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, 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)  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, 2001.


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

Common Stock, par value
$.01 per share                                         36,276,130

Preferred Stock, par value                                  2,074
$.01 per share

<PAGE>

                          MEDISCIENCE TECHNOLOGY CORP.
                                  MAY 31, 2001
                                  ------------

                                      INDEX
                                      -----

                                                                   PAGE
                                                                   ----
PART I.     Financial Information

Item 1.     Consolidated Financial Statements

            Balance Sheets as at May 31, 2001 (Unaudited)
            and February 28, 2001 (Audited)                         1

            Statement of Operations for the Quarter ended
            May 31, 2001 (Unaudited) and May 31, 2000
            (Unaudited)                                             2

            Statement of Cash Flows for the Period ended
            May 31, 2001 (Unaudited) and May 31, 2000
            (Unaudited)                                             3

            Statement of Stockholders' Deficiency for the
            Period ended May 31, 2001 (Unaudited)                   4

            Statement of Stockholders' Deficiency for the
            Period Ended May 31, 2000 (Unaudited)                   5

            Exhibit to Statements of Operations                     6

            Notes to Financial Statements                           7

Item 2.     Management's Plan of Operation                         8-9

PART II.    Other Information                                       10

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

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

                                                                        May 31, 2001        February 28, 2001
                                                                         (Unaudited)            (Audited)
                                                                      -----------------     ------------------
CURRENT ASSETS
--------------
<S>                                                                   <C>                   <C>
      Cash and Cash Equivalents                                       $           1,334     $            7,120
      Other Assets                                                                    -                      -
                                                                      -----------------     ------------------
           Total Current Assets                                                   1,334                  7,120
                                                                      -----------------     ------------------
PROPERTY, PLANT AND EQUIPMENT
-----------------------------
      Net of Accumulated Depreciation $200,055
        May 31, 2001; $199,178 - February 28, 2001                                3,922                  4,800
                                                                      -----------------     ------------------

TOTAL ASSETS                                                          $           5,256     $           11,920
------------                                                          =================     ==================


                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                    ----------------------------------------

CURRENT LIABILITIES
-------------------
      Accounts Payable                                                $          10,050     $           14,943
      Other Accrued Liabilities                                               2,277,285              2,127,028
      Officer and Other Loans                                                   166,784                152,229
                                                                      -----------------     ------------------
           Total Current Liabilities                                          2,454,119              2,294,200
                                                                      -----------------     ------------------
STOCKHOLDERS' DEFICIENCY
------------------------
      Preferred Stock - $.01 Par Value; Authorized
        50,000 Shrs; Outstanding 2,074 Shrs;
        (Preference on Liquidation $20,740)                                          21                     21
      Common Stock $.01 Par Value, Authorized
        39,950,000 Shares; Outstanding 36,276,130 Shares                        362,761                362,761
      Additional Paid-in Capital                                             18,274,977             18,274,977
      Accumulated Deficit                                                   (21,086,622)           (20,920,039)
                                                                      -----------------     ------------------
           Total Stockholders' Deficiency                                    (2,448,863)            (2,282,280)
                                                                      -----------------     ------------------
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIENCY                          $           5,256     $           11,920
--------------------------------------------                          =================     ==================
</TABLE>


                "See Accompanying Notes to Financial Statements."

                                        1

<PAGE>

                          MEDISCIENCE TECHNOLOGY CORP.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                FOR THE THREE MONTHS ENDED MAY 31, 2001 AND 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                           THREE MONTHS
                                                           ------------
                                                       2001            2000
                                                       ----            ----

<S>                                                <C>             <C>
Net Sales                                          $       --      $       --
Cost of Sales                                              --              --
                                                   ------------    ------------
      Gross Profit                                         --              --
General and Administrative Expense                      159,514         174,606
Product Development Expense                                --              --
Advertising, Travel and Marketing                         7,136          18,418
                                                   ------------    ------------
      Total Expenses                                    166,650         193,024
                                                   ------------    ------------
Other Income                                                 67             224
                                                   ------------    ------------
Net Loss                                           $   (166,583)   $   (192,800)
                                                   ============    ============
Net Loss Per Common Share, Basic and Diluted       $      (0.01)   $      (0.01)
                                                   ============    ============
Weighted Average Number of Shares
  of Common Stock Outstanding                        36,276,130      36,092,797
                                                   ============    ============
</TABLE>


                "See Accompanying Notes to Financial Statements."

                                        2

<PAGE>

                          MEDISCIENCE TECHNOLOGY CORP.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                FOR THE THREE MONTHS ENDED MAY 31, 2001 AND 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                          2001                 2000
                                                                          ----                 ----
CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------
<S>                                                                    <C>                   <C>
      Net Loss                                                         $(166,583)            $(192,800)
      Adjustment for Item Not Requiring Cash Outlay
           Depreciation                                                      878                   947
                                                                       ---------             ---------
           Subtotal                                                     (165,705)             (191,853)

      Changes in Assets and Liabilities:
            Increase (Decrease) in Accounts Payable                       (4,893)               (2,334)
            Increase (Decrease) in Other Accrued Liabilities             150,257                91,194
            Increase (Decrease) In Officer and Other Loans                14,555                   618
                                                                       ---------             ---------
                Net Cash Flows (Used for) Operating Activities            (5,786)             (102,375)
                                                                       ---------             ---------

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

CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------

      Proceeds from Issuance of Common Stock                                --                 102,500
                                                                       ---------             ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                          (5,786)                  125
------------------------------------------------

CASH AND CASH EQUIVALENTS
-------------------------
      Beginning Balance                                                    7,120                17,066
                                                                       ---------             ---------
      Ending Balance                                                   $   1,334             $  17,191
                                                                       =========             =========
</TABLE>


                "See Accompanying Notes to Financial Statements."

                                        3

<PAGE>

                          MEDISCIENCE TECHNOLOGY CORP.
               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
                     FOR THE THREE MONTHS ENDED MAY 31, 2001
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                              Preferred
                                                Stock                              Common Stock
                                              Number of          Preferred           Number of
                                                Shares             Stock              Shares
                                            --------------    ---------------   -------------------
<S>                                                  <C>      <C>                        <C>
Balance February 28, 2001                            2,074    $            21            36,276,130
Net Loss for the Three Months Ended
      May 31, 2001                                    --             --                     --
                                            --------------    ---------------   -------------------
Balance May 31, 2001                                 2,074    $            21            36,276,130
                                            ==============    ===============   ===================

<CAPTION>

                                                 Common         Additional Paid       Accumulated
                                                 Stock            in Capital            Deficit
                                            ----------------   -----------------  --------------------
<S>                                         <C>                <C>                <C>
Balance February 28, 2001                   $        362,761   $      18,274,977  $        (20,920,039)
Net Loss for the Three Months Ended
      May 31, 2001                                    --              --                      (166,583)
                                            ----------------   -----------------  --------------------
Balance May 31, 2001                        $        362,761   $      18,274,977  $        (21,086,622)
                                            ================   =================  ====================
</TABLE>

                "See Accompanying Notes to Financial Statements."

                                        4

<PAGE>

                          MEDISCIENCE TECHNOLOGY CORP.
               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
                     FOR THE THREE MONTHS ENDED MAY 31, 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                            Preferred
                                              Stock                      Common Stock
                                            Number of     Preferred       Number of
                                             Shares         Stock          Shares
                                           ---------    ------------   -------------
<S>                                           <C>        <C>             <C>
Balance February 29, 2000                     2,074      $       21      35,976,130
Issuance of Stock for Cash                     --              --           150,000
Issuance of Stock for Services                 --              --           100,000
Net Loss for the Three Months Ended
      May 31, 2000                             --              --              --
                                         ----------      ----------      ----------
Balance May 31, 2000                          2,074      $       21      36,226,130
                                         ==========      ==========      ==========

<CAPTION>

                                            Common        Additional Paid     Accumulated
                                            Stock           in Capital          Deficit
                                        -------------     --------------    ---------------
<S>                                      <C>               <C>               <C>
Balance February 29, 2000                $    359,761      $ 18,215,977      $(20,588,721)
Issuance of Stock for Cash                      1,500            36,000              --
Issuance of Stock for Services                  1,000            64,000              --
Net Loss for the Three Months Ended
      May 31, 2000                               --                --            (192,800)
                                         ------------      ------------      ------------
Balance May 31, 2000                     $    362,261      $ 18,315,977      $(20,781,521)
                                         ============      ============      ============
</TABLE>

               "See Accompanying Notes to Financial Statements."

                                        5

<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        36,276,130
</TABLE>

                                        6

<PAGE>

                          MEDISCIENCE TECHNOLOGY CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  MAY 31, 2001
                                   (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.

           These  financial  statements  should be read in conjunction  with the
           Company's most recent audited financial statements dated February 28,
           2001.

NOTE 2     OTHER ACCRUED LIABILITIES
------     -------------------------

           Other accrued liabilities consist of the following:


                                            May 31, 2001    February 28, 2001
                                            ------------    -----------------
           Legal and Professional Fees      $    201,350    $         180,100
           Research and Development            1,003,232              962,399
           Salaries and Wages                  1,025,083              943,833
           Other                                  47,620               40,696
                                            ------------    -----------------
                      Total                 $  2,277,285    $       2,127,028
                                            ============    =================


                                        7
<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 and  additionally  waived all salary to that date. 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 an 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 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.

<PAGE>

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.

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
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.

We believe that the Company is eligible to receive  benefits  under the State of
New Jersey  Technology  Business Tax Certificate  Program (which allows emerging
technology and biotechnology  businesses to sell their unused Net Operating Loss
(NOL)  carryover to any corporate  taxpayer in the state for at least 75% of the
tax benefits)  through the sale of its New Jersey Net Operating Loss  carryover.
On June 28, 2000, the Company  submitted an application  for benefits under this
program.  This application was approved and the Company received $237,556 in net
proceeds  from the sale.  The Company has applied  again as of June 25, 2001 and
continues in its belief that it is eligible for  participation  in this program.
It is our intention to use any proceeds derived to fully fund the payment of our
obligation  to the City  University  and to support other  relevant  development
activity.  The Company has entered into a three-year agreement on very favorable
terms (83.3%) with a New Jersey corporate taxpayer to purchase the NOL.

<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
           -----------------

           None

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:   October 15, 2001             By: /s/ Peter Katevatis
     -----------------------             ----------------------------------
                                         PETER KATEVATIS
                                         Chairman/CEO

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