FORM 10-QSB/A
                                 Amendment No. 1

                       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)  609-428-7952
                                                      ------------

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
             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

             Consolidated Statement of Stockholders' Deficiency for
             the Six Months Ended August 31, 2001 (Unaudited)             4

             Consolidated Statement of Stockholders' Deficiency for
             the Six Months Ended August 31, 2000 (Unaudited)             5

             Exhibit to Statements of Operations                          6

             Notes to Financial Statements                                7

Item 2.      Management's Plan of Operation                             8 - 9

PART II.     Other Information                                           10

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)

<TABLE>
<CAPTION>

                                     ASSETS
                                     ------

                                                                 August 31, 2001   February 28, 2001
                                                                   (Unaudited)        (Audited)
                                                                  ------------       ------------
<S>                                                               <C>                <C>
CURRENT ASSETS
--------------
      Cash and Cash Equivalents                                   $      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
------------                                                      ============       ============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                    ----------------------------------------
CURRENT LIABILITIES
-------------------
      Accounts Payable                                            $      2,951       $     14,943
      Other Accrued Liabilities                                      2,233,704          2,127,028
      Officer and Other Loans                                          167,044            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               368,561            362,761
      Additional Paid-in Capital                                    18,374,177         18,274,977
      Accumulated Deficit                                          (21,137,259)       (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 Financial Statements."

                                        1

<PAGE>



                          MEDISCIENCE TECHNOLOGY CORP.
                 CONSOLIDATED STATEMENT OF OPERATIONS (AMENDED)
                FOR THE SIX 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           183,340            362,224             23,826            187,618
Product Development Expense                       --                 --                 --                 --
Advertising, Travel and Marketing             34,005             35,541             26,869             17,123
                                        ------------       ------------       ------------       ------------
      Total Expenses                         217,345            397,765             50,695            204,741
                                        ------------       ------------       ------------       ------------
Other Income                                     125                388                 58                164
                                        ------------       ------------       ------------       ------------
Net Loss                                $   (217,220)      $   (397,377)      $    (50,637)      $   (204,577)
                                        ============       ============       ============       ============
Net Loss Per Common Share, Basic
    and Diluted                         $       (.01)      $       (.01)      $       (.01)      $      (0.01)
                                        ============       ============       ============       ============
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 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                                                      $(217,220)      $(397,377)
      Adjustment for Item Not Requiring Cash Outlay
           Depreciation                                                 1,756           1,894
           Stock Issued for Services                                   60,000          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           106,676         259,886
           Increase (Decrease) In Officer and Other Loans              14,815           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
                                                                    ---------       ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                         (965)        (13,255)
                                                                                    ---------
CASH AND CASH EQUIVALENTS
      Beginning Balance                                                 7,120          17,066
                                                                    ---------       ---------
      Ending Balance                                                $   6,155       $   3,811
                                                                    =========       =========
</TABLE>



                "See Accompanying Notes to Financial Statements."

                                        3

<PAGE>



                          MEDISCIENCE TECHNOLOGY CORP.
          CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY (AMENDED)
                    FOR THE SIX MONTHS ENDED AUGUST 31, 2001
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                          Preferred
                                            Stock                     Common Stock
                                          Number of     Preferred       Number of       Common      Additional Paid   Accumulated
                                           Shares         Stock          Shares         Stock         in Capital        Deficit
                                         -----------   ------------   ------------   ------------   ---------------   ------------
<S>                                            <C>     <C>              <C>          <C>            <C>               <C>
Balance February 28, 2001                      2,074   $         21     36,276,130   $    362,761   $ 18,274,977      $(20,920,039)
Issuance of Stock for Cash and Services           --             --        580,000          5,800         99,200                --
Net Loss for the Six Months Ended
      August 31, 2001                             --             --             --             --             --          (217,220)
                                         -----------   ------------   ------------   ------------   ------------      ------------
Balance August 31, 2001                        2,074   $         21     36,856,130   $    368,561   $ 18,374,177      $(21,137,259)
                                         ===========   ============   ============   ============   ============      ============
</TABLE>




                "See Accompanying Notes to Financial Statements."

                                        4

<PAGE>

                          MEDISCIENCE TECHNOLOGY CORP.
               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
                    FOR THE SIX MONTHS ENDED AUGUST 31, 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                          Preferred
                                            Stock                     Common Stock
                                          Number of     Preferred       Number of       Common      Additional Paid   Accumulated
                                           Shares         Stock          Shares         Stock         in Capital        Deficit
                                         -----------   ------------   ------------   ------------   ---------------   ------------
<S>                                            <C>     <C>              <C>          <C>            <C>               <C>
Balance February 29, 2000                      2,074   $         21     35,976,130   $    359,761   $ 18,215,977   $(20,588,721)
Issuance of Stock for Cash                        --             --        150,000          1,500         36,000             --
Issuance of Stock for Services                    --             --        100,000          1,000         64,000             --
Net Loss for the Six Months Ended
      August 31, 2000                             --             --             --             --             --       (397,377)
                                        ------------   ------------   ------------   ------------   ------------   ------------
Balance August 31, 2000                        2,074   $         21     36,226,130   $    362,261   $ 18,315,977   $(20,986,098)
                                        ============   ============   ============   ============   ============   ============

</TABLE>




                "See Accompanying Notes to Financial Statements."

                                        5

<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>


                                        6

<PAGE>

                          MEDISCIENCE TECHNOLOGY CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 AUGUST 31, 2001
                                   (UNAUDITED)


NOTE 1     RESULTS OF OPERATIONS
------     ---------------------

           The financial statements, in the opinion of management, include all
           adjustments and accruals necessary for a fair presentation.

           The results of operations for each interim period are not necessarily
           indicative of results to be expected for the year due to the
           unpredictability of market factors, product development, competition
           and sales in general.

           These financial statements should be read in conjunction with the
           Company's most recent audited financial statements dated February 28,
           2001.

NOTE 2     OTHER ACCRUED LIABILITIES
------     -------------------------

           Other accrued liabilities consist of the following:


                                   August 31, 2001      February 28, 2001
                                   ---------------      -----------------
Legal and Professional Fees          $  230,100            $  180,100
Research and Development              1,044,065               962,399
Salaries and Wages                      925,000               943,833
Other                                    34,539                40,696
                                     ----------            ----------
           Total                     $2,233,704            $2,127,028
                                     ==========            ==========


                                        7

<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 and  additionally  waived all salary to that date. 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
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.



<PAGE>



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 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%.



<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.


<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: January 11, 2002                   By:   /s/ Peter Katevatis
      ----------------                         -------------------------
                                               PETER KATEVATIS
                                               Chairman/CEO


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