FORM 10-QSB/A

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

    Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act
                                     of 1934

       For Quarter Ended November 30, 2001 Commission File Number 0-7405

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


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


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

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

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

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

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of November 30, 2001.

    Title of Class                                  Number of Shares Outstanding
-----------------------                             ----------------------------
Common Stock, par value                                     36,926,870
$.01 per share


<PAGE>


                          MEDISCIENCE TECHNOLOGY CORP.
                          ----------------------------
                                NOVEMBER 30, 2001
                                -----------------


                                      INDEX
                                      -----


                                                                          PAGE
                                                                          ----
PART I.  Financial Information
Item 1.  Consolidated Financial Statements
         Consolidated Balance Sheets as at November 30, 2001
         (Unaudited) and February 28, 2001 (Audited)                       1
         Consolidated Statement of Operations for the Nine and
         Three Months Ended November 30, 2001 (Unaudited)
         and November 30, 2000 (Unaudited)                                 2
         Consolidated Statement of Cash Flows for the Nine
         Months Ended November 30 , 2001 (Unaudited) and
         November 30, 2000 (Unaudited)                                     3
         Exhibit to Statements of Operations                               4
         Notes to Financial Statements                                   5 - 9
Item 2.  Management's Plan of Operation                                 10 - 12
PART II. Other Information                                                13
Item 1.  Legal Proceedings
Item 2.  Changes in Securities
Item 3.  Defaults Upon Senior Securities
Item 4.  Submission of Matters to Vote of Security Holders
Item 5.  Other Information
Item 6.  Exhibits and Reports on Form 8-K


<PAGE>


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

<TABLE>
<CAPTION>
                                     ASSETS
                                     ------

                                                               November 30,
                                                                  2001                February 28,
                                                               (Unaudited)           2001 (Audited)
                                                               -----------           --------------
<S>                                                            <C>                     <C>
CURRENT ASSETS
      Cash                                                     $        --                  $ 7,120
      Other Assets                                                      --                       --
                                                                     -----                    -----
           Total Current Assets                                         --                    7,120
                                                                     -----                    -----
PROPERTY, PLANT AND EQUIPMENT
      Net of Accumulated Depreciation $201,811 -
        November 30, 2001; $199,178 - February 28, 2001              2,167                    4,800
                                                                     -----                    -----

TOTAL ASSETS                                                        $2,167                  $11,920
                                                                    ======                  =======

<CAPTION>
                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                    ----------------------------------------
<S>                                                            <C>                      <C>
CURRENT LIABILITIES
      Accounts Payable                                         $    12,171              $    14,943
      Other Accrued Liabilities                                  2,384,081                2,127,028
      Officer and Other Loans                                      167,729                  152,229
                                                               -----------              -----------
           Total Current Liabilities                             2,563,981                2,294,200
                                                               -----------              -----------
STOCKHOLDERS' DEFICIENCY
      Preferred Stock - $.01 Par Value; Authorized
        50,000 Shrs; Outstanding 2,074 Shrs - February 28, 2001;
        (Preference on Liquidation $20,740)                             --                       21
      Common Stock $.01 Par Value, Authorized
        39,950,000 Shares; Outstanding 36,926,870 Shares -
        November 30, 2001; 36,276,130 Shares - February 28,
        2001                                                       369,269                  362,761
      Additional Paid-in Capital                                18,396,490               18,274,977
      Accumulated Deficit                                      (21,327,573)             (20,920,039)
                                                               -----------              -----------
           Total Stockholders' Deficiency                       (2,561,814)              (2,282,280)
                                                               -----------              -----------
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIENCY                   $     2,167              $    11,920
                                                               ===========              ===========

</TABLE>

         "See Accompanying Notes to Consolidated Financial Statements."

                                        1


<PAGE>


                          MEDISCIENCE TECHNOLOGY CORP.
                          ----------------------------
                  CONSOLIDATED STATEMENT OF OPERATIONS AMENDED
                  --------------------------------------------
         FOR THE NINE AND THREE MONTHS ENDED NOVEMBER 30, 2001 AND 2000
         --------------------------------------------------------------
                                   (UNAUDITED)
                                   -----------



<TABLE>
<CAPTION>
                                                         NINE MONTHS                         THREE MONTHS
                                                -----------------------------      ------------------------------
                                                   2001              2000              2001              2000
                                                -----------      ------------      ------------      ------------
<S>                                             <C>               <C>              <C>              <C>
Net Sales                                       $        --      $         --      $         --      $         --
Cost of Sales                                            --                --                --                --
                                                -----------       -----------      ------------       -----------
      Gross Profit                                                                           --                --
General and Administrative Expense                  365,131           535,567           165,791           173,343
Product Development Expense                              --                --                --                --
Advertising, Travel and Marketing                    42,570            37,997             8,565             2,456
                                                -----------       -----------      ------------       -----------
      Total Expenses                                407,701           573,564           174,356           175,799
                                                -----------       -----------      ------------       -----------
Other Income                                            167               434                42                46
                                                -----------       -----------      ------------       -----------
Net Loss                                        $  (407,534)      $  (573,130)         (174,314)         (175,753)
                                                ===========       ===========      ============       ===========
Net Loss Per Common Share, Basic
    and Diluted                                 $      (.01)      $      (.02)            (.005)      $     (.005)
                                                ===========       ===========      ============       ===========
Weighted Average Number of Shares
  of Common Stock Outstanding                    36,606,212        36,181,686        36,879,710        36,226,130
                                                ===========       ===========      ============       ===========
</TABLE>

Supplemental Disclosure
-----------------------

     In November 2001, Preferred Shareholders converted 1 share of Preferred for
10 shares of Common

         "See Accompanying Notes to Consolidated Financial Statements."

                                        2


<PAGE>


                          MEDISCIENCE TECHNOLOGY CORP.
                          ----------------------------
                  CONSOLIDATED STATEMENT OF CASH FLOWS AMENDED
                  --------------------------------------------
              FOR THE NINE MONTHS ENDED NOVEMBER 30, 2001 AND 2000
              ----------------------------------------------------
                                   (UNAUDITED)
                                   -----------


<TABLE>
<CAPTION>

                                                                       2001              2000
                                                                       ----              ----
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                               <C>               <C>
      Net Loss                                                    $    (407,534)    $   (573,130)
      Adjustment for Item Not Requiring Cash Outlay
           Depreciation                                                   2,633            2,842
           Stock Issued for Services                                     83,000           65,000
                                                                  -------------     ------------
           Subtotal                                                    (321,901)        (505,288)
      Changes in Assets and Liabilities:
           Decrease (Increase) in Other Assets                               --           20,191
           Increase (Decrease) in Accounts Payable                       (2,772)          (5,334)
           Increase (Decrease) in Other Accrued Liabilities             257,053          428,578
           Increase (Decrease) In Officer and Other Loans                15,500            7,856
                                                                  -------------     ------------
                Net Cash Flows Used for Operating Activities            (52,120)         (53,997)
                                                                  -------------     ------------

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

CASH FLOWS FROM FINANCING ACTIVITIES

      Proceeds from Issuance of Common Stock                             45,000           37,500
                                                                  -------------     ------------
DECREASE IN CASH                                                         (7,120)         (16,497)
CASH
      Beginning Balance                                                   7,120           17,066
                                                                  -------------     ------------
      Ending Balance                                              $          --     $        569
                                                                  =============     ============

</TABLE>
         "See Accompanying Notes to Consolidated Financial Statements."

                                        3


<PAGE>


                       EXHIBIT TO STATEMENTS OF OPERATIONS
                  WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING




<TABLE>
<CAPTION>
                              Common                                                                Weighted
                              Stock                                                                 Average
                          $.01 Par Value              Common              Number of                Number of
                            Issued and                Stock                 Shares                   Shares
                           Outstanding             Equivalents           Outstanding              Outstanding
                          --------------           -----------           ------------             -----------
<S>                         <C>                             <C>           <C>                      <C>
March 2001                  36,276,130                      --            36,276,130
April 2001                  36,276,130                      --            36,276,130
May 2001                    36,276,130                      --            36,276,130
June 2001                   36,276,130                      --            36,276,130
July 2001                   36,856,130                      --            36,856,130
August 2001                 36,856,130                      --            36,856,130
September 2001              36,856,130                      --            36,856,130
October 2001                36,856,130                      --            36,856,130
November 2001               36,926,870                      --            36,926,870               36,606,212


</TABLE>
         "See Accompanying Notes to Consolidated Financial Statements."

                                        4


<PAGE>


                          Notes to Financial Statements

1.   Management Plans and Going Concern Matters

The Company expects to incur substantial expenditures to further the development
and commercialization of its products. To achieve this, management will seek
additional financing through private placements or other financing alternatives,
and might also seek to sell the Company or its technology. There can be no
assurance that continued financings will be available to the Company or that, if
available, the amounts will be sufficient or that the terms will be acceptable
to the Company.

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

2.   Nature of Operations and Basis of Presentation

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

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

The consolidated financial statements as of and for the three and nine month
periods ended November 30, 2001 and 2000 are unaudited and are presented
pursuant to the rules and regulations of the Securities and Exchange Commission.
Accordingly, these consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
contained in the Company's 2000 Annual Report on Form 10-K. In the opinion of
management, the accompanying consolidated financial statements reflect all
adjustments (which are of a normal recurring nature) necessary for a fair
statement of the results for the interim periods, but are not necessarily
indicative of the results of operations for a full fiscal year.

3.   Significant Accounting Policies

     Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the


                                        5


<PAGE>


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.

4.   Related Party Transactions

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

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

Pursuant to the terms of an employment agreement, Mr. Hugill, was to be paid
$50,000 per annum, was issued options to purchase 200,000 shares of the
Company's stock, and was to receive warrants to purchase shares equal to 5% of
the number of common shares outstanding on January 18, 1996 (or up to 10% as of
such date at the discretion of the Board of Directors) at an option price of
$1.00 per share, upon the attainment of certain milestones in the future. On
January 31, 1997, Mr. Hugill resigned as President and Chief Executive Officer
of the Company and the 200,000 options were cancelled. The warrant agreement was
amended and effective January 31, 1997, Mr. Hugill was granted a warrant to
purchase up to 473,220 shares of the Company's common stock at a price of $1.00
per share. This warrant is exercisable at any time through July 2003 except for
315,480 shares which is exercisable only upon the attainment of certain
milestones. Compensation expense will be recognized for the difference between
the warrant price and the fair market value of the stock at the date that the
milestones are attained. As of November 30, 2001, no milestones have been
achieved.

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

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

                                        6


<PAGE>


Legal services rendered by Mr. Katevatis amounted to $37,500 for the nine months
ended November 30, 2001 and 2000 and $12,500 for the three months ended November
30, 2001 and 2000. These amounts have been charged to operations.

In 2000 and 2001, Mr. Katevatis advanced funds to the Company in order to
provide the Company with the funding to pay operational expenses as they became
due. These advances do not accrue interest and are to be repaid as soon as the
Company raises additional funds. As of November 30, 2001 and February 28, 2001,
the balance of the officer and other loans payable to Mr. Katevatis was $137,729
and $122,229, respectively.

In fiscal 1999, the Company borrowed $25,000 from Tami Adelstein and issued Mr.
Adelstein a warrant to purchase 100,000 shares of the Company's common stock at
$.25 per share. The warrant was valued at $11,400 and was recorded as interest
expense. The loan is due and payable by the Company without interest on or
before August 12, 1999; thereafter, interest is payable at the rate of 1.5% per
month. On August 12, 1999, the Company did not repay the note. On October 12,
1999, Peter Katevatis, advanced the funds for the repayment of the note and
accrued interest to October 12, 1999.

In addition, the Company pays property taxes and certain operating expenses on
the home of Mr. Katevatis in lieu of rent, since the Company's operations are
located in Mr. Katevatis home. Expenses recognized were $5,022 and $5,218 for
the nine months ended November 30, 2001 and 2000 and $756 and $2,259 for the
three months ended November 30, 2001 and 2000.

On November 17, 1999, the Company entered into a three year employment agreement
beginning February 1, 2000 with Dr. Frank S. Castellana. Pursuant to the terms
of such agreement, Dr. Castellana became the President and Chief Executive
Officer of the Company and is to be paid $100,000 per annum. In addition, he was
issued options to purchase up to 914,373 shares of the Company's common stock at
an option price of $.32 per share and was issued a warrant to purchase up to
1,978,746 shares of the Company's common stock at an exercise price of $.05 per
share for the first 150,000 shares and at an exercise price of $.50 per share
for the remaining 1,828,746 shares. The 150,000 shares vested upon his first day
of work which was February 1, 2000. In connection with vesting on February 1,
2000, the Company recognized an expense of $98,079 which represented the fair
market value of the warrant on the vesting date since the warrant was issued
prior to the effective employment date. Dr. Castellana's ability to exercise
these options and remaining shares under the warrant is subject to a series of
milestones described in his employment agreement. The Company may have to
recognize compensation expense in the future on these options and warrants
calculated as the difference between the option and warrant prices and the fair
market value of the Company's common stock on the date the milestones are
achieved.


                                        7


<PAGE>


5.   Other Accrued Liabilities

Accrued liabilities consist of the following:


                                                   November 30,     February 28,
                                                   ------------     ------------
                                                      2001             2001
                                                   ------------     ------------

    Legal and professional fees                    $  258,850       $  180,100
    Research and development                        1,084,898          962,399
    Salaries and wages                              1,003,000          943,833
    Other                                              37,333           40,696
                                                   ----------       ----------
                                                   $2,384,081       $2,127,028
                                                   ==========       ==========


Included in legal and professional fees as of November 30, 2001 and February 28,
2001 is $175,000 and $137,500, respectively, for legal services rendered by Mr.
Katevatis (Note 4).

Included in research and development as of November 30, 2001 and February 28,
2001 is $757,817 and $635,318, respectively, owed to Dr. Alfano (Note 6) with
respect to his consulting agreement.

Included in salaries and wages as of November 30, 2001 and February 28, 2001 is
$956,333 and $806,333, respectively, owed to Mr. Katevatis and $168,750 and
$137,500, respectively, owed to Mr. Castellana in accordance with their
respective employment agreements.

6.   Commitments and Contingencies

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

The Company has committed to fund approximately $295,000 over a twelve-month
period beginning June 1, 1995 for Mediphotonics Laboratory research at the City
College of the City University of New York ("CCNY") under a contract which is
renewed annually. The Company has funded CCNY approximately $157,565 for the
twelve-month periods ended May 31, 1999. The Company did not provide any funding
during the three and nine month periods ended November 30, 2001 and 2000.

In connection with the acquisition of patent rights to its cancer detection
technology, the Company assumed an obligation to pay to Dr. Alfano's daughter a
royalty of one percent of the gross sales derived from any equipment made,
leased or sold which utilizes the concepts described in the Company's cancer
detection patent. Additionally, the Company is to pay a royalty equal to three
and


                                        8


<PAGE>


one half percent of the gross sales of any invention from the Company's existing
patents or newly obtained patents, respectively. No amounts have been paid
during the three and nine month periods ended November 30, 2001 and 2000.

In addition to the above royalties, the Company has obtained worldwide licensing
rights for patents from two universities and has agreed to pay royalties of four
percent of the net sales of all products generated form the patents and fifty
percent of any income received from sublicensing of the patents. No amounts have
been paid during the three and nine month periods ended November 30, 2001 and
2000.

                                        9


<PAGE>


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


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

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

Until July, 1998, the Company provided annual funding grants to the
Mediphotonics Laboratory of the City University of New York in accordance with a
budget of activities and expenditures negotiated between the Company and the
University. The arrangement was renewable annually and could be terminated
without cause by either party upon 90 days prior written notice. The contract
with CUNY was extended by agreement at no cost until October 1, 1998. Because of
funding limitations, the Company was unable to renew its contract following
expiration of the October, 1998 extension. The Company plans to resume its
support of relevant programs when, and if, current fund raising efforts are
successful.

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

In November, 1999, Frank S. Castellana, M.D., Eng. Sc. D. joined its executive
team as President and Chief Executive Officer, effective February 1, 2000. The
Company announced that it was seeking investment partners to support the funding
of a joint effort between itself, Sarnoff Corporation, and the Mediphotonics
Laboratory of the City University of New York to develop and commercialize an
advanced, second generation version of its proprietary two-dimensional
fluorescence imaging system for early cancer detection. Effective June 1, 2001
with notice to the Board of Directors Dr. Castellana voluntarily terminated his
employment agreement. He felt that he could not satisfy the Company's needs and
choose to step aside. Dr. Castellana now has a full time consulting business and
the Company expects to use his consulting services in the future.

Effective July 9th 2001 Peter Katevatis, Esq. Chairman CEO on behalf of the
Company entered into a three year employment relationship with Mr. Sidney
Braginsky as the new President and COO. Mr. Braginsky was formerly with OLYMPUS
OPTICAL LTD for 27 years most recently as President CEO of OLYMPUS AMERICA,
Inc., the Olympus US subsidiary. OLYMPUS LTD. is a multi-national corporation
headquartered in Tokyo Japan and a world leader in microscopes, endoscopes,
automatic blood and fluid chemistry analyzers measuring research, industrial and
consumer products. The Company will


                                       10


<PAGE>


seek investment and/or corporate partners to support the funding of a joint
effort between itself, Sarnoff Corporation, and the Mediphotonics Laboratory of
the City University of New York to develop and commercialize an advanced, second
generation version of its proprietary two-dimensional fluorescence imaging
system for early cancer detection. Mr. Braginsky is a present board member of,
NOVEN Pharmaceuticals, REDOX Pharmaceuticals, ELECTRO-OPTICAL SYSTEMS, Inc.,
ESTEK CARDIOLOGY, Chairman of Double D Venture Funds LLC and Chairman of the
Board of City College of New York's Robert Chambers Laboratory.

Pursuant to the terms of such agreement, Mr. Braginsky is to be paid $100,000
per annum. In addition, on the date of this Agreement, MDSC will grant to
Employee an incentive stock option / Warrant pursuant to the 1999 Plan (the
"Option") to purchase a total of 2,000,000 shares of MDSC common stock. (i)
1,850,000 shares of MDSC Common Stock at option price of $.1.00 per share, and
(ii) 150,000 shares at $.25 per share. Sidney Braginsky's ability to exercise
these options and remaining shares under the warrant is subject to a series of
milestones described in his employment agreement. The Company may have to
recognize compensation expense in the future on these options and warrants
calculated as the difference between the option and warrant prices and the fair
market value of the Company's common stock on the date the milestones are
achieved. This option shall be effected as to any adjustment in the event of
first round funding, stock splits, reverse stock splits, warrants, etc.,
excepting however contract rights, agreements anti-dilution rights, etc.
(reflected in corporate SEC filings) in Peter Katevatis and Dr. Robert Alfano
founders.

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

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

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

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

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

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

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

The principal issue currently facing the Company is a lack of the financial
resources and liquidity required to maintain business momentum and to properly
leverage intellectual property assets; the resolution of this issue is the
highest priority of management. In the absence of the availability of such


                                       11


<PAGE>


financing on a timely basis, the Company may be forced to materially curtail or
cease its operations.

Two important derivative issues relate to the Company's research and licensing
agreements with the City University of New York. The Company has an outstanding
financial obligation to the University for work conducted during the period
August 1997 through July 1998. In 1999, an agreement was reached to extend the
time for payment until June 30, 2000. In October 2000, the Company and the City
University entered into a second agreement, which further extended the time for
payment until October 31, 2001. The time period for negotiating a minimum
royalty agreement on certain patents, which have or will pass the five-year
period for commercialization, was also extended until October 31, 2001. While we
are actively working to negotiate additional time extensions there is no
guarantee that we will be successful, and if so, that any subsequent agreements
will be on terms favorable to the Company. In addition, according to the terms
of our research and licensing agreement with the University, the Company must
negotiate a minimum royalty Agreement within 5 years of the date of filing for
all licensed patents for which product commercialization has not yet occurred.
As of the date of this filing, nine patents for which the Company has an
exclusive license from the Research Foundation have passed the five-year
commercialization window. The Company has negotiated with the Research
Foundation and extended the period of exclusivity for this intellectual
property. If the Company is unsuccessful in future negotiations, it could lose
rights to several of its key patents. The Company holds and totally owns certain
patents independent of CUNY that are not so affected which are seminal to its
basic technology.

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


                                       12


<PAGE>


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


Item 1. Legal Proceedings
        -----------------
        None

Item 2. Changes in Securities
        ---------------------
        As of November 30, 2001 Preferred Stock Shareholders converted Series A
        Preferred at the rate of ten (10) shares of Mediscience Common for each
        share of Preferred with a total issuance of 20,740 shares.

Item 3. Defaults Upon Senior Securities
        -------------------------------
        None

Item 4. Submission of Matters to a Vote of Security Holders
        ---------------------------------------------------
        None

Item 5. Other Information
        -----------------
        None

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


                                       13


<PAGE>


                                   SIGNATURES



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

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







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

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





                                       14