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 August 31, 2005                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 August 31, 2005.

     Title of Class                                 Number of Shares Outstanding
     --------------                                 ----------------------------
Common Stock, par value
$.01 per share                                               58,776,354




<PAGE>
<TABLE>
<CAPTION>


                                           MEDISCIENCE TECHNOLOGY CORP.
                                           ----------------------------
                                                 AUGUST 31, 2005
                                                 ---------------

                                                     INDEX
                                                     -----


                                                                                                 PAGE
                                                                                                 ----
<S>                  <C>                                                                          <C>
PART I.               Financial Information

Item 1.               Financial Statements

                      Consolidated Balance Sheet as of August 31, 2005
                      (Unaudited) and February 28, 2005 (Audited)                                 1

                      Consolidated Statement of Operations for the Six and
                      Three Months Ended August 31, 2005 (Unaudited)
                      and August 31, 2004 (Unaudited)                                             2

                      Consolidated Statement of Changes in Stockholders'
                      Deficit for the Six Months Ended August 31, 2005
                      (Unaudited)                                                                 3

                      Consolidated Statement of Cash Flows for the Six
                      Months Ended August 31, 2005 (Unaudited) and
                      August 31, 2004 (Unaudited)                                                 4

                      Exhibit to Consolidated Statement of Operations                             5

                      Notes to Financial Statements                                              6-14

Item 2.               Management's Discussion and Analysis and Plan of
                      Operation                                                                 15-19

Item 3.               Controls and Procedures                                                   20-21

PART II.              Other Information                                                           22

Item 1.               Legal Proceedings

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

Item 3.               Defaults Upon Senior Securities

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

Item 5.               Other Information

Item 6.               Exhibits and Reports on Form 8-K

                      Signatures                                                                  23

                      Exhibit Index                                                               24

                      Exhibit                                                                   25-27
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                      MEDISCIENCE TECHNOLOGY CORP.
                                      CONSOLIDATED BALANCE SHEET

                                               ASSETS

                                                                       August 31,     February 28,
                                                                          2005           2005
                                                                       (Unaudited)     (Audited)
                                                                      ------------    ------------
<S>                                                                   <C>             <C>
CURRENT ASSETS
--------------
      Cash and Cash Equivalents                                       $    506,394    $    934,212
      Other Receivables                                                        167              --
      Prepaid Expenses                                                       3,785           3,848
                                                                      ------------    ------------
           Total Current Assets                                            510,346         938,060

PROPERTY, PLANT AND EQUIPMENT
-----------------------------
      Net of accumulated depreciation $204,858 -
        August 31, 2005; $204,6161 - February 28, 2005                       2,464             637

OTHER ASSETS - Security Deposit                                              1,800           1,800
------------
             - Deferred Costs                                            1,468,396       1,453,834
                                                                      ------------    ------------
TOTAL ASSETS                                                          $  1,983,006    $  2,394,331
                                                                      ============    ============

                                LIABILITIES AND STOCKHOLDERS' DEFICIT
                                -------------------------------------

CURRENT LIABILITIES
-------------------
      Current Portion of Officer and Other Loans                      $         --    $     31,542
      Accounts Payable                                                      29,252          93,504
      Accrued Liabilities                                                2,912,447       2,992,911
                                                                      ------------    ------------
           Total Current Liabilities                                     2,941,699       3,117,957
                                                                      ------------    ------------
STOCKHOLDERS' DEFICIT
---------------------
      Convertible Preferred Stock, $.01 Par Value, 50,000 Shares
         Authorized; Issued and Outstanding -0- Shares - August 31,
         2005; -0- Shares - February 28, 2005                                   --              --
      Common Stock $.01 Par Value, Authorized 199,950,000
        Shares; Issued and Outstanding Shares - 58,776,354 Shares
        August 31, 2005; 56,124,210 Shares - February 28, 2005             587,764         561,243
      Additional Paid-in Capital                                        24,344,888      23,217,702
      Common Stock Subscribed                                                   --         250,000
      Accumulated Deficit                                              (25,891,345)    (24,752,571)
                                                                      ------------    ------------
           Total Stockholders' Deficit                                    (958,693)       (723,626)
                                                                      ------------    ------------
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT                             $  1,983,006    $  2,394,331
-----------------------------------------                             ============    ============

</TABLE>

                           See Notes to Consolidated Financial Statements.

                                               - 1 -

<PAGE>

                                 MEDISCIENCE TECHNOLOGY CORP.
                                 ----------------------------
                             CONSOLIDATED STATEMENT OF OPERATIONS
                             ------------------------------------
                 FOR THE SIX AND THREE MONTHS ENDED AUGUST 31, 2005 AND 2004
                 -----------------------------------------------------------
                                         (UNAUDITED)
                                         -----------

<TABLE>
<CAPTION>

                                               SIX MONTHS                   THREE MONTHS
                                               ----------                   ------------
                                         2005            2004            2005            2004
                                         ----            ----            ----            ----
<S>                                       <C>             <C>             <C>             <C>
Net Sales                            $         --    $         --    $         --    $         --
Cost of Sales                                  --              --              --              --
                                     ------------    ------------    ------------    ------------
      Gross Profit                             --              --              --              --
General and Administrative Expense        904,728         812,308         472,282         472,528
Product Development Expense               207,310         215,585         127,591          99,429
Debt Conversion Inducement Expense             --          58,555              --              --
Advertising, Travel and Marketing          34,843          37,222          13,175          16,272
                                     ------------    ------------    ------------    ------------
      Total Expenses                    1,146,881       1,123,670         613,048         588,229
                                     ------------    ------------    ------------    ------------
Other Income                                8,107           2,500           4,027           1,136
                                     ------------    ------------    ------------    ------------
Net Loss                             $ (1,138,774)   $ (1,121,170)   $   (609,021)   $   (587,093)
                                     ============    ============    ============    ============
Basic and Diluted Loss Per Common
   Share                             $      (0.02)   $      (0.02)   $      (0.01)   $      (0.01)
                                     ============    ============    ============    ============
Weighted Average Common Shares
   Outstanding                         58,561,687      51,246,242      58,776,354      51,606,480
                                     ============    ============    ============    ============
</TABLE>


                        See Notes to Consolidated Financial Statements.

                                              - 2 -

<PAGE>
<TABLE>
<CAPTION>


                                            MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES
                                            ---------------------------------------------
                                      CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
                                      ----------------------------------------------------------
                                               FOR THE SIX MONTHS ENDED AUGUST 31, 2005
                                               ----------------------------------------
                                                           (UNAUDITED)
                                                           -----------



                                      Preferred Stock               Common Stock         Additional       Common        Accumulated
                                      ---------------               ------------         ----------       ------        -----------
                                   Shares         Amount        Shares        Amount       Paid-In         Stock          Deficit
                                   ------         ------        ------        ------       -------         -----          -------
                                                                                           Capital      Subscribed
                                                                                           -------      ----------

<S>                              <C>          <C>            <C>          <C>           <C>            <C>            <C>
BALANCE, FEBRUARY 28, 2005                --   $        --    56,124,210   $   561,243   $23,217,702    $   250,000    $(24,752,571)
    Issuance of Stock for
     Future Consulting Services                                  811,000         8,110       516,930
    Issuance of Stock -
     Anti-dilution Rights                                        583,810         5,838        (5,838)
    Issuance of Stock -
     Debt Conversion                                               7,334            73         3,594
    Issuance of Stock for Cash                                   750,000         7,500       367,500
    Issuance of Stock -
     Previously Subscribed                                       500,000         5,000        245,000      (250,000)
    Net Loss                                                                                                             (1,138,774)
                                 -----------   -----------   -----------   -----------   -----------    -----------    ------------
BALANCE, AUGUST 31, 2005                  --   $        --    58,776,354   $   587,764   $24,344,888    $        --    $(25,891,345)
                                 ===========   ===========   ===========   ===========   ===========    ===========    ============







                                             See Notes to Consolidated Financial Statements.

                                                                 - 3 -
</TABLE>
<PAGE>



                               MEDISCIENCE TECHNOLOGY CORP.
                           CONSOLIDATED STATEMENT OF CASH FLOWS
                     FOR THE SIX MONTHS ENDED AUGUST 31, 2005 AND 2004
                                        (UNAUDITED)


<TABLE>
<CAPTION>

                                                                  2005           2004
                                                                  ----           ----
<S>                                                           <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------

      Net Loss                                                $(1,138,774)   $(1,121,170)
      Adjustments to Reconcile Net Loss to Net Cash Used in
         Operating Activities:
           Depreciation                                               243            128
           Amortization of Deferred Costs                         510,478        286,833
           Debt Conversion Inducement Expense                          --         58,555
           Issuance of Common Stock for Services                       --         32,778
                                                              -----------    -----------
           Subtotal                                              (628,053)      (742,876)
      Changes in Assets and Liabilities:
           (Increase) in Other Receivables                           (167)            --
           Decrease in Prepaid Expenses                                63           (363)
           (Decrease) Increase in Accounts Payable                (64,252)       (13,107)
           (Decrease) Increase in Accrued Liabilities             (76,797)      (276,879)
                                                              -----------    -----------
                Net Cash Used in Operating Activities            (769,206)    (1,033,225)
                                                              -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES
------------------------------------

      Acquisition of Equipment                                     (2,070)            --
                                                              -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------

      Proceeds From Issuance of Common Stock                      375,000             --
      Decrease in Officer Loans                                   (31,542)            --
                                                              -----------    -----------
                Net Cash Provided by Financing Activities         343,458             --
                                                              -----------    -----------
DECREASE IN CASH AND CASH EQUIVALENTS                            (427,818)    (1,033,225)
-------------------------------------

CASH AND CASH EQUIVALENTS
-------------------------

      Beginning Balance                                           934,212      1,406,371
                                                              -----------    -----------
      Ending Balance                                          $   506,394    $   373,146
                                                              ===========    ===========

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING
-------------------------------------------
   ACTIVITIES:
   ----------

      Common Stock Issued for Future Services                 $   525,040    $ 1,428,250
                                                              ===========    ===========
      Common Stock Issued - Anti - Diluting Rights            $     5,838    $    28,734
                                                              ===========    ===========
      Common Stock Issued - Previously Subscribed             $   250,000    $        --
                                                              ===========    ===========
      Common Stock Issued - Cancellation of Debt              $     3,667    $   244,070
                                                              ===========    ===========
</TABLE>


                       See Notes to Consolidated Financial Statements.

                                             - 4 -

<PAGE>


                 EXHIBIT TO CONSOLIDATED STATEMENT OF OPERATIONS
                  WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
                                   (UNAUDITED)
                                   -----------
<TABLE>
<CAPTION>
                                             Six Months Ended August 31, 2005
                                         ---------------------------------------
                                                        Weighted
                                             Net      Average Shares  Per Share
                                            Loss       Outstanding      Amount
                                            ----       -----------      ------
<S>                                     <C>             <C>          <C>
Basic/diluted loss per common share:
Net Loss                                $(1,138,774)    58,561,687   $     (0.02)
Effect of dilutive securities                    --             --            --
                                        -----------    -----------   -----------
Total                                   $(1,138,774)    58,561,687   $     (0.02)
                                        ===========    ===========   ===========
<CAPTION>
                                             Six Months Ended August 31, 2004
                                         ---------------------------------------
                                                        Weighted
                                             Net      Average Shares  Per Share
                                            Loss       Outstanding      Amount
                                            ----       -----------      ------
<S>                                     <C>             <C>          <C>
Basic/diluted loss per common share:
Net Loss                                $(1,121,170)    51,246,242   $     (0.02)
Effect of dilutive securities                    --             --            --
                                        -----------    -----------   -----------
Total                                   $(1,121,170)    51,246,242   $     (0.02)
                                        ===========    ===========   ===========
<CAPTION>
                                           Three Months Ended August 31, 2005
                                         ---------------------------------------
<S>                                     <C>             <C>          <C>
Basic/diluted loss per common share:
Net Loss                                $  (609,021)    58,776,354   $     (0.01)
                                        ===========    ===========   ===========
Effect of dilutive securities                    --             --
                                        -----------    -----------   -----------
Total                                   $  (609,021)    58,776,354   $     (0.01)
                                        ===========    ===========   ===========
<CAPTION>
                                           Three Months Ended August 31, 2004
                                         ---------------------------------------
<S>                                     <C>             <C>          <C>
Basic/diluted loss per common share:
Net Loss                                $  (587,093)    51,606,480   $     (0.01)
                                        ===========    ===========   ===========
Effect of dilutive securities                    --             --
                                        -----------    -----------   -----------
Total                                   $  (587,093)    51,606,480   $     (0.01)
                                        ===========    ===========   ===========

</TABLE>

                 See Notes to Consolidated Financial Statements.

                                      - 5 -

<PAGE>

                   Notes to Consolidated Financial Statements
                                   (Unaudited)
                                   -----------

1.    Management Plans and Going Concern Matters

Mediscience  Technology Corp. and Subsidiaries  (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.  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.  ("Mediscience")  and  its  wholly-owned  subsidiaries,  Laser
Diagnostics  Instruments,  Inc. ("LASER"),  Photonics for Women's Oncology,  LLC
("PHOTONICS"),  Proscreen, LLC ("PROSCREEN") and Medi-Photonics Development, LLC
("MEDI").  MEDI is the only active  subsidiary of the Company.  All  significant
intercompany balances and transactions have been eliminated in consolidation.

The consolidated  financial statements as of and for the six month periods ended
August 31, 2005 and 2004 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.

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


                                     - 6 -
<PAGE>

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 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  2006.  At August 31,  2005,  the Company had an
incentive stock option plan for officers and employees. 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.  There were no options  granted during the quarter ended August
31, 2005.

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.

<TABLE>
<CAPTION>
                                                   Six Months Ended             Three Months Ended
                                                      August 31,                   August 31,
                                             --------------------------    --------------------------
                                                 2005           2004           2005           2004
                                                 ----           ----           ----           ----
<S>                                          <C>            <C>            <C>            <C>
Net loss, as reported                        $(1,138,774)   $(1,121,170)   $  (609,021)   $  (587,093)
Deduct: Total stock-based employee
    compensation expense determined
    under fair value based method for
    all awards, net of related tax effects            --             --             --             --
                                             -----------    -----------    -----------    -----------
Pro forma net loss                           $(1,138,774)   $(1,121,170)   $  (609,021)   $  (587,093)
                                             ===========    ===========    ===========    ===========
Basic and Diluted Loss per share:
    As reported                              $     (0.02)   $     (0.02)   $     (0.01)   $     (0.01)
                                             ===========    ===========    ===========    ===========
    Pro forma                                $     (0.02)   $     (0.02)   $     (0.01)   $     (0.01)
                                             ===========    ===========    ===========    ===========
</TABLE>

      Recent Accounting Pronouncements

In December 2004, the Financial  Accounting Standards Board ("FASB") issued SFAS
No. 123(R)),  "Share- Based  Payment,"  which requires  companies to measure and
recognize compensation expense for all stock- based payments at fair value. SFAS
123(R)) is effective at the  beginning of their next fiscal year after  December
15,  2005 for a small  business  issuer and,  thus,  will be  effective  for the
Company  beginning  with the first  quarter of fiscal  2007.


                                      - 7 -
<PAGE>

The Company is currently evaluating the impact of adopting SFAS 123(R)) but does
not  expect  to have a  material  impact on its  results  of  operations  or its
financial condition.

4.    Deferred Costs

During the six months ended August 31, 2005,  the Company  issued  811,000 fully
vested restricted shares of its common stock at a value between $.55 to $.68 per
share (the closing price of the Company's  common stock on the date of issuance)
amounting to $525,040 to three consulting  groups in exchange for services to be
rendered,  over a period of 6 - 12 months, for matters such as public relations,
marketing opportunities, product development and research and corporate funding.
These costs have been  capitalized  and will be recognized  on a straight-  line
basis  over the life of the  agreements.  Expected  future  amortization  of all
deferred costs is as follows:


     Six Months Ending            February 28, 2006        $  448,097
        Year Ending               February 28, 2007           390,612
        Year Ending               February 29, 2008           378,320
        Year Ending               February 28, 2009           150,820
        Year Ending               February 28, 2010           100,547


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.  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. The
Company  made an  inducement  offer  to the  Trust  to  convert  all of its then
outstanding  notes. On 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 (Note 8). In  connection  with the  inducement  offer and related
conversion,  the Company  recognized an expense of $58,555  during the six-month
period ended August 31, 2004.

In November 2004, the Company entered into a $200,000  promissory note agreement
with the Trust.  The agreement  provides for interest at 11% and a maturity date
of November 18, 2006.  Accrued  interest is due and payable on January 15, 2005,
January  15,  2006 and the  maturity  date.  After  the  maturity  date,  unpaid
principal and accrued  interest on the promissory  note bear interest at 15%. In
November and December 2004, the Company  entered into promissory note agreements
totaling $150,000 with two individuals.  The agreement  provides for interest at
5% and a maturity date of November 18, 2006. Accrued interest is due and payable
on January 15, 2005,  January 15, 2006 and the maturity date. After the maturity
date, unpaid principal and accrued interest on the promissory note bear interest
at 7%. In  January  2005,  the Trust and two  individuals  converted  a total of
$350,000 of promissory notes into 700,000 shares of the Company's common


                                     - 8 -
<PAGE>

stock.  In March 2005,  related  accrued  interest of $3,667 was converted  into
7,334 shares of the Company's common stock.

6.    Related Party Transactions

From time to time, Mr. Katevatis, Chairman/CEO, advances funds to the Company to
provide funding to pay  operational  expenses as they become due. These advances
do not accrue interest.  At August 31, 2005 and February 28, 2005, officer loans
payable to Mr. Katevatis were, $-0- and $31,542 respectively.

Legal services rendered by Mr. Katevatis  amounted to $25,000 for the six months
ended August 31, 2005 and August 31, 2004. 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 $11,579 and $6,944 for the six months ended August 31, 2005 and
2004, 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 was the President and Chief Executive  Officer of THM
from 2000 to 2003.  The agreement was terminated on April 12, 2004. On April 23,
2003, Mr.  Engelhart was elected  President and Chief  Operating  Officer of the
Company and shortly  thereafter  entered into an employment  agreement  with the
Company (Note 8). Expense  reimbursements of $13,122 and $20,128 were accrued or
paid to Mr.  Engelhart  for the six  months  ended  August  31,  2005 and  2004,
respectively,  with respect to his role as President and Chief Operating Officer
of the Company.

On  August 1,  2004,  the  Company  entered  into a  thirteen  month  consulting
agreement  with John  Matheu,  a  Director  and  member of the audit  committee,
pursuant to which Mr.  Matheu will provide  management  services to the Company.
Mr.  Matheu will be paid a monthly  consulting  fee of $4,166 during the term of
the agreement and received an option to purchase  300,000 shares of common stock
at $1.50 per share.

7.    Accrued Liabilities

Accrued liabilities consist of the following:

                                                    August 31,     February 28,
                                                    ----------     ------------
                                                       2005           2005
                                                       ----           ----

Legal and professional fees                         $  210,424     $  257,924
Consulting and university fees                       1,207,915      1,220,415
Salaries and wages                                   1,408,833      1,412,333
Other                                                   85,275        102,239
                                                    ----------     ----------
           Total                                    $2,912,447     $2,992,911
                                                    ==========     ==========

Included in legal and  professional  fees as of August 31, 2005 and February 28,
2005 is $62,500 and $57,500,  respectively,  for legal services  rendered by Mr.
Katevatis (Note 6).


                                     - 9 -
<PAGE>

Included in Consulting  and  University  Fees as of August 31, 2005 and February
28, 2005 is $1,164,318 and $1,170,818, respectively, owed to Dr. Alfano (Note 8)
with respect to his consulting agreement.

Included in salaries  and wages as of August 31, 2005 and  February  28, 2005 is
$1,406,333 and $1,406,333,  respectively,  owed to Mr. Katevatis with respect to
his employment agreement.

Included in salaries  and wages as of August 31, 2005 and  February  28, 2005 is
$2,500 and  $2,500,  respectively,  owed to Mr.  Engelhart  with  respect to his
employment agreement.


                                     - 10 -
<PAGE>

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  ("Katevatis
Shares"),   which  at  the  time   represented  17%  ("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


                                     - 11 -
<PAGE>

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
six-months  ended August 31, 2005, the Company issued 469,370 of common stock of
the Company to Mr. Katevatis in connection with the anti-dilution  rights and as
of August 31, 2005. The Company is obligated to issue an additional 1,246 shares
to Mr. Katevatis in connection with the anti-dilution rights. In connection with
the issuance of these shares, the Company capitalized only the stock's par value
from additional paid-in- capital because of the Company's accumulated deficit.

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 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 Dr. Alfano so that the Alfano Shares represent 4%
of the issued and  outstanding  shares of common  stock of the  Company.  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
six-months  ended August 31, 2005,  the Company  issued 114,440 shares of common
stock of the Company to Dr. Alfano in connection with the  anti-dilution  rights
and as of August 31, 2005. It was subsequently discovered that 3,707 shares were
issued  in error and will be  returned  during  the next  fiscal  quarter  ended
November 30, 2005. In connection with the issuance of these shares,  the Company
capitalized only the stock's par value from additional  paid-in-capital  because
of the Company's accumulated deficit.

      Debt Conversion

In March,  2005,  related  accrued  interest of $3,667 was converted  into 7,334
shares of the Company's common stock.

      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  dated  February  1,  2004.  Under the terms of the
offering, the Company agreed to file a registration statement covering resale of
the converted common shares, which it did on December 20, 2004.

      Common Stock Issued for Future Services

                                     - 12 -
<PAGE>

During March 2005, the Company issued  711,000  restricted  shares of its common
stock with a value of $470,040 to two consulting groups in exchange for services
to be rendered over a period of 12 months.  The transaction was recognized based
on the fair value of the shares issued (Note 4).

During April 2005, the Company issued  100,000  restricted  shares of its common
stock with a value of $55,000 to a consulting  group in exchange for services to
be rendered over a period of 6 months.  The transaction was recognized  based on
the fair market value of the shares issued (Note 4).

      Common Stock Issued for Cash

In connection  with its private  placement  offering during the six months ended
August 31, 2005,  the Company  issued  750,000  restricted  shares of its common
stock for cash proceeds of $375,000.  In addition,  the Company  issued  500,000
restricted  shares of its common stock that had been previously  subscribed.  In
connection with the above  issuances,  the Company granted  warrants to purchase
1,250,000  shares of common  stock at $1.00 per share.  The  warrants  expire in
August 2007.

      Other

In June 2005,  600,000  shares were issued in error to a  consultant  for future
services along with 126,000 shares


                                     - 13 -
<PAGE>

issued as per the Company's anti-dilution  agreement. The recipients acknowledge
the  error and are in the  process  of  returning  the  shares  to the  Company.
Outstanding shares as reported in the financial  statements do not reflect these
shares, which had been issued in error.

9.    Stock Options and Warrants

      Stock Options
      -------------

Activity related to stock options during the six months ended August 31, 2005 is
as follows:

<TABLE>
<CAPTION>
                                                             Exercise         Weighted
                                                             --------         --------
                                                               Price          Average
                                                               -----          -------
                                               Shares          Range       Exercise Price
                                               ------          -----       --------------
<S>                   <C> <C>                 <C>         <C>     <C>     <C>
Outstanding, February 28, 2005                2,400,000   $ .25 - $ 2.00  $      1.04
      Granted                                    --
      Exercised                                  --
      Fortified                                  --
                                             ----------
Outstanding, August 31, 2005                  2,400,000   $ .25 - $ 2.00  $      1.04
                                             ==========
</TABLE>

      Stock Warrants
      --------------

Activity  related to stock warrants  during the six months ended August 31, 2005
is as follows:


                                                             Exercise
                                                             --------
                                           Shares             Price
                                           ------             -----
                                          Available           Range
                                          ---------           -----
Outstanding, February 28, 2005            3,500,000      $ .25 - $ 3.00
      Granted                             1,250,000      $         1.00
      Exercised                              --
      Fortified                              --
                                          ---------
Outstanding, August 31, 2005              4,750,000      $ .25 - $ 3.00
                                          =========

In connection  with its private  placement  offering during the six months ended
August 31, 2005, the Company granted  warrants to purchase  1,250,000  shares of
common stock at $1.00 per share. The warrants expire in August 2007.


                                     - 14 -
<PAGE>

                       Managements Discussion and Analysis
                       -----------------------------------

 Six Months Ending August 31, 2005 Compared to Six Months Ending August 31, 2004
 -------------------------------------------------------------------------------

Revenues
--------

We had no revenues  during our six months ending August 31, 2005 ("2006"  fiscal
year) and August 31,  2004  ("2005"  fiscal  year).  Our  primary  focus was our
continued development of our light-based technology.

General and Administrative Expenses
-----------------------------------

General  and  administrative  expenses  increased  approximately  $92,000 or 11%
during the current  six month  period  ended  August 31, 2005 as compared to our
prior six month  period  ended  August 31,  2004.  This  increase is net of both
increases and decreases in key general and  administrative  expense  categories.
Included in the increase in general and  administrative  expenses is an increase
in consulting costs  approximating  $164,000 during the current six month period
when  compared  to the prior six month  period.  The above  increase  was partly
comprised of  approximately  $409,000 of deferred costs amortized as an expense,
as compared to approximately  $286,000 of deferred costs amortized as an expense
in the prior six month  period,  resulting in a net  increase of  $123,000.  The
increase in  consulting  costs was also  comprised of  approximately  $41,000 in
other  consulting  costs  expended,  all associated  with corporate  management,
investor relations,  marketing opportunities,  product development and corporate
funding.  With  the  exception  of  consulting  costs,  all  other  general  and
administrative  costs increased  approximately  $1,000 with very little variance
between  line items  during the  current six month  period when  compared to the
prior  year   earlier   period.   Included  in  the   decrease  in  general  and
administrative expenses is a decrease in professional fees approximating $24,000
during the current six month period when compared to the prior six month period.
In the prior period, the Company had incurred additional  professional fee costs
as it was  preparing  for a Securities  and  Exchange  Commission  filing.  Also
included in the decrease in general and administrative expenses is a decrease in
salaries,  wages,  secretarial  assistance  and  fringe  benefits  approximating
$46,000,  during the  current six month  period  when  compared to the prior six
month  period.  In the prior  period,  the  Company  had  increased  office  and
administrative   activities   approximating   $21,000  and  increased  temporary
salaries, wages and fringe benefits approximating $25,000.

Debt Conversion Inducement Expense
----------------------------------

The Company  made an  inducement  offer to a creditor to convert all of its then
outstanding  notes. In March,  2004, the creditor  accepted the offer to convert
the  principal  amount of $150,045 plus related  accrued  interest of $35,470 to
1,460,000  common shares.  In connection  with the inducement  offer and related
conversion,  the Company recognized a non-cash expense of $58,555 during the six
months  ended  August  31,  2004.  No debt  conversion  inducement  expense  was
recognized during the six months ended August 31, 2005.

Advertising, Travel and Marketing
---------------------------------

Advertising,  travel and  marketing  decreased  approximately  $2,400 or 6%. The
Company continues to pursue the establishment of co-promotional arrangements for
the marketing,  distribution,  and commercial  exploitation of cancer  detection
technology,  along with the promotional activities of raising capital to support
these objectives.


                                     - 15 -
<PAGE>

Research and Development Expense
--------------------------------

Research and development expense decreased approximately $8,000 or 4% during the
current six month period  ended  August 31, 2005 when  compared to the prior six
month  period  ended August 31,  2004.  This  decrease was  comprised of the net
decrease  and  increase  in  several  key  research  and   development   expense
categories.  The  principal  reason  for the  decline  in  research  costs was a
decrease in funding to the  Research  Foundation  City  University  of New York,
approximating  $116,000  in the current  six month  period when  compared to the
prior year six month period. In the prior year the Company committed to research
funding  approximating  $300,000  through  Medi-Photonics,  the Company's wholly
owned subsidiary to the Research  Foundation City University of New York under a
one-year  project  agreement for research and development in the area of optical
biopsy for the development of a commercially viable CD-Ratiometer and adjunctive
technology.  Included  as an increase in  research  and  development  expense is
approximately  $33,000 in outside consulting and patent related costs during the
current six month period when compared to the year earlier period. Also included
as an increase in research and development is approximately  $75,000 of deferred
costs amortized as an expense. The Company though its subsidiary  Medi-Photonics
entered into a collaborative  research and development agreement with Infotonics
Technology  Center Inc., a consortium of founding  participants  such as Corning
Inc.,  Eastman Kodak Company and Xerox  Corporation.  Infotonics and the Company
will collaborate with one another in the conduct of a research program involving
the development of commercially  viable,  miniature devices for the Company that
will make use of  ultraviolet  light to  diagnose  the health of living  tissue,
remotely monitoring the health/status of various medical environments,  e.g. the
detection of various types of cancer and the monitoring of body  functions.  The
period of research under this  agreement  will terminate upon  completion of the
research,  currently estimated to be five years. As consideration for Infotonics
to carry out the research,  the Company issued to Infotonics 1,000,000 shares of
its common stock, having a fair market value of $754,100.

Liquidity and Capital Resources
-------------------------------

We had a deficiency  in working  capital as of August 31, 2005 of  approximately
$2,432,000 compared to a deficiency of approximately  $2,180,000 at February 28,
2005 or an increase in the deficiency of approximately  $252,000 for the current
six month  period ended August 31,  2005.  The  increase in the  deficiency  was
comprised of a decrease of  approximately  $428,000 in current assets  primarily
composed of cash, as compared to a decrease of approximately $176,000 in current
liabilities  which was primarily  composed of accrued  liabilities  and accounts
payable. The deficiency in working capital is primarily  represented by accruals
for  professional  fees,  consulting,  salaries  and  wages  and  other  general
obligations.

Cash flows from financing activities was a net increase  approximating  $343,000
for the six months  ended August 31,  2005,  which is  primarily  related to the
proceeds from an ongoing  private  placement of common stock.  The proceeds from
the private  placement  will be primarily  used for the clinical  development of
certain prototypes, regulatory, medical and scientific affairs, market research,
and working  capital.  During the six months ended August 31, 2005,  the Company
refunded  approximately $31,500 to an officer, who advanced it to the Company in
a prior period.

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  assurances  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


                                     - 16 -
<PAGE>

of  sales  revenues  after  detection  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 technology 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,


                                     - 17 -
<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  developing  technologies
utilizing  optical biopsy  (fluorescent  imaging) into medical devices for early
detection and diagnostic in the areas of cervical,  ex-vivo  breast  lumpectomy,
esophagus,  oral, colon and breast cancers.  Mediscience Technology Corp. formed
Mediphotonics  Development Company,  LLC, a New York limited liability company),
to engage in the  development,  design and  assembly of optical  biopsy  medical
devices.   Mediphotonics  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
devices.  On  September 8, 2004,  Mediphotonics  Development  Company,  LLC, our
wholly owned subsidiary, entered into an agreement of intent to agree to jointly
develop the "Compact Photonic Explorer" (CPE) or "pill camera",  for medical and
non-medical  applications  with Infotonics  Technology  Center, (a consortium of
Corning,  Inc.,  Eastman  Kodak  Company and Xerox  Corporation).  The  parties'
initial focus of the project is developing a Compact Photonic  Explorer (CPE) or
"smart pill".  The CPE has a photonic sensor that uses ultraviolet (UV) light to
remotely monitor the health of human tissue in various environments. The product
is  being  designed  to  potentially  take a biopsy  of  various  areas  through
spectroscopy.  The initial  target of the CPE is to develop a "smart  pill" that
targets the diagnosis of various forms of cancer throughout the GI tract. During
the first  quarter of 2005,  Mediphotonics  commenced  work in the  detection of
breast  cancer in human milk ducts and  detecting  acceptable  clear margins (no
cancer) in lumps that are excised from human breast cavities.

In December 2004,  Mediphotonics and Research  Foundation of City College of New
York   (RF-CUNY)   have   completed  a  prototype   CD-GYN   (Cancer   Detection
Gynecological) Ratiometer suitable for clinical trials.  Mediscience Technology,
with its FDA  consulting  firms,  Schiff & Company has  submitted  documentation
necessary  to  begin  clinical  trials  and  will  be  meeting  with  the FDA in
mid-August.

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 judgements of management, such as:

      o     Determining accruals and contingencies;


                                     - 18 -
<PAGE>

      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.
      o     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.


                                     - 19 -
<PAGE>

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

            Evaluation of disclosure controls and procedures

            Our chief executive officer and our chief financial  officer,  after
            evaluating the effectiveness of the Company's  "disclosure  controls
            and  procedures"  (as defined in Exchange  Act Rules  13a-15(e)  and
            15d-15(e))  as of the end of the period  covered by this report (the
            "Evaluation  Date"),  have concluded that as of the Evaluation Date,
            our  disclosure  controls  and  procedures  were  not  adequate  and
            ineffective to ensure that material  information  relating to us and
            our  consolidated  subsidiaries  would be made known to us by others
            within those entities.

            Internal controls over financial reporting

            In  connection  with their review of the  Company's  August 31, 2005
            interim financial statements,  the Company's independent  registered
            public  accounting firm identified  certain material  weaknesses and
            other  deficiencies  in our  internal  control.  The Public  Company
            Accounting  Oversight  Board,  Standard  No.  2  states  a  material
            weakness  is  "a  significant   deficiency,   or  a  combination  of
            significant  deficiencies,  that  results  in  more  than  a  remote
            likelihood  that a  material  misstatement  of the annual or interim
            financial statements will not be prevented of detected."

            The  Company's   independent   registered   public  accounting  firm
            identified  the  following  material  weaknesses  in  the  Company's
            internal controls:

                  1.    The  Company  does not  have  sufficient  resources  and
                        therefore:

                        a.    is heavily dependent on external legal counsel and
                              an accounting  consultant for financial accounting
                              and reporting functions and,

                        b.    lacks  proper   segregation  of  duties  over  the
                              authorization and approval of transactions.

                  2.    Insufficient  analysis,  documentation and review of the
                        selection   and   application   of  generally   accepted
                        accounting   principles   of   significant   non-routine
                        transactions,  including  the  preparation  of financial
                        statement disclosures relating thereto.

                  3.    The Company does not have  sufficient  internal  control
                        policies and procedures over reviewing formal vendor and
                        other agreements.

                  4.    The Company does not have a formal budgeting process and
                        does  not  prepare  written  BOD and  committee  meeting
                        minutes on a timely basis.

                  5.    The Company has informal policies and procedures.

            In connection with the material control weaknesses  discussed above,
            we have or expect to take the following actions:

                  1.    The  Company  has and  will  continue  to  consult  with
                        external  legal  counsel  prior to execution of material
                        contracts and filings with the  Securities  and Exchange
                        Commission.


                                     - 20 -
<PAGE>

                  2.    The  Company has and will  continue  to consult  with an
                        accounting   consultant   and  improve   its   analysis,
                        documentation   and   review   of  the   selection   and
                        application of generally accepted accounting  principles
                        to significant non-routine  transactions,  including the
                        preparation of financing statement  disclosures relating
                        thereto.

                  3.    Once adequate  funding is obtained,  the Company intends
                        to  hire  a  full  time  chief  financial  officer  with
                        requisite skills. At that point the Company will further
                        remediate all of the above material control weaknesses.

            There were no  significant  changes in our  internal  controls or in
            other  factors  that  could   significantly   affect  the  Company's
            disclosure controls and procedures, nor any significant deficiencies
            or material  weaknesses in such  disclosure  controls and procedures
            requiring   corrective  actions  other  than  the  material  control
            weaknesses discussed above.

            A control system, no matter how  well-designed and operated,  cannot
            provide  absolute  assurance  that  the  objectives  of the  control
            systems are met, and no evaluation of internal  controls can provide
            absolute  assurance  that all control issues and instances of fraud,
            if any, within a company have been detected.


                                     - 21 -
<PAGE>

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


Item 1.    Legal Proceedings
           -----------------

           None

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

           In June  2005, the Company issued  200,000  restricted  shares of its
           common stock in continuance of its on-going private placement.

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
           --------------------------------

           (A)    Exhibits

           10.1   On August 16, 2005, in accordance  with  contract  terms,  the
                  Company  announced  it  successfully  closed its  regulation D
                  private  placement  in the amount of  $1,525,000.  The Company
                  choose to allocate and close this offering on a smaller number
                  of units subscribed avoiding addition dilution to its shares.

           31.1   Certifications  pursuant to Section 302 of the  Sarbanes-Oxley
                  Act of 2002

           31.2   Certifications  pursuant to Section 302 of the  Sarbanes-Oxley
                  Act of 2002

           32     Certifications  pursuant to 18 U.S.C.  Section 1350 as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 202





                                     - 22 -
<PAGE>

                                   SIGNATURES
                                   ----------


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant has duly caused this report on Form 10-QSB to be signed on its behalf
by the undersigned thereunto duly authorized.




                                                    MEDISCIENCE TECHNOLOGY CORP.
                                                    (Registrant)


                                                    /s/ Peter Katevatis
                                                    ----------------------------
                                                    Peter Katevatis
                                                    Chairman of the Board and
                                                    Chief Executive Officer



October 20, 2005


                                     - 23 -
<PAGE>


                                  EXHIBIT INDEX
                                  -------------



EXHIBIT NO.         DESCRIPTION
-----------         -----------

  10.1              On August 16, 2005, in accordance with contract  terms,  the
                    Company  announced it  successfully  closed its regulation D
                    private  placement in the amount of $1,525,000.  The Company
                    choose to  allocate  and close  this  offering  on a smaller
                    number of units subscribed avoiding addition dilution to its
                    shares.

  31.1              Certification  of the Chief  Executive  Officer  pursuant to
                    Section 302 of the Sarbanes-Oxley Act of 2002.

  31.2              Certification  of the Chief  Financial  Officer  pursuant to
                    Section 302 of the Sarbanes-Oxley Act of 2002.

  32                Certification  of the Chief Executive  Officer and the Chief
                    Financial  Officer  pursuant to 18 U.S.C.  Section  1350, as
                    adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                    2002.



                                     - 24 -