# UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549

FORM 10-QSB

| | x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ---------------------------------------------------------------------------------

For the quarterly period ended September 30, 2005

| | o | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
| | - | ---------------------------------------------------------------

For the transition period from __________ to __________.

Commission file number:1-16053

---

MEDIA SCIENCES INTERNATIONAL, INC.(Exact name of registrant as specified in its charter)

|                                                                        |  |                                                
|----------------------------------------------------------------------- |  | -----------------------------------------------
|DELAWARE
(State or other jurisdiction of incorporation or organization) |  | 87-0475073
(I.R.S. Employer Identification No.)

8 Allerman Road, Oakland, NJ 07436
(Address of principal executive offices)

(201) 677-9311
(Issuer's telephone number)

Not applicable
(Former name, former address and former fiscal year, if changed since last report)

---

Check whether the issuer (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the past 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 [  ]

Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No
[X]

As of November 7, 2005, the issuer
had 10,981,106 shares of common stock outstanding.

Transitional Small Business Disclosure Format (check one): Yes [  ]  No [X]

---

# MEDIA
SCIENCES INTERNATIONAL, INC.
AND
SUBSIDIARIES

# FORM 10-QSB
FOR THE QUARTER ENDED
SEPTEMBER 30, 2005

# TABLE OF
CONTENTS

|           |  |                                                                                                                                            | Page
|---------- |  | ------------------------------------------------------------------------------------------------------------------------------------------ | ----
|PART I.    |  | FINANCIAL INFORMATION                                                                                                                      |     
|Item 1.    |  | Financial Statements                                                                                                                       | 3   
|           |  | Condensed Consolidated Balance Sheets
as of September 30, 2005 (Unaudited) and June 30, 2005                                               | 3   
|           |  | Condensed Consolidated Statements of Income
             For the Three Months Ended September 30, 2005 and 2004 (Unaudited)                | 4   
|           |  | Condensed Consolidated Statement of Changes in Shareholders' Equity
             For the Three Months Ended September 30, 2005 (Unaudited) | 5   
|           |  | Condensed Consolidated Statements of Cash Flows
             For the Three Months Ended September 30, 2005 and 2004 (Unaudited)            | 6   
|           |  | Notes to Condensed Consolidated Financial Statements                                                                                       | 7   
|Item 2.    |  | Management's Discussion and Analysis of Financial Condition and
Results of Operations                                                      | 13  
|Item 3.    |  | Controls and Procedures                                                                                                                    | 16  
|           |  |                                                                                                                                            |     
|           |  |                                                                                                                                            |     
|PART II.   |  | OTHER INFORMATION                                                                                                                          |     
|Item 6.    |  | Exhibits                                                                                                                                   | 17  
|Signatures |  |                                                                                                                                            | 18  

---

PART I. FINANCIAL
INFORMATION

## ITEM 1. 
FINANCIAL STATEMENTS

# MEDIA SCIENCES INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

`September 30,     June 30,
                                    ASSETS                               2005             2005
                                                                      (Unaudited)       (Note 1)
                                                                      ------------    ------------

CURRENT ASSETS :
    Cash                                                              $    449,057    $    611,016
    Accounts receivable, less allowance for doubtful
       accounts of $35,000                                               2,347,165       2,175,512
    Inventories                                                          2,739,646       3,196,323
    Deferred tax assets                                                    987,420       1,203,884
    Prepaid expenses and other current assets                              458,451         226,804
                                                                      ------------    ------------
        Total Current Assets
                                                                         6,981,739       7,413,539
                                                                      ------------    ------------

PROPERTY AND EQUIPMENT, NET                                              2,006,325       2,058,251
                                                                      ------------    ------------

OTHER ASSETS:
    Goodwill and other intangible assets, net                            3,584,231       3,584,231
    Other assets                                                            63,911          63,911
                                                                      ------------    ------------

                                                                         3,648,142       3,648,142
                                                                      ------------    ------------

TOTAL ASSETS                                                          $ 12,636,206    $ 13,119,932
                                                                      ============    ============

                     LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
    Bank line of credit                                               $  1,081,418    $  1,620,233
    Bank term loan                                                         100,000         100,000
    Accounts payable                                                       710,460       1,254,921
    Accrued expenses and other current liabilities                         285,733         142,432
    Income taxes payable                                                    29,734             295
    Accrued product warranty                                               281,983         291,733
    Deferred revenue                                                       581,368         526,853
                                                                      ------------    ------------
        Total Current Liabilities
                                                                         3,070,696       3,936,467
                                                                      ------------    ------------

OTHER LIABILITIES :
  Bank term loan, less current maturities                                  350,000         375,000
  Deferred rent liability                                                  331,960         341,988
  Deferred revenue, less current portion                                   215,714         280,418
  Deferred tax liabilities                                                 436,646         404,099
                                                                      ------------    ------------
      Total Other Liabilities                                            1,334,320       1,401,505
                                                                      ------------    ------------

TOTAL LIABILITIES                                                        4,405,016       5,337,972
                                                                      ------------    ------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY :
    Series A Convertible Preferred stock, $.001 par value
       Authorized 1,000,000 shares; none issued                               --              --
    Common Stock, $.001 par value
       Authorized 20,000,000 shares; issued 10,981,106 shares
       in September, 10,953,606 in June                                     10,982          10,954
    Additional paid-in capital                                           9,779,878       9,753,405
    Cost of 10,564 shares of common stock in treasury                     (112,913)       (112,913)
    Accumulated deficit                                                 (1,446,757)     (1,869,486)
                                                                      ------------    ------------
        Total Shareholders' equity                                       8,231,190       7,781,960
                                                                      ------------    ------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                            $ 12,636,206    $ 13,119,932
                                                                      ============    ============`

See accompanying notes
to condensed consolidated financial statements.

---

# MEDIA SCIENCES INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

`Three Months Ended
                                                                                September 30,
                                                                              2005          2004
                                                                          -----------   -----------

NET SALES                                                                 $ 4,758,329   $ 4,411,908
                                                                          -----------   -----------

COST OF GOODS SOLD:
    Cost of goods sold, excluding depreciation and amortization             2,013,068     2,234,077
    Depreciation and amortization                                             124,268        63,319
                                                                          -----------   -----------
        Total cost of goods sold                                            2,137,336     2,297,396
                                                                          -----------   -----------

GROSS PROFIT                                                                2,620,993     2,114,512
                                                                          -----------   -----------

OTHER COSTS AND EXPENSES:
    Selling, general and administrative, excluding depreciation and
      amortization and impact of variable plan accounting                   1,830,712     1,608,450
    Depreciation and amortization                                              51,036        66,549
    Impact of variable plan accounting                                           --          72,761
                                                                          -----------   -----------
        Total other costs and expenses                                      1,881,748     1,747,760
                                                                          -----------   -----------

INCOME FROM OPERATIONS                                                        739,245       366,752

INTEREST EXPENSE                                                               34,697        52,520
                                                                          -----------   -----------

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES                         704,548       314,232
PROVISION FOR INCOME TAXES                                                    281,819       132,818
                                                                          -----------   -----------

INCOME FROM CONTINUING OPERATIONS                                             422,729       181,414
                                                                          -----------   -----------

INCOME FROM DISCONTINUED OPERATIONS BEFORE INCOME TAXES                          --          55,965
PROVISION FOR INCOME TAXES                                                       --          23,485
                                                                          -----------   -----------

INCOME FROM DISCONTINUED OPERATIONS                                              --          32,480
                                                                          -----------   -----------

NET INCOME                                                                $   422,729   $   213,894
                                                                          ===========   ===========

BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                           10,965,967     9,913,916
                                                                          ===========   ===========
DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                         11,387,000    10,482,432
                                                                          ===========   ===========

INCOME PER COMMON SHARE FROM CONTINUING OPERATIONS :
   BASIC AND DILUTED                                                      $      0.04   $      0.02
                                                                          ===========   ===========

INCOME PER COMMON SHARE FROM DISCONTINUED OPERATIONS :
   BASIC AND DILUTED                                                      $      0.00   $      0.00
                                                                          ===========   ===========

NET INCOME PER COMMON SHARE :
   BASIC AND DILUTED                                                      $      0.04   $      0.02
                                                                          ===========   ===========`

See accompanying notes
to condensed consolidated financial statements.

---

# MEDIA SCIENCES INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
THREE MONTHS ENDED SEPTEMBER 30, 2005
(UNAUDITED)

`Common Stock            Additional                                    Total
                                    -------------------------     Paid-in      Treasury      Accumulated    Shareholders'
                                      Shares        Amount        Capital        Stock         Deficit         Equity
                                    -----------   -----------   -----------   -----------    -----------    -------------

BALANCES, JUNE 30, 2005              10,953,606   $    10,954   $ 9,753,405   $  (112,913)   $(1,869,486)   $   7,781,960

   Issuance of common stock for
       exercise of stock warrants        25,000            25        24,975          --             --             25,000
   Issuance of common stock for
        exercise of stock options         2,500             3         1,498          --             --              1,501

   Net income                              --            --            --            --          422,729          422,729
                                    -----------   -----------   -----------   -----------    -----------    -------------
BALANCES, SEPTEMBER 30, 2005         10,981,106   $    10,982   $ 9,779,878   $  (112,913)   $(1,446,757)   $   8,231,190
                                    ===========   ===========   ===========   ===========    ===========    =============`

See accompanying notes
to condensed consolidated financial statements.

---

# MEDIA SCIENCES INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

`Three Months Ended
                                                                                  September 30,
                                                                                2005          2004
                                                                              ---------    ---------

CASH FLOWS FROM OPERATING ACTIVITIES :
    Income from continuing operations                                         $ 422,729    $ 181,414
    Adjustments to reconcile income from continuing operations to
      net cash provided by (used in) operating activities:
         Depreciation and amortization                                          175,304      129,868
         Deferred income taxes                                                  249,011      136,246
         Provision for bad debts                                                  9,971        2,778
         Impact of variable plan accounting                                        --         75,509
         Cash provided by discontinued operations                                  --         32,480
         Changes in operating assets and liabilities :
             Accounts receivable                                               (181,624)    (978,794)
             Insurance claim receivable                                            --        500,000
             Deferred rent liability                                            (10,028)        --
             Inventories                                                        456,677      (69,612)
             Prepaid expenses and other current assets                         (231,647)    (193,732)
             Other assets                                                          --        (21,759)
             Accounts payable                                                  (544,461)    (265,679)
             Accrued expenses and other current liabilities                     133,551      (40,095)
             Income taxes payable                                                29,439      (21,652)
             Deferred revenue                                                   (10,189)     180,433
                                                                              ---------    ---------
                 Net cash provided by (used in) operating activities            498,733     (352,595)
                                                                              ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES :
    Purchases of property and equipment                                        (123,378)    (252,364)
                                                                              ---------    ---------
                 Net cash used in investing activities                         (123,378)    (252,364)
                                                                              ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES :
    Bank line of credit, net                                                   (538,815)     517,631
    Bank term loan                                                              (25,000)    (100,000)
    Payments of other short-term debt                                              --        (11,413)
    Proceeds from issuance of common stock                                       26,501       77,751
                                                                              ---------    ---------
                 Net cash provided by (used in) financing activities           (537,314)     483,969
                                                                              ---------    ---------

NET DECREASE IN CASH                                                           (161,959)    (120,990)

CASH, BEGINNING OF PERIOD                                                       611,016      666,116
                                                                              ---------    ---------

CASH, END OF PERIOD                                                           $ 449,057    $ 545,126
                                                                              =========    =========

SUPPLEMENTAL CASH FLOW INFORMATION :
    Interest paid                                                             $  34,697    $  50,878
                                                                              =========    =========
    Income taxes paid                                                         $   3,369    $  45,206
                                                                              =========    =========`

See accompanying notes
to condensed consolidated financial statements.

---

# MEDIA
SCIENCES INTERNATIONAL, INC. AND SUBSIDIARIES

# NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

# NOTE 1  BASIS OF PRESENTATION
:

Our accounting and reporting policies
conform to accounting principles generally accepted in the United States of America. The
condensed consolidated financial statements presented herein are unaudited but reflect all
adjustments which, in our opinion, are necessary for the fair presentation of the
consolidated financial position, results of operations and cash flows for the interim
periods presented. All adjustments reflected in the interim consolidated financial
statements are of a normal recurring nature. You should read these condensed consolidated
financial statements in conjunction with the consolidated financial statements and notes
thereto and the report of our independent registered public accounting firm included in
our Annual Report on Form 10-KSB for the year ended June 30, 2005. The year-end
consolidated balance sheet data was derived from audited financial statements but does not
include all disclosures required by accounting principles generally accepted in the United
States of America. The results of operations for the three months ended September 30, 2005
are not necessarily indicative of the results to be expected for the full year.

# NOTE 2  NATURE OF
BUSINESS :

Media Sciences International, Inc.
and Subsidiaries, collectively referred to as the Company, manufactures and
distributes supplies for workgroup color printers. Our products include solid ink sticks,
color toner cartridges and other consumable items. We distribute our products through an
international network of dealers and distributors. We also sell directly to end users
located in the United States through programs designed to foster our supplies business,
such as our INKlusive free color printer program. In May 2005, we discontinued our
electronic pre-press sales and service operations conducted by our subsidiary, Cadapult
Graphic Systems, Inc. (Cadapult) (see Note 10.) We have our corporate
headquarters in New Jersey.

# NOTE 3 
STOCK-BASED COMPENSATION AND RELATED PRO FORMA DISCLOSURES :

The Company follows the intrinsic
value method of Accounting Principles Board Opinion No. 25, Accounting for Stock
Issued to Employees (APB 25) and related interpretations in accounting
for its employee stock options. Financial Accounting Standards Board Statement No. 123
Accounting for Stock-Based Compensation (SFAS 123) permits the
Company to elect to follow the intrinsic value method of APB 25 rather than the
alternative fair value accounting provided under SFAS 123, but requires pro forma net
income and income per share disclosures as well as various other disclosures. As a result
of amendments to SFAS 123, the Company will be required to expense employee stock options
over the vesting period beginning with its quarter ending September 30, 2006. The Company
has also adopted the disclosure provisions required under Financial Accounting Standards
Board Statement No. 148, Accounting for Stock-Based Compensation  Transition
and Disclosure (SFAS 148). Under APB 25, because the exercise price of
all of the Companys stock options has equaled the market price of the underlying
stock on the date of grant, no compensation expense was recognized at the time the options
were granted.

Prior to May 10, 2005, certain stock
options permitted cashless exercise and were accounted for pursuant to variable plan
accounting treatment. Under variable plan accounting treatment, non-cash compensation
expense is increased or decreased as a result of changes in the market price of the
Companys common stock. For the three months ended September 30, 2005 there was no
non-cash compensation expenses and for the three months ended September 30, 2004, non-cash
compensation expense was $75,509, of which $2,748 was included in the income from
discontinued operations.

On May 10, 2005 our Board of
Directors of the Company rescinded the cashless exercise provisions for all of the
Companys outstanding option grants. Consequently, the Companys stock options
are no longer subject to variable plan accounting treatment after the fiscal year ended
June 30, 2005.

Pro forma information regarding net
income and income per common share is required by SFAS 123 and SFAS 148, and has been
determined as if the Company had accounted for its employee stock options under the fair
value method of those statements.

---

# MEDIA
SCIENCES INTERNATIONAL, INC. AND SUBSIDIARIES

# NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

# NOTE 3 
STOCK-BASED COMPENSATION AND RELATED PROFORMA DISCLOSURES
                   (CONTINUED)

The fair values of options granted in
three months ending September 30, 2005 and 2004 were estimated at the date of grant using
a Black-Scholes option pricing model with the following weighted-average assumptions,
respectively:

`Three Months Ended
                                                                         September 30,
                                                                       2005         2004
-------------------------------------------------------------------------------------------
Risk-free interest rate                                                 4%             4%
Dividend yield                                                          0.0%           0.0%
Expected common stock market price volatility factor                   12%             9%
Expected life of stock options                                     10 years        10 years`

For purposes of pro forma disclosures, the estimated fair value of options is amortized to expense over the
options' vesting periods.  The Company's pro forma information follows:

`Three Months Ended
                                                                         September 30,
                                                                       2005         2004
-------------------------------------------------------------------------------------------
Net income, as reported                                             $422,729       $213,894

Impact of variable plan accounting, net of related tax effects          --           53,529

Stock-based employee compensation expense under
   fair value method, net of related tax effects                      (9,472)       (16,746)
                                                                    --------       --------

Pro forma net income                                                $413,257       $250,677
                                                                    ========       ========
Net income per common share:
         Basic and diluted, as reported                                $0.04          $0.02
                                                                       =====          =====
         Basic, pro forma                                              $0.04          $0.03
                                                                       =====          =====
         Diluted, pro forma                                            $0.04          $0.02
                                                                       =====          =====`

NOTE 4  INVENTORIES :

Inventories are summarized as follows:

`September 30,
                                                                     2005           2004
-------------------------------------------------------------------------------------------
Raw materials                                                     $  946,739     $1,040,390
Finished goods                                                     1,792,907      2,155,933
                                                                  ----------     ----------
                                                                  $2,739,646     $3,196,323
                                                                  ==========     ==========`

---

# MEDIA
SCIENCES INTERNATIONAL, INC. AND SUBSIDIARIES

# NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

# NOTE 5 
DEBT :

The Companys borrowings
consisted of the following:

`September 30,
                                                                     2005           2004
-------------------------------------------------------------------------------------------
Short-term debt:
  Revolving line-of-credit with bank                              $1,081,418     $1,620,233
  Current maturities of note payable to bank                         100,000        100,000
                                                                  ----------     ----------
                                                                  $1,181,418     $1,720,233
                                                                  ==========     ==========
Long-term debt:
   Note payable to bank, less current maturities                  $  350,000     $  375,000
                                                                  ==========     ==========`

We have a revolving line of credit
which provides for maximum borrowings of $3 million. In connection with the negotiation of
this facility during 2004, we granted a security interest in all of our assets. Borrowings
bear interest at a rate of 0.75% over the banks Prime Rate. As of September 30, 2005,
we had $1.1 million outstanding under this line and the interest rate was 7.5%. The line
of credit expires on November 30, 2006.

In March 2005, we entered into a
five-year term note with our bank in the amount of $0.5 million that bears interest at a
fixed rate of 6.5%, and requires monthly repayments of principal of $8,333. The proceeds
were used to finance the leasehold improvements to our new facility. The note is cross
collateralized and contains cross default provisions with the revolving line of credit.

On July 27, 2005, we entered into an
equipment lease line of credit with $1 million in availability with the bank, which we
have not used.  Borrowings bear interest at a rate of approximately 1% over the
banks Prime Rate, with terms of three to seven years.  The bank will hold title
to the equipment leased under the line of credit. Any unutilized balance on the line of
credit expires on July 26, 2006.

Both the revolving line-of-credit and the
five-year term note with the bank are subject to two financial covenants including a ratio
of Funded Debt to EBITDA, both as defined, of not more than 2.50 to 1.00 and a ratio of
Cash Flow to Cash Uses, both as defined, of not less than 1.0, measured on a rolling four
quarter basis. At no time have we been in violation of these covenants.

---

# MEDIA
SCIENCES INTERNATIONAL, INC. AND SUBSIDIARIES

# NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

# NOTE 6  INCOME PER
SHARE :

Basic income per common share is
computed using the weighted average number of common shares outstanding. Diluted income
per common share is computed using the weighted average number of common shares
outstanding as adjusted for the incremental shares attributed to outstanding options and
warrants to purchase common stock, and other potentially dilutive securities.

The following table sets forth the
computation of the basic and diluted income per common share from continuing operations:

`Three Months Ended
                                                                         September 30,
                                                                       2005         2004
-------------------------------------------------------------------------------------------
Numerator:
  Income from continuing operations - basic and diluted          $   422,729    $   181,414
                                                                 ===========    ===========

Denominator:
  Denominator for basic income per common share:
      Weighted average shares                                     10,965,967      9,913,916

     Effect of dilutive securities - stock options and warrants      421,033        568,516
                                                                 -----------    -----------

  Denominator for diluted income per common share                 11,387,000     10,482,432
                                                                 -----------    -----------

Income per common share, basic and diluted                            $ 0.04         $ 0.02
                                                                      ======         ======`

The following table sets forth the computation of the basic and diluted net income per common share:

`Three Months Ended
                                                                         September 30,
                                                                       2005         2004
-------------------------------------------------------------------------------------------

Numerator:
  Net income - basic and diluted                                 $   422,729    $   213,894
                                                                 ===========    ===========

Denominator:
  Denominator for basic income per common share:
      Weighted average shares                                     10,965,967      9,913,916

     Effect of dilutive securities - stock options and warrants      421,033        568,516
                                                                 -----------    -----------

  Denominator for diluted net income per common share             11,387,000     10,482,432
                                                                 -----------    -----------

Net income per common share, basic and diluted                        $ 0.04         $ 0.02
                                                                      ======         ======`

---

# MEDIA SCIENCES
INTERNATIONAL, INC. AND SUBSIDIARIES

# NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS

# NOTE 6  INCOME PER
SHARE (CONTINUED) :

The following warrants and options to
purchase common stock were excluded from the computation of diluted net income per share
as of September 30, 2005 and 2004 because they were anti-dilutive for those periods:

`September 30,
                                                                     2005           2004
-------------------------------------------------------------------------------------------

Anti-dilutive warrants and options                                  122,150       1,850,650`

# NOTE 7 
WARRANTY EXPENSES :

The Company provides a warranty for
all of its consumable supply products and for its INKlusive printer program. The
Companys warranty stipulates that it will pay reasonable and customary charges for
the repair of a printer needing service as a result of using the Companys products.
The Company estimates the costs that may be incurred and records a liability in the amount
of such costs at the time product revenue is recognized. Factors that may affect the
warranty include the number of units shipped to customers, historical and anticipated
rates of warranty claims and cost per claim. The Company periodically assesses the
adequacy of the recorded warranty liability and adjusts the amount as necessary. These
expenses are classified as selling, general and administrative costs.

Changes in accrued product warranty
for the three months ended September 30, 2005 and 2004 are as follows:

`Three Months Ended
                                                                         September 30,
                                                                       2005         2004
-------------------------------------------------------------------------------------------
Warranty reserve at the beginning of the period                   $  291,733     $  340,592

       Warranties accrued during the period                          249,029        294,277
       Warranties settled during the period                         (258,779)      (295,622)
                                                                  ----------     ----------
Net change in warranty reserve                                        (9,750)        (1,345)
                                                                  ----------     ----------

Warranty reserve at September 30,                                 $  281,983     $  339,247
                                                                  ==========     ==========`

# NOTE 8 
ENGINEERING AND PRODUCT DEVELOPMENT EXPENSES :

Engineering and product development
costs, which consist of salaries and related benefits costs of our technical staff, as well
as product development costs, including conceptual formulation, design and testing of
product alternatives, and construction of prototypes, are expensed as incurred. For the
three months ended September 30, 2005 and 2004, engineering and product development costs
were approximately $0.17 million and $0.11 million, respectively.

# NOTE 9 
ADVERTISING EXPENSES :

The Company accounts for advertising
costs in accordance with Statement of Position 93-7, Reporting on Advertising
Costs. Advertising expenses are deferred until first use of the advertising.
Deferred advertising costs at September 30, 2005 and 2004 totaled approximately $0.057
million and $0.084 million, respectively. Advertising expense for the three months ended
September 30, 2005 and 2004 amounted to approximately $0.16 million and $0.21 million,
respectively.

---

# MEDIA SCIENCES
INTERNATIONAL, INC. AND SUBSIDIARIES

# NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS

# NOTE 10 
DISCONTINUED OPERATIONS :

In May 2005, a decision was made to
cease certain sales and service operations under Cadapult. Specifically we ceased all
electronic pre-press sales and service operations and the service operations were sold on
May 7, 2005. Accordingly, the results of operations of the electronic pre-press sales and
service operations have been reclassified and are included in discontinued operations for
the three months ended September 30, 2004. Sales and service revenues from the
discontinued operations for the three months ended September 30, 2004 were $0.44 million.
The pre-tax income from discontinued operations for the three months ended September 30,
2004 was $0.056 million.

Cadapult continues to sell Media
Sciences supplies and the INKlusive free color printer program to end users. Since this is
essentially the same business as the rest of the Companys continuing operations, and
as a result of the presentation of Cadapults electronic pre-press sales and service
operations as discontinued operations, segment information is no longer presented.

---

## ITEM 2.  
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following
discussion and analysis in conjunction with the information set forth in the unaudited
financial statements and notes thereto, included elsewhere herein, and the audited
financial statements and the notes thereto, included in our Form 10-KSB for the year ended
June 30, 2005, filed September 13, 2005.

# RECENT ACCOUNTING
PRONOUNCEMENTS

In December 2004, the FASB issued
SFAS No. 123(R) (revised 2004), Share-Based Payment, which amends FASB
Statement No. 123 and will be effective for us for the fiscal year ending June 30, 2007.
The new standard will require us to expense employee stock options and other share-based
payments over the vesting period. The FASB believes the use of a binomial lattice model
for option valuation is capable of more fully reflecting certain characteristics of
employee share options compared to the Black-Scholes options pricing model. The new
standard may be adopted in one of three ways  the modified prospective transition
method, a variation of the modified prospective transition method or the modified
retrospective transition method. We are currently evaluating how we will adopt the
standard and evaluating the effect that the adoption of SFAS 123(R) will have on our
financial position and results of operations.

RESULTS OF OPERATIONS
FOR THE THREE MONTHS
ENDED SEPTEMBER 30, 2005 AND 2004

Sales.    
          Our consolidated sales from continuing operations for the three months ended
          September 30, 2005 compared to the same period in 2004, increased approximately
          8% to $4.8 million from $4.4 million. Sales of solid ink sticks increased
          approximately 19%, while sales of color toner cartridges increased approximately
          5%. Direct sales of supplies, through our Cadapult subsidiary, decreased by
          approximately 47% as we focused on building our sales through our distribution
          channels. In late September 2005, we started shipping color toner cartridges for
          the Oki 5000 series of color printers. We also announced color toner cartridges
          for the Oki 7000 and 9000 series color printers and related engines. We expect
          these cartridges to start shipping between December 2005 and January 2006. We
          also announced solid ink sticks for the new Xerox Phaser 8500 and 8550. We
          expect these inks to ship in November 2005. As a result of these new products
          and current sales trends of existing products, we expect the growth of color
          toner cartridge sales to outpace the growth of our solid inks in fiscal 2006.

Gross Profit.    The consolidated
gross profit for the three months ended September 30, 2005 was $2.6 million, or
approximately 55% of sales, as compared to $2.1 million, or approximately 48% of sales, for
the three months ended September 30, 2004. We benefited from margin expansion in both our
solid ink and color toner cartridge lines. Our solid ink margins increased due to
manufacturing efficiencies, which more than offset certain increases in our raw material
costs. Our color toner cartridge margins expanded significantly due to the mix of products
making up our color toner cartridge sales. While our margins can and do vary due to sales
product mix, we believe that they will remain fairly consistent with our current results
throughout fiscal 2006.

Selling, General and
Administrative.    Consolidated selling, general and administrative expenses for the
three months ended September 30, 2005 increased to $1.88 million, or 40% of sales, from
$1.75 million, also 40% of sales, for the three months ended September 30, 2004. Selling,
general and administrative expenses for the three months ended September 30, 2004 include
$0.073 million in non-cash compensation, as a result of variable plan accounting
treatment. Since our stock options are no longer subject to variable plan accounting
treatment, we do not anticipate further non-cash compensation charges until our adoption
of SFAS 123(R). While we intend to increase expenditures in advertising, marketing,
research and development and general payroll costs, we expect our selling, general and
administrative expenses to remain consistent as a percentage of sales.

Depreciation and Amortization.    For the three months ended September 30, 2005 compared to the same period in 2004, our
depreciation and amortization expense increased to $0.18 million, of which $0.12 million
was included in cost of goods sold, from $0.13 million, of which $0.06 million was included
in cost of goods sold. The increase in depreciation and amortization was primarily due to
the depreciation of tooling related to new color toner cartridge lines introduced over the
last six months and to leasehold improvements related to our move in February 2005. There
were no expenses related to the amortization of intangibles for the three months ended
September 30, 2005 as all intangible assets have been fully amortized. For the three
months ended September 30, 2004, amortization of intangibles was $2,177.

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Interest Expense.    For the
three months ended September 30, 2005 compared to the same period in 2004, our interest
expense decreased to $0.035 million from $0.053. The decrease in interest expense was due
to decreased borrowings. We anticipate continued decreased borrowings as we generate cash
from operations, which should result in decreased interest expense, despite an increasing
interest rate environment.

Income Taxes.    For the three
months ended September 30, 2005, we recorded an income tax expense from continuing
operations of $0.28 million as compared to an income tax expense from continuing
operations of $0.13 million for the three months ended September 30, 2004. An effective
tax rate of 40% was used for the three months ended September 30, 2005 and 42% for the
three months ended September 30, 2004. The effective aggregate state and federal tax rate
for the period ended September 30, 2004 differed from that for the period ended September
30, 2005 due to the impact of variable plan accounting in 2004.

Income from Continuing
Operations.    For the three months ended September 30, 2005, we earned $0.42 million
from continuing operations or $0.04 per share basic and diluted, as compared to the three
months ended September 30, 2004, where we earned $0.18 million from continuing operations
or $0.02 per share basic and diluted.

Income from Discontinued
Operations.    In May 2005, we ceased and sold certain sales operations under
Cadapult. Specifically, we ceased all electronic pre-press equipment sales and service
operations. The results of operations for that line of business are classified as a
discontinued operation.

Sales and service revenues from the
discontinued operations for the three months ended September 30, 2004 were $0.44 million.
Income, net of tax from discontinued operations, for the three months ended September 30,
2004 was $0.032 million.

LIQUIDITY AND CAPITAL
RESOURCES

We experienced positive cash flows
from operating activities for the three months ended September 30, 2005. Cash flows from
operating activities of $0.50 million resulted primarily from income from continuing
operations of $0.42 million, non-cash charges of $0.42 million, a decrease in inventories
of $0.46 million and an increase in accrued expenses and other current liabilities of
$0.13 million, offset by increases in accounts receivable of $0.18 million and a decrease
in accounts payable of $0.54 million and a decrease in prepaid expenses and other current
assets of $0.23 million.

Accounts receivable increased over
the levels at June 30, 2005 as shipments were skewed towards the end of the quarter, due
to the shipment of the Oki 5000 cartridges late in September, and to normal seasonality
within the quarter.

Under the Companys INKlusive
program, a customer commits to purchase a fixed quantity of supplies from the Company,
typically over a two year period. These supplies are automatically shipped to the customer
on a regular basis. In exchange, and through a financing partner, the Company provides the
customer with a color printer at no additional charge. Under our agreement with the
financing company, at the time of placement of the INKlusive printer, we are paid in full
for the printer and the two years of supplies. The Company recognizes the revenue from the
supplies as they are shipped over the term of the INKlusive agreement. Deferred revenue
consists principally of billings on INKlusive contracts prior to shipping supplies to
fulfill those contracts.

Cash flow generated by the INKlusive
program is a function of the net number of printer placements in the program. During the
three months ended September 30, 2005, there was a reduction in the net number of printers
placed in the program, as we transitioned the program from the Phaser 8400 to the Phaser
8500/8550, Oki 5000 and WorkCentre C2424. This resulted in a small reduction in deferred
revenues during that period. With our shipment of solid ink for the Phaser 8500 and 8550
in November 2005, we expect that the net number of printers placed in the program will
increase, and therefore the program will generate positive cash flow as deferred revenue
increases.

The cash we used in investing
activities for the three months ended September 30, 2005 included the purchase of
equipment and tooling in the amount of $0.12 million. We plan additional capital
expenditures of approximately $0.75 million through June 30, 2006, which we plan to
finance through internal cash generation. We may use additional equipment acquired through
operating leases.

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We have a revolving line of credit
which provides for maximum borrowings of $3 million. In connection with the negotiation of
this facility during 2004, we granted a security interest in all of our assets. Borrowings
bear interest at a rate of 0.75% over the banks Prime Rate. As of September 30, 2005,
we had $1.1 million outstanding under this line and the interest rate was 7.5%. The line
of credit expires on November 30, 2006.

In March 2005, we entered into a
five-year term note with our bank in the amount of $0.5 million that bears interest at a
fixed rate of 6.5%, and requires monthly repayments of principal of $8,333. The proceeds
were used to finance the leasehold improvements to our new facility. The note is cross
collateralized and contains cross default provisions with the revolving line of credit.

Both the revolving line of credit and
the five-year term note with the bank are subject to two financial covenants including a
ratio of Funded Debt (defined as all borrowed debt including senior borrowed debt and
subordinated debt) to EBITDA (defined as net income plus interest expense plus income tax
expense plus depreciation plus amortization), of not more than 2.50 to 1.00 and a ratio of
Cash Flow (defined as net income after taxes plus depreciation, plus interest expense,
minus nonrecurring gains, plus nonrecurring losses, plus non-cash expenses, minus dividend
distributions, plus capital contributions) to cash uses (defined as prior years
current maturities of long term debt including capital lease payments, plus current
years interest expense, plus unfunded capital expenditures), of not less than 1.0,
measured on a rolling four quarter basis. At no time have we been in violation of these
covenants.

On July 27, 2005, we entered into an
equipment lease line of credit with $1 million in availability with the bank, which we
have not used.  Borrowings bear interest at a rate of approximately 1% over the
banks Prime Rate, with terms of three to seven years.  The bank will hold title
to the equipment leased under the line of credit. Any unutilized balance on line of
credit expires on July 26, 2006.

We believe that we will be able to
fund our cash requirements for the foreseeable future through a combination of internal
cash generation, the revolving line of credit and the lease line of credit.

INFLATION

We have been subject to several
significant increases in raw materials costs over the last 18 months, primarily resulting
from increases in energy costs. We have embarked on a program to improve our procurement
of raw materials and to optimize our processes to increase our manufacturing yields.
Through these efforts we have been able to offset the increases in raw material costs. We
believe we will be able to offset any inflation in operating costs through increased
productivity.

SEASONALITY

While we do not experience any
significant quarter to quarter seasonality, we do experience some seasonality within
certain quarters.

FORWARD LOOKING STATEMENTS

The foregoing management discussion
and analysis contains forward-looking statements and information that are based on our
managements beliefs, as well as assumptions made by, and information currently
available to our management. These forward-looking statements are based on many
assumptions and factors, and are subject to many conditions, including our continuing
ability to obtain additional financing, dependence on contracts with suppliers,
competitive pricing for our products, demand for our products which depends upon the
condition of the computer industry, and the effects of increased indebtedness as a result
of our business acquisitions. Except for the historical information contained in this new
release, all forward-looking information are estimates by our management and are subject
to various risks, uncertainties and other factors that may be beyond our control and may
cause results to differ from our managements current expectations, which may cause
our actual results, performance or achievements to be materially different from future
results, performance or achievements expressed or implied by such forward-looking
statements.

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# ITEM 3. CONTROLS AND
PROCEDURES

# Disclosure Controls and
Procedures

The Companys management, with
the participation of our Chief Executive Officer and Principal Financial Officer, has
evaluated the effectiveness of the Companys disclosure controls and procedures (as
such term is defined in Rules 13a-15(e) and Rule 15a-15(e) of the Exchange Act) as of the
end of the period covered by this report. Based on that evaluation, the Companys
Chief Executive Officer and Principal Financial Officer have concluded that, as of the end
of such period, the Companys disclosure controls and procedures are effective.

There have not been any changes,
except as described below, in the Companys internal control over financial reporting
(as such term is defined in Rule 13a-15(f) under the Exchange Act) during the fiscal
quarter ended September 30, 2005 that have materially affected, or are reasonably likely
to materially affect, the Companys internal control over financial reporting.

During the three months ended
September 30, 2005, the Company continued its search for a Chief Financial Officer. In
addition, the Company added certain personnel and additional procedures and controls in
purchasing and inventory management. The Company is committed to the continued improvement
of its control systems and reporting procedures.

The Companys management,
including its Chief Executive Officer and its Principal Financial Officer, does not expect
that disclosure controls or internal controls over financial reporting will prevent all
errors or all instances of fraud, even as the same are improved to address any
deficiencies. The design of any system of controls is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future conditions. A
control system, no matter how well designed and operated, can provide only reasonable, not
absolute, assurance that the control systems objectives will be met. Over time,
controls may become inadequate because of changes in conditions or deterioration in the
degree of compliance with policies or procedures. Further, the design of a control system
must reflect the fact that there are resource constraints, and the benefits of controls
must be considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, within the Company have been detected.

Because of the inherent limitation of
a cost-effective control system, misstatements due to error or fraud may occur and not be
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of simple error or
mistake. Controls can also be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management override of the controls.

The Company has recently commenced
its effort to ensure compliance with Section 404 of the Sarbanes-Oxley Act of 2002. As a
non-accelerated filer with a fiscal year end of June 30, the Company must first begin to
comply with the requirements of Section 404 for the fiscal year ending June 30, 2008.
During the periods through June 30, 2008, we will review, and where necessary, enhance our
internal control design and documentation, management review, and ongoing risk assessment
as part of our internal control program.

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PART II. OTHER
INFORMATION

## ITEM 6. 
EXHIBITS

The following exhibits are filed with
this report:

|                                                                                                                                                                                                                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number
Exhibit 11* 
                  
                  
Exhibit 31.1* 
                  
Exhibit 31.2* 
                  
Exhibit 32.1* 
                  
Exhibit 32.2* 
                  
_____
* Filed herewith. |  | Description of Exhibit

Statement re: computation of per share earnings is hereby incorporated by
reference to "Financial Statements" of Part I - Financial Information,
Item 1 - Financial Statements, contained in this Form 10-QSB.
Certification of Chief Executive Officer pursuant to Securities Exchange Act
Rule 13a-14(a)/15d-14(a)
Certification of Principal Financial Officer pursuant to Securities Exchange
Act Rule 13a-14(a)/15d-14(a)
Certification of Chief Executive Officer Pursuant to Securities Exchange Act
Rule 13a-14(b) and 18 U.S.C. Section 1350
Certification of Principal Financial Officer Pursuant to Securities Exchange
Act Rule 13a-14(b) and 18 U.S.C. Section 1350

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SIGNATURES

In
accordance with the requirements of the Exchange Act, the registrant caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

| | MEDIA SCIENCES INTERNATIONAL, INC.
| | ----------------------------------

|Dated:  November 9, 2005 | By:/s/ Michael W. Levin
        Michael W. Levin
        Chief Executive Officer and President
|------------------------ | ----------------------------------------------------------------------------------------------

|Dated:  November 9, 2005 | By:/s/ Denise Hawkins
        Denise Hawkins
        Vice President and Controller
        (Principal Financial Officer)
|------------------------ | ------------------------------------------------------------------------------------------------------------------------

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