Loss                                                    $(389,266)   $(529,753)

      Adjustments to Reconcile Net Loss to Net Cash Used in
         Operating Activities:
           Depreciation                                                 236           64
           Amortization of Deferred Costs                           137,104      254,226
           Stock Issued for Consulting Services                      14,880           --
                                                                  ---------    ---------

           Subtotal                                                (237,046)    (275,463)

      Changes in Assets and Liabilities
           Decrease in Prepaid Expense and Other Current Assets       2,898        2,719
           (Decrease) Increase in Accounts Payable                   (4,108)     (70,130)
           (Decrease) Increase in Accrued Liabilities               125,860      (86,528)
                                                                  ---------    ---------

                Net Cash Used in Operating Activities              (112,396)    (429,402)
                                                                  ---------    ---------

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

CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------
      Proceeds From Issuance of Common Stock                        140,000      275,000
      Decrease in Officer Loans                                          --      (31,542)
                                                                  ---------    ---------
                Net Cash Provided by Financing Activities           140,000      243,458

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                     27,604     (185,944)
------------------------------------------------

CASH AND CASH EQUIVALENTS
-------------------------
      Beginning Balance                                             136,635      934,212
                                                                  ---------    ---------
      Ending Balance                                              $ 164,239    $ 748,268
                                                                  =========    =========


SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING
-------------------------------------------
      ACTIVITIES:
      -----------
    Common Stock Issued for Future Services                       $ 139,520    $ 525,040
                                                                  =========    =========
    Common Stock Issued - Anti - Diluting Rights                  $   3,735    $   3,948
                                                                  =========    =========
    Common Stock Issued - Previously Subscribed                   $      --    $ 250,000
                                                                  =========    =========
    Common Stock Issued - Cancellation of Debt                    $      --    $   3,667
                                                                  =========    =========

</TABLE>

                 See Notes to Consolidated Financial Statements

                                     - 4 -
<PAGE>


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


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

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

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)
                                      ============   ============  ============


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

Basic/diluted loss per common share:

Net Loss                              $   (529,753)    58,347,021  $     (0.009)

      Effect of dilutive securities             --             --            --
                                      ------------   ------------  ------------

      Total                           $   (529,753)    58,347,021  $     (0.009)
                                      ============   ============  ============



                 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 three month  periods
ended May 31,  2006 and 2005 are  unaudited  and are  presented  pursuant to the
rules  and  regulations  of the  Securities  and  Exchange  Commission.  Certain
financial  information and footnote  disclosures  normally included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted pursuant to such rules and regulations,  although
the Company believes that the accompanying  disclosures are adequate to make the
information  presented  not  misleading.  In  the  opinion  of  management,  all
adjustments  (consisting of normal recurring accruals)  considered necessary for
fair presentation have been included.

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.


                                     - 6 -
<PAGE>

         Loss per Common Share

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

         Accounting for Stock-Based Compensation

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

4.       Deferred Costs

During the three months ended May 31, 2006,  the Company  issued  872,000  fully
vested  restricted  shares of its common stock at a value of $.16 per share (the
closing price of the Company's  common stock on the date of issuance)  amounting
to $139,520 to two  consulting  groups in exchange for  services  rendered 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:

               Nine Months Ending          February 28, 2007         $394,104

                  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

                                     - 7 -
<PAGE>

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 $12,500 for
the three  months  ended May 31, 2006 and 2005.  These  amounts are  recorded in
general and administrative expense.

As part of Mr. Katevatis' employment agreement,  the Company pays property taxes
and certain  operating  expenses on the home of Mr.  Katevatis  in lieu of rent,
since the Company's  operations  are located in Mr.  Katevatis'  home.  Expenses
recognized  were $4,662 and $6,164 for the three  months  ended May 31, 2006 and
2005, respectively.

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

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

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

                                     - 8 -
<PAGE>

7.       Accrued Liabilities

Accrued liabilities consist of the following:

                                               May 31,    February 28,
                                                2006          2006
                                                ----          ----

            Legal and professional fees      $  208,882   $  203,382

            Consulting and university fees    1,316,914    1,276,414

            Salaries and wages                1,614,667    1,542,667

            Other                               108,855      100,995
                                             ----------   ----------

                       Total                 $3,249,318   $3,123,458
                                             ==========   ==========

Included in legal and professional fees as of May 31, 2006 and February 28, 2006
is  $53,458  and  $55,958  respectively,  for  legal  services  rendered  by Mr.
Katevatis (Note 6).

Included in Consulting and  University  Fees as of May 31, 2006 and February 28,
2006 is $1,273,318 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 May 31,  2006 and  February  28, 2006 is
$1,539,667 and $1,489,667  respectively,  owed to Mr.  Katevatis with respect to
his employment agreement.

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

Included  in  salaries  and wages as of May 31,  2006 and  February  28, 2006 is
$15,000 and $10,500, respectively,  owed to Mr. Benick, Chief Financial Officer,
with respect to his employment agreement.

8.       Stockholders' Deficit

         Anti-Dilution Rights

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

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

                                     - 9 -
<PAGE>

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
three-months  ended May 31, 2006,  the Company  issued  57,917  shares of common
stock of the Company to Dr. Alfano in connection with the anti-dilution  rights.
It was  subsequently  discovered that 1,717 shares were issued in error and will
be returned  during the next fiscal quarter ended August 31, 2006. In connection
with the issuance of these shares, the Company  capitalized only the stock's par
value,  from  additional  paid in capital  because of the Company's  accumulated
deficit.

         Common Stock Issued for Services

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

         Common Stock Issued for Future Services

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

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

         Common Stock Issued for Cash

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

                                     - 10 -
<PAGE>

9.       Stock Options and Warrants

      Stock Options

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


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

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

      Exercised                             --

      Forfeited                     (2,000,000)  $ 0.25 - $ 1.00
                                    ----------
Outstanding, May 31, 2006              700,000   $ 1.00 - $ 2.00   $       1.36
                                    ==========

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

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

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

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

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

      Granted                                 932,666          $ 0.25

      Exercised                                   --

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

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

                                     - 11 -
<PAGE>

                       Managements Discussion and Analysis

  Three Months Ending May 31, 2006 Compared to Three Months Ending May 31, 2005

Revenues
--------

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

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

General and  administrative  expenses  decreased  approximately  $167,000 or 37%
during the  current  three  month  period  ended May 31, 2006 as compared to our
prior three month period ended May 31,  2005.  This  decrease is the net of both
increases and decreases in key general and  administrative  expense  categories.
Included in the decrease in general and administrative expenses is a decrease in
consulting costs,  approximating  $132,000 during the current three month period
when compared to the prior three month period. The decrease was partly comprised
of approximately  $93,000 of deferred costs amortized as an expense, as compared
to approximately $200,000 of deferred costs amortized as an expense in the prior
three month period, resulting in a decrease of $107,000. The overall decrease in
consulting  costs was  complimented by a decrease of $25,000 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 $19,000 in the current three month
period when compared to the prior three month  period.  In the prior three 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  $10,000 during the current three month period when compared
to the prior three month period.  In the prior period,  the Company had incurred
additional  professional  fee costs  associated  with a Securities  and Exchange
Commission  Filing.  Also included in the decrease in general and administrative
expense  is a  decrease  in  salaries,  wages and  related  costs  approximating
$20,000,  during the current three month period when compared to the prior three
month  period.  The decrease was  comprised  of  approximated  $7,000 in payroll
related costs and $13,000 in payroll costs  associated  with the  non-renewal of
Mr. Engelhart's employment contract which expired in April 2006. Included in the
increase in general  and  administrative  expenses  is an increase in  insurance
costs   approximating   $11,000,   which  primarily  represent  insurance  costs
associated  with issuance of the officers and directors  liability  policy.  All
other general and administrative  expenses increased  approximately  $3,000 with
little  variance  between line items during the current  three month period when
compared to the prior year period.

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

Research and development expense increased  approximately  $23,000 or 28% during
the current  three month  period  ended May 31, 2006 when  compared to the prior
three month  period  ended May 31,  2005.  This  increase  was  comprised of net
increases  and  decreases in several key research  and  development  categories.
Included  in the  increase  was  approximately  $7,000 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

                                     - 12 -
<PAGE>

diagnostics and to introduce the devices into Latin America for testing on human
subjects.  Included in the increase in research costs was an increase in funding
to the Research  Foundation City University of New York,  approximating  $2,000,
less a  decrease  of  approximately  $1,000 in other  research  and  development
consultant  costs in the current  three month period when  compared to the prior
three month period.

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

We had a  deficiency  in  working  capital as of May 31,  2006 of  approximately
$3,109,000 compared to a deficiency of approximately  $3,012,000 at February 28,
2006 or an increase in the deficiency of  approximately  $97,000 for the current
three month  period  ended May 31,  2006.  The  increase in the  deficiency  was
comprised of an increase of  approximately  $25,000 in current assets  primarily
composed  of cash,  as compared  to an  increase  of  approximately  $122,000 in
current  liabilities  which was primarily  composed of accrued  liabilities  and
accounts payable. The deficiency in working capital is primarily  represented by
accruals for professional fees, consulting, salaries and wages and other general
obligations.

Cash flows from financing activities was an increase  approximating $140,000 for
the three months ended May 31, 2006, which is primarily  related to the proceeds
from the  private  placement  of common  stock.  The  proceeds  from the private
placement will be primarily used for working capital.

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

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  Katevatis assumed

                                     - 14 -
<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.

May 22, 2006 Registrant in support of its FDA approved  application of March 29,
2006 pilot clinicals entered into a month to month CD-Ratiometer (CDR) agreement
beginning  July 1,  2006 with  IUSL/CUNY  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.  Registrant's  monthly costs will be supplemented  with matching funds
from the NY state CAT.

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 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.



                                     - 16 -
<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.


                                     - 17 -
<PAGE>

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

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

           None

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

           In March 2006, the Company issued  500,000  restricted  shares of its
           common  stock  with a value of $80,000 to a  consulting  company  for
           services to be rendered  over a period to  approximate  three  years.
           These  services  will  consist  of  on  going   consultation  in  the
           construction of eight CD-R units.

           In  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
           twelve month period.

           In 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.

           In May 2006,  the Company  issued  932,666  restricted  shares of its
           common stock with a value of $140,000 for cash.

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 March 6, 2006  Mediscience  Technology  Corp.  and  Alfanix
                  Technology,   Ltd.   announced   an  alliance   to   construct
                  sophisticated  photonics devices for cancer diagnostics,  such
                  as the Cancer Diagnostic  Ratiometer  (CD-R); and to introduce
                  the devices into Latin America for testing on human  subjects.
                  CD-Rs use light fluorescence to distinguish  between cancerous
                  and  non-cancerous  tissues to obtain a more  accurate in situ
                  optical PAP test.


                                     - 18 -
<PAGE>


         10.2     On April 3, 2006 Mediscience  Technology  Corp.  announced The
                  Food and Drug  Administration  on March 29, 2006 approved as a
                  "Non-significant risk device study the Company's  multi-center
                  pilot study to establish the safety and parameters of efficacy
                  of its  proprietary  Optical  Biopsy  Device (CD-R) for cancer
                  detection  of  the  cervix  preliminary  to a  pivotal  study"
                  expected  to  bring  this   molecular   algorithmic   specific
                  technology to market.

         10.3     May 2, 2006,  Mediscience Technology Corp's Board of Directors
                  at a telephonic  Board Meeting by a majority vote removed John
                  Matheu as a director of registrant for cause.  Mr.  Matheu,  a
                  fiduciary   having  an   awareness  of   privileged   material
                  information  (e.g.  fund raising  efforts -FDA process) at the
                  time sold a total of 30,500  shares of  Registrants  Common on
                  February 14, 2006, filing his "Form 5" on April 19, 2006. This
                  matter first came to the attention of the  Registrant on April
                  18,  2006  as  part  of  Mr.   Matheu's  2nd   corrected   D&O
                  questionnaire.  "He stated he sold, made a mistake, was sorry,
                  would file the form 5 as  required  but would not resign  from
                  the board."  Requiring this  immediate  action by the Board of
                  Directors of the Company.

         10.4     On May 26, 2006 Mediscience  Technology Corp. reports Syracuse
                  University  independent  comparative  assessment  of  business
                  opportunity for Mediscience/Infotonics photonics-based optical
                  biopsy Pill technology.

         10.5     On May 26,  2006  Mediscience  Technology  Corp.  reports  FDA
                  approval  March  29,  2006 of  registrants  proposed  clinical
                  investigation  as a  nonsignificant  risk (NSR) device  study.
                  Registrant  submitted  protocol  for a pilot study for the C-D
                  Ratiometer  entitled "A  Multicenter  Pilot study to establish
                  the Safety and  Parameters  of Efficacy  of an Optical  Biopsy
                  Device (CDR) for Cancer  Detection of Cervix  Preliminary to a
                  Pivotal Study."

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

         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


                                     - 19 -
<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 14, 2006


                                     - 20 -
<PAGE>

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

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

         10.1     On March 6, 2006  Mediscience  Technology  Corp.  and  Alfanix
                  Technology,   Ltd.   announced   an  alliance   to   construct
                  sophisticated  photonics devices for cancer diagnostics,  such
                  as the Cancer Diagnostic  Ratiometer  (CD-R); and to introduce
                  the devices into Latin America for testing on human  subjects.
                  CD-Rs use light fluorescence to distinguish  between cancerous
                  and  non-cancerous  tissues to obtain a more  accurate in situ
                  optical PAP test.

         10.2     On April 3, 2006 Mediscience  Technology  Corp.  announced The
                  Food and Drug  Administration  on March 29, 2006 approved as a
                  "Non-significant risk device study the Company's  multi-center
                  pilot study to establish the safety and parameters of efficacy
                  of its  proprietary  Optical  Biopsy  Device (CD-R) for cancer
                  detection  of  the  cervix  preliminary  to a  pivotal  study"
                  expected  to  bring  this   molecular   algorithmic   specific
                  technology to market.

         10.3     May 2, 2006,  Mediscience Technology Corp's Board of Directors
                  at a telephonic  Board Meeting by a majority vote removed John
                  Matheu as a director of registrant for cause.  Mr.  Matheu,  a
                  fiduciary   having  an   awareness  of   privileged   material
                  information  (e.g.  fund raising  efforts -FDA process) at the
                  time sold a total of 30,500  shares of  Registrants  Common on
                  February 14, 2006, filing his "Form 5" on April 19, 2006. This
                  matter first came to the attention of the  Registrant on April
                  18,  2006  as  part  of  Mr.   Matheu's  2nd   corrected   D&O
                  questionnaire.  "He stated he sold, made a mistake, was sorry,
                  would file the form 5 as  required  but would not resign  from
                  the board."  Requiring this  immediate  action by the Board of
                  Directors of the Company.

         10.4     On May 26, 2006 Mediscience  Technology Corp. reports Syracuse
                  University  independent  comparative  assessment  of  business
                  opportunity for Mediscience/Infotonics photonics-based optical
                  biopsy Pill technology.

         10.5     On May 26,  2006  Mediscience  Technology  Corp.  reports  FDA
                  approval  March  29,  2006 of  registrants  proposed  clinical
                  investigation  as a  nonsignificant  risk (NSR) device  study.
                  Registrant  submitted  protocol  for a pilot study for the C-D
                  Ratiometer  entitled "A  Multicenter  Pilot study to establish
                  the Safety and  Parameters  of Efficacy  of an Optical  Biopsy
                  Device (CDR) for Cancer  Detection of Cervix  Preliminary to a
                  Pivotal Study."

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

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

                                     - 21 -
<PAGE>

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

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



                                     - 22 -