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 November 30, 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





77
      Ridgeland RoadHenrietta,
      New York
              14623(Address
      of principal executive offices)
              (Zip
      Code)





(585)
413-9080


(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 company x(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  January 15, 2009, there were outstanding 70,932,406 shares of the
registrant’s common stock, $.01 par value.





MEDISCIENCE TECHNOLOGY
CORP.


NOVEMBER 30,
2008





INDEX


PAGEPART
      1.
                                                          Financial
      InformationItem
      1.
                                                          Financial
      StatementsConsolidated
      Balance Sheet as of November 30, 2008 (Unaudited) and February 29, 2008
      (Audited)
                                                          1Consolidated
      Statement of Operations for the Nine and Three Months Ended November 30,
      2008 (Unaudited) and November 30, 2007 (Unaudited)
                                                          2Consolidated
      Statement of Changes in Stockholders’ Deficit for the Nine Months Ended
      November 30, 2008 (Unaudited)
                                                          3Consolidated
      Statement of Cash Flows for the Nine Months Ended November 30, 2008
      (Unaudited) and November 30, 2007 (Unaudited)
                                                          4Notes
      to Consolidated Financial Statements
                                                          5-12Item
      2.
                                                          Management’s
      Discussion and Analysis
                                                          13-14Item
      3.
                                                          Quantitative
      and Qualitative Disclosures About Market Risk
                                                          15Item
      4T.
                                                          Controls
      and Procedures
                                                          15PART
      11.
                                                          Other
      Information
                                                          16-17Item
      1.
                                                          Legal
      ProceedingsItem
      1A.
                                                          Risk
      FactorsItem
      2.
                                                          Unregistered
      Sales of Equity Securities and Use of ProceedsItem
      3.
                                                          Defaults
      Upon Senior SecuritiesItem
      4.
                                                          Submission
      of Matters to a Vote of Security HoldersItem
      5.
                                                          Other
      InformationItem
      6.
                                                          ExhibitsSignatures
                                                          18Exhibit
      Index
                                                          19Exhibits
                                                          20-22








MEDISCIENCE TECHNOLOGY
CORP.


CONSOLIDATED BALANCE
SHEET





November 30,
                                                                2008
                                                                (Unaudited)
                                                              
                                                              
                                                              February 29,
                                                                2008
                                                                (Audited)ASSETSCURRENT ASSETSCash
      and Cash Equivalents
                                                              
                                                              $
                                                              113,506
                                                              
                                                              
                                                              $
                                                              123,582Prepaid
      Expenses and Other Current Assets
                                                              
                                                              
                                                              23,734
                                                              
                                                              
                                                              
                                                              60,943Total
      Current Assets
                                                              
                                                              
                                                              137,240
                                                              
                                                              
                                                              
                                                              184,525PROPERTY PLANT AND
EQUIPMENTNet
      of Accumulated Depreciation
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              345OTHER ASSETS - Security
      Deposit
                                                              
                                                              
                                                              1,800
                                                              
                                                              
                                                              
                                                              1,800-
      Deferred Costs
                                                              
                                                              
                                                              138,252
                                                              
                                                              
                                                              
                                                              279,189TOTAL ASSETS
                                                              
                                                              $
                                                              277,292
                                                              
                                                              
                                                              $
                                                              465,859LIABILITIES AND STOCKHOLDERS'
      DEFICITCURRENT LIABILITIESConvertible
      Debt, Net of Discount of $254,365 and $268,970
                                                              
                                                              $
                                                              1,402,135
                                                              
                                                              
                                                              $
                                                              849,030Accounts
      Payable
                                                              
                                                              
                                                              72,066
                                                              
                                                              
                                                              
                                                              128,647Accrued
      Liabilities
                                                              
                                                              
                                                              4,052,033
                                                              
                                                              
                                                              
                                                              3,798,221Total
      Current Liabilities
                                                              
                                                              
                                                              5,526,234
                                                              
                                                              
                                                              
                                                              4,775,898STOCKHOLDERS' DEFICITConvertible
      Preferred Stock, $.01 Par Value, 50,000 SharesAuthorized;
      Issued and Outstanding -0- Shares November 30,2008;
      -0- Shares February 29, 2008
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -Common
      Stock $.01Par Value, Authorized 199,950,000Shares;
      Issued and Outstanding Shares - 70,932,406 SharesNovember
      30, 2008; 67,250,989 Shares - February 29, 2008
                                                              
                                                              
                                                              709,324
                                                              
                                                              
                                                              
                                                              672,510Additonal
      Paid-in Capital
                                                              
                                                              
                                                              27,116,504
                                                              
                                                              
                                                              
                                                              26,394,562Accumulated
      Deficit
                                                              
                                                              
                                                              (33,074,770
                                                              )
                                                              
                                                              
                                                              (31,377,111
                                                              )Total
      Stockholders' Deficit
                                                              
                                                              
                                                              (5,248,942
                                                              )
                                                              
                                                              
                                                              (4,130,039
                                                              )TOTAL LIABILITIES & STOCKHOLDERS'
      DEFICIT
                                                              
                                                              $
                                                              277,292
                                                              
                                                              
                                                              $
                                                              465,859





See Notes
to Consolidated Financial Statements.


1


MEDISCIENCE TECHNOLOGY
CORP.


CONSOLIDATED STATEMENT OF
OPERATIONS


FOR THE NINE AND THREE
MONTHS ENDED NOVEMBER 30, 2008 AND 2007


(UNAUDITED)








NINE
      MONTHS
                
                
                THREE
      MONTHS2008
                
                
                2007
                
                
                2008
                
                
                2007Net
      Sales
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Cost
      of Sales
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Gross
      Profit
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -General
      and Administrative Expense
                
                
                870,700
                
                
                
                908,286
                
                
                
                434,249
                
                
                
                300,823Product
      Development Expense
                
                
                136,999
                
                
                
                626,179
                
                
                
                47,242
                
                
                
                278,342Total
      Expenses
                
                
                1,007,699
                
                
                
                1,534,465
                
                
                
                481,491
                
                
                
                579,165Interest
      Income
                
                
                4,203
                
                
                
                8,555
                
                
                
                951
                
                
                
                3,264Interest
      Expense
                
                
                (141,058
                )
                
                
                (57,312
                )
                
                
                (50,573
                )
                
                
                (29,919
                )Accretion
      of Interest on Convertible Debt
                
                
                (553,105
                )
                
                
                (550,371
                )
                
                
                (170,199
                )
                
                
                (298,659
                )Total
      Other Income and Expense
                
                
                (689,960
                )
                
                
                (599,128
                )
                
                
                (219,821
                )
                
                
                (325,314
                )Net
      Loss
                
                $
                (1,697,659
                )
                
                $
                (2,133,593
                )
                
                $
                (701,312
                )
                
                $
                (904,479
                )Basic
      and Diluted Loss Per Common Share
                
                $
                (0.025
                )
                
                $
                (0.032
                )
                
                $
                (0.010
                )
                
                $
                (0.014
                )Weighted
      Average Common SharesOutstanding
                
                
                67,660,035
                
                
                
                65,499,607
                
                
                
                68,478,128
                
                
                
                66,064,274





See Notes
to Consolidated Financial Statements.


2


MEDISCIENCE TECHNOLOGY CORP.
AND SUBSIDIARIES


CONSOLIDATED STATEMENT OF
CHANGES IN STOCKHOLDERS’ DEFICIT


FOR THE NINE MONTHS ENDED
NOVEMBER 30, 2008


(UNAUDITED)




Preferred Stock
                
                
                Common StockShares
                
                
                Amount
                
                
                Shares
                
                
                Amount
                
                
                Additional
                  Paid-In Capital
                
                
                Accumulated
                  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
                
                
                
                -Issuance
      of Stock Anti-Dilution Rights
                
                
                -
                
                
                
                -
                
                
                
                534,907
                
                
                
                5,349
                
                
                
                (5,349
                )
                
                
                -Issuance
      of Stock for Services
                
                
                -
                
                
                
                -
                
                
                
                3,146,510
                
                
                
                31,465
                
                
                
                188,791
                
                
                
                -Net
      Loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (1,697,659
                )BALANCE,
      NOVEMBER 30, 2008
                
                
                -
                
                
                $
                -
                
                
                
                70,932,406
                
                
                $
                709,324
                
                
                $
                27,116,504
                
                
                $
                (33,074,770
                )





See Notes
to Consolidated Financial Statements.


3


MEDISCIENCE TECHNOLOGY
CORP.


CONSOLIDATED STATEMENT OF
CASH FLOWS


FOR THE NINE MONTHS ENDED
NOVEMBER 30, 2008 AND 2007


(UNAUDITED)








2008
                            
                            
                            2007CASH FLOWS FROM OPERATING
      ACTIVITIESAdjustments
      to Reconcile Net Loss to Net Cash Used InOperating
      Activities:Net
      Loss
                            
                            $
                            (1,697,659
                            )
                            
                            $
                            (2,133,593
                            )Accretion
      of Interest on Convertible Debt
                            
                            
                            553,105
                            
                            
                            
                            550,371Depreciation
                            
                            
                            345
                            
                            
                            
                            708Common
      Stock Issued for Services
                            
                            
                            220,256
                            
                            
                            
                            -Amortization
      of Prepaid Financing Charges
                            
                            
                            -
                            
                            
                            
                            45,317Amortization
      of Deferred Costs
                            
                            
                            140,937
                            
                            
                            
                            406,656Subtotal
                            
                            
                            (783,016
                            )
                            
                            
                            (1,130,541
                            )Changes
      in Assets and LiabilitiesDecrease
      in Prepaid Expense and OtherCurrent
      Assets
                            
                            
                            37,209
                            
                            
                            
                            34,971(Decrease)
      Increase in Accounts Payable
                            
                            
                            (56,581
                            )
                            
                            
                            20,336Increase
      in Accrued Liabilities
                            
                            
                            253,812
                            
                            
                            
                            97,106Net
      Cash Used for Operating Activities
                            
                            
                            (548,576
                            )
                            
                            
                            (978,128
                            )CASH FLOWS FROM FINANCING
      ACTIVITIESProceeds
      from Issuance of Common Stock
                            
                            
                            -
                            
                            
                            
                            100,000Proceeds
      from Issuance of Convertible Debt
                            
                            
                            538,500
                            
                            
                            
                            925,000Net
      Cash Provided by Financing Activities
                            
                            
                            538,500
                            
                            
                            
                            1,025,000INCREASE (DECREASE) IN CASH AND CASH
      EQUIVALENTS
                            
                            
                            (10,076
                            )
                            
                            
                            46,872CASH AND CASH EQUIVALENTSBeginning
      Balance
                            
                            
                            123,582
                            
                            
                            
                            138,508Ending
      Balance
                            
                            $
                            113,506
                            
                            
                            $
                            185,380SUPPLEMENTAL SCHEDULE OF NON-CASH
      FINANCINGACTIVITIES:Common
      Stock Issued for Future Services
                            
                            $
                            -
                            
                            
                            $
                            60,000Common
      Stock Issued for Anti-Diluting Rights
                            
                            $
                            5,349
                            
                            
                            $
                            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 nine month periods ended
November 30, 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 nine months
ended November 30, 2008 may not necessarily be indicative of the operating
results expected for the full year.





3.         Significant
Accounting Policies





Use
of Estimates





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


5





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 nine months ended November 30,
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.





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.


6


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 dividendsor 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:





Three
      Months Ending
                    February
      28, 2009
                    
                    $
                    37,705Year
      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 November 30, 2008) or three months after
the completion of a secondary offering 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 a secondary
offering of BioScopix or (ii) shares of BioScopix at a price equal to 50% of the
secondary offering 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 NINE month
lockup in the amount of principal and accrued interest and receive 50% warrant
coverage at 75% of the BioScopix stock secondary offering 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
November 30, 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 discount on convertible debt
amounted to $553,105 and $170,199 for the nine and three months ended November
30, 2008 and $550,371 and $298,659 for the nine and three months ended November
30, 2007.





Accrued
interest as of November 30, 2008 and February 29, 2008 was $226,300 and $87,231,
respectively.  Accrued interest expense for the nine and three months
ended November 30, 2008 was $141,058 and $51,414, respectively and for the nine
and three months ended November 30, 2007 was $57,312 and $29,919,
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
secondary offering which is expected to take place prior to April 15,
2009.  As of January 10, 2009, there have been no demands for
repayment by the Note holders.





6.         Related
Party Transactions





Legal
services rendered by Mr. Katevatis, Chairman amounted to $38,139 for the nine
months ended November 30, 2008 and $37,500 for the nine months ended November
30, 2007.  These amounts are recorded in general and administrative
expense.





As part
of Mr. Katevatis’ employment agreement, the Company pays property taxes and
certain operating expenses on the home of Mr. Katevatis in lieu of rent, since
the Company’s operations are located in Mr. Katevatis’ home.  Expenses
recognized were $17,294 and $15,306 for the nine months ended November 30, 2008
and 2007, respectively.


8


7.         Accrued
Liabilities





Accrued
liabilities consist of the following:





November 30, 2008
                    
                    
                    February 29, 2008Legal
      and Professional Fees
                    
                    $
                    160,326
                    
                    
                    $
                    228,382Consulting
      and University Fees
                    
                    
                    1,440,615
                    
                    
                    
                    1,440,615Salaries
      and Wages
                    
                    
                    2,132,557
                    
                    
                    
                    1,949,758Accrued
      Interest
                    
                    
                    226,300
                    
                    
                    
                    87,231Other
                    
                    
                    92,235
                    
                    
                    
                    92,235Total
                    
                    $
                    4,052,033
                    
                    
                    $
                    3,798,221





Included
in legal and professional fees as of November 30, 2008 and February 29, 2008 is
$36,901 and $75,958 respectively, for legal services rendered by Mr. Katevatis
(Note 6).





Included
in Consulting and University Fees as of November 30, 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 November 30, 2008 and February 29, 2008 is
$2,110,286 and $1,938,758 respectively, owed to Mr. Katevatis, Chairman of the
Board, with respect to his employment agreement.





Included
in salaries and wages as of November 30, 2008 and February 29, 2008 is $4,000
and $11,000, respectively, owed to Mr. Benick, Chief Financial Officer, with
respect to his employment agreement.





Included
in salaries and wages as of November 30, 2008 is $9,135 owed to Mr. Kamal K.
Sarbadhikari, incoming Chief Executive Officer, with respect to his employment
agreement.





Included
in salaries and wages as of November 30, 2008 is $9,135 owed to Mr. Jose Mir,
incoming Chief Technology Officer, with respect to his employment
agreement.





Accrued
expense reimbursements of $92,235 and $92,235 were due to Dr. Alfano at November
30, 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 nine-months ended
November 30, 2008, the Company did issue 534,907 shares of common stock of the
Company to Mr. Katevatis in connection with the anti-dilution
rights.  As of November 30, 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.





Common
Stock Issued for Services





During
November 2008, the Company issued 3,146,510 restricted shares of its common
stock with a value of $220,256 to a group of financial consultants in exchange
for professional services and funding raising efforts, as per their
agreement.  The transaction was recognized based on the fair market
value of the shares issued (the closing price of the Company’s common stock on
the date of issuance).





9.         Stock
Options and Warrants





Stock
Options





Activity
related to stock options during the nine months ended November 30, 2008 is as
follows:





WeightedExercise
                          
                          
                          AverageShares
                          
                          
                          Price Range
                          
                          
                          Exercise PriceOutstanding,
      February 29, 2008
                          
                          
                          300,000
                          
                          
                          $
                          1.00
                          
                          
                          $
                          1.00Granted
                          
                          
                          -Exercised
                          
                          
                          -Forfeited
                          
                          
                          -Outstanding,
      November 30, 2008
                          
                          
                          300,000
                          
                          
                          $
                          1.00
                          
                          
                          $
                          1.00


10


Stock
Warrants





Activity
related to stock warrants during the nine months ended November 30, 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,
      November 30, 2008
                      
                      
                      3,999,332
                      
                      
                      $
                      0.10
      - $ 3.00
                      
                      
                      $
                      0.90





10.         Income
Taxes





There is
no income tax benefit for the losses for the nine months ended November 30, 2008
and November 30, 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 November 30, 2008
and there was no accrual for uncertain tax positions as of November 30,
2008.





11.         Significant
and Subsequent Event





On
November 5, 2008, Mediscience Technology Corp., a New Jersey corporation
(“Mediscience”) entered into an agreement and plan of reorganization (the
“Merger Agreement”) with SensiVida Acquisition Corp., a Delaware corporation and
wholly-owned subsidiary of Mediscience (“Merger Sub”), and SensiVida Medical
Systems, Inc., a Delaware corporation (“SensiVida”), pursuant to which Merger
Sub will be merged into SensiVida (the “Merger”).  After completion of
the Merger, it is anticipated that SensiVida will be merged with and into
Mediscience with the name of the surviving corporation being SensiVida
Technologies, Inc.





Under the
Merger Agreement, Mediscience will issue 33,333,333 shares of its common stock,
par value $.01per share (the “Common Stock”) to the three stockholders of
SensiVida as consideration for the Merger.  All of the stockholders of
SensiVida are accredited investors as such term is defined in Rule 501 of the
Securities Act of 1933, as amended (the “Securities Act”) and the 33,333,333
shares of Mediscience Common Stock will be issued pursuant to the exemption from
registration under Rule 506 of Regulation D of the Securities Act.





The
Merger Agreement also provides that the board of directors of Mediscience (the
“Board”), acting pursuant to the Board’s authority under Article III, Section 6
of Mediscience’s bylaws, shall expand the Board from five to seven members and
nominate Kamal Sarbadhikari and Jose Mir to fill the vacancies resulting from
these newly created directorships.  Messrs. Sarbadhikari and Mir are
two of the three stockholders of SensiVida and own 75,000 of the 88,000 issued
and outstanding shares of capital stock of SensiVida.





In
addition, the following closing conditions must be satisfied prior to completing
the Merger:





1.
            Mediscience
      must complete a merger of its wholly-owned subsidiary, BioScopix, Inc., a
      Delaware corporation, with and into
Mediscience.





2.
            Messrs.
      Sarbadhikari and Mir must enter into employment agreements with
      Mediscience, to serve as the President and Chief Executive Officer and the
      Chief Technology Officer of Mediscience,
      respectively.  Simultaneous with the Merger, Peter Katevatis
      will resign as Chief Executive Officer and Treasurer of Mediscience and
      will step down as Chairman of the
Board.


11


3.
            Other
      customary closing conditions relating to the delivery of financial
      statements, closing certificates as to representations and warranties, the
      termination of certain legacy agreements of SensiVida, and the delivery of
      any required consents or government
approvals.





The
Merger is expected to be completed by the end of Mediscience’s fiscal year
ending February 28, 2009.


12


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





Results of
Operations





Nine Months Ending November
30, 2008 Compared to


Nine Months Ending November
30, 2007





Revenues





We had no
revenues during our nine months ending November 30, 2008 and November 30,
2007.  Our primary focus was our continued development of our
light-based technology.





General and Administrative
Expense





General
and administrative expenses decreased approximately $37,600 or 4% during the
current nine month period ended November 30, 2008 as compared to the nine month
period ended November 30, 2007.  The decline was the net of increases
and decreases in major expense components.  Salaries, wages and
related expenses approximating $227,600 increased approximately $36,000 as a
result of the prior renewal of Mr. Katevatis’ employment contract and the
addition of a new Chief Executive Officer and a Chief Technology Officer in
November 2008, in conjunction with the pending merger of the Company and
SensiVida Medical Systems, Inc. As a result of the pending merger, Mr.
Katevatis’ employment agreement will terminate.  The new CEO and CTO
will each be compensated at an annual salary of $150,000 per year.  As
a related matter, professional fees increased approximately $38,000 during the
current period.  Also during the current nine month period, financial
service (bridge fees and related costs) increased approximately
$135,000.  The net increase is primarily related to the stock issuance
for services at fair market value, completed in November 2008.





During
the current nine month period, consulting costs decreased approximately $220,000
due primarily to a decrease in amortization of deferred costs.  Also
declining during the period, were approximately $14,000 of auto and travel
expense, along with a net decrease in all other general and administrative
expenses approximating $12,000.





Product Development
Expense





Product
development expense decreased approximately $489,000 or 78% during the current
nine month period ended November 30, 2008 when compared to the prior nine month
period ended November 30, 2007.  The decrease is due to the
availability of funding to continue the research which had been conducted at
Infotonics in Rochester, NY.  Infotonics had 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 November 30, 2008 approximating $5,389,000
compared to a deficiency approximating $4,592,000 at February 29, 2008
representing an increase in the deficiency approximating $797,000 for the
current nine month period ended November 30, 2008.  The increase in
the deficiency consisted of a decrease approximating $47,000 in current assets,
consisting of cash and prepaid expenses, and an increase approximating $750,000
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 nine months ended November
30, 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.


13


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.





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.


14


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
January 14, 2009, our board of directors carried 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,
Chairman.  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.





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.


15


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





During
      November 2008, the company issued 3,146,510 restricted shares of its
      common stock with a value of $220,256 to a group of financial consultants
      in exchange for professional services and funding raising efforts as per
      their agreement.  The transaction was recognized based on the
      fair market value of the shares issued (the closing price of the Company’s
      common stock on the date of
issuance).





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 secondary offering which is expected to take
place prior to April 15, 2009.  As of January 10, 2009, 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







16




Item
      6.
            Exhibits





2.1
            Agreement
      and Plan of Merger of BioScopix, Inc., a Delaware corporation, into
      MediScience Technology Corp., a New Jersey corporation, dated as of
      November 5, 2008.





2.2
            Agreement
      and Plan of Reorganization by and Among BioScopix, Inc., a New Jersey
      corporation (successor by merger to MediScience Technology Corp.),
      SensiVida Acquisition Corp., a Delaware corporation, and SensiVida Medical
      Systems, Inc., a Delaware corporation, dated as of November 5,
      2008.





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


17


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)January
      16, 2009/s/ Peter KatevatisPeter
      KatevatisChairman
      and Chief Executive OfficerJanuary
      16, 2009/s/ Frank D. BenickFrank
      D. Benick, CPA, CVAChief Financial OfficerPrincipal
      Financial and Accounting
Officer




18