**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 EXCHANGE
                    ACT OF
                    1934


For
      the
      quarterly period ended May 31, 2008


or





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





For
      the
      transition period from _______ to _______





Commission
      File Number 000-07405





MEDISCIENCE
      TECHNOLOGY CORP.


(Exact
      name of registrant as specified in its charter)





New
                Jersey
            
            22-1937826(State
                or other jurisdiction of
            
            (I.R.S.
                Employer Identification No.)incorporation
                or organization)





1235
                Folkestone WayCherry
                Hill, New Jersey
            
            08034(Address
                of principal executive offices)
            
            (Zip
                Code)





(215)
      485-0362


(Registrant's
      telephone number, including area code)





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such 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
o





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      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
            o
            Accelerated
                filer oNon-accelerated
                filer
            o
            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-2 of the Act). Yes o
      No x





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











**MEDISCIENCE
      TECHNOLOGY CORP.**


**MAY
      31, 2008**





**INDEX**


PAGEPART
                  I.
              
              Financial
                  InformationItem
                  1.
              
              Financial
                  StatementsConsolidated
                  Balance Sheet as of May 31, 2008 (Unaudited) and February 29, 2008
                  (Audited)
              1Consolidated
                  Statement of Operations for the Three Months Ended May 31, 2008
                  (Unaudited) and May 31, 2007 (Unaudited)
              2Consolidated
                  Statement of Changes in Stockholders=Deficit for the Three Months Ended May 31, 2008
                  (Unaudited)
              3Consolidated
                  Statement of Cash Flows for the Three Months Ended May 31, 2008
                  (Unaudited) and May 31, 2007 (Unaudited)
              4Notes
                  to Consolidated Financial Statements
              5-10Item
                  2.
              
              Management's
                  Discussion and Analysis
              11-12Item
                  3
              
              Quantitative
                  and Qualitative Disclosures About Market Risk
              13Item
                  4T.
              
              Controls
                  and Procedures
              13PART II.
              
              Other
                  Information
              14Item
                  1.
              
              Legal
                  Proceedings
              14Item 1A
              
              Risk
                  Factors
              14Item
                  2.
              
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              14Item
                  3.
              
              Defaults
                  Upon Senior Securities
              14Item
                  4.
              
              Submission
                  of Matters to a Vote of Security Holders
              14Item
                  5.
              
              Other
                  Information
              14Item
                  6.
              
              Exhibits
              14Signatures
              15Exhibit
                  Index
              16Exhibits





**MEDISCIENCE
      TECHNOLOGY CORP.**


**CONSOLIDATED
      BALANCE SHEET**




May 31,
              2008
              (Unaudited)
            
            February 29,
              2008
              (Audited)ASSETS**CURRENT ASSETS**Cash and Cash Equivalents
            
            $
            308,863
            
            $
            123,582Prepaid
                Expenses and Other Current Assets
            
            
            40,029
            
            
            60,943Total
                Current Assets
            
            
            348,892
            
            
            184,525**PROPERTY,
                PLANT AND EQUIPMENT**Net
                of Accumulated Depreciation
            
            
            259
            
            
            345**OTHER
                ASSETS**-
                Security Deposit
            
            
            1,800
            
            
            1,800-
                Deferred Costs
            
            
            221,161
            
            
            279,189**TOTAL
                ASSETS**
            
            $
            572,112
            
            $
            465,859LIABILITIES
                AND STOCKHOLDERS' DEFICIT**CURRENT
                LIABILITIES**Convertible
                Debt, Net of Discount $469,630 and $268,970
            
            $
            1,086,870
            
            $
            849,030Accounts
                Payable
            
            
            68,001
            
            
            128,647Accrued
                Liabilities
            
            
            3,867,436
            
            
            3,798,221Total
                Current Liabilities
            
            
            5,022,307
            
            
            4,775,898**STOCKHOLDERS'
                DEFICIT**Convertible
                Preferred Stock, $.01 Par Value, 50,000 Shares Authorized; Issued
                and
                Outstanding -0- Shares -May 31, 2008; -0- Shares - February 29,
                2008
            
            
            -
            
            
            -Common
                Stock $.01 Par Value, Authorized 199,950,000 Shares; Issued and
                Outstanding Shares - 67,250,989 Shares May 31, 2008; 67,250,989 Shares
                -
                February 29, 2008
            
            
            672,510
            
            
            672,510Additional
                Paid-in Capital
            
            
            26,833,062
            
            
            26,394,562Accumulated
                Deficit
            
            
            (31,955,767
            )
            
            (31,377,111
            )Total
                Stockholders' Deficit
            
            
            (4,450,195
            )
            
            (4,310,039
            )**TOTAL
                LIABILITIES & STOCKHOLDERS' DEFICIT**
            
            $
            572,112
            
            $
            465,859


See
      Notes
      to Consolidated Financial Statements .





-1-




**MEDISCIENCE
      TECHNOLOGY CORP.**


**CONSOLIDATED
      STATEMENT OF OPERATIONS**


**FOR
      THE THREE MONTHS ENDED MAY 31, 2008 AND 2007**


**(UNAUDITED)**





THREE MONTHS2008
            
            2007Net
                Sales
            
            $
            -
            
            $
            -Cost
                of Sales
            
            
            -
            
            
            -Gross
                Profit
            
            
            -
            
            
            -General
                and Administrative Expense
            
            
            249,683
            
            
            264,559Product
                Development Expense
            
            
            51,457
            
            
            162,533Total
                Expenses
            
            
            301,140
            
            
            427,092Other
                Income
            
            
            1,684
            
            
            1,480Interest
                Expense
            
            
            (41,360
            )
            
            (5,952
            )Accretion
                of Interest on Convertible Debt
            
            
            (237,840
            )
            
            (46,771
            )Total
                Other Income and Expense
            
            
            (277,516
            )
            
            (51,243
            )Net
                Loss
            
            $
            (578,656
            )
            $
            (478,335
            )Basic
                and Diluted Loss Per Common Share
            
            $
            (0.009
            )
            $
            (0.007
            )Weighted
                Average Common Shares Outstanding
            
            
            67,250,989
            
            
            64,571,941




See
      Notes to Consolidated Financial Statements.




-2-





**MEDISCIENCE
      TECHNOLOGY CORP. AND SUBSIDIARIES**


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


**FOR
      THE THREE MONTHS ENDED MAY 31, 2008**


**(UNAUDITED)**


Preferred Stock
              
              Common Stock
              
              Additional
              
              AccumulatedShares
              
              Amount
              
              Shares
              
              Amount
              
              Paid-In Capital
              
              DeficitBALANCE,
                  FEBRUARY 29, 2008
              
              
              -
              
              $
              -
              
              
              67,250,989
              
              $
              672,510
              
              $
              26,394,562
              
              $
              (31,377,111
              )Discount
                  on debt due to beneficial conversion option
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              438,500
              
              
              -Net
                  Loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (578,656
              )BALANCE,
                  MAY 31, 2008
              
              
              -
              
              $
              -
              
              
              67,250,989
              
              $
              672,510
              
              $
              26,833,062
              
              $
              (31,955,767
              )
  See
        Notes to Consolidated Financial Statements.


-3-




**MEDISCIENCE
      TECHNOLOGY CORP.**


**CONSOLIDATED
      STATEMENT OF CASH FLOWS**


**FOR
      THE THREE MONTHS ENDED MAY 31, 2008 AND 2007**


**(UNAUDITED)**


2008
                
                2007**CASH
                    FLOWS FROM OPERATING ACTIVITIES**Adjustments
                    to Reconcile Net Loss to Net Cash Used in Operating Activities:
                    Operating
                    Activities:Net
                    Loss
                
                $
                (578,656
                )
                $
                (478,335
                )Accretion
                    of Interest on Convertible Debt
                
                
                237,840
                
                
                46,771Depreciation
                
                
                86
                
                
                236Amortization
                    of Deferred Costs
                
                
                58,028
                
                
                121,849Subtotal
                
                
                (282,702
                )
                
                (309,479
                )Changes
                    in Assets and Liabilities(Increase)
                    Decrease in Prepaid Expense and Other Current Assets
                
                
                20,914
                
                
                4,100(Decrease)
                    Increase in Accounts Payable
                
                
                (60,646
                )
                
                31,398Increase
                    in Accrued Liabilities
                
                
                69,215
                
                
                12,654Net
                    Cash Used in Operating Activities
                
                
                (253,219
                )
                
                (261,327
                )**CASH
                    FLOWS FROM INVESTING ACTIVITIES**
                
                
                -
                
                
                -**CASH
                    FLOWS FROM FINANCING ACTIVITIES**Proceeds
                    from Issuance of Common Stock
                
                
                -
                
                
                50,000Proceeds
                    from Issuance of Convertible Debt
                
                
                438,500
                
                
                275,000Net
                    Cash Provided by Financing Activities
                
                
                438,500
                
                
                325,000**INCREASE
                    (DECREASE) IN CASH AND CASH EQUIVALENTS**
                
                
                185,281
                
                
                63,673**CASH
                    AND CASH EQUIVALENTS**Beginning
                    Balance
                
                
                123,582
                
                
                138,508Ending
                    Balance
                
                $
                308,863
                
                $
                202,181**SUPPLEMENTAL
                    SCHEDULE OF NON-CASH FINANCING********ACTIVITIES**:Common
                    Stock Issued for Future Services
                
                $
                -
                
                $
                60,000Common
                    Stock Issued - Anti-Diluting Rights
                
                $
                -
                
                $
                2,310Discount
                    on Debt Due to Beneficial Conversion Option
                
                $
                438,500
                
                $
                275,000





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 A 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. ( A Mediscience @ )
      and its
      wholly-owned subsidiaries, Laser Diagnostics Instruments, Inc. ( A LASER @ ),
      Photonics for Women = s
      Oncology, LLC ( A PHOTONICS @ ),
      Proscreen, LLC ( A PROSCREEN @ ),
      Medi-Photonics Development, LLC ( A 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 three month periods ended
      May 31, 2008 and 2007 are unaudited and are presented pursuant to the rules
      and
      regulations of the Securities and Exchange Commission. Certain financial
      information and footnote disclosures normally included in financial statements
      prepared in accordance with generally accepted accounting principles have been
      condensed or omitted pursuant to such rules and regulations, although the
      Company believes that the accompanying disclosures are adequate to make the
      information presented not misleading. In the opinion of management, all
      adjustments (consisting of normal recurring accruals) considered necessary
      for
      fair presentation have been included and have been prepared on a consistent
      basis using the accounting policies described in the Summary of Accounting
      Policies included in the Annual Report on Form 10-K for the fiscal year ended
      February 29, 2008. The interim operating results for the three months ended
      May
      31, 2008 may not necessarily be indicative of the operating results expected
      for
      the full year.





5





3.
      Significant Accounting Policies





**Use
      of Estimates**





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





**Loss
      per Common Share**





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





**Accounting
      for Stock-Based Compensation**





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





**Recent
      Accounting Pronouncements**





Recently
      Issued 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 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
      items
      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.




6





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 noncontrolling 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, *Noncontrolling
      Interest in Consolidated Financial Statements -* an
      amendment of Accounting Research Bulletin No. 51 (“SFAS 160”). SFAS 160
      establishes accounting and reporting standards for ownership interests in
      subsidiaries held by parties other than the parent, the amount of consolidated
      net income attributable to the parent and to the noncontrolling interest,
      changes in a parent’s ownership interest, and the valuation of retained
      noncontrolling 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 noncontrolling owners. This statement is effective for
      the
      Company beginning March 1, 2009. This statement is not currently applicable
      since its subsidiaries are wholly-owned.





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





4.
      Deferred Costs





Expected
      future amortization of all deferred costs is as follows:




Year
                Ending
            
            February
                28, 2009
            
            120,612Year
                Ending
            
            February
                28, 2010
            
            100,549





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 $556,500
      has been raised as of May 31, 2008) or three months after the completion of
      the
      initial public offering (the “IPO”) of the shares of Bioscopix. Holders of the
      Notes may convert the notes 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
      price preceding the effective date of the IPO of Bioscopix or (ii) shares of
      Bioscopix at a price equal to 50% of the IPO price of the Bioscopix shares
      of
      common stock in an amount equal to the principal and accrued and unpaid interest
      due on the Notes. In accordance with EITF 00-27 under option (ii), the carrying
      value of the Notes was reduced by the intrinsic value of the beneficial
      conversion option resulting in a carrying value of $0. On January 29, 2008,
      the
      Notes were modified to provide for two additional options.




7




In
      addition to options (i) and (ii), holders of the Notes may now also convert
      the
      notes into (iii) BioScopix stock with a six month lockup in the amount of
      principal and accrued interest and receive 50% warrant coverage at 75% of the
      BioScopix stock IPO price and (iv) combination of alternatives (ii) and (iii).
      The additional options did not require an adjustment to the value of the Notes.
      As of May 31, 2008 and February 29, 2008, $1,556,500 and $1,118,000 of Notes
      have been issued with related discount of $1,556,500 and $1,118,000,
      respectively. The Notes will be accreted to their maturity value over the term
      of the Notes. During the three months ending May 31, 2008 and May 31, 2007,
      accretion of discount amounted to $237,840 and $46,771,
      respectively.





Accrued
      interest as of May 31, 2008 and February 29, 2008 was $128,445 and $87,231,
      respectively. Accrued interest expense for the three months ending May 31,
      2008
      and May 31, 2007 was $41,214 and $5,952, respectively.





Effective
      April 15, 2008, the first $1,000,000 tranche of the Notes were in default.
      Under
      the terms of the Notes, in the event of default, the entire principal and unpaid
      accrued interest is immediately due and payable. The January 29, 2008
      modification of the Notes provided two additional options to the Note holders
      as
      compensation for the delay of the IPO which is now expected to take place prior
      to April 15, 2009. As of July 18, 2008, there have been no demands for repayment
      by the Note holders.





6.
      Related Party Transactions





Legal
      services rendered by Mr. Katevatis, Chairman/CEO amounted to $12,500 for the
      three months ended May 31, 2008 and 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 $6,039 and $4,976 for the three months ended May 31,
      2008 and 2007, respectively.





7.
      Accrued Liabilities





Accrued
      liabilities consist of the following:


May 31,
                2008
              
              February 29,
                2008Legal and professional fees
              
              $
              197,882
              
              $
              228,382Consulting
                  and university fees
              
              
              1,440,616
              
              
              1,440,615Salaries
                  and wages
              
              
              2,008,259
              
              
              1,949,758Accrued
                  Interest
              
              
              128,445
              
              
              87,231Other
              
              
              92,234
              
              
              92,235Total
              
              $
              3,867,436
              
              $
              3,798,221





Included
      in legal and professional fees as of May 31, 2008 and February 29, 2008 is
      $38,458 and $75,958 respectively, for legal services rendered by Mr. Katevatis
      (Note 6).





Included
      in Consulting and University Fees as of May 31, 2008 and February 29, 2008
      is
      $1,397,019 and $1,397,019, respectively, owed to Dr. Alfano, a principal
      stockholder and former Chairman of the Company’s scientific advisory board, with
      respect to his expired consulting agreement.





8





Included
      in salaries and wages as of May 31, 2008 and February 29, 2008 is $2,001,259
      and
      $1,938,758 respectively, owed to Mr. Katevatis with respect to his employment
      agreement.





Included
      in salaries and wages as of May 31, 2008 and February 29, 2008 is $7,000 and
      $11,000, respectively, owed to Mr. Benick, Chief Financial Officer, with respect
      to his employment agreement.





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





8.
      Stockholders = Deficit





**Anti-Dilution
      Rights**





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





Mr.
      Katevatis was granted anti-dilution rights on certain shares ( A Katevatis
      Shares @ ),
      which
      at the time represented 17% ( A 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 three-months ended May 31, 2008, the Company did not issue shares of common
      stock of the Company to Mr. Katevatis in connection with the anti-dilution
      rights. As of May 31, 2008 and February 29, 2008, the Company is obligated
      to
      issue an additional 8,204 shares to Mr. Katevatis in connection with the
      anti-dilution rights.





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. Those services would
      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 is to return the 10,000
      shares of common stock to Alfanix. The shares are expected to be returned in
      a
      subsequent period and be cancelled. All unamortized costs associated with the
      above transaction have been expensed in the quarter ended August 31,
      2007.


9





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





9.
      Stock
      Options and Warrants





**Stock
      Options**





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




Shares
            
            Exercise
              Price Range
            
            Weighted
              Average
              Exercise PriceOutstanding,
                February 29, 2008
            
            
            300,000
            
            $
            1.00
            
            $
            1.00Granted
            
            
            -Exercised
            
            
            -Forfeited
            
            
            -Outstanding,
                May 31, 2008
            
            
            300,000
            
            $
            1.00
            
            $
            1.00





**Stock
      Warrants**





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




Shares
              Available
            
            Exercise
              Price Range
            
            Weighted
              Average
              Exercise PriceOutstanding,
                February 29, 2008
            
            
            3,999,332
            
            $
            0.10
                - $3.00
            
            $
            0.90Granted
            
            
            -Exercised
            
            
            -Forfeited
            
            
            -Outstanding,
                May 31, 2008
            
            
            3,999,332
            
            $
            0.10
                - $3.00
            
            $
            0.90





10.
      Income Taxes





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


10





**Item
      2.**  **Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operation**





**Three
      Months Ending May 31, 2008 Compared to**


**Three
      Months Ending May 31, 2007**





**Revenues**





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





**General
      and Administrative Expense**





General
      and administrative expenses decreased approximately $15,000, or 6%, during
      the
      current three month period ended May 31, 2008 as compared to the three month
      period ended May 31, 2007. The decline was the net of increases and decreases
      in
      major expense components. Salaries and wages of approximately $74,500 increased
      $12,500 as a result of the renewal of Mr. Katevatis’ employment contract.
      Consulting costs decreased approximately $71,000, due primarily to a decrease
      in
      amortization of deferred costs. During the current three month period, financial
      service (bridge fees and related costs) increased $35,000 along with an increase
      in professional fees of $15,000. All other general and administrative expenses
      decreased approximately $6,500.





**Product
      Development Expense**





Product
      development expense decreased approximately $111,000, or 68%, during the current
      three month period ended May 31, 2008 when compared to the prior three month
      period ended May 31, 2007. The decrease is due to the availability of funding
      to
      continue the research being conducted at Infotonics in Rochester, NY. Infotonics
      has been retained by the Company to develop and commercialize medical diagnostic
      systems using tissue autofluorescence to detect disease states.





**Liquidity
      and Capital Resources**





We
      had a
      deficiency in working capital as of May 31, 2008 of approximately $4,673,000
      compared to a deficiency of approximately $4,591,000 at February 29, 2008
      representing an increase in the deficiency of approximately $82,000 for the
      current three month period ended May 31, 2008. The increase in the deficiency
      consisted of an increase of approximately $164,000 in current assets, consisting
      of cash and prepaid expenses, and an increase of approximately $246,000 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 $438,500 for the three months ended May
      31,
      2008, which was related to the proceeds from the private placement of common
      stock and convertible debt. The proceeds from the private placement will be
      primarily used for working capital.





11




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 therein. 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:





<
            Determining
                accruals and contingencies;


<
            Valuing
                options and other equity
                instruments;


<
            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.


<
            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.


12




**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
      July 18, 2008, our board of directors carries out an evaluation of the
      effectiveness of the design and operation of our “disclosure controls and
      procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities
      exchange Act of 1934, as amended (the “Exchange Act”)) under the supervision and
      with the participation of our management, including Peter Katevatis, our
      president and chief executive officer. Based upon that evaluation, Mr. Peter
      Katevatis concluded that our disclosure controls and procedures are not
      effective based on material weaknesses identified by management as described
      in
      Management’s Report on Internal Control over Financial Reporting set forth in
      Item 9A of our Annual Report on Form 10-K for the period ended February 29,
      2008.





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.


13


**PART
      II - OTHER INFORMATION**





Item
              1.
            Legal
                Proceedings





None





Item
              1A
            Risk
                Factors





Not
      Applicable





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





None





Item
              3.
            Defaults
                Upon Senior Securities





Effective
      April 15, 2008, the first $1,000,000 tranche of the Company’s 12% convertible
      promissory notes (the “Notes”) were in default. Under the terms of the Notes, in
      the event of default, the entire principal and unpaid accrued interest is
      immediately due and payable. The January 29, 2008 modification of the Notes
      provided two additional options to the Note holders as compensation for the
      delay of the IPO which is now expected to take place prior to April 15, 2009.
      As
      of July 11, 2008, there have been no demands for repayment by the Note
      holders.





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





None





Item
              5.
            Other
                Information





The
      Company executed an agreement dated March 3, 2008 with Infotonics Technology
      Center, Inc., a New York not-for-profit corporation, under which Infotonics
      Technology Center, Inc. (“Infotonics”) agrees to develop through advances in
      optical, mechanical, electrical, software and diagnostic aspects, and to
      commercialize, the Company’s medical diagnostic systems using tissue auto
      fluorescence to detect disease states. The agreement is also intended to benefit
      BioScopix, Inc., the Company’s wholly-owned subsidiary that is expected to own
      the medical diagnostic systems using tissue auto fluorescence to detect disease
      states as that technology is further developed. The agreement has a termination
      date of December 31, 2008.





Item
              6.
            Exhibits





10.1
            Agreement
                dated as of March 3, 2008 between the Company and Infotonics (incorporated
                by reference to Exhibit 10.1 to the registrants Current Report on
                Form
                8-K, filed March 12, 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





14




**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.July
                18, 2008
            By:
                /s/ Peter KatevatisPeter
                KatevatisChairman
                of the Board andChief
                Executive OfficerJuly
                18, 2008
            /s/
                Frank D. BenickFrank
                D. Benick, CPA, CVAChief
                Financial OfficerPrincipal
                Financial and Accounting
                Officer


15





**EXHIBIT
      INDEX**





EXHIBIT
                NO.
            
            DESCRIPTION10.1
            
            Agreement
                dated as of March 3, 2008 between the Company and
                Infotonics.*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





*
      Previously filed




16