FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

For Quarter Ended August 31, 2007                 Commission File Number 0-7405

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

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

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

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

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

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

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

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of August 31, 2007.

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

Common Stock, par value                                       66,064,274
$.01 per share


<page>

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

                                      INDEX
                                      -----

                                                                            PAGE
                                                                            ----

PART I.    Financial Information

Item 1.    Financial Statements

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

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

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

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

           Exhibit to Consolidated Statement of Operations                   5

           Notes to Financial Statements                                    6-11

Item 2.    Management's Discussion and Analysis and Plan of Operation      12-15

Item 3.    Controls and Procedures                                           16

PART II.   Other Information                                                 17

Item 1.    Legal Proceedings

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

Item 3.    Defaults Upon Senior Securities

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

Item 5.    Other Information

Item 6.    Exhibits and Reports on Form 8-K

           Signatures                                                        18

           Exhibit Index                                                     19

           Exhibits                                                        20-22

<page>

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

                                     ASSETS
                                     ------
<table>
<caption>
                                                                        August 31,    February 28,
                                                                           2007           2007
                                                                       (Unaudited)      (Audited)
                                                                      ------------    ------------

                                                                         <c>             <c>
CURRENT ASSETS
--------------
      Cash and Cash Equivalents                                       $    532,387    $    138,508
      Prepaid Expenses and Other Current Assets                             94,399          25,536
                                                                      ------------    ------------
           Total Current Assets                                            626,786         164,044

PROPERTY, PLANT AND EQUIPMENT
-----------------------------
      Net of Accumulated Depreciation                                          690           1,162

OTHER ASSETS - Security Deposit                                              1,800           1,800
             - Deferred Costs                                              510,038         750,994
                                                                      ------------    ------------

TOTAL ASSETS                                                          $  1,139,314    $    918,000
------------                                                          ============    ============

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

CURRENT LIABILITIES
-------------------
      Convertible Debt, Net of Discount $748,288 and $75,000          $    251,712    $         --
      Accounts Payable                                                      30,643          35,971
      Accrued Liabilities                                                3,559,292       3,531,898
                                                                      ------------    ------------
                                                                         3,841,647       3,567,869
                                                                      ------------    ------------
           Total Current Liabilities

STOCKHOLDERS' DEFICIT
---------------------
      Convertible Preferred Stock, $.01 Par Value, 50,000 Shares
         Authorized; Issued and Outstanding -0- Shares - August 31,             --              --
         2007; -0- Shares - February 28, 2007
      Common Stock $.01 Par Value, Authorized 199,950,000
        Shares; Issued and Outstanding Shares - 66,064,274 Shares          660,643         641,283
        August 31, 2007; 64,128,274 Shares - February 28, 2007
      Additional Paid-in Capital                                        26,230,572      25,073,282
      Accumulated Deficit                                              (29,593,548)    (28,364,434)
                                                                      ------------    ------------
           Total Stockholders' Deficit                                  (2,702,333)     (2,649,869)
                                                                      ------------    ------------

TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT                             $  1,139,314    $    918,000
-----------------------------------------                             ============    ============

</table>

                 See Notes to Consolidated Financial Statements.

                                       -1-
<page>

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

<table>
<caption>

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

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

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

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

General and Administrative Expense                607,463         579,244         342,946         291,632

Product Development Expense                       347,837         135,476         185,304          32,872
                                             ------------    ------------    ------------    ------------

       Total Expenses                             955,300         714,720         528,250         324,504
                                             ------------    ------------    ------------    ------------

Interest Income                                     5,291           1,966           3,810           1,016

Interest Expense                                  (27,393)             --         (21,441)             --

Accretion of Interest on Convertible Debt        (251,712)             --        (204,941)             --
                                             ------------    ------------    ------------    ------------

       Total Other Income and Expense            (273,814)             --        (222,572)             --
                                             ------------    ------------    ------------    ------------

Net Loss                                     $ (1,229,114)   $   (712,754)   $   (750,822)   $   (323,488)
                                             ============    ============    ============    ============

Basic and Diluted Loss Per Common Share      $     (0.019)   $     (0.012)   $     (0.011)   $     (0.005)
                                             ============    ============    ============    ============

Weighted Average Common Shares Outstanding     65,217,274      61,392,182      65,862,607      61,825,121
                                             ============    ============    ============    ============

</table>


                 See Notes to Consolidated Financial Statements.

                                      - 2 -

<page>

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

<table>
<caption>


                                                                                                        Additional      Accumulated
                                                      Preferred Stock            Common Stock         Paid-In Capital     Deficit

                                                     Shares     Amount       Shares         Amount


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

    Issuance of Stock - Anti-dilution Rights                                  336,000          3,360         (3,360)
    Issuance of Stock - For Cash                                            1,000,000         10,000         90,000
    Issuance of Stock - Consulting Services                                   600,000          6,000         54,000

    Issuance of Warrants - Prepaid Financing Charges                                                         91,650
    Discount on Debt due to Beneficial
      Conversion Option                                                                                     925,000

    Net Loss                                                                                                             (1,229,114)
                                                    --------   --------   -----------   ------------   ------------    ------------

BALANCE, AUGUST 31, 2007                                  --   $     --    66,064,274   $    660,643   $ 26,230,572    $(29,593,548)
                                                    ========   ========   ===========   ============   ============    ============

</table>



                 See Notes to Consolidated Financial Statements.

                                      - 3 -

<page>

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

<table>
<caption>

                                                                  2007           2006
                                                                  ----           ----

                                                               <c>            <c>
CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------
Adjustments to Reconcile Net Loss to Net Cash Used in
     Operating Activities:
              Operating Activities:
           Net Loss                                           $(1,229,114)   $  (712,754)
           Accretion of Interest on Convertible Debt              251,712             --
           Depreciation                                               472            472
           Amortization of Prepaid Financing Charges               14,542             --
           Amortization of Deferred Costs                         300,956        271,750
           Stock Issued for Consulting Services                        --         14,880
                                                              -----------    -----------
           Subtotal                                              (661,432)      (425,652)

      Changes in Assets and Liabilities
           (Increase) Decrease in Prepaid Expense and Other
               Current Assets                                       8,245          2,915
           (Decrease) Increase in Accounts Payable                 (5,328)         7,991
           Increase in Accrued Liabilities                         27,394        209,720
                                                              -----------    -----------
                Net Cash Used in Operating Activities            (631,121)      (205,026)
                                                              -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------
        Proceeds from Common Stock Subscribed                          --         40,000
      Proceeds from Issuance of Common Stock                      100,000        140,000
      Proceeds from Issuance of Convertible Debt                  925,000             --
                                                              -----------    -----------
                Net Cash Provided by Financing Activities       1,025,000        180,000
                                                              -----------    -----------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                  393,879        (25,026)
------------------------------------------------

CASH AND CASH EQUIVALENTS
-------------------------
      Beginning Balance                                           138,508        136,635
                                                              -----------    -----------
      Ending Balance                                          $   532,387    $   111,609
                                                              ===========    ===========

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING
-------------------------------------------
 ACTIVITIES:
 -----------
    Common Stock Issued for Future Services                   $    60,000    $   139,520
                                                              ===========    ===========
    Common Stock Issued for Anti-Diluting Rights              $     3,360    $     3,735
                                                              ===========    ===========
    Discount on Debt Due to Beneficial Conversion Option      $   925,000    $        --
                                                              ===========    ===========
    Warrants Issued for Prepaid Financing Charges             $    91,650    $        --
                                                              ===========    ===========
    Receivable for Stock Subscribed                           $        --    $    20,000
                                                              ===========    ===========
</table>

                 See Notes to Consolidated Financial Statements

                                      - 4 -

<page>

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

                                            Six Months Ended August 31, 2007
                                       ----------------------------------------

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

Basic/diluted loss per common share:

Net Loss                               $(1,229,114)    65,217,274   $    (0.019

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

      Total                            $(1,229,114)    65,217,274   $    (0.019)
                                       ===========    ===========   ===========

                                           Six Months Ended August 31, 2006
                                       ----------------------------------------

Basic/Diluted Loss Per Common Share:

Net Loss                               $  (712,754)    61,392,182   $    (0.012)

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

      Total                            $  (712,754)    61,392,182   $    (0.012)
                                       ===========    ===========   ===========

                                          Three Months Ended August 31, 2007
                                       ----------------------------------------

Basic/Diluted Loss Per Common Share:

Net Loss                               $  (750,822)    65,862,607   $    (0.011)

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

      Total                            $  (750,822)    65,862,607   $    (0.011)
                                       ===========    ===========   ===========

                                         Three Months Ended August 31, 2006
                                       ----------------------------------------

Basic/Diluted Loss Per Common Share:

Net Loss                               $  (323,488)    61,825,121   $    (0.005)

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

      Total                            $  (323,488)    61,825,121   $    (0.005)
                                       ===========    ===========   ===========

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

The consolidated  financial statements as of and for the six month periods ended
August 31, 2007 and 2006 are unaudited  and are presented  pursuant to the rules
and  regulations of the Securities and Exchange  Commission.  Certain  financial
information and footnote  disclosures  normally included in financial statements
prepared in accordance with generally accepted  accounting  principles have been
condensed  or omitted  pursuant  to such  rules and  regulations,  although  the
Company  believes  that the  accompanying  disclosures  are adequate to make the
information  presented  not  misleading.  In  the  opinion  of  management,  all
adjustments  (consisting of normal recurring accruals)  considered necessary for
fair  presentation  have been  included  and have been  prepared on a consistent
basis using the  accounting  policies  described  in the  Summary of  Accounting
Policies  included in the Annual Report on Form 10-KSB for the fiscal year ended
February 28, 2007. The interim operating results for the six months ended August
31, 2007 may not necessarily be indicative of the operating results expected for
the full year.


                                     - 6 -
<page>

3.  Significant Accounting Policies

                                Use of Estimates

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

                              Loss per Common Share

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

                     Accounting for Stock-Based Compensation

The  adoption  of SFAS No.  123R  effective  March 1, 2006,  using the  modified
prospective  method,  had no effect on the Company's results of operations since
there were no nonvested  options at March 1, 2006.  There were no employee stock
options issued during the fiscal six months ended August 31, 2007 and 2006.

                        Recent Accounting Pronouncements

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

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.

                                     - 7 -
<page>

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

4.  Deferred Costs

      Expected future amortization of all deferred costs is as follows:

         Six Months Ending        February 29, 2008        $ 243,671
         Year Ending              February 28, 2009          165,820
         Year Ending              February 28, 2010          100,547

5.  Convertible Debt

On January 10,  2007 the Company  commenced  a Private  Placement  Offering  for
$2,000,000 of 12% convertible  promissory  notes ("the Notes") in amounts of not
less than $25,000. The Notes shall be due and payable, together with accrued and
unpaid  interest  on the  earlier of April 15,  2008 or three  months  after the
completion of the initial public offering ("the IPO) of the shares of Bioscopix.
Holders  of the Notes may  convert  the notes into (i) cash in the amount of the
principal and accrued and unpaid  interest due and a warrant  exercisable  until
April 15, 2009 to purchase  shares of Bioscopix in an amount equal to 50% of the
principal  of the  Notes at an  exercise  price  of 120% of the five day  volume
weighted  average price  preceding the effective date of the IPO of Bioscopix or
(ii)  shares  of  Bioscopix  at a price  equal  to 50% of the IPO  price  of the
Bioscopix shares of common stock in an amount equal to the principal and accrued
and unpaid interest due on the Notes. In accordance with EITF 00-27 under option
(ii), the carrying value of the Notes was reduced by the intrinsic  value of the
beneficial  conversion  option resulting in a carrying value of $0. As of August
31, 2007 and  February  28,  2007,  $925,000  and $75,000 of the Notes have been
issued with related discount of $748,288 and $75,000. The Notes will be accreted
to their maturity  value over the term of the Notes.  Accretion of interest on a
convertible  debt amounted to $251,712 and $204,941 for the six months and three
months ended August 31, 2007.  Accrued  interest on convertible debt amounted to
$27,393.

6.  Related Party Transactions

Legal services rendered by Mr. Katevatis,  Chairman/CEO  amounted to $25,000 for
the six months  ended  August 31, 2007 and 2006.  These  amounts are recorded in
general and administrative expense.

As part of Mr. Katevatis' employment agreement,  the Company pays property taxes
and certain  operating  expenses on the home of Mr.  Katevatis  in lieu of rent,
since the Company's  operations  are located in Mr.  Katevatis'  home.  Expenses
recognized  were $12,650 and $9,721 for the six months ended August 31, 2007 and
2006, respectively.

7.  Accrued Liabilities

                                     - 8 -
<page>

Accrued liabilities consist of the following:

                                             August 31,   February 28,
                                             ----------   ------------
                                                2007         2007
                                                -----------------

            Legal and professional fees      $  186,381   $  227,381

            Consulting and university fees    1,532,851    1,438,415

            Salaries and wages                1,806,667    1,764,667

            Other                                33,393      101,435
                                             ----------   ----------

                       Total                 $3,559,292   $3,531,898
                                             ==========   ==========

Included in legal and  professional  fees as of August 31, 2007 and February 28,
2007 is $50,958 and $75,958  respectively,  for legal  services  rendered by Mr.
Katevatis (Note 6).

Included in Consulting  and  University  Fees as of August 31, 2007 and February
28, 2007 is $1,397,019  and  $1,394,818,  respectively,  owed to Dr.  Alfano,  a
principal  stockholder and former Chairman of the Company's  scientific advisory
board, with respect to his former consulting agreement.

Included in salaries  and wages as of August 31, 2007 and  February  28, 2007 is
$1,789,667 and $1,689,667  respectively,  owed to Mr.  Katevatis with respect to
his employment agreement.

Included in salaries  and wages as of August 31, 2007 and  February  28, 2007 is
$17,000 and $15,000, respectively,  owed to Mr. Benick, Chief Financial Officer,
with respect to his employment agreement.

8.  Stockholders' Deficit

                              Anti-Dilution Rights

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

Mr.  Katevatis was granted  anti-dilution  rights on certain shares  ("Katevatis
Shares"),   which  at  the  time   represented  17%  ("Katevatis   Anti-Dilution
Percentage")  of the then issued and  outstanding  shares of common stock of the
Company. The anti-dilution rights require the Company from time to time to issue
additional  shares of common  stock of the Company to Mr.  Katevatis so that the
Katevatis  Shares  represent 17% of the issued and outstanding  shares of common
stock of the  Company.  If Mr.  Katevatis  were to sell a portion  or all of the
Katevatis  Shares,  the  Katevatis  Anti-Dilution  Percentage  would be adjusted
proportionately. During the six-months ended August 31, 2007, the Company issued
272,000  shares of common stock of the Company to Mr.  Katevatis  in  connection
with the anti-dilution  rights. In connection with the issuance of these shares,
the  Company   capitalized   only  the   stock's   par  value  from   additional
paid-in-capital because of the Company's accumulated deficit.


Dr. Alfano was granted anti-dilution rights on certain shares ("Alfano Shares"),
which at the time represented 4% ("Alfano Anti-Dilution Percentage") of the then
issued and outstanding shares of common stock of the

                                     - 9 -
<page>

Company. The anti-dilution rights require the Company from time to time to issue
additional  shares  of common  stock of the  Company  to Dr.  Alfano so that the
Alfano Shares represent 4% of the issued and outstanding  shares of common stock
of the  Company.  If Dr.  Alfano  were to sell a  portion  or all of the  Alfano
Shares, the Alfano Anti-Dilution  Percentage would be adjusted  proportionately.
During the six-months ended August 31, 2007, the Company issued 64,000 shares of
common stock of the Company to Dr. Alfano in connection  with the  anti-dilution
rights. In connection with the issuance of these shares, the Company capitalized
only the  stock's  par value  from  additional  paid-in-capital  because  of the
Company's accumulated deficit.

                     Common Stock Issued for Future Services

During March 2006, the Company issued  500,000  restricted  shares of its common
stock with a value of $80,000 to a  consulting  company in exchange for services
to be rendered over a period of  approximately  three years. The transaction was
recognized  based on the fair value of the shares  issued.  These  services will
consist of  ongoing  consultation  in the  construction  of eight  CD-Ratiometer
units.  During the quarter ended August 31, 2007, the consulting  agreement with
Alfanix  was  cancelled.  The Company  has  requested  the return of the 500,000
shares of common  stock of  Mediscience.  Mediscience  is to return  the  10,000
shares of common  stock of Alfanix.  The shares are expected to be returned in a
subsequent  period and be cancelled.  All unamortized  costs associated with the
above transaction have been expensed in the quarter ended August 31, 2007.

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

                          Common Stock Issued for Cash

In  connection  with the  issuance of common  stock  during the six months ended
August 31, 2007, the Company issued  1,000,000  restricted  shares of its common
stock for cash proceeds of $100,000.

9.  Stock Options and Warrants

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

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

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


                                     - 10 -
<page>

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

Activity  related to stock warrants  during the six months ended August 31, 2007
is as follows:
                                             Shares          Exercise
                                             ------          --------
                                            Available       Price Range
                                            ---------       -----------
         Outstanding, February 28, 2007       6,599,332   $0.25 - $3.00
              Granted                         1,000,000   $        0.10
              Exercised                              --
              Forfeited                              --
                                          -------------   -------------
         Outstanding, August 31, 2007         7,599,332   $0.10 - $3.00
                                          =============   =============

In  conjunction  with  convertible  debt (note 5),  during the six months  ended
August 31, 2007, the Company issued 1,000,000 warrants to a company assisting in
raising  capital,  valued at $91,650,  which were recorded as prepaid  financing
charges and being amortized over the term of the convertible  debt. The warrants
expire on July 19,  2012.  All of the  warrants  were  valued at the fair market
value  at the  time  of  issuance.  The  fair  value  was  estimated  using  the
Black-Scholes model with the following assumptions:  no dividend yield, expected
volatility of 115.5%, and a risk-free interest rate based on the 5 year treasury
bill rate at the time of issuance.

10.  Income Taxes

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


                                     - 11 -
<page>

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

                 Six Months Ending August 31, 2007 Compared to
                 ---------------------------------------------
                        Six Months Ending August 31, 2006
                        ---------------------------------

Revenues
--------

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

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

General and administrative expenses increased approximately $28,000 or 5% during
the current  six month  period  ended  August 31, 2007 as compared to August 31,
2006.  The major  expense  components  were as  follows:  salaries  and wages of
approximately  $124,000  decreased $17,500 due to the departure of the Company's
CEO,  consulting  costs decreased  approximately  $94,000 due to the decrease in
deferred costs and the expiration of Dr. Alfano's  agreement.  All other general
and administrative  expenses totaling  approximately $243,000 increased $139,500
mainly due to $120,000 of fees for the bridge financing.

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

Product development expense increased  approximately $212,000 or 157% during the
current six month period  ended  August 31, 2007 when  compared to the prior six
month period ended August 31, 2006. The increase is due to the clinical research
being conducted at Infotonics in Rochester,  NY. Infotonics has been retained by
the Company to develop and commercialize medical diagnostic systems using tissue
autofluorescence to detect disease states.

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

We had a deficiency  in working  capital as of August 31, 2007 of  approximately
$3,215,000 compared to a deficiency of approximately  $3,404,000 at February 28,
2007 or a decrease in the deficiency of  approximately  $189,000 for the current
six month  period ended August 31,  2007.  The  decrease in the  deficiency  was
comprised of an increase of approximately $463,000 in current assets, consisting
of cash and  prepaid  expenses,  and an increase  of  approximately  $274,000 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  were  $1,025,000 for the six months ended
August 31, 2007, which was related to the proceeds from the private placement of
common stock and convertible  debt. 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


                                     - 12 -
<page>

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.

                                     - 14 -
<page>


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

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

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

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

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


                                     - 15 -
<page>

Critical Accounting Policies

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

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

      <     Determining accruals and contingencies;

      <     Valuing options and other equity instruments;

      <     Reviewing the realization/recoverability of deferred costs resulting
            from the  issuance  of common  stock to acquire  certain  consulting
            services to be rendered in future periods.

      <     Deferred tax valuation allowance.

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

Item 3.    Controls and Procedures

           (a) Evaluation of disclosure controls and procedures

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

           (b) Change in Internal Control over Financial Reporting

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

                                     - 16 -
<page>

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

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

           None

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

           None

Item 3.    Defaults Upon Senior Securities
           -------------------------------

           None

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

           None

Item 5.    Other Information
           -----------------

           None

Item 6.    Exhibits and Reports on Form 8-K
           --------------------------------

           (1)      Exhibits

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

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

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


                                     - 17 -
<page>

                                   SIGNATURES
                                   ----------


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




                                          MEDISCIENCE TECHNOLOGY CORP.
                                          (Registrant)


                                          /s/ Peter Katevatis


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



October 22, 2007



                                     - 18 -
<page>


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

EXBITIT NO.         DESCRIPTION
-----------         -----------


31.1                Certification  of the Chief  Executive  Officer  pursuant to
                    Section 302 of the Sarbanes-Oxley Act of 2002.
31.2                Certification  of the Chief  Financial  Officer  pursuant to
                    Section 302 of the Sarbanes-Oxley Act of 2002.
32                  Certification  of the Chief Executive  Officer and the Chief
                    Financial  Officer  pursuant to 18 U.S.C.  Section  1350, as
                    adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                    2002.



                                     - 19 -