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 November 30, 2005               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 November 30, 2005.

    Title of Class                                  Number of Shares Outstanding
    --------------                                  ----------------------------
Common Stock, par value
$.01 per share                                               59,003,343

<PAGE>

                          MEDISCIENCE TECHNOLOGY CORP.
                                NOVEMBER 30, 2005

                                      INDEX

                                                                            PAGE
                                                                            ----
PART I.       Financial Information
Item 1.       Financial Statements
              Consolidated Balance Sheet as of November 30, 2005
              (Unaudited) and February 28, 2005 (Audited)                    1

              Consolidated Statement of Operations for the Nine
              and Three Months Ended November 30, 2005
              (Unaudited) and November 30, 2004 (Unaudited)                  2

              Consolidated Statement of Changes in Stockholders'
              Deficit for the Nine Months Ended November 30, 2005
              (Unaudited)                                                    3

              Consolidated Statement of Cash Flows for the Nine
              Months Ended November 30, 2005 (Unaudited) and
              November 30, 2004 (Unaudited)                                  4

              Exhibit to Consolidated Statement of Operations                5

              Notes to Financial Statements                                 6-12

Item 2.       Management's Discussion and Analysis and Plan of
              Operation                                                    13-17

Item 3.       Controls and Procedures                                      18-19

PART II.      Other Information                                            20-21
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                                                     22

              Exhibit Index                                                  23

              Exhibit                                                      24-26


<PAGE>
<TABLE>
<CAPTION>

                          MEDISCIENCE TECHNOLOGY CORP.
                           CONSOLIDATED BALANCE SHEET

                                     ASSETS

                                                                        November 30,    February 28,
                                                                           2005             2005
                                                                        (Unaudited)      (Audited)
                                                                        ------------    ------------
<S>                                                                     <C>             <C>
CURRENT ASSETS
--------------
      Cash and Cash Equivalents                                         $    240,602    $    934,212
      Other Receivables                                                          167              --
      Prepaid Expenses                                                           946           3,848
                                                                        ------------    ------------
           Total Current Assets                                              241,715         938,060

PROPERTY, PLANT AND EQUIPMENT
-----------------------------
      Net of accumulated depreciation $205,066 -
         November 30, 2005; $204,616 - February 28, 2005                       2,257             637

OTHER ASSETS - Security Deposit                                                1,800           1,800
------------
             - Deferred Costs                                              1,258,931       1,453,834
                                                                        ------------    ------------
TOTAL ASSETS                                                            $  1,504,703    $  2,394,331
------------                                                            ============    ============

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

CURRENT LIABILITIES
-------------------
      Current Portion of Officer and Other Loans                        $         --    $     31,542
      Accounts Payable                                                        28,560          93,504
      Accrued Liabilities                                                  2,961,098       2,992,911
                                                                        ------------    ------------
           Total Current Liabilities                                       2,989,658       3,117,957
                                                                        ------------    ------------
STOCKHOLDERS' DEFICIT
      Convertible Preferred Stock, $.01 Par Value, 50,000 Shares
         Authorized; Issued and Outstanding -0- Shares - November 30,
         2005; -0- Shares - February 28, 2005                                     --              --
      Common Stock $.01 Par Value, Authorized 199,950,000
         Shares; Issued and Outstanding Shares - 59,003,343 Shares
         November 30, 2005; 56,124,210 Shares - February 28, 2005            590,034         561,243
      Additional Paid-in Capital                                          24,380,798      23,217,702
      Common Stock Subscribed                                                     --         250,000
      Accumulated Deficit                                                (26,455,787)    (24,752,571)
                                                                        ------------    ------------
           Total Stockholders' Deficit                                    (1,484,955)       (723,626)
                                                                        ------------    ------------
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT                               $  1,504,703    $  2,394,331
-----------------------------------------                                ============    ============
</TABLE>

                 See Notes to Consolidated Financial Statements.

                                        1

<PAGE>

                          MEDISCIENCE TECHNOLOGY CORP.
                      CONSOLIDATED STATEMENT OF OPERATIONS
         FOR THE NINE AND THREE MONTHS ENDED NOVEMBER 30, 2005 AND 2004
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                             NINE MONTHS                    THREE MONTHS
                                             -----------                    ------------
                                         2005            2004            2005            2004
                                         ----            ----            ----            ----
<S>                                  <C>             <C>             <C>             <C>
Net Sales                            $         --    $         --    $         --    $         --
Cost of Sales                                  --              --              --              --
                                     ------------    ------------    ------------    ------------
      Gross Profit                             --              --              --              --
General and Administrative Expense      1,276,516       1,310,111         377,788         497,803
Product Development Expense               384,933         306,122         171,623          90,537
Debt Conversion Inducement Expense             --          58,555              --              --
Advertising, Travel and Marketing          52,669          72,245          17,826          35,023
                                     ------------    ------------    ------------    ------------
      Total Expenses                    1,714,118       1,747,033         567,237         623,363
                                     ------------    ------------    ------------    ------------
Other Income                               10,902           2,802           2,795             302
                                     ------------    ------------    ------------    ------------
Net Loss                             $ (1,703,216)   $ (1,744,231)   $   (564,442)   $   (623,061)
                                     ============    ============    ============    ============
Basic and Diluted Loss Per Common
   Share                                   (0.029)         (0.034)         (0.010)         (0.012)
                                     ============    ============    ============    ============
Weighted Average Common Shares
   Outstanding                         58,658,019      51,677,488      58,850,684      52,539,980
                                     ============    ============    ============    ============
</TABLE>

                 See Notes to Consolidated Financial Statements.

                                        2

<PAGE>

                  MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES
           CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
                   FOR THE NINE MONTHS ENDED NOVEMBER 30, 2005
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                     Preferred Stock               Common Stock          Additional      Common      Accumulated
                                     ---------------               ------------          ----------      ------      -----------
                                   Shares        Amount         Shares        Amount      Paid-In         Stock        Deficit
                                   ------        ------         ------        ------      -------         -----        -------
                                                                                          Capital       Subscribed
                                                                                          -------       ----------
<S>                              <C>           <C>             <C>         <C>           <C>            <C>           <C>
BALANCE, FEBRUARY 28, 2005                --  $         --    56,124,210  $    561,243  $ 23,217,702   $    250,000  $(24,752,571)
  Issuance of Stock for Future
    Consulting Services                                          911,000         9,110       535,930
  Issuance of Stock for
    Consulting Services                                           23,400           234         4,446
  Issuance of Stock -
    Anti-dilution Rights                                         619,899         6,199        (6,199)
  Issuance of Stock -
    Debt Conversion                                               74,834           748        16,419
  Issuance of Stock for Cash                                     750,000         7,500       367,500
  Issuance of Stock -
    Previously Subscribed                                        500,000         5,000       245,000                     (250,000)
  Net Loss                                                                                                             (1,703,216)
                                ------------  ------------  ------------  ------------  ------------   ------------  ------------
BALANCE, NOVEMBER 30, 2005                --  $         --    59,003,343  $    590,034  $ 24,380,798   $         --  $(26,455,787)
                                ============  ============  ============  ============  ============   ============  ============
</TABLE>

                 See Notes to Consolidated Financial Statements.

                                        3

<PAGE>

                          MEDISCIENCE TECHNOLOGY CORP.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
              FOR THE NINE MONTHS ENDED NOVEMBER 30, 2005 AND 2004
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                  2005           2004
                                                                  ----           ----
<S>                                                           <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------
      Net Loss                                                $(1,703,216)   $(1,744,231)
      Adjustments to Reconcile Net Loss to Net Cash Used in
         Operating Activities:
           Depreciation                                               450            191
           Amortization of Deferred Costs                         739,943        471,079
           Debt Conversion Inducement Expense                          --         58,555
           Issuance of Common Stock for Services                    4,680         32,778
                                                              -----------    -----------
           Subtotal                                              (958,143)    (1,181,628)
      Changes in Assets and Liabilities:
           (Increase) in Other Receivables                           (167)            --
           Decrease in Prepaid Expenses                             2,902          2,450
           (Decrease) Increase in Accounts Payable                (64,944)        62,938
           (Decrease) Increase in Accrued Liabilities             (14,646)      (227,253)
                                                              -----------    -----------
                Net Cash Used in Operating Activities          (1,034,998)    (1,343,493)
                                                              -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES
------------------------------------
      Acquisition of Equipment                                     (2,070)            --
                                                              -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------
      Proceeds From Issuance of Debt                                   --        280,000
      Proceeds From Issuance of Common Stock                      375,000             --
      Decrease in Officer Loans                                   (31,542)            --
                                                              -----------    -----------
                Net Cash Provided by Financing Activities         343,458        280,000
                                                              -----------    -----------
DECREASE IN CASH AND CASH EQUIVALENTS                            (693,610)    (1,063,493)
-------------------------------------
CASH AND CASH EQUIVALENTS
-------------------------
      Beginning Balance                                           934,212      1,406,371
                                                              -----------    -----------
      Ending Balance                                          $   240,602    $   342,878
                                                              ===========    ===========

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING
-------------------------------------------
   ACTIVITIES:
   -----------
      Common Stock Issued for Future Services                 $   545,040    $ 2,182,350
                                                              ===========    ===========
      Common Stock Issued - Anti - Diluting Rights            $     6,199    $    30,834
                                                              ===========    ===========
      Common Stock Issued - Previously Subscribed             $   250,000    $        --
                                                              ===========    ===========
      Common Stock Issued - Cancellation of Debt              $    17,167    $   244,070
                                                              ===========    ===========
</TABLE>

                 See Notes to Consolidated Financial Statements.

                                        4

<PAGE>

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


                                         Nine Months Ended November 30, 2005
                                       -----------------------------------------
                                                        Weighted
                                           Net       Average Shares  Per Share
                                           Loss       Outstanding      Amount
                                           ----       -----------      ------
Basic/diluted loss per common share:
Net Loss                               $(1,703,216)    58,658,019   $    (0.029)
Effect of dilutive securities                   --             --            --
                                       -----------    -----------   -----------
Total                                  $(1,703,216)    58,658,019   $    (0.029)
                                       ===========    ===========   ===========

                                         Nine Months Ended November 30, 2004
                                       -----------------------------------------
                                                        Weighted
                                           Net       Average Shares  Per Share
                                           Loss       Outstanding      Amount
                                           ----       -----------      ------
Basic/diluted loss per common share:
Net Loss                               $(1,744,231)    51,677,488   $    (0.034)
Effect of dilutive securities                   --             --            --
                                       -----------    -----------   -----------
Total                                  $(1,744,231)    51,677,488   $    (0.034)
                                       ===========    ===========   ===========

                                          Three Months Ended November 30, 2005
                                       -----------------------------------------
Basic/diluted loss per common share:
Net Loss                               $  (564,442)    58,850,684   $    (0.010)
Effect of dilutive securities                   --             --
                                       -----------    -----------   -----------
Total                                  $  (564,442)    58,850,684   $    (0.010)
                                       ===========    ===========   ===========

                                          Nine Months Ended November 30, 2004
                                       -----------------------------------------
Basic/diluted loss per common share:
Net Loss                               $  (623,061)    52,539,980   $    (0.012)
Effect of dilutive securities                   --             --
                                       -----------    -----------   -----------
Total                                  $  (623,061)    52,539,980   $    (0.012)
                                       ===========    ===========   ===========

                 See Notes to Consolidated Financial Statements.

                                        5

<PAGE>

                   Notes to Consolidated Financial Statements
                                   (Unaudited)

1.    Management Plans and Going Concern Matters

Mediscience  Technology Corp. and Subsidiaries  (the "Company") has no revenues,
incurred  significant losses from operations,  has an accumulated  deficit and a
highly  leveraged  position  that raises  substantial  doubt about the Company's
ability to continue as a going concern. The consolidated financial statements do
not include any adjustments  relating to  recoverability  and  classification of
recorded  asset amounts or the amount and  classification  of  liabilities  that
might be necessary  should the Company be unable to continue as a going concern.
The Company expects to incur substantial expenditures to further the development
and  commercialization  of its products.  The Company intends to seek additional
financing through private  placements or other financing  alternatives,  and may
also seek to sell the Company or its technology.  There can be no assurance that
continued financings will be available to the Company or that, if available, the
amounts will be sufficient or that the terms will be acceptable to the Company.

2.    Nature of Operations and Basis of Presentation

The Company operates in one business  segment and is principally  engaged in the
design and development of medical  diagnostic  instruments that detect cancer in
vivo in humans by using light to excite the  molecules  contained  in tissue and
measuring  the  differences  in  the  resulting  natural   fluorescence  between
cancerous and normal tissue.

The  consolidated  financial  statements  include the  accounts  of  Mediscience
Technology  Corp.  ("Mediscience")  and  its  wholly-owned  subsidiaries,  Laser
Diagnostics  Instruments,  Inc. ("LASER"),  Photonics for Women's Oncology,  LLC
("PHOTONICS"),  Proscreen, LLC ("PROSCREEN") and Medi-Photonics Development, LLC
("MEDI").  MEDI is the only active  subsidiary of the Company.  All  significant
intercompany balances and transactions have been eliminated in consolidation.

The consolidated financial statements as of and for the nine month periods ended
November 30, 2005 and 2004 are unaudited and are presented pursuant to the rules
and  regulations of the Securities and Exchange  Commission.  Certain  financial
information and footnote  disclosures  normally included in financial statements
prepared in accordance with generally accepted  accounting  principles have been
condensed  or omitted  pursuant  to such  rules and  regulations,  although  the
Company  believes  that the  accompanying  disclosures  are adequate to make the
information  presented  not  misleading.  In  the  opinion  of  management,  all
adjustments  (consisting of normal recurring accruals)  considered necessary for
fair presentation have been included.

3.    Significant Accounting Policies

      Use of Estimates

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

                                        6

<PAGE>

      Loss per Common Share

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

      Accounting for Stock-Based Compensation

The Company  accounts for  stock-based  compensation in accordance with SFAS No.
123 "Accounting for Stock-Based  Compensation"  which for employee stock options
permits  the use of  intrinsic  value  method  described  in APB opinion No. 25,
Accounting for  Stock-Issued to Employees,  and requires the Company to disclose
the pro forma affects for accounting for stock-based compensation using the fair
value method as described in the optional  accounting  requirements  of SFAS No.
123. As  permitted  by SFAS No. 123,  the Company  will  continue to account for
stock-based  compensation  under APB Opinion No. 25, under which the Company has
recognized no compensation expense for employee granted options.

Had compensation  cost for the Company's stock option plan been determined based
on the fair value of the Company's common stock at the dates of awards under the
fair value method of SFAS No. 123, the Company's  2005 net loss and net loss per
common share would have been increased to the pro forma amounts indicated below.
In 2005, the fair value amounts were estimated using the  Black-Scholes  options
pricing  model with the  following  assumptions:  no  dividend  yield,  expected
volatility of 60%,  risk-free  interest  rate of 5% and expected  option life of
five years. During the quarter ended November 30, 2005, an option was granted to
purchase 300,000 shares at $1.00 per share. There were no employee stock options
issued during 2004.

<TABLE>
<CAPTION>
                                                   Nine Months Ended              Three Months Ended
                                                      November 30,                   November 30,
                                             ----------------------------    ----------------------------
                                                  2005            2004           2005           2004
                                                  ----            ----           ----           ----
<S>                                          <C>             <C>             <C>             <C>
Net loss, as reported                        $ (1,703,216)   $ (1,744,231)   $   (564,442)   $   (623,061)
Deduct: Total stock-based employee
    compensation expense determined
    under fair value based method for
    all awards, net of related tax effects         12,000              --          12,000              --
                                             ------------    ------------    ------------    ------------
Pro forma net loss                           $ (1,715,216)   $ (1,744,231)   $   (576,442)   $   (623,061)
                                             ============    ============    ============    ============
Basic and Diluted Loss per share:
    As reported                              $     (0.029)   $     (0.034)   $     (0.010)   $     (0.012)
                                             ============    ============    ============    ============
    Pro forma                                $     (0.029)   $     (0.034)   $     (0.010)   $     (0.012)
                                             ============    ============    ============    ============
</TABLE>

      Recent Accounting Pronouncements

In December 2004, the Financial  Accounting Standards Board ("FASB") issued SFAS
No. 123(R),  "Share- Based  Payment,"  which  requires  companies to measure and
recognize compensation expense for all stock- based payments at fair value. SFAS
123(R) is  effective at the  beginning of their next fiscal year after  December
15,  2005 for a small  business  issuer and,  thus,  will be  effective  for the
Company  beginning  with the  first  quarter  of fiscal  2007.  The  Company  is
currently  evaluating  the impact of adopting SFAS 123(R) but does not expect to
have a material impact on its results of operations or its financial condition.

                                        7

<PAGE>

4.    Deferred Costs

During the six months ended August 31, 2005,  the Company  issued  811,000 fully
vested restricted shares of its common stock at a value between $.55 to $.68 per
share (the closing price of the Company's  common stock on the date of issuance)
amounting to $525,040 to three consulting  groups in exchange for services to be
rendered,  over a period of 6 - 12 months, for matters such as public relations,
marketing opportunities, product development and research and corporate funding.
In November 2005, the Company issued 100,000 fully vested  restricted  shares of
its  common  stock  at a value  of $.20  per  share  (the  closing  price of the
Company's  common  stock on the date of  issuance)  amounting  to  $20,000  to a
consulting firm in exchange for public relations  services to be rendered over a
two year period.  These costs have been  capitalized and will be recognized on a
straight-line   basis  over  the  life  of  the   agreements.   Expected  future
amortization of all deferred costs is as follows:


    Three Months Ending                 February 28, 2006       $   221,965
        Year Ending                     February 28, 2007           400,612
        Year Ending                     February 29, 2008           384,987
        Year Ending                     February 28, 2009           150,820
        Year Ending                     February 28, 2010           100,547

5.    Other Loans

In fiscal 2000, the Company entered into two interest-bearing  convertible notes
with the Olive Cox Sleeper Trust (the "Trust") totaling $30,000. 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.  On June 20,  2002,  the Company  entered  into an
additional  $120,045  promissory  note with the Trust with  interest  at 12% per
annum.  The note was  amended on June 13,  2003 to extend the  maturity  date to
March 31, 2004 from  February 20, 2003.  The  principal  amount of the note plus
accrued  interest is due and payable on the maturity date. There is a conversion
feature that allows the Trust to convert the principal  and accrued  interest on
the note on March 31,  2004 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  made an  inducement  offer  to the  Trust  to  convert  all of its then
outstanding  notes. On March 8, 2004 the Trust accepted the offer to convert the
principal  amount of $150,045  plus  related  interest  of $35,470 to  1,460,000
common shares.  In connection with the inducement offer and related  conversion,
the Company  recognized an expense of $58,555 during the nine-month period ended
November 30, 2004.

In November 2004, the Company entered into a $200,000  promissory note agreement
with the Trust.  The agreement  provides for interest at 11% and a maturity date
of November 18, 2006.  Accrued  interest is due and payable on January 15, 2005,
January  15,  2006 and the  maturity  date.  After  the  maturity  date,  unpaid
principal and accrued  interest on the promissory  note bear interest at 15%. In
November and December 2004, the Company  entered into promissory note agreements
totaling $150,000 with two individuals.  The agreement  provides for interest at
5% and a maturity date of November 18, 2006. Accrued interest is due and payable
on January 15, 2005,  January 15, 2006 and the maturity date. After the maturity
date, unpaid principal and accrued interest on the promissory note bear interest
at 7%. In  January  2005,  the Trust and two  individuals  converted  a total of
$350,000 of promissory  notes into 700,000 shares of the Company's common stock.
In March  2005,  related  accrued  interest of $3,667 was  converted  into 7,334
shares of the Company's common stock.

                                        8

<PAGE>

6.    Related Party Transactions

From time to time, Mr. Katevatis, Chairman/CEO, advances funds to the Company to
provide funding to pay  operational  expenses as they become due. These advances
do not accrue  interest.  At November 30, 2005 and  February  28, 2005,  officer
loans payable to Mr. Katevatis were, $-0- and $31,542 respectively.

Legal services rendered by Mr. Katevatis amounted to $37,500 for the nine months
ended  November  30, 2005 and 2004.  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 $18,540 and $12,961 for the nine months ended November 30, 2005
and 2004, respectively.

The Company  entered  into an  agreement  with THM Group,  LLC ("THM") to be the
exclusive  advisor to explore  options  for the  Company  to  commercialize  its
technology.  Mr. Engelhart was the President and Chief Executive  Officer of THM
from 2000 to 2003.  The agreement was terminated on April 12, 2004. On April 23,
2003, Mr.  Engelhart was elected  President and Chief  Operating  Officer of the
Company and shortly  thereafter  entered into an employment  agreement  with the
Company (Note 8). Expense  reimbursements of $17,408 and $24,800 were accrued or
paid to Mr.  Engelhart  for the nine months  ended  November  30, 2005 and 2004,
respectively,  with respect to his role as President and Chief Operating Officer
of the Company.

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

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

7.    Accrued Liabilities

Accrued liabilities consist of the following:

                                                November 30,        February 28,
                                                    2005               2005
                                                    ----               ----

Legal and professional fees                     $    178,382       $    257,924
Consulting and university fees                     1,235,915          1,220,415
Salaries and wages                                 1,453,667          1,412,333
Other                                                 93,134            102,239
                                                ------------       ------------
           Total                                $  2,961,098       $  2,992,911
                                                ============       ============


Included in legal and professional fees as of November 30, 2005 and February 28,
2005 is $43,458 and $57,500,  respectively,  for legal services  rendered by Mr.
Katevatis (Note 6).

                                        9

<PAGE>

Included in Consulting and University  Fees as of November 30, 2005 and February
28, 2005 is $1,192,318  and  $1,170,818,  respectively,  owed to Dr. Alfano with
respect to his consulting agreement.

Included in salaries  and wages as of November 30, 2005 and February 28, 2005 is
$1,439,667 and $1,406,333,  respectively,  owed to Mr. Katevatis with respect to
his employment agreement.

Included in salaries  and wages as of November 30, 2005 and February 28, 2005 is
$12,500 and $2,500,  respectively,  owed to Mr.  Engelhart  with  respect to his
employment agreement.

Included  in salaries  and wages as of  November  30, 2005 is $1,500 owed to Mr.
Benick 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  nine-months  ended  November 30, 2005, the Company
issued  501,823  shares of  common  stock of the  Company  to Mr.  Katevatis  in
connection with the  anti-dilution  rights. As of November 30, 2005, the Company
is obligated to issue an additional  1,246 shares to Mr. Katevatis in connection
with the anti-dilution  rights. In connection with the issuance of these shares,
the  Company   capitalized   only  the   stock's   par  value  from   additional
paid-in-capital because of the Company's accumulated deficit.


Dr. Alfano was granted anti-dilution rights on certain shares ("Alfano Shares"),
which at the time represented 4% ("Alfano Anti-Dilution Percentage") of the then
issued and outstanding shares of common stock of the Company.  The anti-dilution
rights  require  the  Company  from time to time to issue  additional  shares of
common stock of the Company to Dr. Alfano so that the Alfano Shares represent 4%
of the issued and  outstanding  shares of common  stock of the  Company.  If Dr.
Alfano  were  to  sell  a  portion  or  all of the  Alfano  Shares,  the  Alfano
Anti-Dilution   Percentage  would  be  adjusted   proportionately.   During  the
nine-months ended November 30, 2005, the Company issued 118,076 shares of common
stock of the Company to Dr. Alfano in connection with the anti-dilution  rights.
As of November 30, 2005,  the Company is  obligated to issue an  additional  293
shares 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.

                                       10

<PAGE>

      Debt Conversion

In March,  2005,  related  accrued  interest of $3,667 was converted  into 7,334
shares of the Company's common stock.

In November 2005, accrued professional fees totaling $13,500 were converted into
67,500 shares of the Company's  common stock.  The  transaction  was  recognized
based on the fair market value of the shares  issued (the  closing  price of the
Company's common stock on the date of issuance).

      Preferred Stock Conversion

On March 8, 2004,  the Company  converted 60 shares of its preferred  stock into
6,000,000  shares of its  common  stock,  under the terms of a  preferred  stock
private placement offering dated February 1, 2004.

Under the  terms of the  offering,  the  Company  agreed to file a  registration
statement  covering  resale  of the  converted  common  shares,  which it did on
December 20, 2004.

      Common Stock Issued for Services

During November 2005, the Company issued 23,400  restricted shares of its common
stock  with a value of $4,680  to a  consultant  in  exchange  for  professional
services.  The transaction was recognized  based on the fair market value of the
shares issued (the closing  price of the  Company's  common stock on the date of
issuance).

      Common Stock Issued for Future Services

During March 2005, the Company issued  711,000  restricted  shares of its common
stock with a value of $470,040 to two consulting groups in exchange for services
to be rendered over a period of 12 months.  The transaction was recognized based
on the fair value of the shares issued. (Note 4).

During April 2005, the Company issued  100,000  restricted  shares of its common
stock with a value of $55,000 to a consulting  group in exchange for services to
be rendered over a period of 6 months.  The transaction was recognized  based on
the fair market value of the shares issued (Note 4).

During November 2005, the Company issued 100,000 restricted shares of its common
stock with a value of $20,000 to a consulting  group in exchange for services to
be rendered over a two year period.  The transaction was recognized based on the
fair market  value of the shares  issued  (the  closing  price of the  Company's
common stock on the date of issuance). (Note 4).

      Common Stock Issued for Cash

In connection with its private  placement  offering during the nine months ended
November 30, 2005, the Company issued  750,000  restricted  shares of its common
stock for cash proceeds of $375,000.  In addition,  the Company  issued  500,000
restricted  shares of its common stock that had been previously  subscribed.  In
connection with the above  issuances,  the Company granted  warrants to purchase
1,250,000  shares of common  stock at $1.00 per share.  The  warrants  expire in
August 2007.

                                       11

<PAGE>

      Other

In June 2005,  600,000  shares were issued in error to a  consultant  for future
services  along with 126,000  shares issued as per the  Company's  anti-dilution
agreement.  The  recipients  acknowledge  the  error and are in the  process  of
returning  the shares to the  Company.  Outstanding  shares as  reported  in the
financial  statements  do not  reflect  these  shares,  which had been issued in
error.


9.    Stock Options and Warrants

      Stock Options

Activity related to stock options during the nine months ended November 30, 2005
is as follows:


                                                     Exercise       Weighted
                                                      Price          Average
                                       Shares         Range       Exercise Price
                                       ------         -----       --------------
Outstanding, February 28, 2005         2,400,000  $ .25 - $ 2.00   $   1.04
      Granted                            300,000          $1.00
      Exercised                           -
      Forfeited                           -
                                      ---------
Outstanding, November 30, 2005         2,700,000  $ .25 - $ 2.00   $   1.04
                                      =========


      Stock Warrants

Activity  related to stock  warrants  during the nine months ended  November 30,
2005 is as follows:


                                                                  Exercise
                                                 Shares            Price
                                                 ------            -----
                                                Available          Range
                                                ---------          -----
Outstanding, February 28, 2005                  3,500,000      $ .25 - $ 3.00
      Granted                                   1,250,000      $         1.00
      Exercised                                     -
      Forfeited                                     -
                                                ---------
Outstanding, November 30, 2005                  4,750,000      $ .25 - $ 3.00
                                                =========

In connection with its private  placement  offering during the nine months ended
November 30, 2005, the Company granted warrants to purchase  1,250,000 shares of
common stock at $1.00 per share. The warrants expire in August 2007.


                                       12

<PAGE>

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

                Nine Months Ending November 30, 2005 Compared to
                ------------------------------------------------
                      Nine Months Ending November 30, 2004
                      ------------------------------------

Revenues

We had no revenues during our nine months ending November 30, 2005 ("2006 fiscal
year) and  November  30, 2004 ("2005  fiscal  year).  Our primary  focus was our
continued development of our light-based technology.

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

General and  administrative  expenses  decreased  approximately  $34,000 or 2.5%
during the current nine month period ended  November 30, 2005 as compared to our
prior nine month period ended  November 30, 2004.  This  decrease is net of both
increases and decreases in key general and  administrative  expense  categories.
Included in the increase in general and  administrative  expenses is an increase
in consulting costs approximating  $150,000 during the current nine month period
when  compared to the prior nine month  period.  The above  increase  was partly
comprised of  approximately  $601,000 of deferred costs amortized as an expense,
as compared to approximately  $436,000 of deferred costs amortized as an expense
in the prior nine month  period,  resulting  in an  increase  of  $165,000.  The
overall  increase  in  consulting  costs was offset by a decrease  of $14,000 in
other  consulting  costs  expended,  all associated  with corporate  management,
investor relations,  marketing opportunities,  product development and corporate
funding.   With  the   exception  of   consulting   costs,   other  general  and
administrative costs increased approximately $2,000 with little variance between
line items during the current nine month period when  compared to the prior year
earlier period.  Included in the decrease in general and administrative expenses
is a decrease in  professional  fees  approximating  $143,000 during the current
nine month  period when  compared to the prior nine month  period.  In the prior
period,  the Company had incurred  additional  professional  fee costs as it was
preparing for a Securities and Exchange  Commission filing. Also included in the
decrease in general and administrative expenses is a decrease in salaries, wages
and fringe benefits approximating $44,000,  during the current nine month period
when compared to the prior nine month period.  In the prior period,  the Company
had employed a salaried consultant on a temporary basis for a six month period.

Debt Conversion Inducement Expense
----------------------------------

The Company  made an  inducement  offer to a creditor to convert all of its then
outstanding notes. In March 2004, the creditor accepted the offer to convert the
principal  amount of  $150,045  plus  related  accrued  interest  of  $35,470 to
1,460,000  common shares.  In connection  with the inducement  offer and related
conversion, the Company recognized a non-cash expense of $58,555 during the nine
months ended  November  30,  2004.  No debt  conversion  inducement  expense was
recognized during the nine months ended November 30, 2005.

Advertising, Travel and Marketing
---------------------------------

Advertising,  travel and marketing decreased approximately $19,600 or 27% in the
current nine month period when compared to the prior nine month  period.  In the
prior  nine  month  period,   the  Company  was  very  active  in  pursuing  the
establishment of  co-promotional  arrangements for the marketing,  distribution,
and  commercial  exploitation  of cancer  detection  technology,  along with the
promotional activities of raising capital to support these objectives.

                                       13

<PAGE>

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

Research and development expense increased  approximately  $79,000 or 26% during
the current nine month period ended November 30, 2005 when compared to the prior
nine month period ended  November 30, 2004.  This  increase was comprised of the
net  increase  and  decrease in several key  research  and  development  expense
categories.  A principal  reason for an increase in research and  development is
that  approximately  $113,000 of deferred  costs were amortized as an expense in
the current nine month period when compared to approximately $13,000 of deferred
costs amortized as an expense in the prior nine month period,  or an increase of
$100,000  in  amortized  deferred  costs.  The Company  through  its  subsidiary
Medi-Photonics  entered into a collaborative  research and development agreement
with Infotonics  Technology  Center Inc., a consortium of founding  participants
such as Corning Inc.,  Eastman Kodak Company and Xerox  Corporation.  Infotonics
and the Company will  collaborate  with one another in the conduct of a research
program involving the development of commercially viable,  miniature devices for
the Company  that will make use of  ultraviolet  light to diagnose the health of
living  tissue,   remotely  monitoring  the  health/status  of  various  medical
environments,  e.g. the detection of various types of cancer and the  monitoring
of body  functions.  The period of research  under this agreement will terminate
upon  completion  of the  research,  currently  estimated  to be five years.  As
consideration  for  Infotonics to carry out the research,  the Company issued to
Infotonics  1,000,000 shares of its common stock,  having a fair market value of
$754,100.  Also included as an increase in research and  development  expense is
approximately $133,000 in outside consulting and patent related costs during the
current nine month period when compared to the year earlier period.

The principal reason for the decline in research costs was a decrease in funding
to the Research Foundation City University of New York,  approximating  $154,000
in the  current  nine month  period  when  compared to the prior year nine month
period.   In  the  prior  year  the  Company   committed  to  research   funding
approximating  $300,000  through  Medi-Photonics,  the  Company's  wholly  owned
subsidiary  to the  Research  Foundation  City  University  of New York  under a
one-year  project  agreement for research and development in the area of optical
biopsy for the development of a commercially viable CD-Ratiometer and adjunctive
technology.

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

We had a deficiency in working capital as of November 30, 2005 of  approximately
$2,748,000 compared to a deficiency of approximately  $2,180,000 at February 28,
2005 or an increase in the deficiency of approximately  $568,000 for the current
nine month period ended  November 30, 2005.  The increase in the  deficiency was
comprised of a decrease of  approximately  $696,000 in current assets  primarily
composed of cash, as compared to a decrease of approximately $128,000 in current
liabilities  which was primarily  composed of accrued  liabilities  and accounts
payable. The deficiency in working capital is primarily  represented by accruals
for  professional  fees,  consulting,  salaries  and  wages  and  other  general
obligations.

Cash flows from financing activities was a net increase  approximating  $343,000
for the nine months ended November 30, 2005,  which is primarily  related to the
proceeds from an ongoing  private  placement of common stock.  The proceeds from
the private  placement  will be primarily  used for the clinical  development of
certain prototypes, regulatory, medical and scientific affairs, market research,
and working capital.  During the nine months ended November 30, 2005 the Company
refunded  approximately $31,500 to an officer, who advanced it to the Company in
a prior period.

                                       14

<PAGE>

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

Off-Balance Sheet Arrangements
------------------------------

We have no off-balance sheet  arrangements that have or are reasonably likely to
have a  current  or  future  effect on the  small  business  issuer's  financial
condition,  changes in financial  condition,  revenues or  expenses,  results of
operations,  liquidity,  capital  expenditures  or  capital  resources  that  is
material to investors.

                                       15

<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 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.  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  Mediphotonics  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  said 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) to be delivered in 12-18 months
on an estimated R&D investment of $3 - 5M.

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 05, 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.

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.

                                       16

<PAGE>

Critical Accounting Policies

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

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

      o    Determining accruals and contingencies;
      o    Valuing options and other equity instruments;
      o    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.
      o    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.

                                       17

<PAGE>

Item 3.    Controls and Procedures
           -----------------------

           Evaluation of disclosure controls and procedures

           Our chief executive  officer and our chief financial  officer,  after
           evaluating the  effectiveness of the Company's  "disclosure  controls
           and  procedures"  (as defined in  Exchange  Act Rules  13a-15(e)  and
           15d-15(e))  as of the end of the period  covered by this  report (the
           "Evaluation  Date"),  have concluded that as of the Evaluation  Date,
           our  disclosure   controls  and  procedures  were  not  adequate  and
           ineffective  to ensure that material  information  relating to us and
           our  consolidated  subsidiaries  would be made  known to us by others
           within those entities.

           Internal controls over financial reporting

           Management  has  identified  certain  material  weaknesses  and other
           deficiencies in our internal control.  The Public Company  Accounting
           Oversight  Board,  Standard  No. 2 states a material  weakness  is "a
           significant deficiency, or a combination of significant deficiencies,
           that  results  in  more  than a  remote  likelihood  that a  material
           misstatement of the annual or interim  financial  statements will not
           be prevented of detected."

           Management has identified  the following  material  weaknesses in the
Company's internal controls:

                1. The Company does not have sufficient resources and therefore:
                      a.   is heavily dependent on external legal counsel and an
                           accounting  consultant  for financial  accounting and
                           reporting functions and,
                      b.   lacks   proper   segregation    of   duties  over the
                           authorization and approval of transactions.
                2.    Insufficient  analysis,  documentation  and  review of the
                      selection and application of generally accepted accounting
                      principles  of   significant   non-routine   transactions,
                      including   the   preparation   of   financial   statement
                      disclosures relating thereto.
                3.    The  Company  does not have  sufficient  internal  control
                      policies and procedures  over reviewing  formal vendor and
                      other agreements.
                4.    The Company does not have a formal  budgeting  process and
                      does not prepare written BOD and committee meeting minutes
                      on a timely basis.
                5.    The Company has informal policies and procedures.

           In connection with the material control  weaknesses  discussed above,
           we have or expect to take the following actions:

                1.    The Company has and will continue to consult with external
                      legal counsel prior to execution of material contracts and
                      filings with the Securities and Exchange Commission.

                                       18

<PAGE>

                2.    The Company has hired a Chief Financial Officer to improve
                      its  analysis,  documentation  and review of the selection
                      and   application   of   generally   accepted   accounting
                      principles  to   significant   non-routine   transactions,
                      including   the   preparation   of   financing   statement
                      disclosures  relating  thereto.  In addition,  the Company
                      intends to  remediate  all of the above  material  control
                      weaknesses itemized above.

           There were no  significant  changes in our  internal  controls  or in
           other   factors  that  could   significantly   affect  the  Company's
           disclosure controls and procedures,  nor any significant deficiencies
           or material  weaknesses in such  disclosure  controls and  procedures
           requiring   corrective   actions  other  than  the  material  control
           weaknesses discussed above.

           A control system, no matter how  well-designed  and operated,  cannot
           provide absolute assurance that the objectives of the control systems
           are met, and no evaluation of internal  controls can provide absolute
           assurance  that all control  issues and  instances of fraud,  if any,
           within a company have been detected.

                                       19

<PAGE>

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


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

           None

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

           In November 2005,  accrued  professional  fees totaling  $13,500 were
           converted in 67,500 restricted shares of the Company's common stock.

           In November 2005, the Company issued 23,400 restricted shares of it's
           common stock with a value of $4,680 to a  consultant  in exchange for
           professional services.

           In November 2005, the Company  issued  100,000  restricted  shares of
           it's common  stock with a value of $20,000 to a  consulting  group in
           exchange for services to be rendered over a two year period.

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

           (A)        Exhibits

           10.1       On  September  6,  2005,   Mediscience  Technology  Corp.,
                      announced  that it had  engaged  the  services of a United
                      States investment banking firm as its exclusive  placement
                      agent for a proposed  private  placement on a best efforts
                      basis of between $6 million and $10  million.  The private
                      placement  is  expected  to  commence  during  the  fourth
                      calendar quarter of 2005.

           10.2       On  November  8,  2005,   Mediscience   Technology  Corp.,
                      announced  that it had  entered  into an  agreement  dated
                      November 8, 2005 between Mediscience  Technology Corp. and
                      Frank D.  Benick,  CPA,  engaging  him as Chief  Financial
                      Officer (CFO) of Registrant effective November 15, 2005.

                                       20

<PAGE>

           10.3       On  November  28,  2005,   Mediscience  Technology  Corp.,
                      announced the admission of three new board members: Sidney
                      Braginsky, Dr. Anil Rastogi and Joseph Franchetti.

           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


                                       21

<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



January 19, 2006

                                       22

<PAGE>

                                  EXHIBIT INDEX


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


           10.1       On  September  6,  2005,   Mediscience  Technology  Corp.,
                      announced  that it had  engaged  the  services of a United
                      States investment banking firm as its exclusive  placement
                      agent for a proposed  private  placement on a best efforts
                      basis of between $6 million and $10  million.  The private
                      placement  is  expected  to  commence  during  the  fourth
                      calendar quarter of 2005.

           10.2       On  November  8,  2005,   Mediscience   Technology  Corp.,
                      announced  that it had  entered  into an  agreement  dated
                      November 8, 2005 between Mediscience  Technology Corp. and
                      Frank D.  Benick,  CPA,  engaging  him as Chief  Financial
                      Officer (CFO) of Registrant effective November 15, 2005.

           10.3       On  November  28,  2005,   Mediscience  Technology  Corp.,
                      announced the admission of three new board members: Sidney
                      Braginsky, Dr. Anil Rastogi and Joseph Franchetti.

           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.


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