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 August 31, 2004                Commission File Number  0-7405

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


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


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

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

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

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

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

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of August 31, 2004.


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

Common Stock, par value                                              52,136,647
$.01 per share


<PAGE>


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

                                      INDEX
                                      -----

                                                                           PAGE
                                                                           ----




Item 1.  Consolidated Financial Statements

         Consolidated Balance Sheet as of August 31, 2004                    1
         (Unaudited) and February 29, 2004 (Audited)

         Consolidated Statement of Operations for the Six and Three
         Months Ended August 31, 2004 (Unaudited) and August 31,             2
         2003 (Unaudited)

         Consolidated Statement of Cash Flows for the Six Months
         Ended August 31, 2004 (Unaudited) and August 31, 2003               3
         (Unaudited)

         Consolidated Statement of Changes in Stockholders' Deficit
         for the Six Months Ended August 31, 2004 (Unaudited)                4

         Exhibit to Consolidated Statement of Operations                     5

         Notes to Financial Statements                                      6-12

Item 2.  Management's Discussion and Analysis or Plan of Operation         13-14

Item 3.  Controls and Procedures                                             15

PART II. Other Information                                                   16

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                                                          17

         Exhibit Index                                                     18-21


<PAGE>


                          MEDISCIENCE TECHNOLOGY CORP.
                          ----------------------------
                           CONSOLIDATED BALANCE SHEET
                           --------------------------

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

                                                                       August 31,         February 29,
                                                                          2004                2004
                                                                       (Unaudited)          (Audited)
                                                                      ------------       ------------

CURRENT ASSETS
--------------
<S>                                                                   <C>                <C>
      Cash and Cash Equivalents                                       $    373,146       $  1,406,371
      Prepaid Expenses                                                       3,751              3,388
      Deferred Costs - Current Portion                                     463,625               --
                                                                      ------------       ------------
           Total Current Assets                                            840,522          1,409,759

PROPERTY, PLANT AND EQUIPMENT
-----------------------------
      Net of accumulated depreciation $204,489 -                               764                892
        August 31, 2004; $204,361 - February 29, 2004

OTHER ASSETS - Security Deposit                                              1,800              1,800
------------          - Deferred Costs                                     620,476               --
                                                                      ------------       ------------
TOTAL ASSETS                                                          $  1,463,562       $  1,412,451
------------                                                          ============       ============

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

CURRENT LIABILITIES
-------------------
      Current Portion of Officer and Other Loans                      $     31,542       $    181,587
      Accounts Payable                                                       6,398             19,505
      Accrued Liabilities                                                2,763,021          3,132,686
                                                                      ------------       ------------
           Total Current Liabilities                                     2,800,961          3,333,778
                                                                      ------------       ------------

STOCKHOLDERS' DEFICIT
---------------------
      Convertible Preferred Stock, $.01 Par Value, 50,000 Shares              --                    1
      Authorized; Issued and Outstanding -0- Shares - August 31,
      2004; 60 Shares - February 29, 2004
      Common Stock $.01 Par Value, Authorized 199,950,000
        Shares; Issued and Outstanding 52,136,647 Shares -                 521,367            393,727
        August 31, 2004; 39,372,753 Shares - February 29, 2004
      Additional Paid-in Capital                                        21,653,478         20,076,019
      Accumulated Deficit                                              (23,512,244)       (22,391,074)
                                                                      ------------       ------------
           Total Stockholders' Deficit                                  (1,337,399)        (1,921,327)
                                                                      ------------       ------------

TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT                             $  1,463,562       $  1,412,451
-----------------------------------------                             ============       ============
</TABLE>


<PAGE>


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


<TABLE>
<CAPTION>

                                                 SIX MONTHS                    THREE MONTHS
                                                 ----------                    ------------
                                           2004              2003          2004             2003
                                           ----              ----          ----             ----

<S>                                    <C>             <C>             <C>             <C>
Net Sales                              $       --      $       --      $       --      $       --


Cost of Sales                                  --              --              --              --
                                       ------------    ------------    ------------    ------------

      Gross Profit                             --              --              --              --

General and Administrative Expense          812,308         327,827         472,528         177,395
Product Development Expense                 215,585          14,132          99,429           4,474
Debt Conversion Inducement Expense           58,555            --              --              --
Advertising, Travel and Marketing            37,222          49,145          16,272          23,755
                                       ------------    ------------    ------------    ------------
      Total Expenses                      1,123,670         391,104         588,229         205,624

Other Income                                  2,500             366           1,136             131
                                       ------------    ------------    ------------    ------------

Net Loss                               $ (1,121,170)   $   (390,738)   $   (587,093)   $   (205,493)
                                       ============    ============    ============    ============

Net Loss Per Common Share, Basic and
  Diluted                              $      (0.02)   $      (0.01)   $      (0.01)   $     (0.005)
                                       ============    ============    ============    ============

Weighted Average Number of Shares
  of Common Stock Outstanding            51,246,242      37,963,908      51,606,480      38,245,677
                                       ============    ============    ============    ============
</TABLE>


         "See Accompanying Notes to Consolidated Financial Statements."
                                      -2-

<PAGE>


                          MEDISCIENCE TECHNOLOGY CORP.
                          ----------------------------
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                      ------------------------------------
                FOR THE SIX MONTHS ENDED AUGUST 31, 2004 AND 2003
                -------------------------------------------------
                                   (UNAUDITED)
                                   -----------


<TABLE>
<CAPTION>

                                                                        2004             2003
                                                                        ----             ----

CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                                 <C>            <C>
      Net Loss                                                      $(1,121,170)   $  (390,738)
      Adjustment to Reconcile Net Loss to Net Cash Flows Used for
         Operating Activities:
           Depreciation                                                     128            128
          Amortization - Deferred Costs                                 286,833           --
           Debt Conversion Inducement Expense                            58,555           --
           Issuance of Stock for Services                                32,778           --
                                                                    -----------    -----------
           Subtotal                                                    (742,876)      (390,610)

      Changes in Assets and Liabilities:
           (Increase) Decrease in Prepaid Expenses                         (363)        13,992
           Decrease in Accounts Payable                                 (13,107)       (19,858)
           (Decrease) Increase in Accrued Liabilities                  (276,879)       287,660
                                                                    -----------    -----------
                Net Cash Flows (Used for) Operating Activities       (1,033,225)      (108,816)
                                                                    -----------    -----------

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

      Net Change in Officer and Other Loans                                --           (1,113)
      Proceeds From Exercise of Common Stock Warrants                      --           19,000
                                                                    -----------    -----------
                Net Cash Flows Provided by Financing Activities            --           17,887
DECREASE IN CASH AND CASH EQUIVALENTS                                (1,033,225)       (90,929)

CASH AND CASH EQUIVALENTS

      Beginning Balance                                               1,406,371        119,681
                                                                    -----------    -----------
      Ending Balance                                                $   373,146    $    28,752
                                                                    ===========    ===========
</TABLE>


         "See Accompanying Notes to Consolidated Financial Statements."
                                       -3-


<PAGE>


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



<TABLE>
<CAPTION>

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

<S>                                                     <C>   <C>            <C>          <C>           <C>            <C>
BALANCE, FEBRUARY 29, 2004                              60    $        1     39,372,753   $   393,727   $ 20,076,019   $(22,391,074)

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

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

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

 Issuance of Stock - Anti-dilution Rights                                     2,873,338        28,734       (28,734)

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

 Issuance of Stock - Debt Conversion and Future
   Consulting Services                                                          200,000         2,000       116,000

 Issuance of Stock for Secretarial and                                          155,556         1,556        90,222
    Consulting Services

 Net Loss                                                                                                                (1,121,170)
                                                -----------   -----------    ----------   -----------   ------------   ------------
BALANCE, AUGUST 31, 2004                                --    $       --     52,136,647   $   521,367   $ 21,653,478   $(23,512,244)
                                                ===========   ===========    ==========   ===========   ============   ============
</TABLE>


         "See Accompanying Notes to Consolidated Financial Statements."
                                      -4-

<PAGE>


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



                                           Six Months Ended August 31, 2004
                                           --------------------------------

                                                      Weighted
                                         Net       Average Shares     Per Share
                                        Loss        Outstanding        Amount
                                     -----------    -----------      ----------
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)
                                     ===========    ===========      ==========



                                           Six Months Ended August 31, 2003
                                           --------------------------------

                                                      Weighted
                                         Net       Average Shares     Per Share
                                        Loss        Outstanding        Amount
                                     -----------    -----------      ----------
Basic/diluted loss per common share:

      Net Loss                       $ (390,738)     37,963,908      $    (0.01)

Effect of dilutive securities              --              --           --

                                     ----------      ----------      ----------
      Total                          $ (390,738)     37,963,908      $    (0.01)
                                     ==========      ==========      ==========



                                          Three Months Ended August 31, 2004
                                          ----------------------------------

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)
                                     ==========      ==========      ==========



                                          Three Months Ended August 31, 2003
                                          ----------------------------------

Basic/diluted loss per common share:

      Net Loss                       $ (205,493)     38,245,677      $   (0.005)

Effect of dilutive securities              --              --           --
                                     ----------      ----------      ----------

      Total                          $ (205,493)     38,245,677      $   (0.005)
                                     ==========      ==========      ==========





         "See Accompanying Notes to Consolidated Financial Statements."
                                       -5-


<PAGE>


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



1.   Management Plans and Going Concern Matters

Mediscience   Technology  Corp.  (the  "Company")  has  no  revenues,   incurred
significant  losses from  operations,  has an  accumulated  deficit and a highly
leveraged  position that raises substantial doubt about the Company's ability to
continue  as a going  concern.  The  consolidated  financial  statements  do not
include  any  adjustments  relating  to  recoverability  and  classification  of
recorded  asset amounts or the amount and  classification  of  liabilities  that
might be necessary  should the Company be unable to continue as a going concern.
The Company expects to incur substantial expenditures to further the development
and  commercialization  of its products.  The Company  currently 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 the Company 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  at  this  time.  All  significant  intercompany  balances  and
transactions have been eliminated in consolidation.

The  consolidated  financial  statements  as of and for the six and three  month
periods ended August 31, 2004 and 2003 are unaudited and are presented  pursuant
to  the  rules  and  regulations  of the  Securities  and  Exchange  Commission.
Accordingly,   these  consolidated   financial  statements  should  be  read  in
conjunction  with  the  consolidated  financial  statements  and  notes  thereto
contained in the Company's 2004 Annual Report on Form 10-KSB.  In the opinion of
management,  the  accompanying  consolidated  financial  statements  reflect all
adjustments  (which  are of a  normal  recurring  nature)  necessary  for a fair
statement  of the  results  for the  interim  periods,  but are not  necessarily
indicative of the results of operations for a full fiscal year.


         "See Accompanying Notes to Consolidated Financial Statements."
                                       -6-


<PAGE>


3.   Significant Accounting Policies

     Use of Estimates

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

     LOSS PER COMMON SHARE

Statement of Financial  Accounting  Standards  ("SFAS") No. 128,  "Earnings  Per
Share" requires the  presentation of basic earnings (loss) per share and diluted
earnings  (loss) per share.  Basic loss per share is based on the average number
of shares outstanding  during the 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  2005.  At August 31,  2004,  the Company had an
incentive  stock option plan for officers and employees and a consultants  stock
option  plan.  The Company  accounts for these plans under the  intrinsic  value
recognition  and measurement  principles of APB Opinion No. 25,  "Accounting for
Stock Issued to Employees," and related interpretations.

The following table illustrates the effect on net loss and loss per share if the
Company  applied the fair value  recognition  provisions  of SFAS No. 123 to all
awards.  The fair value was  estimated  using the  Black-Scholes  option-pricing
model with the following weighted-average  assumptions:  dividend yield of 0.0%;
volatility  ranging between 1.07 and 1.38;  risk-free interest rate of 3.0%; and
expected lives of 5 years.


                                      -7-


<PAGE>


<TABLE>
<CAPTION>


                                                          Six Months Ended                     Three Months Ended
                                                             August 31,                             August 31,
                                                ----------------------------------      --------------------------------
                                                       2004               2003               2004              2003
                                                       ----               ----               ----              ----

<S>                                             <C>                  <C>                <C>                <C>
Net loss, as reported                           $   (1,121,170)      $   (390,738)      $   (587,093)      $   (205,493)

Deduct: Total stock-based employee
    compensation expense determined
    under fair value based method for
    all awards, net of related tax effects             (16,408)           (16,408)            (8,204)            (8,204)

                                                --------------       ------------       ------------       ------------
Pro forma net loss                              $   (1,137,578)      $   (407,146)      $   (595,297)      $   (213,697)
                                                ==============       ============       ============       ============

Loss per share:

    Basic - as reported                         $       (0.022)      $     (0.010)      $     (0.011)      $     (0.005)
                                                ==============       ============       ============       ============

                                                ==============       ============       ============       ============
    Basic - pro forma                           $       (0.022)      $     (0.011)      $     (0.012)      $     (0.006)
                                                ==============       ============       ============       ============

    Diluted - as reported                       $       (0.022)      $     (0.010)      $     (0.011)      $     (0.005)
                                                ==============       ============       ============       ============

    Diluted - pro forma                         $       (0.022)      $     (0.011)      $     (0.012)      $     (0.006)
                                                ==============       ============       ============       ============

</TABLE>

4.   Deferred Costs

During the six months ended August 31, 2004, the Company issued  2,225,000 fully
vested  restricted  shares  of its  common  stock to five  consulting  groups in
exchange  for  services  to be  rendered,  over a period of 12 - 48 months,  for
matters  such  as  corporate  management,   marketing   opportunities,   product
development,  corporate  funding,  internal  accounting and FDA clinical trials.
These  costs,  which are non-cash  charges,  have been  capitalized  and will be
recognized   ratably  over  the  terms  of  the   agreements.   Expected  future
amortization of these costs is as follows:


              Six Months Ending      February 28, 2005  $      317,125

                 Year Ending         February 28, 2006         293,000

                 Year Ending         February 28, 2007         246,476

                 Year Ending         February 29, 2008         227,500


5.   Other Loans

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

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


                                      -8-


<PAGE>


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.  In connection with the inducement offer and related  conversion,
the Company recognized a non-cash expense of $58,555 during the six-month period
ending August 31, 2004.


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, 2004 and February 29, 2004, officer loans
payable to Mr. Katevatis were, $31,542 and $31,542 respectively.

Legal services rendered by Mr. Katevatis  amounted to $25,000 for the six months
ended August 31, 2004 and August 31, 2003. These amounts are recorded in general
and administrative expense.

As part of Mr. Katevatis' employment agreement,  the Company pays property taxes
and certain  operating  expenses on the home of Mr.  Katevatis  in lieu of rent,
since the Company's  operations  are located in Mr.  Katevatis'  home.  Expenses
recognized  were $6,891 and $9,430 for the six months  ended August 31, 2004 and
2003, respectively.

The Company  entered  into an  agreement  with THM Group,  LLC ("THM") to be the
exclusive  advisor to explore  options  for the  Company  to  commercialize  its
technology.  Mr. Engelhart 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 $20,128 and $3,000 were accrued or
paid to Mr.  Engelhart  for the six  months  ended  August  31,  2004 and  2003,
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 29,
                                            ----------      ------------
                                               2004              2004
                                               ----              ----



       Legal and professional fees         $   96,438        $  365,354
       Consulting and university fees       1,183,915         1,164,915
       Salaries and wages                   1,408,833         1,508,833
       Other                                   73,835            93,584
                                           ----------        ----------
                                           $2,763,021        $3,132,686
                                           ==========        ==========


Included in legal and  professional  fees as of August 31, 2004 and February 29,
2004 is $47,500 and $287,500,  respectively,  for legal services rendered by Mr.
Katevatis (Note 6).

Included in Consulting  and  University  Fees as of August 31, 2004 and February
29, 2004 is $1,140,318 and $1,121,318, respectively, owed to Dr. Alfano (Note 8)
with respect to his consulting agreement.

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


                                      -9-


<PAGE>


8.   Commitments and Contingencies

     Dr. Robert R. Alfano

In April 1992,  the Company had entered  into a five-year  consulting  agreement
with Dr. Robert R. Alfano,  a principal  stockholder of the Company and Chairman
of its Scientific Advisory Board which term was subsequently extended in 1995 to
March 2002 and in 1999 to March 2007.  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 year in
connection with the Company's  medical  photonics  business and bonus and fringe
benefits in accordance  with policies and formulas  applicable 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 1% 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 six month
periods ended August 31, 2004 and 2003.


     Other Royalties

The Company entered into an agreement for 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  50% 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 six month periods ended August 31, 2004 and 2003.


     Research Foundation of the City University of New York

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

In May 2004, MEDI, a wholly-owned subsidiary of the Company, and RFCUNY, entered
into a one-year  project  agreement for research and  development  by RFCUNY and
MEDI,  primarily,  but not  exclusively,  in the area of optical  biopsy for the
assembly of a commercially viable CD-Ratiometer and adjunctive technology. Under
the terms of this  agreement,  the  Company is granted an  exclusive  world-wide
license,  with the right to grant  sublicenses,  to make,  use or sell  patented
imaging   product   technology  for  the  molecular   detection  of  cancer  and
physiological change.


     Employment Agreements

Mr. Peter Katevatis, Chief Executive Officer and Chairman of the Company, has an
employment  agreement with the Company.  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,  a  Director.  Pursuant  to the terms of the  agreement,  Mr.
Braginsky  became the President and Chief  Operating  Officer of the Company and
was to be paid $100,000 per annum. On April 26, 2003, Mr. Braginsky  voluntarily
terminated  employment as President and Chief  Operating  Officer of the Company
and waived all rights to any accrued compensation owed to him in respect to this
agreement, which was recorded as of February 28, 2003.


                                      -10-
<PAGE>


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.  The agreement  also provides for an annual bonus
to be awarded,  at the  discretion of the Board,  in cash or common stock at the
election  of Mr.  Englehart,  and for the  grant of a  warrant  to  purchase  an
aggregate of 1,800,000 shares of common stock (Note 10).


     Consulting Agreement

In August 2004, the Company entered into a thirteen month  consulting  agreement
with John Matheu, a Director and member of the audit committee.  Pursuant to the
terms of the agreement,  Mr. Matheu is to assist in the final development of the
CD-Ratiometer  for which he will receive  $4,166 per month.  Mr. Matheu was also
granted an option to purchase  300,000 shares of the Company's  common stock for
$1.50 per share.

On May 15, 2004,  MEDI entered into a six month  consulting  agreement  with Dr.
Stan Wiener,  M.D. pursuant to which Dr. Wiener will provide consulting services
for the final  development  and FDA submission of the CD  Ratiometer,  including
identification of sites for clinical trials,  software development,  development
of  calibration  standards  and  operational  manuals  and  training  of medical
personnel.  Dr.  Weiner  will be paid  $7,000  per  month  over  the term of the
agreement.


9.   Stockholders' Deficit

     Anti-Dilution Rights

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

Mr.  Katevatis was granted  anti-dilution  rights on certain shares  ("Katevatis
Shares"),   which  at  the  time   represented  17%  ("Katevatis   Anti-Dilution
Percentage")  of the then issued and  outstanding  shares of common stock of the
Company. The anti-dilution rights require the Company from time to time to issue
additional  shares of common  stock of the Company to Mr.  Katevatis so that the
Katevatis  Shares  represent 17% of the issued and outstanding  shares of common
stock of the  Company.  If Mr.  Katevatis  were to sell a portion  or all of the
Katevatis  Shares,  the  Katevatis  Anti-Dilution  Percentage  would be adjusted
proportionately. During the six-months ended August 31, 2004, the Company issued
2,326,036 of common stock of the Company to Mr. Katevatis in connection with the
anti-dilution  rights and as of August 31,  2004,  the Company is  obligated  to
issue an  additional  9,444  shares  to Mr.  Katevatis  in  connection  with the
anti-dilution rights.

Dr. Alfano was granted anti-dilution rights on certain shares ("Alfano Shares"),
which at the time represented 4% ("Alfano Anti-Dilution Percentage") of the then
issued and outstanding shares of 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, 2004, the Company issued 547,302 of common stock of
the Company to Dr. Alfano in connection with the anti-dilution  rights and as of
August 31, 2004, the Company is obligated to issue an additional 2,222 shares to
Dr. Alfano in connection with the anti-dilution rights.


     Debt Conversion

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


     Preferred Stock Conversion

On March 8, 2004,  the Company  converted 60 shares of its preferred  stock into
6,000,000  shares of its  common  stock,  under the terms of a  preferred  stock
private  placement  offering  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 July 30, 2004.


                                      -11-
<PAGE>


     Stock Issued for Future Services

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

During August 2004, the Company issued 300,000  restricted  shares of its common
stock to two consulting  groups in exchange for past services and services to be
rendered over approximately a two year period (Note 4).

     Stock Issued for Services

During  August 2004,  the Company  issued 55,556 shares of its common stock at a
value  of  $32,878  for  secretarial  services  provided  to  the  Company.  The
transaction  was  recognized  based on the fair  value of  shares  issued.  This
non-cash  expense  was  recorded as general  and  administrative  expense in the
consolidated statement of operations.


10.  Stock Options and Warrants

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

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

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

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

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

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

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

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

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

During  August 2004,  Allan Moses was issued a warrant to purchase up to 100,000
shares of the Company's  restricted common stock at a price of $2 per share. The
warrant shall be exercisable from August 8, 2004 to August 8, 2006.

During August 2004, John Matheu, a Director of the Company,  was granted options
to purchase up to 300,000 shares of the Company's  restricted common stock at an
option price of $1.50 per share.  Mr. Matheu's ability to exercise these options
is subject to a series of milestones described in his consulting agreement.


                                      -12-
<PAGE>


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


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

The Company's strategy is to commercialize early cancer detection devices in the
area of  cervical,  esophagus,  oral and colon  cancers  and are based  upon our
developed  technology,  prototypes  and  expertise  in the  area of  fluorescent
imaging.  Mediscience Technology Corp formed Mediphotonics  Development Company,
LLC, a New York  limited  liability  company,  to engage in the  development  of
equipment for optical biopsy.  Medi-Photonics has proven  engineering  expertise
and  successful  experience in the technical  and business  processes  needed to
develop  and  augment  existing   scientific   approaches  and  technology  into
commercially  viable  medical  applications.  On Sept.  8, 2004,  Medi-Photonics
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.

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

Build prototype CD GYN Ratiometer for clinical testing

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

     o    Test operation of prototype unit.

     o    Test operation of Software code.

     o    Test CD-Ratiometer on ex vivo tissue specimens.

     o    Debug unit and final check.

     o    Deliver CD-Ratiometer to Mediphotonics Development LLC.

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

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

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


                                      -13-
<PAGE>


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 and, as such,  include amounts based
on informed estimates and judgements of management, such as:

     >    Determining accruals and contingencies;
     >    Valuing options and other equity instruments;
     >    Reviewing the  realization/recoverability  of deferred costs resulting
          from the  issuance  of  common  stock to  acquire  certain  consulting
          services to be rendered in future periods.
     >    Deferred tax valuation allowance.

The Company used what it believes are reasonable  assumptions  where applicable,
established  valuation techniques in making its estimates.  Actual results could
differ from those estimates.


                                      -14-
<PAGE>


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

     Explanation  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 adequate
     and effective and designed to ensure that material  information relating to
     us and our consolidated  subsidiaries would be made known to them by others
     within those entities.

     Changes in internal control over financial reporting. There were no changes
     in our internal control over financial  reporting  identified in connection
     with the evaluation  required by paragraph (d) of Exchange Act Rules 13a-15
     or 15d-15 that  occurred in our last fiscal  quarter  that have  materially
     affected,  or are  reasonably  likely to  materially  affect,  our internal
     control over financial reporting.


                                      -15-
<PAGE>


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


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

          None

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

          On August 23, 2004,  when the closing  price of the  Company's  common
          stock as reported on the OTC Bulletin Board was $0.59, the Company (i)
          issued  200,000  restricted  shares of its  common  stock at $0.59 per
          share to Cust, Dori & Benick, P.A. for accounting services rendered to
          the Company and (ii) issued  100,000  shares of common  stock at $0.59
          per share and granted an option to purchase  100,000  shares of common
          stock at $2.00 per share to Allan Moses under a  consulting  agreement
          pursuant  to  which  Mr.  Moses  provided  the  Company  with  website
          management and design services (see Note 9).

Item 3.   Defaults Upon Senior Securities
          -------------------------------

          None

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

          None

Item 5.   Other Information
          -----------------

          In June 1998,  the Company  granted to each of Mr.  Katevatis  and Dr.
          Alfano  the right and option to  convert  any debt then or  thereafter
          owed to such  individual by the Company into shares of common stock of
          the Company at a conversion  rate of $0.25 per share for any principal
          or interest on such debts so converted. In order to exercise his right
          and option to convert debt into stock,  Mr.  Katevatis  and Dr. Alfano
          are  required  to give the  Company  at least 70 days'  prior  written
          notice.  On October 1, 2004,  the  Company and Mr.  Katevatis  and the
          Company and Dr. Alfano reduced these options into written agreements.

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

          (A)  Exhibits

          10.1 Agreement,  dated  October 1, 2004 between the Company and Robert
               Alfano

          10.2 Agreement,  dated  October 1, 2004  between the Company and Peter
               Katevatis

          10.3 Agreement  dated  August 1, 2004  between  the  Company  and John
               Matheu

          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


                                      -16


<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, 2004


                                      -17-
<PAGE>


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



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


10.1                Agreement,  dated  October 1, 2004  between  the Company and
                    Robert Alfano.

10.2                Agreement,  dated  October 1, 2004  between  the Company and
                    Peter Katevatis.

10.3                Agreement, dated August 1, 2004 between the Company and John
                    Matheu.
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.


                                      -18-