UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                 Date of Report:

                                December 12, 2006

                          MEDISCIENCE TECHNOLOGY CORP.
                                 ---------------
               (Exact Name of Registrant as Specified in Charter)

<TABLE>
<CAPTION>
<S>                               <C>                            <C>

       New Jersey                  0-7405                    22-1937826
       ----------                  ------                    ----------
(State of Incorporation) (Commission File Number ) (IRS Employer Identification No.)

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

                                 (215) 485-0362
                                 --------------
                         (Registrant's telephone number)

         Check the  appropriate  box below if the Form 8-K filing is intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):

         [_] Written  communications  pursuant to Rule 425 under the  Securities
Act (17 CFR 230.425)

         [_] Soliciting  material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

         [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

         [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

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Item 8.01. Other Events.

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  notes 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 than $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  which are attached hereto as Exhibits 10.1 and 10.2
and incorporated by reference into this Current Report on Form 8-K.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

10.1   Letter Agreement dated as of June 13, 2006 between Mediscience and Empire
       Financial Group, Inc. regarding a firm commitment IPO

10.2   Letter  Agreement  dated as of December 2, 2006 between  Mediscience  and
       Empire Financial Group, Inc. regarding a best efforts bridge financing


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                                   SIGNATURES

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


                                             MEDISCIENCE TECHNOLOGY CORPORATION


Date: December 18, 2006                      By:   /s/ Peter Katevatis
                                                   ------------------------
                                                   Peter Katevatis
                                                   Chief Executive Officer