FORM 10-QSB

                       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 May 31, 1999 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 Folkstone Way, Cherry Hill, New Jersey 08034
--------------------------------------------------------------------------------
(Address of principal executive offices)

(Registrant's telephone number, including area code)  609-428-7952

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

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

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of May 31, 1999.

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

Common Stock, par value                           35,526,130
$.01 per share
Preferred Stock, par value                             2,074
$.01 per share
<PAGE>
                          MEDISCIENCE TECHNOLOGY CORP.
                                  MAY 31, 1999

                                      INDEX


PART I.               Financial Information

Item 1.               Financial Statements

                      Balance Sheets as at May 31, 1999 (Unaudited) and February
                      28, 1999

                      Statement of Operations for the Quarter ended May 31, 1999
                      (Unaudited) and May 31, 1998 (Unaudited)

                      Statement of Cash Flows for the Period ended May 31, 1999
                      (Unaudited) and May 31, 1998 (Unaudited)

                      Statement of Stockholders' Equity for the Period ended May
                      31, 1999 (Unaudited)

                      Exhibit to Statements of Operations

                      Notes to Financial Statements

Item 2.               Management's Plan of Operation


PART II.              Other Information

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>
<TABLE>
<CAPTION>
                          MEDISCIENCE TECHNOLOGY CORP.

                                 BALANCE SHEETS

                                                                 May 31, 1999
                                                                 (Unaudited)      February 28, 1999
                                                                 ------------     -----------------
<S>                                                              <C>                <C>
                             ASSETS
CURRENT ASSETS

         Cash and Cash Equivalents                               $        302       $     24,940
         Other Assets                                                  20,191             20,191
                                                                 ------------       ------------
                Total Current Assets                                   20,493             45,131
                                                                 ------------       ------------
PROPERTY, PLANT AND EQUIPMENT
         Net of Accumulated Depreciation $191,025                      12,952             14,408
           May 31, 1999; $189,570 - February 28, 1999
                                                                 ------------       ------------

TOTAL ASSETS                                                     $     33,445       $     59,539
                                                                 ============       ============

                LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
         Accounts Payable                                        $     49,441       $     47,108
         Other Accrued Liabilities                                  1,493,454          1,421,207
         Officer and Other Loans                                       58,070             64,109
                                                                 ------------       ------------
                  Total Current Liabilities                         1,600,965          1,532,424
                                                                 ------------       ------------
STOCKHOLDERS' EQUITY
         Preferred Stock - $.01 Par Value; Authorized                      21                 21
           50,000 Shrs; Outstanding 2,074 Shrs;
           (Preference on Liquidation $20,740)
         Common Stock $.01 Par Value, Authorized                      355,261            352,761
           39,950,000 Shares; Outstanding 35,526,130 Shares
         Additional Paid-in Capital                                18,013,042         17,796,811
         Accumulated Deficit                                      (19,935,844)       (19,622,478)
                                                                 ------------       ------------
                  Total Stockholders' Equity (Deficiency)          (1,567,520)        (1,472,885)
                                                                 ------------       ------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                         $     33,445       $     59,539
                                                                 ============       ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                          MEDISCIENCE TECHNOLOGY CORP.

                             STATEMENT OF OPERATIONS

                FOR THE THREE MONTHS ENDED MAY 31, 1999 AND 1998

                                   (UNAUDITED)

                                                         THREE MONTHS
                                                    1999                 1998
                                               ------------        ------------
<S>                                            <C>                 <C>
Net Sales                                      $       --          $       --
Cost of Sales                                          --                  --
                                               ------------        ------------
Gross Profit                                           --                  --
General and Administrative Expense                  296,676             154,433
Product Development Expense                           5,000              89,130
Advertising, Travel and Marketing                    11,818               6,859
                                               ------------        ------------
         Total Expenses                             313,494             250,422
                                               ------------        ------------
Other Income                                            128                  68
                                               ------------        ------------
Net Loss                                       $   (313,366)       $   (250,354)
                                               ------------        ------------
Net Loss Per Common Share                      $      (0.01)       $      (0.01)
                                               ============        ============
Weighted Average Number of Shares
  of Common Stock Outstanding                    35,376,130          34,943,618
                                               ============        ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                          MEDISCIENCE TECHNOLOGY CORP.

                             STATEMENT OF CASH FLOWS

                FOR THE THREE MONTHS ENDED MAY 31, 1999 AND 1998

                                   (UNAUDITED)

                                                                                 1999             1998
                                                                               ---------       ---------
<S>                                                                            <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
         Net Loss                                                              $(313,366)      $(250,354)
         Adjustment for Item Not Requiring Cash Outlay
                  Depreciation                                                     1,456           3,000
                  Stock Issued for Services                                       43,700            --
                  Issuance of Warrants                                           164,031            --
                                                                               ---------       ---------
                  Subtotal                                                       104,179        (247,354)
         Changes in Assets and Liabilities:
                   (Decrease) Increase in Other Assets                              --            14,931
                   Increase (Decrease) in Accounts Payable                         2,333          11,222
                   Increase (Decrease) in Other Accrued Liabilities               72,247         199,961
                   Increase (Decrease) In Officer and Other Loans                 (6,039)           --
                                                                               ---------       ---------
                           Net Cash Flows (Used for) Operating Activities        (35,638)        (21,240)
                                                                               ---------       ---------

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

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from Issuance of Common Stock                                            11,000            --
                                                                               ---------       ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                 (24,638)        (21,240)
CASH AND CASH EQUIVALENTS
         Beginning Balance                                                        24,940          21,240
                                                                               ---------       ---------
         Ending Balance                                                        $     302       $    --
                                                                               =========       =========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                          MEDISCIENCE TECHNOLOGY CORP.

                        STATEMENT OF STOCKHOLDERS' EQUITY

                     FOR THE THREE MONTHS ENDED MAY 31, 1999

                                   (UNAUDITED)

                                                 Preferred Stock                            Common Stock
                                                 Number of Shares     Preferred Stock     Number of Shares    Common Stock
                                                 -----------------    -----------------   -----------------   -------------
<S>                                              <C>                  <C>                 <C>                 <C>
Balance February 28, 1999                                   2,074                  $21          35,276,130        $352,761
Issuance of Stock for Cash and Services                 -                    -                     250,000           2,500
Issuance of Warrants                                    -                    -                   -                 -
Net Loss for the Three Months Ended
      May 31, 1999                                      -                    -                   -                 -
                                                 -----------------    -----------------   -----------------   -------------
Balance May 31, 1999                                        2,074                  $21          35,526,130        $355,261
                                                 =================    =================   =================   =============

<CAPTION>
                                                       Additional
                                                     Paid in Capital      Accumulated Deficit
                                                     ----------------    --------------------
<S>                                                  <C>                 <C>
Balance February 28, 1999                                $17,796,811           $(19,622,478)
Issuance of Stock for Cash and Services                       52,200              -
Issuance of Warrants                                         164,031              -
Net Loss for the Three Months Ended
      May 31, 1999                                          -                      (313,366)
                                                     ----------------    --------------------
Balance May 31, 1999                                     $18,013,042           $(19,935,844)
                                                     ================    ====================
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                       EXHIBIT TO STATEMENTS OF OPERATIONS

                                  WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING



                          Common Stock                Common               Number of               Weighted
                         $.01 Par Value               Stock                  Shares             Average Number
                           Issued and              Equivalents            Outstanding              of Shares
                           Outstanding                                                            Outstanding
                        ------------------         -------------         ---------------        ----------------
<S>                        <C>                     <C>                     <C>                    <C>
March 1999                 35,276,130                   -                  35,276,130
April 1999                 35,326,130                   -                  35,326,130
May 1999                   35,526,130                   -                  35,526,130             35,376,130
</TABLE>

<PAGE>
                          MEDISCIENCE TECHNOLOGY CORP.

                          NOTES TO FINANCIAL STATEMENTS

                                  MAY 31, 1999

                                   (UNAUDITED)

NOTE 1     RESULTS OF OPERATIONS

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

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

NOTE 2    OTHER ACCRUED LIABILITIES

      Other accrued liabilities consist of the following:

      Legal and Professional Fees                              $  172,350
      Research & Development                                      458,484
      Salaries, Consulting and Other                              862,620
                                                               -----------
                                                               $1,493,454
                                                               ===========
<PAGE>
                         MANAGEMENT'S PLAN OF OPERATION

The  Company's  mission is to discover,  develop and market novel and  effective
photonic   technologies  for  the  early  detection  of  cancer.  The  focus  of
Mediscience's  devices is aimed toward less invasive,  faster, more accurate and
more cost effective cancer diagnosis.

Mediscience's   primary   area   of   concentration   is  on   development   and
commercialization  of its patented Tissue Fluorescence  Spectroscopy  technology
which uses light for non-invasive and minimally  invasive detection of cancer in
humans,  in  vivo  (in  the  body).  Its  secondary  focus  is on  research  and
development of its Optical  Imaging  technology  which uses laser light to image
dense tissue without exposing the body to harmful ionizing irradiation.

The Company has successfully  conducted pre clinical  investigations with tissue
from the upper  aerodigestive  tract,  the cervix,  the breast and the colon.  A
human  clinical  feasibility  study  was  successfully  completed  for the upper
aerodigestive  tract and  additional  human  clinical  feasibility  studies  are
scheduled for the breast and esophagus. Other possible application opportunities
will be evaluated  during 1999 and pre clinical  evaluations  are expected to be
undertaken  for the  more  promising  opportunities  before  moving  on to human
clinical studies.

The Phase I  clinical  feasibility  study of the upper  aerodigestive  tract was
carried out at Memorial  Sloan-Kettering  under the Principle  Investigation  of
Stimson P. Schantz,  M.D., Associate Professor of Surgery and Director of Cancer
Prevention.  It was  established  in  this  study  that  the  Company's  CD Scan
prototype product is able to distinguish  between cancerous and normal tissue in
the oral cavity using its native tissue fluorescence spectroscopy technology.

At least two other clinical studies are continuing  into1999.  One such clinical
study is  focused on  diagnosis  of breast  cancer  using the  Company's  second
prototype  product,  CD Ratiometer.  This clinical  study is being  conducted at
Massachusetts  General  Hospital under the Principle  Investigation of Daniel B.
Kopans,  M.D.,  Associate  Professor of Radiology,  Harvard  Medical  School and
Section Head,  Breast  Imaging,  Massachusetts  General  Hospital.  The clinical
feasibility  study is sponsored by Mediscience  and will be partially  funded by
the United  States  Army  Medical  Research  Acquisition  Activity.  The second,
planned,  phase I clinical feasibility study will be done at New York Hospital's
Cornell  Medical  Center to assess the  potential  utility of  Mediscience's  CD
Ratiometer with fiberoptic  probe adapted to a flexible  endoscope  furnished by
Pentax Precision Instrument Corporation for monitoring Barrett's Esophagus.

In  addition  to working on its own,  Mediscience  is also  seeking  one or more
corporate alliance arrangements to jointly develop specific end use applications
for  its  technologies.  The  Company  is  also  selectively  considering  other
non-medical   applications  of  its  technology   through  possible   partnering
arrangements.

Mediscience  subcontracts  its research and  development  through an arrangement
with the City  University of New York.  Dr. Robert  Alfano,  a consultant to the
Company,  distinguished  professor  of science and  engineering  at CUNY and the
inventor  of  the  technology,  supervises  the  Company's  research  as  CUNY's
Principal  Investigator.  As a result of the contract research relationship with
CUNY, the Company  either owns or holds  exclusive  licenses to 22 U.S.  patents
plus in 1 in Japan,  for a total of 23 and has exclusive rights to an additional
20 U.S.patents pending.

The Company has a research agreement with Memorial  Sloan-Kettering Hospital for
investigation of its Tissue Fluorescence  Spectroscopy  technology and maintains
close  working  relationships  with  Columbia  Presbyterian  Hospital,  New York
Hospital's Cornell Medical Center and Massachusetts General Hospital.

The Company had developed  three  prototype  products that employ the technology
for cancer  diagnosis.  They include Cancer Detection Scan, CD Ratiometer and CD
Map. The CD Scan product  prototype is oriented toward medical  research.  It is
designed to provide optical  scanning  capability of a broad spectrum of optical
wavelengths  for evaluation of tissue.  CD Ratiometer on the other hand is being
designed  as a simple,  compact  instrument  with  user  friendly  features  and
characteristics.  It is designed to optically  assess the scanned tissue only at
pre-established  optical  wavelengths  and report out  essentially  a yes, no or
maybe  result on a computer  screen,  instantaneously.  CD  Ratiometer  with its
anticipated  assortment of probe designs is expected to be the preferred product
for the medical practitioners use in the office or clinical setting. CD Map is a
vision  instrument that is being designed to optically  assess an area of tissue
rather than selective  individual points.  Although it is at an earlier stage of
design  than  either CD Scan or CD  Ratiometer,  it is  expected  to report  out
results similar to the CD Ratiometer but in pseudocolored  graphics (a "map") on
a computer screen distinguishing the normal areas from cancerous areas via color
differentiation.

The Company's ability to maintain its operations throughout its history has been
dependent  upon the  periodic  infusion  of capital and the  willingness  of its
creditors to accept payment beyond normal terms.

The ability of the Company to generate  significant  revenues from operations is
largely dependent upon obtaining  regulatory approval for the  commercialization
of its cancer detection  technology.  There can be no assurance as to whether or
when the various requisite  governmental approvals will be obtained or the terms
or scope of  these  approvals.  The  Company  intends  to  defray  the  costs of
obtaining  regulatory approval for the  commercialization  of such technology by
the  establishment  of clinical trial  arrangements  with medical  institutions,
similar to its agreement with Sloan  Kettering  Memorial  Hospital.  The Company
intends to continue to pursue the establishment of co-promotion 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.  Management of the Company  anticipates  that  substantial
resources  will be committed to a continuation  of its research and  development
efforts and to finance  government  regulatory  applications.  While  management
believes that the Company will obtain  sufficient funds to satisfy its liquidity
and capital  resource  needs for the short term, 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.
<PAGE>
                           PART II - OTHER INFORMATION

Item 1.    Legal Proceedings

           None

Item 2.    Changes in Securities

           None

Item 3.    Defaults Upon Senior Securities

           None

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

           None

Item 5.    Other Information

           On April 15, 1999 Sarnoff  Corporation  of Princeton  world leader in
           all aspects of electronic  imaging and Mediscience have filed jointly
           a proposal with the National  Cancer  Institute  for funding  ($2.5M)
           over a three  year  period to  jointly  develop a novel  non-invasive
           instrument  to  revolutionize  the detection and treatment of cevical
           cancer.  It will improve the  sensitivity  and specificity of current
           cancer  detection  and  screening  techniques,  such as PAP smear and
           Colposcopy.  The present Mediscience  Flourescence/Detection  product
           will  be  integrated   into  a  new  type  of  "smart"   coloposcope,
           functioning  as  both  a  target  system  for  biopsy,  treatment  of
           dysplastic  tissue  and  as any  evaluator  of  medical  intervention
           effectiveness.  This  will be the  first  in a series  of  commercial
           instruments  to improve  screening and detection of various  cancers.
           Mediscience  owns  all  intellectual   property   initially  and  all
           resulting  from  the  joint  venture  relationship.  Sarnoff  has the
           engineering  expertise,  additional  compatbile  technology and human
           multi-desiplinary   resources  to  effect  commercialization  of  the
           technology.

           On May 3, 1999 the  United  States  Patent  Office  issued  notice of
           allowance of Mediscience patent application 00/511/927 filed 09-01-95
           titled "Method of Apparatus for In Vivo  Examination of  Subcutaneous
           Tissues Inside an Organ of a Body Using Optical Spectroscopy".

Item 6.    Exhibits and Reports on Form 8-K

           None
<PAGE>
                                   SIGNATURES

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

                          MEDISCIENCE TECHNOLOGY CORP.

                                  (REGISTRANT)

DATE: January 18, 2000                 By: /s/PETER KATEVATIS
                                           ---------------------------------
                                                 PETER KATEVATIS
                                                 Chairman/CEO

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