10-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-K

(Mark One)

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the fiscal year ended February 29, 2008
                                       or

[_]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission file number 33-51218

                          MEDISCIENCE TECHNOLOGY CORP.
             (Exact name of registrant as specified in its charter)

               New Jersey                                22-1937826
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
     incorporation or organization)

          1235 Folkestone Way
        Cherry Hill, New Jersey                            08034
(Address of Principal Executive Offices)                 (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class                    Name of each exchange on which registered
        None

Securities registered pursuant to Section 12(g) of the Act:

                          Common stock, $.01 par value
                                (Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
                                                                  Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
                                                                  Yes [ ] No [X]

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 [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

    Large accelerated filer [ ]                    Accelerated filer [ ]

    Non-accelerated filer [ ]                      Smaller reporting company [X]
    (Do not check if a smaller reporting company)



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

The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant's most recently completed second fiscal
quarter, was approximately $4,870,991.

As of June 6, 2008, there were outstanding 67,250,989 shares of the registrant's
common stock, $.01 par value.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None





                                Table of Contents
                                -----------------
                                                                            Page
                                                                            ----
PART I
- ------

Item 1.    Business..........................................................  1

Item 1A.   Risk Factors...................................................... 15

Item 1B.   Unresolved Staff Comments......................................... 19

Item 2.    Properties........................................................ 20

Item 3.    Legal Proceedings................................................. 20

Item 4.    Submission of Matters to a Vote of Security Holders............... 20

PART II
- -------

Item 5.    Market for Registrant's Common Equity, Related Stockholder
           Matters and Issuer Purchases of Equity Securities................. 20

Item 6.    Selected Financial Data........................................... 21

Item 7.    Management's Discussion and Analysis of Financial Condition and
           Results of Operations............................................. 21

Item 7A.   Quantitative and Qualitative Disclosures About Market Risk........ 24

Item 8.    Financial Statements and Supplementary Data....................... 24

Item 9.    Changes in and Disagreements With Accountants on Accounting and
           Financial Disclosure.............................................. 25

Item 9A(T) Controls and Procedures........................................... 25

Item 9B.   Other Information................................................. 26

PART III
- --------

Item 10.   Directors, Executive Officers and Corporate Governance............ 26

Item 11.   Executive Compensation............................................ 29

Item 12.   Security Ownership of Certain Beneficial Owners and Management
           and Related Stockholder Matters................................... 30

Item 13.   Certain Relationships and Related Transactions, and Director
           Independence...................................................... 31

Item 14.   Principal Accounting Fees and Services............................ 31

PART IV
- -------

Item 15.   Exhibits and Financial Statement Schedules........................ 31

                                      -i-



                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
                -------------------------------------------------

Certain statements in this Annual Report on Form 10-K, including statements
under "Item 1. Business," and "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations," contain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), although the safe harbor under those statutes do not apply to companies,
such as us, that issue penny stock. Forward-looking statements include, among
other things, our assumptions underlying our statements concerning business
strategy, development and introduction of new products, research and
development, marketing, sales and distribution, manufacturing, competition,
third-party reimbursement, government regulation (including, but not limited to,
FDA requirements), continued clinical trial relationships and operating and
capital requirements, critical accounting determinations, efforts to raise
additional financing, and our commitment of resources. The forward-looking
statements may also be impacted by the additional risks faced by us as described
in this report, including those set forth under the section entitled "Risk
Factors." Forward-looking statements generally can be identified by the use of
terminology such as "may," "will," "expect," "intend," "estimate," "anticipate"
or "believe" or similar expressions or the negatives thereof. These expectations
are based on management's assumptions and current beliefs based on currently
available information. Although we believe that the expectations reflected in
such statements are reasonable, we can give no assurance that such expectations
will be correct. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this annual
report on Form 10-K. Our operations are subject to a number of uncertainties,
risks and other influences, many of which are outside our control, and any one
of which, or a combination of which, could cause our actual results of
operations to differ materially from the forward-looking statements.

                                      -ii-



                                     PART I

Item 1.       Business

         Background

         Mediscience Technology Corp. ("we", "us", "Mediscience" or the
"Company") operates in one business segment and is principally engaged in the
design and development of medical diagnostic instruments that detect cancer in
people without a traditional biopsy by using light to excite the molecules
contained in tissue and measuring the differences in the resulting molecular
natural fluorescence between cancerous and normal tissue. We sometimes refer to
this as "Molecular Optical Biopsy."

         We are currently developing two products based on our technology:

         o        the Cancer Diagnostic Ratiometer ("CD-R"), targeted as a
                  replacement for traditional Pap smear tests to diagnose
                  cervical cancer; and

         o        the Compact Photonic Explorer ("CPE" or "Photonic Pill"), a
                  small, optical diagnostic device that can be swallowed,
                  targeted as a replacement for traditional endoscopy to
                  diagnose cancers of the mouth, esophagus, colon and the rest
                  of the upper respiratory and gastrointestinal system.

         On December 1, 1988, we acquired Laser Diagnostic Instruments, Inc.
("LDI"), whose principle asset was US patent number 4,930,516, "Method and
Apparatus for Detecting Cancerous Tissue Using Visible Luminescence." On August
8, 1998, in a US Patent Office re-examination, the number of claims under this
patent were expanded from 9 to 59. Our research and development activities are
clustered around this patent and 26 related patents acquired by Mediscience as
either owner or exclusive licensee.

         Strategy

         Our strategy is maximize the value of our patent portfolio, consisting
of over 25 patents in the areas of tissue spectroscopy and optical imaging with
applications in cancer detection, by leveraging our expertise in the area of
fluorescent molecular imaging to position our products as real-time, less
invasive, modern alternatives to traditional cancer diagnosis methods.

         Our Products

         Both of our products under development, the CD-R and the CPE, are based
upon our proprietary Molecular Optical Biopsy technology that permits the
diagnosis of cancerous and pre-cancerous tissue without a biopsy. We have also
developed prototype Cancer Diagnostic Scan ("CD-Scan") and Cancer Diagnostic Map
("CD-Map") devices based on the same technology. The fundamental process used by
these patents is the interpretation of optical imaging data gathered by exposing
select areas of tissue to various forms of electromagnetic radiation, also
called "fluorescence." The use of fluorescence provides a different and distinct
molecular "signature" from normal tissue and cancerous tissue. That signature,
in turn, can be converted into a specific algorithm that can distinguish
cancerous tissue or pre-cancerous tissue from normal tissue.

         Although several cancer screening techniques have been developed for
the early indication of various types of cancer in humans, such as, mammography
for breast cancer, Pap tests for cervical cancer, PSA tests for prostate cancer
and chest x-rays for lung cancer, excision biopsy is still the "gold standard"
for making a definitive cancer diagnosis and for cancer staging, i.e.,
determining the extent of the progression of the disease prior to mapping out
the most appropriate course of therapy. Excision biopsy requires a significant
amount of surgical intervention to collect an adequate tissue sample to make a
proper diagnosis and staging determinations. The process can sometimes expose
the patient to health risks, lengthy hospital stays, long recovery times, pain
and discomfort and significant health care expense.

                                      -1-


         We believe our technology offers the potential of a less physically
invasive method to diagnose and stage a variety of cancers without the excessive
costs and potentially debilitating effects of biopsy. Initially, our products
under development will target cervical cancer and cancers of the mouth,
esophagus, colon and the rest of the upper respiratory and gastrointestinal
system, but we believe our technology will be useful in diagnosing and staging
for a wide range of the more than 100 known types of cancers.

         For example, the most widely practiced technique for definitive
diagnosis of breast cancer, the leading cause of death among American women
between the ages of 40 and 55 according to the American Cancer Society, is open
surgical biopsy (a specific type of biopsy) which is done under a general
anesthetic and typically results in surgical excision of a golf ball-sized mass
of breast tissue. According to the American Cancer Society, about 800,000 such
procedures are performed annually in the United States at an estimated annual
cost of between $2 billion and $4 billion. If we can successfully adapt our
technology to diagnose and stage breast cancers, we believe we will save up to
half the current cost by reducing and/or eliminating extensive hospital stays
and frequency of surgery, as well as impacting significantly the amount of
patient discomfort for those patients medically determined to have cancer, and
eliminate most of the trauma for the patients who are found not to have cancer.

         Cancer Diagnostic Ratiometer

         The CD-R is a compact instrument with user-friendly features and
characteristics that has been designed to assess the target tissue and
instantaneously report a "yes", "no" or "maybe" result on a computer screen. A
fiber optic probe is attached to the CD-R, and the CD-R analyzes the optical
data, providing fluorescence images of target tissue and computed diagnostic
information. Because different fiber optic probe configurations and associated
imaging optics can be used, we believe the CD-R will be a versatile device with
a broad range of potential platform applications. We expect the CD-R to find use
by medical practitioners in the office or clinical setting in configurations
such as the following:

         o        hand-held configuration for easy-to-access areas, such as the
                  mouth or skin surface;

         o        endoscope configuration for assessment of the upper or lower
                  gastrointestinal tract;

         o        cystoscope configuration for study of the urinary tract;

         o        colposcope configuration for gynecological evaluation;

         o        laparoscope configuration for evaluation of internal organs;
                  and

         o        core biopsy needle configuration to optically assess breast
                  tumors or other deep tissue tumors, e.g. the pancreas, liver
                  or prostate.

         Compact Photonic Explorer

         In September 2004, we entered into an agreement with Infotonics
Technology Center, Inc. of Rochester New York (a not-for-profit corporation and
consortium of Corning Inc., Eastman Kodak Company and Xerox Corporation that
operates New York State's Center of Excellence in Photonics and Microsystems,
and one of our investors) pursuant to which we acquired all Infotonics patent
rights to the Compact Photonic Explorer ("CPE" or "Photonic Pill"), and we and
Infotonics agreed to jointly develop the CPE for medical applications to detect
cancer and/or physiological change in vivo in humans.

         The CPE is being designed to merge our Molecular Optical Biopsy
technology with Infotonics's nanoscaling technology. By combining these
technologies, we believe the CPE would result in faster and more accurate
detection of cancerous and pre-cancerous tissue than traditional diagnostic
methods and ultimately may provide the ability to treat cancer in living tissue
through manipulation of visible and ultra-violet fluorescence.

         The first project for the CPE is to target diagnosing various forms of
cancer throughout the gastrointestinal tract in real-time. Commercialization
requires specific engineering and implementation decisions be made

                                      -2-


concerning the components and composition of the CPE, including the selection of
a particular light emitter, light detector, power source, position detection
means and casing design.

         Once completed, the CPE can offer doctors a new method of detecting
cancerous and pre-cancerous cells in a way that we believe will mitigate the
risks and discomfort and be less invasive and than the traditional "Barium
Swallow" diagnostic procedure.

         In March 2006, New York State Science & Technology Law Center at
Syracuse University College of Law release a report, commissioned by Infotonics,
of its analysis of the ingestible Photonic Pill market, and reached the
following conclusions:

         o        The Photonic Pill demonstrates great promise in providing a
                  non-invasive, preliminary means of detecting in vivo
                  pre-cancerous and cancerous tissues in the upper digestive
                  tract.

         o        A number of important design issues remain to be addressed on
                  the components and design of a miniaturized Photonic Pill,
                  including the selection of a particular light emitter, light
                  detector, power source, and position detection system and
                  casing design.

         o        The Photonic Pill has the potential to become a market leader
                  in diagnostic technology, perhaps the industry standard, as a
                  new diagnostic device that physicians will embrace because it
                  addresses real concerns of the current marketplace.

         o        The assessment process did not reveal any obvious intellectual
                  property barriers to commercializing the Photonic Pill based
                  on competitors' products in the market.

         Research and Product Development

         The utility of native tissue fluorescence spectroscopy for in vivo
cancer detection in humans - the underpinning of our technology - was first
discovered in the early 1980's by Dr. Robert Alfano. Dr. Alfano was a co-founder
of Mediscience and is President and CEO of Alfanix Technology Ltd., a company
founded by Dr. Alfano to focus on developing, building and selling
photonics-based medical and non-medical devices, Chromium laser crystals, novel
compact lasers, and photonics related technology.

         In 1992, we financially assisted in the establishment of the
Medi-photonics Laboratory ("MPL") at the City College of New York to provide
research and development services in the area of tissue spectroscopy and cancer
detection and other biological applications. MPL, which is supervised by Dr.
Alfano, developed several generations of our prototype device and has conducted
in vitro, pre-clinical testing of various human tissue types to develop the
preferred optical scanning and emission wavelengths that yield the most
definitive information about native fluorescence characteristics of specific
scanned tissue. The insight gained from this work has been the principal source
of knowledge for the issued and pending patents that we own or possesses world
wide exclusive licenses. This in vitro, pre-clinical research and development
work also provided the starting point for the optical scanning parameters for
our in vivo human clinical studies.

         Clinical Development

         Our products are designed primarily to be used directly on human
patients in vivo. Part of the process of product development and U.S. Food and
Drug Administration ("FDA") approval of any medical device is the development of
sufficiently compelling clinical evidence to demonstrate safety and
effectiveness for each intended diagnostic application (labeled or intended
use). Because of potential clinical utility of our technology and products under
development, we have developed collaborative clinical relationships with several
cancer center research hospitals in the United States to assist in FDA clinical
evaluations of our prototype products. These institutions include Memorial
Sloan-Kettering Cancer Center, Columbia Presbyterian Hospital and the New York
Hospital (Cornell Medical Center), in New York, and the Massachusetts General
Hospital (Harvard Medical School) in Boston.

                                      -3-


         An FDA-approved Phase I clinical feasibility study of the upper
aero-digestive tract was carried out at Memorial Sloan-Kettering under the
principal investigation of Stimson P. Schantz, M.D., Associate Professor of
Surgery and Director of Cancer Prevention, and a member of our Scientific Board.
It was established in this Phase I FDA approved study that the our CD-Scan
prototype product is able to distinguish between cancerous and normal tissue in
the oral cavity. Phase II and III clinical studies in the upper aero-digestive
tract can be submitted for FDA consideration, subject to funding availability.
We intend to re-visit this important area in the future.

         An FDA Phase I clinical study could be conducted at New York Hospital
to assess the potential utility of our CD-R with a fiber optic probe adapted to
a flexible endoscope for monitoring Barrett's Esophagus. Barrett's Esophagus is
thought to be a possible precursor to esophageal cancer requiring routine
monitored because of the predisposition to esophageal cancer. Current medical
practice requires that multiple excisional biopsies be taken to monitor the
progression of disease. The practice is painful, costly and probably unnecessary
in the majority of Barrett's patients, but the current state of medical practice
does not provide sufficient molecular information to distinguish between the
high risk group and the lower risk group. We believe that endoscopic application
of our technology will provide gastroenterologists with additional molecular
information and the ability to better assess the condition of Barrett's tissue
without a need for painful multiple biopsies and establish individual patient
monitoring schedules. On April 24, 1997, we entered into a clinical trial
agreement and provided initial funding for this institutionally-approved
clinical study. However, further progress on this study through the FDA will
require additional funding which cannot be provided at this time due to resource
constraints.

         On March 29, 2006, the FDA approved as a "Non-Significant Risk Device
Study" our multi-center pilot study approval adjunct to the Pap test intended to
establish the safety and parameters of efficacy of the CD-R for cancer detection
of the cervix preliminary to a pivotal study. The CD-R unit will be used to
detect changes in the cervix using a non-invasive/minimally invasive and
painless optical technology with a disposable probe to identify anomalous areas,
with cancerous or pre-cancerous tissues. The purpose is to provide immediate
real-time cancer diagnosis reading in the doctor's office with accuracy
presently not available in the conventional Pap test approach. Ultimately, we
intend the CD-R technology to replace the Pap smear, including deployment in
global regions where Pap smears are not widely available. Based upon funding, we
intend to commence the pilot study. Assuming the results of this initial
efficacy and safety study are satisfactory in the detection of cervical cancer
precursors, with FDA approval we intend to continue into a pivotal study,
subject to our having sufficient resources.

         Business Development and Marketing

         We believe the market for optical biopsy-related products is
intertwined with the impact of cancer on society and the benefits of early
detection via various medical devices. The National Institute of Health reports
cancer is responsible for one out of every four deaths in the United States.
Approximately 400,000 to 500,000 people in the United States die of cancer every
year. The financial costs of cancer reported in 2005 were significant: direct
medical costs of cancer care totaled $74 billion, lost productivity and other
effects added an additional $136 billion. More than 1,200,000 new cancer cases
are diagnosed annually in the United States according to the American Cancer
Society, and as many as 85 million people currently alive in the United States,
nearly 1/3 of the population, will develop cancer during their lifetimes. Cancer
therapy has progressed rapidly in recent years, but the axiom that early
diagnosis is critical for successful treatment for the majority of cancer types
still remains true. Our Molecular Optical Biopsy technology suggests broad
application potential. We have chosen as our first application the improvement
of Pap tests. Cervical cancer is the second most common cancer among women. The
cancer is usually caused by common papilloma viruses, which are spread through
sexual contact. The Pap smear is the most widely used screening technique (some
50 million Pap smears are performed in the U.S. annually) in which cervical
cells collected by physicians are sent to laboratories for analysis (the total
cost ranges between $35-$50 per test); however, the Pap test generates a
significant number of both false positive (as much as 40-50%) and false negative
results (as much as 20-40%). We believes our Molecular Optical Biopsy technology
offers the ability to significantly improve sensitivity and specificity (to
greater than 90%), with potential cost savings to the health care system in
excess of $1 billion annually.

         We plan to develop certain of our CD products for diagnostic
applications, (sometimes referred to as "labeled indications"), that we will
ultimately market for our own account in the United States. In addition, we
desire to co-develop one or more of our prototype CD products for specific
cancer diagnostic applications with one

                                      -4-


or more selected other companies. We continue to seek relationships with highly
qualified companies which have expressed interest in our technology.

         We have, in the past, and continue to encourage any possible
collaboration especially with firms that have strong existing franchises in
certain specialized fields of diagnosis and treatment and who have established
reputations with prospective purchasers of diagnostic products and who have
proven selling, marketing and distribution capabilities. A select number of
these kinds of relationships, if we are successful in fostering them, are
expected to add value by leveraging our financial resource base with development
and licensing revenues that we can then use to help fund the development of our
own products. We also believe that a market for our CD products will exist in
Latin America, Africa, India the European Union and possibly Asia. We
contemplate making a concerted effort to identify one or more possible licensees
to help develop our products or variations thereof for key markets during
2008-2009.

         Manufacturing

         Our prototype products have been assembled through 2006 by the staff of
the MPL at the City College of New York from components that are generally
readily available from one or more sources in the marketplace. Starting in 2007,
reengineered prototypes will be developed through our subsidiary BioScopix Inc.
("BioScopix") and Infotonics, using advanced optical components that we
anticipate will positively impact overall system cost and size. Although
additional design improvements will likely be required to refine the current
prototype products for commercial use, we still believe that the key components
will be available from one or more suppliers. The manufacture of our products
will be carried out by BioScopix.

         As needed BioScopix will use manufacturing contractors who will be
selected from a list of highly qualified New York companies who are familiar
with the regulatory requirements of the FDA for the manufacture of medical
devices, who are registered with and in good standing with the FDA and who
employ current Good Manufacturing Practices ("GMP") in accordance with FDA
guidelines. Additionally, an opportunity for a business arrangement with a major
marketing co-developer could involve manufacture as well. We have also discussed
with Infotonics the establishment of a BioScopix incubation site for business
purposes and on site manufacturing at Infotonics's Rochester, New York campus.
We believe this location would include New York State tax abatement benefits as
well as the potential for Empire State EDA funding and NYSTAR grants.

         Competition

         CD-R

         Our Molecular Optical Biopsy technology represents a new diagnostic
paradigm. We believe our technology is less invasive than traditional surgical
biopsy -- no tissue is excised from the body -- and results are instantaneous,
more sensitive to change, and possibly more accurate than other methods. Our
technology, when developed, offers the promise of providing cost-effective and
user-friendly screening with increased sensitivity and specificity, and
ultimately, replacing excision biopsy as the diagnostic gold standard. There is
intense competitive activity in this area; with at least seven companies to date
conducting active research and development programs, as well as the recent
development of FDA approved human papilloma virus, or HPV, vaccines.

         Current screening systems are dominated by the Pap smear and
colposcopy, which are both established and pervasive, and now the entry of
vaccines, such as that marketed by Merck and Glaxo. Improvements and new
technologies for cervical cancer detection include Digene Corp. HPV testing and
Cytyc Corp's "Thin-Prep." There are companies and institutions attempting to
develop products using bio-photonic technologies in cervical cancer detection
including Spectrx Inc, MD Anderson, and University of Michigan. We believe that
our Molecular Optical Biopsy technology will enable us to develop devices that
are more accurate, easier to use and/or less costly to administer to maintain
competitive advantage.

         Of special interest are HPV vaccines by Merck and Glaxo. Our screening
and vaccination are complimentary to one another, each providing a tool to fight
cervical cancer. HPV has two different target populations. The first is those
who have not been infected with HPV, but are at risk for infection. This
population is

                                      -5-


in need of prevention. The second consists of those already infected with HPV
and those who will become infected (subjects for whom prevention failed or not
yet available). This population is in need of continual screening, diagnosis,
treatment and post-treatment monitoring.

         For the first group, vaccination is the important part of the solution
and there are many issues which may take significant time to resolve (i.e.
vaccines efficiency, need for repeated boosters, duration of immunization,
failure of immunization, emergence of new strains of viruses, etc). Merck's
short studies show that their vaccine only targets two carcinogenic strains of
HPV (HPV 16 and 18) out of 35 sexually transmitted strains of the virus. HPV 16
and 18, combined are responsible for 2/3 of cervical cancer and pre-cancer
cases. The other 33 strains as well as other potential but unknown factors,
which are not prevented by the vaccine, are responsible for the other 1/3 of the
cases. It will take many years to vaccinate a significant fraction of the worlds
at risk population. During this period, the CD-R could provide an efficient,
cost effective, screening tool. Merck advises that despite the results obtained
with their vaccine, patients must be followed with Pap smears indefinitely. The
vaccines will apply only to target population under 15 years old.

         For the second population group (those infected with HPV), patients
will also need to be screened, diagnosed, treated and/or monitored after
treatment for a period of 15 to 25 years (from age 18 to age 40-45). During this
period, the CD-R could provide an efficient, cost effective, screening tool with
all the advantages of Molecular Optical Biopsy.

         Significant competitive approaches to cancer screening include, X-ray,
CT, ultrasound, magnetic resonance and radionuclide imaging technologies; all
based on the detection of intra-tissue structural abnormalities and are not
suited to the evaluation of tissue surface lesions.

         We believe that we have strong intellectual property position that will
permit us to achieve a strong position in this new area. Competition from both
new and established firms, continues to be intense. Many of these firms have
greater resources than registrant and more experience in the field of cancer
diagnostics. Finally, there can be no assurances that our technology, even if
developed successfully, will be accepted commercially in the marketplace in any
application format.

         CPE (Photonic Pill)

         The three main competitors in the endoscopic ingestible pill market
today are Given Imaging Ltd., Olympus Optical Ltd., and SmartPill Corporation.
Each company offers a product supported by a different technical platform and
with inherently different capabilities: Given's "PillCam" involves recorded
white-light optical imaging and analysis; Olympus Optical's "EndoCapsule"
involves real-time optical imaging, transmission and analysis; and the
"SmartPill" involves chemical analysis of tissue as opposed to optical imaging.
Our CPE uses molecular autoflourecsence sensing. We believe, based on market and
technology review, that a photonics technical platform of optical biopsy, such
as the CPE, introduces a new, better and more promising concept into the
emerging endoscopic ingestible pill market.

         The four scientific platforms upon which pill technology is being
produced use micro-electromechanical and micro-optic-electro-mechanical systems
technology combining the features of remote operation with MEMS and MOEMS
technology and in vivo imaging, (Given and Olympus Optical) or in, chemical
analysis (SmartPill), or in the use of autoflourecsence data (Mediscience).

         Scientists are able to create in vivo systems that can collect large
quantities of data and transmit that data to external systems while the device
remains in vivo to enable doctors to navigate through the body to collect visual
chemical or photonic data. The expectation is that such developments will allow
doctors to generate new tests and better analyze and diagnose disease in the
upper gastrointestinal tract and other parts of the body through less invasive
and disruptive methods for the patient. The efforts of Infotonics, in
conjunction with Mediscience Technology Corp. and BioScopix Inc., to develop a
photonics biopsy pill based on a photonics platform that utilizes the inherent
molecular physical characteristics of normal, pre-cancerous, and cancerous
tissues exhibit when illuminated with light of specific frequencies, registrant
believes, represents the next step in diagnostic technology.

                                      -6-


         MEDISCIENCE: Our Molecular Optical Biopsy technology and continued
research at Infotonics is a photonics-based optical biopsy pill represents the
introduction of a new and promising concept into the imaging pill market.
Commercialization of the CPE requires the finalization of specific engineering
and implementation decisions concerning the components and composition of the
pill.

         GIVEN IMAGING: PillCam(TM) Capsule Endoscope, approved by the FDA, a
non-reusable capsule taken with water the same way an ordinary pill is taken.
Capable of transmitting 50,000 color images to be reviewed for medical
significance. The purpose is to process collected data and translate it into a
video image of the small intestine. The Given system allows doctors to look at,
alter, save, or e-mail the video, as well as save snapshots of the video or
small video clips Given Diagnostic system is marketed in the United States as
well as sixty other countries. Given Imaging, with a present $600 million market
capitalization is a young and rapidly growing company.

         OLYMPUS: Camera pill is the ingestible EndoCapsule, available in Europe
since October 2005, and approved by the FDA in September 2007. Like the Given
product, the Olympus camera pill generates white light images of the digestive
tract, providing an alternative to conventional white-light endoscopy. It
transmits images via a "built-in capsule antenna," which is capable of
transmitting to the data recorder at a rate of two images per second.

         SMARTPILL: Ingestible capsule endoscopy provides data to a computer,
which monitors the progress of the pill. It is not a camera pill at all, it does
not produce a visual image rather it is a mechanism that uses sensors to record
and transmit data regarding pressure and pH levels as it moves completely
through the entire gastrointestinal tract. Currently SmartPill is still a work
in progress. Clinical trials for SmartPill began in March of 2005, and
successfully completed the first phase of its clinical trials.

         Government Regulation (FDA) Matters

         The FDA classifies medical devices into one of three classes, Class I,
II, or III. This classification is based on the controls deemed necessary by the
FDA to reasonably insure the safety and effectiveness of the device. Class I
devices are those whose safety and effectiveness can be reasonably ensured
through the use of general controls, such as labeling, adherence to GMP
requirements and the "510-(k)" process of marketing pre-notification. Class II
devices are those whose safety and effectiveness can reasonably be ensured
through implementation of general and special controls, such as performance
standards, post market surveillance, patient registries, and FDA guidelines.
Class III devices are those devices that must receive pre-market approval
("PMA") to insure their safety and effectiveness. They are generally
life-sustaining, life-supporting, or implantable devices, and also include
devices that are not substantially equivalent to a legally marketed Class I or
II device or to a Class III device first marketed prior to May 28, 1976 for
which a PMA has not yet been requested by the FDA.

         On January 4, 2006, we, through our subsidiary Medi-Photonics
Development LLC ("Medi-Photonics"), filed with the FDA our documented request
for a pivotal study commencement of our optical biopsy device, the CD-R. The
proposed indication for the use of the CD-R is as a device that serving as an
adjunct to diagnosis for cancer detection of the cervix and for other molecular
physiological abnormalities. The FDA reviewed our submission proposing a
protocol for a pilot study for the CD-R entitled "A Multi-center Pilot study to
establish the Safety and Parameters of Efficacy of an Optical Biopsy Device
(CDR) for Cancer Detection of Cervix Preliminary to a Pivotal Study," and
determined that our proposed clinical investigation is a non-significant risk
("NSR") device study because it does not meet the definition of a significant
risk ("SR") device under the applicable FDA regulations.

         An IDE application is not required to be submitted to, or approved by,
FDA for an NSR study. An NSR study is, however, subject to the abbreviated
requirements described in the IDE regulations. The sponsor of the investigation
must properly label the device, obtain institutional review board approval of
the investigation as an NSR study; ensure that each investigator obtains
informed consent from each subject under the investigator's care; comply with
the monitoring requirements; maintain required records; file the reports
required; ensure that participating parties maintain required records and file
all reports required.

         Registrant must also comply with the prohibitions against promotion and
other practices. The sponsor of an NSR study, investigator, or any person acting
for or on behalf of the registrant or investigator, is prohibited from promoting
or test marketing the investigational device until after FDA has approved the
device for commercial

                                      -7-


distribution; commercializing the device by charging a price greater them that
necessary to recover the cost of manufacture, research, development, and
handling; unduly prolonging the investigation; and representing the
investigational device as being safe or effective for the purposes for which it
is being investigated.

         Although registrant believes that our cancer diagnostic products will
ultimately be approved, there is no assurance the FDA will act favorably or
quickly in making such reviews and approving our products for sale. We may
encounter delays or unanticipated costs in our efforts to secure needed funding
and all governmental approvals or licenses, which could delay or possibly
preclude us from completing our FDA process and/or marketing our CD products. To
the extent that we intend to market our CD products in foreign markets through
BioScopix or others, we will be subject to foreign governmental regulations, as
well as U.S. regulations, with respect to the manufacture and sale of our
medical device products. We cannot accurately estimate the cost and time that
will be required in order to comply with such regulations.

         Patents and Proprietary Rights

         The following is a summary of patents that we either own or for which
we hold exclusive licenses.

         Medical Diagnostic Optical Technology

         US Patent application US 60/725,670 "Phosphorescence and Fluorescence
Spectroscopy for Detection of Cancer and Pre-Cancer from Normal/Benign regions"

         # 7,192,783 March 20,2007 US Patent issued "Stokes-Shift Fluorescence
spectroscopy for detection of disease and physiological state of specimen".

         #5,042,494, August 27, 1991, Method and Apparatus for Detecting
Cancerous Tissue using Luminescence Excitation Spectra, R. R. Alfano.

         #5,131,398, July 21, 1992, Method and Apparatus for Distinguishing
Cancerous Tissue from Benign Tumor Tissue, Benign Tissue or Normal Tissue using
Native Fluorescence, R. R. Alfano, B. Das, G. Tang.

         #5,261,410, November 16, 1993, Method for determining if a Tissue is a
Malignant Tumor Tissue, a Benign Tumor Tissue, or a Normal Benign Tissue using
Raman Spectroscopy, R. R. Alfano, C. H. Liu, W. S. Glassman.

         #5,293,872, March 15, 1994, Method for Distinguishing between Calcified
Atherosclerotic Tissue and Fibrous Atherosclerotic Tissue or Normal
Cardiovascular Tissue Using Raman Spectroscopy, R. R. Alfano, C. H. Liu

         #5,348,018, September 20, 1994, Method for determining if Tissue is
Malignant as opposed to Non-Malignant using Time-Resolved Fluorescence
Spectroscopy, R. R. Alfano, A. Pradhan, G. C. Tang, L. Wang, Y. Budansky, B. B.
Das.

         #5,413,108, May 9, 1995, Method and Apparatus for Mapping a Tissue
Sample for and Distinguishing Different Regions thereof based on Luminescence
Measurements of Cancer-indicative Native Fluorophor, R. R. Alfano.

         #5,467,767, November 21, 1995, Method for Determining if Tissue is
Malignant as opposed to Non-Malignant using Time-resolved Fluorescence
Spectroscopy, R. R. Alfano, Asima Pradhan, G. C. Tang, L. Wang, Y. Budansky, B.
B. Das.

         #5,635,402, June 3, 1997. Technique for Determining whether a Cell is
Malignant as opposed to Non-malignant using Extrinsic Fluorescence Spectroscopy,
R. R. Alfano, Cheng H. Liu, Wei L. Sha, Yury Budansky.

                                      -8-


         #5,769,081, June 23, 1998, Method for Detecting Cancerous Tissue using
Optical Spectroscopy and Fourier Analysis, R. R. Alfano, A. Katz, Y. Yang.

         #5,849,595, December 15, 1998, Method for Monitoring the Effects of
Chemotherapeutic Agents on Neoplasmic Media, R. R. Alfano, G. C. Tang, S. P.
Schantz.

         #5,983,125, November 9, 1999, Method and apparatus for in vivo
examination of subcutaneous tissues inside an organ of a body using optical
spectroscopy, R. R. Alfano, Y. Budansky.

         #6,006,001, December 21, 1999, Fiber optic assembly useful in optical
spectroscopy, R. R. Alfano, S. Demos, G. Zhang.

         #6,080,584, June 27, 2000, Method and apparatus for detecting the
presence of cancerous and precancerous cells in a smear using native
fluorescence spectroscopy, Robert R. Alfano, Singaravelu Ganesan, and Yury
Budansky.

         #6,091,985, July 18, 2000, Detection of cancer and precancerous
conditions in tissues and/or cells using native fluorescence excitation
spectroscopy, Robert R. Alfano, Singaravelu Ganesan, Alvin Katz, Yang Yuanlong.

         Optical Imaging for Medical Purposes

         US Patent Pending "Three-dimensional Radiative Transfer Tomography for
Turbid Media."

         #5,371,368, December 6, 1994, Ultrafast Optical Imaging of Objects in a
Scattering Medium, R. R. Alfano, P. P. Ho, L. Wang.

         #5,625,458, April 29, 1997, Method and System for Imaging Objects in
Turbid Media using Diffusive Fermat Photons, R. R. Alfano, A. Y. Polishchuk.

         #5,644,429, July 1, 1997 (see #5,371,368), 2-Dimensional Imaging of
Translucent Objects in Turbid Media, R. R. Alfano, P. P. Ho, X. Liang.

         #5,710,429, January 20, 1998, Ultrafast Optical Imaging of objects in
or Behind Scattering Media, R. R. Alfano, Feng Liu, Q. Z. Wang P. Ho, L. M.
Wang, X. Liang.

         #5,719,399, February 17, 1998, Imaging and Characterization of Tissue
based upon the Preservation of Polarized Light transmitted therethrough, R. R.
Alfano, S. G. Demos.

         #5,799,656, September 1, 1998, Optical Imaging of Breast Tissues to
enable the Detection therein of Calcification Regions Suggestive of Cancer, R.
R. Alfano, P. P. Ho, L. Wang, X. Liang, P. Galland.

         #5,813,988, September 29, 1998, Time Resolved Diffusion Tomographic
Imaging in Highly Scattering Turbid Media, R. R. Alfano, W. Cai, F. Liu, M. Lax,
Bidyut B. Das.

         #5,847,394, December 8, 1998, Imaging of Objects Based upon the
Polarization or Depolarization of Light, R. R. Alfano, S. G. Demos.

         #5,931,789, August 3, 1999, Time-resolved diffusion tomographic 2D and
3D imaging in highly scattering turbid media, Robert R. Alfano, Wei Cai, Feng
Liu, Melvin Lax.

         # 6,208,886 B1, March 27, 2001, Non-linear optical tomography of turbid
media, Robert R. Alfano, Yici Guo, Feng Liu, Ping Pei Ho.

         # 6,215,587, April 10, 2001, Microscope imaging inside highly
scattering media, Robert R. Alfano, Gordon Anderson, Feng Liu.

                                      -9-


         On April 14, 2003, we secured the exclusive world-wide license for US
patent "Stokes-Shift Fluorescence Spectroscopy for Detection of Disease and
Physiological State of Specimen". The patent was filed under the Patent
Cooperation Treaty ("PCT") (1970) for EU approval on January 23, 2004 and
continues in that process.

         On October 18, 2005, we agreed to secure the exclusive world-wide
license rights for US patent disclosure US 60/725,670 "Phosphorescence and
Fluorescence Spectroscopy for Detection of Cancer and Pre-Cancer from
Normal/Benign regions" from the Research Foundation of the City University of
New York ("RFCUNY").

         We believe that all recent filings plus our achieved intellectual
property claims in cluster totality inter-relate in the process of
non-invasively detecting cancerous tissue within the body and on issuance would
significantly extend our core intellectual property technology expanding,
maintaining and continuing our intellectual property position in the Molecular
Optical Biopsy field. We regard this continuing accumulated and related patent
cluster as pioneering, blocking and seminal in its area of cancer and
physiological change diagnosis both in-vivo and in-vitro.

         We are seeking patent protection simultaneously in each of a large
number of Western European countries by filing "international" patent
applications. The application is subjected to an "international search. The
search results in an "international search report," a listing of the citations
of such published documents that might affect the patentability of the invention
claimed in the application. The ISA also prepares a written opinion on
patentability. The report and the written opinion are communicated to the
applicant for his decision to continue or not in the process.

         The medical device industry places considerable importance on obtaining
patent protection and protecting trade secrets for new technologies, products,
and processes because of the substantial length of time and expense associated
with bringing new products through development and regulatory approval to the
marketplace. Our inter-related patent cluster was initially acquired through
contract with the RFCUNY. In collaboration with Infotonics, we intend to
concentrate our intellectual property investment and product development effort
of the CD-R and CPE in our most viable market applications. The initial
collaborative research and development agreement of November 9, 2004 between us
and Infotonics was successfully completed as of May 31, 2007. We have executed a
new agreement continuing our collaborative relationship. We believe this
continued collaboration presents an opportunity for the advancement of medical
equipment and diagnostic methods that utilize optical fluorescence and optical
biopsy in the application and interpretation of induced autofluorescence as a
means of assessing biological processes. In furtherance of New York state and
federal grant support, our subsidiary BioScopix was awarded $23,066 on May 24,
2007 by the Finger Lakes New Knowledge Fusion Project Seed Grant Funding
Program, for its proposal entitled, "Use of Vulvar Autofluorescence in Dairy
Cows to Improve Breeding," under the direction of
 our medical consultant Dr. Fredrick Naftolin.

         Accordingly, we file patent applications to protect technologies that
we believe are significant to the development of our business. We either own or
hold exclusive rights to 28 U.S. patents, plus 1 patent in Japan, for a total of
29 patents. There can be no assurance, however, that any pending patent
applications will issue as patents, or if patents do issue, that the claims will
be sufficiently broad to protect what we believe to be our proprietary rights.
In addition, there can be no assurance that issued patents or pending patent
applications will not be challenged or circumvented by competitors, or that the
rights granted there-under will provide us a competitive advantage.

         We also rely on trade secrets and know-how that we seek to protect, in
part, through the use of confidentiality agreements. There can be no assurance
that these agreements will not be breached, that we will have adequate remedies
for any breach, or that our trade secrets and know-how will not otherwise become
known to or independently developed by competitors.

         We have been diligent in the payment of maintenance obligations to the
U.S. Patent Office during the life of each of our significant patents.

         Third Party Reimbursement

         We ultimately will seek reimbursement from third-party payers,
primarily in the U.S. through federal, state, Medicare, Medicaid and private
health insurance plans, and in other countries, typically national government

                                      -10-


sponsored health and welfare plans. Such reimbursement will be subject to the
regulations and policies of governmental agencies and other third-party payers.
Reduced governmental expenditures in the U.S. and in other countries continue to
put pressure on diagnostic procedure reimbursement. We cannot predict what, if
any changes, may be forthcoming in these policies and procedures, nor the effect
of such changes on our business potential of our screening and diagnostic
technology in any endoscopic format.

         Other Technologies and other applications

         In addition to our developments in native tissue fluorescence
spectroscopy we have also invented certain other potentially useful diagnostic
optical imaging technology. The optical imaging technology uses laser light to
image dense tissues by capturing the early photons of light shown through the
imaged tissue and gating off the scattered, later arriving light, which reduces
the interference and results in clearer images than can be traditionally be seen
using currently available optical imaging technologies, such as, computed
tomography scanning or x-rays or mammograms.

         Employees

         As of February 29, 2008, we had one full-time employee, Mr. Katevatis,
our Chairman and CEO, one retained consultant, Dr. Naftolin, and one part-time
employee, Mr. Benick, our CFO.

         Neither the full- or part-time employees nor the retained consultant
are governed by any collective bargaining agreement. We believe the relations
between us and our present employees and retained consultants are satisfactory.

         Scientific/Medical Advisory Board

         We established a Scientific Advisory Board in January 1993 to provide
critical review and analysis of product development programs in the area of
photonics and to serve as a source of information on new and existing product
ideas, new technologies and current research activities. With the now present
emphasis on commercialization of our intellectual property, the Scientific
Advisory Board, consisting of Chairman Dr. Naftolin, Dr. Alfano and one other
continuing member, is being expanded to include increased representation from
the medical arts, including pathology, obstetrics and gynecology, and will be
staffed with medical specialists who are skilled in the medical fields of
primary interest to us in connection with our products. We believe that we have
attracted accomplished clinicians who will help guide us in clinical study
design aimed at gaining regulatory approval for commercial applications of our
diagnostic technology. They will also be called upon to advise us about
priorities and unmet needs in their respective disciplines and in matters such
as physician's habits and preferences that would bear on product design and
configuration.

         The Scientific Advisory Board is paid a fee of $1,000 for each meeting
attended.

         Dr. Fredrick Naftolin, Contracted Senior Medical Consultant

         1955     A.A., University of California, Los Angeles

         1958     B.A., University of California, Berkeley (Honors)

         1961     M.D., University of California, School of Medicine San
                  Francisco (Honors)

         1970     D.Phil., University of Oxford, Oxford, England

         1961-62  Intern, King County Hospital, Seattle, Washington

         1962-66  Resident, Obstetrics and Gynecology, UCLA Medical Center, Los
                  Angeles (D.G. Morton)

         1966-67  Research Training Fellow, University of Washington, Seattle
                  (S. Klebanoff)

                                      -11-


         1967-68  Senior Endocrine Fellow, Department of Medicine, University of
                  Washington, Seattle (C.A. Paulsen)

         1968-70  Graduate studies, University of Oxford, Department of Human
                  Anatomy, Oxford, England (G.W. Harris)

         Professional Experience:

         1986     Director, Center for Research in Reproductive Biology, Yale
                  University

         1984     Professor of Biology, Department of Biology, Yale University
                  (Joint appointment)

         1982-83  Professor Invite, Department of Morphology, University of
                  Geneva, Faculty of Medicine

         1978     Professor and Chairman, Department of Obstetrics and
                  Gynecology, Yale University School of Medicine

         1975-78  Professor and Chairman, Department of Obstetrics and
                  Gynecology, McGill University, Faculty of Medicine, Montreal

         1975-78  Obstetrician and Gynecologist-in-Chief, Royal Victoria
                  Hospital, Montreal

         1973-75  Associate Professor of Obstetrics and Gynecology, Harvard
                  Medical School

         1972-73  Associate Professor of Obstetrics and Gynecology, University
                  of California, San Diego

         1970-72  Assistant Professor of Obstetrics and Gynecology, University
                  of California, San Diego

         1966-68  Research Associate and Assistant Chief, Gynecology Service,
                  USPHS Hospital, Seattle, Washington

         Selected Honors:

         1958     Sigma Xi

         1961     Alpha Omega Alpha

         1968     J.P. Lane Award, United States Public Health Service Clinical
                  Society

         1968-70  NIH Special Research Fellowship (NICHHD)

         1971     Squibb Prize paper, American Fertility Society

         1975     Fellowship, American College of Obstetricians and
                  Gynecologists

         1975     M.A. (Hon.), McGill University, Montreal, Canada

               1978 M.A. (Hon.), Yale University, New Haven, Conn.

         1980     Fellow, Silliman College, Yale University

         1982-83  Fogarty Senior International Fellow

         1983     John Simon Guggenheim Jr. Memorial Fellow

                                      -12-


         1985     Wyeth Lecturer, Canadian Fertility and Andrology Society

         1985     Royal College of Physicians and Surgeons of Canada, Lecturer,
                  University of Saskatchewan, Canada

         1986     Royal College of Physicians and Surgeons of Canada, Lecturer,
                  University of Western Ontario, Canada

         1986     Fellowship, The American Gynecological and Obstetrical Society

         1988     Lecturer, Frontiers of Reproductive Biology, Society for Study
                  of Reproduction

         1988     Plenary Lecturer, First Congress of the International Society
                  of Gynaecological Endocrinology

         1989     Keynote Speaker, 17th Annual New England Endocrine Conference

         1991-92  President, Society for Gynecologic Investigation

         1992-93  Berlex International Scholar

         1997     Latta Distinguished Lecturer, University of Nebraska Medical
                  School

         1997-98  President Elect, North American Menopause Society

         Scientific Committee Chairman, North American Menopause Society

         Fellow ad eundem of the Royal College of Obstetricians and
                  Gynaecologists

         "Frederick Naftolin Fellowship in Reproductive Biology" to be awarded
                  annually by McGill University Faculty of Medicine

         1999     Visiting Professor, "Extraordinary Professor, Chair in
                  Advances in Medicine in Reproduction", Complutense University,
                  Madrid, Spain

         Licensure: California Connecticut

         Specialty Board: Obstetrics and Gynecology (1972)

         Societies: Alpha Omega Alpha, Sigma Xi, The Endocrine Society, The
Pacific Coast Fertility Society (Honorary Member), Canadian Andrology and
Fertility Societies (Honorary Member), Society for Gynecologic Investigation,
International Society of Neuroendocrinology, International Society of
Psychoneuroendocrinology, American Gynecological and Obstetrical Society,
International Society for Gynecological Endocrinology .,Society for
Neuroscience, North American Menopause Society, International Menopause Society,
Israeli Fertility Society

         Editorial Boards:

         1998     Proceedings of the Society for Experimental Biology and
                  Medicine

         1997     Climacteric, Journal of the International Menopause Society

         1996     Founding Editorial Advisory Board, African Journal of
                  Reproductive Health

         1995     Founding Editorial Board, Early Pregnancy: Biology and
                  Medicine

         1993     Founding Editorial Board, Menopause

                                      -13-


         1993     Founding Associate Editor, Journal of the Society for
                  Gynecologic Investigation

         1988-95  Biomedicine and Pharmacotherapy

         1988-93  Resident and Staff Physician

         1987     Gynecological Investigation

         1987-91  Endocrine Reviews

         1987     Video Journal of Obstetrics and Gynecology

         1980-88  Drug Intelligence and Clinical Pharmacy (editorial panel)

         1979-82  New England Journal of Medicine

         1979-82  Journal of Steroid Biochemistry

         1974-92  Psychoneuroendocrinology

         The former Chairman is Dr. Robert R. Alfano, distinguished Professor of
Science and Engineering and the Director of the IUSL at the City College of
CUNY. He is co-author of a number of patents concerning the Company's photonic
technology and a principal stockholder and co-founder of Mediscience. He has
supervised the research and development of our cancer diagnostic technology as
principal investigator at CCNY. In May 1989, Dr. Alfano was elected a Fellow of
the Optical Society of America for his studies of ultra fast phenomena. He
received his B.S. and M.S. degrees in Physics from Farleigh Dickinson University
in 1963 and 1964, respectively. He received his Ph.D. in Physics from New York
University in 1972. Dr. Alfano holds over 73 patents and has published over 600
papers. Dr. Alfano's contract as company paid consultant expired by its terms
March 5, 2007.

         Stimson P. Schantz, M.D. is Director of Cancer Prevention, Department
of Surgery Cornell University Memorial Sloan-Kettering Cancer Center, New York.
Dr. Schantz has been appointed as the principal investigator under the Company's
Clinical Trial Agreement with Memorial Hospital for Cancer and Allied Diseases
and in such capacity, oversees the pilot study of tissue autofluorescence
pursuant to such agreement. Between 1984 and 1991, Dr. Schantz served in various
faculty positions at the M.D. Anderson Cancer Center in the Department of Head
and Neck Surgery. Dr. Schantz is presently a member of the Society of Surgical
Oncology, American Society for Head and Neck Surgeons, the Society of Head and
Neck Surgery, and has served as the Director of research programs and as a
member of the research committee at the University of Texas, M.D. Anderson
Cancer Center. He has been the recipient of several honors and awards, including
the First Independent Investigator Award of the National Cancer Institute
awarded in March 1988 and an NCI contract to study biomarkers awarded in 1995.
Dr. Schantz serves as reviewer and editor of a number of professional medical
publications and is the author of numerous articles, papers, books and chapters,
and abstracts. He was awarded a Bachelor of Arts Degree from Harvard College in
1970 and his M.D. from the University of Cincinnati in 1975. In April, 1998 Dr.
Schantz was recruited to lead a multi-institutional effort revolving around
cancer prevention clinical research programs and constituting a consortium
effort with hospitals in the metropolitan New York City area supported by the
National Cancer Institute approval and high priority rating on a $1.6 million
dollar grant to carry out collaborative clinical trials which will be targeted
specifically at developing Mediscience Technology and positioned to conduct
phase II and phase III trials on a multi-organ basis involving diseases of the
breast, upper and lower aerodigestive tract, and gynecologic tissues.

         Stephane Lubicz, M.D. EDUCATION: 1965-1968 BS, Cum Laude, Free
University of Brussels, Belgium. M.D., Free University of Brussels, Belgium.
PROFESSIONAL EXPERIENCE: Pharmaceutical, Medical and Gynecologic Oncology

         I. Pharmaceutical Industry Experience (A) USA consultant to B. & A,
Inc. The Company operates for the coordination and organization of clinical
trials in Mexico (and throughout Latin America). This includes all Phase II,

                                      -14-


III trials and post marketing surveillance activities through Phase IV Clinical
trials). (B) Medical director, Clinical Development Oncology Daiichi
Pharmaceutical Corporation, Montvale, NJ (08/2000-011/2002)

         (I) Phase III: Project Pancreas- Global (US and Europe: Protocol Global
project (Japan, USA + Mexico, EU)

         (II) Phase II: completion and initiation of multiple Phase II studies:
Solid tumors and leukemia's, initiations and monitoring of sites and
investigators for Phase II (US, Canada, Mexico)

         (2) TZT-1027 project: Global project with Japan and EU (parallel and or
complementary studies in EU and Japan) Phase II: All Solid Tumors. Phase II
includes 3 studies (use of a template protocol for multiple protocols/drug
projects).

         (3) CPT-11 project: Gynecologic Project. Finalization of project in
gynecologic malignancies and selection of endometrial cancer project (a Phase II
study

         Clinical experience: 1969-1971 Rotating Externship, Brussels University
Hospitals, Brussels, Belgium. 1971-1972 Rotating Internship, Brussels University
Hospitals, Brussels, Belgium. 1972-1975 Residency, Obstetrics and Gynecology,
Brussels University Hospital and Affiliated Hospitals, Belgium. 1975-1979.
Residency, Obstetrics and Gynecology. The Jewish Hospital and Medical Center of
Brooklyn, N.Y. 1979-1981 Fellow, Gynecology Oncology, Department of Obstetrics,
Gynecology and Reproductive Sciences. Mount Sinai School of Medicine, New York,
N.Y. 1981-1982 Attending Physician, Department of Obstetrics and Gynecology,
Mount Sinai Hospital Medical Center of Chicago, Chicago, IL. 1981-1982.
Assistant Professor, Rush Medical College, Chicago, IL. 1981-1982. Director of
Medical Education for Residents and Students, Rush Medical College, Chicago, IL.
1982-1984 Full-time Attending, Department of Obstetrics, Gynecology, and
Reproductive Science, The Mount Sinai Medical Center, New York, N.Y. 1982-1984
Assistant Director, Division of Gynecologic- Oncology, Department of Obstetrics
& Gynecology, and Reproductive Science, The Mount Sinai Medical Center, New
York, N.Y. 1982-1991 Instructor, Mount Sinai School of Medicine, New York, N.Y.
1982-1984 Assistant Attending, Department of Obstetrics and Gynecology, The City
Hospital Center at Elmhurst, N.Y. 1982-1984 Assistant Director, Gynecologic
Oncology, Dept of Obstetrics and Gynecology, The City Hospital Center at
Elmhurst, N.Y. 1985 to 1994-Pres Attending, The Mount Sinai Medical Center, New
York, N.Y., LaGuardia Hospital, Queens, N.Y., Doctors Hospital, New York, N.Y.
St. Vincent Hospital, New York, Syosset Community Hospital, L.I. St. Clare's
Hospital, N.Y.C. 1995-1996 Director, Division of Gyn/Oncology St. Vincent's
Hospital, N.Y. 07/00-11/02 Director of Oncology, Clinical development, Daiichi
Pharma.
Corp Montvale, New Jersey (Japan, Canada, Mexico and Europe)

         CERTIFICATION: E.C.F.M.G., July 25, 1973, #202-214-3. Board Certified
in Obstetrics and Gynecology, July 1977, Belgium., Board Certified in Obstetrics
and Gynecology, November 1982, U.S.A., Board Certified in Gynecologic Oncology,
December 1987., HIP Panel, Sub-Specialty Gynecologic Oncology, January 1988-
June 1996.

         Jeremy Rosen DDS presents extensive Medical/Dental/Oral Health
experience regarding FDA Clinical, structuring, management, and overview and
expertise in the area of Dental/Oral applications of the Company's Technology.
Dr. Rosen will be supporting/participating in management presentations seeking
corporate funding and/or corporate relationships. Dr Rosen together with
director William Armstrong have agreed to review registrants interest in oral
cancer diagnostics.

Item 1A. Risk Factors

         The following risk factors should be considered carefully in addition
to the other information presented in this report. This report contains forward
looking statements that involve risks and uncertainties. Our actual results may
differ significantly from the results discussed in the forward looking
statements. Factors that might cause such differences include, but are not
limited to, the following:

         We do not have a long operating history, which makes it difficult for
you to evaluate our business. Because limited historical information is
available on our revenue trends and operations, it will be difficult for you

                                      -15-


to evaluate our business. Our prospects must be considered in light of the
substantial risks, expenses, uncertainties and difficulties encountered by
entrants into the medical device industry, which is characterized by increasing
intense competition and a high failure rate.

         We have a history of losses, and we expect losses to continue. We have
never been profitable, and we have had operating losses since our inception. We
expect our operating losses to continue as we continue to expend substantial
resources to launch our product line, to complete development of our products,
obtain regulatory clearances or approvals, and build our marketing, sales,
manufacturing and finance organizations, and conduct further research and
development. To date, we have been engaged primarily in research and development
efforts. The further development and commercialization of our products will
require substantial development, regulatory, sales and marketing, manufacturing
and other expenditures.

         If we cannot obtain additional funds when needed, we will not be able
to implement our business plan. We will require substantial additional capital
to develop our products, including completing product testing and clinical
trials, (pilot and pivotal) obtaining all required regulatory approvals and
clearances, beginning and scaling up manufacturing, and marketing our products.
We have historically funded a significant portion of our activities through
private placements and available University matching funds. We are seeking a
collaborative partner for our technology and are seeking targeted funding for
our FDA approved March 29, 2006 cervical cancer (Pap test) program. Any failure
to find collaborative partners to fund our capital expenditures, or our
inability to obtain capital through other sources, would limit our ability to
grow and operate as planned. Even if we do enter into an agreement with a
collaborative partner, the obligations of a collaborative partner to fund our
expenditures is largely discretionary and depends on a number of factors,
including our ability to meet specified milestones in the development and
testing of the relevant product. We may not be able to meet these milestones, or
our collaborative partner may not continue to fund our expenditures.

         We bear responsibility for all aspects of our Optical Biopsy platform
product line and our cervical cancer CD-R and Compact Photonic ingestible Pill
product, (developed with a collaborative equity partner Infotonics research). We
may be required to raise additional funds through public or private financing,
additional collaborative relationships or other arrangements. We believe that
our existing capital resources may not be sufficient to fund our operations to
the point of commercial introduction of our monitoring products, our cervical
cancer detection products. . Any failure to achieve adequate funding in a timely
fashion would delay our development programs and could lead to abandonment of
one or more of our development initiatives. Any required additional funding may
not be available on terms attractive to us, or at all. To the extent we cannot
obtain additional funding, our ability to continue to develop and introduce
products to market will be limited. Any additional equity financing will be
dilutive to stockholders, and debt financing, if available, may involve
restrictive covenants that would limit how we conduct our business or finance
our operations.

         If we cannot obtain additional funds when needed, or achieve
profitability we may not be able to continue as a going concern. Our independent
auditors have included an explanatory paragraph in their audit report referring
to our recurring operating losses and a substantial doubt about our ability to
continue as a going concern. Absent additional funding from private or public
equity or debt financings, collaborative or other partnering arrangements, or
other sources and If we do not secure additional funding, we will be unable to
conduct all of our product development efforts as planned, and we may need to
cease operations or sell assets. In addition, the existence of the explanatory
paragraph in the audit report may in and of itself cause our stock price to
decline as certain investors may be restricted or precluded from investing in
companies that have received this notice in an audit report.

         Our ability to sell our products is controlled by government
regulations, and we may not be able to obtain any necessary clearances or
approvals. The design, manufacturing, labeling, distribution and marketing of
medical device products are subject to extensive and rigorous government
regulation including but not limited to FDA which can be expensive and uncertain
and can cause lengthy delays before we can begin selling our products.

         In the United States, the Food and Drug Administration's actions could
delay or prevent our ability to sell our products, which would adversely affect
our growth and strategy plans. In order for us to market our products in the
United States, we must obtain continued clearance or approval from the Food and
Drug Administration. We cannot be sure: that we or any collaborative partners
will make timely filings with the FDA;

                                      -16-


that the FDA will act favorably or quickly on these submissions; that we will
not be required to submit additional information or perform additional clinical
studies; that we would not be required to submit an application for PMA as
described below; or that other significant difficulties and costs will not be
encountered to obtain FDA clearance or approval. The pre-market approval process
is more rigorous and lengthier than the 510(k) clearance process for pre-market
notifications; it can take several years from initial filing and require the
submission of extensive supporting data and clinical information clinical study
data.

         The FDA may impose strict labeling or other requirements as a condition
of its clearance or approval, any of which could limit our ability to market our
products. Further, if we wish to modify a product after FDA clearance of a
pre-market notification or approval of a pre-market approval application,
including changes in indications or other modifications that could affect safety
and efficacy, additional clearances or approvals will be required from the FDA.
Any request by the FDA for additional data, or any requirement by the FDA that
we conduct additional clinical studies or submit to the more rigorous and
lengthier pre-market approval process, could result in a significant delay in
bringing our products to market and substantial additional research and other
expenditures. Similarly, any labeling or other conditions or restrictions
imposed by the FDA on the marketing of our products could hinder our ability to
effectively market our products. Any of the above actions by the FDA could delay
or prevent altogether our ability to market and distribute our products.
Further, there may be new FDA policies or changes in FDA policies that could be
adverse to us.

         In foreign countries, including Latin American and European countries,
we are also subject to government regulation, which could delay or prevent our
ability to sell our products in those jurisdictions. In order for us to market
our products in Latin America or Europe and some other international
jurisdictions, we and our distributors and agents e.g. ALFANIX LTD must obtain
required regulatory registrations or approvals. We must also comply with
extensive regulations regarding safety, efficacy and quality in those
jurisdictions. We may not be able to obtain the required regulatory
registrations or approvals, or we may be required to incur significant costs in
obtaining or maintaining any regulatory registrations or approvals we receive.
Delays in obtaining any registrations or approvals required to market our
products, failure to receive these registrations or approvals, or future loss of
previously obtained registrations or approvals would limit our ability to sell
our products internationally. For example, international regulatory bodies have
adopted various regulations governing product standards, packaging requirements,
labeling requirements, import restrictions, tariff regulations, duties and tax
requirements. These regulations vary from country to country. For example In
order to sell our products in Europe, we must maintain ISO 9001 certification
and CE mark certification, which is an international symbol of quality and
compliance with applicable European medical device directives. Failure to
receive or maintain ISO 9001 certification or CE mark certification or other
international regulatory approvals would prevent us from selling in Europe and
similar requirements would prevent us from selling in Latin American countries.

         Even if we obtain clearance or approval to sell our products, we are
subject to ongoing requirements and inspections that could lead to the
restriction, suspension or revocation of our clearance. We, as well as any
collaborative partners, will be required to adhere to applicable FDA regulations
regarding good manufacturing practice, which include testing, control, and
documentation requirements. We are subject to similar regulations in foreign
countries. Ongoing compliance with good manufacturing practice and other
applicable regulatory requirements will be strictly enforced in the United
States through periodic inspections by state and federal agencies, including the
FDA, and in international jurisdictions by comparable agencies. Failure to
comply with these regulatory requirements could result in, among other things,
warning letters, fines, injunctions, civil penalties, recall or seizure of
products, total or partial suspension of production, failure to obtain
pre-market clearance or pre-market approval for devices, withdrawal of approvals
previously obtained, and criminal prosecution. The restriction, suspension or
revocation of regulatory approvals or any other failure to comply with
regulatory requirements would limit our ability to operate and could increase
our costs.

         Our success largely depends on our ability to obtain and protect the
proprietary information on which we base our products. Our success depends in
large part upon our ability to establish and maintain the proprietary nature of
our technology through the patent process, as well as our ability to possibly
license from others patents and patent applications necessary to develop
products. If any of our patents are successfully challenged, invalidated or
circumvented, or our right or ability to manufacture our products were to be
limited, our ability to continue to manufacture and market our products could be
adversely affected. In addition to patents, we rely on trade secrets and
proprietary know-how, which we seek to protect, in part, through confidentiality
and proprietary

                                      -17-


information agreements. The other parties to these agreements may breach these
provisions, and we may not have adequate remedies for any breach. Additionally,
our trade secrets could otherwise become known to or be independently developed
by competitors.

         We have been issued, or have rights to, 28 U.S. patents (including
those under license). In addition, we have filed for, or have rights to, U.S.
patents (including those under license) that are still pending. One or more of
the patents we hold directly or license from third parties, may be successfully
challenged, invalidated or circumvented, or we may otherwise be unable to rely
on these patents. We have contract obligations to financially maintain these
patents with periodic payments to the US, Japan and EU patent offices which
could be unmet jeopardizing our existing rights. These risks are also present
for the process we use or will use for manufacturing our products. In addition,
our competitors, many of whom have substantial resources and have made
substantial investments in competing technologies, may apply for and obtain
patents that prevent, limit or interfere with our ability to make, use and sell
our products, either in the United States or in international markets.

         The medical device industry has been characterized by extensive
litigation regarding patents and other intellectual property rights. In
addition, the United States Patent and Trademark Office may institute
interference proceedings. The defense and prosecution of intellectual property
suits, Patent and Trademark Office proceedings and related legal and
administrative proceedings are both costly and time consuming. Moreover, we may
need to litigate to enforce our patents, to protect our trade secrets or
know-how, or to determine the enforceability, scope and validity of the
proprietary rights of others. Any litigation or interference proceedings
involving us may require us to incur substantial legal and other fees and
expenses and may require some of our employees to devote all or a substantial
portion of their time to the proceedings. An adverse determination in the
proceedings could subject us to significant liabilities to third parties,
require us to seek licenses from third parties or prevent us from selling our
products in some or all markets. We may not be able to reach a satisfactory
settlement of any dispute by licensing necessary patents or other intellectual
property. Even if we reached a settlement, the settlement process may be
expensive and time consuming, and the terms of the settlement may require us to
pay substantial royalties. An adverse determination in a judicial or
administrative proceeding or the failure to obtain a necessary license could
prevent us from manufacturing and selling our products.

         We are developing our current product line independently from any
collaborative partners, which may require us to access additional capital and to
develop additional skills to produce, market and distribute these products. We
are also currently seeking direct funding for and expect to commercialize our
cervical cancer detection products independently of any collaborative partner.
These activities require additional resources and capital that we will need to
secure. There is no assurance that we will be able to raise sufficient capital
or attract and retain skilled personnel to enable us to finish development,
launch and market these products. Thus, there can be no assurance that we will
be able to commercialize all, or any.

         Because our products, which use different technology or apply
technology in more innovative ways than other medical devices, are or will be
new to the market, we may not be successful in launching our products and our
operations and growth would be adversely affected. Our products are based on new
methods of cervical cancer detection. If our products do not achieve significant
market acceptance, our sales will be limited and our financial condition may
suffer. Physicians and individuals may not recommend or use our products unless
they determine that these products are an attractive alternative to current
tests that have a long history of safe and effective use. To date, our products
have been used by only a limited number of people, and few independent studies
regarding our products have been published. The lack of independent studies
limits the ability of doctors or consumers to compare our products to
conventional products.

         If we are unable to compete effectively in the highly competitive
medical device industry, our future growth and operating results will suffer.
The medical device industry in general and the markets in which we expect to
offer products in particular, are intensely competitive. Many of our competitors
have substantially greater financial, research, technical, and manufacturing,
marketing and distribution resources than we do and have greater name
recognition and lengthier operating histories in the health care industry. We
may not be able to effectively compete against these and other competitors. .
Further, if our products are not available at competitive prices, health care
administrators who are subject to increasing pressures to reduce costs may not
elect to purchase them. Accordingly, competition in this area is expected to
increase.

                                      -18-


         Furthermore, our competitors may succeed in developing, either before
or after the development and commercialization of our products, devices and
technologies that permit more efficient, less expensive non-invasive and less
invasive monitoring, or cancer detection. It is also possible that one or more
pharmaceutical or other health care companies will develop therapeutic drugs,
treatments or other products that will substantially render our products
obsolete.

         We have little manufacturing experience, which could limit our growth.
We do not have manufacturing experience that would enable us to make products in
the volumes that would be necessary for us to achieve significant commercial
sales, and we rely upon our suppliers. In addition, we may not be able to
establish and maintain reliable, efficient, full scale manufacturing at
commercially reasonable costs, in a timely fashion. Difficulties we encounter in
manufacturing scale-up, or our failure to implement and maintain our
manufacturing facilities in accordance with good manufacturing practice
regulations, international quality standards or other regulatory requirements,
could result in a delay or termination of production.

         The availability of third-party reimbursement for our products is
uncertain, which may limit consumer use and the market for our products. In the
United States and elsewhere, sales of medical products are dependent, in part,
on the ability of consumers of these products to obtain reimbursement for all or
a portion of their cost from third-party payers, such as government and private
insurance plans. Any inability of patients, hospitals, physicians and other
users of our products to obtain sufficient reimbursement from third-party payers
for our products, or adverse changes in relevant governmental policies or the
policies of private third-party payers regarding reimbursement for these
products, could limit our ability to sell our products on a competitive basis.
We are unable to predict what changes will be made in the reimbursement methods
used by third-party health care payers. Moreover, third-party payers are
increasingly challenging the prices charged for medical products and services,
and some health care providers are gradually adopting a managed care system in
which the providers contract to provide comprehensive health care services for a
fixed cost per person. Patients, hospitals and physicians may not be able to
justify the use of our products by the attendant cost savings and clinical
benefits that we believe will be derived from the use of our products, and
therefore may not be able to obtain third-party reimbursement.

         Reimbursement and health care payment systems in international markets
vary significantly by country and include both government sponsored health care
and private insurance. We may not be able to obtain approvals for reimbursement
from these international third-party payers in a timely manner, if at all. Any
failure to receive international reimbursement approvals could have an adverse
effect on market acceptance of our products in the international markets in
which approvals are sought.

         Our success depends on our ability to attract and retain scientific,
technical, managerial and finance personnel. Our ability to operate successfully
and manage our future growth depends in significant part upon the continued
service of key scientific, technical and managerial and finance personnel, as
well as our ability to attract and retain additional highly qualified personnel
in these fields. We may not be able to attract and retain key employees when
necessary, which would limit our operations and growth.

         We are significantly influenced by our directors, executive officers
and their affiliated entities. Our directors, executive officers and entities
affiliated with them beneficially owned an aggregate of 20.7% of our outstanding
common stock as of June 6, 2008. Additionally Founders Katevatis and Alfano have
historical and board approved anti-dilution rights of 17% and 4% respectively.
The founders are owed significant non-interest bearing debt which they have the
right to assign at any time or conversely convert upon 60 days notice to the
board at $.25 cents per share. These stockholders, acting together, would be
able to exert significant influence on substantially all matters requiring
approval by our stockholders, including the election of directors and the
approval of mergers and other business combination transactions.

Item 1B.      Unresolved Staff Comments

         Not applicable.

                                      -19-


Item 2.       Description of Property

         We are having on-going discussions with David Smith, President of
Infotonics to establish an incubation site for us for development, assembly and
manufacturing capability on the Infotonics campus in Rochester, New York.

         Our corporate headquarters are located in Cherry Hill, New Jersey. We
have a month-to-month lease dated July 25, 2002 with Mr. Katevatis, our Chairman
and Chief Executive Officer, for use of approximately 3,000 square feet of
office space, pursuant to which we pay no rent but have assumed the obligation
to pay all taxes, maintenance, insurance, utilities and repairs relating to such
premises. We believe that our current facilities adequately provide for our
operations.

Item 3.       Legal Proceedings

         We are not presently a party to any pending litigation, nor, to the
knowledge of our management, is any litigation threatened against us which may
materially affect our operations or business.

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

         None.

                                     PART II

Item 5.       Market for Registrant's Common Equity, Related Stockholder Matters
              and Issuer Purchase of Equity Securities

         Market Information

         Our common stock is traded under the symbol "MDSC" on the OTC Bulletin
Board. The following table sets forth the range of high and low closing bid for
our common stock for the periods set forth below, as reported by Pink Sheets,
LLC. Such quotations represent inter-dealer quotations, without adjustment for
retail markets, markdowns or commissions, and do not necessarily represent
actual transactions.

                                                       High         Low
                                                       ----         ---

             3/1/2006 through 5/31/2006              $  0.195     $  0.12
             6/1/2006 through 8/31/2006                 0.22         0.12
             9/1/2006 through 11/30/2006                0.19         0.11
             12/1/2006 through 2/28/2007                0.182        0.12

             3/1/2007 through 5/31/2007                 0.13         0.082
             6/1/2007 through 8/31/2007                 0.12         0.08
             9/1/2007 through 11/30/2007                0.09         0.052
             12/1/2007 through 2/29/2008                0.07         0.05


         Holders

         As of June 6, 2008, there were approximately 679 holders of record of
our common stock.

         Dividends

         We do not intend to pay cash dividends on our common stock for the
foreseeable future, but currently intend to retain any future earnings to fund
the development and growth of our business. The payment of dividends if any, on
the common stock will rest solely within the discretion of the Board of
Directors and will depend, among

                                      -20-


other things, upon our earnings, capital requirements, financial condition, and
other relevant factors. We have not paid or declared any dividends upon our
common stock since inception.

         Securities Authorized for Issuance Under Equity Compensation Plans

         We have two equity compensation plans. Our 1999 Stock Incentive Plan
(the "1999 Plan") provides for the issuance of up to 25,000,000 incentive and
non-qualified stock options, stock appreciation rights and shares of common
stock to our eligible employees and consultants and our 2003 Consultants Stock
Option, Stock Warrant and Stock Award Plan (the "2003 Plan," and together with
the 1999 Plan, the "Stock Option Plans") provides for the issuance of up to
7,000,000 non-qualified stock options, stock purchase warrants and shares of
common stock to our eligible employees and consultants. Each of the Stock Option
Plans was approved by our Board of Directors and ratified by the holders of a
majority of our issued and outstanding shares of common stock within 12 months
of such board approval. The following table presents certain information
relating to outstanding awards and shares available for future grant under our
Stock Option Plans in accordance with Item 201(d) of Regulation S-K.



                                   Equity Compensation Plan Information
                                                                             Number of securities
                                                                            remaining available for
                                                                             future issuance under
                             Number of securities to    Weighted-average      equity compensation
                             be issued upon exercise   exercise price of       plans (excluding
                             of outstanding options,  outstanding options,  securities reflected in
                               warrants and rights    warrants and rights         column (a))

       Plan category                   (a)                    (b)                     (c)
- ---------------------------  -----------------------  --------------------  ------------------------
                                                                             

Equity compensation plans
approved by security
holders                                 --                      --                  32,000,000

Equity compensation plans
not approved by security
holders                                 --                      --                       --
           Total                        --                      --                  32,000,000



         Recent Sales of Unregistered Securities

         None.

Item 6.       Selected Financial Data

         Not applicable.

Item 7.       Management's Discussion and Analysis of Financial Condition and
              Results of Operations

         The following discussion should be read in conjunction with the
Financial Statements and the notes thereto that appear in Item 8 of this annual
report on Form 10-K.

         Overview

         We operate in one business segment and are principally engaged in the
design and development of medical diagnostic instruments that detect cancer in
people without a traditional biopsy by using light to excite the molecules
contained in tissue and measuring the differences in the resulting molecular
natural fluorescence between cancerous and normal tissue.

         We are currently developing two products based on our technology:

                                      -21-


         o the Cancer Diagnostic Ratiometer ("CD-R"), targeted as a replacement
for traditional Pap Smear tests to diagnose cervical cancer; and

         o the Compact Photonic Explorer ("CPE" or "Photonic Pill"), a small,
optical diagnostic device that can be swallowed, targeted as a replacement for
traditional endoscopy to diagnose cancers of the mouth, esophagus, colon and the
rest of the gastrointestinal system.

         On December 1, 1988, we acquired Laser Diagnostic Instruments, Inc.
("LDI"), whose principle asset was US patent number 4,930,516, "Method and
Apparatus for Detecting Cancerous Tissue Using Visible Luminescence." On August
8, 1998, in a US Patent Office re-examination, the number of claims under this
patent were expanded from 9 to 59. Our research and development activities are
clustered around this patent and 26 related patents acquired by Mediscience as
either owner or exclusive licensee.

         Critical Accounting Policies & Estimates

         Our consolidated financial statements are prepared in conformity with
accounting principles generally accepted in the United States of America. Note 1
to the consolidated financial statements describes the significant accounting
policies and methods used in the preparation of our consolidated financial
statements.

         We have identified the policies below as some of the more critical to
our business and the understanding of our results of operations. These policies
may involve a higher degree of judgment and complexity in their application and
represent the critical accounting policies used in the preparation of our
financial statements. Although we believe our judgments and estimates are
appropriate and correct, actual future results may differ from our estimates. If
different assumptions or conditions were to prevail; the results could be
materially different from our reported results. The impact and any associated
risks related to these policies on our business operations is discussed
throughout Management's Discussion and Analysis of Financial Condition and
Results of Operations where such policies affect our reported and expected
financial results.

         Use of Estimates

         The preparation of our consolidated financial statements, in conformity
with accounting principles generally accepted in the United States, requires
management to make estimates and assumptions that affect the reported amounts of
assets, liabilities and equity 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. These estimates have a
material impact on our financial statements, and are discussed in detail
throughout our analysis of the results of operations.

         In addition to evaluating estimates relating to the items discussed
above, we also consider other estimates, including, but not limited to, patent
licenses and their related costs including the maintenance of patents licenses
and all costs incurred in connection with acquiring patents, patent licenses and
other proprietary rights related to our commercially developed products, income
taxes, and financing operations. We base our estimates on historical experience
and on various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying value of assets, liabilities and equity that are not readily
apparent from other sources. Actual results could differ from those estimates
under different assumptions or conditions.

         Income Taxes

         As part of the process of preparing our consolidated financial
statements we are required to estimate our income taxes in each of the
jurisdictions in which we operate. This process involves us estimating our
actual current tax expense together with assessing temporary differences
resulting from differing treatment of items, for tax and accounting purposes.
These differences result in deferred tax assets and liabilities, which are
included within our consolidated balance sheet. We must then assess the
likelihood that our deferred tax assets will be recovered from future taxable
income and to the extent we believe that recovery is not likely, we must
establish a valuation allowance. In the event that we determine that we would be
able to realize deferred tax assets in the future in excess

                                      -22-


of the net recorded amount, an adjustment to the deferred tax asset would
increase income in the period such determination was made.

         Significant management judgment is required in determining the
valuation allowance recorded against our net deferred tax assets, which consist
of net operating loss carry forwards. We have recorded a valuation allowance of
$7.5 million as of February 29, 2008, due to uncertainties related to our
ability to utilize our deferred tax assets before they expire. The valuation
allowance is based on our estimates of taxable income by jurisdiction in which
we operate and the period over which our deferred tax assets will be
recoverable.

         Fiscal Years Ended February 29, 2008 and February 28, 2007

         Revenues

         We had no revenues during the year ending February 29, 2008 and
February 28, 2007. Our primary focus was our continued development of our
light-based technology.

         General and Administrative Expense

         General and administrative expenses increased approximately $76,000 or
6.5% during the current year ended February 29, 2008 as compared to the year
ended February 28, 2007. This increase is net of both increases and decreases in
key general and administrative expense categories. Included in the increase in
general and administrative expense is a net increase of approximately $32,000 in
salaries & wages. Mr. Katevatis, CEO, entered into a new employment agreement in
March 2007, resulting in an increase of $50,000 per year, which was offset by a
decline of $18,000 for the former President of the Company. The Company also had
an increase in occupancy costs for an office in California totaling
approximately $25,000 for fiscal 2008.

         Included in the increase in general and administrative expenses is an
increase in professional fees approximating $124,000 during the current year
when compared to the prior year. In the current year, the Company engaged
outside counsel for a variety of legal matters to include issuance of
convertible debt, negotiations for employment, SEC filings, research and
development agreements, etc. Also included in the increase in general and
administrative expense is an increase in financing costs approximating $191,000
which are associated with raising capital and the issuance of convertible debt
and related warrants during fiscal year 2008.

         Included as a decrease in general and administrative expense is a
decline in consulting costs approximating $160,000 associated with the
expiration of Dr. Alfano's consulting contract during fiscal year 2008. Also,
advertising, travel and marketing decreased approximately $16,000 in the current
year when compared to the prior year. In the prior year, the Company was very
active in pursuing the establishment of co-promotional arrangements for the
marketing, distributing, and commercial exploitation of cancer detection
technology, along with the promotional activities of raising capital to support
these objectives.

         Included in the decrease in general and administrative expense is a
decrease in consulting costs approximating $65,000 during the current year when
compared to the prior year. These costs are primarily deferred costs which were
amortized as an expense which were associated with corporate management,
investor relations, marketing, development and corporate funding. All other
general and administrative expenses decreased approximately $55,000 during the
current year when compared to the prior year.

         Research and Development Expense

         Research and development expense increased approximately $594,000
during the current year ended February 29, 2008 when compared to the prior year
ended February 28, 2007. This increase was primarily comprised of costs incurred
at Infotonics Technology Center, Inc. in the development of medical diagnostic
systems using tissue fluorescence to detect disease.

                                      -23-


         Liquidity and Capital Resources

         We had a deficiency in working capital as of February 29, 2008 of
approximately $4,591,000 compared to a deficiency of approximately $3,404,000 at
February 28, 2007 or an increase in the deficiency of approximately $1,187,000
for the current year ended February 29, 2008. The increase in the deficiency was
comprised of an increase of approximately $21,000 in current assets and an
increase of approximately $1,208,000 in current liabilities which is primarily
composed of accrued liabilities. The deficiency in working capital is
represented by accruals for professional fees, consulting, salaries, and wages
and other general obligations.

         Cash flows from financing activities was $1,143,000 for the year ended
February 29, 2008, primarily related to the proceeds from the issuance of
convertible debt of $1,043,000 and the issuance of common stock of $100,000. The
proceeds from the private placement will be primarily used for working capital
and clinical development of certain prototypes, regulators, medical and
scientific affairs, and market research.

         Our ability to continue our operations is largely dependent upon
obtaining regulatory approval for the commercialization of our cancer detection
technology. There can be no assurance as to whether or when the various
requisite government approvals will be obtained or the terms or scope of these
approvals, if granted. We intend to defray the costs of obtaining regulatory
approval for the commercialization of such technology by the establishment of
clinical trial arrangements with medical institutions. We intend to continue to
pursue the establishment of co-promotional arrangements for the marketing,
distribution and commercial exploitation of its cancer detection technology.
Such arrangements, if established, may include up-front payments, sharing of
sales revenues after deduction of certain expenses, and/or product development
funding. Our management anticipates that substantial resources will be committed
to a continuation of our research and development efforts and to finance
government regulatory applications. While management believes that we will
obtain sufficient funds to satisfy our liquidity and capital resources needs for
the short term from the private placement of our securities and short term
borrowings, no assurances can be given that additional funding or capital from
other sources, such as co-promotion arrangements, will be obtained on a
satisfactory basis, if at all. In the absence of the availability of financing
on a timely basis, we may be forced to materially curtail or cease our
operations. Our operating and capital requirements, as described above, may
change depending upon several factors, including: (i) results of research and
development activities; (ii) competitive and technological developments; (iii)
the timing and cost of obtaining required regulatory approvals for our products;
(iv) the amount of resources which we devote to clinical evaluation and the
establishment of marketing and sales capabilities; and (v) our success in
entering into, and cash flows derived from, co-promotion arrangements.

         Off-Balance Sheet Arrangements

         We have no off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on the small business issuer's
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources that
is material to investors.

         Recent Accounting Pronouncements

         Reference is made to the Summary of Significant Account Policies
included in the Consolidated Financial Statements for a discussion and analysis
of recently issued accounting pronouncements and their impact on the Company.

Item 7A.      Quantitative and Qualitative Disclosures About Market Risk

         Not applicable.

Item 8.       Financial Statements and Supplementary Data

         The information required by this item appears following Item 15 of this
report and is incorporated herein by reference.

                                      -24-


Item 9.       Changes in and Disagreements With Accountants on Accounting and
              Financial Disclosure

         None.

Item 9A(T).   Controls and Procedures

         Evaluation of disclosure controls and procedures.

         Our Chief Executive Officer and Chief Financial Officer evaluated the
effectiveness of our disclosure controls and procedures as of the end of the
period covered by this report. Based on that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and
procedures as of the end of the period covered by this report are not effective
due to the existence of material weaknesses in our internal control over
financial reporting, discussed below.

         Management's Report on Internal Control Over Financial Reporting.

         Our management is responsible for establishing and maintaining adequate
internal control over financial reporting for the Company.

         Internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. Our system of internal control
over financial reporting includes those policies and procedures that:

         i. pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of
the Company;

         ii. provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of
the Company are being made only in accordance with authorizations of management
and directors of the Company;

         iii. provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the Company's
assets that could have a material effect on the financial statements.

         Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.

         Management performed an assessment of the effectiveness of our internal
control over financial reporting as of February 29, 2008 based upon criteria in
Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO"). Based on this assessment,
management has concluded that the Company's internal control over financial
reporting was not effective as of February 29, 2008 because of the material
weaknesses described below.

         A material weakness is a control deficiency, or combination of control
deficiencies, that results in more than a remote likelihood that a material
misstatement of the financial statements would not be prevented or detected.

         i. We do not have an independent board of directors or audit committee
to oversee our internal control over financial reporting.

         ii. We have a limited number of personnel and as a result, there is
limited segregation of duties amongst the company's employees with respect to
preparation and review of the Company's financial statements.

                                      -25-


         iii. We have limited ability to account for complex equity
transactions, such that our controls relating to disclosure and related
assertions in the financial statements in the area of non-routine transactions
were not adequate.

         iv. We have informal policies and procedures and we lack a formal
budgeting process.

         These material weaknesses may affect management's ability to
effectively review and analyze elements of the financial statement closing
process and prepare financial statements in accordance with generally accepted
accounting principles.

         This annual report does not include an attestation report of the
Company's registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the
Company's registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only
management's report in this annual report.

         Changes in internal control over financial reporting.

         During the last fiscal quarter, there was no change in our internal
control over financial reporting that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.

Item 9B.      Other Information

         None.

                                    PART III

Item 10.      Directors, Executive Officers and Corporate Governance

         The following table sets forth the name, age, position and term of
directorship, as applicable, of each of our directors and executive officers.
Directors are elected annually. Officers are selected by the Board of Directors
and serve at the pleasure of the Board.

Name                             Age                   Position(s)
- ----------------------------     ---     ---------------------------------------
Frank D. Benick, CPA, CVA        59              Chief Financial Officer

Peter Katevatis Esq.             74      Chairman of the Board, Treasurer, Chief
                                                    Executive Officer

John M. Kennedy                  70        Director, Vice President, Secretary

William Armstrong                90                      Director

Michael N. Kouvatas, Esq.        79                      Director

         Each director holds office until the next annual meeting of
shareholders or until their successors have been duly elected and qualified.
Executive officers are appointed and serve at the discretion of the Board of
Directors.

         Management Biographies

         Peter Katevatis has served as Chairman of the Board of Directors and
Chief Executive Officer since 1993 and as a director since 1981. As of April 24,
2006 he has served as interim President. On March 5, 2007 the board extended his
employment agreement as CEO until 2015. Mr. Katevatis was elected Treasurer of
the Company in

                                      -26-


January 1996. Mr. Katevatis has been a practicing attorney in Philadelphia,
Pennsylvania and Marlton, New Jersey, and is licensed as an attorney in New York
and in the District of Columbia. Mr. Katevatis served as trustee of the New
Jersey State's Police and Fireman Retirement Pension Fund from 1989 to 1996 and
as a member of the New Jersey Investment Council from 1990 to December 1992. He
is a member of the American Arbitration Association, serves as a listed
arbitrator with the National Association of Security Dealers, and is a member of
the National District Attorney's Association and the New York Academy of
Science.

         Frank D. Benick has served as our Chief Financial Officer since
November 2005. He has been a partner at the accounting firm of Gust, Dori,&
Benick since 1983.

         John M. Kennedy currently serves as a Vice President and Secretary, and
has been a director since 1982 and chairman of the audit committee since 2000.
Mr. Kennedy served as Vice President since 1983, as Treasurer from 1984 to
January 1996 and as Secretary since 1986. Mr. Kennedy is Chief Executive Officer
of Pepco Manufacturing Co., a sheet metal fabricator for the electronics
industry. Mr. Kennedy also was a director and member of the Audit Committee of
First Peoples Bank of New Jersey from 1979 and also served as a member of its
executive board until 1994, when Core-States Bank purchased First Peoples Bank.

         William W. Armstrong has served as a director since 1978 and as a
member of the audit committee since 2000. Mr. Armstrong has been in retirement
since 1982 following a 36-year career as a research scientist with Pfizer Inc.,
a global consumer health care and pharmaceutical company. Since his retirement,
Mr. Armstrong has continued to serve as a consultant to Pfizer, currently in the
animal health division. Mr. Armstrong has been awarded 14 patents concerning
therapeutic agent dosage delivery systems.

         Michael N. Kouvatas has served as a director since 1971 and as an
independent member of the audit committee as of April 6, 2005. For the past 10
years, Mr. Kouvatas has been an attorney with offices in Haddonfield, New Jersey
and is a principal in various business operations in the Southern New Jersey
area.

         There are no family relationships between any of our directors or
executive officers.

         Corporate Governance

         We seek to follow best practices in corporate governance in a manner
that is in the best interests of our business and stockholders. Our current
corporate governance principles, including the Code Ethics and the charters of
each of the committees of our Board of Directors are all available under
Investor Relations - Sarbanes Compliance on our website at
www.medisciencetech.com. We believe we are in compliance with the corporate
governance requirements imposed by the Sarbanes-Oxley Act and the Securities and
Exchange Commission. We will continue to modify our policies and practices to
meet ongoing developments in this area.

         Board Committees

         Our Board of Directors has six structured standing committees: Audit
Committee, Committee on Corporate Governance, Compensation and Benefits
Committee, Executive Committee, Finance Committee, and Committee on Public
Policy and Social Responsibility. Members of the individual committees are named
below:



                                                                                                         Committee on
                        Committee on                                                                     Public Policy
                         Corporate        Compensation and                                                 and Social
        Audit            Governance           Benefits            Executive             Finance          Responsibility
- ------------------   -----------------   ------------------   -----------------   -----------------   -------------------
                                                                                          
John Kennedy*        Michael Kouvatas    John Kennedy*        John Kennedy*       John Kennedy*        All directors
Michael Kouvatas     John Kennedy*       Michael Kouvatas     Michael Kouvatas*   William Armstrong
William Armstrong    Peter Katevatis     Peter Katevatis*     Peter Katevatis     Michael Kouvatas
                     William Armstrong
(*) Chairperson


                                      -27-


         Audit Committee

         The Audit Committee has responsibility for, among other things:
monitoring the integrity of our accounts, ensuring that they meet statutory and
associated legal and regulatory requirements and reviewing significant financial
reporting judgments contained; monitoring announcements relating to our
financial performance; monitoring and reviewing the effectiveness of our
internal audit function; making recommendations to the Board, regarding the
appointment, re-appointment and removal of the external auditors, as
appropriate; approving the remuneration and terms of engagement of the external
auditors; monitoring and reviewing the external auditors' independence and the
effectiveness of the audit process; developing policy for and pre-approval of
the external auditors to supply non-audit services; monitoring the effectiveness
of internal financial controls; reviewing the operation of the risk management
process; and reviewing arrangements by which staff may raise complaints
regarding financial reporting or other matters.

         The Board of Directors has determined that all of the members of the
Audit Committee meet the independence criteria for audit committees and have the
qualifications set forth in Rule 10A-3 under the Exchange Act.

         The Board of Directors adopted a written charter under which the Audit
Committee operates. The Board of Directors reviews and assesses the adequacy of
the charter of the Audit Committee on an annual basis.

         The Audit Committee held four meetings during the year ended February
29, 2008.

         The Board of Directors has also designated Mr. Kennedy as an audit
committee financial expert within the meaning of Item 401(h) of Regulation S-K
under the Exchange Act.

         Corporate Governance, Compensation and Benefits and Other Committees

         The Committee on Corporate Governance is composed of four directors
three of which are independent. The Committee assesses the size, structure and
composition of the Board and Board Committees and acts as a screening and
nominating committee for candidates considered for election to the Board.

         The Compensation and Benefits Committee, which is composed of two
independent directors, consults generally with management on matters concerning
executive compensation and on pension, savings and welfare benefit plans. It
makes recommendations on compensation generally, executive officer salaries,
bonus awards and stock option grants, special awards and supplemental
compensation.

         The Executive Committee, which is composed of two independent
directors, acts for the Board of Directors when formal Board action is required
between meetings in connection with matters already approved in principle by the
full Board or to fulfill the formal duties of the Board.

         The Finance Committee, which is composed of two independent directors,
considers and makes recommendations on matters related to our financial affairs
and policies, including capital structure issues, dividend policy, investment
and debt policies, asset and portfolio management and financial transactions,
all as necessary.

         The Committee on Public Policy and Social Responsibility, which is
composed of all directors, advises the Board and management on company policies
and practices that pertain to Mediscience's responsibilities and its obligations
as a biomedical company whose products and services might affect health and
quality of life around the world.

         Board and Committee Meeting Attendance

         During the year ended February 29, 2008, the Board of Directors met
three times. Each member of the Board attended at least 75% of the meetings of
the Board and committees on which he served.

                                      -28-


         Directors' Fees

         No compensation has been paid to any individual for services rendered
as a director.

         Compliance with Section 16(a) of the Securities Exchange Act

         Based solely upon a review of Forms 3 and 4 furnished under Rule
16a-3(e) of the Exchange Act during its most recent fiscal year, Forms 5
furnished with respect to our most recent fiscal year and any written
representations received from persons required to file such forms, we believe
that for the fiscal year ended February 29, 2008, our officers, directors and
beneficial owners of more than ten percent of any class of our equity registered
pursuant to Section 12 of the Exchange Act complied with all Section 16(a)
filing requirements applicable to such persons.

         Code of Ethics

         We have adopted a Code of Ethics for all officers and directors which
is filed as Exhibit 14.1 to this Annual Report on Form 10-K and available under
Investor Relations - Sarbanes Compliance on our website at
www.medisciencetech.com. We will provide a copy of our Code of Ethics to any
person, without charge, upon written request to the attention of Mr. Katevatis.
There have been no waivers to any of the Code of Ethics provisions nor any
amendments made to the Code of Ethics during the year ended February 29, 2008.

Item 11.      Executive Compensation

         Compensation paid to Peter Katevatis, as Chief Executive Officer and
Interim President during the three most recently completed fiscal years is set
forth in the Summary Compensation Table below. No other executive officer's
compensation exceeded $100,000 in the fiscal year ended February 29, 2008.



                                                  SUMMARY COMPENSATION TABLE

                                                                                               Nonqualified
                                                                                 Nonequity       Deferred
                                                               Stock   Option  Incentive Plan  Compensation   All Other
                                                              Awards   Awards   Compensation     Earnings    Compensation    Total
Name and Principal Position      Year  Salary ($)  Bonus ($)    ($)     ($)         ($)             ($)          ($)          ($)
                                                                                                   
Peter Katevatis                  2008   $250,000      --        --      --          --              --       $78,824 (1)   $328,824
Chairman, Interim Pres. and      2007    200,000      --        --      --          --              --        78,640 (1)    278,640
Chief Executive Officer (PEO)    2006    200,000      --        --      --          --              --        67,671 (1)   (267,671)



(1)      Includes an annual retainer of $50,000 for the provision of legal
         services, automobile expense of $13,142 and health insurance of $15,582
         for 2008, an annual retainer of $50,000 for the provision of legal
         services, automobile expense of $15,721 and health insurance of $12,919
         for 2007 and an annual retainer of $50,000 for the provision of legal
         services, automobile expense of $ 5,292 and health insurance of $12,379
         for 2006.

         Peter Katevatis, our Chairman of the Board and Chief Executive Officer,
has an employment agreement with us ending March 5, 2015. The agreement provides
that Mr. Katevatis will be compensated at an annual base salary of $200,000 with
a discretionary annual bonus in an amount to be determined in accordance with a
formula to be agreed upon by the Board of Directors and Mr. Katevatis. The
agreement may be terminated by us for cause upon ninety days notice and by Mr.
Katevatis for any reason, and by us without cause, upon sixty days notice. If
Mr. Katevatis is terminated by us without cause, he will be entitled to his base
salary for the balance of the term of the agreement and 200% of his annual bonus
paid for the most recently ended fiscal year.

         Change of Control

         Our 1999 Stock Incentive Plan and our 2003 Consultants Stock Option,
Stock Warrant and Stock Award Plan provide that all outstanding options,
warrants and restricted stock will become vested and immediately exercisable, in
the case of options and warrants, or free from all restrictions, in the case of
restricted stock, upon the change of control of our company.

                                      -29-


         The tables entitled "OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END" and
"DIRECTOR COMPENSATION" and the discussion related to that tables have been
omitted because no compensation required to be reported in those tables was
awarded to, earned by or paid to any of the officers or directors in any of the
covered fiscal years.

Item 12.      Security Ownership of Certain Beneficial Owners and Management and
              Related Stockholder Matters

         The following table sets forth, as of June 6, 2008, certain information
concerning the beneficial ownership of common stock by (i) each person known by
the company to be the owner of more than 5% of the outstanding common stock,
(ii) each director, (iii) each Named Executive Officer, and (iv) all directors
and executive officers as a group. In general, "beneficial ownership" includes
those shares a director or executive officer has the power to vote or the power
to transfer, and stock options and other rights to acquire common stock that are
exercisable currently or become exercisable within 60 days. Except as indicated
otherwise, the persons named in the table below have sole voting and investment
power with respect to all shares shown as beneficially owned by them. The
calculation of the percentage owned is based on 67,250,989 shares outstanding
(plus, with respect only to each holder of securities that are exercisable for
or convertible into common stock within 60 days, shares underlying such
securities).



                                                                                  Percentage of
                                                      Amount and Nature            Outstanding
              Name and Address                     of Beneficial Ownership         Shares Owned
- --------------------------------------------       -----------------------        --------------
                                                                              
William W. Armstrong
P.O. Box 607
Tupper Lake, NY 12986........................               391,000 (1)                   *

Frank D. Benick
100 Main Street
Flemington, NJ 08822.........................                    --                      --

Peter Katevatis
1235 Folkestone Way
Cherry Hill, NJ 08034........................            10,474,007 (2)                 15.6%

John M. Kennedy
802 Chestnut Avenue
Somerdale, NJ 08083..........................             2,424,599 (3)                  3.6%

Michael N. Kouvatas
27 Kings Highway
East Haddonfield, NJ 08033...................               622,666 (4)                   *

All directors and executive
officers as a group (5 persons)..............            13,906,272 (1) (2) (3) (4)     20.7%


- ------------
*Represents less than 1%

(1)      Includes 6,000 shares held by Mr. Armstrong's wife for which Mr.
         Armstrong disclaims beneficial ownership.

(2)      Excludes 200,000 shares owned by Mr. Katevatis's daughter as custodian
         for his grandchildren, and a total of 500,000 shares owned by his sons,
         as to all of which he disclaims beneficial ownership.

(3)      Includes 100,000 shares registered in the name of Mr. Kennedy's wife
         for which Mr. Kennedy disclaims beneficial ownership.

                                      -30-


(4)      Includes (i) 118,000 shares owned by Mr. Kouvatas's wife; (ii) 6,000
         shares for which Mr. Kouvatas is custodian for three (3) of his
         children; (iii) 36,000 shares for which Mr. Kouvatas's daughter is
         custodian for her two children; and (iv) 30,000 shares registered in
         the names of each his children. Mr. Kouvatas disclaims beneficial
         ownership of all of the foregoing shares. Also includes 40,000 shares
         currently in the estate of Mr. Kouvatas's son, of which Mr. Kouvatas
         and his wife are beneficiaries.


Item 13.      Certain Relationships and Related Transactions, and Director
              Independence

         Mr. Katevatis is paid $50,000 for legal services rendered to us during
each fiscal year. Mr. Katevatis received $50,000 for each of our fiscal years
commencing in 1998 through 2008.

         In July 2002, we entered into a month-to-month lease agreement with
Peter Katevatis, our Chairman and Chief Executive Officer, for approximately
3,000 square feet for our corporate offices for which we pay no rent but have
assumed the obligation to pay all taxes, maintenance, insurance, utilities and
repairs relating to such premises. This agreement is still in effect.

         Mr. Katevatis and Dr. Robert Alfano have agreed to forebear any and all
collection action for accrued fees and, in the case of Mr. Katevatis, salary,
including forgiveness of interest, in exchange for the option of converting any
such accrued salary and fees into our common stock at $0.25 per share. If we
receive financing, either may elect to receive all or part of such accrued
salary or fees in cash or common stock. As of February 29, 2008, accrued salary
and fees amounted to $2,014,716 for Mr. Katevatis. As of February 29, 2008,
accrued consulting fees amounted to $1,489,254 for Dr. Alfano.

         Director Independence

         We have developed our own definition for determining whether our
directors and nominees for director, and members of specific committees of the
Board, are independent. This definition is available under Investor Relations -
Sarbanes Compliance on our website at www.medisciencetech.com. The Board has
determined that each of Messrs. Kennedy, Armstrong and Kouvatas is an
"independent director."

Item 14.      Principal Accounting Fees and Services

         Audit Fees

         The aggregate fees billed for each of the fiscal years ended February
29, 2008 and February 28, 2007 for professional services rendered by the
principal accountant for the audit of our annual financial statements and
reviews of the quarterly financial statements was $50,000 and $45,000,
respectively.

         Audit Related Fees

         None.

         Tax Fees

         None.

         All Other Fees

         None.

                                     PART IV

Item 15.      Exhibits and Financial Statement Schedules

         Our consolidated financial statements for the fiscal years ended
February 29, 2008 and February 28, 2007 are filed with this report.

                                      -31-


Exhibit Index

3(i)     Restated Certificate of Incorporation, dated December 9, 2004
         (incorporated by reference to Exhibit 3.1 to Amendment No. 1 on Form
         SB-2/A to our Registration Statement on Form S-3, filed on December 23,
         2004)

3(ii)    By-laws (incorporated by reference to Exhibit 3.2 to Amendment No. 1 on
         Form SB-2/A to our Registration Statement on Form S-3, filed on
         December 23, 2004)

4.1      Form of common stock certificate (incorporated by reference to Exhibit
         4a to Amendment No. 3 our Registration Statement on Form S-1,
         Registration No. 2-42558, filed on September 15, 1972)

4.2      Anti-Dilution Agreement between the registrant and Peter Katevatis,
         dated July 19, 2004 (incorporated by reference to Exhibit 10.1 to
         Amendment No. 1 to our Quarterly Report on Form 10-QSB/A for the
         quarterly period ended May 31, 2004)

+10.1    Employment Agreement dated May 1, 1992 between the registrant and Peter
         Katevatis (incorporated by reference to Exhibit 10.1 to our Annual
         Report on Form 10-K for the fiscal year ended February 28, 1993)

+10.2    Summary of amendment to Employment Agreement between the registrant and
         Peter Katevatis

+10.3    1999 Incentive Stock Option Plan (incorporated by reference to
         Appendix B-1 to our Definitive Information Statement on Schedule 14C as
         filed with the SEC on January 23, 2004)

+10.4    2003 Consultants Stock Option, Stock Warrant and Stock Award Plan
         (incorporated by reference to Appendix A-1 to our Definitive
         Information Statement on Schedule 14C as filed with the SEC on January
         23, 2004)

10.5     Letter Agreement between Memorial Hospital for Cancer and Allied
         Diseases and the registrant dated March 30, 1993 amending Clinical
         Trial Agreement dated June 1, 1992 (incorporated by reference to
         Exhibit 10.11 to our Annual Report on Form 10-K for the fiscal year
         ended February 28, 1993)

10.6     Clinical Trial Agreement effective December 1, 1994 between the
         registrant and the General Hospital Corporation, d.b.a. Massachusetts
         General Hospital (incorporated by reference to Exhibit 10.22 to our
         Annual Report on Form 10-K for the fiscal year ended February 28, 1995)

10.7     Investigational Device Exemption dated January 3, 1997 by the U.S. Food
         and Drug Administration (incorporated by reference to Exhibit A to our
         Current Report on Form 8-K filed on January 6, 1997)

10.8     Consultant Agreement between registrant and Chesterbrook Partners Inc
         dated April 1, 2004 (incorporated by reference to Exhibit 4.7 to our
         Registration Statement on Form S-3, Registration No. 333-117820, filed
         on July 30, 2004)

10.9     SMC agreement, dated May 18, 2007, between the registrant and Dr.
         Fredrick Naftolin (incorporated by reference to Exhibit 99.1 to our
         Current Report on Form 8-K filed on May 22, 2007)

10.10    Agreement, dated June 25, 2007, between the registrant and Infotonics
         Technology Center Inc. (incorporated by reference to Exhibit 10.1 to
         our Current Report on Form 8-K filed on June 25, 2007)

                                      -32-


10.11    Agreement, dated March 3, 2008, between the registrant and Infotonics
         Technology Center Inc. (incorporated by reference to Exhibit 10.1 to
         our Current Report on Form 8-K filed on March 12, 2008)

14.1     Code of Ethics

31.1     Certification of the Chief Executive Officer required by Rule 13a-14(a)
         or Rule 15d-14(a)

31.2     Certification of the Chief Financial Officer required by Rule 13a-14(a)
         or Rule 15d-14(a)

32       Certification of the Chief Executive Officer and the Chief Financial
         Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350

+ Management contract or compensatory plan or arrangement


                                      -33-



                          MEDISCIENCE TECHNOLOGY CORP.
                                AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                     FEBRUARY 29, 2008 AND FEBRUARY 28, 2007






                  MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES



                                 C O N T E N T S
                                 ---------------



                                                                         PAGE
                                                                         ----


      REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM              1


      CONSOLIDATED BALANCE SHEETS                                          2


      CONSOLIDATED STATEMENTS OF OPERATIONS                                3


      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT          4


      CONSOLIDATED STATEMENTS OF CASH FLOWS                                5


      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                         6 - 15





             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors
Mediscience Technology Corp.
Cherry Hill, New Jersey


We have audited the  accompanying  consolidated  balance  sheets of  Mediscience
Technology  Corp. and  subsidiaries  (the "Company") as of February 29, 2008 and
February  28,  2007,  and the related  consolidated  statements  of  operations,
changes in stockholders'  deficit and cash flows for the years then ended. These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  The  Company is not
required  to have,  nor were we engaged  to  perform,  an audit of its  internal
control over financial reporting.  Our audit included  consideration of internal
control over financial  reporting as a basis for designing audit procedures that
are appropriate in the  circumstances,  but not for the purpose of expressing an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a  test  basis,  evidence  supporting  the  amounts  and  disclosures  in the
financial statements. An audit also includes assessing the accounting principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in  all  material  respects,  the  financial  position  of  Mediscience
Technology Corp. and subsidiaries as of February 29, 2008 and February 28, 2007,
and the  results  of their  operations  and their  cash flows for the years then
ended, in conformity with accounting principles generally accepted in the United
States.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As disclosed in Note 1 to the
financial statements,  the Company has no revenues,  incurred significant losses
from operations,  has negative working capital and an accumulated  deficit which
raises  substantial  doubt about its  ability to  continue  as a going  concern.
Management's  plan in regard to these  matters is also  described in Note 1. The
financial   statements   do  not  include  any   adjustments   relating  to  the
recoverability  and  classification  of asset carrying amounts or the amount and
classification  of liabilities that might result should the Company be unable to
continue as a going concern.


/s/ MORISON COGEN LLP

Bala Cynwyd, Pennsylvania
June 5, 2008

                                      F-1




                                  MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES
                                           CONSOLIDATED BALANCE SHEETS
                                     FEBRUARY 29, 2008 AND FEBRUARY 28, 2007



                                                                                        2008            2007
                                                                                   ------------    ------------
                                                                                                   
         ASSETS

CURRENT ASSETS
  Cash                                                                                 $123,582        $138,508
  Prepaid expenses and Other Current Assets                                              60,943          25,536
                                                                                   ------------    ------------

TOTAL CURRENT ASSETS                                                                    184,525         164,044

EQUIPMENT - Net                                                                             345           1,162

DEFERRED CHARGES                                                                        279,189         750,994

OTHER ASSETS                                                                              1,800           1,800
                                                                                   ------------    ------------

TOTAL ASSETS                                                                           $465,859        $918,000
                                                                                   ============    ============


         LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Convertible debt, net of discount of $268,970 and $75,000                            $849,030              $-
  Accounts payable                                                                      128,647          35,971
  Accrued liabilities                                                                 3,798,221       3,531,898
                                                                                   ------------    ------------

TOTAL CURRENT LIABILITIES                                                             4,775,898       3,567,869
                                                                                   ------------    ------------

TOTAL LIABILITIES                                                                     4,775,898       3,567,869
                                                                                   ------------    ------------

STOCKHOLDERS' DEFICIT
  Convertible preferred stock - $.01 par value, 50,000 shares authorized, -0-
    shares issued and outstanding in 2008 and 2007, respectively                             --              --
  Common Stock - $.01 par value;  199,950,000 shares authorized;  67,250,989 and
    64,128,274 shares issued and outstanding in 2008 and 2007, respectively             672,510         641,283

ADDITIONAL PAID-IN CAPITAL                                                           26,394,562      25,073,282

ACCUMULATED DEFICIT                                                                 (31,377,111)    (28,364,434)
                                                                                   ------------    ------------

TOTAL STOCKHOLDERS' DEFICIT                                                          (4,310,039)     (2,649,869)
                                                                                   ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                            $465,859        $918,000
                                                                                   ============    ============


             The accompanying notes are an integral part of these consolidated financial statements.

                                                      F-2



                  MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               YEARS ENDED FEBRUARY 29, 2008 AND FEBRUARY 28, 2007


                                                    2008            2007
                                               ------------    ------------
   SALES                                       $         --    $         --

   COST OF SALES                                         --              --
                                               ------------    ------------

   GROSS PROFIT                                          --              --
                                               ------------    ------------

   GENERAL AND ADMINISTRATIVE EXPENSE             1,231,814       1,156,102

   RESEARCH AND DEVELOPMENT EXPENSE                 853,774         260,137
                                               ------------    ------------

   TOTAL EXPENSE                                  2,085,588       1,416,239
                                               ------------    ------------

   LOSS FROM OPERATIONS                          (2,085,588)     (1,416,239)

   OTHER INCOME (EXPENSE)

         Interest Income                              9,172           3,691
      Interest Expense                              (87,231)           (647)
   Accretion of Discount on Convertible Debt       (849,030)             --
                                               ------------    ------------
        Total Other Income and (Expense)           (927,089)          3,044
                                               ------------    ------------

   NET LOSS                                     $(3,012,677)    $(1,413,195)
                                               ============    ============


   BASIC AND DILUTED NET LOSS PER
   COMMON SHARE                                     $(0.046)        $(0.023)
                                               ============    ============

   BASIC AND DILUTED WEIGHTED AVERAGE
   NUMBER OF SHARES OUTSTANDING                  65,809,310      62,280,549
                                               ============    ============


              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                      F-3




                                            MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES
                                     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
                                         YEARS ENDED FEBRUARY 29, 2008 AND FEBRUARY 28, 2007


                                                 Preferred Stock        Common Stock
                                               -------------------  ---------------------
                                                                                            Additional      Common
                                                 Number                Number                Paid-in         Stock      Accumulated
                                               of Shares   Amount    of Shares    Amount     Capital       Subscribed     Deficit
                                               ---------  --------  ----------  ---------  ------------   -----------  ------------

                                                                                                      
BALANCE AT FEBRUARY 28, 2006                          --  $     --  59,553,893  $ 595,540  $ 24,462,292   $        --  $(26,951,239)

  Issuance of stock - prepaid lease                   --        --     150,000      1,500        19,500            --            --
  Issuance of stock - future consulting
    services                                          --        --   1,072,000     10,720       156,800            --            --
  Issuance of stock - anti-dilution rights            --        --     760,050      7,599        (7,599)           --            --
  Issuance of stock - cancellation of
    accrued expenses                                  --        --     166,666      1,667        26,666            --            --
  Issuance of stock - consulting services             --        --      93,000        930        13,950            --            --
  Issuance of stock - cash                                           2,332,665     23,327       326,673            --            --
  Discount on debt due to beneficial
    conversion option                                 --        --          --         --        75,000            --            --
  Net loss for the year ended
    February 28, 2007                                 --        --          --         --            --            --    (1,413,195)
                                               ---------  --------  ----------  ---------  ------------   -----------  ------------

BALANCE AT FEBRUARY 28, 2007                          --        --  64,128,274    641,283    25,073,282            --   (28,364,434)

  Issuance of stock - anti-dilution rights            --        --     508,429      5,084        (5,084)                         --
  Issuance of stock - for cash                        --        --   1,000,000     10,000        90,000            --            --
  Issuance of stock - future consulting
    services                                          --        --     900,000      9,000        66,000            --            --
  Issuance of warrants - prepaid financing
    charges                                           --        --          --         --        91,650            --            --
  Discount on debt due to beneficial
    conversion option                                 --        --          --         --     1,043,000            --            --
  Issuance of stock - prepaid lease                   --        --     714,286      7,143        35,714            --            --
  Net loss for the year ended
    February 29, 2008                                 --        --          --         --            --            --    (3,012,677)
                                               ---------  --------  ----------  ---------  ------------   -----------  ------------

BALANCE AT FEBRUARY 29, 2008                          --  $     --  67,250,989  $ 672,510  $ 26,394,562   $        --  $(31,377,111)
                                               =========  ========  ==========  =========  ============   ===========  ============


                      The accompanying notes are an integral part of these consolidated financial statements.


                                                                F-4





                     MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                  YEARS ENDED FEBRUARY 29, 2008 AND FEBRUARY 28, 2007



                                                               2008           2007
                                                           -----------    -----------
                                                                        
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                               $(3,012,677)   $(1,413,195)
    Adjustments to reconcile net loss
      to net cash used in operating activities
        Depreciation                                               817            945
        Amortization of deferred costs                         546,805        531,208
        Accretion of discount on convertible debt              849,030             --
        Amortization of prepaid financing costs                 76,093             --
        Common stock issued for other services                      --         14,880
        (Increase) decrease in assets
          Prepaid expenses                                      23,007           (505)
        Increase (decrease) in liabilities
          Accounts payable                                      92,676          6,767
          Accrued liabilities                                  266,323        436,773
                                                           -----------    -----------

    Net cash used in operating activities                   (1,157,926)      (423,127)
                                                           -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from issuance of convertible debt               1,043,000         75,000
    Issuance of common stock for cash                          100,000        350,000
                                                           -----------    -----------

    Net cash provided by financing activities                1,143,000        425,000
                                                           -----------    -----------

NET INCREASE (DECREASE) IN CASH                                (14,926)         1,873

CASH - BEGINNING OF YEAR                                       138,508        136,635
                                                           -----------    -----------

CASH - END OF YEAR                                            $123,582       $138,508
                                                           ===========    ===========

SUPPLEMENTAL SCHEDULE OF NON-CASH
  FINANCING ACTIVITIES:
     Common stock issued for prepaid lease                     $42,857        $21,000
                                                           ===========    ===========
    Common stock issued for deferred charges                   $75,000       $167,520
                                                           ===========    ===========
    Common stock issued for cancellation of debt           $        --        $28,333
                                                           ===========    ===========
    Common stock issued - anti-dilutive rights                  $5,084         $7,599
                                                           ===========    ===========
    Discount on debt due to beneficial conversion option    $1,043,000        $75,000
                                                           ===========    ===========
    Warrants issued for prepaid financing charges              $91,650    $        --
                                                           ===========    ===========

 The accompanying notes are an integral part of these consolidated financial statements.


                                         F-5



                  MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     FEBRUARY 29, 2008 AND FEBRUARY 28, 2007

NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of the Business
- ----------------------
The  consolidated  financial  statements  include the  accounts  of  Mediscience
Technology  Corp.  ("Mediscience")  and  its  wholly-owned  subsidiaries,  Laser
Diagnostic  Instruments,  Inc.  ("Laser"),  Photonics for Women's Oncology,  LLC
("Photonics")  and  Mediphotonics   Development,   LLC  ("Mediphotonics"),   and
Bioscopix,  Inc.  ("Bioscopix"),  (collectively the "Company").  All significant
intercompany  transactions  and balances have been eliminated in  consolidation.
Bioscopix and Mediphotonics are the only active subsidiaries of the Company.

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.

Management's Plan
- -----------------
The Company is subject but not limited to a number of risks  similar to those of
other  companies  at this  stage of  development,  including  dependence  on key
individuals,  the  development of  commercially  usable  products and processes,
competition  from substitute  products or alternative  processes,  the impact of
research and product development  activity,  competitors of the Company, many of
whom have greater  financial or other  resources than those of the Company,  the
uncertainties related to technological improvements and advances, the ability to
obtain adequate additional financing necessary to fund continuing operations and
product development and the uncertainties of future  profitability.  The Company
expects to incur  substantial  additional  costs  before  beginning  to generate
income from  product  sales,  including  costs  related to ongoing  research and
development   activities,   preclinical   studies  and  regulatory   compliance.
Substantial additional financing is needed by the Company.

The Company has no revenues, incurred significant losses from operations, has an
accumulated  deficit and a highly  leveraged  position  that raises  substantial
doubt  about  the  Company's  ability  to  continue  as  a  going  concern.  The
consolidated  financial  statements do not include any  adjustments  relating to
recoverability  and  classification  of recorded asset amounts or the amount and
classification  of  liabilities  that might be  necessary  should the Company be
unable to continue as a going concern.  The Company expects to incur substantial
expenditures to further the development and  commercialization  of its products.
To  achieve  this,  management  will  seek to  enter  into an  agreement  with a
consulting  firm  to be an  advisor  and  explore  options  for the  Company  to
commercialize  its technology,  will seek additional  financing  through private
placements  or other  financing  alternatives,  and might  also seek to sell the
Company or its technology.  There can be no assurance that continued  financings
will be  available  to the Company or that,  if  available,  the amounts will be
sufficient or that the terms will be acceptable to the Company.

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.

Equipment
- ---------
Equipment is stated at cost.  Depreciation  is computed using the  straight-line
method over an  estimated  useful life of five years.  Depreciation  expense was
$817 and $945 in 2008 and 2007, respectively.

                                      F-6


                  MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     FEBRUARY 29, 2008 AND FEBRUARY 28, 2007

NOTE 1 - NATURE OF  BUSINESS  AND  SUMMARY OF  SIGNIFICANT  ACCOUNTING  POLICIES
(CONT.)

Income Taxes
- ------------
The Company  accounts for income taxes under  Statement of Financial  Accounting
Standards ("SFAS") No. 109, Accounting for Income Taxes, which requires an asset
and liability  approach to financial  accounting and reporting for income taxes.
Deferred income tax assets and  liabilities are computed  annually for temporary
differences  between  the  financial  statement  and tax  bases  of  assets  and
liabilities  that will  result in  taxable or  deductible  amounts in the future
based on  enacted  tax laws and rates  applicable  to the  periods  in which the
differences  are expected to affect  taxable  income.  Valuation  allowances are
established  when necessary to reduce deferred tax assets to the amount expected
to be  realized.  Income tax  expense is the tax payable or  refundable  for the
period  plus or minus the change  during the period in  deferred  tax assets and
liabilities.

Research and Development
- ------------------------
Research and  development  costs are charged to operations  when  incurred.  The
amounts  charged  to  expense  were  $853,774  and  $260,137  in 2008 and  2007,
respectively.

Loss per Common Share
- ---------------------
In  accordance  with SFAS No. 128,  "Earnings  per Share," basic and diluted net
loss per share is computed using net loss divided by the weighted average number
of shares of common  stock  outstanding  for the period  presented.  Because the
Company  reported a net loss for each of the years ended  February  29, 2008 and
February 28, 2007, common stock  equivalents  consisting of options and warrants
were anti-dilutive; therefore, the basic and diluted net loss per share for each
of these periods were the same.

Accounting for Stock-Based Compensation
- ---------------------------------------
The Company  accounts for  stock-based  compensation in accordance with SFAS No.
123R,  Share-Based  Payment,  which  addresses the  accounting  for  share-based
payment  transactions  in which an  enterprise  receives  employee  services  in
exchange for (a) equity  instruments of the enterprise or (b)  liabilities  that
are based on the fair value of the enterprise's  equity  instruments or that may
be settled by the issuance of such equity instruments.  SFAS No. 123R eliminates
the  ability to account  for  share-based  compensation  transactions  using the
intrinsic value method under APB Opinion No. 25, and requires  instead that such
transactions  be accounted for using a  fair-value-based  method.  The Company's
assessment of the estimated stock-based  compensation expense is affected by the
Company's  stock  price as well as  assumptions  regarding  a number of  complex
variables  and the related  tax impact.  These  variables  include,  but are not
limited to, the Company's  stock price,  volatility,  and employee  stock option
exercise  behaviors  and the  related tax impact.  The  Company  will  recognize
stock-based compensation expense on all awards on a straight-line basis over the
requisite service period using the modified  prospective method. The adoption of
SFAS No. 123R effective March 1, 2006 had no effect on the Company's  results of
operations since there were no nonvested options at March 1, 2006 and there were
no employee  stock options  issued  during the year ended  February 29, 2008 and
February 28, 2007.

Concentration of Credit Risk Involving Cash
- -------------------------------------------
The Company may have deposits  with major  financial  institutions  which exceed
Federal Deposit  Insurance limits during the year. These financial  institutions
have strong credit ratings,  and management  believes the credit risk related to
these deposits is minimal.

Recently Issued Accounting Pronouncements
- -----------------------------------------
In  June,  2006,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Interpretation  No. 48 ("FIN 48"),  Accounting for  Uncertainty in Income Taxes.
FIN 48 prescribes  detailed  guidance for the financial  statement  recognition,
measurement  and  disclosure  of  uncertain  tax  positions   recognized  in  an
enterprise's  financial  statements in accordance  with FASB  Statement No. 109,
Accounting     for    Income    Taxes.     Tax    positions    must    meet    a
more-likely-than-not-recognition   threshold  at  the   effective   date  to  be
recognized  upon the  adoption of Fin 48 and in  subsequent  periods.  FIN 48 is
effective for fiscal years  beginning after December 15, 2006, and was effective
for us beginning  with the first quarter of 2007,  and the  provisions of FIN 48
will be applied  to all tax  positions  under  Statement  No.  109 upon  initial
adoption.   The   cumulative   effect  of  applying  the   provisions   of  this
interpretation  will be reported  as an  adjustment  to the  opening  balance of
retained  earnings  for that fiscal year.  The Company  adopted FIN 48 effective
March 1, 2007.  The  adoption  of FIN 48 did not  require an  adjustment  to the
opening balance of retained earnings at March 1, 2007.

                                      F-7


                  MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     FEBRUARY 29, 2008 AND FEBRUARY 28, 2007

NOTE 1 - NATURE OF  BUSINESS  AND  SUMMARY OF  SIGNIFICANT  ACCOUNTING  POLICIES
(CONT.)

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements  ("SFAS
No. 157").  SFAS No. 157  establishes  a framework for measuring  fair value and
expands  disclosures  about  fair  value  measurements.  The  changes to current
practice resulting from the application of SFAS No. 157 relate to the definition
of fair  value,  the  methods  used  to  measure  fair  value  and the  expanded
disclosures about fair value  measurement.  SFAS No. 157 is effective for fiscal
years after November 15, 2007 and interim periods within those fiscal years. The
Company  does not believe that the  adoption of the  provisions  of SFAS No. 157
will  impact  the  amounts  reported  in  the  financial  statements,   however,
additional  disclosures  will be  required  about the inputs used to develop the
measurements  of fair value and the effect of certain  measurements  reported on
the Statement of Operations.

In  February  2007,  the FASB issued  SFAS No.  159,  The Fair Value  Option for
Financial  Assets  and  Financial  Liabilities  ("SFAS No.  159").  SFAS No. 159
permits  entities to choose to measure many  financial  instruments  and certain
other items at fair value that are not currently required to be measured at fair
value.  The objective is to improve  financial  reporting by providing  entities
with the  opportunity  to mitigate  volatility  in reported  earnings  caused by
measuring  related assets and  liabilities  differently  without having to apply
complex hedge accounting provisions.  SFAS No. 159 also establishes presentation
and disclosure  requirements designed to facilitate comparisons between entities
that choose  different  measurement  attributes  for similar types of assets and
liabilities.  SFAS No. 159 is  effective  for  financial  statements  issued for
fiscal years beginning after November 15, 2007 and will become effective for the
Company  beginning  with the first  quarter  of 2008.  The  Company  has not yet
determined  whether it will adopt this statement and its impact on its financial
statements and footnote disclosures.

In  December  2007,  the FASB  issued  SFAS No.  141  (revised  2007),  Business
Combinations  ("SFAS 141R"),  which establishes  principles and requirements for
how an  acquirer  recognizes  and  measures  in  its  financial  statements  the
identifiable  assets  acquired,  the  liabilities  assumed,  any  noncontrolling
interest in the acquiree and the goodwill  acquired.  SFAS 141R also establishes
disclosure requirements for users of financial statements to evaluate the nature
and financial  effects of the business  combination.  SFAS 141R is effective for
the Company starting January 1, 2009 and will change the accounting for business
combinations on a prospective basis.

In December  2007,  the FASB issued  SFAS No.  160,  Noncontrolling  Interest in
Consolidated Financial Statements - an amendment of Accounting Research Bulletin
No. 51 ("SFAS 160"). SFAS 160 establishes accounting and reporting standards for
ownership  interests in subsidiaries held by parties other than the parent,  the
amount  of  consolidated  net  income  attributable  to  the  parent  and to the
noncontrolling  interest,  changes in a  parent's  ownership  interest,  and the
valuation of retained  noncontrolling  equity  investments  when a subsidiary is
deconsolidated.  SFAS 160 also establishes disclosure  requirements that clearly
identify and  distinguish  between the interests of the parent and the interests
of the  noncontrolling  owners.  This  statement  is  effective  for the Company
beginning  March 1, 2009. This statement is not currently  applicable  since its
subsidiaries are wholly-owned.

In March 2008, the FASB issued  Statement No. 161,  Disclosure  about Derivative
Instruments and Hedging  Activities ("SFAS 161"),  which is effective for fiscal
years beginning after November 15, 2008. SFAS 161 requires enhanced  disclosures
about  derivative  instruments  and  hedging  activities  to allow  for a better
understanding  of their  effects on an entity's  financial  position,  financial
performance and cash flows. Among other things, SFAS 161 requires disclosures of
the fair values of derivative  instruments and associated  gains and losses in a
tabular  formant.  The Company has not yet determined the impact of the adoption
of SFAS 161 on its financial statements and footnote disclosures.

                                      F-8


                  MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     FEBRUARY 29, 2008 AND FEBRUARY 28, 2007

NOTE 2 - RELATED PARTY TRANSACTIONS

Legal services  rendered by Mr. Peter Katevatis  amounted to $50,000 for each of
the two years ended  February 29, 2008 and February 28, 2007.  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  $18,762  and $20,897 in 2008 and 2007,  respectively,  and are
recorded in general and administrative expense.

See Note 7 for details regarding the Company's  consulting agreement with one of
its  principal  stockholders  and Note 4 for  related  party  loans and  accrued
liabilities.

NOTE 3 - DEFERRED CHARGES

In fiscal 2008 and 2007, the Company  issued 900,000 and 1,072,000  fully vested
restricted  shares  of its  common  stock  at fair  market  value  to  different
consulting  groups in exchange for a variety of services to be rendered,  over a
period of 12 and 6 - 24 months,  respectively,  for  matters  such as  corporate
management, marketing opportunities, product development and research, corporate
funding,  investor  relations  and FDA  clinical  trials.  These costs have been
capitalized  and will be  recognized  ratably over the terms of the  agreements.
Expected future amortization of deferred charges is as follows:

                       Years Ending
                   --------------------

                     February 28, 2009       $  178,642
                     February 28, 2010          100,547
                                             ----------
                                             $  279,189
                                             ==========

NOTE 4 - ACCRUED LIABILITIES

Accrued liabilities consist of the following:

                                                 2008         2007
                                             ----------   ----------
            Legal and professional fees        $228,382     $227,381
            Consulting and university fees    1,440,615    1,438,415
            Salaries and wages                1,949,758    1,764,667
            Other                               179,466      101,435
                                             ----------   ----------
                     Totals                  $3,798,221   $3,531,898
                                             ==========   ==========

Accrued  legal and  professional  fees  include  services  rendered by Mr. Peter
Katevatis.  The amount of the accrual was $75,958 and $75,958 as of February 29,
2008 and February 28, 2007, respectively (Note 2).

Accrued  consulting  and  university  fees include  costs owed to Dr.  Robert R.
Alfano,  a  principal  stockholder  and  chairman  of the  Company's  Scientific
Advisory Board (Note 7), with respect to his consulting  agreement of $1,397,019
and $1,394,818 as of February 29, 2008 and February 28, 2007, respectively.

Accrued expense  reimbursements of $92,235 and $92,235 were due to Dr. Alfano at
February 29, 2008 and February 28, 2007, respectively.

Accrued  salaries and wages include  amounts due to Mr.  Katevatis of $1,938,758
and $1,689,667,  and $11,000 and $15,000 to Mr. Frank D. Benick, Chief Financial
Officer,  and $-0- and $60,000 due to Mr.  Englehart,  former  President,  as of
February 29, 2008 and February 28, 2007, respectively.

                                      F-9


                  MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     FEBRUARY 29, 2008 AND FEBRUARY 28, 2007

NOTE 5 - CONVERTIBLE DEBT

On January 10,  2007,  the Company  commenced a Private  Placement  Offering for
$2,000,000 of 12% convertible  promissory  notes ("the Notes") in amounts of not
less than $25,000. The Notes shall be due and payable, together with accrued and
unpaid  interest,  on the  earlier  of April 15,  2008 for the first  $1,000,000
tranche and April 15, 2009 for the second $1,000,000  tranche (of which $118,000
has been raised as of February 29, 2008) or three months after the completion of
the initial public  offering ("the IPO") of the shares of Bioscopix.  Holders of
the Notes may convert the notes into (i) cash in the amount of the principal and
accrued and unpaid interest due and a warrant  exercisable  until April 15, 2009
to purchase  shares of Bioscopix  in an amount equal to 50% of the  principal of
the Notes at an exercise price of 120% of the five day volume  weighted  average
price  preceding  the  effective  date of the IPO of Bioscopix or (ii) shares of
Bioscopix  at a price equal to 50% of the IPO price of the  Bioscopix  shares of
common stock in an amount equal to the principal and accrued and unpaid interest
due on the Notes.  In accordance with EITF 00-27 under option (ii), the carrying
value  of the  Notes  was  reduced  by the  intrinsic  value  of the  beneficial
conversion  option resulting in a carrying value of $0. On January 29, 2008, the
Notes were  modified  to provide  for two  additional  options.  In  addition to
options (i) and (ii),  Holders of the notes may now also  convert the notes into
(iii)  BioScopix  stock with a six month lockup in the amount of  principal  and
accrued  interest and receive 50% warrant coverage at 75% of the BioScopix stock
IPO price and (iv)  combination of alternatives  (ii) and (iii).  The additional
options did not require an adjustment to the value of the Notes.  As of February
29,  2008,  and February  28,  2007,  $1,118,000  and $75,000 of Notes have been
issued with related discount of $1,118,000 and $75,000,  respectively. The Notes
will be  accreted  to their  maturity  value over the term of the Notes.  During
fiscal years 2008 and 2007, accretion of discount amounted to $849,030 and $-0-,
respectively.

Effective  April 15,  2008,  the first  $1,000,000  tranche of the Notes were in
default.  Under  the terms of the  Notes,  in the event of  default  the  entire
principal  and unpaid  accrued  interest is  immediately  due and  payable.  The
January 29, 2008  modification  of the Notes provided two additional  options to
the Note holders as compensation  for the delay of the IPO which is now expected
to take place prior to April 15,  2009.  As of June 5, 2008,  there have been no
demands for repayment by the Note holders.

NOTE 6 - INCOME TAXES

There is no income tax benefit for operating losses for the years ended February
29, 2008 and February 28, 2007 due to the following:

         Current tax benefit - the  operating  losses  cannot be carried back to
         earlier years.

         Deferred  tax  benefit  - the  deferred  tax  assets  were  offset by a
         valuation  allowance  required by FASB Statement 109,  "Accounting  for
         Income Taxes." The valuation allowance is necessary because,  according
         to criteria  established  by FASB Statement 109, it is more likely than
         not that the  deferred  tax asset will not be realized  through  future
         taxable income.

The components of the net deferred income tax asset and liability as of February
29, 2008 and February 28, 2007 are as follows:

                                                 2008          2007
                                             -----------   -----------
         Deferred income tax asset:
           Net operating loss carryforward    $7,452,874    $6,384,718
           Valuation allowance                 7,452,874    (6,384,718)
                                             -----------   -----------
         Deferred income tax liability                --            --
                                             -----------   -----------
                         Totals              $        --   $        --
                                             ===========   ===========

As of February  29,  2008 and  February  28,  2007,  the  Company has  valuation
allowances of $7,452,874 and $6,384,718,  respectively, which relates to federal
and state net operating loss  carryforwards.  The Company evaluates a variety of
factors in  determining  the amount of the  valuation  allowance,  including the
Company's earnings history,  the number of years the Company's  operating losses
can be carried forward, the existence of

                                      F-10


                  MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     FEBRUARY 29, 2008 AND FEBRUARY 28, 2007

NOTE 6 - INCOME TAXES (CONT.)

taxable  temporary  differences,  and near-term  earnings  expectations.  Future
reversal of the valuation  allowance will be recognized  either when the benefit
is realized or when it has been  determined that it is more likely than not that
the benefit will be realized  through future  earnings.  As of February 29, 2008
and February 28,  2007,  the Company has net  operating  loss  carryforwards  of
approximately $20,090,000 and $17,471,000, respectively for federal purposes and
$10,476,000 and $7,482,000,  respectively, for state purposes, which may be used
to reduce future income subject to income taxes.

The net operating losses are scheduled to expire in the following years:

                                   Federal        State         Total
                                 -----------   -----------   -----------
           2009                  $   854,000   $        --   $   854,000
           2010                      615,000       129,000       744,000
           2011                    1,136,000       315,000     1,451,000
           2012                    1,556,000       216,000     1,772,000
           2013                    2,636,000       850,000     3,486,000
           2014                    1,128,000     2,358,000     3,486,000
           2015                           --     2,197,000     2,197,000
           2016                           --     1,399,000     1,399,000
           2017                           --     3,012,000     3,012,000
           2019(*)                   808,000            --       808,000
           2020(*)                   943,000            --       943,000
           2021(*)                   298,000            --       298,000
           2022(*)                   316,000            --       316,000
           2023(*)                   182,000            --       182,000
           2024(*)                   790,000            --       790,000
           2025(*)                 2,284,000            --     2,284,000
           2026(*)                 2,156,000            --     2,156,000
           2027(*)                 1,388,000            --     1,388,000
           2028(*)                 3,000,000            --     3,000,000
                                 -----------   -----------   -----------
             Total               $20,090,000   $10,476,000   $30,566,000
                                 ===========   ===========   ===========

(*)  Under the  Taxpayer  Relief  Act of 1997,  the  carryforward  period of net
operating losses arising after May 1, 1998 was extended from 15 to 20 years.

As previously  mentioned in Note 1 on March 1, 2007, the Company adopted FIN 48,
which  provides  guidance for the  recognition  and  measurement  of certain tax
positions  in an  enterprise's  financial  statements.  Recognition  involves  a
determination  of whether it is more likely than not that a tax position will be
sustained upon  examination  with the presumption  that the tax position will be
examined  by the  appropriate  taxing  authority  having full  knowledge  of all
relevant  information.  The adoption of FIN 48 did not have a material impact on
the Company's  consolidated financial position,  results of operations,  or cash
flows.

The  Company's  policy is to  record  interest  and  penalties  associated  with
unrecognized  tax  benefits  as  additional  income  taxes in the  statement  of
operations.  As of March 1, 2007, the Company had no unrecognized  tax benefits,
and accordingly, the Company has not recognized any interest or penalties during
the year ended  February  29, 2008 related to  unrecognized  tax  benefits.  The
Company did not accrue for interest or  penalties  as of February 29, 2008.  The
Company does not have an accrual for  uncertain tax positions as of February 29,
2008.

The Company files U.S. income tax returns and multiple state income tax returns.
With few  exceptions,  the U.S. and state  income tax returns  filed for the tax
years ending on February 28, 2005 and  thereafter  are subject to examination by
the relevant taxing authorities.

                                      F-11


                  MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     FEBRUARY 29, 2008 AND FEBRUARY 28, 2007

NOTE 7- COMMITMENTS AND CONTINGENCIES

Dr. Robert R. Alfano
- --------------------
The Company had a consulting agreement (the "Agreement") through March 2007 with
Dr. Robert R. Alfano, a principal stockholder of the Company and Chairman of its
Scientific  Advisory Board.  Pursuant to the terms of the Agreement,  Dr. Alfano
was paid a  consulting  fee of not less than  $150,000 per annum in exchange for
services to be rendered  for  approximately  fifty days per annum in  connection
with the company's  medical photonics  business.  The Agreement further provides
that Dr. Alfano was to be paid a bonus and fringe  benefits in  accordance  with
policies and formulas  provided to key executives of the Company.  The agreement
expired on March 5, 2007.

In connection  with the  acquisition  of patent  rights to its cancer  detection
technology,  the Company assumed an obligation to pay to Dr. Alfano's daughter a
royalty of one  percent of the gross  sales  derived  from any  equipment  made,
leased or sold which  utilizes the concepts  described in the  Company's  cancer
detection  patent.  Since there has been no revenue,  no amounts  have been paid
during the two years ended February 29, 2008 and February 28, 2007.

Other Royalties
- ---------------
The Company obtained worldwide licensing rights for patents from Yale University
and has agreed to pay  royalties  based on net sales of all  products  generated
from the patents and fifty percent of any income  received from  sublicensing of
the patents.  The Company has not recorded any revenues  since the  inception of
this  agreement and therefore has not recorded or paid any royalties  during the
two years ended February 29, 2008 and February 28, 2007.

Employment Agreements
- ---------------------
Mr. Peter Katevatis, the Chief Executive Officer,  Chairman and a stockholder of
the Company, has an employment agreement.  The agreement was renewed on March 5,
2007  which  increased  his salary  from  $200,000  to  $250,000  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, 2015.

On November 15, 2005, the Company entered into a two year  employment  agreement
with Frank D.  Benick as Chief  Financial  Officer.  Mr.  Benick  will be paid a
monthly salary of $3,000 per month for the first two months,  then increasing to
$4,000 per month for the remaining  term of the agreement and received an option
to  purchase  300,000  shares of  common  stock at $1.00  per  share.  It is the
Company's intention to renew this agreement.

NOTE 8 - STOCKHOLDERS' DEFICIT

Preferred Stock
- ---------------
The Company is authorized to issue 50,000  shares of preferred  stock,  $.01 par
value per share,  which may be issued from  time-to-time  in one or more series,
the terms of which may be designated by the Board of Directors  without  further
action by  stockholders.  Any preferred stock issued will have  preferences with
respect to dividends, liquidation and other rights, but will not have preemptive
rights.

Holders of series A  preferred  stock are  entitled to a  preference  of $10 per
share  before any payment is made to holders of common stock in  liquidation  of
the assets of the  Company.  Additionally,  holders of series A preferred  stock
have no  redemption  or dividend  rights and vote only with respect to corporate
matters affecting their respective  rights,  preferences or limitations,  but do
not vote for the election of directors or on general corporate matters.

Private Placements Common Stock
- -------------------------------
During fiscal 2007,  the Company  issued  2,332,665  shares of common stock at a
price of $.15 per share for $350,000.

                                      F-12


                  MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     FEBRUARY 29, 2008 AND FEBRUARY 28, 2007

NOTE 8 - STOCKHOLDERS' DEFICIT (CONT.)

During fiscal 2008,  the Company  issued  1,000,000  shares of common stock at a
price of $.10 per share for $100,000.

Common Stock Issued for Services
- --------------------------------
During April 2006,  the Company  issued  93,000  shares of its common stock at a
fair market value of $.16 per share to a consultant for research and development
services.  This  non-cash  expense was  recorded  as general and  administrative
expense in the consolidated statement of operations.

Common Stock Issued for Future Services
- ---------------------------------------
During March,  2006, the Company issued 500,000  restricted shares of its common
stock with a value of $80,000 to a consulting company,  Alfanix, in exchange for
services  to be  rendered  over a  period  of  approximately  three  years.  The
transaction was recognized  based on the fair value of the shares issued.  Those
services  would consist of ongoing  consultation  in the  construction  of eight
CD-Ratiometer  units. During the quarter ended November 30, 2007, the consulting
agreement  with Alfanix was  cancelled.  The company has requested the return of
the 500,000 shares of common stock of Mediscience.  Mediscience is to return the
10,000 shares of common stock of Alfanix. The Company has placed a stop order on
these shares and requested they be returned.  All unamortized  costs  associated
with the above  transaction have been expensed in the quarter ended November 30,
2007.

During  March,  2006 and  May,  2006,  the  Company  issued  a total of  372,000
restricted  shares of its common stock at a fair market value of $0.16 per share
to a consultant in exchange for consulting services to be rendered over a twelve
month period.

During  February,  2007,  the Company issued  200,000  restricted  shares of its
common  stock at a fair  market  value of $0.14  per  share to a  consultant  in
exchange for consulting services to be rendered over a twelve month period.

During May 2007,  the Company  issued  600,000  restricted  shares of its common
stock with a value of $60,000 to a medical  consultant  in exchange for services
to be  rendered  over a period of one  year.  These  services  will  consist  of
development and  commercialization.  The transaction was recognized based on the
fair value of shares issued.

During February 2008, the Company issued 300,000 restricted shares of its common
stock with a value of $15,000 to a  consulting  firm in exchange  for public and
investor  relations  consulting  services to be rendered over a one year period.
The transaction was recognized based on the fair value of shares issued.

Common Stock Issued for Prepaid Lease
- -------------------------------------
On February 22, 2007,  the Company  issued 150,000 shares at a fair market value
of $.14 per share for a two year lease on office space in California.

On January 4, 2008,  the  Company  issued  714,286  restricted  shares at a fair
market  value  of $.06  per  share  for a two  year  lease  on  office  space in
California.  All  unamortized  costs  associated  with the prior lease have been
expensed in the quarter ended February 29, 2008.

2003 Consultants Stock Plan
- ---------------------------
The Board of Directors  previously adopted,  subject to stockholder  approval, a
2003  Consultants  Stock Plan  ("Consultants  Plan").  The Consultants  Plan was
subsequently  approved by the  stockholders  on February 17, 2004. The aggregate
number  of shares  that may be  issued  under  the  options  shall not  exceed 7
million.  No options  were issued prior to  stockholder  approval and no options
were outstanding under this plan as of February 29, 2008 and February 28, 2007.

                                      F-13


                  MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     FEBRUARY 29, 2008 AND FEBRUARY 28, 2007

NOTE 8 - STOCKHOLDERS' DEFICIT (CONT.)

1999 Incentive Stock Option Plan
- --------------------------------
The Board of Directors  previously adopted,  subject to stockholder  approval, a
1999 Incentive  Stock Option Plan (the "Plan") for officers and employees of the
Company. The stockholders  subsequently  approved the Plan on February 17, 2004.
Accordingly  awards issued under the Plan prior to February 17, 2004 were deemed
not to be granted until that date.  The  aggregate  number of shares that may be
issued under the options shall not exceed 3 million.

Activity  related to stock options  during the two years ended February 29, 2008
and February 28, 2007 is as follows:


                                                   Exercise          Weighted
                                                     Price        Avg. Exercise
                                    Shares           Range            Price
                                 ------------    -------------     -----------
Outstanding, February 28, 2006      2,700,000    $ .25 - $2.00     $      1.04
Granted                                    --    $ .25 - $1.00
Forfeited                          (2,000,000)
                                 ------------
Outstanding, February 28, 2007        700,000    $1.00 - $2.00     $      1.50
Granted                                    --
Forfeited                            (400,000)
                                 ------------
Outstanding, February 29, 2008        300,000           $1.00      $      1.00
                                 ============

Stock Warrants
- --------------
Stock warrant activity during the two years ended February 29, 2008 and February
28, 2007 was as follows:

                                                   Exercise          Weighted
                                                     Price        Avg. Exercise
                                    Shares           Range            Price
                                 ------------    -------------     -----------
Outstanding, February 28, 2006      4,600,000    $.25 - $3.00      $      1.43
Granted                             1,999,332                      $      0.25
Exercised                                  --
                                 ------------
Forfeited                                  --
                                 ------------
Outstanding, February 28, 2007      6,599,332    $.25 - $3.00             1.07
Granted                             1,000,000                      $      0.10
Exercised                            (150,000)                     $      0.25
Forfeited                          (3,450,000)   $.25 - $1.00
                                 ------------
Outstanding, February 29, 2008      3,999,332    $.10 - $3.00      $      0.90
                                 ============

For stock that had been  previously  subscribed,  in connection with its private
placement offering during 2005, the Company granted warrants to purchase 500,000
shares of common stock at $1.00 per share. The warrants expired in August 2007.

In connection with its private placement offering in 2005 and its extension into
fiscal 2006, the Company granted  warrants to purchase  750,000 shares of common
stock at $1.00 per share. The warrants expired in August 2007.

                                      F-14


                  MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     FEBRUARY 29, 2008 AND FEBRUARY 28, 2007

NOTE 8 - STOCKHOLDERS' DEFICIT (CONT.)

In connection with its private  placement  offers in 2005 and its extension into
fiscal 2007, the Company granted warrants to purchase 1,999,332 shares of common
stock at $1.00 per share. The warrants expire in August 2008.

In conjunction  with  convertible  debt (Note 5), the Company  issued  1,000,000
warrants to a company  assisting in raising  capital,  valued at $91,650,  which
were recorded as prepaid  financing charges and being amortized over the term of
the convertible  debt. The warrants expire on July 19, 2012. All of the warrants
were valued at the fair market value at the time of issuance. The fair value was
estimated  using the  Black-Scholes  model with the  following  assumptions:  no
dividend  yield,  expected  volatility  of 115.5% and a risk-free  interest rate
based on the 5 year treasury bill rate at the time of issuance.

Anti-Dilution Rights
- --------------------
The Company and Mr. Peter Katevatis have an anti-dilution rights agreement which
provides that Mr. Katevatis' ownership interest would at all times represent 17%
of the issued and outstanding  shares of the Company.  The anti-dilution  rights
are  exercisable  at Mr.  Katevatis'  sole  discretion.  During the years  ended
February 29, 2008 and February 28, 2007, Mr.  Katevatis  exercised his right and
requested the Company issue 444,429 and 641,478 common shares  respectively.  As
of February 29, 2008 and February 28, 2007, the Company is obligated to issue an
additional  8,204 shares to Mr.  Katevatis in connection with the  anti-dilution
rights.  In  connection  with the  issuance  of these  shares,  the  Company has
capitalized  only the  stock's  par value  from paid in  capital  because of the
Company's accumulated deficit position.

Anti-Dilution Rights
- --------------------
The Company and Dr. Robert Alfano had an  anti-dilution  rights  agreement which
provided that Dr. Alfano's ownership interest would at all times represent 4% of
the issued and outstanding shares of the Company.  The anti-dilution rights were
exercisable at Dr. Alfano's sole discretion. During the years ended February 29,
2008 and February 28, 2007,  Dr.  Alfano  exercised  his right and requested the
Company issue 64,000 and 118,572  common  shares.  As of February 28, 2007,  the
Company was  obligated to issue an  additional  14,001  shares to Dr.  Alfano in
connection with the  anti-dilution  rights. As a result of the completion of Dr.
Alfano's  consulting  agreement as of March 5, 2007,  the  anti-dilution  rights
terminated.  Subsequent to March 5, 2007, Dr. Alfano was issued 64,000 shares of
the Company's common stock in connection with the anti-dilution  rights of which
49,999  shares  were  issued in error.  The  Company has placed a stop order and
requested the 49,999 shares be returned by Dr. Alfano for cancellation.

Debt Conversion
- ---------------
On November  15,  2006,  the  Company  converted  $28,333 of accrued  salary for
166,666 shares of the Company's common stock.

NOTE 9 - SUBSEQUENT EVENT

The Company executed an agreement dated March 3, 2008 with Infotonics Technology
Center,  Inc., a New York  not-for-profit  corporation,  under which  Infotonics
Technology  Center Inc.  ("Infotonics")  agrees to develop  through  advances in
optical,  mechanical,  electrical,  software  and  diagnostic  aspects,  and  to
commercialize,  the  Company's  medical  diagnostic  systems  using  tissue auto
fluorescence to detect disease states. The Companies have agreed that Infotonics
will issue a series of purchase orders  covering a three month period  detailing
work to be performed by  Infotonics.  The  agreement is also intended to benefit
BioScopix,  Inc., the Company's wholly-owned  subsidiary that is expected to own
the medical  diagnostic systems using tissue auto fluorescence to detect disease
states as that technology is further developed.  The agreement has a termination
date of December 31, 2008.

                                      F-15


                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                               MEDISCIENCE TECHNOLOGY CORP.



Date: June 12, 2008            By:      /s/ Peter Katevatis
                                   --------------------------------------------
                                        Peter Katevatis Esq.
                                        Chairman of the Board, Treasurer and
                                        Chief Executive Officer

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Date: June 12, 2008             By:      /s/ Peter Katevatis
                                    -------------------------------------------
                                         Peter Katevatis Esq.
                                         Chairman of the Board, Treasurer and
                                         Chief Executive Officer
                                         (Principal Executive Officer)

Date: June 12, 2008             By:      /s/ Frank D. Benick
                                    -------------------------------------------
                                         Frank D. Benick, CPA, CVA
                                         Chief Financial Officer
                                         (Principal Financial and Accounting
                                          Officer)

Date: June 12, 2008             By:      /s/ John M. Kennedy
                                    -------------------------------------------
                                         John M. Kennedy
                                         Director, Vice President and Secretary

Date: June 12, 2008             By:      /s/ William Armstrong
                                    -------------------------------------------
                                         William Armstrong
                                         Director

Date: June 12, 2008             By:      /s/ Michael N. Kouvatas
                                    -------------------------------------------
                                         Michael N. Kouvatas
                                         Director




                          Mediscience Technology Corp.

                                    Form 10-K
                   For the fiscal year ended February 29, 2008

                                  Exhibit Index


3(i)     Restated Certificate of Incorporation, dated December 9, 2004 *

3(ii)    By-laws *

4.1      Form of common stock certificate *

4.2      Anti-Dilution  Agreement  between the registrant  and Peter  Katevatis,
         dated July 19, 2004 *

10.1     Employment Agreement dated May 1, 1992 between the registrant and Peter
         Katevatis *

10.2     Summary of amendment to Employment Agreement between the registrant and
         Peter Katevatis **

10.3     1999 Incentive Stock Option Plan *

10.4     2003 Consultants Stock Option, Stock Warrant and Stock Award Plan *

10.5     Letter  Agreement  between  Memorial  Hospital  for  Cancer  and Allied
         Diseases  and the  registrant  dated March 30, 1993  amending  Clinical
         Trial Agreement dated June 1, 1992 *

10.6     Clinical  Trial  Agreement  effective  December  1,  1994  between  the
         registrant and the General Hospital Corporation,  d.b.a.  Massachusetts
         General Hospital *

10.7     Investigational Device Exemption dated January 3, 1997 by the U.S. Food
         and Drug Administration *

10.8     Consultant  Agreement between registrant and Chesterbrook  Partners Inc
         dated April 1, 2004 *

10.9     SMC  agreement,  dated May 18,  2007,  between the  registrant  and Dr.
         Fredrick Naftolin *

10.10    Agreement,  dated June 25, 2007,  between the registrant and Infotonics
         Technology Center Inc. *

10.11    Agreement,  dated March 3, 2008,  between the registrant and Infotonics
         Technology Center Inc. *

14.1     Code of Ethics **

31.1     Certification of the Chief Executive Officer required by Rule 13a-14(a)
         or Rule 15d-14(a) **

31.2     Certification of the Chief Financial Officer required by Rule 13a-14(a)
         or Rule 15d-14(a) **

32       Certification  of the Chief  Executive  Officer and the Chief Financial
         Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350
         **

 * Previously filed
** Filed herewith

EX-10.2

                                                                    Exhibit 10.2
                             SUMMARY OF AMENDMENT TO
                              EMPLOYMENT AGREEMENT
                   BETWEEN THE REGISTRANT AND PETER KATEVATIS

On June 18, 2006, the Board of Directors approved the following amendments to
the Employment Agreement, dated May 1, 1992, between the registrant and its CEO,
Peter Katevatis:

         1.       The termination date was extended from March 5, 2007 to March
                  5, 2015.

         2.       Effective as of March 5, 2007, Mr. Katevatis's base salary was
                  increased from $200,000 per year to $250,000 per year.

         3.       Effective as of August 1, 2006, Mr. Katevatis was to be
                  entitled to a cash bonus of $500,000, to be paid at the rate
                  of $125,000 per year on August 1 of each year from 2006
                  through 2009, subject to the completion of a public offering
                  of the registrant's subsidiary BioScopix yielding proceeds of
                  at least $5,000,000. At Mr. Katevatis's option, such bonus
                  amounts may converted into shares of BioScopix.

EX-14.1

                                                                    Exhibit 14.1
                           MEDISCIENCE CODE OF ETHICS

Purpose: written standards designed to avert wrongdoing, while promoting honesty
and ethical conduct at all times relevant to the best interests of our
shareholders and the investment public.

At all times....

         1.       Ethical management of any actual or apparent conflicts of
                  interest between any personal and professional relationships
                  of our Officers

         2.       *Complete/fair/accurate/timely/lucid disclosure in all reports
                  and documents filed with or submitted to the SEC and all
                  public communications *All public communications will be both
                  8-K filings and posted on the company web site:
                  MEDISCIENCETECH.com
         3.       Full compliance with applicable state and federal laws, rules,
                  and regulations

         4.       Prompt internal reporting to the appropriate party of any
                  infraction; holding accountable, all responsible parties for
                  breach of the Code of Ethics.

As required under present SEC guidelines, any change to or a waiver of the above
code of ethics will be reported within 5 business days either on an 8-K filing
or a posting of notice on the company's web site MEDISCIENCETECH.com.

EX-21

                                                                      Exhibit 21




                                  SUBSIDIARIES

Name                                               State of Incorporation or Formation
- ---------------------------------------------      -----------------------------------
                                                
Photonics for Women's Oncology LLC (inactive)      Delaware
Pro-screen, LLC (inactive)                         Delaware
Medi-Photonics Development L.L.C.                  New York
Laser Diagnostics Instruments, Inc.                New York
BioScopix Inc.                                     New York

EX-31.1

                                                                    Exhibit 31.1
                                 CERTIFICATIONS

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

         1. I have reviewed this Annual Report on Form 10-K of Mediscience
Technology Corp.;

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

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

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

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

                  (b) Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;

                  (c) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

                  (d) Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and

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

                  (a) All significant deficiencies and material weaknesses in
the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and

                  (b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal control over financial reporting.

Date: June 12, 2008
                                            By:      /s/ Peter Katevatis
                                                --------------------------------
                                                     Peter Katevatis
                                                     Chief Executive Officer

EX-31.2

                                                                    Exhibit 31.2
                                 CERTIFICATIONS

I, Frank D. Benick, Chief Financial Officer of the registrant, certify that:

         1. I have reviewed this Annual Report on Form 10-K of Mediscience
Technology Corp.;

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

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

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

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

                  (b) Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;

                  (c) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

                  (d) Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and

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

                  (a) All significant deficiencies and material weaknesses in
the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and

                  (b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal control over financial reporting.

Date: June 12, 2008
                                            By:      /s/ Frank D. Benick
                                                --------------------------------
                                                     Frank D. Benick
                                                     Chief Financial Officer

EX-32

                                                                      Exhibit 32
                           PURSUANT TO 18 U.S.C. 1350

         In connection with the accompanying Annual Report of Mediscience
Technology Corp. (the "Company") on Form 10-K for the fiscal year ended February
29, 2008 (the "Report"), each of the undersigned officers of the Company, hereby
certifies that to such officer's knowledge:

         (1) The Report fully complies with the requirements of Section 15(d) of
the Securities Exchange Act of 1934 (15 U.S.C. ss.78o(d)); and

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

Dated: June 12, 2008
                                            By:      /s/ Peter Katevatis
                                                --------------------------------
                                                     Peter Katevatis
                                                     Chief Executive Officer

Dated: June 12, 2008
                                            By:      /s/ Frank D. Benick
                                                --------------------------------
                                                     Frank D. Benick
                                                     Chief Financial Officer

         The above certification is furnished solely pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (18 U.S.C. ss.1350) and is not being filed as
part of the Form 10-K or as a separate disclosure document.