FORM 10-QSB/A

                       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 August 31, 2001 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 August 31, 2001.

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

Common Stock, par value
$.01 per share                                               36,856,130
Preferred Stock, par value                                      2,074
$.01 per share


<PAGE>


                          MEDISCIENCE TECHNOLOGY CORP.
                          ----------------------------
                                 AUGUST 31, 2001
                                 ---------------


                                      INDEX
                                      -----


                                                                          PAGE
                                                                          ----
PART I.   Financial Information
Item 1.   Consolidated Financial Statements
          Consolidated Balance Sheets as at August 31, 2001
          (Unaudited) and February 28, 2001 (Audited)                      1
          Consolidated Statement of Operations for the Six and
          three Months Ended August 31, 2001 (Unaudited) and
          August 31, 2000 (Unaudited)                                      2
          Consolidated Statement of Cash Flows for the Six
          Months Ended August 31, 2001 (Unaudited) and August
          31, 2000 (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
Item 1.   Legal Proceedings
Item 2.   Changes in Securities
Item 3.   Defaults Upon Senior Securities
Item 4.   Submission of Matters to Vote of Security Holders
Item 5.   Other Information
Item 6.   Exhibits and Reports on Form 8-K


<PAGE>


                          MEDISCIENCE TECHNOLOGY CORP.
                          ----------------------------
                      CONSOLIDATED BALANCE SHEETS (AMENDED)
                      -------------------------------------

                                     ASSETS
                                     ------

<TABLE>
<CAPTION>
                                                                            August 31, 2001         February 28, 2001
                                                                              (Unaudited)               (Audited)
                                                                              -----------               ---------
<S>                                                                            <C>                      <C>
CURRENT ASSETS
      Cash                                                                     $     6,155              $    7,120
      Other Assets                                                                      --                      --
                                                                               -----------              ----------
           Total Current Assets                                                      6,155                   7,120
                                                                               -----------              ----------
PROPERTY, PLANT AND EQUIPMENT
      Net of Accumulated Depreciation $200,933 -
        August 31, 2001; $199,178 - February 28, 2001                                3,044                   4,800
                                                                               -----------              ----------

TOTAL ASSETS                                                                       $ 9,199                 $11,920
                                                                               ===========              ==========

<CAPTION>
                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                    ----------------------------------------
<S>                                                                            <C>                      <C>
CURRENT LIABILITIES
      Accounts Payable                                                         $     2,951              $   14,943
      Other Accrued Liabilities                                                  2,233,019               2,127,028
      Officer and Other Loans                                                      167,729                 152,229
                                                                               -----------              ----------
           Total Current Liabilities                                             2,403,699               2,294,200
                                                                               -----------              ----------
STOCKHOLDERS' DEFICIENCY
      Preferred Stock - $.01 Par Value; Authorized
        50,000 Shrs; Outstanding 2,074 Shrs;
        (Preference on Liquidation $20,740)                                             21                      21
      Common Stock $.01 Par Value, Authorized
        39,950,000 Shares; Outstanding 36,856,130 Shares - August 31, 2001;
        36,276,130 Shares - February 28,
        2001                                                                       368,561                 362,761
      Additional Paid-in Capital                                                18,390,177              18,274,977
      Accumulated Deficit                                                      (21,153,259)            (20,920,039)
                                                                               -----------              ----------
           Total Stockholders' Deficiency                                       (2,394,500)             (2,282,280)
                                                                               -----------              ----------
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIENCY                                   $     9,199              $   11,920
                                                                               ===========              ==========

</TABLE>

         "See Accompanying Notes to Consolidated Financial Statements."

                                        1


<PAGE>


                          MEDISCIENCE TECHNOLOGY CORP.
                          ----------------------------
                 CONSOLIDATED STATEMENT OF OPERATIONS (AMENDED)
                 ----------------------------------------------
           FOR THE SIX AND THREE MONTHS ENDED AUGUST 31, 2001 AND 2000
           -----------------------------------------------------------
                                   (UNAUDITED)
                                   -----------



<TABLE>
<CAPTION>
                                                         SIX MONTHS                     THREE MONTHS
                                               ----------------------------     ---------------------------
                                                   2001            2000             2001           2000
                                                   ----            ----             ----           ----
<S>                                            <C>              <C>             <C>             <C>
Net Sales                                      $        --      $        --     $         --    $        --
Cost of Sales                                           --               --               --             --
                                               -----------      -----------     ------------    -----------
      Gross Profit                                                                        --             --
General and Administrative Expense                 199,340          362,224           39,826        187,618
Product Development Expense                           -              -             -              -
Advertising, Travel and Marketing                   34,005           35,541           26,869         17,123
                                               -----------      -----------     ------------    -----------
      Total Expenses                               233,345          397,765           66,695        204,741
                                               -----------      -----------     ------------    -----------
Other Income                                           125              388               58            164
                                               -----------      -----------     ------------    -----------
Net Loss                                       $  (233,220)     $  (397,377)    $    (66,637)   $  (204,577)
                                               ===========      ===========     ============    ===========
Net Loss Per Common Share, Basic
    and Diluted                                $      (.01)     $      (.01)    $      (.002)   %     (.006)
                                               ===========      ===========     ============    ===========
Weighted Average Number of Shares
  of Common Stock Outstanding                   36,469,463       36,159,463       36,662,797     36,226,130
                                               ===========      ===========     ============    ===========

</TABLE>

         "See Accompanying Notes to Consolidated Financial Statements."

                                        2


<PAGE>


                          MEDISCIENCE TECHNOLOGY CORP.
                          ----------------------------
                 CONSOLIDATED STATEMENT OF CASH FLOWS (AMENDED)
                 ----------------------------------------------
                FOR THE SIX MONTHS ENDED AUGUST 31, 2001 AND 2000
                -------------------------------------------------
                                   (UNAUDITED)
                                   -----------


<TABLE>
<CAPTION>

                                                                      2001               2000
                                                                      ----               ----
<S>                                                                 <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
      Net Loss                                                      $(233,220)        $(397,377)
      Adjustment for Item Not Requiring Cash Outlay
           Depreciation                                                 1,756             1,894
           Stock Issued for Services                                   76,000            65,000
                                                                    ---------         ---------
           Subtotal                                                  (155,464)         (330,483)
      Changes in Assets and Liabilities:
           Decrease in Other Assets                                        --            20,191
           Increase (Decrease) in Accounts Payable                    (11,992)           (1,586)
           Increase (Decrease) in Other Accrued Liabilities           105,991           259,886
           Increase (Decrease) In Officer and Other Loans              15,500             1,237
                                                                    ---------         ---------
                Net Cash Flows Used for Operating Activities          (45,965)          (50,755)
                                                                    ---------         ---------

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

CASH FLOWS FROM FINANCING ACTIVITIES

      Proceeds from Issuance of Common Stock                           45,000            37,500
                                                                    ---------         ---------
DECREASE IN CASH                                                         (965)          (13,255)
CASH
      Beginning Balance                                                 7,120            17,066
                                                                    ---------         ---------
      Ending Balance                                                $   6,155         $   3,811
                                                                    =========         =========
</TABLE>


         "See Accompanying Notes to Consolidated Financial Statements."

                                        3


<PAGE>

                       EXHIBIT TO STATEMENTS OF OPERATIONS
                       -----------------------------------
                  WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
                  ---------------------------------------------
                                    (AMENDED)
                                    ---------


<TABLE>
<CAPTION>

                              Common                                             Weighted
                              Stock                                               Average
                          $.01 Par Value        Common         Number of        Number of
                            Issued and          Stock            Shares           Shares
                           Outstanding       Equivalents      Outstanding       Outstanding
                          --------------     -----------      -----------       -----------
<S>                         <C>                       <C>      <C>              <C>
March 2001                  36,276,130                --       36,276,130
April 2001                  36,276,130                --       36,276,130
May 2001                    36,276,130                --       36,276,130
June 2001                   36,276,130                --       36,276,130
July 2001                   36,856,130                --       36,856,130
August 2001                 36,856,130                --       36,856,130       36,469,463


</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
recover ability 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 and six month
periods ended August 31, 2001 and 2000 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 2000 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

                                        5


<PAGE>


of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

4.   Related Party Transactions

In May 1992, the Company entered into a five-year employment agreement with
Peter Katevatis, then Chief Executive Officer, President and Stockholder of the
Company. Pursuant to the terms of such agreement, Mr. Katevatis was to be paid
$190,000 per year, plus annual increases based on the consumer price index. The
employment agreement further provided for a bonus and fringe benefits in
accordance with policies and formulas mutually agreed upon by Mr. Katevatis and
the Board of Directors.

In January 1996, the Company elected a new President and Chief Executive
Officer, Herbert L. Hugill. Mr. Katevatis remained Chairman and Treasurer of the
Company. Accordingly, the employment agreement with Mr. Katevatis was amended
effective March 1, 1996 providing for an annual salary of $100,000 per year for
the next three years. In connection with this amendment, in March 1996, the
Company issued 552,664 restricted shares of the Company's common stock of Mr.
Katevatis, which was recorded as additional compensation expense in fiscal 1997
of $453,184. All other provisions of the agreement remained the same.

Pursuant to the terms of an employment agreement, Mr. Hugill, was to be paid
$50,000 per annum, was issued options to purchase 200,000 shares of the
Company's stock, and was to receive warrants to purchase shares equal to 5% of
the number of common shares outstanding on January 18, 1996 (or up to 10% as of
such date at the discretion of the Board of Directors) at an option price of
$1.00 per share, upon the attainment of certain milestones in the future. On
January 31, 1997, Mr. Hugill resigned as President and Chief Executive Officer
of the Company and the 200,000 options were cancelled. The warrant agreement was
amended and effective January 31, 1997, Mr. Hugill was granted a warrant to
purchase up to 473,220 shares of the Company's common stock at a price of $1.00
per share. This warrant is exercisable at any time through July 2003 except for
315,480 shares which is exercisable only upon the attainment of certain
milestones. Compensation expense will be recognized for the difference between
the warrant price and the fair market value of the stock at the date that the
milestones are attained. As of August 31, 2001, no milestones have been
achieved.

In addition, the Company issued 50,000 shares of common stock to Mr. Hugill upon
his termination. The Company recorded $37,500 as compensation expense for the
fair value of the shares issued.

In February 1997, Mr. Katevatis resumed the role as President and Chief
Executive Officer. Accordingly, the employment agreement with Mr. Katevatis was
amended for an annual salary of $200,000 per year. In August 1999, the Board of
Directors approved the extension of Mr. Katevatis's existing contract from March
5, 2002 to March 5, 2007, maintaining all other original contract terms and
conditions.


                                        6


<PAGE>


Legal services rendered by Mr. Katevatis amounted to $25,000 for the six months
ended August 31, 2001 and 2000 and $12,500 for the three months ended August 31,
2001 and 2000. These amounts have been charged to operations.

In 2000 and 2001, Mr. Katevatis advanced funds to the Company in order to
provide the Company with the funding to pay operational expenses as they became
due. These advances do not accrue interest and are to be repaid as soon as the
Company raises additional funds. As of August 31, 2001 and February 28, 2001,
the balance of the officer and other loans payable to Mr. Katevatis was $137,229
and $122,229, respectively. In fiscal 1999, the Company borrowed $25,000 from
Tami Adelstein and issued Mr. Adelstein a warrant to purchase 100,000 shares of
the Company's common stock at $.25 per share. The warrant was valued at $11,400
and was recorded as interest expense. The loan is due and payable by the Company
without interest on or before August 12, 1999; thereafter, interest is payable
at the rate of 1.5% per month. On August 12, 1999, the Company did not repay the
note. On October 12, 1999, Peter Katevatis, advanced the funds for the repayment
of the note and accrued interest to October 12, 1999.

In addition, 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 $4,266 and $2,559 for
the six months ended August 31, 2001 and 2000 and $3,713 and $2,563 for the
three months ended August 31, 2001 and 2000.

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 is to be paid $100,000 per annum. In addition, he was
issued options to purchase up to 914,373 shares of the Company's common stock at
an option price of $.32 per share and was issued a warrant to purchase up to
1,978,746 shares of the Company's common stock at an exercise price of $.05 per
share for the first 150,000 shares and at an exercise price of $.50 per share
for the remaining 1,828,746 shares. The 150,000 shares vested upon his first day
of work which was February 1, 2000. In connection with vesting on February 1,
2000, the Company recognized an expense of $98,079 which represented the fair
market value of the warrant on the vesting date since the warrant was issued
prior to the effective employment date. Dr. Castellana'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.


                                        7


<PAGE>


5.   Other Accrued Liabilities

Accrued liabilities consist of the following:


                                                  August 31,     February 28,
                                                  ----------     ------------
                                                    2001             2001
                                                    ----             ----

      Legal and professional fees                $  230,100       $  180,100
      Research and development                    1,212,815          962,399
      Salaries and wages                            756,250          943,833
      Other                                          33,854           40,696
                                                 ----------       ----------
                                                 $2,233,019       $2,127,028
                                                 ==========       ==========


Included in legal and professional fees as of August 31, 2001 and February 28,
2001 is $162,500 and $137,500, respectively, for legal services rendered by Mr.
Katevatis (Note 4).

Included in research and development as of August 31, 2001 and February 28, 2001
is $716,984 and $635,318, respectively, owed to Dr. Alfano (Note 6) with respect
to his consulting agreement.

Included in salaries and wages as of August 31, 2001 and February 28, 2001 is
$906,333 and $806,333, respectively, owed to Mr. Katevatis and $168,750 and
$137,500, respectively, owed to Mr. Castellana in accordance with their
respective employment agreements.

6.   Commitments and Contingencies

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 that $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.

The Company has committed to fund approximately $295,000 over a twelve-month
period beginning June 1, 1995 for Mediphotonics Laboratory research at the City
College of the City University of New York ("CCNY") under a contract which is
renewed annually. The Company has funded CCNY approximately $157,565 for the
twelve-month periods ended May 31, 1999. The Company did not provide any funding
during the three and six month periods ended August 31, 2001 and 2000.

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. Additionally, the Company is to pay a royalty equal to three
and


                                        8


<PAGE>


one half percent of the gross sales of any invention from the Company's existing
patents or newly obtained patents, respectively. No amounts have been paid
during the three and six month periods ended August 31, 2001 and 2000.

In addition to the above royalties, the Company has obtained worldwide licensing
rights for patents from two universities and has agreed to pay royalties of four
percent of the net sales of all products generated form the patents and fifty
percent of any income received from sublicensing of the patents. No amounts have
been paid during the three and six month periods ended August 31, 2001 and 2000.


                                        9


<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.

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. The Company plans to resume its
support of relevant programs when, and if, current fund raising efforts are
successful.

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.

In November, 1999, Frank S. Castellana, M.D., Eng. Sc. D. joined its executive
team as President and Chief Executive Officer, effective February 1, 2000. The
Company announced that it was seeking investment 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. Effective June 1, 2001
with notice to the Board of Directors Dr. Castellana voluntarily terminated his
employment agreement. He felt that he could not satisfy the Company's needs and
choose to step aside. Dr. Castellana now has a full time consulting business and
the Company expects to use his consulting services in the future.

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

                                       10


<PAGE>


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.

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.

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.

Two important derivative issues relate to the Company's research and licensing
agreements with the City University of New York. The Company has an outstanding
financial obligation to the University for work conducted during the period
August 1997 through July 1998. In 1999, an agreement was reached to extend the
time for payment until June 30, 2000. In October 2000, the Company and the City
University entered into a second agreement, which further extended the time for
payment until October 31, 2001. The time period for negotiating a minimum
royalty agreement on certain patents, which have or will pass the five-year
period for commercialization, was also extended until October 31, 2001. While we
are actively working to negotiate additional time extensions there is no
guarantee that we will be successful, and if so, that any subsequent agreements
will be on terms favorable to the Company. 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 has negotiated with the Research
Foundation and extended the period of exclusivity for this intellectual
property. If the Company is unsuccessful in future negotiations, it could lose
rights to several of its key patents. The Company holds and totally owns certain
patents independent of CUNY that are not so affected which are seminal to its
basic technology.

We believe that the Company is eligible to receive benefits under the State of
New Jersey Technology Business Tax Certificate Program (which allows emerging
technology and biotechnology businesses to sell their unused Net Operating Loss
(NOL) carryover to any corporate taxpayer in the state for at least 75% of the
tax benefits) through the sale of its New Jersey Net Operating Loss carryover.
On June 28, 2000, the Company submitted an application for benefits under this
program. This application was approved and the Company received $237,556 in net
proceeds from the sale. The Company has

                                       11


<PAGE>


applied again as of June 25, 2001 and continues in its belief that it is
eligible for participation in this program. It is our intention to use any
proceeds derived to fully fund the payment of our obligation to the City
University and to support other relevant development activity. The Company has
entered into a three-year agreement on very favorable terms (83.3%) with a New
Jersey corporate taxpayer to purchase the NOL. On September 27, 2001 Peter
Katevatis successfully re-negotiated this percentage increasing it from 83.3% to
87.0%.


                                       12


<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
           -----------------
           None

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

           8-K Report filed July 25, 2001, effective July 9, 2001. Registrant
           entered into an employment agreement with Mr. Sidney Braginsky as
           President COO of the Company.

                                       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: June 17, 2002
      -------------                          By: /s/ Peter Katevatis
                                              ----------------------------------
                                                      PETER KATEVATIS
                                                      Chairman/CEO

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


                                       14