FORM 10-Q SB

                       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, 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 November 30, 2002.

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




<PAGE>



                          MEDISCIENCE TECHNOLOGY CORP.
                          ----------------------------
                                NOVEMBER 30, 2002
                                -----------------


                                      INDEX
                                      -----


                                                                       PAGE
PART I.      Financial Information
Item 1.      Consolidated Financial Statements
             Consolidated Balance Sheet as of November 30,
             2002 (Unaudited) and February 28, 2002
             (Audited)                                                  1
             Consolidated Statement of Operations for the
             Nine and Three Months Ended November 30,
             2002 (Unaudited) and November 30, 2001
             (Unaudited)                                                2
             Consolidated Statement of Cash Flows for the
             Nine  Months Ended November 30, 2002
             (Unaudited) and November 30, 2001 (Unaudited)              3
             Exhibit to Statement of Operations                         4
             Notes to Consolidated Financial Statements               5 - 9
Item 2.      Management's Plan of Operation                          10 - 13
PART II.     Other Information                                       14 - 18
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>



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

                                                                            November 30,            February 28,
                                                                                2002                    2002
                                                                            (Unaudited)              (Audited)
                                                                         -----------------       ------------------
CURRENT ASSETS
--------------
<S>                                                                      <C>                     <C>
      Cash and Cash Equivalents                                          $             432       $          115,551
      Prepaid Expenses                                                              20,417               -
                                                                         -----------------       ------------------
           Total Current Assets                                                     20,849                  115,551
                                                                         -----------------       ------------------
PROPERTY, PLANT AND EQUIPMENT
-----------------------------
      Net of Accumulated Depreciation of $203,655 -
        November 30, 2002; $202,689 - February 28, 2002                                323                    1,289
                                                                         -----------------       ------------------

TOTAL ASSETS                                                             $          21,172       $          116,840
------------
                                                                         =================       ==================


                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------
CURRENT LIABILITIES
-------------------
      Accounts Payable                                                   $           9,520       $           13,373
      Accrued Liabilities                                                        2,647,499                2,503,960
      Officer and Other Loans                                                      167,449                   78,711
                                                                         -----------------       ------------------
           Total Current Liabilities                                             2,824,468                2,596,044
                                                                         -----------------       ------------------
STOCKHOLDERS' DEFICIT
---------------------
      Common Stock $.01 Par Value, Authorized
        39,950,000 Shares; Issued and Outstanding
        37,260,098 Shares -November 30, 2002; 36,976,870
            Shares - February 28, 2002                                             372,601                  369,769
      Additional Paid-in Capital                                                18,431,646               18,400,490
      Accumulated Deficit                                                      (21,607,543)             (21,249,463)
                                                                         -----------------       ------------------
           Total Stockholders' Deficit                                          (2,803,296)              (2,479,204)
                                                                         -----------------       ------------------
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT                                $          21,172                 $116,840
-----------------------------------------                                =================       ==================
</TABLE>



         "See Accompanying Notes to Consolidated Financial Statements."

                                       -1-

<PAGE>
<TABLE>
<CAPTION>



                          MEDISCIENCE TECHNOLOGY CORP.
                          ----------------------------
                      CONSOLIDATED STATEMENT OF OPERATIONS
                      ------------------------------------
         FOR THE NINE AND THREE MONTHS ENDED NOVEMBER 30, 2002 AND 2001
         --------------------------------------------------------------
                                   (UNAUDITED)
                                   -----------



                                                      NINE MONTHS                           THREE MONTHS
                                         ------------------------------------- ---------------------------------------
                                                2002               2001               2002                2001
                                                ----               ----               ----                ----
<S>                                      <C>                <C>                <C>                 <C>
Net Sales                                $       -          $       -          $        -          $        -
Cost of Sales                                    -                  -                   -                   -
                                         ------------------ ------------------ ------------------- -------------------
      Gross Profit                               -                  -                   -                   -
General and Administrative Expense                  481,764            365,131             153,733             165,791
Product Development Expense                          16,858         -                        8,750          -
Advertising, Travel and Marketing                    24,375             42,570               5,663               8,565
                                         ------------------ ------------------ ------------------- -------------------
      Total Expenses                                522,997            407,701             168,146             174,356
                                         ------------------ ------------------ ------------------- -------------------
Other Income
 Interest Income                                        466                167                  22                  42
 Gain on Restructuring of Payables                  164,451         -                   -                   -
                                         ------------------ ------------------ ------------------- -------------------
      Total                                         164,917                167                  22                  42
                                         ------------------ ------------------ ------------------- -------------------
$et Loss                                 $         (358,080)$         (407,534)           (168,124)           (174,314)
                                         ================== ================== =================== ===================
Net Loss Per Common Share, Basic
  and Diluted                            $          (0.01)  $            (0.01 $            (0.005)$            (0.005)
                                         ================== ================== =================== ===================
Weighted Average Number of Shares                37,165,689         36,606,212          37,260,098          36,879,710
  of Common Stock Outstanding            ================== ================== =================== ===================

</TABLE>

         "See Accompanying Notes to Consolidated Financial Statements."

                                       -2-

<PAGE>



                          MEDISCIENCE TECHNOLOGY CORP.
                          ----------------------------
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                      ------------------------------------
              FOR THE NINE MONTHS ENDED NOVEMBER 30, 2002 AND 2001
              ----------------------------------------------------
                                   (UNAUDITED)
                                   -----------

<TABLE>
<CAPTION>



                                                                                    2002                2001
                                                                                    ----                ----
CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------
<S>                                                                           <C>                 <C>
      Net Loss                                                                $       (358,080)   $        (407,534)
      Adjustment for Items Not Requiring (Providing) Cash
           Depreciation                                                                    966                2,633
           Stock Issued for Services                                                 -                       83,000
           Gain on Restructuring of Payables                                          (164,451)           -
                                                                              ----------------    -----------------
           Subtotal                                                                   (521,565)            (321,901)
      Changes in Assets and Liabilities:
           Increase in Prepaid Expenses                                                (20,417)           -
           Decrease in Accounts Payable                                                 (3,853)              (2,772)
           Increase in Accrued Liabilities                                             341,978              257,053
                                                                              ----------------    -----------------
                Net Cash Flows (Used for) Operating Activities                        (203,857)             (67,620)
                                                                              ----------------    -----------------

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                                                                      (115,119)              (7,120)
----------------
CASH
----
      Beginning Balance                                                                115,551                7,120
                                                                              ----------------    -----------------
      Ending Balance                                                          $            432            -
                                                                              ================    =================
</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>



                       EXHIBIT TO STATEMENT OF OPERATIONS
                  WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
                                   (UNAUDITED)
                                    ---------
<TABLE>
<CAPTION>



                              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
September 2002              37,260,098                  -                 37,260,098
October 2002                37,260,098                  -                 37,260,098
November 2002               37,260,098                  -                 37,260,098               37,165,689


</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 wholly-owned inactive subsidiary, Laser Diagnostics Instruments, Inc. 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, 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. Accrued
interest on the note at November 30, 2002 totaled $6,838.

         "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 November 30, 2002 and February 28, 2002. Accrued
interest on the notes at November 30, 2002 and February 28, 2002 totaled $7,532
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 November 30, 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 $37,500 for
the nine months ended November 30, 2002 and November 30, 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 $7,770 and $5,022 in 2002 and 2001, respectively.

7.    Accrued Liabilities

Accrued liabilities consist of the following:
<TABLE>
<CAPTION>


                                                 November 30,                  February 28,
                                                 ------------                  ------------
                                                     2002                          2002
                                                     ----                          ----

<S>                                          <C>                           <C>
Legal and professional fees                  $            311,000          $            256,418
Consulting and university fees                            963,414                     1,125,731
Salaries and wages                                      1,315,000                     1,081,000
Other                                                      58,085                        40,811
                                             --------------------          --------------------
                                             $          2,647,499          $          2,503,960
                                             ====================          ====================
</TABLE>


Included in legal and professional fees as of November 30, 2002 and February 28,
2002 is $225,000 and $187,500, respectively, for legal services rendered by Mr.
Katevatis (Note 6).

Included in Consulting and University Fees as of November 30, 2002 and February
28, 2002 is $919,817 and $797,318, respectively, owed to Dr. Alfano (Note 8)
with respect to his consulting agreement.


         "See Accompanying Notes to Consolidated Financial Statements."

                                       -7-

<PAGE>




Included in salaries and wages as of November 30, 2002 and February 28, 2002 is
$1,156,333 and $1,006,333, respectively, owed to Mr. Katevatis and $158,667 and
$74,667, respectively, owed to Mr. Braginsky in accordance with their respective
employment agreements (Note 8).


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 nine month periods ended
November 30, 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 nine month periods ended November 30,
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 nine
months period ended November 30, 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

         "See Accompanying Notes to Consolidated Financial Statements."

                                       -8-

<PAGE>




agreement. The agreement states that Mr. Katevatis is to be paid $200,000 per
year. 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>



9.    Subsequent Event

In 2000, the Company entered into a three year agreement with a New Jersey
corporate taxpayer to purchase certain of the Company's net operating losses
under the State of New Jersey technology business tax certificate program. On
August 20, 2002, the New Jersey Economic Development Authority advised the
Company's year three application was approved. The Company was subsequently
notified of the dollar amount to be allocated and received a check from the New
Jersey corporate taxpayer in the amount of $217,712 on January 2, 2003.


         "See Accompanying Notes to Consolidated Financial Statements."

                                      -10-

<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."

                                      -11-

<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:

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

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

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

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

      (v)       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."

                                      -12-

<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

         "See Accompanying Notes to Consolidated Financial Statements."

                                      -13-

<PAGE>



PS&G for the sale of the Company's State NOL benefits. On August 20, 2002, the
New Jersey 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.


         "See Accompanying Notes to Consolidated Financial Statements."

                                      -14-

<PAGE>




                                                PART II - OTHER INFORMATION


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

           None

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

           None

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

           None

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

           None

Item 5.    Other Information - Controls and Procedures
           -------------------------------------------

           a) Evaluation of Disclosure Controls and Procedures.

           Under the supervision and with the participation of our management,
           including our Chief Executive Officer, we evaluated the effectiveness
           of the design and operation of our disclosure controls and procedures
           (as defined in Rule 13a-14(c) under the Exchange Act) as of a date
           ("the Evaluation Date") within 90 days prior to the filing date of
           this report. Based on that evaluation, the Chief Executive Officer
           concluded that, as of the Evaluation Date, our disclosure controls
           and procedures were effective in timely alerting them to the material
           information relating to the Company (or the Company's consolidated
           subsidiaries) required to be included in our periodic SEC filings.

           b)   Changes in Internal Controls

           There were no significant changes made in our internal controls
           during the period covered by this report or, to management's
           knowledge, in other factors that could significantly affect these
           controls subsequent to the date of their evaluation.

Item 6.    Exhibits and Reports on Form 8-K
           --------------------------------
   See Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


         "See Accompanying Notes to Consolidated Financial Statements."

                                      -15-

<PAGE>





                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

      In connection with the accompanying Quarterly Report of Mediscience
Technology Corp., (the "Company") on Form 10-QSB for the period ended November
30, 2002 (the "Report"), I, Peter Katevatis, Chairman and Chief Executive
Officer of the Company, hereby certify that to my knowledge:

(1)   The Report fully complies with the requirements of Section 13 (a) of the
      Securities Exchange Act of 1934; and

(2)   The information contained in the Report fairly presents, in all material
      respects, the financial condition and results of operations of the
      Company.


                                            ------------------------------------
                                            Peter Katevatis
                                            Chairman and Chief Executive Officer
Date: January 2, 2003                       (Chief Accounting Officer)


         "See Accompanying Notes to Consolidated Financial Statements."

                                     - 16 -

<PAGE>





                           CERTIFICATION PURSUANT TO
                 SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Peter Katevatis, Chairman and Chief Executive Officer of the registrant,
certify that:

1.    I have reviewed this quarterly report on Form 10-QSB 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;

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;

4.    The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
      have:

           a.   designed such disclosure controls and procedures to ensure that
                material information relating to the registrant, including its
                consolidated subsidiaries, is made known to us by others within
                those entities, particularly during the period in which this
                quarterly report is being prepared;

           b.   evaluated the effectiveness of the registrant's disclosure
                controls and procedures as of a date within 90 days prior to the
                filing date of this quarterly report (the "Evaluation Date");
                and

           c.   presented in this quarterly report our conclusions about the
                effectiveness of the disclosure controls and procedures based on
                our evaluation as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent functions):

           a.   all significant deficiencies in the design or operation of
                internal controls which could adversely affect the registrant's
                ability to record, process, summarize and report financial data
                and have identified for the registrant's auditors any material
                weaknesses in internal controls; and

           b.   any fraud, whether or not material, that involves management or
                other employees who have a significant role in the registrant's
                internal controls; and



         "See Accompanying Notes to Consolidated Financial Statements."

                                     - 17 -

<PAGE>





6.    The registrant's other certifying officers and I have indicated in this
      quarterly report whether there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.



                                            ------------------------------------
                                            Peter Katevatis
                                            Chairman and Chief Executive Officer
Date: January 2, 2003                       (Chief Accounting Officer)



         "See Accompanying Notes to Consolidated Financial Statements."

                                     - 18 -

<PAGE>