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, 2003 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, 2003.

     Title of Class                               Number of Shares Outstanding
     --------------                               ----------------------------
Common Stock, par value
$.01 per share                                               39,372,753




<PAGE>



                          MEDISCIENCE TECHNOLOGY CORP.
                          ----------------------------
                                NOVEMBER 30, 2003
                                -----------------

                                      INDEX
                                      -----


                                                                           PAGE
                                                                           ----
PART I.  Financial Information

Item 1.  Consolidated Financial Statements
         Consolidated Balance Sheet as of November 30, 2003

         Consolidated (Unaudited) and February 28, 2003 (Audited)           1
         Statement of Operations for the Nine
         and Three Months Ended November 30, 2003
         (Unaudited) and November 30, 2002 (Unaudited)                      2

         Consolidated Statement of Cash Flows for the Nine
         Months Ended November 30, 2003 (Unaudited) and
         November 30, 2002 (Unaudited)                                      3

         Exhibit to Statement of Operations                                 4

         Notes to Financial Statements                                    5 - 11

Item 2.  Management's Plan of Operation                                  12 - 15

PART II. Other Information                                               16 - 17

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

         Certification Pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002                                      18 - 19

         Certification Pursuant to Section 302 of the                    20 - 21
         Sarbanes-Oxley Act of 2002

         Certification Pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002                                         22


         Certification Pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002                                         23




<PAGE>



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

                                     ASSETS
                                     ------
<TABLE>
<CAPTION>

                                                                            November 30,            February 28,
                                                                                2003                    2003
                                                                            (Unaudited)               (Audited)
                                                                         ------------------       -----------------
CURRENT ASSETS
--------------
<S>                                                                      <C>                      <C>
      Cash                                                               $           20,556       $         119,681
      Prepaid Expenses                                                                  861                  14,853
                                                                         ------------------       -----------------
           Total Current Assets                                                      21,417                 134,534
PROPERTY, PLANT AND EQUIPMENT
-----------------------------
      Net of accumulated depreciation $204,298 -
        November 30, 2003; $204,106 - February 28, 2003                                 955                   1,147

OTHER ASSETS - Security Deposit                                                       1,800                   1,800
------------
                                                                         ------------------       -----------------
TOTAL ASSETS                                                             $           24,172       $         137,481
------------                                                             ==================       =================

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------
CURRENT LIABILITIES
-------------------
      Current Portion of Officer and Other Loans                         $          204,951       $          47,404
      Accounts Payable                                                               21,346                  43,873
      Accrued Liabilities                                                         2,965,107               2,549,413
                                                                         ------------------       -----------------
           Total Current Liabilities                                              3,191,404               2,640,690
OFFICER AND OTHER LOANS, Net of Current Portion                                  -                          120,045
                                                                         ------------------       -----------------
TOTAL LIABILITIES                                                                 3,191,404               2,760,735
-----------------
                                                                         ------------------       -----------------
STOCKHOLDERS' DEFICIT
---------------------
      Preferred Stock, $.01 Par Value, 50,000 Shares Authorized,
        0 Shares Issued and Outstanding                                                   -               -
      Common Stock $.01 Par Value, Authorized 39,950,000
        Shares; Issued and Outstanding 39,372,753 Shares -
        November 30, 2003; 37,582,139 Shares - February 28,     2003                393,728                 375,821
      Additional Paid-in Capital                                                 18,468,519              18,467,426
      Accumulated Deficit                                                       (22,029,479)            (21,466,501)
                                                                         ------------------       -----------------
           Total Stockholders' Deficit                                           (3,167,232)             (2,623,254)
                                                                         ------------------       -----------------
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT                                $           24,172       $         137,481
-----------------------------------------                                ==================       =================

</TABLE>


         "See Accompanying Notes to Consolidated Financial Statements."

                                       -1-

<PAGE>



                          MEDISCIENCE TECHNOLOGY CORP.
                          ----------------------------
                      CONSOLIDATED STATEMENT OF OPERATIONS
                      ------------------------------------
         FOR THE NINE AND THREE MONTHS ENDED NOVEMBER 30, 2003 AND 2002
         --------------------------------------------------------------
                                   (UNAUDITED)
                                   -----------

<TABLE>
<CAPTION>


                                                     NINE MONTHS                           THREE MONTHS
                                                     -----------                            ------------
                                                2003               2002                2003                2002
                                                ----               ----                ----                ----
<S>                                      <C>                 <C>                <C>                 <C>
Net Sales                                $       -           $       -          $       -           $        -
Cost of Sales                                    -                   -                  -                    -
                                         ------------------  -----------------  ------------------  -------------------
      Gross Profit                               -                   -                  -                    -
General and Administrative Expense                  490,296            481,764             162,469              153,733
Product Development Expense                          17,725             16,858               3,593                8,750
Advertising, Travel and Marketing                    55,384             24,375               6,239                5,663
                                         ------------------  -----------------  ------------------  -------------------
      Total Expenses                                563,405            522,997             172,301              168,146
                                         ------------------  -----------------  ------------------  -------------------
Other Income
Interest Income                                         427                466                  61                   22
Gain on Restructuring of Payables                -                     164,451          -                    -
                                         ------------------  -----------------  ------------------  -------------------
      Total                                             427            164,917                  61                   22
                                         ------------------  -----------------  ------------------  -------------------
$et Loss                                 $         (562,978) $        (358,080 )$         (172,240)            (168,124)
                                         ==================  =================  ==================  ===================
Net Loss Per Common Share, Basic
  and Diluted                            $           (0.015  $           (0.01 )            (0.005)              (0.005)
                                         ==================  =================  ==================  ===================
Weighted Average Number of Shares                38,433,523         37,165,689          39,372,753           37,260,098
  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, 2003 AND 2002
              ----------------------------------------------------
                                   (UNAUDITED)
                                   -----------

<TABLE>
<CAPTION>


                                                                                       2003                  2002
                                                                                       ----                  ----
CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------
<S>                                                                               <C>                   <C>
      Net Loss                                                                    $      (562,978)      $      (358,080)
      Adjustment for Item Not Requiring (Providing) Cash
           Depreciation                                                                       192                   966
           Gain on Restructuring of Payables                                             -                     (164,451)
                                                                                  ---------------       ---------------
           Subtotal                                                                      (562,786)             (521,565)
      Changes in Assets and Liabilities:
           (Increase) Decrease in Prepaid Expenses                                         13,992               (20,417)
           Decrease in Accounts Payable                                                   (22,527)               (3,853)
           Increase in Accrued Liabilities                                                415,694               341,978
                                                                                  ---------------       ---------------
                Net Cash Flows (Used for) Operating Activities                           (155,627)             (203,857)
                                                                                  ---------------       ---------------
CASH FLOWS  FROM INVESTING ACTIVITIES                                                    -                     -
-------------------------------------
                                                                                  ---------------       ---------------
CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------
      Net Change in Officer and Other Loans                                                37,502                88,738
      Proceeds from Exercise of Common Stock Warrants                                      19,000              -
                                                                                  ---------------       ---------------
                Net Cash Flows Provided by Financing Activities                            56,502                88,738
                                                                                  ---------------       ---------------
DECREASE IN CASH                                                                          (99,125)             (115,119)
----------------
CASH
----
      Beginning Balance                                                                   119,681               115,551
                                                                                  ---------------       ---------------
      Ending Balance                                                              $        20,556       $           432
                                                                                  ===============       ===============
</TABLE>


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

In August 2003, the Company issued 1,619,057 shares of common stock to Peter
Katevatis, Chairman and Chief Executive Officer and 71,557 shares of common
stock to Robert Alfano at its par value of $.01 per share, in accordance with
their anti-dilution rights agreements with the Company.

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 STATEMENTS OF OPERATIONS
                  WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
                                   (UNAUDITED)
                                   -----------


<TABLE>
<CAPTION>


                                                                                                    Weighted
                           Common 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 2003                  37,682,139                  -                 37,682,139
April 2003                  37,682,139                  -                 37,682,139
May 2003                    37,682,139                  -                 37,682,139
June 2003                   37,682,139                  -                 37,682,139
July 2003                   37,682,139                  -                 37,682,139
August 2003                 39,372,753                  -                 39,372,753
September 2003              39,372,753                  -                 39,372,753
October 2003                39,372,753                  -                 39,372,753
November 2003               39,372,753                  -                 39,372,753               38,433,523
</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") 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. To achieve this, management has entered
into an agreement with a consulting firm to be an advisor and explore options
for the Company to commercialize its technology, will seek 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.

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 the Company and
its wholly-owned inactive subsidiaries, Laser Diagnostics Instruments, Inc.
("LASER"), PHOTONICS FOR WOMEN'S ONCOLOGY, LLC ("PHOTONICS") and PROSCREEN, LLC
("PROSCREEN"). 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, 2003 and 2002 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
2003 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. Actual results could differ from those estimates.

     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 year. Diluted loss per share is the same as
basic loss per share, as the inclusion of common stock equivalents would be
antidilutive.

     ACCOUNTING FOR STOCK-BASED COMPENSATION

Effective February 28, 2003, the Company adopted 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 2004. At
November 30, 2003, the Company had one stock-based employee compensation plan.
The Company accounts for this plan under the intrinsic value recognition and
measurement principles of APB Opinion No. 25, "Accounting for Stock Issued to
Employees," and related interpretations.

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
stock-based employee compensation. For purposes of applying SFAS No. 123, the
estimated per share fair value of options granted during the nine-months ended
November 30, 2003 was $0.08. The fair value was estimated using the
Black-Scholes option-pricing model with the following weighted average
assumptions for the nine-months ended November 30, 2003 dividend yield of 0.00%;
volatility of 1.69; risk-free interest rate of 3.0%; and an expected life of 3
years.








                                       -6-

<PAGE>




<TABLE>
<CAPTION>

                                                          Nine Months Ended                    Three Months Ended
                                                             November 30,                         November 30,
                                                        2003               2002              2003               2002
                                                        ----               ----              ----               ----
<S>                                               <C>                <C>               <C>                        <C>
Net loss, as reported                             $       (562,978)  $       (358,080) $       (172,240)          (168,124)
Deduct:   Total stock-based employee
    compensation expense determined
    under fair value based method for all
    awards, net of related tax effects                    (161,549)           (38,859)        -                  -
                                                  ----------------   ----------------------------------   ----------------
$ro forma net loss                                $       (724,527)  $       (396,939) $       (172,240)          (168,124)
                                                  ================   ================  ================   ================
Loss per share:
    Basic - as reported                           $          0.015   $           0.01  $          0.005   $          0.005
                                                  ================   ================  ================   ================
    Basic - pro forma                             $          0.019   $           0.01  $          0.005   $          0.005
                                                  ================   ================  ================   ================
    Diluted - as reported                         $          0.015   $           0.01  $          0.005   $          0.005
                                                  ================   ================  ================   ================
    Diluted - pro forma                           $          0.019   $           0.01  $          0.005   $          0.005
                                                  ================   ================  ================   ================
</TABLE>


4.   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
was $30,000 at November 30, 2003 and February 28, 2003. Accrued interest at
November 30, 2003 and February 28, 2003 totaled $10,007 and $8,151,
respectively.

At times Mr. Katevatis advances funds to the Company to provide funding to pay
operational expenses as they became due. These advances do not accrue interest.
At November 30, 2003 and February 28, 2003, officer loans payable to Mr.
Katevatis were, $54,906 and $17,404 respectively.

On June 20, 2002, the Company entered into a $120,045 promissory note with the
Olive Cox Sleeper Trust (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. Accrued interest at
November 30, 2003 and February 28, 2003 was $21,243 and $10,439, respectively.





5.   Related Party Transactions

Legal services rendered by Mr. Katevatis, Chairman/CEO amounted to $37,500 for
the nine months ended November 30, 2003 and November 30, 2002. These amounts are
recorded in general and administrative

                                       -7-

<PAGE>



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 $13,093 in 2003 and $7,770 in 2002, 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 is the President and Chief Executive Officer of THM.
Expense reimbursements of $6,000 were accrued or paid to Mr. Engelhart for the
nine months ended November 30, 2003.


6.    Accrued Liabilities

Accrued liabilities consist of the following:


                                          November 30,            February 28,
                                          ------------            ------------
                                             2003                    2003
                                             ----                    ----

Legal and professional fees            $         325,354       $         275,000
Consulting and university fees                 1,124,415               1,002,915
Salaries and wages                             1,428,833               1,206,333
Other                                             86,505                  65,165
                                       -----------------       -----------------
                                       $       2,965,107       $       2,549,413
                                       =================       =================


Included in legal and professional fees as of November 30 , 2003 and February
28, 2003 is $275,000 and $237,500, respectively, for legal services rendered by
Mr. Katevatis (Note 5).

Included in Consulting and University Fees as of November 30, 2003 and February
28, 2003 is $1,080,818 and $959,318, respectively, owed to Dr. Alfano (Note 7)
with respect to his consulting agreement.

Included in salaries and wages as of November 30, 2003 and February 28, 2003 is
$1,356,332 and $1,206,333, respectively, owed to Mr. Katevatis in accordance
with his respective employment agreement (Note 7).

Included in salaries and wages as of November 30, 2003 is $72,500 owed to Mr.
Engelhart in accordance with his respective employment agreement (Note 7).




7.   Commitments and Contingencies

     Dr. Robert R. Alfano

The Company has a consulting agreement (the "Agreement") through March 2007 with
Dr. Robert R. Alfano, a principal stockholder of the Company and Chairman of its
Scientific Advisory Board. 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

                                       -8-

<PAGE>



to be rendered for approximately fifty 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 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. Since there has been no activity, no amounts have been paid
during the nine month periods ended November 30, 2003 and 2002.

     Other Royalties

The Company 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, 2003 and 2002.

     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, 2003 and 2002.

     Employment Agreements

Mr. Peter Katevatis, the Chief Executive Officer, Chairman and a stockholder of
the Company, has an employment 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 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
was to be paid $100,000 per annum. On April 26, 2003, Mr. Braginsky

voluntarily terminated employment as President and Chief Operating Officer of
the Company and waived all rights to any accrued compensation owed to him in
respect to this agreement, which was recorded as of February 28, 2003.

On April 23, 2003, the Company entered into a three-year employment agreement
with Mr. Michael Engelhart. Pursuant to the terms of the agreement, Mr.
Engelhart became the President and Chief Operating Officer of the Company and is
to be paid $120,000 per annum.

     Stock Option Commitments


                                       -9-

<PAGE>



The Board of Directors 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 stockholder 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
stockholders.

In connection with his employment agreement, the Company has granted stock
options under the Plan to Mr. Braginsky (former President of the Company). Such
stock options are exercisable upon the attainment of certain milestones as
defined in his employment agreement.

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. On April 26,
2003, Mr. Braginsky resigned from the Company and forfeited the stock options.

Mr. Engelhart 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
200,000 shares and at an option price of $1.00 per share for the remaining
1,800,000 shares. Mr. Engelhart's ability to exercise these options is subject
to a series of milestones described in his employment agreement. In the event
stockholders 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.

In connection with the Company's agreement with the RFCUNY, 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. The options can be exercised within a five year
period ending June 2007.


     STOCK WARRANT

Peter J. Katevatis, son of the Chairman and Chief Executive Officer, exercised a
warrant acquired through a prior company private placement on May 20, 2000 to
purchase 100,000 shares of the company's common stock for $19,000. The original
exercise price of these warrant shares was $.25 per share which was modified to
$.19 per share on March 5, 2003. The market value of Mediscience shares on March
5, 2003 was $0.13 per share. This warrant otherwise expired by its terms on
April 6, 2003.


     ANTI-DILUTION RIGHTS

The Company and Mr. Peter Katevatis have an anti-dilution rights agreement which
provides that Mr. Katevatis' ownership interest would at all times represent 17%
of the issued and outstanding shares of the Company. The anti-dilution rights
are exercisable at Mr. Katevatis' sole discretion. During the year ended
February 28, 2003, Mr. Katevatis exercised his right and requested the Company
issue 44,312 common shares. Under the terms of the anti-dilution rights and upon
Mr. Katevatis' request, the Company is obligated to issue an additional
1,619,057 common shares to meet the minimum 17% ownership interest in shares
issued and outstanding at February 28, 2003. In August 2003, 1,619,057 shares of
common stock of the Company were issued to Mr. Katevatis to satisfy the above
obligation.

The Company and Dr. Robert Alfano have an anti-dilution rights agreement which
provides that Dr. Alfano's

                                      -10-

<PAGE>



ownership interest would at all times represent 4% of the issued and outstanding
shares of the Company. The anti-dilution rights are exercisable at Dr. Alfano's
sole discretion. During the year ended February 28, 2003, Dr. Alfano exercised
his right and requested the Company issue 17,729 common shares. Under the terms
of the anti-dilution rights and upon Dr. Alfano's request, the Company is
obligated to issue an additional 71,557 common shares to meet the minimum 4%
ownership interest in shares issued and outstanding at February 28, 2003. In
August 2003, 71,557 shares of common stock of the Company were issued to Dr.
Alfano to satisfy the above obligation.


                                      -11-

<PAGE>




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


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. We have successfully conducted certain preclinical
and clinical evaluations, which continue to support our belief that our
proprietary technology, when fully developed, will be useful in the screening
and diagnosis of cancer. We also believe that our technology, if successfully
developed, will have substantial commercial appeal due to its non-invasive
character, its delivery of immediate, real time results, its enhanced diagnostic
sensitivity and specificity and its appeal to physicians who can generate
additional office revenues that currently accrue to an off site pathology
laboratory.

Our strategy is to commercialize early cancer detection devices based upon our
developed technology, completed prototype's, and expertise in the area of
Fluorescent Imaging. The Company formed "PROSCREEN, LLC" (June 3, 2003) and
PHOTONICS FOR WOMAN'S ONCOLOGY LLC (February 27, 2003), both LLC Company's are
wholly owned subsidiaries of Mediscience (MDSC) each with its own Intellectual
Property supported application. Our purpose is to maximize the value of the
Company's Intellectual Property. Our first LLC commercial effort "Photonics for
Women's Oncology LLC" will be in the area of early cancer detection for cervical
cancer. To that end, the Company possesses a working prototype and is in the
process of raising funds, securing a management team and is completing a plan in
an attempt to secure a 510k exemption from the FDA. The Company is also working
on early cancer detection devices in the areas of prostate (PROSCREEN), colon,
esophagus, and skin cancer and is encouraged by all results. Using LLC's we plan
to carefully select and prioritize our targeted diagnostic indications to
maximize the return on development and clinical investments. We regard our "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. We intend to use the LLC's as a funding vehicle to raise
capital from institutional and individual professional investor groups. MDSC
will license the requisite platform technologies to, and separately assign,
other segregated, mission-critical assets to each LLC and receive an upfront
license fee from each LLC entity. The licenses issued to a LLC will be framed as
exclusive, royalty-bearing, irrevocable, perpetual, sub-licensable, worldwide
licenses to make, have made, modify, use, market, sell and distribute the
platform technologies as part of or in connection with a product, process, or
machine for use in the niche markets identified by and granted to each LLC. MDSC
the parent company is entering into a management and corporate services
agreements with each subsequent LLC to provide certain administrative and
outsourced management services, in return for a management fee. These services
would include accounting, reporting, and financial back-office services; legal
services, including the defense of patent and other intellectual property claims
and rights against third parties that have infringed the subsidiary's
proprietary rights; financial and strategic advisory services; representation in
the process of in- licensing, out-licensing, and creating joint ventures and
alliances. MDSC will also continue to act as an intellectual property transfer
agent between LLC's and City University of New York (CUNY).

All above are "Safe Harbor" statements per the Private Securities Litigation
Reform Act of 1995 as certain matters and subject areas discussed in our
strategy and not historical or current facts but deal with future circumstances
and developments. The discussion of such matters and subject areas is qualified
by the inherent risks and uncertainties surrounding future expectations
generally and may also differ materially from our future experience involving
any or more of such matters and subject areas. Such risks and uncertainties
include overall economic trends, successful development of products and
regulatory matters including but not limited to FDA as well as those more fully
described from time to time in our reports filed with the SEC.

                                      -12-

<PAGE>




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.

Effective May 31, 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". Term: July 1, 2002 to
June 30, 2003. The Company is negotiating a new agreement and intends to
continue its research relationship with CUNY for technical and research
assistance in support of existing and anticipated clinical trials in the United
States.

Effective April 26, 2003, Michael Engelhart has been appointed President and
Chief Operating Officer ("COO") on a three-year contract with warrants expiring
on April 26, 2006. Mr. Engelhart is also President/CEO of THMGROUP LLC, Ramsey,
NJ as the Company's contracted and Board approved exclusive advisor to explore
options for the commercialization of its technology. On March 13, 2003 the
Company appointed Michael W. Engelhart to the Mediscience Board of Directors
effective immediately. Pursuant to the terms of his agreement MDSC shall pay him
an annual base salary of $120,000 (one hundred and twenty thousand dollars),
payable monthly in arrears (with the agreed exception of a $1,000.00 per month
stipend). On the date of this Agreement, MDSC will for $100.00 dollars grant to
him an incentive stock option / Warrant pursuant to the 1999 Plan (the "Option")
to purchase a total of 2,000,000 shares of MDSC common stock: this
option/warrants shall be effected as to any and all adjustment in the event of
any funding, stock splits, reverse stock splits, warrants, etc., excepting
however, contract rights, agreements anti-dilution rights, etc., (reflected in
corporate SEC filings) of Peter Katevatis Esq. and Dr. Robert Alfano founders.

     1.   200,000 shares of MDSC common stock at the option price of $.025 cents
          per share

     2.   1,800,000 shares of MDSC common stock at the option price of $1.00 per
          share (600,000-600,000- 600,000) representing Employee's contract
          warrants to purchase a total of 1,800,000 MDSC common shares shall be
          subject to annual review and the satisfaction of milestones. Each, a
          "Critical Milestone") described in the Business Plan (i.e., the
          completion on budget of;

          (i)   Preclinical toxicity studies within reasonable time of the
                initial funding contemplated by the Business Plan (the "Initial
                Funding Date"),

          (ii)  Device development and preclinical validation within a
                reasonable time period of the Initial Funding Date,

          (iii) Phase I and II clinical trials within reasonable time of the
                Initial Funding Date,

          (iv) Phase 111 clinical trials and PMA submission to the FDA,

          (v)  PMA approval within reasonable time of the Initial Funding Date.

The Board has adopted an incentive stock option plan (the "1999 Plan") complying
with Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),
and will recommend the 1999 Plan to MDSC's stockholders for their approval at a
subsequent annual meeting of shareholders of MDSC. The 1999 Plan permits holders
of options granted there-under to pay the exercise price due upon their exercise
of such options

                                      -13-

<PAGE>



either with cash or shares of MDSC Common Stock valued at the fair market value
of such shares at the time of such exercise. The 1999 Plan will provide for the
maximum periods permitted by the Code during which the Option can be exercised
following the death, permanent and total disability or termination of
employment. 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 day the milestones are achieved.

Effective April 26, 2003 Mr. Sidney Braginsky, former President/COO, and the
Company agreed to the total and immediate nullification and termination of his
July 9, 2001 agreement with Mediscience Technology Corp. together with all its
terms and conditions, including any claim for accruals in salary and/or expenses
effective retroactively as of July 9, 2001. Mr. Sidney Braginsky will continue
as an active Board member, his compensation to be the same as all other Board
members. He will provide compensated consulting services to the Board and new
President/COO Michael Engelhart as needed see 8-K Reported January 22, 2003.

Effective June 10, 2002 and unanimously approved by the Board of Directors May
30, 2002 Registrant executed a new contract with the Research Foundation City
University of New York (RFCUNY), that supercedes all prior agreements with
(RFCUNY), restructures all MTC debt to RFCUNY and reduces MTC royalty rate from
5% to 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 and 3.
-------------------------------------------------------------------------------
Registrant's issuing a five (5) year Warrant to (RFCUNY) providing (RFCUNY) the
-------------------------------------------------------------------------------
right to purchase six hundred thousand (600,000) SEC 144 shares at one dollar
-----------------------------------------------------------------------------
($1.00) per share. The agreement protects Registrant by affirming Registrant's
-----------------
ownership and/or exclusive license of all MEDICAL APPLICATIONS embodied in
Registrants patent list attached to the contract as Exhibit A. RFCUNY has a
prior warrant to purchase five hundred thousand (500,000) shares of Mediscience
common Rule 144 shares at one dollar ($1.00) per share expiring December 31,
2003. Total warrants presently in RFCUNY for Mediscience common SEC 144 shares
------------------------------------------------------------------------------
is One Million one hundred thousand (1,100,000). See 8-K filed June 12, 2002.
------------------------------------------------

On June 20, 2002, the Company entered into a $120,045 promissory note with the
Olive Cox Sleeper Trust (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.


In relation to the sale of unused State of New Jersey Net Operating Losses, the
Company entered into a three- year agreement on favorable terms (83.3%) with a
New Jersey taxpayer, Public Service Electric and Gas Co. ("PSE&G")to purchase
the NOL. On September 27, 2001 Peter Katevatis Esq. Successfully re-negotiated
this percentage increasing it from 83.3% to 87.0%. On November 16, 2001 our
second application for 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. Under
the terms of our agreement with PSE&G the Company received $241,867 in proceeds
on January 3, 2002. The Company filed for tax benefits in the fiscal year 2003
pursuant its existing agreement with PSE&G of New Jersey and received $217,712
on December 20, 2002 on the same terms and conditions of 87.0%. This completed
                                                                --------------
the present three-year contract relationship with PSE&G and effectively used all
--------------------------------------------------------------------------------
of the Company's available NOL.
-------------------------------

Critical Accounting Policies

                                      -14-

<PAGE>



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. 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.




                                      -15-

<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
          -------------------------------------------

          Explanation 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(c)) 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.

          Changes in internal control over financial reporting. There were no
          changes in our internal control over financial reporting identified in
          connection with the evaluation required by paragraph (d) of Exchange
          Act Rules 13a-15 of 15d-15 that occurred in the third quarter that
          have materially affected, or are reasonably likely to materially
          affect, our internal control over financial reporting.

Item 6.   Exhibits and Reports on Form 8-K
          --------------------------------

          See Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
          2002

          8-K Report dated December 3, 2003 - Registrant, reports herein the
          contractual acquisition of two exclusive and material world-wide
          licenses for US patent applications recently filed by The Research
          Foundation City University of New York (RFCUNY).

          1. "Stokes-Shift Fluorescence Spectroscopy for Detection of Disease
          and Physiological State of Specimen" and

          2. "Three-Dimensional Radiative Transfer Tomography for Turbid Media."



          The work results from the Company's continual 10 year + University
          research funding relationship. The patents, when issued, would extend
          and continue the Company's core technology for an additional

                                      -16-



<PAGE>



17+ years, thus maintaining Registrants "Intellectual Property" leadership in
the Optical Biopsy field.


                                      -17-