UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-Q





(Mark
      One)





x  QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT OF
      1934





For
      the
      quarterly period ended August 31, 2008


or





 ̈  TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
      the
      transition period from __________ to __________





Commission
      File Number 000-07405





MEDISCIENCE
      TECHNOLOGY CORP.


(Exact
      name of registrant as specified in its charter)


New Jersey
              22-1937826(State or other jurisdiction of
              (I.R.S. Employer Identification No.)incorporation or organization
 
 1235 Folkestone WayCherry Hill, New Jersey
              08034(Address of principal executive offices)
              (Zip Code)


(215)
      485-0362


(Registrant’s
      telephone number, including area code)





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 short 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  ̈





Indicate
      by check mark whether the registrant is a large accelerated filer, and
      accelerated filer, a non-accelerated filer, or a smaller reporting company.
      See
      the definitions of “large accelerated filer,” “accelerated filer” and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act.





Large
                accelerated filer ̈
            
            Accelerated
                filer ̈Non-accelerated
                filer ̈
            
            Smaller
                reporting companyx(Do
                not check if a smaller reporting company)





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-c of the Act).


Yes  ̈ No x





As
      of
      August 31, 2008, there were outstanding 67,250,989 shares of the registrant’s
      common stock, $.01 par value.











**MEDISCIENCE
      TECHNOLOGY CORP.**


**AUGUST
      31, 2008**





**INDEX**


PAGEPART
                1.
            Financial
                InformationItem
                1.
            Financial
                StatementsConsolidated
                Balance Sheet as of August 31, 2008
              (Unaudited)
                and February 29, 2008 (Audited)
            
            1Consolidated
                Statement of Operations for the Six and
              Three
                Months Ended August 31, 2008 (Unaudited)
              and
                August 31, 2007 (Unaudited)
            
            2Consolidated
                Statement of Changes in Stockholders’
              Deficit
                for the Six Months Ended August 31, 2008
              (Unaudited)
            
            3Consolidated
                Statement of Cash Flows for the Six
              Months
                Ended August 31, 2008 (Unaudited) and
              August
                31, 2007 (Unaudited)
            
            4Notes
                to Consolidated Financial Statements
            
            5-11Item
                2.
            Management’s
                Discussion and Analysis
            
            12-14Item
                3.
            Quantitative
                and Qualitative Disclosures About Market Risk
            
            13Item
                4T.
            Controls
                and Procedures
            
            13-14PART
                11.
            Other
                Information
            
            15Item
                1.
            Legal
                Proceedings
            
            15Item
                1A.
            Risk
                Factors
            
            15Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            
            15Item
                3.
            Defaults
                Upon Senior Securities
            
            15Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            
            15Item
                5.
            Other
                Information
            
            15Item
                6.
            Exhibits
            
            15Signatures
            
            16Exhibit
                Index
            
            17Exhibits
            
            18-20











**MEDISCIENCE
      TECHNOLOGY CORP.**


**CONSOLIDATED
      BALANCE SHEET**





August 31, 2008
              (Unaudited)
            
            February 29,
              2008 (Audited)**ASSETS****CURRENT
                ASSETS**Cash
                and Cash Equivalents
            
            $
            250,610
            
            $
            123,582Prepaid
                Expenses and Other Current Assets
            
            
            29,091
            
            
            60,943Total
                Current Assets
            
            
            279,701
            
            
            184,525**PROPERTY
                PLANT AND EQUIPMENT**Net
                of Accumulated Depreciation
            
            
            86
            
            
            345**OTHER
                ASSETS** - Security Deposit
            
            
            1,800
            
            
            1,800-
                Deferred Costs
            
            
            175,957
            
            
            279,189**TOTAL
                ASSETS**
            
            $
            457,544
            
            $
            465,859**LIABILITIES
                AND STOCKHOLDERS' DEFICIT****CURRENT
                LIABILITIES**Convertible
                Debt, Net of Discount $424,564 and $268,970
            
            $
            1,231,936
            
            $
            849,030Accounts
                Payable
            
            
            43,087
            
            
            128,647Accrued
                Liabilities
            
            
            3,950,407
            
            
            3,798,221Total
                Current Liabilities
            
            
            5,225,430
            
            
            4,775,898**STOCKHOLDERS'
                DEFICIT**Convertible
                Preferred Stock, $.01 Par Value, 50,000 Shares Authorized; Issued
                and
                Outstanding -0- Shares August 31, 2008; -0- Shares February 29,
                2008
            
            
            -
            
            
            -Common
                Stock $.01Par Value, Authorized 199,950,000 Shares; Issued and Outstanding
                Shares - 67,250,989 Shares August 31, 2008; 67,250,989 Shares - February
                29, 2008
            
            
            672,510
            
            
            672,510Additonal
                Paid-in Capital
            
            
            26,933,062
            
            
            26,394,562Accumulated
                Deficit
            
            
            (32,373,458
            )
            
            (31,377,111
            )Total
                Stockholders' Deficit
            
            
            (4,767,886
            )
            
            (4,130,039
            )**TOTAL
                LIABILITIES & STOCKHOLDERS' DEFICIT**
            
            $
            457,544
            
            $
            465,859




See
        Notes
        to Consolidated Financial Statements.


1





**MEDISCIENCE
      TECHNOLOGY CORP.**


**CONSOLIDATED
      STATEMENT OF OPERATIONS**


**FOR
      THE SIX AND THREE MONTHS ENDED AUGUST 31, 2008 AND
      2007**


**(UNAUDITED** )





SIX MONTHS
            
            THREE MONTHS2008
            
            2007
            
            2008
            
            2007Net
                Sales
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Cost
                of Sales
            
            
            -
            
            
            -
            
            
            -
            
            
            -Gross
                Profit
            
            
            -
            
            
            -
            
            
            -
            
            
            -General
                and Administrative Expense
            
            
            436,451
            
            
            607,463
            
            
            186,767
            
            
            342,946Product
                Development Expense
            
            
            89,757
            
            
            347,837
            
            
            38,300
            
            
            185,304Total
                Expenses
            
            
            526,208
            
            
            955,300
            
            
            225,067
            
            
            528,250Interest
                Income
            
            
            3,252
            
            
            5,291
            
            
            1,573
            
            
            3,810Interest
                Expense
            
            
            (90,485
            )
            
            (27,393
            )
            
            (49,125
            )
            
            (21,441
            )Accretion
                of Interest on Convertible Debt
            
            
            (382,906
            )
            
            (251,712
            )
            
            (145,066
            )
            
            (204,941
            )Total
                Other Income and Expense
            
            
            (470,139
            )
            
            (273,814
            )
            
            (192,618
            )
            
            (222,572
            )Net
                Loss
            
            $
            (996,347
            )
            $
            (1,229,114
            )
            $
            (417,685
            )
            $
            (750,822
            )Basic
                and Diluted Loss Per Common Share
            
            $
            (0.015
            )
            $
            (0.019
            )
            $
            (0.006
            )
            $
            (0.011
            )Weighted
                Average Common Shares Outstanding
            
            
            67,250,989
            
            
            65,217,274
            
            
            67,250,989
            
            
            65,862,607


See
        Notes
        to Consolidated Financial Statements.





2





**MEDISCIENCE
      TECHNOLOGY CORP. AND SUBSIDIARIES**


**CONSOLIDATED
      STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT**


**FOR
      THE SIX MONTHS ENDED AUGUST 31, 2008**


**(UNAUDITED)**





Preferred Stock
            
            Common Stock
            
            Additional Paid-
            
            AccumulatedShares
            
            Amount
            
            Shares
            
            Amount
            
            In Capital
            
            DeficitBALANCE,
                FEBRUARY 29, 2008
            
            
            -
            
            $
            -
            
            
            67,250,989
            
            $
            672,510
            
            $
            26,394,562
            
            $
            (31,377,111
            )Discount
                on Debt Due to Beneficial Conversion Option
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            538,500
            
            
            -Net
                Loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (996,347
            )BALANCE,
                AUGUST 31, 2008
            
            
            -
            
            $
            -
            
            
            67,250,989
            
            $
            672,510
            
            $
            26,933,062
            
            $
            (32,373,458
            )




See
        Notes
        to Consolidated Financial Statements.


3








**MEDISCIENCE
      TECHNOLOGY CORP.**


**CONSOLIDATED
      STATEMENT OF CASH FLOWS**


**FOR
      THE SIX MONTHS ENDED AUGUST 31, 2008 AND 2007**


**(UNAUDITED)**





2008
            
            2007**CASH
                FLOWS FROM OPERATING ACTIVITIES**Adjustments
                to Reconcile Net Loss to Net Cash Used In Operating
                Activities:Net
                Loss
            
            $
            (996,347
            )
            $
            (1,229,114
            )Accretion
                of Interest on Convertible Debt
            
            
            382,906
            
            
            251,712Depreciation
            
            
            259
            
            
            472Amortization
                of Prepaid Financing Charges
            
            
            15,557
            
            
            14,542Amortization
                of Deferred Costs
            
            
            103,232
            
            
            300,956Subtotal
            
            
            (494,393
            )
            
            (661,432
            )Changes
                in Assets and Liabilities(Increase)
                Decrease in Prepaid Expense and OtherCurrent
                Assets
            
            
            16,295
            
            
            8,245(Decrease)
                Increase in Accounts Payable
            
            
            (85,560
            )
            
            (5,328
            )Increase
                in Accrued Liabilities
            
            
            152,186
            
            
            27,394Net
                Cash Used in Operating Activities
            
            
            (411,472
            )
            
            (631,121
            )**CASH
                FLOWS FROM FINANCING ACTIVITIES**Proceeds
                from Common Stock Subscribed
            
            
            -
            
            
            -Proceeds
                from Issuance of Common Stock
            
            
            -
            
            
            100,000Proceeds
                from Issuance of Convertible Debt
            
            
            538,500
            
            
            925,000Net
                Cash Provided by Financing Activities
            
            
            538,500
            
            
            1,025,000**INCREASE
                (DECREASE) IN CASH AND CASH EQUIVALENTS**
            
            
            127,028
            
            
            393,879**CASH
                AND CASH EQUIVALENTS**Beginning
                Balance
            
            
            123,582
            
            
            138,508Ending
                Balance
            
            $
            250,610
            
            $
            532,387**SUPPLEMENTAL
                SCHEDULE OF NON-CASH FINANCING ACTIVITIES:**Common
                Stock Issued for Future Services
            
            $
            -
            
            $
            60,000Common
                Stock Issued for Anti-Diluting Rights
            
            $
            -
            
            $
            3,360Discount
                on Debt Due to Beneficial Conversion Option
            
            $
            538,500
            
            $
            925,000Warrants
                Issued for Prepaid Financing Charges
            
            $
            -
            
            $
            91,650




See
        Notes
        to Consolidated Financial Statements.





4





**Notes
      to Consolidated Financial Statements**


**(Unaudited)**





1.  Management
      Plans and Going Concern Matters





Mediscience
      Technology Corp. and Subsidiaries (the “Company”) has no revenues, incurred
      significant losses from operations, has an accumulated deficit and a highly
      leveraged position that raises substantial doubt about the Company’s ability to
      continue as a going concern. The consolidated financial statements do not
      include any adjustments relating to recoverability and classification of
      recorded asset amounts or the amount and classification of liabilities that
      might be necessary should the Company be unable to continue as a going concern.
      The Company expects to incur substantial expenditures to further the development
      and commercialization of its products. The Company intends to seek additional
      financing through private placements or other financing alternatives, and may
      also seek to sell the Company or its technology. There can be no assurance
      that
      continued financings will be available to the Company or that, if available,
      the
      amounts will be sufficient or that the terms will be acceptable to the
      Company.





2.  Nature
      of
      Operations and Basis of Presentation





The
      Company operates in one business segment and is principally engaged in the
      design and development of medical diagnostic instruments that detect cancer
      in
      vivo in humans by using light to excite the molecules contained in tissue and
      measuring the differences in the resulting natural fluorescence between
      cancerous and normal tissue.





The
      consolidated financial statements include the accounts of Mediscience Technology
      Corp. (“Mediscience”) and its wholly-owned subsidiaries, Laser Diagnostics
      Instruments, Inc. (“LASER”), Photonics for Women’s Oncology, LLC (“PHOTONICS”),
      Proscreen, LLC (“PROSCREEN”), Medi-Photonics Development, LLC (“MEDI”), and
      BioScopix, Inc. (“BioScopix”). Mediscience and BioScopix are the only active
      subsidiaries of the Company. All significant intercompany balances and
      transactions have been eliminated in consolidation.





The
      consolidated financial statements as of and for the six month periods ended
      August 31, 2008 and 2007 are unaudited and are presented pursuant to the rules
      and regulations of the Securities and Exchange Commission. Certain financial
      information and footnote disclosures normally included in financial statements
      prepared in accordance with generally accepted accounting principles have been
      condensed or omitted pursuant to such rules and regulations, although the
      Company believes that the accompanying disclosures are adequate to make the
      information presented not misleading. In the opinion of management, all
      adjustments (consisting of normal recurring accruals) considered necessary
      for
      fair presentation have been included and have been prepared on a consistent
      basis using the accounting policies described in the Summary of Accounting
      Policies included in the Annual Report on Form 10-KSB for the fiscal year ended
      February 29, 2008. The interim operating results for the six months ended August
      31, 2008 may not necessarily be indicative of the operating results expected
      for
      the full year.





5





3.  Significant
      Accounting Policies





**Use
      of Estimates**





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the date
      of
      the financial statements and the reported amounts of revenues and expenses
      during the reporting period. Actual results could differ from those
      estimates.





**Loss
      per Common Share**





Statement
      of Financial Accounting Standards (SFAS) No. 128, Earnings Per Share requires
      the presentation of basic earnings (loss) per share and diluted earnings (loss)
      per share. Basic loss per share is based on the average number of shares
      outstanding during the period. Diluted loss per share is the same as basic
      loss
      per share, as the inclusion of common stock equivalents, such as options, would
      be antidilutive.





**Accounting
      for Stock-Based Compensation**





The
      adoption of SFAS No. 123R effective March 1, 2006, using the modified
      prospective method, had no effect on the Company’s results of operations since
      there were no nonvested options at March 1, 2006. There were no employee stock
      options issued during the fiscal six months ended August 31, 2008 and
      2007.





**Recent
      Accounting Pronouncements**





During
      September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS
      No. 157, *Fair
      Value Measurements* ,
      (“SFAS
      No. 157”) which is effective for fiscal years beginning after November 15, 2007
      with earlier adoption encouraged. SFAS No. 157 defines fair value, establishes
      a
      framework for measuring fair value in generally accepted accounting principles,
      and expands disclosures about fair value measurements. In February 2008, the
      FASB issued FASB Staff Position FAS 157-2, Effective Date of FASB Statement
      No.
      157, which delayed the effective date of SFAS 157 for all non-financial assets
      and liabilities, except those that are recognized or disclosed at fair value
      in
      the financial statements on a recurring basis, until March 1, 2009. The Company
      adopted SFAS 157 on March 1, 2008 for all financial assets and liabilities,
      but
      the implementation did not require additional disclosures or have a significant
      impact on the Company’s financial statements. The company has not yet determined
      the impact the implementation of SFAS 157 will have on the Company’s
      non-financial assets and liabilities which are not recognized or disclosed
      on a
      recurring basis. However, the Company does not anticipate that the full adoption
      of SFAS 157 will significantly impact their consolidated financial
      statements.





During
      February 2007, the FASB issued SFAS No. 159, *The
      Fair Value Option for Financial Assets and Financial
      Liabilities* -
      Including an amendment of FASB Statement No. 115 (“FASB 159”) which permits
      entities to choose to measure many financial instruments and certain other
      times
      at fair value. The objective of SFAS 159 is to improve financial reporting
      by
      providing entities with the opportunity to mitigate volatility in reported
      earnings caused by measuring related assets and liabilities differently without
      having to apply complex hedge accounting provisions. The Company has adopted
      SFAS 159 on March 1, 2008 and has elected not to measure any additional
      financial assets, liabilities or other items at fair value.





In
      December 2007, the FASB issued SFAS No. 141 (revised 2007), *Business
      Combinations* (“SFAS
      141R”). SFAS 141R establishes principles and requirements for how an acquirer
      recognizes and measures in its financial statements the identifiable assets
      acquired, the liabilities assumed, any non-controlling interest in the acquiree
      and the goodwill acquired. SFAS 141R also establishes disclosure requirements
      to
      enable the evaluation of the nature and financial effects of the business
      combination. This statement is effective for the Company beginning March 1,
      2009
      and will change the accounting for business combinations on a prospective
      basis.





6





In
      December 2007, the FASB issued SFAS No. 160, *Non-controlling
      Interest in Consolidated Financial Statements* - an
      amendment of Accounting Research Bulletin No. 51 (“SFAS 160”). SFAS 160
      establishes accounting and reporting standards for ownership interest in
      subsidiaries held by parties other than the parent, the amount of consolidated
      net income attributable to the parent and to the non-controlling interest,
      changes in a parent’s ownership interest, and the valuation of retained
      non-controlling equity investments when a subsidiary is deconsolidated. SFAS
      160
      also establishes disclosure requirements that clearly identify and distinguish
      between the interests of the parent and the interests of the non-controlling
      owners. This statement is effective for the Company beginning March 1, 2009.
      This statement is not currently applicable since its subsidiaries are
      wholly-owned.





In
      March
      2008, the FASB issued Statement No. 161, *Disclosure
      about Derivative Instruments and Hedging Activities* (“SFAS
      161”), which is effective March 1, 2009. SFAS 161 requires enhanced disclosures
      about derivative instruments and hedging activities to allow for a better
      understanding of their effects on an entity’s financial position, financial
      performance and cash flows. Among other things, SFAS 161 requires disclosures
      of
      the fair values of derivative instruments and associated gains and losses in
      a
      tabular format. SFAS 161 is not currently applicable to the Company since the
      Company does not have derivative instruments or hedging activity.





In
      May
      2008, the FASB issued Statement of Financial Accounting Standards No. 162, *The
      Hierarchy of Generally Accepted Accounting Principles* (“FAS
      162”). This Standard identifies the sources of accounting principles and the
      framework for selecting the principles to be used in the preparation of
      financial statements of nongovernmental entities that are presented in
      conformity with generally accepted accounting principles. FAS 162 directs the
      hierarchy to the entity, rather than the independent auditors, as the entity
      is
      responsible for selecting accounting principles for financial statements that
      are presented in conformity with generally accepted accounting principles.
      The
      Standard is effective 60 days following SEC approval of the Public Company
      Accounting Oversight Board amendments to remove the hierarchy of generally
      accepted accounting principles from the auditing standards. FAS 162 is not
      expected to have an impact on the financial statements.





In
      April
      2008, the FASB issued FASB Staff Position (FSP) FAS 142-3, *Determination
      of the Useful Life of Intangible Assets* ,
      which
      amends the factors that should be considered in developing renewal or extension
      assumptions used to determine the useful life of a recognized intangible asset
      under FASB Statement No. 142, *Goodwill
      and Other Intangible Assets.* This
      Staff Position is effective for financial statements issued for fiscal years
      beginning after December 15, 2008, and the interim periods within those fiscal
      years. Early adoption is prohibited. This FSP is not currently applicable to
      the
      Company.





In
      June
      2008, the FASB issued FSP EITF 03-6-1, *Determining
      Whether Instruments Granted in Share-Based Payment Transactions are
      Participating Securities* .
      This
      FSP provides that unvested share-based payment awards that contain
      nonforfeitable rights to dividends ** or
      dividend equivalents (whether paid or unpaid) are participating securities
      and
      shall be included in the computation of earnings per share pursuant to the
      two-class method. The Company does not currently have any share-based awards
      that would qualify as participating securities. Therefore, application of this
      FSP is not expected to have an effect on the Company’s financial
      reporting.





In
      May
      2008, the FASB issued FASB Staff Position (FSP) APB 14-1, *Accounting
      for Convertible Debt That May Be Settled in Cash Upon Conversion (Including
      Partial Cash Settlement)* (“FSP
      14-1”). FSP 14-1 will be effective for financial statements issued for fiscal
      years beginning after December 15, 2008. The FSP includes guidance that
      convertible debt instruments that may be settled in cash upon conversion should
      be
      separated between the liability and equity components, with each component
      being
      accounted for in a manner that will reflect the entity’s nonconvertible debt
      borrowing rate when interest costs are recognized in subsequent periods.
      However, because our existing convertible debt instruments are settled only
      in
      stock upon maturity, this guidance will not apply, and as a result will not
      have
      an impact on the financial statements.





7





4.  Deferred
      Costs





Expected
      future amortization of all deferred costs is as follows:


Six
                  Months Ending
              
              
              February
                  28, 2009
              
              $
              75,410Year
                  Ending
              
              
              February
                  28, 2010
              
              
              100,547




5.  Convertible
      Debt





On
      January 10, 2007, the Company commenced a Private Placement Offering for
      $2,000,000 of 12% convertible promissory notes (the “Notes”) in amounts of not
      less than $25,000. The Notes shall be due and payable, together with accrued
      and
      unpaid interest, on the earlier of April 15, 2008 for the first $1,000,000
      tranche and April 15, 2009 for the second $1,000,000 tranche (of which $656,500
      has been raised as of August 31, 2008) or three months after the completion
      of
      the initial public offering (the “IPO”) of the shares of BioScopix. Holders of
      the Notes may convert the note into (i) cash in the amount of the principal
      and
      accrued and unpaid interest due and a warrant exercisable until April 15, 2009
      to purchase shares of BioScopix in an amount equal to 50% of the principal
      of
      the Notes at an exercise price of 120% of the five day volume weighted average
      preceding the effective date of the IPO of BioScopix or (ii) shares of BioScopix
      at a price equal to 50% of the IPO price of the BioScopix shares of common
      stock
      in an amount equal to the principal and accrued and unpaid interest due on
      the
      Notes. In accordance with EITF 00-27 under option (ii), the carrying value
      of
      the Notes was reduced by the intrinsic value of the beneficial conversion option
      resulting in a carrying value of $0. On January 29, 2008, the Notes were
      modified to provide for two additional options. In addition to options (i)
      and
      (ii), holders of the Notes may now also convert the notes into (iii) BioScopix
      stock with a six month lockup in the amount of principal and accrued interest
      and receive 50% warrant coverage at 75% of the BioScopix stock IPO price and
      (iv) combination of alternatives (ii) and (iii). The additional options did
      not
      require an adjustment to the value of the Notes. As of August 31, 2008 and
      February 29, 2008, $1,656,500 and $1,118,000 of the Notes have been issued
      with
      related discounts of $1,656,500 and $1,118,000, respectively. The Notes will
      be
      accreted to their maturity value over the term of the Notes. Accretion of
      interest on a convertible debt amounted to $382,906 and $145,066 for the six
      months and three months ended August 31, 2008 and $251,712 and $204,941 for
      the
      six months and three months ended August 31, 2007.





Accrued
      interest as of August 31, 2008 and February 29, 2008 was $176,415 and $87,231,
      respectively. Accrued interest expense for the six months and three months
      ended
      August 31, 2008 was $89,184 and $47,970, respectively and for the six months
      and
      three months ended August 31, 2007 was $27,393 and $21,441,
      respectively.





Effective
      April 15, 2008, the first $1,000,000 tranche of the Notes were in default.
      Under
      the terms of the Notes, in the event of default, the entire principal and unpaid
      accrued interest is immediately due and payable. The January 29, 2008
      modification of the Notes provided two additional options to the Note holders
      as
      compensation for the delay of the IPO which is now expected to take place prior
      to April 15, 2009. As of October 10, 2008, there have been no demands for
      repayment by the Note holders.





6.  Related
      Party Transactions





Legal
      services rendered by Mr. Katevatis, Chairman/CEO amounted to $25,000 for the
      six
      months ended August 31, 2008 and 2007. These amounts are recorded in general
      and
      administrative expense.





8





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 $15,980 and $12,650 for the six months ended August 31, 2008 and 2007,
      respectively.





7.  Accrued
      Liabilities





Accrued
      liabilities consist of the following:




August 31, 2008
            
            February 29, 2008Legal
                and Professional Fees
            
            $
            165,383
            
            $
            228,382Consulting
                and University Fees
            
            
            1,440,615
            
            
            1,440,615Salaries
                and Wages
            
            
            2,075,759
            
            
            1,949,758Accrued
                Interest
            
            
            176,415
            
            
            87,231Other
            
            
            92,235
            
            
            92,235Total
            
            $
            3,950,407
            
            $
            3,798,221





Included
      in legal and professional fees as of August 31, 2008 and February 29, 2008
      is
      $35,958 and $75,958 respectively, for legal services rendered by Mr. Katevatis
      (Note 6).





Included
      in Consulting and University Fees as of August 31, 2008 and February 29, 2008
      is
      $1,397,019 and $1,397,019, respectively, owed to Dr. Alfano, a principal
      stockholder with respect to his expired consulting agreement.





Included
      in salaries and wages as of August 31, 2008 and February 29, 2008 is $2,063,759
      and $1,938,758 respectively, owed to Mr. Katevatis with respect to his
      employment agreement.





Included
      in salaries and wages as of August 31, 2008 and February 29, 2008 is $12,000
      and
      $11,000, respectively, owed to Mr. Benick, Chief Financial Officer, with respect
      to his employment agreement.





Accrued
      expense reimbursements of $92,235 and $92,235 were due to Dr. Alfano at August
      31, 2008 and February 29, 2008, respectively.





8.  Stockholders’
      Deficit





**Anti-Dilution
      Rights**





The
      Company granted certain anti-dilution rights to Mr. Peter Katevatis and Dr.
      Robert Alfano.





Mr.
      Katevatis was granted anti-dilution rights on certain shares (“Katevatis
      Shares”), which at the time represented 17% (“Katevatis Anti-Dilution
      Percentage”) of the then issued and outstanding shares of common stock of the
      Company. The anti-dilution rights require the Company from time to time to
      issue
      additional shares of common stock of the Company to Mr. Katevatis so that the
      Katevatis Shares represent 17% of the issued and outstanding shares of common
      stock of the Company. If Mr. Katevatis were to sell a portion or all of the
      Katevatis Shares, the Katevatis Anti-Dilution Percentage would be adjusted
      proportionately. During the six-months ended August 31, 2008, the Company did
      not issue shares of common stock of the Company to Mr. Katevatis in connection
      with the anti-dilution rights. As of August 31, 2008 and February 29, 2008,
      the
      Company is obligated to issue an additional 8,204 shares to Mr. Katevatis in
      connection with the anti-dilution rights. For issuances of these shares, the
      Company will capitalize only the stock’s par value from additional
      paid-in-capital because of the Company’s accumulated deficit.





9




Dr.
      Robert Alfano was granted anti-dilution rights on certain shares, which at
      the
      time represented 4% of the then issued and outstanding shares of common stock
      of
      the Company. As a result of the completion of Dr. Alfano’s consulting agreement
      as of March 5, 2007, the anti-dilution rights terminated. Subsequent to March
      5,
      2007, Dr. Alfano was issued 64,000 shares of the Company’s common stock in
      connection with anti-dilution rights of which 49,999 shares were issued in
      error. The Company has placed a stop order and requested the 49,999 shares
      be
      returned by Dr. Alfano for cancellation.





**Common
      Stock Issued for Future Services**





During
      March 2006, the company issued 500,000 restricted shares of its common stock
      with a value of $80,000 to a consulting company in exchange for services to
      be
      rendered over a period of approximately three years. The transaction was
      recognized based on the fair value of the shares issued. These services will
      consist of ongoing consultation in the construction of eight CD-Ratiometer
      units. During the quarter ended August 31, 2007, the consulting agreement with
      Alfanix was cancelled. The Company has requested the return of the 500,000
      shares of common stock of Mediscience. Mediscience will then return the 10,000
      shares of common stock to Alfanix. All unamortized costs associated with the
      above transaction have been expensed in the quarter ended August 31, 2007.
      The
      Company has placed a stop order and requested the 500,000 shares be returned
      by
      Dr. Alfano for cancellation.





During
      May 2007, the Company issued 600,000 restricted shares of its common stock
      with
      a value of $60,000 to a medical consultant in exchange for services to be
      rendered over a period of one year. These services will consist of development
      and commercialization. The transaction was recognized based on the fair value
      of
      shares issued.





9.  Stock
      Options and Warrants





**Stock
      Options**





Activity
      related to stock options during the six months ended August 31, 2008 is as
      follows:





WeightedExercise
            
            AverageShares
            
            Price Range
            
            Exercise PriceOutstanding,
                February 29, 2008
            
            
            300,000
            
            $
            1.00
            
            $
            1.00Granted
            
            
            -Exercised
            
            
            -Forfeited
            
            
            -Outstanding,
                August 31, 2008
            
            
            300,000
            
            $
            1.00
            
            $
            1.00





**Stock
      Warrants**





Activity
      related to stock warrants during the six months ended August 31, 2008 is as
      follows:





WeightedShares
            
            Exercise
            
            AverageAvailable
            
            Price Range
            
            Exercise PriceOutstanding,
                February 29, 2008
            
            
            3,999,332
            
            $
            0.10
                - $ 3.00
            
            $
            0.90Granted
            
            
            -Exercised
            
            
            -Forfeited
            
            
            -Outstanding,
                August 31, 2008
            
            
            3,999,332
            
            $
            0.10
                - $ 3.00
            
            $
            0.90


10





10.  Income
      Taxes





There
      is
      no income tax benefit for the losses for the six months ended August 31, 2008
      and August 31, 2007 because the Company has determined that the realization
      of
      the net deferred tax asset is not assured. The Company has created a valuation
      allowance for the entire amount of such. There was no change in unrecognized
      tax
      benefits during the period ended August 31, 2008 and there was no accrual for
      uncertain tax positions as of August 31, 2008.


11


**Item
      2.**  **Managements
      Discussion and Analysis of Financial Condition and Results of
      Operation**





**Six
      Months Ending August 31, 2008 Compared to**


**Six
      Months Ending August 31, 2007**





**Revenues**





We
      had no
      revenues during our six months ending August 31, 2008 and August 31, 2007.
      Our
      primary focus was our continued development of our light-based
      technology.





**General
      and Administrative Expense**





General
      and administrative expenses decreased approximately $171,000 or 28% during
      the
      current six month period ended August 31, 2008 as compared to the six month
      period ended August 31, 2007. The decline was the net of increases and decreases
      in major expense components. Salaries and wages approximating $149,000 increased
      $25,000 as a result of the renewal of Mr. Katevatis’ employment contract. In
      addition, professional fees increased approximately $14,000. Consulting costs
      decreased approximately $143,600 due primarily to a decrease in amortization
      of
      deferred costs. During the current six month period, financial service (bridge
      fees and related costs) decreased $55,400 along with a net decrease of all
      other
      general and administrative expenses approximating $11,000.





**Product
      Development Expense**





Product
      development expense decreased approximately $258,000 or 74% during the current
      six month period ended August 31, 2008 when compared to the prior six month
      period ended August 31, 2007. The decrease is due to the availability of funding
      to continue the research being conducted at Infotonics in Rochester, NY.
      Infotonics has been retained by the Company to develop and commercialize medical
      diagnostic systems using tissue autofluorescence to detect disease
      states.





**Liquidity
      and Capital Resources**





We
      had a
      deficiency in working capital as of August 31, 2008 of approximately $4,945,800
      compared to a deficiency of approximately $4,591,400 at February 29, 2008
      representing an increase in the deficiency of approximately $354,400 for the
      current six month period ended August 31, 2008. The increase in the deficiency
      consisted of an increase of approximately $95,200 in current assets, consisting
      of cash and prepaid expenses, and an increase of approximately $449,600 in
      current liabilities. The deficiency in working capital is primarily represented
      by accruals for professional fees, consulting, salaries and wages and
      convertible debt.





Cash
      flows from financing activities were $538,500 for the six months ended August
      31, 2008, which was related to the proceeds from the private placement of common
      stock and convertible debt. The proceeds from the private placement will be
      primarily used for working capital.





Our
      ability to continue our operations is largely dependent upon obtaining
      regulatory approval for the commercialization of our cancer detection
      technology. There can be no assurance as to whether or when the various
      requisite government approvals will be obtained or the terms or scope of these
      approvals, if granted. We intend to defray the costs of obtaining regulatory
      approval for the commercialization of such technology by the establishment
      of
      clinical trial arrangements with medical institutions. We intend to continue
      to
      pursue the establishment of co-promotional arrangements for the marketing,
      distribution and commercial exploitation of its cancer detection technology.
      Such arrangements, if established, may include up-front payments, sharing of
      sales revenues after deduction of certain expenses, and/or product development
      funding. Our management anticipates that substantial resources will be committed
      to a continuation of our research and development efforts and to finance
      government regulatory applications. While management believes that we will
      obtain sufficient funds to satisfy our liquidity and capital resources needs
      for
      the short term from the private placement of our securities and short term
      borrowings, no assurances can be given that additional funding or capital from
      other sources, such as co-promotion arrangements, will be obtained on a
      satisfactory basis, if at all. In the absence of the availability of financing
      on a timely basis, we may be forced to materially curtail or cease our
      operations. Our operating and capital requirements, as described above, may
      change depending upon several factors, including: (i) results of research and
      development activities; (ii) competitive and technological developments; (iii)
      the timing and cost of obtaining required regulatory approvals for our products;
      (iv) the amount of resources which we devote to clinical evaluation and the
      establishment of marketing and sales capabilities; and (v) our success in
      entering into, and cash flows derived from, co-promotion
      arrangements.


12





**Off-Balance
      Sheet Arrangements**





We
      have
      no off-balance sheet arrangements that have or are reasonably likely to have
      a
      current or future effect on our financial condition, changes in financial
      condition, revenues or expenses, results of operations, liquidity, capital
      expenditures or capital resources that is material to investors.





**Critical
      Accounting Policies**





The
      preparation of financial statements requires management to make estimates and
      assumptions that affect amounts reported herein. The most significant of these
      involve the use of estimates. In each situation, management is required to
      make
      estimates about the effects of matters or future events that are inherently
      uncertain.





The
      financial statements are prepared in conformity with accounting principles
      generally accepted in the United States of America, and, as such, include
      amounts based on informed estimates and judgments of management, such
      as:





Ø  Determining
      accruals and contingencies;


Ø  Valuing
      options and other equity instruments;


Ø  Reviewing
      the realization/recoverability of deferred costs resulting from the issuance
      of
      common stock to acquire certain consulting services to be rendered in future
      periods.


Ø  Deferred
      tax valuation allowance.





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





**Item
              3.**
            **Quantitative
                and Qualitative Disclosures About Market
                Risk**





Not
      Applicable





**Item
              4T.**
            **Controls
                and Procedures**





(a)
      Evaluation of Disclosure Controls and Procedures





As
      of
      October 10, 2008, our board of directors carries out an evaluation of the
      effectiveness of the design and operation of our “disclosure controls and
      procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities
      exchange Act of 1934, as amended (the Exchange Act”)) under the supervision and
      with the participation of our management, including Peter Katevatis, our
      president and chief executive officer. Based upon that evaluation, Mr. Peter
      Katevatis concluded that our disclosure controls and procedures are not
      effective based on material weaknesses identified by management as described
      in
      Management’s Report on Internal Control over Financial Reporting set forth in
      Item 9A of our Annual Report on Form 10-K for the period ended February 29,
      2008.


13


Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed in our reports filed or
      submitted under the Exchange Act are recorded, processed, summarized and
      reported, within the time periods specified in the Securities and Exchange
      Commission’s (the “SEC”) rules and forms. Disclosure controls and procedures
      include, without limitation, controls and procedures designed to ensure that
      information required to be disclosed in our reports filed under the Exchange
      Act
      is accumulated and communicated to management to allow timely decisions
      regarding required disclosure.





(b)
                Change in Internal Control over Financial
                Reporting





No
                change in our internal control over financial reporting occurred
                during
                our most recent fiscal quarter that has materially affected, or is
                reasonably likely to materially affect, our internal control over
                financial reporting.




14


**PART
      II - OTHER INFORMATION**





Item
              1.
            Legal
                Proceedings





None





Item
              1A.
            Risk
                Factors





Not
      Applicable





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





None





Item
              3.
            Defaults
                Upon Senior Securities





Effective
      April 15, 2008, the first $1,000,000 tranche of the Company’s 12% convertible
      promissory notes (the “Notes”) were in default. Under the terms of the Notes, in
      the event of default, the entire principal and unpaid accrued interest is
      immediately due and payable. The January 29, 2008 modification of the Notes
      provided two additional options to the Note holders as compensation for the
      delay of the IPO which is now expected to take place prior to April 15, 2009.
      As
      of October 10, 2008, there have been no demands for repayment by the Note
      holders.





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





None





Item
              5.
            Other
                Information





None





Item
              6.
            Exhibits





31.1
            Certification
                of the Chief Executive Officer required by Rule 13a-14(a) or Rule
                15d-14(a)





31.2
            Certification
                of the Chief Financial Officer required by Rule 13a-14(a) or Rule
                15d-14(a)





32
            Certification
                of the Chief Executive Officer and Chief Financial Officer required
                by
                Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.
                1350


15


SIGNATURES





Pursuant
      to the requirements of Section 13 or 15(d) of the Securities 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)October
                10, 2008
            By:
            /s/
                Peter KatevatisPeter
              KatevatisChairman
              of the Board andChief
              Executive OfficerOctober
                10, 2008
            /s/
                Frank D. BenickFrank
                D. Benick, CPA, CVAChief
                Financial OfficerPrincipal
                Financial and Accounting Officer




16


**EXHIBIT
      INDEX**





EXHIBIT NO.
            
            DESCRIPTION31.1
            
            Certification
                of the Chief Executive Officer required by Rule 13a-14(a) or Rule
                15d-14(a)31.2
            
            Certification
                of the Chief Financial Officer required by Rule 13a-14(a) or Rule
                15d-14(a)32
            
            Certification
                of the Chief Executive Officer and the Chief Financial Officer required
                by
                Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.
                1350


17