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 May 31, 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 May 31, 2005.

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

Common Stock, par value                                               58,387,354
$.01 per share


<PAGE>

                          MEDISCIENCE TECHNOLOGY CORP.
                                  MAY 31, 2005

                                      INDEX


                                                                            PAGE
                                                                            ----

PART I.    Financial Information

Item 1.    Financial Statements

           Consolidated Balance Sheet as of May 31, 2005 (Unaudited)         1
           and February 28, 2005 (Audited)

           Consolidated Statement of Operations for the Three Months
           Ended May 31, 2005 (Unaudited) and May 31, 2004 (Unaudited)       2

           Consolidated Statement of Changes in Stockholders' Deficit
           for the Three Months Ended May 31, 2005 (Unaudited)               3

           Consolidated Statement of Cash Flows for the Three Months
           Ended May 31, 2005 (Unaudited) and May 31, 2004 (Unaudited)       4

           Exhibit to Consolidated Statement of Operations                   5

           Notes to Financial Statements                                    6-14

Item 2.    Management's Discussion and Analysis and Plan of Operation      15-19

Item 3.    Controls and Procedures                                         20-21

PART II.   Other Information                                               22-23

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                                                        24

           Exhibit Index                                                     25

           Exhibits                                                        26-28

<PAGE>

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

                                     ASSETS
                                     ------
<TABLE>
<CAPTION>
                                                                          May 31,       February 28,
                                                                           2005             2005
                                                                        (Unaudited)      (Audited)
                                                                        ------------    ------------
<S>                                                                     <C>             <C>
CURRENT ASSETS
--------------
      Cash and Cash Equivalents                                         $    748,268    $    934,212
      Other Receivables                                                          167              --
      Prepaid Expenses                                                           962           3,848
                                                                        ------------    ------------
           Total Current Assets                                              749,397         938,060

PROPERTY, PLANT AND EQUIPMENT
-----------------------------
      Net of accumulated depreciation $204,680 -                                 573             637
        May 31, 2005; $204,616 - February 28, 2005

OTHER ASSETS - Security Deposit                                                1,800           1,800
------------
             - Deferred Costs                                              1,724,648       1,453,834
                                                                        ------------    ------------

TOTAL ASSETS                                                            $  2,476,418    $  2,394,331
------------                                                            ============    ============

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

CURRENT LIABILITIES
-------------------
      Current Portion of Officer and Other Loans                        $         --    $     31,542
      Accounts Payable                                                        23,374          93,504
      Accrued Liabilities                                                  2,902,716       2,992,911
                                                                        ------------    ------------
                                                                           2,926,090       3,117,957
                                                                        ------------    ------------
           Total Current Liabilities

STOCKHOLDERS' DEFICIT
---------------------
      Convertible Preferred Stock, $.01 Par Value, 50,000 Shares
         Authorized; Issued and Outstanding -0- Shares -May 31, 2005;             --              --
      -0- Shares - February 28, 2005
      Common Stock $.01 Par Value, Authorized 199,950,000
        Shares; Issued and Outstanding Shares - 58,387,354 Shares            583,874         561,243
        May 31, 2005; 56,124,210 Shares - February 28, 2005
      Additional Paid-in Capital                                          24,248,778      23,217,702
      Common Stock Subscribed                                                     --         250,000
      Accumulated Deficit                                                (25,282,324)    (24,752,571)
                                                                        ------------    ------------
           Total Stockholders' Deficit                                      (449,672)       (723,626)
                                                                        ------------    ------------

TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT                               $  2,476,418    $  2,394,331
-----------------------------------------                               ============    ============

</TABLE>

                 See Notes to Consolidated Financial Statements.
                                      - 1 -

<PAGE>

                          MEDISCIENCE TECHNOLOGY CORP.
                          ----------------------------
                      CONSOLIDATED STATEMENT OF OPERATIONS
                      ------------------------------------
                FOR THE THREE MONTHS ENDED MAY 31, 2005 AND 2004
                ------------------------------------------------
                                   (UNAUDITED)
                                   -----------

                                                          THREE MONTHS
                                                          ------------
                                                     2005              2004
                                                     ----              ----

Net Sales                                        $         --      $         --
                                                 ------------      ------------


Cost of Sales                                              --                --


      Gross Profit                                         --                --

General and Administrative Expense                    432,446           339,780
Product Development Expense                            79,719           116,156
Debt Conversion Inducement Expense                         --            58,555
Advertising, Travel and Marketing                      21,668            20,950
                                                 ------------      ------------
                                                      533,833           535,441
                                                 ------------      ------------
      Total Expenses

Other Income                                            4,080             1,364
                                                 ------------      ------------

Net Loss                                         $   (529,753)     $   (534,077)
                                                 ============      ============

Basic and Diluted Loss Per Common
   Share                                         $      (0.01)     $      (0.01)
                                                 ============      ============

Weighted Average Common Shares                     58,347,021        50,886,003
                                                 ============      ============

                See Notes to Consolidated Financial Statements.
                                      -2-
<PAGE>

                  MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES
                  ---------------------------------------------
           CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
           ----------------------------------------------------------
                     FOR THE THREE MONTHS ENDED MAY 31, 2005
                     ---------------------------------------
                                   (UNAUDITED)
                                   -----------


<TABLE>
<CAPTION>

                                       Preferred Stock           Common Stock           Additional       Common        Accumulated
                                       ---------------           ------------           ----------       ------        -----------
                                                                                          Paid-In         Stock          Deficit
                                                                                          -------         -----          -------
                                      Shares    Amount       Shares        Amount         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                                      811,000          8,110        516,930

   Issuance of Stock -
     Anti-dilution Rights                                     394,810          3,948         (3,948)

   Issuance of Stock -
     Debt Conversion                                            7,334             73          3,594
   Issuance of Stock -
     For Cash                                                 550,000          5,500        269,500
   Issuance of Stock -
     Previously Subscribed                                    500,000          5,000        245,000
                                                                                                                          (250,000)

   Net Loss                                                                                                               (529,753)
                                     -------   -------   ------------   ------------   ------------    ------------   ------------

BALANCE, MAY 31, 2005                $    --   $    --     58,387,354   $    583,874   $ 24,248,778    $         --   $(25,282,324)
                                     =======   =======   ============   ============   ============    ============   ============
</TABLE>

                See Notes to Consolidated Financial Statements.
                                      -3-
<PAGE>

                          MEDISCIENCE TECHNOLOGY CORP.
                          ----------------------------
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                      ------------------------------------
                FOR THE THREE MONTHS ENDED MAY 31, 2005 AND 2004
                ------------------------------------------------
                                   (UNAUDITED)
                                   -----------

<TABLE>
<CAPTION>

                                                                  2005           2004
                                                                  ----           ----

CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------
<S>                                                           <C>            <C>
      Net Loss                                                $  (529,753)   $  (534,077)

      Adjustments to Reconcile Net Loss to Net Cash Used in
         Operating Activities:
           Depreciation                                                64             64
           Amortization of Deferred Costs                         254,226        142,188
                                                              -----------    -----------
           Debt Conversion Inducement Expense                          --         58,555

           Subtotal                                              (275,463)      (333,270)

      Changes in Assets and Liabilities:
              (Increase) in Other Receivables                        (167)            --
           Decrease in Prepaid Expenses                             2,886          2,541
           (Decrease) Increase in Accounts Payable                (70,130)       (13,723)
           (Decrease) Increase in Accrued Liabilities             (86,528)      (330,139)
                                                              -----------    -----------

                Net Cash Used in Operating Activities            (429,402)      (674,591)
                                                              -----------    -----------

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

CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------
      Proceeds From Issuance of Common Stock                      275,000             --
                                                              -----------    -----------
      Decrease in Officer Loans                                   (31,542)            --
                                                              -----------    -----------
                Net Cash Provided by Financing Activities         243,458             --
                                                              -----------    -----------

DECREASE IN CASH AND CASH EQUIVALENTS                            (185,944)      (674,591)
-------------------------------------

CASH AND CASH EQUIVALENTS
-------------------------

      Beginning Balance                                           934,212      1,406,371
                                                              -----------    -----------
      Ending Balance                                          $   748,268    $   731,780
                                                              ===========    ===========


SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING
-------------------------------------------
  ACTIVITIES:
  -----------
    Common Stock Issued for Future Services                   $   525,040    $        --
                                                              ===========    ===========
    Common Stock Issued - Anti - Diluting Rights              $     3,948    $        --
                                                              ===========    ===========
    Common Stock Issued - Previously Subscribed               $   250,000    $        --
                                                              ===========    ===========
    Common Stock Issued - Cancellation of Debt                $     3,667    $        --
                                                              ===========    ===========
</TABLE>

                 See Notes to Consolidated Financial Statements

                                      -4-
<PAGE>

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

<TABLE>
<CAPTION>

                                                          Three Months Ended May 31, 2005
                                              ---------------------------------------------------

                                                 Net            Weighted Average        Per Share
                                                 ---            ----------------        ---------
                                                 Loss          Shares Outstanding        Amount
                                                 ----          ------------------        ------
<S>                                           <C>                  <C>                 <C>

Basic/diluted loss per common share:

Net Loss                                      $ (529,753)          58,347,021          $    (0.01)

      Effect of dilutive securities                   --                   --                  --
                                              ----------           ----------          ----------

      Total                                   $ (529,753)          58,347,021          $    (0.01)
                                              ==========           ==========          ==========

<CAPTION>

                                                          Three Months Ended May 31, 2004
                                              ---------------------------------------------------
<S>                                           <C>                  <C>                 <C>

Basic/diluted loss per common share:

Net Loss                                      $ (534,077)          50,886,003          $    (0.01)

      Effect of dilutive securities                   --                   --                  --
                                              ----------           ----------          ----------

      Total                                   $ (534,077)          50,886,003          $    (0.01)
                                              ==========           ==========          ==========
</TABLE>

                 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 three month  periods
ended May 31,  2005 and 2004 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
2005  Annual  Report  on  Form  10-KSB.  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.

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 follows the disclosure provisions of SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure." Since the Company does
not plan to adopt the fair value method of accounting of SFAS No. 123, the
Company does not expect any impact on consolidated results of operations or
financial condition in fiscal 2006. At May 31, 2005, the Company had an
incentive stock option plan for officers and employees and a consultants stock
option plan. The Company accounts for these plans under the intrinsic value
recognition and measurement principles of APB Opinion No. 25, "Accounting for
Stock Issued to Employees," and related interpretations. There were no options
granted during the quarter ended May 31, 2005.

The following table illustrates the effect on net loss and loss per share if the
Company applied the fair value recognition provisions of SFAS No. 123 to all
awards.

                                                       Three Months Ended
                                                           May 31,
                                             -----------------------------------

                                                   2005              2004
                                                   ----              ----

Net loss, as reported                        $      (529,753)   $      (534,077)

Deduct: Total stock-based employee
    compensation expense determined
    under fair value based method for
    all awards, net of related tax effects                --                 --
                                             ---------------    ---------------

Pro forma net loss                           $      (529,753)   $      (534,077)
                                             ===============    ===============

Basic and Diluted Loss per share:

    As reported                              $         (0.01)   $         (0.01)
                                             ===============    ===============

    Pro forma                                $         (0.01)   $         (0.01)
                                             ===============    ===============

    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.  Early  adoption is
encouraged and  retroactive  application of the provisions of SFAS 123(R) to the
beginning of the fiscal year that includes the effective date is permitted,  but
not required.  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 three months ended May 31, 2005,  the Company  issued  811,000  fully
vested  restricted  shares of its  common  stock 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.  These costs have been  capitalized and will be
recognized   ratably  over  the  terms  of  the   agreements.   Expected  future
amortization of these costs is as follows:

            Nine Months Ending   February 28, 2006   $704,349

                   Year Ending   February 28, 2007    390,612

                   Year Ending   February 29, 2008    378,320

                   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 (Note 9). In  connection  with the  inducement  offer and related
conversion,  the Company recognized an expense of $58,555 during the three-month
period ended May 31, 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 agreements  provide 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 May 31, 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 $12,500 for the three
months  ended May 31,  2005 and May 31,  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  $6,017and  $3,338 for the three  months ended May 31, 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 $6,603 and $4,140 were accrued or
paid to Mr.  Engelhart  for  the  three  months  ended  May  31,2005  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
(Note 8). 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.

7.  Accrued Liabilities

Accrued liabilities consist of the following:

                                               May 31,    February 28,
                                               -------    ------------
                                                2005          2005
                                                ----          ----


            Legal and professional fees      $  206,924   $  257,924

            Consulting and university fees    1,192,414    1,220,415

            Salaries and wages                1,412,333    1,412,333

            Other                                91,045      102,239
                                             ----------   ----------

                       Total                 $2,902,716   $2,992,911
                                             ==========   ==========

Included in legal and professional fees as of May 31, 2005 and February 28, 2005
is  $50,000  and  $57,500,  respectively,  for legal  services  rendered  by Mr.
Katevatis (Note 6).

Included in Consulting and  University  Fees as of May 31, 2005 and February 28,
2005 is $1,148,818  and  $1,170,818,  respectively,  owed to Dr. Alfano (Note 8)
with respect to his consulting agreement.


                                      -9-
<PAGE>

Included  in  salaries  and wages as of May 31,  2005 and  February  28, 2005 is
$1,406,333 and $1,406,333,  respectively,  owed to Mr. Katevatis with respect to
his employment agreement (Note 8).

Included  in  salaries  and wages as of May 31,  2005 and  February  28, 2005 is
$2,500 and  $2,500,  respectively,  owed to Mr.  Engelhart  with  respect to his
employment agreement (Note 8).

8.  Commitments and Contingencies

    Dr. Robert R. Alfano

In April 1992, the Company  entered into a five-year  consulting  agreement with
Dr. Robert R. Alfano, a principal stockholder of the Company and Chairman of its
Scientific Advisory Board which term was subsequently  extended in 1995 to March
2002 and in 1999 to March  2007.  Pursuant  to the terms of the  agreement,  Dr.
Alfano is paid a consulting  fee of not less than $150,000 per annum in exchange
for services to be rendered for approximately  fifty days per year in connection
with the Company's medical  photonics  business and bonus and fringe benefits in
accordance  with  policies  and formulas  applicable  to key  executives  of the
Company.

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 1% of the gross sales derived from any equipment made, leased or sold
which utilizes the concepts  described in the Company's cancer detection patent.
Since  there has been no  activity,  no amounts  have been paid during the three
month periods ended May 31, 2005 and 2004.

    Other Royalties

The Company entered into an agreement for 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  50% 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 three month periods ended May 31, 2005 and 2004

    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  Research  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
three months period ended May 31, 2005 and 2004.

In May 2004, MEDI, a wholly-owned subsidiary of the Company, and RFCUNY, entered
into a one-year  project  agreement for research and  development  by RFCUNY and
MEDI,  primarily,  but not  exclusively,  in the area of optical  biopsy for the
assembly of a commercially viable CD-Ratiometer and adjunctive technology. Under
the terms of this  agreement,  the  Company is granted an  exclusive  world-wide
license,  with the right to grant  sublicenses,  to make,  use or sell  patented
imaging   product   technology  for  the  molecular   detection  of  cancer  and
physiological change.


                                      -10-
<PAGE>

    Employment Agreements

Mr. Peter Katevatis, Chief Executive Officer and Chairman of the Company, has an
employment  agreement with the Company.  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
(Note 7).

On December 9, 2004, the Company entered into an Amended and Restated Employment
Agreement  with Mr.  Engelhart,  which  restated  and  amended  the terms of his
employment  agreement to clarify the original intent of the parties with respect
to the nature of the stock options granted to Mr.  Engelhart.  Mr. Engelhart was
granted an option to purchase 200,000 shares of the Company's common stock at an
option price of $0.25 per share, in which he was immediately  vested. This grant
resulted  in a non-cash  compensation  charge of  $70,000  during the year ended
February  29,  2004  (Note  10).  Mr.  Engelhart  was also  granted an option to
purchase an aggregate of 1,800,000  shares of the  Company's  common stock at an
option price of $1.00 per share.  The 1,800,000  options vest upon attainment of
either Critical Milestones or Financial Milestones, as both terms are defined in
the employment and incentive stock option agreements.

    Consulting Agreement

In August 2004, the Company entered into a thirteen month  consulting  agreement
with John  Matheu,  a  Director  and  member of the  audit  committee  (Note 6).
Pursuant  to the terms of the  agreement,  Mr.  Matheu is to assist in the final
development of the CD-Ratiometer for which he will receive $4,166 per month. Mr.
Matheu was also granted an option to purchase  300,000  shares of the  Company's
common stock for $1.50 per share.

On May 15, 2004,  MEDI entered into a six month  consulting  agreement  with Dr.
Stan Wiener,  M.D. pursuant to which Dr. Wiener will provide consulting services
for the final  development  and FDA submission of the CD  Ratiometer,  including
identification of sites for clinical trials,  software development,  development
of  calibration  standards  and  operational  manuals  and  training  of medical
personnel.  Dr.  Weiner  will be paid  $7,000  per  month  over  the term of the
agreement.

9.  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 three-months ended May 31, 2005, the Company issued
316,370  shares of common stock of the Company to Mr.  Katevatis  in  connection
with the  anti-dilution  rights and as of May 31, 2005, the Company is obligated
to issue an additional  120,246 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.


                                      -11-
<PAGE>

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
three-months  ended May 31, 2005,  the Company  issued  78,440  shares of common
stock of the Company to Dr. Alfano in connection with the  anti-dilution  rights
and as of May 31,2005,  the Company is obligated to issue an  additional  24,293
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.

    Debt Conversion

On March 8, 2004, the Trust converted  $185,515 of promissory  notes and related
interest into 1,460,000 shares of the Company's common stock (Note 5).

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.

    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 Future Services

During March and April 2004, the Company issued 1,925,000  restricted  shares of
its  common  stock  with a value of  $1,251,250  to three  consulting  groups in
exchange for consulting  services to be rendered over a 12-48 month period (Note
4).

During August 2004, the Company issued 300,000  restricted  shares of its common
stock with a value of $177,000  to two  consulting  groups in exchange  for past
services and services to be rendered over  approximately a two year period (Note
4).

During  the  three  months  ended  May 31,  2005,  the  company  issued  811,000
restricted  shares  of its  common  stock  with a value  of  $525,040  to  three
consulting  groups in exchange for services to be rendered over a period of 6-12
months (Note 4).


                                      -12-
<PAGE>

    Common Stock Issued for Services

During  August 2004,  the Company  issued 55,556 shares of its common stock at a
value  of  $32,878  for  secretarial  services  provided  to  the  Company.  The
transaction  was recognized  based on the fair value of shares issued.  This was
recorded as general and administrative  expense in the consolidated statement of
operations.

    Common Stock Issued for Collaborative Research and Development Agreement

On November 9, 2004, the Company,  through its subsidiary  MEDI,  entered into a
collaborative  research and  development  agreement with  Infotonics  Technology
Center Inc., a Not-for-Profit Corporation, a consortium of founding participants
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.  Other markets from the research  program would include  commercially
viable  miniature  devices for sensing of biological  and chemical  species like
bacteria  and  pollutants.  The period of  research  under this  agreement  will
terminate upon completion of the research, currently estimated to be five years.
The Agreement has certain rights including but not limited to ownership,  future
development  services,  first right and right of first refusal for manufacturing
and indemnification.

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.  In addition,  the Company granted a warrant  exercisable at $3.00 per
share  for  1,000,000  shares of common  stock,  and will pay fees for  specific
research services to be determined by Infotonics based upon detailed  Statements
of Work, to be agreed upon as the research progresses.

    Common Stock Issued for Cash

In connection with its private  placement  offering during the quarter ended May
31, 2005, the Company issued 550,000  restricted  shares of its common stock for
cash proceeds of $275,000.  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  1,050,000
shares of common stock at $1.00 per share. The warrants expire in August 2007.

10. Stock Options and Warrants


                                      -13-
<PAGE>

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

Activity  related to stock options during the three months ended May 31, 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                             --
          Exercised                           --
          Fortified                           --
                                       ---------
      Outstanding, May 31, 2005        2,400,000   $ .25 - $ 2.00   $   1.04
                                       =========


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

Activity related to stock warrants during the three months ended May 31, 2005 is
as follows:

                                        Shares      Exercise Price
                                        ------      --------------
                                       Available        Range
                                       ---------        -----
      Outstanding, February 28, 2005   3,500,000   $  .25 - $3.00
          Granted                      1,050,000   $         1.00
          Exercised                           --
          Fortified                           --
                                       ---------
      Outstanding, May 31, 2005        4,550,000   $ .25 - $ 3.00
                                       =========

In connection with its private  placement  offering during the quarter ended May
31, 2005, the Company granted  warrants to purchase  1,050,000  shares of common
stock at $1.00 per share. The warrants expire in August 2007.

                                      -14-
<PAGE>

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

       Quarter Ending May 31, 2005 Compared to Quarter Ending May 31, 2004
       -------------------------------------------------------------------

Revenues
--------

We had no revenues  during our fiscal  quarter ending May 31, 2005 ("2006 fiscal
year) and May 31, 2004 ("2005 fiscal year).  Our primary focus was our continued
development of our light-based technology.

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

General  and  administrative  expenses  increased  approximately  $92,700 or 27%
during the current  fiscal  quarter ended May 31, 2005 as compared to our fiscal
quarter   ended  May  31,  2004.   Included  in  the  increase  in  general  and
administrative expenses is an increase in consulting costs approximating $91,000
during the  current  fiscal  quarter  when  compared  to the prior  year  fiscal
quarter.  The above increase was partly comprised of  approximately  $200,000 of
deferred costs amortized as an expense, as compared to approximately $142,000 of
deferred  costs  amortized  as an  expense  in the prior  year  fiscal  quarter,
resulting in a net increase of $58,000.  The  increase in  consulting  costs was
also comprised of approximately $33,000 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,  all  other  general  and   administrative   costs  increased
approximately  $2,000 with very little  variance  between  line items during the
current fiscal quarter when compared to the year earlier 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
quarter ended May 31, 2004. No debt conversion inducement expense was recognized
during the quarter ended May 31, 2005.

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

Advertising,  travel  and  marketing  increased  approximately  $700 or 3%.  The
Company continues to pursue 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.

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

Research and development expense decreased  approximately  $36,500 or 31% during
the current  fiscal  quarter  ended May 31, 2005 when compared to the prior year
fiscal  quarter  ended May 31,  2004.  This  decrease  was  comprised of the net
decrease  and  increase  in  several  key  research  and   development   expense
categories.  The  principal  reason  for the  decline  in  research  costs was a
decrease in funding to the  Research  Foundation  City  University  of New York,
approximating  $56,200 in the  current  period  when  compared to the prior year
quarter  ended.  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.  The decrease in research and  development is also  represented by a


                                      -15-
<PAGE>

decline of approximately  $17,500 in outside consulting and patent related costs
during the current  fiscal  quarter when  compared to the year  earlier  period.
Included as an increase in research and development is approximately  $37,700 of
deferred  costs  amortized  as an  expense.  The company  though 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.

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

We had a  deficiency  in  working  capital as of May 31,  2005 of  approximately
$2,177,000 compared to a deficiency of approximately  $2,180,000 at February 28,
2005 or a decrease in the  deficiency  of  approximately  $3,000 for the current
fiscal  quarter ended May 31, 2005. The decrease in the deficiency was comprised
of a decrease of approximately  $189,000 in current assets primarily composed of
cash, as compared to a decrease of approximately $192,000 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  $243,000
for the quarter ended May 31, 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 quarter  ended May 31,  2005 the Company  refunded
approximately  $31,500 to an officer,  who advanced it to the Company in a prior
period.

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


                                      -16-
<PAGE>

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.



                                      -17-
<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,  which support the belief that its proprietary technology,
when  fully  developed,  will  have  substantial  commercial  appeal  due to its
non-invasive  character,  point  of care - real  time  results,  and  diagnostic
sensitivity and specificity.

The Company's  strategy is to commercialize  developing  technologies  utilizing
optical  biopsy  (fluorescent  imaging)  into  medical  devices for early cancer
detection and diagnostic in the areas of cervical,  ex-vivo  breast  lumpectomy,
esophagus,  oral, colon and breast cancers.  Mediscience  Technology Corp formed
Mediphotonics Development Company, LLC, a New York limited liability company, to
engage in the  development,  design  and  assembly  of  optical  biopsy  medical
devices.   Mediphotonics  has  proven   engineering   expertise  and  successful
experience in the technical and business processes needed to develop and augment
existing  scientific  approaches and technology into commercially viable medical
devices.  On  September 8, 2004,  Mediphotonics  Development  Company,  LLC, our
wholly-owned subsidiary, entered into an agreement of intent to agree to jointly
develop the "Compact Photonic Explorer" (CPE) or "pill camera",  for medical and
non-medical  applications  with  Infotonics  Technology  Center (a consortium of
Corning,  Inc.,  Eastman  Kodak  Company and Xerox  Corporation).  The  parties'
initial focus of the project is developing 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  through
spectroscopy.  The initial  target of the CPE is to develop a "smart  pill" that
targets the diagnosis  various forms of cancer  throughout the GI tract.  During
the first quarter of 2005,  Mediphotonics  commenced  worked in the detection of
breast  cancer in human milk ducts and  detecting  acceptable  clear margins (no
cancer) in lumps that are excised from human breast cavities.

In December 2004,  Mediphotonics and Research  Foundation of City College of New
York (RF-CUNY)  completed a prototype  CD-GYN (Cancer  Detection  Gynecological)
Ratiometer suitable for clinical trials.  Mediscience  Technology,  with its FDA
consulting  firms,  Schiff & Company has  submitted  documentation  necessary to
begin clinical trials and will be meeting with the FDA in mid-August.

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:

      <     Determining accruals and contingencies;
      <     Valuing options and other equity instruments;
      <     Reviewing the realization/recoverability of deferred costs resulting


                                      -18-
<PAGE>

            from the  issuance  of common  stock to acquire  certain  consulting
            services to be rendered in future periods.
      <     Deferred tax valuation allowance.

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


                                      -19-
<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  adequate and  effective and designed to
         ensure that material  information  relating to us and our  consolidated
         subsidiaries  would  be  made  known  to them by  others  within  those
         entities.

         Internal controls over financial reporting

         In  connection  with their  review of the  Company's  November 30, 2004
         interim  financial  statements,  the Company's  independent  registered
         public accounting firm 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."

         The Company's independent  registered public accounting firm 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.


                                      -20-
<PAGE>

            2.    The  Company  has  and  will   continue  to  consult  with  an
                  accounting consultant and 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.

            3.    Once adequate funding is obtained, the Company intends to hire
                  a full time chief financial  officer with requisite skills. At
                  that point the Company will further remediate all of the above
                  material control weaknesses.

         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.



                                      -21-
<PAGE>

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

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

         None

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

         In March 2005,  the Company  issued 500,000 shares of its common stock,
         which  had been  previously  subscribed  in the  prior  fiscal  year in
         conjunction with its on-going private placement of its common stock.

         Also in March 2005, the Company issued an additional  550,000 shares of
         its common stock in continuance of its on-going private placement.

         During the three months ended May 30, 2005,  the Company issued 811,000
         shares of its common stock 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.

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 June 13,  2005,  the Company  reported,  Sidney  Braginsky,
                  Member  of  the  Company's   Board  of  Directors  and  former
                  President COO of the Company tendered his resignation as board
                  member, effective June 13, 2005. (Incorporated by reference to
                  the Company's current report on Form 8-K filed June 16, 2005.)

         10.2     Agreement   dated  April  1,  2005  between  the  Company  and
                  Investment   Research  Group  (Incorporated  by  reference  to
                  exhibit 99.1 to the  Company's  report on Form 8-K filed April
                  1, 2005.)


                                      -22-
<PAGE>

         10.3     Agreement   dated  March  15,  2005   between  the   Company's
                  wholly-owned subsidiary Mediphotonics  Development Co. LLC and
                  Research  Foundation  CUNY.   (Incorporated  by  reference  to
                  exhibit 99.1 to the  Company's  report on Form 8-K filed March
                  18, 2005.)

         10.4     On March  14,  2005,  the  Company  reported  a change  in the
                  Company's   certifying   accountant   and   related   executed
                  engagement  letter of Cogen Skar,  LLP,  Dated March 14, 2005.
                  (Incorporated by reference to the Company's report on Form 8-K
                  filed March 16, 2005.)

         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


                                      -23-
<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



July 15, 2005



                                      -24-

<PAGE>

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



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

       10.1   On June 13, 2005, the Company reported,  Sidney Braginsky,  Member
              of the Company's  Board of Directors  and former  President CEO of
              the Company  tendered his  resignation as board member,  effective
              June 13, 2005. (Incorporated by reference to the Company's current
              report on Form 8-K filed June 16, 2005.)

       10.2   Agreement  dated April 1, 2005 between the Company and  Investment
              Research Group  (Incorporated  by reference to exhibit 99.1 to the
              Company's report on Form 8-K filed April 1, 2005.)

       10.3   Agreement dated March 15, 2005 between the Company's  wholly-owned
              subsidiary   Mediphotonics   Development   Co.  LLC  and  Research
              Foundation CUNY. (Incorporated by reference to exhibit 99.1 to the
              Company's report on Form 8-K filed March 18, 2005.)

       10.4   On March 14, 2005, the Company  reported a change in the Company's
              certifying  accountant and related executed  engagement  letter of
              Cogen Skar, LLP, Dated March 14, 2005.  (Incorporated by reference
              to the Company's report on Form 8-K filed March 16, 2005.)

       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.

                                      -25-