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, 2002 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) 856-428-7952
                                                     ------------

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 August 31, 2002.

     Title of Class                            Number of Shares Outstanding
     --------------                            ----------------------------
Common Stock, par value
$.01 per share                                       37,260,098



<PAGE>


                          MEDISCIENCE TECHNOLOGY CORP.
                                 AUGUST 31, 2002


                                                                      INDEX
                                                                       PAGE
                                                                       ----
PART I.     Financial Information
Item 1.     Consolidated Financial Statements
            Consolidated Balance Sheet as of August 31,
            2002 (Unaudited) and February 28, 2002
            (Audited)                                                    1
            Consolidated Statement of Operations for the Six
            and Three Months Ended August 31, 2002
            (Unaudited) and August 31, 2001 (Unaudited)                  2
            Consolidated Statement of Cash Flows for the Six
            Months Ended August 31, 2002 (Unaudited) and
            August 31, 2001 (Unaudited)                                  3
            Exhibit to Statement of Operations                           4
            Notes to Consolidated Financial Statements                 5 - 9
Item 2.     Management's Plan of Operation                            10 - 12
PART II.    Other Information                                         13 - 15
Item 1.     Legal Proceedings
Item 2.     Changes in Securities
Item 3.     Defaults Upon Senior Securities
Item 4.     Submission of Matters to Vote of Security Holders
Item 5.     Other Information
Item 6.     Exhibits and Reports on Form 8-K



<PAGE>

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


                                                    ASSETS
                                                    ------

                                                                                       August 31, 2002   February 28, 2002
                                                                                         (Unaudited)         (Audited)
                                                                                       --------------     --------------
<S>                                                                                    <C>                <C>
CURRENT ASSETS
--------------

         Cash and Cash Equivalents                                                     $        8,441     $      115,551
         Prepaid Expenses                                                                      29,167                 --
                                                                                       --------------     --------------
                  Total Current Assets                                                         37,608            115,551
                                                                                       --------------     --------------
PROPERTY, PLANT AND EQUIPMENT
         Net of Accumulated Depreciation of $203,332 -
           August 31, 2002; $202,689 - February 28, 2002                                          645              1,289
                                                                                       --------------     --------------

TOTAL ASSETS                                                                           $       38,253     $      232,391
------------
                                                                                       ==============     ==============
                                     LIABILITIES AND STOCKHOLDERS' DEFICIT
                                     -------------------------------------
                                                                                       ==============     ==============
CURRENT LIABILITIES
         Accounts Payable                                                              $        9,390     $       13,373
         Accrued Liabilities                                                                2,496,586          2,503,960
         Officer and Other Loans                                                              167,449             78,711
                                                                                       --------------     --------------
                  Total Current Liabilities                                                 2,673,425          2,596,044
                                                                                       --------------     --------------
STOCKHOLDERS' DEFICIT
         Common Stock $.01 Par Value, Authorized
           39,950,000 Shares; Issued and Outstanding
           37,260,098 Shares -August 31, 2002; 36,976,870
         Shares - February 28, 2002                                                           372,601            369,769
         Additional Paid-in Capital                                                        18,431,646         18,400,490
         Accumulated Deficit                                                              (21,439,419)       (21,249,463)
                                                                                       --------------     --------------
                  Total Stockholders' Deficit                                              (2,635,172)        (2,479,204)
                                                                                       --------------     --------------
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT                                              $       38,253     $      116,840
-----------------------------------------                                              ==============     ==============

</TABLE>


         "See Accompanying Notes to Consolidated Financial Statements."

                                        1

<PAGE>

<TABLE>
<CAPTION>


                                    MEDISCIENCE TECHNOLOGY CORP.
                                    ----------------------------
                                CONSOLIDATED STATEMENT OF OPERATIONS
                                ------------------------------------
                     FOR THE SIX AND THREE MONTHS ENDED AUGUST 31, 2002 AND 2001
                     -----------------------------------------------------------
                                             (UNAUDITED)
                                             -----------



                                                 SIX MONTHS                        THREE MONTHS
                                       ------------------------------      ------------------------------
                                           2002              2001              2002              2001
                                           ----              ----              ----              ----
<S>                                    <C>               <C>               <C>               <C>
Net Sales                              $         --      $         --      $         --      $         --
Cost of Sales                                    --                --                --                --
                                       ------------      ------------      ------------      ------------
         Gross Profit                            --                --                --                --
General and Administrative Expense          328,031           199,340           167,368            39,826
Product Development Expense                   8,108                --             8,108                --
Advertising, Travel and Marketing            18,712            34,005             7,399            26,869
                                       ------------      ------------      ------------      ------------
         Total Expenses                     354,851           233,345           182,875            66,695
                                       ------------      ------------      ------------      ------------
Other Income
 Interest Income                                444               125               149                58
 Gain on Restructuring of Payables          164,451                --           164,451                --
                                       ------------      ------------      ------------      ------------
         Total                              164,895               125           164,600                58
                                       ------------      ------------      ------------      ------------
Net Loss                               $   (189,956)     $   (233,220)     $    (18,275)    $     (66,637)
                                       ============      ============      ============     =============
Net Loss Per Common Share, Basic
  and Diluted                          $     (0.005)     $     (0.006)     $     (0.001)    $      (0.002)
                                       ============      ============      ============     =============
Weighted Average Number of Shares
  of Common Stock Outstanding            37,118,484        36,469,463        37,260,098        36,662,797
                                       ============      ============      ============     =============
</TABLE>


         "See Accompanying Notes to Consolidated Financial Statements."

                                        2

<PAGE>

<TABLE>
<CAPTION>

                                  MEDISCIENCE TECHNOLOGY CORP.
                              CONSOLIDATED STATEMENT OF CASH FLOWS
                        FOR THE SIX MONTHS ENDED AUGUST 31, 2002 AND 2001
                                           (UNAUDITED)



                                                                                 2002           2001
                                                                                 ----           ----
<S>                                                                           <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------
         Net Loss                                                             $(189,956)     $(233,220)
         Adjustment for Items Not Requiring (Providing) Cash
                  Depreciation                                                      644          1,756
                  Gain on Restructuring of Payables                            (164,451)        76,000
                                                                              ---------      ---------
                  Subtotal                                                     (353,763)      (155,464)
         Changes in Assets and Liabilities:
                  Increase in Prepaid Expenses                                  (29,167)            --
                  Decrease in Accounts Payable                                   (3,983)       (11,992)
                  Increase in Accrued Liabilities                               191,065        105,991
                                                                              ---------      ---------
                          Net Cash Flows (Used for) Operating Activities       (195,848)       (61,465)
                                                                              ---------      ---------

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

CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------

         Net Change in Officer and Other Loans                                   88,738         15,500
         Proceeds from Issuance of Common Stock                                      --         45,000
                                                                              ---------      ---------
                          Net Cash Flows Provided By Financing Activities        88,738         60,500
                                                                              ---------      ---------

DECREASE IN CASH                                                               (107,110)          (965)
                                                                              ---------      ---------
CASH
         Beginning Balance                                                      115,551          7,120
                                                                              ---------      ---------
         Ending Balance                                                       $   8,441      $   6,155
                                                                              =========      =========
</TABLE>


SUPPLEMENTAL SCHEDULE OF NON CASH FINANCIAL ACTIVITIES:
-------------------------------------------------------

In June 2002, the Company restructured $198,439 of accrued consulting fees for
283,228 shares of common stock of the Company at its fair value of $.12 per
share and granted options to purchase 600,000 shares of the common stock of the
Company with an exercise price of $1.00 per share.


         "See Accompanying Notes to Consolidated Financial Statements."

                                        3

<PAGE>

<TABLE>
<CAPTION>

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

                            Common                                                            Weighted
                             Stock                                                             Average
                        $.01 Par Value            Common                Number of             Number of
                          Issued and               Stock                 Shares                Shares
                          Outstanding           Equivalents           Outstanding            Outstanding
                        --------------          -----------           -----------           ------------
<S>                       <C>                        <C>              <C>                    <C>
March 2002                36,976,870                 -                36,976,870
April 2002                36,976,870                 -                36,976,870
May 2002                  36,976,870                 -                36,976,870
June 2002                 37,260,098                 -                37,260,098
July 2002                 37,260,098                 -                37,260,098
August 2002               37,260,098                 -                37,260,098             37,118,484

</TABLE>



         "See Accompanying Notes to Consolidated Financial Statements."

                                        4

<PAGE>


                   Notes to Consolidated Financial Statements
                                   (Unaudited)
                                   -----------



1. Management Plans and Going Concern Matters

Mediscience Technology Corp. (the "Company") expects to incur substantial
expenditures to further the development and commercialization of its products.
To achieve this, management will seek the sale of certain unused state net
operating losses (NOL) under the State of New Jersey technology business tax
certificate program; additional financing through private placements or other
financing alternatives, and might 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.

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 ability of the Company to continue as
a going concern and the appropriateness of using the going concern basis are
dependent upon, among other things, (i) the Company's ability to obtain capital
resources to fund operations (ii) the Company's ability to create and implement
a strategic business plan, and (iii) the Company's ability to generate
sufficient cash from operations to meet its obligations.

2. Nature of Operations and Basis of Presentation

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.

The consolidated financial statements include the accounts of the Company and
its subsidiaries. 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, 2002 and 2001 are unaudited and are presented pursuant to the rules
and regulations of the Securities and Exchange Commission. Accordingly, these
consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto contained in the Company's
2001 Annual Report on Form 10-K. In the opinion of management, the accompanying
consolidated financial statements reflect all adjustments (which are of a normal
recurring nature) necessary for a fair statement of the results for the interim
periods, but are not necessarily indicative of the results of operations for a
full fiscal year.


         "See Accompanying Notes to Consolidated Financial Statements."

                                        5

<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. We base our estimates on historical experience and
on various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgements about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from those estimates under different
assumptions or conditions.

         Recent Accounting Pronouncements

In April 2002, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 145, Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections.

SFAS No. 145 states, among other matters, that debt extinguishments are often
routine, recurring transactions and concluded that classifying the associated
gains and losses as extraordinary items in all cases is inconsistent with the
criteria in Accounting Principles Board Opinion No. 30. The Company has elected
early application of SFAS No. 145 and will report its gain on restructuring of
payables as part of continuing operations.

4. Restructuring of Payables

In June 2002, in connection with the Company's agreement with the Research
Foundation of the City University of New York ("RFCUNY"), the Company issued
283,228 shares of common stock at its fair value of $.12 per share at the date
of transfer to RFCUNY to settle a $70,807 payable, resulting in a gain on
restructuring of payables of $36,820.

Also included in this agreement, the Company granted options to RFCUNY to
purchase 600,000 shares of the Company's common stock at an option price of
$1.00 per share to settle a $127,631 payable, which resulted in a gain on
restructuring of payables of $127,631.

As a result of these transactions, the total gain on restructuring of payables
was $164,451, and the basic and diluted earnings per share was $.004. On June
20, 2002, the Company entered into a $120,045 promissory note with the Olive Cox
Sleeper Trust (the "Trust"). Terms of the note call for interest at 12% per
annum. The principal amount outstanding on the note plus all accrued interest is
due and payable on February 20, 2003. There is a conversion feature on the note
that allows the trust to convert the principal and accrued interest on the note
on February 20, 2003 to common stock of the Company at the rate of one share for
each $.12 of principal and accrued interest at date of conversion.


         "See Accompanying Notes to Consolidated Financial Statements."

                                        6

<PAGE>

5. Officer and Other Loans

In fiscal 2000, the Company entered into two interest-bearing convertible notes.
Both notes bear interest at the rate of 8.25% per annum and are convertible into
common stock on the basis of $.25 per share. The conversion option is unlimited
in duration. Both notes are demand instruments and the holder can demand and
receive payment in full including interest. The principal balance of the notes
amounted to, $30,000 at August 31, 2002 and February 28, 2002. Accrued interest
on the notes at August 31, 2002 and February 28, 2002 totaled $6,913 and $5,676,
respectively.

In 2002 and 2001, Mr. Katevatis advanced funds to the Company in order to
provide the Company with the funding to pay operational expenses as they became
due. These advances do not accrue interest. As of August 31, 2002 and February
28, 2002, the balance of the officer loans payable to Mr. Katevatis was, $17,404
and $48,711 respectively.

6. Related Party Transactions

Legal services rendered by Mr. Katevatis, Chairman/CEO amounted to $25,000 for
the six months ended August 31, 2002 and August 31, 2001. 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 $4,588 and $4,266 in 2002 and 2001, respectively.

7. Accrued Liabilities

Accrued liabilities consist of the following:

<TABLE>
<CAPTION>
                                             August 31, 2002           February 28, 2002
                                            -----------------          -----------------
<S>                                         <C>                        <C>
Legal and professional fees                 $         286,000          $        256,418
Consulting and university fees                        922,582                 1,125,731
Salaries and wages                                  1,237,000                 1,081,000
Other                                                  51,004                    40,811
                                            -----------------          ----------------
                                            $       2,496,586          $      2,503,960
                                            =================          ================
</TABLE>


Included in legal and professional fees as of August 31, 2002 and February 28,
2002 is $212,500 and $187,500, respectively, for legal services rendered by Mr.
Katevatis (Note 6).

Included in Consulting and University Fees as of August 31, 2002 and February
28, 2002 is $878,984 and $797,318, respectively, owed to Dr. Alfano (Note 8)
with respect to his consulting agreement.

Included in salaries and wages as of August 31, 2002 and February 28, 2002 is
$1,106,333 and $1,006,333, respectively, owed to Mr. Katevatis and $130,667 and
$74,667, respectively, owed to Mr.

         "See Accompanying Notes to Consolidated Financial Statements."

                                        7

<PAGE>

Braginsky in accordance with their respective employment agreements.


8. Commitments and Contingencies

Dr. Robert R. Alfano

In April 1992, the Company entered into a five year consulting agreement (the
"Agreement") with Dr. Robert R. Alfano, a principal stockholder of the Company
and Chairman of its Scientific Advisory Board. Pursuant to the terms of such
Agreement, Dr. Alfano is to be paid a consulting fee of not less than $150,000
per annum in exchange for services to be rendered for approximately fifty (50)
days per annum in connection with the Company's medical photonics business. The
Agreement further provides that Dr. Alfano is to be paid a bonus and fringe
benefits in accordance with policies and formulas provided to key executives of
the Company. In August 1999, the contract was extended to March 2007. All other
provisions of the Agreement remained the same.

In connection with the acquisition of patent rights to its cancer detection
technology, the Company assumed an obligation to pay to Dr. Alfano's daughter a
royalty of one percent of the gross sales derived from any equipment made,
leased or sold which utilizes the concepts described in the Company's cancer
detection patent. No amounts have been paid during the six month periods ended
August 31, 2002 and 2001.

Other Royalties

In addition to the above royalty, the Company has obtained worldwide licensing
rights for patents from Yale University and has agreed to pay royalties based on
net sales of all products generated from the patents and fifty percent of any
income received from sublicensing of the patents. The Company has not recorded
any revenues since the inception of this agreement and therefore has not
recorded or paid any royalties during the six month periods ended August 31,
2002 and 2001.

RESEARCH FOUNDATION OF THE CITY UNIVERSITY OF NEW YORK

The Company and the Research Foundation of the City University of New York
("RFCUNY") entered into a Research Agreement in June 1992, which has been
amended from time to time. The agreement called for the Company to commercialize
certain technology owned by "RFCUNY" and granted an exclusive, worldwide license
to the technology. In respect to the licensing, the Company is liable to pay
royalties based on net sales of products and any income received from
sublicensing. The Company has not recorded or paid any royalties during the six
months period ended August 31, 2002 and 2001. As of February 28, 2002, the
Company owed "RFCUNY" $283,404, which is included in accrued consulting and
university fees.

Employment Agreements

Mr. Peter Katevatis, the Chief Executive Officer and a stockholder of the
Company, has an employment agreement. The agreement states that Mr. Katevatis is
to be paid $200,000 per year.

         "See Accompanying Notes to Consolidated Financial Statements."

                                        8

<PAGE>



The agreement also provides for a bonus and fringe benefits in accordance with
policies and formulas mutually agreed upon by Mr. Katevatis and the Board of
Directors. The contract expires March 5, 2007.

On November 17, 1999, the Company entered into a three-year employment agreement
beginning February 1, 2000 with Dr. Frank S. Castellana. Pursuant to the terms
of such agreement, Dr. Castellana became the President and Chief Executive
Officer of the Company and was to be paid $100,000 per annum. On June 1, 2001,
Dr. Castellana voluntarily terminated employment as President and Chief
Executive Officer of the Company and verbally waived all salary accruing to him
as of that date.

On July 9, 2001, the Company entered into a three-year employment agreement with
Sidney Braginsky. Pursuant to the terms of the agreement, Mr. Braginsky became
the President and Chief Operating Officer of the Company and is to be paid
$100,000 per annum.

Stock Option Commitments

The Board of Directors has approved a 1999 Incentive Stock Option Plan (the
"Plan"). The aggregate number of shares that may be issued under the options
shall not exceed 3 million. The Plan is subject to shareholder approval that the
Company expects to obtain at some future date and therefore any awards granted
under the Plan will not be deemed granted until such approval is obtained from
the shareholders.

In connection with their employment agreements, the Company has granted stock
options under the Plan to Dr. Castellana and Mr. Braginsky. Such stock options
are exercisable upon the attainment of certain milestones as defined in each of
their employment agreements.


Dr. Castellana was granted options to purchase up to 914,373 shares of the
Company's common stock at an option price of $.32 per share, which is subject to
a series of milestones as described in his employment contract. As of June 1,
2001 Dr. Castellana resigned from the Company and forfeited the stock options.

Mr. Braginsky was 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
150,000 shares and at an option price of $1.00 per share for the remaining
1,850,000 shares. Mr. Braginsky's ability to exercise these options is subject
to a series of milestones described in his employment agreement. In the event
shareholders approve the Plan and these options become exercisable, the Company
would record the estimated fair value of the award in accordance with the
expense recognition method as described in APB 25.

On June 10, 2002, in connection with the Company's agreement with the RFCUNY,
the Company granted options to purchase 600,000 shares of the Company's common
stock at an option price of $1.00 per share. The options can be exercised within
a five year period ending June 2007.




         "See Accompanying Notes to Consolidated Financial Statements."

                                        9

<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 and molecular physiological changes in tissue/organs.

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. Effective June 10, 2002 the Company
executed a new agreement with "The Institute for Ultrafast Spectroscopy and
Lasers Center for Ultrafast Photonics and Mediphotonics Laboratory of City
University of New York". The agreement with a term of July 1, 2002 to June 30,
2003, provides continual technical and research assistance to the Company in
support of existing and anticipated clinical trials in the United States and
India.

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. This effort requires significant funding which Mediscience and CUNY
have been seeking without success to date.

Effective July 9th 2001 Peter Katevatis, Esq. Chairman CEO on behalf of the
Company entered into a three year 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


         "See Accompanying Notes to Consolidated Financial Statements."

                                       10

<PAGE>



CARDIOLOGY, Chairman of Double D Venture Funds LLC and Chairman of the Board of
City College of New York's Robert Chambers Laboratory.

Pursuant to the terms of such agreement, Mr. Braginsky is to be paid $100,000
per annum. In addition, on the date of this Agreement, the Company will grant to
Mr. Braginsky an incentive stock option / Warrant pursuant to the 1999 Plan (the
"Option") to purchase a total of 2,000,000 shares of the Company common stock.
(i) 1,850,000 shares of the Company Common Stock at option price of $.1.00 per
share, and (ii) 150,000 shares at $.25 per share. Sidney Braginsky's ability to
exercise these options and remaining shares under the warrant is subject to a
series of milestones described in his employment agreement. The Company may have
to recognize compensation expense in the future on these options and warrants
calculated as the difference between the option and warrant prices and the fair
market value of the Company's common stock on the date the milestones are
achieved. This option shall be effected as to any adjustment in the event of
first round funding, stock splits, reverse stock splits, warrants, etc.,
excepting however contract rights, agreements, anti-dilution rights, etc.
(reflected in corporate SEC filings) in Peter Katevatis and Dr. Robert Alfano
founders.

The five critical milestones (each, a "Critical Milestone") described in the
Business Plan for Sidney Braginsky to accomplish with appropriate funding to the
Company are:

         (ix)     preclinical toxicity studies within 9 months of the initial
                  funding contemplated by the Business Plan (the "Initial
                  Funding Date"),

         (x)      device development and preclinical validation within 15 months
                  of the Initial Funding Date,

         (xi)     phase I clinical trials within 24 months of the Initial
                  Funding Date,

         (xii)    phase 111 clinical trials and PMA submission to the FDA within
                  34-1/2months of the Initial Funding Date and

         (xiii)   PMA approval within 36 months of the Initial Funding Date.

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
the Company. This contract matter was in negotiations with outside counsel
acting for Drexel, however Drexel advises that none of its professionals are
able to file appropriate grant applications in pursuit of the funding
contemplated by the agreement of June 14, 2001. Registrant continues to maintain
general discussions with Drexel's representative.

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.



         "See Accompanying Notes to Consolidated Financial Statements."

                                       11

<PAGE>


Previously two important derivative issues related to the Company's research and
licensing agreements with the City University of New York. The Company had 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. 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 had negotiated with the Research Foundation and extended the period of
exclusivity for this intellectual property. The Company holds and totally owns
certain patents independent of CUNY that are not so affected which are seminal
to its basic technology. Effective June 10, 2002 the Company executed a new
contract with the Research Foundation City University of New York (RFCUNY),
unanimously approved by the Board of Directors May 30, 2002 that supercedes all
prior agreements with RFCUNY, erases all the Company debt to RFCUNY and reduces
the Company royalty rate from 5% of 3.25% as to all patent/patent applications
of a Medical nature in exchange for the following consideration to RFCUNY: 1.
                                                                           -----
Registrant's cash payment of $85,045.00, 2. Registrant's issuance to RFCUNY of
--------------------------------------------------------------------------------
283,228 SEC 144 shares. 3. Registrant's issuing a five (5) year option to RFCUNY
--------------------------------------------------------------------------------
providing RFCUNY the right to purchase six hundred thousand (600,000) SEC 144
-----------------------------------------------------------------------------
shares at one dollar ($1.00) per share. The agreement protects Registrant by
---------------------------------------
affirming Registrant's ownership and/or exclusive license of all MEDICAL
APPLICATIONS embodied in Registrants patent list attached to the contract.
Registrant contractually can at any time cancel the five (5) year option to
RFCUNY during the 5 years with a non-interest bearing cash payment and avoid the
issuance of the 600,000 shares.

The cash payment of $85,045 for the above transaction was financed as part of a
$120,045 promissory note dated June 20, 2002 between the Company and the Olive
Cox Sleeper Trust (the "Trust"). Terms of the note call for interest of 12% per
annum. The principal amount outstanding on the note plus all accrued interest is
due and payable on February 20, 2003. There is a conversion feature on the note
that allows the Trust to convert the principal and accrued interest on the note
on February 20, 2003 to common stock of the Company at the rate of one share for
each $.12 of principal and accrued interest at date of conversion.

The Company will continue its contracted research programs with the Research
Foundation of the City of New York and Director Dr. Robert Alfano.

The Company has entered into a three-year agreement on very favorable terms
(83.3%) with a New Jersey corporate taxpayer, Public Service Electric and Gas
Co. of New Jersey to purchase the NOL. The Company applied again as of June 25,
2001 (second of three year Agreement). On September 27, 2001 Peter Katevatis,
Esq. successfully re-negotiated this percentage increasing it from 83.3% to
87.0%. On November 16, 2001 the New Jersey Economic Development Authority
advised that our (2nd) application for State fiscal year 2002 (July 1, 2001 to
June 30, 2002) was approved with authority to transfer $278,008 from present
total tax benefits of $513,070 based on our total State audited NOL as of 2001
of $5,700,779. In January 2002, the Company received $241,867 as a result of its
agreement with PS&G for the sale of the Company's State NOL benefits. On August
                                                                      ---------
20, 2002, the New Jersey
------------------------

         "See Accompanying Notes to Consolidated Financial Statements."

                                       12

<PAGE>



Economic Development Authority advised that our (3rd) application for State
fiscal year 2003 (July 1,2002 to June 30, 2003) was approved. Registrant is
waiting for State notice as to the dollar benefit allocated.

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 generally accepted
accounting principles, and, as such, include amounts based on informed estimates
and judgements of management. For example, the Company uses estimates in
determining accruals and contingencies and valuing options and other equity
instruments. Actual results could differ from those estimates.

The Company used what it believes are reasonable assumptions where applicable,
established valuation techniques in making its estimates.









                                       13

<PAGE>



                           PART II - OTHER INFORMATION



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

           None

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

           See Item No. 6

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

           On or about June 12, 2002 the Company filed a Form 8-K, which
           was subsequently amended with a Form 8-KA filed on or about
           June 30, 2002.

     A.    Effective June 10, 2002 and unanimously approved by the Board of
           Directors May 30, 2002 Registrant executed a new contract with the
           Research Foundation City University of New York (RFCUNY), that
           supercedes all prior agreements with RFCUNY, erases all the Company
           debt to RFCUNY and reduces the Company royalty rate from 5% to 3.25%
           as to all patent/patent applications of Medical nature in exchange
           for the following consideration to RFCUNY: 1. Registrant's cash
                                                      ------------------------
           payment of $85,045.00, 2. Registrant's issuance to RFCUNY of 283,228
           --------------------------------------------------------------------
           SEC 144 shares. 3. Registrant's issuing a five (5) year option to
           -----------------------------------------------------------------
           RFCUNY providing RFCUNY the right to purchase six hundred thousand
           ------------------------------------------------------------------
           (600,000) SEC 144 shares at one dollar ($1.00) per share. The
           ---------------------------------------------------------
           agreement protects Registrant by affirming Registrant's ownership
           and/or exclusive license of all MEDICAL APPLICATIONS embodied in
           Registrants patent list attached to the contract as exhibit A. RFCUNY
           has a prior warrant to purchase five hundred thousand (500,0000
           shares of Mediscience common Rule 144 shares at one dollar ($1.00)
           per share expiring December 31, 2003. Total options presently in
                                                 --------------------------
           RFCUNY for Mediscience common SEC 144 shares is One Million One
           ---------------------------------------------------------------
           Hundred Thousand (1,100,000).
           -----------------------------


                                       14

<PAGE>





     B.   Effective June 10, 2002 and unanimously approved by the Board of
          Directors May 30, 2002 Registrant executed and fully funded a new
          agreement with "The Institute for Ultrafast Spectroscopy and Lasers
          Center for Ultrafast Photonics and Mediphotonics Laboratory of City
          University of New York". Term: July 1, 2002 to June 30, 2003. The
          agreement provides continual technical and research assistance to
          Registrant in support of existing and anticipated clinical trials in
          the United States and India.

          The cash payment of $120,045 for the two above transactions was
          financed by a promissory note dated June 20, 2002 between the Company
          and the Olive Cox Sleeper Trust ("the Trust"). Terms of the note was
          interest at 12% per annum. The principal amount outstanding on the
          note plus all accrued interest is due and payable on February 20,
          2003.

          The note has a conversion feature that allows the "Trust" to convert
          the principal and accrued interest on the note on February 20, 2003 to
          Common Stock of the Company at the rate of one share for each $0.12 of
          principal and accrued interest at date of conversion.


                                       15

<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:                              By:  /s/ Peter Katevatis
------------------------------          -------------------
                                        PETER KATEVATIS
                                        Chairman/CEO




                                       16

<PAGE>


          CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly Report of Mediscience Technology Corp. (the
"Company") on Form 10- Q for the period ending August 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Peter
Katevatis, Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:


1.       I have reviewed this quarterly report on Form 10-Q of Mediscience
         Technology Corp.;

2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report; and

3.       Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report.


/s/ Peter Katevatis
-------------------------------------
Peter Katevatis
Chairman and Chief Executive Officer
(Chief Accounting Officer)


                                        17