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, 2002 Commission File Number 0-7405

                          MEDISCIENCE TECHNOLOGY CORP.
--------------------------------------------------------------------------------
  (Exact Name of Registrant as Specified in its Certificate of Incorporation)

                                   New Jersey
--------------------------------------------------------------------------------
         (State or other jurisdiction on incorporation or organization)

                                   22-1937826
--------------------------------------------------------------------------------
                    (I.R.S. Employer Identification Number)


               1235 Folkestone Way, Cherry Hill, New Jersey 08034
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

       (Registrant's telephone number, including area code) 856-428-7952
                                                            ------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [ X ] No [  ]

Registrant has not been involved in bankruptcy  proceedings during the preceding
five years.

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of May 31, 2002.

   Title of Class                                  Number of Shares Outstanding
   --------------                                  ----------------------------
Common Stock, par value
$.01 per share                                                36,976,870

<PAGE>


                          MEDISCIENCE TECHNOLOGY CORP.
                          ----------------------------
                                  MAY 31, 2002
                                  ------------


                                      INDEX
                                      -----


                                                                    PAGE
                                                                    ----
PART I.   Financial Information
Item 1.   Consolidated Financial Statements
          Consolidated Balance Sheets as at May 31, 2002
          (Unaudited) and February 28, 2002 (Audited)                 1
          Consolidated Statement of Operations for the
          Three Months Ended May 31, 2002 (Unaudited)
          and May 31, 2001 (Unaudited)                                2
          Consolidated Statement of Cash Flows for the
          Three Months Ended May 31, 2002 (Unaudited)
          and May 31, 2001 (Unaudited)                                3
          Exhibit to Statements of Operations                         4
          Notes to Financial Statements                             5 - 9
Item 2.   Management's Plan of Operation                           10 - 12
PART II.  Other Information                                        13 - 14
Item 1.   Legal Proceedings
Item 2.   Changes in Securities
Item 3.   Defaults Upon Senior Securities
Item 4.   Submission of Matters to Vote of Security Holders
Item 5.   Other Information
Item 6.   Exhibits and Reports on Form 8-K


<PAGE>


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

                                     ASSETS
                                     ------

                                                       May 31, 2002      February 28, 2002
                                                       (Unaudited)          (Audited)
                                                       ------------      -----------------
CURRENT ASSETS
--------------
<S>                                                   <C>                 <C>
   Cash and Cash Equivalents                           $     56,476        $    115,551

PROPERTY, PLANT AND EQUIPMENT
-----------------------------
   Net of Accumulated Depreciation $203,010
    May 31, 2002; $202,689 - February 28, 2002                  967               1,289
                                                       ------------        ------------

TOTAL ASSETS                                           $     57,443        $    116,840
------------                                           ============        ============

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

CURRENT LIABILITIES
-------------------
   Accounts Payable                                    $      8,488        $     13,373
   Accrued Liabilities                                    2,643,271           2,503,960
   Officer and Other Loans                                   56,569              78,711
                                                       ------------        ------------
        Total Current Liabilities                         2,708,328           2,596,044
                                                       ------------        ------------
STOCKHOLDERS' DEFICIT
---------------------
   Common Stock $.01 Par Value, Authorized
    39,950,000 Shares; Outstanding - 36,976,870 Shares
    - May 31, 2002 and February 28, 2002                    369,769             369,769
   Additional Paid-in Capital                            18,400,490          18,400,490
   Accumulated Deficit                                  (21,421,144)        (21,249,463)
                                                       ------------        ------------
        Total Stockholders' Deficit                      (2,650,885)         (2,479,204)
                                                       ------------        ------------
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT              $     57,443        $    116,840
-----------------------------------------              ============        ============
</TABLE>


         "See Accompanying Notes to Consolidated Financial Statements."


                                       1
<PAGE>

<TABLE>
<CAPTION>
                          MEDISCIENCE TECHNOLOGY CORP.
                          ----------------------------
                      CONSOLIDATED STATEMENT OF OPERATIONS
                      ------------------------------------
                FOR THE THREE MONTHS ENDED MAY 31, 2002 AND 2001
                ------------------------------------------------
                                   (UNAUDITED)
                                   -----------



                                                                THREE MONTHS
                                                                ------------
                                                         2002                2001
                                                         ----                ----
<S>                                                 <C>                 <C>
Net Sales                                            $         --          $       --
Cost of Sales
     Gross Profit                                              --                  --
                                                     ------------        ------------
General and Administrative Expense                        160,663             159,514
Product Development Expense                                    --                  --
Advertising, Travel and Marketing                          11,313               7,136
                                                     ------------        ------------
     Total Expenses                                       171,976             166,650

Other Income                                                  295                  67
                                                     ------------        ------------

Loss Before Extraordinary Item                           (171,681)           (166,583)


Net Loss                                             $   (171,681)       $   (166,583)
                                                     ============        ============

Net Loss Per Common Share, Basic and Diluted         $     (0.005)       $     (0.005)
                                                     ============        ============

Weighted Average Number of Shares
 of Common Stock Outstanding                           36,976,870          36,276,130
                                                     ============        ============
</TABLE>


         "See Accompanying Notes to Consolidated Financial Statements."

                                       2
<PAGE>

<TABLE>
<CAPTION>

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




                                                                 2002            2001
                                                                 ----            ----
CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------
<S>                                                          <C>               <C>
   Net Loss                                                   $(171,681)        $(166,583)
   Adjustment for Item Not Requiring Cash Outlay
       Depreciation                                                 322               878
                                                              ---------         ---------
       Subtotal                                                (171,359)         (165,705)

   Changes in Assets and Liabilities:
       Increase (Decrease) in Accounts Payable                   (4,885)           (4,893)
       Increase (Decrease) in Other Accrued Liabilities         139,311           150,257
       Increase (Decrease) In Officer and Other Loans           (22,142)           14,555
                                                              ---------         ---------
            Net Cash Flows (Used for) Operating Activities      (59,075)           (5,786)
                                                              ---------         ---------

CASH FLOWS FROM INVESTING ACTIVITIES                                 --                --
------------------------------------
                                                              ---------         ---------
CASH FLOWS FROM FINANCING ACTIVITIES                                 --                --
------------------------------------
                                                              ---------         ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                (59,075)           (5,786)
------------------------------------------------              ---------         ---------
CASH AND CASH EQUIVALENTS
-------------------------
   Beginning Balance                                            115,551             7,120
                                                              ---------         ---------
   Ending Balance                                             $  56,476         $   1,334
                                                              =========         =========
</TABLE>


         "See Accompanying Notes to Consolidated Financial Statements."




                                       3
<PAGE>

<TABLE>
<CAPTION>


                       EXHIBIT TO STATEMENTS OF OPERATIONS
                  WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING




                    Common                                                           Weighted
                    Stock                                                             Average
                $.01 Par Value              Common              Number of            Number of
                  Issued and                Stock                 Shares              Shares
                 Outstanding             Equivalents           Outstanding          Outstanding
              ------------------        --------------       ----------------    ------------------
<S>             <C>                         <C>               <C>                  <C>
March 2002       36,976,870                  --                36,976,870
April 2002       36,976,870                  --                36,976,870
May 2002         36,976,870                  --                36,976,870           36,976,870

</TABLE>



                                     4
<PAGE>




                          Notes to Financial Statements

1.    Management Plans and Going Concern Matters

     The Company expects to incur substantial expenditures to further the
     development and commercialization of its products. To achieve this,
     management 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.

     The Company has no revenues, incurred significant losses from operations,
     has an accumulated deficit and a highly leveraged position that raises
     substantial doubt about the Company's ability to continue as a going
     concern. The consolidated financial statements do not include any
     adjustments relating to recoverability and classification of recorded asset
     amounts or the amount and classification of liabilities that might be
     necessary should the Company be unable to continue as a going concern. The
     ability of the Company to continue as a going concern and the
     appropriateness of using the going concern basis are dependent upon, among
     other things, (i) the Company's ability to obtain capital resources to fund
     operations (ii) the Company's ability to create and implement a strategic
     business plan, and (iii) the Company's ability to generate sufficient cash
     from operations to meet its obligations.

2.    Nature of Operations and Basis of Presentation

     The Company is engaged in the design and development of diagnostic medical
     devices that detect cancer using light induced native tissue fluorescence
     spectroscopy to distinguish between pre- malignant, malignant, and normal
     or benign tissue.

     The consolidated financial statements include the accounts of the Company
     and its subsidiaries. All significant intercompany balances and
     transactions have been eliminated in consolidation.

     The consolidated financial statements as of and for the three month periods
     ended May 31, 2002 and 2001 are unaudited and are presented pursuant to the
     rules and regulations of the Securities and Exchange Commission.
     Accordingly, these consolidated financial statements should be read in
     conjunction with the consolidated financial statements and notes thereto
     contained in the Company's 2001 Annual Report on Form 10-K. In the opinion
     of management, the accompanying consolidated financial statements reflect
     all adjustments (which are of a normal recurring nature) necessary for a
     fair statement of the results for the interim periods, but are not
     necessarily indicative of the results of operations for a full fiscal year.

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.


                                       5
<PAGE>


4.    Related Party Transactions

     Legal services rendered by Mr. Katevatis amounted to $12,500 for the three
     months ended May 31, 2002 and May 31, 2001. These amounts are recorded in
     general and administrative expense.

     As part of Mr. Katevatis' employment agreement, the Company pays property
     taxes and certain operating expenses on the home of Mr. Katevatis in lieu
     of rent, since the Company's operations are located in Mr. Katevatis' home.
     Expenses recognized were $825 and $553 in 2002 and 2001, respectively.


5.    Other Accrued Liabilities

Accrued liabilities consist of the following:


                                   May 31, 2002        February 28, 2002
                                   ------------        -----------------

Legal and professional fees      $       274,750       $        256,418
Consulting and university fees         1,165,232              1,125,731
Salaries and wages                     1,159,000              1,081,000
Other                                     44,289                 40,811
                                 ---------------       ----------------
                                 $     2,643,271       $      2,503,960
                                 ===============       ================


     Included in legal and professional fees as of May 31, 2002 and February 28,
     2002 is $200,000 and $187,500, respectively, for legal services rendered by
     Mr. Katevatis (Note 4).

     Included in research and development as of May 31, 2002 and February 28,
     2002 is $838,151 and $797,318, respectively, owed to Dr. Alfano (Note 6)
     with respect to his consulting agreement.

     Included in salaries and wages as of May 31, 2002 and February 28, 2002 is
     $1,056,333 and $1,006,333, respectively, owed to Mr. Katevatis and $102,667
     and $74,667, respectively, owed to Mr. Braginsky in accordance with their
     respective employment agreements.

6.   Commitments and Contingencies

     Dr. Robert R. Alfano

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




                                       6
<PAGE>



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

     Other Royalties

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

     Employment Agreements

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

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

     Stock Option Commitments

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

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



                                       7
<PAGE>



     Mr. Castellana was granted options to purchase up to 914,373 shares of the
     Company's common stock at an option price of $.32 per share, which is
     subject to a series of milestones as described in his employment contract.
     As of June 1, 2001 Mr. Castellana resigned from the Corporation and
     forfeited the stock options. In prior years the Company disclosed in its
     footnotes that Mr. Castellana's stock options were granted and outstanding.
     The disclosure of Mr. Castellana's stock option award has been moved to the
     commitments and contingencies footnote because the Plan has not been
     approved by the Company's shareholders. There is no financial statement
     impact to this change in disclosure.

     Mr. Braginsky was granted options to purchase up to 2,000,000 shares of the
     Company's common stock at an option price of $.25 per share for the first
     150,000 shares and at an option price of $1.00 per share for the remaining
     1,850,000 shares. Mr. Braginsky's ability to exercise these options is
     subject to a series of milestones described in his employment agreement. In
     the event shareholders approve the Plan and these options become
     exercisable, the Company would record the estimated fair value of the award
     in accordance with the expense recognition method as described in APB 25.

7.   Subsequent Events

     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.  As of May 31, 2002 and
     February 28, 2002, the Company owed "RFCUNY" $283,404, which is included in
     accrued consulting and university fees.

     On June 10, 2002,  the parties  entered into an agrement to amend the terms
     and  conditions  of their  previous  arrangements  to  reduce  the  royalty
     percentage  charged.  The parties also agreed to restructure  the liability
     owed to "RFCUNY" by the Company issuing 283,228 shares of common stock at a
     price  of $.25 per  share as  repayment  of 25% of the  obligation;  a cash
     payment of $85,045,  which  represented 30% of the  obligation;  and a five
     year option to purchase  600,000  shares of the Company  stock at $1.00 per
     share  for  the  remaining  45%  of the  obligation.  These  shares  can be
     exercised at anytime within a five year period ending June 2007.


     Mediphotonics  Laboratory At The Institute Of Ultrafast Spectroscopy Of The
     City University of New York

     Promisory Note

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



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


     The Company is engaged in the design and development of diagnostic medical
     devices that detect cancer using light induced native tissue fluorescence
     spectroscopy to distinguish between pre- malignant, malignant, and normal
     or benign tissue. Both pre-clinical and clinical study results support the
     Company's belief that its proprietary technology, when fully developed,
     will be a useful and commercially viable adjunct to the physician for
     screening and diagnosis of cancer and molecular physiological changes in
     tissue/organs.

     While we believe that our diagnostic technology will be broadly useful in
     multiple organ systems, each approved indication will require a separate,
     costly and time-consuming pre-marketing approval (PMA). We plan to
     carefully select and prioritize our targeted indications to maximize the
     return on development and clinical investments. We regard our seminal U.S.
     "516" and other related patents (such as 5, 131, 398) as pioneering,
     blocking and dominant in the area of cancer diagnosis using fluorescence
     spectroscopy both in-vivo and in-vitro.

     Until July, 1998, the Company provided annual funding grants to the
     Mediphotonics Laboratory of the City University of New York in accordance
     with a budget of activities and expenditures negotiated between the Company
     and the University. The arrangement was renewable annually and could be
     terminated without cause by either party upon 90 days prior written notice.
     The contract with CUNY was extended by agreement at no cost until October
     1, 1998. Because of funding limitations, the Company was unable to renew
     its contract following expiration of the October, 1998 extension. Effective
     June 10, 2002 the Company executed a new agreement with "The Institute for
     Ultrafast Spectroscopy and Lasers Center for Ultrafast Photonics and
     Mediphotonics Laboratory of City University of New York". The agreement
     with a term of July 1, 2002 to June 30, 2003, provides continual technical
     and research assistance to the Company in support of existing and
     anticipated clinical trials in the United States and India.

     In April, 1999, the Company and the City University initiated a joint
     effort with Sarnoff Corporation of Princeton NJ for the purpose of
     developing a commercial imaging system based on the Company's technology,
     and on the engineering background and expertise, and certain proprietary
     technology of Sarnoff.

     Effective July 9th 2001 Peter Katevatis, Esq. Chairman CEO on behalf of the
     Company entered into a three year employment relationship with Mr. Sidney
     Braginsky as the new President and COO. Mr. Braginsky was formerly with
     OLYMPUS OPTICAL LTD for 27 years most recently as President CEO of OLYMPUS
     AMERICA, Inc., the Olympus US subsidiary. OLYMPUS LTD. is a multi-national
     corporation headquartered in Tokyo Japan and a world leader in microscopes,
     endoscopes, automatic blood and fluid chemistry analyzers measuring
     research, industrial and consumer products. The Company will seek
     investment and/or corporate partners to support the funding of a joint
     effort between itself, Sarnoff Corporation, and the Mediphotonics
     Laboratory of the City University of New York to develop and commercialize
     an advanced, second generation version of its proprietary two-dimensional
     fluorescence imaging system for early cancer detection. Mr. Braginsky is a
     present board member of, NOVEN Pharmaceuticals, REDOX Pharmaceuticals,
     ELECTRO-OPTICAL SYSTEMS, Inc., ESTEK CARDIOLOGY, Chairman of Double D
     Venture Funds LLC and Chairman of the Board of City College of New York's
     Robert Chambers Laboratory.




                                       9
<PAGE>



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

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

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

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

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

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

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


     On June 14, 2001 Peter Katevatis, Esq. Chairman CEO entered into an
     agreement with Drexel University, a Pennsylvania non-profit institution of
     higher education wherein the parties agreed to explore a mutually
     satisfactory arrangement or collaboration to develop uses for Mediscience's
     technology in the field of fluorescence medical imaging. Drexel's
     successful efforts leading to such funding would provide Drexel with
     compensation and/or equity interest from Mediscience. This contract matter
     is in continued negotiations with outside counsel acting for Drexel.

     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.

     Previously two important derivative issues related to the Company's
     research and licensing agreements with the City University of New York. The
     Company had an outstanding financial obligation to the University for work
     conducted during the period August 1997 through July 1998. In 1999, an
     agreement was reached to extend the time for payment until June 30, 2000.
     In October 2000, the Company and the City University entered into a second
     agreement, which further extended the time for payment until October 31,
     2001. The time period for negotiating a minimum royalty agreement on
     certain patents,




                                       10
<PAGE>


     which have or will pass the five-year period for commercialization, was
     also extended until October 31, 2001. In addition, according to the terms
     of our research and licensing agreement with the University, the Company
     must negotiate a minimum royalty Agreement within 5 years of the date of
     filing for all licensed patents for which product commercialization has not
     yet occurred. As of the date of this filing, nine patents for which the
     Company has an exclusive license from the Research Foundation have passed
     the five-year commercialization window. The Company had negotiated with the
     Research Foundation and extended the period of exclusivity for this
     intellectual property. The Company holds and totally owns certain patents
     independent of CUNY that are not so affected which are seminal to its basic
     technology. Effective June 10, 2002 the Company executed a new contract
     with the Research Foundation City University of New York (RFCUNY),
     unanimously approved by the Board of Directors May 30, 2002 that supercedes
     all prior agreements with (RFCUNY), erases all MTC debt to RFCUNY and
     reduces MTC royalty rate from 5% of 3.25% as to all patent/patent
     applications of a Medical nature in exchange for the following
     consideration to (RFCUNY): 1. Registrant's cash payment of $85,045.00, 2.
     Registrant's issuance to RFCUNY of 283,228 SEC 144 shares. 3. Registrant's
     issuing a five (5) year 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. Registrant
     contractually can at any time cancel the five (5) year Warrant to (RFCUNY)
     during the 5 years with a non-interest bearing cash payment and avoid the
     issuance of the 600,000 shares.

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

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

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


                                       11
<PAGE>


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



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

           None

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

           See Item No. 6

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

           None

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

           None

Item 5.    Other Information
           -----------------

           None

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

          On or about June 12, 2002 the Company filed a Form 8-K, as follows,
          which was subsequently ammended with an 8-KA filed on June 30, 2002:

     A.   Effective June 10, 2002 and unanimously approved by the Board of
          Directors May 30, 2002 Registrant executed a new contract with the
          Research Foundation City University of New York (RFCUNY), that
          supercedes all prior agreements with (RFCUNY), erases all MTC debt to
          RFCUNY and reduces MTC royalty rate from 5% to 3.25% as to all
          patent/patent applications of Medical nature in exchange for the
          following consideration to (RFCUNY): 1. Registrant's cash payment of
          $85,045.00, 2. Registrant's issuance to RFCUNY of 283,228 SEC 144
          shares. 3. Registrant's issuing a five (5) year 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 (500,0000 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).



                                       12
<PAGE>


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

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

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

                                       13
<PAGE>


                                   SIGNATURES



     PURSUANT TO THE  REQUIREMENTS  OF THE  SECURITIES AND EXCHANGE ACT OF 1934,
     THE  REGISTRANT  HAS DULY  CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY
     THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.


                          MEDISCIENCE TECHNOLOGY CORP.
                          ----------------------------
                                  (REGISTRANT)







DATE: ___________________           By: /s/ Peter Katevatis
                                        ----------------------------------------
                                        PETER KATEVATIS
                                        Chairman/CEO

                                    By: /s/ John M. Kennedy
                                        ----------------------------------------
                                        JOHN M. KENNEDY
                                        Treasurer
                                        Chief Accounting Officer