FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                         For Quarter Ended May 31, 2001

                         Commission File Number 0-7405


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


            New Jersey                                     22-1937826
---------------------------------                  --------------------------
(State or other jurisdiction                          (I.R.S. Employer
on incorporation or organization)                   Identification Number)



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

(Registrant's telephone number, including area code)  609-428-7952
                                                      ------------

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, 2001.

     Title of Class                               Number of Shares Outstanding
     --------------                               ----------------------------
Common Stock, par value
$.01 per share                                               36,276,130
Preferred Stock, par value                                        2,074
$.01 per share



<PAGE>



                          MEDISCIENCE TECHNOLOGY CORP.
                                  MAY 31, 2001


                                      INDEX


                                                                      PAGE
                                                                      ----
PART I.   Financial Information
Item 1.   Financial Statements
          Balance Sheets as at May 31, 2001 (Unaudited)
          and February 28, 2001                                         1
          Statement of Operations for the Quarter ended
          May 31, 2001 (Unaudited) and May 31, 2000
          (Unaudited)                                                   2
          Statement of Cash Flows for the Period ended
          May 31, 2001 (Unaudited) and May 31, 2000
          (Unaudited)                                                   3
          Statement of Stockholders' Equity for the Period
          ended May 31, 2001 (Unaudited)                                4
          Exhibit to Statements of Operations                           5
          Notes to Financial Statements                                 6
Item 2.   Management's Plan of Operation                                7
PART II.  Other Information                                             9
Item 1.   Legal Proceedings                                             9
Item 2.   Changes in Securities                                         9
Item 3.   Defaults Upon Senior Securities                               9
Item 4.   Submission of Matters to Vote of Security
          Holders                                                       9
Item 5.   Other Information                                             9
Item 6.   Exhibits and Reports on Form 8-K                              9



<PAGE>

                          MEDISCIENCE TECHNOLOGY CORP.
                                 BALANCE SHEETS
<TABLE>
<CAPTION>

                                                       ASSETS
                                                       ------

                                                                         May 31, 2001              February 28,
                                                                         (Unaudited)                   2001
                                                                     --------------------      --------------------
<S>                                                                  <C>                       <C>
CURRENT ASSETS
--------------
      Cash and Cash Equivalents                                      $              1,334      $              7,120
      Other Assets                                                                      -                         -
                                                                     --------------------      --------------------
           Total Current Assets                                                     1,334                     7,120
                                                                     --------------------      --------------------
PROPERTY, PLANT AND EQUIPMENT
-----------------------------
      Net of Accumulated Depreciation $200,055
        May 31, 2001; $199,178 - February 28, 2001                                  3,922                     4,800
                                                                     --------------------      --------------------

TOTAL ASSETS                                                         $              5,256      $             11,920
------------
                                                                     ====================      ====================

                                       LIABILITIES AND STOCKHOLDERS' EQUITY
                                       ------------------------------------

                                                                     ====================      ====================
CURRENT LIABILITIES
      Accounts Payable                                               $             10,050      $             14,943
      Other Accrued Liabilities                                                 2,277,285                 2,127,028
      Officer and Other Loans                                                     166,784                   152,229
                                                                     --------------------      --------------------
           Total Current Liabilities                                            2,454,119                 2,294,200
                                                                     --------------------      --------------------
STOCKHOLDERS' EQUITY
      Preferred Stock - $.01 Par Value; Authorized
        50,000 Shrs; Outstanding 2,074 Shrs;
        (Preference on Liquidation $20,740)                                            21                        21
      Common Stock $.01 Par Value, Authorized
        39,950,000 Shares; Outstanding 36,276,130 Shares                          362,761                   362,761
      Additional Paid-in Capital                                               18,274,977                18,274,977
      Accumulated Deficit                                                     (21,086,622)              (20,920,039)
                                                                     --------------------      --------------------
           Total Stockholders' Equity (Deficiency)                             (2,448,863)               (2,282,280)
                                                                     --------------------      --------------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                             $              5,256      $             11,920
----------------------------------------                             ====================      ====================
</TABLE>

                                        1

<PAGE>



                          MEDISCIENCE TECHNOLOGY CORP.
                             STATEMENT OF OPERATIONS
                FOR THE THREE MONTHS ENDED MAY 31, 2001 AND 2000
                                   (UNAUDITED)



                                                       THREE MONTHS
                                                       ------------
                                                2001                    2000
                                                ----                    ----
Net Sales                                   $         --           $         --
Cost of Sales                                         --                     --
                                            ------------           ------------
      Gross Profit                                    --                     --
General and Administrative Expense               159,514                174,606
Product Development Expense                           --                     --
Advertising, Travel and Marketing                  7,136                 18,418
                                            ------------           ------------
      Total Expenses                             166,650                193,024
                                            ------------           ------------
Other Income                                          67                    224
                                            ------------           ------------
Net Loss                                    $   (166,583)          $   (192,800)
                                            ============           ============
Net Loss Per Common Share                   $      (0.01)          $      (0.01)
                                            ============           ============
Weighted Average Number of Shares
  of Common Stock Outstanding                 36,276,130             36,092,797
                                            ============           ============


                                        2

<PAGE>



                          MEDISCIENCE TECHNOLOGY CORP.
                             STATEMENT OF CASH FLOWS
                FOR THE THREE MONTHS ENDED MAY 31, 2001 AND 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                           2001                2000
                                                                           ----                ----
<S>                                                                     <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
      Net Loss                                                          $(166,583)          $(192,800)
      Adjustment for Item Not Requiring Cash Outlay
           Depreciation                                                       878                 947
                                                                        ---------           ---------
           Subtotal                                                      (165,705)           (191,853)
      Changes in Assets and Liabilities:
            Increase (Decrease) in Accounts Payable                        (4,893)             (2,334)
            Increase (Decrease) in Other Accrued Liabilities              150,257              91,194
            Increase (Decrease) In Officer and Other Loans                 14,555                 618
                                                                        ---------           ---------
                Net Cash Flows (Used for) Operating Activities             (5,786)           (102,375)
                                                                        ---------           ---------

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

CASH FLOWS FROM FINANCING ACTIVITIES

      Proceeds from Issuance of Common Stock                                   --             102,500
                                                                        ---------           ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                           (5,786)                125
                                                                                            ---------
CASH AND CASH EQUIVALENTS
                                                                                            ---------
      Beginning Balance                                                     7,120              17,066
                                                                        ---------           ---------
      Ending Balance                                                    $   1,334           $  17,191
                                                                        =========           =========
</TABLE>



                                                               3

<PAGE>

                          MEDISCIENCE TECHNOLOGY CORP.
                        STATEMENT OF STOCKHOLDERS' EQUITY
                     FOR THE THREE MONTHS ENDED MAY 31, 2001
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                        Preferred
                                          Stock                      Common Stock
                                        Number of      Preferred       Number of        Common       Additional Paid    Accumulated
                                          Shares         Stock          Shares           Stock          in Capital         Deficit
                                       ------------   ------------   ------------    ------------      ------------   -------------
<S>                                           <C>     <C>            <C>        <C>                    <C>            <C>
Balance February 28, 2001                     2,074   $         21     36,276,130    $    362,761      $ 18,274,977   $(20,920,039)
Net Loss for the Three Months Ended
      May 31, 2001                               --             --             --              --                --       (166,583)
                                       ------------   ------------   ------------    ------------      ------------   ------------
Balance May 31, 2001                          2,074   $         21   36,276,130 $         362,761      $ 18,274,977   $(21,086,622)
                                       ============   ============   ============    ============      ============   ============
</TABLE>

                                              4

<PAGE>

                       EXHIBIT TO STATEMENTS OF OPERATIONS
                  WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING




                        Common                                       Weighted
                        Stock                                        Average
                    $.01 Par Value       Common      Number of      Number of
                      Issued and         Stock         Shares         Shares
                     Outstanding      Equivalents   Outstanding    Outstanding
                    --------------   ------------   -----------    -----------
March 2001            36,276,130           -         36,276,130
April 2001            36,276,130           -         36,276,130
May 2001              36,276,130           -         36,276,130     36,276,130



                                        5

<PAGE>

                          MEDISCIENCE TECHNOLOGY CORP.
                          NOTES TO FINANCIAL STATEMENTS
                                  MAY 31, 2001
                                   (UNAUDITED)


NOTE 1     RESULTS OF OPERATIONS

           The financial statements, in the opinion of management, include all
           adjustments and accruals necessary for a fair presentation.

           The results of operations for each interim period are not necessarily
           indicative of results to be expected for the year due to the
           unpredictability of market factors, product development, competition
           and sales in general.

NOTE 2     OTHER ACCRUED LIABILITIES

           Other accrued liabilities consist of the following:


         Legal and Professional Fees             $       201,350
         Research and Development                      1,003,232
         Salaries and Wages                            1,025,083
         Other                                            47,620
                                                 ---------------
                    Total                        $     2,277,285
                                                 ===============


                                        6

<PAGE>




                         MANAGEMENT'S PLAN OF OPERATION
                         ------------------------------



The Company is engaged in the design and development of diagnostic medical
devices that detect cancer using light induced native tissue fluorescence
spectroscopy to distinguish between pre- malignant, malignant, and normal or
benign tissue. Both pre-clinical and clinical study results support the
Company's belief that its proprietary technology, when fully developed, will be
a useful and commercially viable adjunct to the physician for screening and
diagnosis of cancer.

While we believe that our diagnostic technology will be broadly useful in
multiple organ systems, each approved indication will require a separate, costly
and time-consuming pre-marketing approval (PMA). We plan to carefully select and
prioritize our targeted indications to maximize the return on development and
clinical investments. We regard our seminal U.S. "516" and other related patents
(such as 5, 131, 398) as pioneering, blocking and dominant in the area of cancer
diagnosis using fluorescence spectroscopy both in-vivo and in-vitro.

Until July, 1998, the Company provided annual funding grants to the
Mediphotonics Laboratory of the City University of New York in accordance with a
budget of activities and expenditures negotiated between the Company and the
University. The arrangement was renewable annually and could be terminated
without cause by either party upon 90 days prior written notice. The contract
with CUNY was extended by agreement at no cost until October 1, 1998. Because of
funding limitations, the Company was unable to renew its contract following
expiration of the October, 1998 extension. The Company plans to resume its
support of relevant programs when, and if, current fund raising efforts are
successful.

In April, 1999, the Company and the City University initiated a joint effort
with Sarnoff Corporation of Princeton NJ for the purpose of developing a
commercial imaging system based on the Company's technology, and on the
engineering background and expertise, and certain proprietary technology of
Sarnoff.

In November, 1999, Frank S. Castellana, M.D., Eng. Sc. D. joined its executive
team as President and Chief Executive Officer, effective February 1, 2000. The
Company announced that it was seeking investment partners to support the funding
of a joint effort between itself, Sarnoff Corporation, and the Mediphotonics
Laboratory of the City University of New York to develop and commercialize an
advanced, second generation version of its proprietary two-dimensional
fluorescence imaging system for early cancer detection. Effective June 1, 2001
with notice to the Board of Directors Dr. Castellana voluntarily terminated his
employment agreement and additionally waived all salary to that date. He felt
that he could not satisfy the Company's needs and choose to step aside. Dr.
Castellana now has a full time consulting business and the Company expects to
use his consulting services in the future.

Effective July 9th 2001 Peter Katevatis, Esq. Chairman CEO on behalf of the
Company entered into an employment relationship with Mr. Sidney Braginsky as the
new President and COO. Mr. Braginsky was formerly with OLYMPUS OPTICAL LTD for
27 years most recently as President CEO of OLYMPUS AMERICA, Inc., the Olympus US
subsidiary. OLYMPUS LTD. is a multi-national corporation headquartered in Tokyo
Japan and a world leader in microscopes, endoscopes, automatic blood and fluid
chemistry analyzers measuring research, industrial and consumer products. The
Company will seek investment and/or corporate partners to support the funding of
a joint effort between itself, Sarnoff Corporation, and the Mediphotonics
Laboratory of the City University of New York to develop and commercialize an
advanced, second generation version of its proprietary two-dimensional
fluorescence imaging system for early cancer detection. Mr. Braginsky is a
present board member of, NOVEN Pharmaceuticals, REDOX Pharmaceuticals,
ELECTRO-OPTICAL SYSTEMS, Inc., ESTEK CARDIOLOGY, Chairman of Double D Venture
Funds LLC and Chairman of the Board of City College of New York's Robert
Chambers Laboratory.

                                       7

<PAGE>



On June 14, 2001 Peter Katevatis, Esq. Chairman CEO entered into an agreement
with Drexel University, a Pennsylvania non-profit institution of higher
education wherein the parties agreed to explore a mutually satisfactory
arrangement or collaboration to develop uses for Mediscience's technology in the
field of fluorescence medical imaging. Drexel's successful efforts leading to
such funding would provide Drexel with compensation and/or equity interest from
Mediscience.

The principal issue currently 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.

Two important derivative issues relate to the Company's research and licensing
agreements with the City University of New York. The Company has an outstanding
financial obligation to the University for work conducted during the period
August 1997 through July 1998. In 1999, an agreement was reached to extend the
time for payment until June 30, 2000. In October 2000, the Company and the City
University entered into a second agreement, which further extended the time for
payment until October 31, 2001. The time period for negotiating a minimum
royalty agreement on certain patents, which have or will pass the five-year
period for commercialization, was also extended until October 31, 2001. While we
are actively working to negotiate additional time extensions there is no
guarantee that we will be successful, and if so, that any subsequent agreements
will be on terms favorable to the Company. In addition, according to the terms
of our research and licensing agreement with the University, the Company must
negotiate a minimum royalty Agreement within 5 years of the date of filing for
all licensed patents for which product commercialization has not yet occurred.
As of the date of this filing, nine patents for which the Company has an
exclusive license from the Research Foundation have passed the five-year
commercialization window. The Company has negotiated with the Research
Foundation and extended the period of exclusivity for this intellectual
property. If the Company is unsuccessful in future negotiations, it could lose
rights to several of its key patents. The Company holds and totally owns certain
patents independent of CUNY that are not so affected which are seminal to its
basic technology.

We believe that the Company is eligible to receive benefits under the State of
New Jersey Technology Business Tax Certificate Program (which allows emerging
technology and biotechnology businesses to sell their unused Net Operating Loss
(NOL) carryover to any corporate taxpayer in the state for at least 75% of the
tax benefits) through the sale of its New Jersey Net Operating Loss carryover.
On June 28, 2000, the Company submitted an application for benefits under this
program. This application was approved and the Company received $237,556 in net
proceeds from the sale. The Company has applied again as of June 25, 2001 and
continues in its belief that it is eligible for participation in this program.
It is our intention to use any proceeds derived to fully fund the payment of our
obligation to the City University and to support other relevant development
activity. The Company has entered into a three-year agreement on very favorable
terms (83.3%) with a New Jersey corporate taxpayer to purchase the NOL.

                                       8

<PAGE>



                           PART II - OTHER INFORMATION


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

             None

Item 2.   Changes in Securities
          ---------------------

             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
          --------------------------------

                None

                                       9
<PAGE>



                                   SIGNATURES



PURSUANT TO THE REQUIREMENTS OF THE SECURITIES AND EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.

                                     MEDISCIENCE TECHNOLOGY CORP.
                                            (REGISTRANT)







DATE: July 12, 2001                  By:
     ---------------------                /s/ Peter Katevatis
                                          ---------------------------
                                          PETER KATEVATIS
                                          Chairman/CEO


                                     By:  /s/ John M. Kennedy
                                          ---------------------------
                                          JOHN M. KENNEDY
                                          Treasurer
                                          Chief Accounting Officer