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, 2003 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 May 31, 2003.

   Title of Class                                   Number of Shares Outstanding
   --------------                                   ----------------------------
Common Stock, par value
$.01 per share                                                        37,682,139

<PAGE>


                          MEDISCIENCE TECHNOLOGY CORP.
                          ----------------------------
                                  MAY 31, 2003
                                  ------------

                                      INDEX
                                      -----


                                                                       PAGE
                                                                       ----
PART I.    Financial Information
Item 1.    Consolidated Financial Statements
           Consolidated Balance Sheets as of May 31, 2003
           (Unaudited) and February 28, 2003 (Audited)                   1
           Consolidated Statement of Operations for the
           Three Months Ended May 31, 2003 (Unaudited)
           and May 31, 2002 (Unaudited)                                  2
           Consolidated Statement of Cash Flows for the
           Three Months Ended May 31, 2003 (Unaudited)
           and May 31, 2002 (Unaudited)                                  3
           Exhibit to Statements of Operations                           4
           Notes to Financial Statements                               5 - 12
Item 2.    Management's Plan of Operation                             13 - 16
PART II.   Other Information                                          17 - 18
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                                    19
           Certification Pursuant to Section 302 of the
           Sarbanes-Oxley Act of 2002                                 20 - 21
           Certification Pursuant to Section 906 of the
           Sarbanes-Oxley Act of 2002                                    22
           Certification Pursuant to Section 302 of the               23 - 24
           Sarbanes-Oxley Act of 2002



<PAGE>

<TABLE>
<CAPTION>
                          MEDISCIENCE TECHNOLOGY CORP.
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

                                                                             May 31,            February 28,
                                                                              2003                  2003
                                                                          (Unaudited)            (Audited)
<S>                                                                      <C>                   <C>
CURRENT ASSETS
      Cash and Cash Equivalents                                          $     71,256          $    119,681
      Prepaid Expenses                                                          3,713                14,853
                                                                         ------------          ------------
           Total Current Assets                                                74,969               134,534
PROPERTY, PLANT AND EQUIPMENT
      Net of accumulated depreciation $204,170 -
        May 31, 2003; $204,106 - February 28, 2003                              1,083                 1,147
OTHER ASSETS - Security Deposit                                                 1,800                 1,800
                                                                         ------------          ------------
TOTAL ASSETS                                                             $     77,852          $    137,481
                                                                         ============          ============
                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                                                                         ============          ============
CURRENT LIABILITIES
      Current Portion of Officer and Other Loans                         $    167,449          $     47,404
      Accounts Payable                                                         15,410                43,873
      Accrued Liabilities                                                   2,684,492             2,549,413
                                                                         ------------          ------------
           Total Current Liabilities                                        2,867,351             2,640,690
OFFICER AND OTHER LOANS, Net of Current Portion                                    --               120,045
                                                                         ------------          ------------
TOTAL LIABILITIES                                                           2,867,351             2,760,735
                                                                         ------------          ------------
STOCKHOLDERS' DEFICIT
      Preferred Stock, $.01 Par Value, 50,000 Shares Authorized,
        0 Shares Issued and Outstanding                                            --                    --
      Common Stock $.01 Par Value, Authorized 39,950,000
        Shares; Issued and Outstanding 37,682,139 Shares -
        May 31, 2003; 37,582,139 Shares - February 28, 2003                   376,821               375,821
      Additional Paid-in Capital                                           18,485,426            18,467,426
      Accumulated Deficit                                                 (21,651,746)          (21,466,501)
                                                                         ------------          ------------
           Total Stockholders' Deficit                                     (2,789,499)           (2,623,254)
                                                                         ------------          ------------
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT                                $     77,852          $    137,481
                                                                         ============          ============
</TABLE>


         "See Accompanying Notes to Consolidated Financial Statements."

                                       -1-

<PAGE>


<TABLE>
<CAPTION>
                          MEDISCIENCE TECHNOLOGY CORP.
                          ----------------------------
                      CONSOLIDATED STATEMENT OF OPERATIONS
                      ------------------------------------
                FOR THE THREE MONTHS ENDED MAY 31, 2003 AND 2002
                ------------------------------------------------
                                   (UNAUDITED)
                                   -----------

                                                                THREE MONTHS
                                                                ------------
                                                        2003                   2002
                                                        ----                   ----
<S>                                                  <C>                   <C>
Net Sales                                            $         --          $         --
Cost of Sales                                                  --                    --
                                                     ------------          ------------
      Gross Profit                                             --                    --
General and Administrative Expense                        150,432               160,663
Product Development Expense                                 9,658                    --
Advertising, Travel and Marketing                          25,390                11,313
                                                     ------------          ------------
      Total Expenses                                      185,480               171,976
Other Income                                                  235                   295
                                                     ------------          ------------
Net Loss                                             $   (185,245)         $   (171,681)
                                                     ============          ============
Net Loss Per Common Share, Basic and Diluted         $     (0.005)         $     (0.005)
                                                     ============          ============
Weighted Average Number of Shares                      37,682,139            36,976,870
  of Common Stock Outstanding                        ============          ============

</TABLE>


         "See Accompanying Notes to Consolidated Financial Statements."

                                       -2-

<PAGE>

<TABLE>
<CAPTION>
                          MEDISCIENCE TECHNOLOGY CORP.
                          ----------------------------
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                      ------------------------------------
                FOR THE THREE MONTHS ENDED MAY 31, 2003 AND 2002
                ------------------------------------------------
                                   (UNAUDITED)
                                   -----------



                                                                          2003              2002
                                                                          ----              ----
<S>                                                                    <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------
      Net Loss                                                         $(185,245)         $(171,681)
      Adjustment for Item Not Requiring Cash Outlay
           Depreciation                                                       64                322
                                                                       ---------          ---------
           Subtotal                                                     (185,181)          (171,359)
      Changes in Assets and Liabilities:
           Decrease in Prepaid Expenses                                   11,140                 --
           Decrease in Accounts Payable                                  (28,463)            (4,885)
           Increase in Other Accrued Liabilities                         135,079            139,311
           Decrease In Officer and Other Loans                                --            (22,142)
                                                                       ---------          ---------
                Net Cash Flows (Used for) Operating Activities           (67,425)           (59,075)
                                                                       ---------          ---------
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                                    (48,425)           (59,075)
-------------------------------------
CASH AND CASH EQUIVALENTS
-------------------------
      Beginning Balance                                                  119,681            115,551
                                                                       ---------          ---------
      Ending Balance                                                   $  71,256          $  56,476
                                                                       =========          =========

</TABLE>


         "See Accompanying Notes to Consolidated Financial Statements."

                                       -3-


=<PAGE>

<TABLE>
<CAPTION>
                       EXHIBIT TO STATEMENTS OF OPERATIONS
                  WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
                                   (UNAUDITED)




                     Common                                                   Weighted
                     Stock                                                    Average
                 $.01 Par Value          Common          Number of           Number of
                   Issued and            Stock             Shares              Shares
                  Outstanding         Equivalents       Outstanding         Outstanding
               ------------------    --------------   ----------------   ------------------
<S>                <C>                     <C>           <C>                 <C>
March 2003         37,682,139              -             37,682,139
April 2003         37,682,139              -             37,682,139
May 2003           37,682,139              -             37,682,139          37,682,139

</TABLE>


         "See Accompanying Notes to Consolidated Financial Statements."

                                       -4-


<PAGE>

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



1.   Management Plans and Going Concern Matters

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") and PHOTONICS FOR WOMEN'S ONCOLOGY, LLC ("PHOTONICS") 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, 2003 and 2002 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
2002 Annual Report on Form 10-K. 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.


                                       -5-

<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

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

Effective February 28, 2003, the Company adopted 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 2004. At May
31, 2003, the Company had one stock-based employee compensation plan. The
Company accounts for this plan 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
stock-based employee compensation. 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 $0.08. The fair value was estimated using the Black-Scholes
option-pricing


                                       -6-

<PAGE>

model with the following weighted average assumptions for the three-months ended
May 31, 2003: dividend yield of 0.0%; volatility of 1.6913; risk-free interest
rate of 3.0%; and an expected life of 3 years. There was no stock-based employee
compensation for the three-months ended May 31, 2002.


                                                  Three Monts Ended May 31,
                                                  -------------------------
                                                  2003                  2002
                                                  ----                  ----
Net loss, as reported                         $  (185,245)          $  (171,681)
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                            $  (346,689)          $  (171,681)
Loss per share:
    Basic - as reported                       $    (0.005)          $   (0.005)
    Basic - pro forma                         $    (0.009)          $   (0.005)
    Diluted - as reported                     $    (0.005)          $   (0.005)
    Diluted - pro forma                       $    (0.009)          $   (0.005)


     Recent Accounting Pronouncements

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 addresses financial accounting
and reporting for costs associated with exit or disposal activities and
nullifies Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit and Activity
(including Certain Costs Incurred in a Restructuring)," SFAS No. 146 is
effective for exit or disposal activities initiated after December 31, 2002. The
Company is currently evaluating the impact of adopting SFAS No. 146, but does
not expect it to have a material impact on its results of operations or its
financial condition.

On November 25, 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45" or
the "Interpretation"), Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others, an
Interpretation of FASB Statements No. 5, 57, and 107 and Rescission of FASB
Interpretation No. 34. FIN 45 clarifies the requirements of SFAS No. 5,
Accounting for Contingencies, relating to the guarantor's accounting for, and
disclosure of, the issuance of certain types of guarantees. The disclosure
provisions of the Interpretation are effective for financial statements of
annual periods that end after December 15, 2002. However, the provisions for
initial recognition and measurement are effective on a prospective basis for
guarantees that are issued or modified after December 31, 2002, irrespective of
a guarantor's year-end. The Company has adopted the disclosure provisions and
does not expect the impact of adopting the recognition and measurement
provisions of FIN 45 to have a material impact on its results of operations or
its financial condition.

On January 17, 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46" or the
"Interpretation"), or the "Interpretation"), Consolidation of Variable Interest
Entities, an interpretation of ARB 51. The primary objectives of FIN 46 are to
provide guidance on the identification of entities for which control is

                                       -7-
<PAGE>


achieved through means other than through voting rights ("variable interest
entities" or "VIE's") and how to determine when and which business enterprise
should consolidate the VIE (the "primary beneficiary"). This new model for
consolidation applies to an entity which either (1) the equity investors (if
any) do not have a controlling financial interest or (2) the equity investment
at risk is insufficient to finance that entity's activities without receiving
additional subordinated financialsupport from other parties. In addition, FIN 46
requires that both the primary beneficiary and all other enterprises with a
significant variable interest in a VIE make additional disclosures. FIN 46 is
effective immediately, for VIE's created after January 31, 2003. FIN 46 is
effective no later than the beginning of the first annual financial reporting
period beginning after June 15, 2003. The Company is currently evaluating the
impact of adopting FIN 46, but does not expect it to have a material impace on
its results of operations or its financial condition.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities under SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities." This Statement amends SFAS No. 133 for decisions made
as part of the Derivatives Implementation Group process and in connection with
implementation issues raised in relation to the application of the definition of
a derivative. SFAS No. 149 is effective for contracts entered into or modified
after June 30, 2003. The Company does not expect the requirements of SFAS No.
149 to have a material impact on its results of operations or its financial
position.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. SFAS
No. 150 is effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003. The Company does not expect a material
impact on its results of operations or its financial position.

4.   Officer and Other Loans

In fiscal 2000, the Company entered into two interest-bearing convertible notes.
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 $30,000 at May 31, 2003 and February 28, 2003. Accrued interest at May 31,
2003 and February 28, 2003 totaled $8,769 and $8,151, respectively.

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, 2003 and February 28, 2003, officer loans payable to Mr. Katevatis
were, $17,404 and $17,404 respectively.


On June 20, 2002, the Company entered into a $120,045 promissory note with the
Olive Cox Sleeper Trust (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

                                       -8-

<PAGE>


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, 2003 and February 28, 2003 was $14,040 and $10,439, respectively.

5.   Related Party Transactions

Legal services rendered by Mr. Katevatis, Chairman/CEO amounted to $12,500 for
the three months ended May 31, 2003 and May 31, 2002. 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 $4,912 and $7,770 in 2003 and 2002, 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.

6.   Accrued Liabilities

Accrued liabilities consist of the following:


                                       May 31,        February 28,
                                        2003             2003

Legal and professional fees          $  300,000       $  275,000
Consulting and university fees        1,043,415        1,002,915
Salaries and wages                    1,268,833        1,206,333
Other                                    72,244           65,165
                                     ----------       ----------
                                     $2,684,492       $2,549,413
                                     ==========       ==========


Included in legal and professional fees as of May 31, 2003 and February 28, 2003
is $250,000 and $237,500, respectively, for legal services rendered by Mr.
Katevatis (Note 5).

Included in Consulting and University Fees as of May 31, 2003 and February 28,
2003 is $999,818 and $959,318, respectively, owed to Dr. Alfano (Note 7) with
respect to his consulting agreement.

Included in salaries and wages as of May 31, 2003 and February 28, 2003 is
$1,256,333 and $1,206,333, respectively, owed to Mr. Katevatis in accordance
with his respective employment agreement (Note 7).

Included in salaries and wages as of May 31, 2003 is $12,500 owed to Mr.
Engelhart in accordance with his respective employment agreement (Note 7).


                                       -9-
<PAGE>


7.   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 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, 2003 and 2002.

     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, 2003 and 2002.

     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, 2003 and 2002.

     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



                                      -10-

<PAGE>


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.

     Stock Option Commitments

The Board of Directors approved a 1999 Incentive Stock Option Plan (the "Plan").
The aggregate number of shares that may be issued under the options shall not
exceed 3 million. The Plan is subject to stockholder approval that the Company
expects to obtain at some future date and therefore any awards granted under the
Plan will not be deemed granted until such approval is obtained from the
stockholders.

In connection with his employment agreement, the Company has granted stock
options under the Plan to Mr. Braginsky. Such stock options are exercisable upon
the attainment of certain milestones as defined in 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 up to 2,000,000 shares of the
Company's common stock at an option price of $.25 per share for the first
200,000 shares and at an option price of $1.00 per share for the remaining
1,800,000 shares. Mr. Engelhart's ability to exercise these options is subject
to a series of milestones described in his employment agreement. In the event
stockholders approve the Plan and these options become exercisable, the Company
would record the estimated fair value of the award in accordance with the
expense recognition method as described in APB 25.

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

     STOCK WARRANT

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 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.



                                      -11-
<PAGE>


     ANTI-DILUTION RIGHTS

The Company and Mr. Peter Katevatis have an anti-dilution rights agreement which
provides that Mr. Katevatis' ownership interest would at all times represent 17%
of the issued and outstanding shares of the Company. The anti-dilution rights
are exercisable at Mr. Katevatis' sole discretion. During the year ended
February 28, 2003, Mr. Katevatis exercised his right and requested the Company
issue 44,312 common shares. Under the terms of the anti-dilution rights and upon
Mr. Katevatis' request, the Company is obligated to issue an additional
1,619,057 common shares to meet the minimum 17% ownership interest in shares
issued and outstanding at February 28, 2003.

The Company and Dr. Robert Alfano have an anti-dilution rights agreement which
provides that Dr. Alfano's ownership interest would at all times represent 4% of
the issued and outstanding shares of the Company. The anti-dilution rights are
exercisable at Dr. Alfano's sole discretion. During the year ended February 28,
2003, Dr. Alfano exercised his right and requested the Company issue 17,729
common shares. Under the terms of the anti-dilution rights and upon Dr. Alfano's
request, the Company is obligated to issue an additional 71,557 common shares to
meet the minimum 4% ownership interest in shares issued and outstanding at
February 28, 2003.


                                      -12-

<PAGE>


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


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. We have successfully conducted certain preclinical
and clinical evaluations, which continue to support our belief that our
proprietary technology, when fully developed, will be useful in the screening
and diagnosis of cancer. We also believe that our technology, if successfully
developed, will have substantial commercial appeal due to its non-invasive
character, its delivery of immediate, real time results, its enhanced diagnostic
sensitivity and specificity and its appeal to physicians who can generate
additional office revenues that currently accrue to an off site pathology
laboratory.

Our strategy is to commercialize early cancer detection devices based upon our
developed technology, completed prototype's, and expertise in the area of
Fluorescent Imaging. The Company is using an Organizational Structure of wholly
                                                                         ------
owned subsidiary LLC's, e.g., State of Delaware approval and formation of
-----------------------
"PROSCREEN, LLC" (June 3, 2003) and PHOTONICS FOR WOMAN'S ONCOLOGY LLC (February
27, 2003). "Both LLC Company's are wholly owned subsidiaries of Mediscience
                                   -------------------------
(MDSC) each with its own Intellectual Property supported application. Our
purpose is to maximize the value of the Company's Intellectual Property. Our
first LLC commercial effort "Photonics for Women's Oncology LLC" will be in the
area of early cancer detection for cervical cancer. To that end, the company
possesses a working prototype and is in the process of raising funds, securing a
management team and is completing a plan in an attempt to secure a 510k
exemption from the FDA. The company is also working on early cancer detection
devices in the areas of prostate (PROSCREEN), colon, esophagus, and skin cancer
and is encouraged by all results. Using LLC's we plan to carefully select and
prioritize our targeted diagnostic indications to maximize the return on
development and clinical investments. We regard our "516" and other related
patents (such as 5,131,398) as pioneering, blocking and dominant in the area of
cancer diagnosis using fluorescence spectroscopy both in-vivo and in-vitro. We
intend to seek funding through new equity capital sourced from institutional and
individual professional investor groups. MDSC will license the requisite
platform technologies to, and separately assign, as its capital contribution,
other segregated, mission-critical assets to each LLC and in return, receive
equity ownership in, and an upfront license fee from each LLC entity. The
licenses issued to a LLC will be framed as exclusive, royalty-bearing,
irrevocable, perpetual, sub-licensable, worldwide licenses to make, have made,
modify, use, market, sell and distribute the platform technologies as part of or
in connection with a product, process, or machine for use in the niche markets
identified by and granted to each LLC. MDSC the parent company is entering into
a management and corporate services agreements with each subsequent LLC to
provide certain administrative and outsourced management services, in return for
a management fee. These services would include accounting, reporting, and
financial back-office services; legal services, including the defense of patent
and other intellectual property claims and rights against third parties that
have infringed the subsidiary's proprietary rights; financial and strategic
advisory services; representation in the process of in-licensing, out-licensing,
and creating joint ventures and alliances. MDSC will also continue to act as an
intellectual property transfer agent between LLC's and City University of New
York (CUNY).



                                      -13-
<PAGE>


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.

The principal issue currently facing the Company is a lack of the financial
    ---------------
resources and liquidity required to maintain business momentum and to properly
leverage intellectual property assets; the resolution of this issue is the
highest priority of management. In the absence of the availability of such
financing on a timely basis, the Company may be forced to materially curtail or
cease its operations.

Effective May 31, 2002 the Company executed and fully funded a new agreement
with "The Institute for Ultrafast Spectroscopy and Lasers Center for Ultrafast
Photonics and Mediphotonics Laboratory of City University of New York". Term:
July 1, 2002 to June 30, 2003. The Company is negotiating a new agreement and
intends to continue its research relationship with CUNY for technical and
research assistance in support of existing and anticipated clinical trials in
the United States.

Effective April 26, 2003, Michael Engelhart has been appointed President and
Chief Operating Officer on a three-year contract with warrants expiring on April
26, 2006. Mr. Engelhart is also President/CEO of THMGROUP LLC, Ramsey, NJ as the
Company's contracted and Board approved exclusive advisor to explore options for
the commercialization of its technology. On March 13, 2003 the Company appointed
Michael W. Engelhart to the Mediscience Board of Directors effective
immediately. Pursuant to the terms of his agreement MDSC shall pay him an annual
base salary of $120,000 (one hundred and twenty thousand dollars), payable
monthly in arrears (with the agreed exception of a $1,000.00 per month stipend).
On the date of this Agreement, MDSC will for $100.00 dollars grant to him an
incentive stock option / Warrant pursuant to the 1999 Plan (the "Option") to
purchase a total of 2,000,000 shares of MDSC common stock: this option/warrants
shall be effected as to any and all adjustment in the event of any funding,
stock splits, reverse stock splits, warrants, etc., excepting however, contract
rights, agreements anti-dilution rights, etc., (reflected in corporate SEC
filings) of Peter Katevatis Esq. and Dr. Robert Alfano founders.

     1.   200,000 shares of MDSC common stock at the option price of $.025 cents
          per share

     2.   1,800,000 shares of MDSC common stock at the option price of $1.00 per
          share (600,000- 600,000-600,000) representing Employee's contract
          warrants to purchase a total of 1,800,000 MDSC common shares shall be
          subject to annual review and the satisfaction of milestones. Each, a
          "Critical Milestone") described in the Business Plan (i.e., the
          completion on budget of;

          (i)  Preclinical toxicity studies within reasonable time of the
               initial funding contemplated by the Business Plan (the "Initial
               Funding Date"),

          (ii) Device development and preclinical validation within a reasonable
               time period of the Initial Funding Date,

                                      -14-


<PAGE>

          (iii) Phase I and II clinical trials within reasonable time of the
               Initial Funding Date,

          (iv) Phase 111 clinical trials and PMA submission to the FDA,

          (v)  PMA approval within reasonable time of the Initial Funding Date.

The Board has adopted an incentive stock option plan (the "1999 Plan") complying
with Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),
and will recommend the 1999 Plan to MDSC's shareholders for their approval at a
subsequent annual meeting of shareholders of MDSC. The 1999 Plan permits holders
of options granted there-under to pay the exercise price due upon their exercise
of such options either with cash or shares of MDSC Common Stock valued at the
fair market value of such shares at the time of such exercise. The 1999 Plan
will provide for the maximum periods permitted by the Code during which the
Option can be exercised following the death, permanent and total disability or
termination of employment. The Company may have to recognize compensation
expense in the future on these options and warrants calculated as the difference
between the option and warrant prices and the fair market value of the Company's
common stock on the day the milestones are achieved.

Effective April 26, 2003 Mr. Sidney Braginsky, former President COO and the
Company agreed to the total and immediate nullification and termination of his
July 9, 2001 agreement with Mediscience Technology Corp. together with all its
terms and conditions, including any claim for accruals in salary and/or expenses
effective retroactively as of July 9, 2001. Mr. Sidney Braginsky will continue
as an active Board member, his compensation to be the same as all other BOD
members. He will provide compensated consulting services to the Board and new
President COO Michael Engelhart as needed see 8-K Reported January 22, 2003.

Effective June 10, 2002 and unanimously approved by the Board of Directors May
30, 2002 Registrant executed a new contract with the Research Foundation City
University of New York (RFCUNY), that supercedes all prior agreements with
(RFCUNY), restructures all MTC debt to RFCUNY and reduces MTC royalty rate from
5% to 3.25% as to all patent/patent applications of a Medical nature in exchange
for the following consideration to (RFCUNY): 1. Registrant's cash payment of
                                             -------------------------------
$85,045.00, 2. Registrant's issuance to RFCUNY of 283,228 SEC 144 shares and 3.
-------------------------------------------------------------------------------
Registrant's issuing a five (5) year Warrant to (RFCUNY) providing (RFCUNY) the
--------------------------------------------------------------------------------
right to purchase six hundred thousand (600,000) SEC 144 shares at one dollar
-----------------------------------------------------------------------------
($1.00) per share. The agreement protects Registrant by affirming Registrant's
------------------
ownership and/or exclusive license of all MEDICAL APPLICATIONS embodied in
Registrants patent list attached to the contract as Exhibit A. RFCUNY has a
prior warrant to purchase five hundred thousand (500,000) shares of Mediscience
common Rule 144 shares at one dollar ($1.00) per share expiring December 31,
2003. Total warrants presently in RFCUNY for Mediscience common SEC 144 shares
is One Million one hundred thousand (1,100,000). See 8-K filed June 12, 2002.

On June 20, 2002, the Company entered into a $230,045 promissory note with the
Olive Cox Sleeper Trust (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



                                      -15-
<PAGE>


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.

In relation to the sale of unused Net Operating Losses, the Company entered into
a three-year agreement on favorable terms (83.3%) with a New Jersey taxpayer,
Public Service Electric and Gas Co. to purchase the NOL. On September 27, 2001
Peter Katevatis Esq. Successfully re-negotiated this percentage increasing it
from 83.3% to 87.0%. On November 16, 2001 our (2nd) application for State fiscal
year 2002 (July 1, 2001 to June 30, 2002) was approved with authority to
transfer $278,008 from present total tax benefits of $513,070 based on our total
State audited NOL as of 2001 of $5,700,779. Under the terms of our agreement
with PSE&G the Company received $241,867 in proceeds on January 3, 2002. The
Company filed for tax benefits in the fiscal year 2003 pursuant its existing
agreement with PSE&G of New Jersey and received $217,712 on December 20, 2002 on
the same terms and conditions of 87.0%. This completed the present three-year
                                        -------------------------------------
contract relationship with Public Service Electric and Gas Co. of New Jersey and
--------------------------------------------------------------------------------
effectively used all of the Company's presently available NOL.
--------------------------------------------------------------

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 generally accepted
accounting principles, and, as such, include amounts based on informed estimates
and judgements of management. For example, the Company uses estimates in
determining accruals and contingencies and valuing options and other equity
instruments. Actual results could differ from those estimates.

The Company used what it believes are reasonable assumptions where applicable,
established valuation techniques in making its estimates.




                                      -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 - 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.

Item 6.    Exhibits and Reports on Form 8-K
           --------------------------------

          See Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
          2002

          8-K Report dated June 4, 2003 Michael Engelhart, President and COO of
          Registrant, "announced the State of Delaware approval and formation of
          "PROSCREEN, LLC" as of (June 3, 2003) and PHOTONICS FOR WOMAN'S
          ONCOLOGY LLC as of (February 27, 2003).

                                      -17-

<PAGE>


          "Both LLC Company's are wholly owned subsidiaries of Mediscience
          Technology. "PROSCREEN, LLC" its second LLC Company has a potential
          clinical application for non- invasively diagnosing prostate cancers
          without removing prostate tissues".

          8-K Report dated March 13, 2003 effective April 26, 2003 Mr. Sidney
          Braginsky, former President COO and the Registrant agreed to the total
          and immediate nullification and termination of his July 9, 2001
          agreement with Mediscience Technology Corp. together with all its
          terms and conditions, including any claim for accruals in salary
          and/or expenses effective retroactively as of July 9, 2001. Mr. Sidney
          Braginsky will continue as an active Board member, his compensation to
          be the same as all other BOD members. Additionally he will provide
          compensated consulting services to the Board and President COO Michael
          Engelhart as needed.

          8-K Report dated March 13, 2003, On unanimous Board of Directors
          approval Registrant appointed Michael W. Engelhart to the Mediscience
          Board of Directors effective immediately. Mr. Engelhart is
          President/CEO of THMGROUP LLC, Ramsey, NJ


                                      -18-

<PAGE>

                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the accompanying Quarterly Report of Mediscience
Technology Corp., (the "Company") on Form 10-QSB for the period ended May 31,
2003 (the "Report"), I, Peter Katevatis, Chairman and Chief Executive Officer of
the Company, hereby certify that to my knowledge:

(1)  The Report fully complies with the requirements of Section 13 (a) of the
     Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material
     respects, the financial condition and results of operations of the Company.

                                            /s/ Peter Katevatis
                                            ------------------------------------
                                            Peter Katevatis
                                            Chairman and Chief Executive Officer
Date: July 15, 2003                         (Chief Accounting Officer)



                                      -19-


<PAGE>

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Peter Katevatis, Chairman and Chief Executive Officer of the registrant,
certify that:

(1)  have reviewed this quarterly report on Form 10-QSB of Mediscience
     Technology Corp.

(2)  Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

(3)  Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects, the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

(4)  The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     (1)  designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     (2)  evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     (3)  presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

(5)  The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     (1)  all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     (2)  any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and



                                      -20-

<PAGE>

(6)  The registrant's other certifying officers and I have indicated in this
     quarterly report whether there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


                                         /s/ Peter Katevatis
                                         ------------------------------------
                                         Peter Katevatis
                                         Chairman and Chief Executive Officer
Date: July 15, 2003                      (Chief Accounting Officer)



                                      -21-

<PAGE>

                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the accompanying Quarterly Report of Mediscience
Technology Corp., (the "Company") on Form 10-QSB for the period ended May 31,
2003 (the "Report"), I, Michael Engelhart, President and Chief Operating Officer
of the Company, hereby certify that to my knowledge:

(1)  The Report fully complies with the requirements of Section 13 (a) of the
     Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material
     respects, the financial condition and results of operations of the Company.

                                           /s/ Michael Engelhart
                                           -------------------------------------
                                           Michael Engelhart
Date:  July 15, 2003                       President and Chief Operating Officer


                                      -22-

<PAGE>

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Engelhart, President and Chief Operating Officer of the registrant,
certify that:

(1)  have reviewed this quarterly report on Form 10-QSB of Mediscience
     Technology Corp.

(2)  Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

(3)  Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects, the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

(4)  The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     (1)  designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     (2)  evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     (3)  presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

(5)  The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     (1)  all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     (2)  any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and



                                     -23-
<PAGE>


(6)  The registrant's other certifying officers and I have indicated in this
     quarterly report whether there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


                                           /s/ Michael Engelhart
                                           -------------------------------------
                                           Michael Engelhart
Date: July 15, 2003                        President and Chief Operating Officer



                                      -24-