8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K


                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported) January 27, 2005
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                          MEDISCIENCE TECHNOLOGY CORP.
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               (Exact Name of Registrant as Specified in Charter)


        New Jersey                      0-7405                  22-1937826
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(State or Other Jurisdiction         (Commission               (IRS Employer
     of Incorporation)               File Number)            Identification No.)


1231 Folkestone Way, PO Box 598, Cherry Hill, New Jersey            08034
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       (Address of Principal Executive Offices)                   (Zip Code)

        Registrant's telephone number, including area code (856) 428-7952
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                                 Not Applicable
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          (Former Name or Former Address, if Changed Since Last Report)


     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_|  Written  communications  pursuant to Rule 425 under the Securities Act
          (17 CFR 230.425)

     |_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
          CFR 240.14a-12)

     |_|  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
          Exchange Act (17 CFR 240.14d-2(b))

     |_|  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
          Exchange Act (17 CFR 240.13e-4(c))







Section 1   Registrants Business and Operations
Item  1.01. Entry into a material definitive agreement

Agreement dated Jan. 21, 2005 between Mediscience Technology Corp. and Dr.
Julian Kim. The text of this agreement is filed as Exhibit 99.1 hereto. A copy
of the Company's Press Release issued to announce the entering into the
aforementioned agreement is filed as Exhibit 99.2 hereto.

(Submitted in full compliance with sections 8-K 1.01 and 2.01 re: "materiality"
as applicable and in fulfillment of SEC Section 6, 6.01 Regulation (FD) Full
Disclosure, and Section 7 and 7.0 as well as all applicable and presently
effective Sarbanes-Oxley disclosure requirements under Regulation G.

Item 9.01 Financial Statements and Exhibits

     c)   Exhibits

EX-99.1

99.1 CONSULTANT RESEARCH AND DEVELOPMENT AGREEMENT dated January 21, 2005 by and
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between the Registrant and Dr. Julian Kim
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This Agreement is made on January 21, 2005 between Mediscience Technology Corp.
(MTC) 1235 Folkstone way, Cherry Hill NJ, 08034 and Dr. Julian Kim, M.D (JK).,
Cleveland Clinic Foundation Department of General Surgery Desk A80, 9500 Eucid
Ave., Cleveland, OH 44195.

Consultant (JK) has extensive experience in breast cancer diagnosis and
treatment with a specific interest in the : "exploration of breast milk ducts to
screen and diagnose for potential disease, including but not limited to breast
cancer and (MTC) seeks to benefit from the Consultant's expertise by retaining
the Consultant as an exclusive Technical/Medical Consultant. In (MTC) adaptation
of the Company's proprietary CD-Ratiometer and CD-Map to couple with a
micro-endoscope to enable native fluorescence measurements of breast ducts. The
Consultant wishes to perform consulting services for the MTC. Accordingly, MTC
and the Consultant agree as follows:

1.  Services

     a. The consultant shall provide advice and consulting services to the
Company with respect to matters related to:
     (i) Allow MPD/CUNY to observe surgical procedures at the Cleveland Clinic
in the area of milk ducts interrogation and provided detailed annotation
following same surgical procedure.
     (ii) Provide ongoing input with regard to design and packaging
     (iii) Provide detailed historical narrative of ductile progression and
opinion as to what medically and technically could be possible in the future.
     (iv) Provide use of an instrument of his choice for (MTC) use in Phase I of
the project. The Consultant shall be engaged by the MTC as a consultant for the
exchange of ideas only and under the terms of this Agreement, shall not direct
or conduct or participate in







fund raising of any kind for or on behalf of the Company. Any such activity
which may be conducted shall be carried out solely and only by (MTC) management
or designees

     2. Compensation and Expenses: As the full and sole consideration for the
consulting services provided by the Consultant related to Phase 1 ONLY the
Company shall pay to the Consultant an hourly rate of $500 per hour upon
submitted invoice. Any amount to exceed $3000 per month will require
pre-authorization by the Company.The Company will reimburse Consultant for
reasonable out of pocket expenses. The Consultant will submit proposed expenses
for pre-approval to Company. Compensation and Expenses will be paid within 15
days of submitted invoicing.

     3. Competition: The Consultant represents to the Company that the
Consultant does not have any agreement to provide consulting services to any
other party, firm, company or project in the area of breast milk duct
interrogation on matters relating the scope and/or particulars of this MTC
project consultancy, and will not enter into any such agreement during the term
of this Agreement.

     4. Confidentiality

a. The parties may wish, from time to time, in connection with work contemplated
under this Agreement, to disclose confidential information to each other
("Confidential Information"). Each party will use reasonable efforts to prevent
the disclosure of any of the other party's Confidential Information to third
parties for a period of seven (7) years from receipt thereof. The recipient may
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acquire information that pertains to the discloser's processes, equipment,
programs, developments, or plans that is both (i) disclosed or made known by the
disclosure to the recipient and (ii) identified in writing as "proprietary" by
the disclosure. The recipient agrees not to disclose any Confidential
Information to third parties or to use any Confidential Information for any
purpose other than performance of the services contemplated by this Agreement,
without prior written consent of the Company.

b. Confidential Information subject to paragraph 4(b) does not include
information that

     (i) is or later becomes available to the public through no breach of this
Agreement by the recipient;

     (ii) is obtained by the recipient from a third party who had the legal
right to disclose the information to the recipient;

     (iii) is already in the possession of the recipient on the date this
Agreement becomes effective;

     (iv) is independently developed by recipient; or

     (v) is required to be disclosed by law, government regulation, or court
order. In addition, Confidential Information subject to paragraph 4(b) does not
include information generated by the Consultant unless the information (i) is
generated as a direct result of the performance of consulting services under
this Agreement.





     5. Return of Materials:The Consultant agrees to promptly return, following
the termination of this Agreement or upon earlier request by the Company, all
drawings, tracings, and written materials in the Consultant's possession and

          (i) supplied by the Company in conjunction with the Consultant's
          consulting services under this Agreement or
          (ii) generated by the Consultant in the performance of consulting
          services under this Agreement.

     6. Intellectual Property

     a. All present and future parties to this agreement specifically understand
and agree that title to any inventions and discoveries made by or contributed to
by Consultant, or other admitted future party resulting from the work performed
hereunder shall reside in (MTC).

     b.Title to all inventions and discoveries made by (MTC) resulting from the
research performed hereunder shall reside in (MTC).

     c.Title to all inventions and discoveries made jointly by Consultant or
other admitted future party and Company resulting from the research performed
hereunder shall reside in (MTC) and Company Inventorship shall be determined in
accordance with U.S. Patent law. 7.

     7. Term and Termination

     a.. This Agreement shall be for a term of 6 months, renewable upon
reasonable terms and conditions as may be agreed upon by the Company and the
Consultant.

     b. Termination of the Agreement under paragraph 8(a) above shall not affect
(a) the Company's obligation to pay for services previously performed by the
Consultant and acknowledged by MTC

 8.  Miscellaneous

     a. This Agreement shall inure to the benefit of and be binding upon the
respective heirs, executors, successors, representatives, and assigns of the
parties, as the case may be.

     b. The relationship created by this Agreement shall be that of independent
contractor, and the Consultant shall have no authority to bind or act as agent
for the Company or its employees for any purpose.

     c. The Company will not use the Consultant's name in any commercial
advertisement or similar material used to promote or sell products, unless the
Company obtains in advance the written consent of the Consultant

     d. Warrant exercise determined in accordance with warrant terms and this
agreement paragraph 2 b. above.

     e. This Agreement replaces all previous agreements and the discussions
relating to the subject matters hereof and constitutes the entire agreement
between the Company and the Consultant with respect to the subject matters of
this Agreement.






This Agreement may not be modified in any respect by any verbal statement,
representation, or agreement made by any employee, officer, or representative of
the Company, or by any written documents unless it is signed by an officer of
the Company and by the Consultant.

     9. Descriptive Headings and Governing Law The descriptive headings of the
several paragraphs of this agreement are inserted for convenience only and do
not constitute a part of this agreement. This agreement contemplated and
discribed performance is intended to be performed in the State of New York and
shall be construed and enforced in accordance with, and the rights of the
parties it is agreed shall be governed by, the Law of such State, without regard
to principles of conflict of laws. (MTC) and (JK) hereby agree to submit any and
all disputes to binding arbitration in New York City with the American
Arbitration Association for full, final and binding resolution 10. Notices

(MTC) Peter Katevatis Esq. 1235 Folkstone Way, Cherry Hill NJ 08034

(JK) Cleveland Clinic Foundation Department of General Surgery Desk A80, 9500
Eucid Ave., Cleveland, OH 44195.


IN WITNESS WHEREOF, the parties have executed this Agreement effective the date
first stated above.

By: Julian Kim, M.D. (signed electronically 1/24/05)

By: Peter Katevatis Esq.  Chairman CEO Mediscience Technology corp.

EX-99.2

99,2   Press Release  of the Company, dated: January 27, 2005

(NJ-MEDISCIENCE-TECH)(MDSC-OTCBB) Mediscience Technology Corp. Names Dr. Julian
Kim as consultant for the development of the jointly proposed micro-endoscopic
device utilizing MTC proprietary technology for native fluorescence molecular
measurements of breast ducts CHERRY HILL, N.J. Jan 27, 2005 Mediscience
Technology, Corp. (OTCBB: MDSC) announced today that Dr. Julian Kim of the
Cleveland Clinic has joined the company as a consultant. Dr. Kim is a Surgical
Oncologist within the CC Dept. of General Surgery and a recognized expert in the
study of applications of new technologies to assess breast ductal tissue. As a
consultant to Mediscience, Dr. Kim will advise its management team on matters
pertaining to: "guidance and expertise into the development of the jointly
proposed micro-endoscopic device - Phase I project utilizing MTC proprietary
technology for native fluorescence molecular measurements of breast ducts.
Seminal product development work will occur at CUNY with government regulatory
approval applications to follow.

Dr. Julian Kim has performed extensive studies on the use of micro-endoscopic
instrumentation to perform visual assessment of the human breast ductal system.
He has published several peer-reviewed manuscripts and is a leading authority on
the





advantages and current limitations of mammary ductoscopy. He has a special
interest in methods of improving the identification of abnormal cells lining the
breast ducts during the ductoscopy procedure in women with high-risk or known
diagnosis of breast cancer. Quote-"It is a great privilege to collaborate with
                            -----
Mediscience management and Dr. Robert Alfano at CUNY to determine whether the
use of auto-fluorescence during mammary ductoscopy can help to identify areas of
abnormality which should undergo biopsy. The Mediscience proprietary
auto-fluorescent technology has the potential to markedly improve the diagnostic
sensitivity and specificity of the mammary ductoscopy procedure and result in
measurable improvements in patient care". Michael Engelhart Pres.COO "we
continue to take advantage of our Intellectual Property in advancing the
commercialization of screening and diagnostic cancer devices. We are delighted
to have Dr Julian Kim of the Cleveland Clinic as a collaborator in our project
- --an individual who has demonstrated an expertise in detecting cancers of the
breast in early stages.


                          About Mediscience Technology

Mediscience Technology Corporation and its New York subsidiary, Medi-photonics
Development Company LLC, is engaged in the design, development and
commercialization of medical devices that detect cancer and physiological change
using frequencies of light that are emitted, scattered and absorbed to
distinguish malignant, precancerous, or benign tissues from normal tissues.
Mediscience's exclusive protected noninvasive technology combines the advantages
of real-time results with enhanced diagnostic sensitivity and specificity
compared with other methods of cancer detection.

                                 Investor Notice

Certain of the matters discussed in this announcement contain forward-looking
statements that involve material risks to and uncertainties in the
parties/company's business that may cause actual results to differ materially
from those anticipated by the statements made herein. Such risks and
uncertainties include among other things, the availability of financing, the
parties/ company's ability to implement its long-range business plan for the
joint or independent development of various applications of its technology/ IP;
the company's ability to enter into future agreements with any necessary
marketing and/or distribution partners; the impact of competition, the obtaining
and maintenance of any necessary US regulatory i.e. FDA clearances applicable to
applications of the company's technology; and management of growth and other
risked and uncertainties that may be detailed from time to time in the
parties/company's reports filed with the Securities and Exchange Commission.
This disclosure is intended to satisfy: SEC Section 6, 6.01 Regulation FD,
disclosure and Section 7 and 7.0 as well as all applicable and presently
effective Sarbanes-Oxley disclosure requirements under Regulation G.

www.infotonics.org/ResearchProjects/CompactPhotonicExplorers.asp
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www.cunyphotonics.com   www.medisciencetech.com
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 Mediscience SB-2 registration filing dated Dec. 23, 2004 effective Jan 12, 2005
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New England Journal of Medicine July-29-2004 (capsule endoscopic technology)

CITIGROUP/Smith Barney Analyst Report 10-1-2004 see Pg. 20 (MTC/Info tonics
                                     Contact
Michael Engelhart, Pres/COO 201-818-0050 mengelhart@mediscience.com
Peter Katevatis Esq.  215-485-0362 metpk@aol.com









                                   SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized on January 27, 2005

MEDICSCIENCE TECHNOLOGY CORPORATION



ss/Peter Katevatis, Chairman/CEO