FORM 10-Q SB

                       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, 2004 Commission File Number  0-7405

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


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


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

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

(Registrant's telephone number, including area code) 856-428-7952
                                                     ------------

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

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

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of July 1, 2004.

    Title of Class                                  Number of Shares Outstanding
    --------------                                  ----------------------------
Common Stock, par value
$.01 per share                                                 50,964,703




<PAGE>



                          MEDISCIENCE TECHNOLOGY CORP.
                          ----------------------------
                                  MAY 31, 2004
                                  ------------

                                      INDEX
                                      -----


                                                                            PAGE
PART I.   Financial Information
Item 1.   Consolidated Financial Statements
          Consolidated Balance Sheets as of May 31, 2004
          (Unaudited) and February 29, 2004 (Audited)                        1
          Consolidated Statements of Operations for the Three
          Months Ended May 31, 2004 (Unaudited) and May 31,
          2003 (Unaudited)                                                   2
          Consolidated Statements of Cash Flows for the Three
          Months Ended May 31, 2004 (Unaudited) and May 31,
          2003 (Unaudited)                                                   3
          Consolidated Statement of Changes in Stockholders'
          Deficit for the Three Months Ended May 31, 2004
          (Unaudited)                                                        4
          Exhibit to Statements of Operations                                5
          Notes to Financial Statements                                     6-12
Item 2.   Management's Plan of Operation                                   13-14
Item 3.   Controls and Procedures                                            15
PART II.  Other Information                                                  16
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
          Certification Pursuant to Section 906 of the
          Sarbanes-Oxley Act of 2002                                         17
          Certification Pursuant to Section 302 of the
          Sarbanes-Oxley Act of 2002                                         18
          Certification Pursuant to Section 906 of the
          Sarbanes-Oxley Act of 2002                                         19
          Certification Pursuant to Section 302 of the                       20
          Sarbanes-Oxley Act of 2002



<PAGE>




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

                                     ASSETS
                                     ------


<TABLE>
<CAPTION>

                                                                                      May 31,         February 29,
                                                                                       2004                2004
                                                                                    (Unaudited)         (Audited)
                                                                                   ------------       ------------
CURRENT ASSETS
--------------
<S>                                                                                <C>                <C>
      Cash and Cash Equivalents                                                    $    731,780       $  1,406,371
      Prepaid Expenses                                                                      847              3,388
      Deferred Costs - Current Portion                                                  483,437               --
                                                                                   ------------       ------------
           Total Current Assets                                                       1,216,064          1,409,759
PROPERTY, PLANT AND EQUIPMENT
-----------------------------

      Net of accumulated depreciation $204,425 -
        May 31, 2004; $204,361 - February 29, 2004                                          828                892

OTHER ASSETS - Security Deposit                                                           1,800              1,800
------------          - Deferred Costs                                                  625,625               --
                                                                                   ------------       ------------
TOTAL ASSETS                                                                       $  1,844,317       $  1,412,451
------------                                                                       ============       ============
                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------
CURRENT LIABILITIES
-------------------
      Current Portion of Officer and Other Loans                                   $     31,542       $    181,587
      Accounts Payable                                                                    5,782             19,505
      Accrued Liabilities                                                             2,767,077          3,132,686
                                                                                   ------------       ------------
           Total Current Liabilities                                                  2,804,401          3,333,778
                                                                                   ------------       ------------
STOCKHOLDERS' DEFICIT
---------------------
      Convertible Preferred Stock, $.01 Par Value, 50,000 Shares
      Authorized; Issued and Outstanding -0- Shares - May 31,
      2004; 60 Shares - February 29, 2004                                                  --                    1
      Common Stock $.01 Par Value, Authorized 199,950,000
        Shares; Issued and Outstanding 50,964,703 Shares -
        May 31, 2004; 39,372,753 Shares - February 29, 2004                             509,647            393,727
      Additional Paid-in Capital                                                     21,455,420         20,076,019
      Accumulated Deficit                                                           (22,925,151)       (22,391,074)
                                                                                   ------------       ------------
           Total Stockholders' Deficit                                                 (960,084)        (1,921,327)
                                                                                   ------------       ------------
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT                                          $  1,844,317       $  1,412,451
-----------------------------------------                                          ============       ============

</TABLE>

         "See Accompanying Notes to Consolidated Financial Statements."

                                        1

<PAGE>



                          MEDISCIENCE TECHNOLOGY CORP.
                          ----------------------------
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------
                FOR THE THREE MONTHS ENDED MAY 31, 2004 AND 2003
                ------------------------------------------------
                                   (UNAUDITED)
                                   -----------



                                                         THREE MONTHS
                                                         ------------
                                                     2004              2003
                                                     ----              ----
Net Sales                                       $       --         $       --
Cost of Sales                                           --                 --
                                                ------------       ------------
      Gross Profit                                      --                 --
General and Administrative Expense                   339,780            150,432
Product Development Expense                          116,156              9,658
Debt Conversion Inducement Expense                    58,555               --
Advertising, Travel and Marketing                     20,950             25,390
                                                ------------       ------------
      Total Expenses                                 535,441            185,480
Other Income                                           1,364                235
                                                ------------       ------------
Net Loss                                        $   (534,077)      $   (185,245)
                                                ============       ============
Net Loss Per Common Share, Basic and Diluted    $      (0.01)      $     (0.005)
                                                ============       ============
Weighted Average Number of Shares                 50,886,003         37,682,139
                                                ============       ============


         "See Accompanying Notes to Consolidated Financial Statements."

                                        2

<PAGE>



                          MEDISCIENCE TECHNOLOGY CORP.
                          ----------------------------
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
                FOR THE THREE MONTHS ENDED MAY 31, 2004 AND 2003
                ------------------------------------------------
                                   (UNAUDITED)
                                   -----------


<TABLE>
<CAPTION>

                                                                                              2004              2003
                                                                                              ----              ----
<S>                                                                                       <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
      Net Loss                                                                            $  (534,077)      $  (185,245)
      Adjustment to reconcile Net Loss to net cash flows used for operating activities
           Depreciation                                                                            64                64
           Amortization - Deferred Costs                                                      142,188              --
           Debt Conversion Inducement Expense                                                  58,555              --

      Changes in Assets and Liabilities:
           Decrease in Prepaid Expenses                                                         2,541            11,140
           Decrease in Accounts Payable                                                       (13,723)          (28,463)
           (Decrease) increase in Other Accrued Liabilities                                  (330,139)          135,079
                                                                                          -----------       -----------
                Net Cash Flows (Used for) Operating Activities                               (674,591)          (67,425)
                                                                                          -----------       -----------
CASH FLOWS  FROM INVESTING ACTIVITIES                                                            --                --
-------------------------------------                                                     -----------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------
      Proceeds From Exercise of Common Stock Warrants                                            --              19,000
                                                                                          -----------       -----------
DECREASE IN CASH AND CASH EQUIVALENTS                                                        (674,591)          (48,425)
-------------------------------------                                                     -----------       -----------

CASH AND CASH EQUIVALENTS
-------------------------
      Beginning Balance                                                                     1,406,371           119,681
                                                                                          -----------       -----------
      Ending Balance                                                                      $   731,780       $    71,256
                                                                                          ===========       ===========

</TABLE>


         "See Accompanying Notes to Consolidated Financial Statements."

                                        3

<PAGE>



                  MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES
                  ---------------------------------------------
           CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
           ----------------------------------------------------------
                     FOR THE THREE MONTHS ENDED MAY 31, 2004
                     ---------------------------------------
                                   (UNAUDITED)
                                   -----------



<TABLE>
<CAPTION>

                                                         Preferred Stock              Common Stock        Additional    Accumulated
                                                         ---------------              ------------        ----------    -----------
                                                    Shares           Amount      Shares        Amount       Paid-In       Deficit
                                                    ------          ------       ------        ------       -------       -------
                                                                                                            Capital
                                                                                                            -------
<S>                                                        <C> <C>             <C>         <C>           <C>           <C>
BALANCE, FEBRUARY 29, 2004                                 60  $          1    39,372,753  $    393,727  $ 20,076,019  $(22,391,074)

 Conversion of Preferred Stock                            (60)           (1)    6,000,000        60,000       (59,999)

 Issuance of Stock - Exercise of Warrants                                         150,000         1,500        (1,500)

 Issuance of Stock for Future Consulting Services                               1,925,000        19,250     1,232,000

 Issuance of Stock - Anti-dilution Rights                                       2,056,950        20,570       (20,570)

 Issuance of Stock - Debt Conversion                                            1,460,000        14,600       229,470

 Net Loss                                                                                                                  (534,077)
                                                 ------------  ------------  ------------  ------------  ------------  ------------
BALANCE, MAY 31, 2004                                    --    $       --      50,964,703  $    509,647  $ 21,455,420  $(22,925,151)
                                                 ============  ============  ============  ============  ============  ============
</TABLE>



         "See Accompanying Notes to Consolidated Financial Statements."

                                        4

<PAGE>



                       EXHIBIT TO STATEMENTS OF OPERATIONS
                  WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
                                   (UNAUDITED)
                                   -----------




                                            Three Months Ended May 31, 2004
                                      ------------------------------------------
Z                                                       Weighted
                                           Net      Average Shares    Per Share
                                          Loss        Outstanding       Amount
                                          ----        -----------       ------
Basic/diluted loss per common share:
      Net Loss                        $ (534,077)     50,886,003     $   (0.01)
Effect of dilutive securities               --              --         --
                                      ----------      ----------     ---------
      Total                           $ (534,077)     50,886,003     $   (0.01)
                                      ==========      ==========     =========


                                            Three Months Ended May 31, 2003
                                      ------------------------------------------

Basic/diluted loss per common share:
      Net Loss                        $ (185,245)     37,682,139     $   (0.005)
Effect of dilutive securities               --              --         --
                                      ----------      ----------     ----------
      Total                           $ (185,245)     37,682,139     $   (0.005)
                                      ==========      ==========     ==========





















                   Notes to Consolidated Financial Statements

         "See Accompanying Notes to Consolidated Financial Statements."

                                        6

<PAGE>



                                   (Unaudited)
                                   -----------



1.    Management Plans and Going Concern Matters

Mediscience Technology Corp. (the "Company") has no revenues, incurred
significant losses from operations, has an accumulated deficit and a highly
leveraged position that raises substantial doubt about the Company's ability to
continue as a going concern. The consolidated financial statements do not
include any adjustments relating to recoverability and classification of
recorded asset amounts or the amount and classification of liabilities that
might be necessary should the Company be unable to continue as a going concern.
The Company expects to incur substantial expenditures to further the development
and commercialization of its products. To achieve this, management has entered
into an agreement with a consulting firm to be an advisor and explore options
for the Company to commercialize its technology, will seek additional financing
through private placements or other financing alternatives, and might also seek
to sell the Company or its technology. There can be no assurance that continued
financings will be available to the Company or that, if available, the amounts
will be sufficient or that the terms will be acceptable to the Company.

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 the Company and
its wholly-owned inactive subsidiaries, Laser Diagnostics Instruments, Inc.
("LASER"), PHOTONICS FOR WOMEN'S ONCOLOGY, LLC ("PHOTONICS"), PROSCREEN, LLC
("PROSCREEN") and MEDI-PHOTONICS DEVELOPMENT, LLC (MEDI). 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, 2004 and 2003 are unaudited and are presented pursuant to the
rules and regulations of the Securities and Exchange Commission. Accordingly,
these consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto contained in the Company's
2004 Annual Report on Form 10-KSB. In the opinion of management, the
accompanying consolidated financial statements reflect all adjustments (which
are of a normal recurring nature) necessary for a fair statement of the results
for the interim periods, but are not necessarily indicative of the results of
operations for a full fiscal year.

         "See Accompanying Notes to Consolidated Financial Statements."

                                        7

<PAGE>




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 year. Diluted loss per share is the same as
basic loss per share, as the inclusion of common stock equivalents would be
antidilutive.

     ACCOUNTING FOR STOCK-BASED COMPENSATION

The Company follows the disclosure provisions of SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure." Since the Company does
not plan to adopt the fair value method of accounting of SFAS No. 123, the
Company does not expect any impact on consolidated results of operations or
financial condition in fiscal 2005. At May 31, 2004, the Company had an
incentive stock option plan for officers and employees and a consultants stock
option plan. The Company accounts for these plans under the intrinsic value
recognition and measurement principles of APB Opinion No. 25, "Accounting for
Stock Issued to Employees," and related interpretations.

The following table illustrates the effect on net loss and loss per share if the
Company applied the fair value recognition provisions of SFAS No. 123 to all
awards. For purposes of applying SFAS No. 123, the estimated per share fair
value of options granted during the three-months ended May 31, 2003 was $.08.
The fair value was estimated using the Black-Scholes option-pricing model. There
were no options granted during the three months ended May 31, 2004.


                                        8

<PAGE>






                                                    Three Months Ended May 31,
                                                      2004               2003
                                                      ----               ----
Net loss, as reported                            $ (534,077)         $ (185,245)
Deduct:   Total stock-based employee
    compensation expense determined
    under fair value based method for all
    awards, net of related tax effects            -                    (161,444)
                                                 ----------          ----------
Pro forma net loss                               $ (534,077)         $ (346,689)
                                                 ==========          ==========
Loss per share:
    Basic - as reported                          $    (0.01)         $   (0.005)
                                                 ==========          ==========
    Basic - pro forma                            $    (0.01)         $   (0.009)
                                                 ==========          ==========
    Diluted - as reported                        $    (0.01)         $   (0.005)
                                                 ==========          ==========
    Diluted - pro forma                          $    (0.01)         $  ( 0.009)
                                                 ==========          ==========


4.   Deferred Costs

During the quarter ended May 31, 2004, the Company issued 1,925,000 shares of
its common stock to three consulting groups in exchange for services to be
rendered, over a period of 12 - 48 months, for matters such as corporate
management, marketing opportunities, corporate funding and FDA clinical trials.
Expected future amortization of these costs is as follows:


     Nine Months Ending                 February 28, 2005 $         426,562
        Year Ending                     February 28, 2006           227,500
        Year Ending                     February 28, 2007           227,500
        Year Ending                     February 29, 2008           227,500


5.   Other Loans

In fiscal 2000, the Company entered into two interest-bearing convertible notes
with the Olive Cox Sleeper Trust (the "Trust") totaling $30,000. Both notes bear
interest at the rate of 8.25% per annum and are convertible into common stock on
the basis of $.25 per share. The conversion option is unlimited in duration.
Both notes are demand instruments and the holder can demand and receive payment
in full including interest. The principal balance of the notes was $ -0- at May
31, 2004 and $30,000 at February 29, 2004. Accrued interest at May 31, 2004 and
February 29, 2004 totaled $ -0- and $10,626, respectively.


On June 20, 2002, the Company entered into an additional $120,045 promissory
note with the Trust with interest at 12% per annum. The note was amended on June
13, 2003 to extend the maturity date to March 31, 2004 from February 20, 2003.
The principal amount of the note plus accrued interest is due and payable on the
maturity date. There is a conversion feature that allows the Trust to convert
the principal and accrued interest on the note on March 31, 2004 to common stock
of the Company at the rate of one share for each $.12 of principal and accrued
interest at date of conversion. Accrued interest at May 31, 2004 and February
29, 2003 was $ -0- and $24,844, respectively.




The Company made an inducement offer to the Trust to convert all of its then
outstanding notes. On

                                        9

<PAGE>



March 8, 2004 the Trust accepted the offer to convert the principal amount of
$150,045 plus related interest of $35,470 to 1,460,000 common shares. In
connection with the inducement offer and related conversion, the Company
recognized an expense of $58,555 during the three-month period ending May 31,
2004.

6.    Related Party Transactions

At times Mr. Katevatis advances funds to the Company to provide funding to pay
operational expenses as they became due. These advances do not accrue interest.
At May 31, 2004 and February 29, 2004, officer loans payable to Mr. Katevatis
were, $31,542 and $31,542 respectively.

Legal services rendered by Mr. Katevatis, Chairman/CEO amounted to $12,500 for
the three months ended May 31, 2004 and May 31, 2003. 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 $3,338 and $4,912 in 2004 and 2003, respectively.

The Company entered into an agreement with THM Group, LLC ("THM") to be the
exclusive advisor to explore options for the Company to commercialize its
technology. Mr. Engelhart is the President and Chief Executive Officer of THM.
Expense reimbursements of $4,140 and $1,000 were accrued or paid to Mr.
Engelhart for the three months ended May 31, 2004 and 2003, respectively. The
agreement was terminated on April 12, 2004.


7.    Accrued Liabilities

Accrued liabilities consist of the following:


                                           May 31,               February 29,
                                            2004                    2004
                                            ----                    ----

Legal and professional fees           $        129,354        $         365,354
Consulting and university fees               1,167,915                1,164,915
Salaries and wages                           1,408,833                1,508,833
Other                                           60,975                   93,584
                                      ----------------        -----------------
                                      $      2,767,077        $       3,132,686
                                      ================        =================


Included in legal and professional fees as of May 31, 2004 and February 29, 2004
is $35,000 and $287,500, respectively, for legal services rendered by Mr.
Katevatis (Note 6).

Included in Consulting and University Fees as of May 31, 2004 and February 29,
2004 is $1,124,318 and $1,121,318, respectively, owed to Dr. Alfano (Note 8)
with respect to his consulting agreement.

Included in salaries and wages as of May 31, 2004 and February 29, 2004 is
$1,406,333 and $1,406,333, respectively, owed to Mr. Katevatis in accordance
with his respective employment agreement (Note 8).

Included in salaries and wages as of May 31, 2004 and February 29, 2004 is
$2,500 and $102,500, respectively, owed to Mr. Engelhart in accordance with his
respective employment agreement (Note 8).

8.    Commitments and Contingencies

      Dr. Robert R. Alfano

The Company has a consulting agreement (the "Agreement") through March 2007 with
Dr. Robert R. Alfano, a principal stockholder of the Company and Chairman of its
Scientific Advisory Board. Pursuant to the terms of the Agreement, Dr. Alfano is
paid a consulting fee of not less than $150,000 per annum in exchange for
services to be rendered for approximately fifty days per annum in connection
with the

                                       10

<PAGE>



Company's medical photonics business. The Agreement further provides that Dr.
Alfano is to be paid a bonus and fringe benefits in accordance with policies and
formulas provided to key executives of the Company.

In connection with the acquisition of patent rights to its cancer detection
technology, the Company assumed an obligation to pay to Dr. Alfano's daughter a
royalty of one percent of the gross sales derived from any equipment made,
leased or sold which utilizes the concepts described in the Company's cancer
detection patent. Since there has been no activity, no amounts have been paid
during the three month periods ended May 31, 2004 and 2003.


     Other Royalties

The Company obtained worldwide licensing rights for patents from Yale University
and has agreed to pay royalties based on net sales of all products generated
from the patents and fifty percent of any income received from sublicensing of
the patents. The Company has not recorded any revenues since the inception of
this agreement and therefore has not recorded or paid any royalties during the
three month periods ended May 31, 2004 and 2003.


     Research Foundation of the City University of New York

The Company and the Research Foundation of the City University of New York
("RFCUNY") entered into a Research Agreement in June 1992, which has been
amended from time to time. The agreement called for the Company to commercialize
certain technology owned by "RFCUNY" and granted an exclusive, worldwide license
to the technology. In respect to the licensing, the Company is liable to pay
royalties based on net sales of products and any income received from
sublicensing. The Company has not recorded or paid any royalties during the
three months period ended May 31, 2004 and 2003.


     Employment Agreements

Mr. Peter Katevatis, the Chief Executive Officer, Chairman and a stockholder of
the Company, has an employment agreement. The agreement states that Mr.
Katevatis is to be paid $200,000 per year. The agreement also provides for a
bonus and fringe benefits in accordance with policies and formulas mutually
agreed upon by Mr. Katevatis and the Board of Directors. The contract expires
March 5, 2007.

On July 9, 2001, the Company entered into a three-year employment agreement with
Sidney Braginsky. Pursuant to the terms of the agreement, Mr. Braginsky became
the President and Chief Operating Officer of the Company and was to be paid
$100,000 per annum. On April 26, 2003, Mr. Braginsky voluntarily terminated
employment as President and Chief Operating Officer of the Company and waived
all rights to any accrued compensation owed to him in respect to this agreement,
which was recorded as of February 28, 2003.

On April 23, 2003, the Company entered into a three-year employment agreement
with Mr. Michael Engelhart. Pursuant to the terms of the agreement, Mr.
Engelhart became the President and Chief Operating Officer of the Company and is
to be paid $120,000 per annum.



On May 15, 2004, the Company entered into a six month employment agreement with
Dr. Stan Wiener, M.D. Pursuant to the terms of the agreement, Dr. Wiener is to
assist in the final development and FDA submission of the CD GYN Ratiometer.
These duties also include identification of sites for clinical trials, software
development, development of calibration standards and operational manuals,
training of medical personnel, etc., for which he will receive $42,000 over the
term of his agreement.


9.   Stockholders' Deficit

     Anti-Dilution Rights


                                       11

<PAGE>



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

Mr. Katevatis was granted anti-dilution rights on certain shares ("Katevatis
Shares"), which at the time represented 17% ("Katevatis Anti-Dilution
Percentage") of the then issued and outstanding shares of Mediscience Common
Stock. The anti-dilution rights require the Company from time to time to issue
additional shares of Mediscience Common Stock to Mr. Katevatis so that the
Katevatis Shares represent 17% of the issued and outstanding shares of
Mediscience Common Stock. 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 years ended February 29, 2004 and February 28, 2003,
the Company issued 1,619,057 and 44,312, respectively, of Mediscience Common
Shares to Mr. Katevatis in connection with the anti-dilution rights. As of May
31, 2004, the Company is obligated to issue an additional 609,886 shares of
Mediscience Common Stock to Mr. Katevatis in connection with the anti-dilution
rights.

Dr. Alfano was granted anti-dilution rights on certain shares ("Alfano Shares"),
which at the time represented 4% ("Alfano Anti-Dilution Percentage") of the then
issued and outstanding shares of Mediscience Common Stock. The anti-dilution
rights require the Company from time to time to issue additional shares of
Mediscience Common Stock to Dr. Alfano so that the Alfano Shares represent 4% of
the issued and outstanding shares of Mediscience Common Stock. If Dr. Alfano
were to sell a portion or all of the Alfano Shares, the Alfano Anti-Dilution
Percentage would be adjusted proportionately. During the years ended February
29, 2004 and February 28, 2003, the Company issued 71,557 and 17,729,
respectively, of Mediscience Common Shares to Dr. Alfano in connection with the
anti-dilution rights. As of May 31, 2004, the Company is obligated to issue an
additional 143,502 shares of Mediscience Common Stock to Dr. Alfano in
connection with the anti-dilution rights.

     Debt Conversion

On March 8, 2004, the Trust converted $185,515 of promissory notes and related
interest into 1,460,000 shares of the Company's common stock (Note 5).

     Preferred Stock Conversion

On March 8, 2004, the Company converted 60 shares of its preferred stock into
6,000,000 shares of its common stock, under the terms of a preferred stock
private placement offering (the "offering") dated February 1, 2004. Under the
terms of the offering, the Company has agreed to file a Registration Statement
within six months of February 17, 2004, covering resale of the converted common
shares.

     Stock Issued for Future Services

During March and April 2004, the Company issued 1,925,000 shares of its common
stock to three consulting groups in exchange for consulting services to be
rendered over a 12-48 month period (Note 4).


10.  Stock Options and Warrants

The Company maintains two stock options plans - the 1999 Incentive Stock Option
Plan (The "1999 Plan") and the 2003 Consultants Plan (the "2003 Plan"), which
were approved by the Company's stockholders on February 17, 2004.

The maximum number of shares issuable under the 1999 Plan and the 2003 Plan are
3,000,000 and 7,000,000, respectively.

In connection with his employment agreement, Mr. Braginsky was granted options
to purchase up to 2,000,000 shares of the Company's common stock at an option
price of $.25 per share for the first 150,000 shares and at an option price of
$1.00 per share for the remaining 1,850,000 shares. Mr. Braginsky's ability to
exercise these options is subject to a series of milestones described in his
employment agreement. On April 26, 2003, Mr. Braginsky resigned from the Company
and forfeited the stock options.

Mr. Engelhart was granted options to purchase 200,000 shares of the Company's
common stock at an options price of $.25 per share, in which he was immediately
vested. This grant resulted in a non-cash compensation charge of $70,000 during
the year ended February 29, 2004.

Mr. Englehart was also granted options to purchase up to 1,800,000 shares of the
Company's common stock at an option price of $1.00 per share. Vesting and
exercisability of these shares are contingent upon the attainment of certain
milestones described in Mr. Englehart's employment agreement.

In connection with the Company's agreement with the RFCUNY, the Company granted
a warrant to RFCUNY to purchase 600,000 shares of the Company's common stock at
a price of $1.00 per share. The warrant can be exercised within a five year
period ending June 2007.

Peter J. Katevatis, son of the Chairman and Chief Executive Officer, exercised a
warrant acquired through a prior company private placement on May 20, 2000 to
purchase 100,000 shares of the company's common stock for $19,000. The original
exercise price of these warrant shares was $.25 per share which

                                       12

<PAGE>



was modified to $.19 per share on March 5, 2003. The market value of Mediscience
shares on March 5, 2003 was $0.13 per share. This warrant otherwise expired by
its terms on April 6, 2003.

During March 2004, the Company issued 50,000 shares of its common stock to
Laurence Elgart to satisfy his exercise of the warrant in February 2004 for
$12,500.

During March 2004, the Company issued 100,000 shares of its common stock to
William Baker to satisfy his exercise of the warrant in February 2004 for
$25,000.



                                       13

<PAGE>




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


The Company is principally engaged in the design, development, marketing, and
licensing of medical diagnostic instruments that detect cancer in humans through
the utilization of ultra violet light. The Company uses UV light to excite
molecules contained in human tissue. Once excited, the Company's device measures
the differences in the resulting natural fluorescence between cancerous and
normal tissue. The Company has successfully conducted certain preclinical and
clinical evaluations, which support the belief that its proprietary technology,
when fully developed, will have substantial commercial appeal due to its
non-invasive character, point of care - real time results, and diagnostic
sensitivity and specificity.

The Company's strategy is to commercialize early cancer detection devices in the
area of cervical, esophagus, oral and colon cancers and are based upon our
developed technology, prototype's and expertise in the area of fluorescent
imaging. Mediscience Technology Corp formed Mediphotonics Development Company,
LLC, a New York Limited Liability Company to engage in the development of
equipment for optical biopsy and has proven engineering expertise and successful
experience in the technical and business processes needed to develop and augment
existing scientific approaches and technology into commercially viable medical
applications.

Mediphotonics and Research Foundation of City College of New York (RF-CUNY) have
undertaken a joint program of development to be conducted by RF-CUNY and
Mediphotonics, primarily, but not exclusively, in the area of optical biopsy for
the assembly of a commercially viable CD-Ratiometer and adjunctive technology.
The joint development agreement calls for:

Build prototype CD GYN Ratiometer for clinical testing

     o    Assemble units in-housing and make all necessary wiring and
          connections.

     o    Test operation of prototype unit.

     o    Test operation of Software code.

     o    Test CD-Ratiometer on ex vivo tissue specimens.

     o    Debug unit and final check.

     o    Delivery CD-Ratiometer to Mediphotonics Development LLC.
         (No later than November 2004)

Upon delivery of the completed CD-Ratiometer, scheduled for November, 2004
Mediscience Technology Corp plans to enter clinical trials with the FDA for
clearance of a medical device in the area of cervical cancer detection.

All above are Safe Harbor" statements per the Private Securities Litigation
Reform Act of 1995 as certain matters and subject areas discussed in our
strategy and not historical or current facts but deal with future circumstances
and developments. The discussion of such matters and subject areas is qualified
by the inherent risks and uncertainties surrounding future expectations
generally and may also differ materially from our future experience involving
any or more of such matters and subject areas. Such risks and uncertainties
include overall economic trends, successful development of products and
regulatory matters including but not limited to FDA as well as those more fully
described from time to time in our reports filed with the SEC.

A principal issue 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.



Critical Accounting Policies

                                       14

<PAGE>




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 generally accepted
accounting principles, and, as such, include amounts based on informed estimates
and judgements of management, such as:

      o    Determining accruals and contingencies;
      o    Valuing options and other equity instruments;
      o    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.

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.

                                       15

<PAGE>



                                     PART I
                                     ------


Item 3. Controls and Procedures
        -----------------------

        (i)  Evaluation of Disclosure Controls and Procedures.

        Under the supervision and with the participation of our management,
        including our Chief Executive Officer, we evaluated the effectiveness
        of the design and operation of our disclosure controls and procedures
        (as defined in Rule 13a-14(c) under the Exchange Act) as of a date
        ("the Evaluation Date") within 90 days prior to the filing date of
        this report. Based on that evaluation, the Chief Executive Officer
        concluded that, as of the Evaluation Date, our disclosure controls
        and procedures were effective in timely alerting them to the material
        information relating to the Company (or the Company's consolidated
        subsidiaries) required to be included in our periodic SEC filings.

        (ii)   Changes in Internal Controls

        There were no significant changes made in our internal controls
        during the period covered by this report or, to management's
        knowledge, in other factors that could significantly affect these
        controls subsequent to the date of their evaluation.

                                       16

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

        On May 2, 2004, MediPhotonics Development LLC, a wholly owned New
        York Subsidiary of Mediscience Technology Corp., announced that on
        May 1, 2004, it entered into a Project Agreement with The Research
        Foundation of City University of New York.

        President and COO Michael Engelhart stated "this Project Agreement
        provides the Company a clear path in its intent to commercialize the
        CD Ratiometer for detecting and diagnosing cancers of the cervix,
        mouth, esophagus and gastro intestinal tract and other potential
        applications that are compatible with the current state of the art
        computer hardware and operating systems". Englehart added, "We expect
        to have a completed device by November 30, 2004". RF-CUNY will
        complete production of the improved CD-Radiometer instrument(s) by
        which Mediscience will seek approval by the United States Food and
        Drug Administration ("FDA") for marketing in the U.S.. RF-CUNY will
        apply its research and development to deliver an updated
        CD-Ratiometer and associated technology to be used in Mediscience
        Optical Biopsy, including the testing of the Mediscience CD-
        Rationmeter on ex vivo human tissue specimens. Under the specific
        terms of the Project agreement, Mediscience is granted an exclusive
        world-wide license, with the right to grant sublicenses, to make, use
        or sell all patented imaging product technology for molecular
        detection of cancer and physiological change. Dr. Robert Alfano
        stated "The Project agreement and present world-wide Mediscience
        Patent positioning supports and extends the Mediscience core
        technology in Optical Biopsy, expanding, continuing and maintaining
        its leadership in the Optical Biopsy field".