UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.   20549

FORM 10-Q

(Mark One)

x           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT OF 1934

For the quarterly period ended November 30, 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 000-07405

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

77 Ridgeland Road
Henrietta, New York	14623
(Address of principal executive offices)	(Zip Code)

(585) 413-9080

(Registrant’s telephone number, including area code)

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 short period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  x      No ¨

Indicate by check mark whether the registrant is a large accelerated filer, and 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-c of the Act).

Yes ¨                            No x

As of  January 15, 2009, there were outstanding 70,932,406 shares of the registrant’s common stock, $.01 par value.

MEDISCIENCE TECHNOLOGY CORP.

NOVEMBER 30, 2008

INDEX

		PAGE
PART 1.	Financial Information
Item 1.	Financial Statements
	Consolidated Balance Sheet as of November 30, 2008 (Unaudited) and February 29, 2008 (Audited)	1
	Consolidated Statement of Operations for the Nine and Three Months Ended November 30, 2008 (Unaudited) and November 30, 2007 (Unaudited)	2
	Consolidated Statement of Changes in Stockholders’ Deficit for the Nine Months Ended November 30, 2008 (Unaudited)	3
	Consolidated Statement of Cash Flows for the Nine Months Ended November 30, 2008 (Unaudited) and November 30, 2007 (Unaudited)	4
	Notes to Consolidated Financial Statements	5-12
Item 2.	Management’s Discussion and Analysis	13-14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4T.	Controls and Procedures	15
PART 11.	Other Information	16-17
Item 1.	Legal Proceedings
Item 1A.	Risk Factors
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.	Defaults Upon Senior Securities
Item 4.	Submission of Matters to a Vote of Security Holders
Item 5.	Other Information
Item 6.	Exhibits
	Signatures	18
	Exhibit Index	19
	Exhibits	20-22

MEDISCIENCE TECHNOLOGY CORP.

CONSOLIDATED BALANCE SHEET

	November 30, 2008 (Unaudited)			February 29, 2008 (Audited)
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents	$	113,506		$	123,582
Prepaid Expenses and Other Current Assets		23,734			60,943
Total Current Assets		137,240			184,525
PROPERTY PLANT AND EQUIPMENT
Net of Accumulated Depreciation		-			345
OTHER ASSETS - Security Deposit		1,800			1,800
- Deferred Costs		138,252			279,189
TOTAL ASSETS	$	277,292		$	465,859
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Convertible Debt, Net of Discount of $254,365 and $268,970	$	1,402,135		$	849,030
Accounts Payable		72,066			128,647
Accrued Liabilities		4,052,033			3,798,221
Total Current Liabilities		5,526,234			4,775,898
STOCKHOLDERS' DEFICIT
Convertible Preferred Stock, $.01 Par Value, 50,000 Shares
Authorized; Issued and Outstanding -0- Shares November 30,
2008; -0- Shares February 29, 2008		-			-
Common Stock $.01Par Value, Authorized 199,950,000
Shares; Issued and Outstanding Shares - 70,932,406 Shares
November 30, 2008; 67,250,989 Shares - February 29, 2008		709,324			672,510
Additonal Paid-in Capital		27,116,504			26,394,562
Accumulated Deficit		(33,074,770	)		(31,377,111	)
Total Stockholders' Deficit		(5,248,942	)		(4,130,039	)
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT	$	277,292		$	465,859

See Notes to Consolidated Financial Statements.

1

MEDISCIENCE TECHNOLOGY CORP.

CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE NINE AND THREE MONTHS ENDED NOVEMBER 30, 2008 AND 2007

(UNAUDITED)

	NINE MONTHS						THREE MONTHS
	2008			2007			2008			2007
Net Sales	$	-		$	-		$	-		$	-
Cost of Sales		-			-			-			-
Gross Profit		-			-			-			-
General and Administrative Expense		870,700			908,286			434,249			300,823
Product Development Expense		136,999			626,179			47,242			278,342
Total Expenses		1,007,699			1,534,465			481,491			579,165
Interest Income		4,203			8,555			951			3,264
Interest Expense		(141,058	)		(57,312	)		(50,573	)		(29,919	)
Accretion of Interest on Convertible Debt		(553,105	)		(550,371	)		(170,199	)		(298,659	)
Total Other Income and Expense		(689,960	)		(599,128	)		(219,821	)		(325,314	)
Net Loss	$	(1,697,659	)	$	(2,133,593	)	$	(701,312	)	$	(904,479	)
Basic and Diluted Loss Per Common Share	$	(0.025	)	$	(0.032	)	$	(0.010	)	$	(0.014	)
Weighted Average Common Shares
Outstanding		67,660,035			65,499,607			68,478,128			66,064,274

See Notes to Consolidated Financial Statements.

2

MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE NINE MONTHS ENDED NOVEMBER 30, 2008

(UNAUDITED)

	Preferred Stock				Common Stock
	Shares		Amount		Shares		Amount		Additional      Paid-In Capital			Accumulated Deficit
BALANCE, FEBRUARY 29, 2008		-	$	-		67,250,989	$	672,510	$	26,394,562		$	(31,377,111	)
Discount on Debt Due to Beneficial Conversion Option		-		-		-		-		538,500			-
Issuance of Stock Anti-Dilution Rights		-		-		534,907		5,349		(5,349	)		-
Issuance of Stock for Services		-		-		3,146,510		31,465		188,791			-
Net Loss		-		-		-		-		-			(1,697,659	)
BALANCE, NOVEMBER 30, 2008		-	$	-		70,932,406	$	709,324	$	27,116,504		$	(33,074,770	)

See Notes to Consolidated Financial Statements.

3

MEDISCIENCE TECHNOLOGY CORP.

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED NOVEMBER 30, 2008 AND 2007

(UNAUDITED)

	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES
Adjustments to Reconcile Net Loss to Net Cash Used In
Operating Activities:
Net Loss	$	(1,697,659	)	$	(2,133,593	)
Accretion of Interest on Convertible Debt		553,105			550,371
Depreciation		345			708
Common Stock Issued for Services		220,256			-
Amortization of Prepaid Financing Charges		-			45,317
Amortization of Deferred Costs		140,937			406,656
Subtotal		(783,016	)		(1,130,541	)
Changes in Assets and Liabilities
Decrease in Prepaid Expense and Other
Current Assets		37,209			34,971
(Decrease) Increase in Accounts Payable		(56,581	)		20,336
Increase in Accrued Liabilities		253,812			97,106
Net Cash Used for Operating Activities		(548,576	)		(978,128	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Issuance of Common Stock		-			100,000
Proceeds from Issuance of Convertible Debt		538,500			925,000
Net Cash Provided by Financing Activities		538,500			1,025,000
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(10,076	)		46,872
CASH AND CASH EQUIVALENTS
Beginning Balance		123,582			138,508
Ending Balance	$	113,506		$	185,380
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING
ACTIVITIES:
Common Stock Issued for Future Services	$	-		$	60,000
Common Stock Issued for Anti-Diluting Rights	$	5,349		$	3,360
Discount on Debt Due to Beneficial Conversion Option	$	538,500		$	925,000
Warrants Issued for Prepaid Financing Charges	$	-		$	91,650

See Notes to Consolidated Financial Statements.

4

Notes to Consolidated Financial Statements

(Unaudited)

1.         Management Plans and Going Concern Matters

Mediscience Technology Corp. and Subsidiaries (the “Company”) has no revenues, incurred significant losses from operations, has an accumulated deficit and a highly leveraged position that raises substantial doubt about the Company’s ability to continue as a going concern.  The consolidated financial statements do not include any adjustments relating to recoverability and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  The Company expects to incur substantial expenditures to further the development and commercialization of its products.  The Company intends to seek additional financing through private placements or other financing alternatives, and may also seek to sell the Company or its technology.  There can be no assurance that continued financings will be available to the Company or that, if available, the amounts will be sufficient or that the terms will be acceptable to the Company.

2.         Nature of Operations and Basis of Presentation

The Company operates in one business segment and is principally engaged in the design and development of medical diagnostic instruments that detect cancer in vivo in humans by using light to excite the molecules contained in tissue and measuring the differences in the resulting natural fluorescence between cancerous and normal tissue.

The consolidated financial statements include the accounts of Mediscience Technology Corp. (“Mediscience”) and its wholly-owned subsidiaries, Laser Diagnostics Instruments, Inc. (“LASER”), Photonics for Women’s Oncology, LLC (“PHOTONICS”), Proscreen, LLC (“PROSCREEN”), Medi-Photonics Development, LLC (“MEDI”), and BioScopix, Inc. (“BioScopix”).  Mediscience and BioScopix are the only active subsidiaries of the Company.  All significant intercompany balances and transactions have been eliminated in consolidation.

The consolidated financial statements as of and for the nine month periods ended November 30, 2008 and 2007 are unaudited and are presented pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain financial information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the accompanying disclosures are adequate to make the information presented not misleading.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included and have been prepared on a consistent basis using the accounting policies described in the Summary of Accounting Policies included in the Annual Report on Form 10-KSB for the fiscal year ended February 29, 2008.  The interim operating results for the nine months ended November 30, 2008 may not necessarily be indicative of the operating results expected for the full year.

3.         Significant Accounting Policies

Use of Estimates

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

5

Loss per Common Share

Statement of Financial Accounting Standards (SFAS) No. 128, Earnings Per Share requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share.  Basic loss per share is based on the average number of shares outstanding during the period.  Diluted loss per share is the same as basic loss per share, as the inclusion of common stock equivalents, such as options, would be antidilutive.

Accounting for Stock-Based Compensation

The adoption of SFAS No. 123R effective March 1, 2006, using the modified prospective method, had no effect on the Company’s results of operations since there were no nonvested options at March 1, 2006.  There were no employee stock options issued during the fiscal nine months ended November 30, 2008 and 2007.

Recent Accounting Pronouncements

During September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, Fair Value Measurements, (“SFAS No. 157”) which is effective for fiscal years beginning after November 15, 2007 with earlier adoption encouraged.  SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements.  In February 2008, the FASB issued FASB Staff Position FAS 157-2, Effective Date of FASB Statement No. 157, which delayed the effective date of SFAS 157 for all non-financial assets and liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis, until March 1, 2009.  The Company adopted SFAS 157 on March 1, 2008 for all financial assets and liabilities, but the implementation did not require additional disclosures or have a significant impact on the Company’s financial statements.  The company has not yet determined the impact the implementation of SFAS 157 will have on the Company’s non-financial assets and liabilities which are not recognized or disclosed on a recurring basis.  However, the Company does not anticipate that the full adoption of SFAS 157 will significantly impact their consolidated financial statements.

During February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of FASB Statement No. 115 (“FASB 159”) which permits entities to choose to measure many financial instruments and certain other times at fair value.  The objective of SFAS 159 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.  The Company has adopted SFAS 159 on March 1, 2008 and has elected not to measure any additional financial assets, liabilities or other items at fair value.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS 141R”).  SFAS 141R establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquiree and the goodwill acquired.  SFAS 141R also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination.  This statement is effective for the Company beginning March 1, 2009 and will change the accounting for business combinations on a prospective basis.

In December 2007, the FASB issued SFAS No. 160, Non-controlling Interest in Consolidated Financial Statements - an amendment of Accounting Research Bulletin No. 51 (“SFAS 160”).  SFAS 160 establishes accounting and reporting standards for ownership interest in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the non-controlling interest, changes in a parent’s ownership interest, and the valuation of retained non-controlling 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 non-controlling owners.  This statement is effective for the Company beginning March 1, 2009.  This statement is not currently applicable since its subsidiaries are wholly-owned.

6

In March 2008, the FASB issued Statement No. 161, Disclosure about Derivative Instruments and Hedging Activities (“SFAS 161”), which is effective March 1, 2009.  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 format.  SFAS 161 is not currently applicable to the Company since the Company does not have derivative instruments or hedging activity.

In May 2008, the FASB issued Statement of Financial Accounting Standards No. 162, The Hierarchy of Generally Accepted Accounting Principles (“FAS 162”).  This Standard identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles.  FAS 162 directs the hierarchy to the entity, rather than the independent auditors, as the entity is responsible for selecting accounting principles for financial statements that are presented in conformity with generally accepted accounting principles.  The Standard is effective 60 days following SEC approval of the Public Company Accounting Oversight Board amendments to remove the hierarchy of generally accepted accounting principles from the auditing standards.  FAS 162 is not expected to have an impact on the financial statements.

In April 2008, the FASB issued FASB Staff Position (FSP) FAS 142-3, Determination of the Useful Life of Intangible Assets, which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, Goodwill and Other Intangible Assets.  This Staff Position is effective for financial statements issued for fiscal years beginning after December 15, 2008, and the interim periods within those fiscal years.  Early adoption is prohibited.  This FSP is not currently applicable to the Company.

In June 2008, the FASB issued FSP EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities.  This FSP provides that unvested share-based payment awards that contain nonforfeitable rights to dividendsor dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method.  The Company does not currently have any share-based awards that would qualify as participating securities.  Therefore, application of this FSP is not expected to have an effect on the Company’s financial reporting.

In May 2008, the FASB issued FASB Staff Position (FSP) APB 14-1, Accounting for Convertible Debt That May Be Settled in Cash Upon Conversion (Including Partial Cash Settlement) (“FSP 14-1”).  FSP 14-1 will be effective for financial statements issued for fiscal years beginning after December 15, 2008.  The FSP includes guidance that convertible debt instruments that may be settled in cash upon conversion should be separated between the liability and equity components, with each component being accounted for in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest costs are recognized in subsequent periods.  However, because our existing convertible debt instruments are settled only in stock upon maturity, this guidance will not apply, and as a result will not have an impact on the financial statements.

7

4.         Deferred Costs

Expected future amortization of all deferred costs is as follows:

Three Months Ending	February 28, 2009	$	37,705
Year Ending	February 28, 2010		100,547

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 $656,500 has been raised as of November 30, 2008) or three months after the completion of a secondary offering of the shares of BioScopix.  Holders of the Notes may convert the note 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 preceding the effective date of a secondary offering of BioScopix or (ii) shares of BioScopix at a price equal to 50% of the secondary offering 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 NINE month lockup in the amount of principal and accrued interest and receive 50% warrant coverage at 75% of the BioScopix stock secondary offering 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 November 30, 2008 and February 29, 2008, $1,656,500 and $1,118,000 of the Notes have been issued with related discounts of $1,656,500 and $1,118,000, respectively.  The Notes will be accreted to their maturity value over the term of the Notes.  Accretion of discount on convertible debt amounted to $553,105 and $170,199 for the nine and three months ended November 30, 2008 and $550,371 and $298,659 for the nine and three months ended November 30, 2007.

Accrued interest as of November 30, 2008 and February 29, 2008 was $226,300 and $87,231, respectively.  Accrued interest expense for the nine and three months ended November 30, 2008 was $141,058 and $51,414, respectively and for the nine and three months ended November 30, 2007 was $57,312 and $29,919, 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 secondary offering which is expected to take place prior to April 15, 2009.  As of January 10, 2009, there have been no demands for repayment by the Note holders.

6.         Related Party Transactions

Legal services rendered by Mr. Katevatis, Chairman amounted to $38,139 for the nine months ended November 30, 2008 and $37,500 for the nine months ended November 30, 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 $17,294 and $15,306 for the nine months ended November 30, 2008 and 2007, respectively.

8

7.         Accrued Liabilities

Accrued liabilities consist of the following:

	November 30, 2008		February 29, 2008
Legal and Professional Fees	$	160,326	$	228,382
Consulting and University Fees		1,440,615		1,440,615
Salaries and Wages		2,132,557		1,949,758
Accrued Interest		226,300		87,231
Other		92,235		92,235
Total	$	4,052,033	$	3,798,221

Included in legal and professional fees as of November 30, 2008 and February 29, 2008 is $36,901 and $75,958 respectively, for legal services rendered by Mr. Katevatis (Note 6).

Included in Consulting and University Fees as of November 30, 2008 and February 29, 2008 is $1,397,019 and $1,397,019, respectively, owed to Dr. Alfano, a principal stockholder with respect to his expired consulting agreement.

Included in salaries and wages as of November 30, 2008 and February 29, 2008 is $2,110,286 and $1,938,758 respectively, owed to Mr. Katevatis, Chairman of the Board, with respect to his employment agreement.

Included in salaries and wages as of November 30, 2008 and February 29, 2008 is $4,000 and $11,000, respectively, owed to Mr. Benick, Chief Financial Officer, with respect to his employment agreement.

Included in salaries and wages as of November 30, 2008 is $9,135 owed to Mr. Kamal K. Sarbadhikari, incoming Chief Executive Officer, with respect to his employment agreement.

Included in salaries and wages as of November 30, 2008 is $9,135 owed to Mr. Jose Mir, incoming Chief Technology Officer, with respect to his employment agreement.

Accrued expense reimbursements of $92,235 and $92,235 were due to Dr. Alfano at November 30, 2008 and February 29, 2008, respectively.

8.         Stockholders’ Deficit

Anti-Dilution Rights

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

Mr. Katevatis was granted anti-dilution rights on certain shares (“Katevatis Shares”), which at the time represented 17% (“Katevatis Anti-Dilution Percentage”) of the then issued and outstanding shares of common stock of the Company.  The anti-dilution rights require the Company from time to time to issue additional shares of common stock of the Company to Mr. Katevatis so that the Katevatis Shares represent 17% of the issued and outstanding shares of common stock of the Company.  If Mr. Katevatis were to sell a portion or all of the Katevatis Shares, the Katevatis Anti-Dilution Percentage would be adjusted proportionately.  During the nine-months ended November 30, 2008, the Company did issue 534,907 shares of common stock of the Company to Mr. Katevatis in connection with the anti-dilution rights.  As of November 30, 2008 and February 29, 2008, the Company is obligated to issue an additional 8,204 shares to Mr. Katevatis in connection with the anti-dilution rights. For issuances of these shares, the Company will capitalize only the stock’s par value from additional paid-in-capital because of the Company’s accumulated deficit.

9

Dr. Robert Alfano was granted anti-dilution rights on certain shares, which at the time represented 4% of the then issued and outstanding shares of common stock of the Company.  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 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.

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 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.  These services will consist of ongoing consultation in the construction of eight CD-Ratiometer units.  During the quarter ended August 31, 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 will then return the 10,000 shares of common stock to Alfanix.  All unamortized costs associated with the above transaction have been expensed in the quarter ended August 31, 2007.  The Company has placed a stop order and requested the 500,000 shares be returned by Dr. Alfano for cancellation.

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.

Common Stock Issued for Services

During November 2008, the Company issued 3,146,510 restricted shares of its common stock with a value of $220,256 to a group of financial consultants in exchange for professional services and funding raising efforts, as per their agreement.  The transaction was recognized based on the fair market value of the shares issued (the closing price of the Company’s common stock on the date of issuance).

9.         Stock Options and Warrants

Stock Options

Activity related to stock options during the nine months ended November 30, 2008 is as follows:

					Weighted
			Exercise		Average
	Shares		Price Range		Exercise Price
Outstanding, February 29, 2008		300,000	$	1.00	$	1.00
Granted		-
Exercised		-
Forfeited		-
Outstanding, November 30, 2008		300,000	$	1.00	$	1.00

10

Stock Warrants

Activity related to stock warrants during the nine months ended November 30, 2008 is as follows:

					Weighted
	Shares		Exercise		Average
	Available		Price Range		Exercise Price
Outstanding, February 29, 2008		3,999,332	$	0.10 - $ 3.00	$	0.90
Granted		-
Exercised		-
Forfeited		-
Outstanding, November 30, 2008		3,999,332	$	0.10 - $ 3.00	$	0.90

10.         Income Taxes

There is no income tax benefit for the losses for the nine months ended November 30, 2008 and November 30, 2007 because the Company has determined that the realization of the net deferred tax asset is not assured.  The Company has created a valuation allowance for the entire amount of such.  There was no change in unrecognized tax benefits during the period ended November 30, 2008 and there was no accrual for uncertain tax positions as of November 30, 2008.

11.         Significant and Subsequent Event

On November 5, 2008, Mediscience Technology Corp., a New Jersey corporation (“Mediscience”) entered into an agreement and plan of reorganization (the “Merger Agreement”) with SensiVida Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Mediscience (“Merger Sub”), and SensiVida Medical Systems, Inc., a Delaware corporation (“SensiVida”), pursuant to which Merger Sub will be merged into SensiVida (the “Merger”).  After completion of the Merger, it is anticipated that SensiVida will be merged with and into Mediscience with the name of the surviving corporation being SensiVida Technologies, Inc.

Under the Merger Agreement, Mediscience will issue 33,333,333 shares of its common stock, par value $.01per share (the “Common Stock”) to the three stockholders of SensiVida as consideration for the Merger.  All of the stockholders of SensiVida are accredited investors as such term is defined in Rule 501 of the Securities Act of 1933, as amended (the “Securities Act”) and the 33,333,333 shares of Mediscience Common Stock will be issued pursuant to the exemption from registration under Rule 506 of Regulation D of the Securities Act.

The Merger Agreement also provides that the board of directors of Mediscience (the “Board”), acting pursuant to the Board’s authority under Article III, Section 6 of Mediscience’s bylaws, shall expand the Board from five to seven members and nominate Kamal Sarbadhikari and Jose Mir to fill the vacancies resulting from these newly created directorships.  Messrs. Sarbadhikari and Mir are two of the three stockholders of SensiVida and own 75,000 of the 88,000 issued and outstanding shares of capital stock of SensiVida.

In addition, the following closing conditions must be satisfied prior to completing the Merger:

1. Mediscience must complete a merger of its wholly-owned subsidiary, BioScopix, Inc., a Delaware corporation, with and into Mediscience.

2. Messrs. Sarbadhikari and Mir must enter into employment agreements with Mediscience, to serve as the President and Chief Executive Officer and the Chief Technology Officer of Mediscience, respectively.  Simultaneous with the Merger, Peter Katevatis will resign as Chief Executive Officer and Treasurer of Mediscience and will step down as Chairman of the Board.

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3. Other customary closing conditions relating to the delivery of financial statements, closing certificates as to representations and warranties, the termination of certain legacy agreements of SensiVida, and the delivery of any required consents or government approvals.

The Merger is expected to be completed by the end of Mediscience’s fiscal year ending February 28, 2009.

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Item 2.    Managements Discussion and Analysis of Financial Condition and Results of Operation

Results of Operations

Nine Months Ending November 30, 2008 Compared to

Nine Months Ending November 30, 2007

Revenues

We had no revenues during our nine months ending November 30, 2008 and November 30, 2007.  Our primary focus was our continued development of our light-based technology.

General and Administrative Expense

General and administrative expenses decreased approximately $37,600 or 4% during the current nine month period ended November 30, 2008 as compared to the nine month period ended November 30, 2007.  The decline was the net of increases and decreases in major expense components.  Salaries, wages and related expenses approximating $227,600 increased approximately $36,000 as a result of the prior renewal of Mr. Katevatis’ employment contract and the addition of a new Chief Executive Officer and a Chief Technology Officer in November 2008, in conjunction with the pending merger of the Company and SensiVida Medical Systems, Inc. As a result of the pending merger, Mr. Katevatis’ employment agreement will terminate.  The new CEO and CTO will each be compensated at an annual salary of $150,000 per year.  As a related matter, professional fees increased approximately $38,000 during the current period.  Also during the current nine month period, financial service (bridge fees and related costs) increased approximately $135,000.  The net increase is primarily related to the stock issuance for services at fair market value, completed in November 2008.

During the current nine month period, consulting costs decreased approximately $220,000 due primarily to a decrease in amortization of deferred costs.  Also declining during the period, were approximately $14,000 of auto and travel expense, along with a net decrease in all other general and administrative expenses approximating $12,000.

Product Development Expense

Product development expense decreased approximately $489,000 or 78% during the current nine month period ended November 30, 2008 when compared to the prior nine month period ended November 30, 2007.  The decrease is due to the availability of funding to continue the research which had been conducted at Infotonics in Rochester, NY.  Infotonics had been retained by the Company to develop and commercialize medical diagnostic systems using tissue autofluorescence to detect disease states.

Liquidity and Capital Resources

We had a deficiency in working capital as of November 30, 2008 approximating $5,389,000 compared to a deficiency approximating $4,592,000 at February 29, 2008 representing an increase in the deficiency approximating $797,000 for the current nine month period ended November 30, 2008.  The increase in the deficiency consisted of a decrease approximating $47,000 in current assets, consisting of cash and prepaid expenses, and an increase approximating $750,000 in current liabilities.  The deficiency in working capital is primarily represented by accruals for professional fees, consulting, salaries and wages and convertible debt.

Cash flows from financing activities were $538,500 for the nine months ended November 30, 2008, which was related to the proceeds from the private placement of common stock and convertible debt.  The proceeds from the private placement will be primarily used for working capital.

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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 our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Critical Accounting Policies

The preparation of financial statements requires management to make estimates and assumptions that affect amounts reported herein.  The most significant of these involve the use of estimates.  In each situation, management is required to make estimates about the effects of matters or future events that are inherently uncertain.

The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, and, as such, include amounts based on informed estimates and judgments of management, such as:

Ø Determining accruals and contingencies;

Ø Valuing options and other equity instruments;

Ø Reviewing the realization/recoverability of deferred costs resulting from the issuance of common stock to acquire certain consulting services to be rendered in future periods.

Ø Deferred tax valuation allowance.

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

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Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Not Applicable

Item 4T.  Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

As of January 14, 2009, our board of directors carried out an evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities exchange Act of 1934, as amended (the Exchange Act”)) under the supervision and with the participation of our management, including Peter Katevatis, Chairman.  Based upon that evaluation, Mr. Peter Katevatis concluded that our disclosure controls and procedures are not effective based on material weaknesses identified by management as described in Management’s Report on Internal Control over Financial Reporting set forth in Item 9A of our Annual Report on Form 10-K for the period ended February 29, 2008.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s (the “SEC”) rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management to allow timely decisions regarding required disclosure.

(b) Change in Internal Control over Financial Reporting

No change in our internal control over financial reporting occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

None

Item 1A.  Risk Factors

Not Applicable

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

During November 2008, the company issued 3,146,510 restricted shares of its common stock with a value of $220,256 to a group of financial consultants in exchange for professional services and funding raising efforts as per their agreement.  The transaction was recognized based on the fair market value of the shares issued (the closing price of the Company’s common stock on the date of issuance).

Item 3.  Defaults Upon Senior Securities

Effective April 15, 2008, the first $1,000,000 tranche of the Company’s 12% convertible promissory notes (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 secondary offering which is expected to take place prior to April 15, 2009.  As of January 10, 2009, there have been no demands for repayment by the Note holders.

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

None

Item 5.  Other Information

None

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Item 6.  Exhibits

2.1 Agreement and Plan of Merger of BioScopix, Inc., a Delaware corporation, into MediScience Technology Corp., a New Jersey corporation, dated as of November 5, 2008.

2.2 Agreement and Plan of Reorganization by and Among BioScopix, Inc., a New Jersey corporation (successor by merger to MediScience Technology Corp.), SensiVida Acquisition Corp., a Delaware corporation, and SensiVida Medical Systems, Inc., a Delaware corporation, dated as of November 5, 2008.

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

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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.
	(Registrant)
January 16, 2009
	/s/ Peter Katevatis
	Peter Katevatis
	Chairman and Chief Executive Officer
January 16, 2009
	/s/ Frank D. Benick
	Frank D. Benick, CPA, CVA
	Chief Financial Officer
	Principal Financial and Accounting Officer

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