U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                                   (Mark One)
     [X]     QUARTERLY  REPORT  UNDER  SECTION  13  OR  15(d)  OF  THE
             SECURITIES  EXCHANGE  ACT  OF  1934

          FOR  THE  QUARTERLY  PERIOD  ENDED:  September  30,  2003

          OR

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

              For the transition period from ________ to __________


                  Commission file number ______________________


                   SPECTRUM SCIENCES & SOFTWARE HOLDINGS CORP.
                     ---------------------------------------
                      (Exact name of small business issuer
                          as specified in its charter)


            DELAWARE                                            80-0025175
 ------------------------------                            --------------------
  (State  or  other  jurisdiction                                (IRS  Employer
of  incorporation or organization)                           Identification No.)


                               91 HILL AVENUE NW,
                        FORT WALTON BEACH, FLORIDA 32548
                    (Address of principal executive offices)
                                   (Zip Code)


                    Issuer's telephone number (850) 796-0909


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

As  of November 12, 2003 there were 18,851,000 shares of the registrant's common
stock,  par  value  $0.0001,  issued  and  outstanding.

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


<PAGE>

                   SPECTRUM SCIENCES & SOFTWARE HOLDINGS CORP.
               SEPTEMBER 30, 2003 QUARTERLY REPORT ON FORM 10-QSB


                                TABLE OF CONTENTS



Special  Note  Regarding  Forward  Looking  Statements

                         PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
                                                                                             PAGE
                                                                                             ----
Item  1.  Financial  Statements
<S>       <C>                                                                                <C>
          Consolidated Balance Sheet as  of  September  30,  2003 (unaudited)                   4

          Consolidated  Statements  of  Operations for the three months
           ended  September  30,  2003  and  2002  (unaudited)                                  5

          Consolidated  Statements  of  Operations for the nine months
           ended  September  30,  2003  and  2002  (unaudited)                                  6

          Consolidated  Statements  of  Cash  Flows  for  the  nine  months
           ended  September  30,  2003  and  2002  (unaudited)                                  7

          Notes  to  Consolidated  Financial  Statements  (unaudited)                           8

Item  2.  Management's  Discussion  and  Analysis  or  Plan  of  Operations                    15
Item  3.  Controls  and  Procedures                                                            19

                           PART II - OTHER INFORMATION

Item  1.  Legal  Proceedings                                                                   20
Item  2.  Changes  in  Securities                                                              21
Item  3.  Defaults in Senior Securities                                                        21
Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders                          21
Item  5.  Other  Information                                                                   21
Item  6.  Exhibits  and  Reports  on  Form  8-K                                                21
</TABLE>

                                        2
<PAGE>

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     To  the  extent  that the information presented in this Quarterly Report on
Form  10-QSB  for  the  quarter  ended  September  30, 2003, discusses financial
projections,  information  or  expectations  about  our  products or markets, or
otherwise  makes  statements  about  future  events,  such  statements  are
forward-looking.  We  are making these forward-looking statements in reliance on
the  safe  harbor  provisions of the Private Securities Litigation Reform Act of
1995.  Although  we  believe  that  the  expectations  reflected  in  these
forward-looking  statements  are  based  on  reasonable assumptions, there are a
number  of  risks  and  uncertainties  that could cause actual results to differ
materially  from such forward-looking statements.  These risks and uncertainties
are  described,  among  other  places in this Quarterly Report, in "Management's
Discussion  and  Analysis  or  Plan  of  Operations."

     In  addition,  we  disclaim  any  obligations to update any forward-looking
statements  to  reflect events or circumstances after the date of this Quarterly
Report.  When  considering  such  forward-looking statements, you should keep in
mind  the  risks  referenced  above  and the other cautionary statements in this
Quarterly  Report.


                                        3
<PAGE>

                   SPECTRUM SCIENCES & SOFTWARE HOLDINGS CORP.
                                  Balance Sheet
                               September 30, 2003
                                   (Unaudited)

<TABLE>
<CAPTION>

                                             ASSETS
                                             ------

<S>                                                               <C>
Current assets:
  Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   211,782
  Receivables, net . . . . . . . . . . . . . . . . . . . . . . .    1,823,670
  Inventories. . . . . . . . . . . . . . . . . . . . . . . . . .      257,860
  Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . .       74,529
                                                                  ------------

      Total current assets . . . . . . . . . . . . . . . . . . .    2,367,841

Property and equipment, net. . . . . . . . . . . . . . . . . . .    2,027,254
Deferred tax asset . . . . . . . . . . . . . . . . . . . . . . .       49,115
Cash surrender value of life insurance . . . . . . . . . . . . .       19,701
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . .       14,690
                                                                  ------------

      Total assets . . . . . . . . . . . . . . . . . . . . . . .  $ 4,478,601
                                                                  ============


                      LIABILITIES AND SHAREHOLDERS' DEFICIT
                      -------------------------------------

Current liabilities:
  Accounts payable . . . . . . . . . . . . . . . . . . . . . . .  $ 1,068,858
  Accrued expenses . . . . . . . . . . . . . . . . . . . . . . .      757,189
  Contract deposits. . . . . . . . . . . . . . . . . . . . . . .      137,668
  Bank lines of credit . . . . . . . . . . . . . . . . . . . . .      762,787
  Current portion of long-term debt. . . . . . . . . . . . . . .    1,892,273
  Due to related parties . . . . . . . . . . . . . . . . . . . .      805,021
  Income taxes payable . . . . . . . . . . . . . . . . . . . . .       91,825
                                                                  ------------

      Total current liabilities. . . . . . . . . . . . . . . . .    5,515,621

Long-term liabilities:
  Notes payable, net of current portion. . . . . . . . . . . . .        2,656
                                                                  ------------

      Total liabilities. . . . . . . . . . . . . . . . . . . . .    5,518,277

Shareholders' deficit:
  Common stock, $0.0001 par value; 80,000,000 shares authorized,
    18,844,000 shares issued and outstanding . . . . . . . . . .        1,884
  Accumulated deficit. . . . . . . . . . . . . . . . . . . . . .   (1,041,560)
                                                                  ------------

      Total shareholders' deficit. . . . . . . . . . . . . . . .   (1,039,676)
                                                                  ------------

      Total liabilities and shareholders' deficit. . . . . . . .  $ 4,478,601
                                                                  ============
</TABLE>


                                        4
<PAGE>

                   SPECTRUM SCIENCES & SOFTWARE HOLDINGS CORP.
                      Consolidated Statements of Operations
             For the three months ended September 30, 2003 and 2002
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                2003          2002
                                                            ------------  ------------
<S>                                                         <C>           <C>
Revenues earned. . . . . . . . . . . . . . . . . . . . . .  $ 3,287,609     2,932,782

Cost of revenues earned. . . . . . . . . . . . . . . . . .    2,729,784     3,008,273
                                                            ------------  ------------

    Gross profit . . . . . . . . . . . . . . . . . . . . .      557,825       (75,491)

Operating expenses . . . . . . . . . . . . . . . . . . . .      369,035       177,736
                                                            ------------  ------------

    Income (loss) from operations. . . . . . . . . . . . .      188,790      (253,227)

Other income and expense:
  Interest income. . . . . . . . . . . . . . . . . . . . .           25           700
  Building rent. . . . . . . . . . . . . . . . . . . . . .       45,351        45,430
  Other income . . . . . . . . . . . . . . . . . . . . . .        1,078       (33,430)
  Interest expense . . . . . . . . . . . . . . . . . . . .      (61,665)      (76,278)
  Other expenses . . . . . . . . . . . . . . . . . . . . .       (2,749)        3,097
                                                            ------------  ------------

    Total other income (expense) . . . . . . . . . . . . .      (17,960)      (60,481)

Net income (loss) from continuing operations . . . . . . .      170,830      (313,708)

Discontinued operations:
  Loss on disposal of yacht manufacturing segment. . . . .            -       (79,325)
                                                            ------------  ------------

    Income (loss) before cumulative effect of
      accounting change. . . . . . . . . . . . . . . . . .      170,830      (393,033)

  Cumulative effect of accounting change for
    SFAS No. 142 . . . . . . . . . . . . . . . . . . . . .            -             -
                                                            ------------  ------------

      Net income (loss) before provision for income taxes.      170,830      (393,033)

Provision for income taxes . . . . . . . . . . . . . . . .        7,130             -
                                                            ------------  ------------

      Net income (loss). . . . . . . . . . . . . . . . . .  $   163,700      (393,033)
                                                            ============  ============

Weighted average common shares outstanding . . . . . . . .   18,844,000    16,244,000
                                                            ============  ============

Basic and diluted earnings (loss) per share. . . . . . . .  $      0.01   $     (0.02)
                                                            ============  ============
</TABLE>


                                        5
<PAGE>

                   SPECTRUM SCIENCES & SOFTWARE HOLDINGS CORP.
                Consolidated Statements of Operations, Continued
              For the nine months ended September 30, 2003 and 2002
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                2003          2002
                                                            ------------  ------------
<S>                                                         <C>           <C>
Revenues earned. . . . . . . . . . . . . . . . . . . . . .  $10,003,999     8,554,546

Cost of revenues earned. . . . . . . . . . . . . . . . . .    8,783,358     8,470,276
                                                            ------------  ------------

    Gross profit . . . . . . . . . . . . . . . . . . . . .    1,220,641        84,270

Operating expenses . . . . . . . . . . . . . . . . . . . .      949,649       450,534
                                                            ------------  ------------

    Income (loss) from operations. . . . . . . . . . . . .      270,992      (366,264)

Other income and expense:
  Interest income. . . . . . . . . . . . . . . . . . . . .          274         2,682
  Building rent. . . . . . . . . . . . . . . . . . . . . .      136,053       136,132
  Other income . . . . . . . . . . . . . . . . . . . . . .       (9,250)      (32,111)
  Interest expense . . . . . . . . . . . . . . . . . . . .     (211,059)     (243,868)
  Other expenses . . . . . . . . . . . . . . . . . . . . .      (11,585)      (17,865)
                                                            ------------  ------------

    Total other income (expense) . . . . . . . . . . . . .      (95,567)     (155,030)

Net income (loss) from continuing operations . . . . . . .      175,425      (521,294)

Discontinued operations:
  Loss on disposal of yacht manufacturing segment. . . . .            -      (407,250)
                                                            ------------  ------------

    Income (loss) before cumulative effect of
      accounting change. . . . . . . . . . . . . . . . . .            -      (928,544)

  Cumulative effect of accounting change for
    SFAS No. 142 . . . . . . . . . . . . . . . . . . . . .            -       (91,022)
                                                            ------------  ------------

      Net income (loss) before provision for income taxes.      175,425    (1,019,566)

Provision for income taxes . . . . . . . . . . . . . . . .       42,710             -
                                                            ------------  ------------

      Net income (loss). . . . . . . . . . . . . . . . . .  $   132,715    (1,019,566)
                                                            ============  ============

Weighted average common shares outstanding . . . . . . . .   18,844,000    16,244,000
                                                            ============  ============

Basic and diluted earnings (loss) per share. . . . . . . .  $      0.01   $     (0.06)
                                                            ============  ============
</TABLE>


                                        6
<PAGE>

                   SPECTRUM SCIENCES & SOFTWARE HOLDINGS CORP.
                      Consolidated Statements of Cash Flows
              For the nine months ended September 30, 2003 and 2002
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                    2003        2002
                                                                 ----------  -----------
<S>                                                              <C>         <C>
Cash flows from operating activities:
  Net income (loss) . . . . . . . . . . . . . . . . . . . . . .  $ 132,715   (1,019,565)
  Adjustments to reconcile net income (loss) to net cash flows
    from operating activities:
    Depreciation. . . . . . . . . . . . . . . . . . . . . . . .    107,550       96,187
    Restatement . . . . . . . . . . . . . . . . . . . . . . . .          -      (92,065)
    Amortization. . . . . . . . . . . . . . . . . . . . . . . .      1,332       37,943
    Cumulative effect of accounting change. . . . . . . . . . .          -            -
    Gain on disposal of assets. . . . . . . . . . . . . . . . .    (18,000)           -
    Impairment of goodwill. . . . . . . . . . . . . . . . . . .    145,974            -
  Discontinued operations:
    Provision for doubtful accounts . . . . . . . . . . . . . .          -      407,250
  (Increase) decrease in:
    Receivables . . . . . . . . . . . . . . . . . . . . . . . .    261,118      758,005
    Inventories . . . . . . . . . . . . . . . . . . . . . . . .     33,485     (148,965)
    Prepaid expenses. . . . . . . . . . . . . . . . . . . . . .    (65,536)     (12,185)
    Deferred tax asset. . . . . . . . . . . . . . . . . . . . .    (49,115)           -
    Other assets. . . . . . . . . . . . . . . . . . . . . . . .      1,000         (500)
    Cash value of life insurance. . . . . . . . . . . . . . . .          -            -
    Increase (decrease) in:
      Accounts payable. . . . . . . . . . . . . . . . . . . . .   (550,723)     134,238
      Accrued expenses. . . . . . . . . . . . . . . . . . . . .      6,450        6,440
      Contract deposits . . . . . . . . . . . . . . . . . . . .    (36,267)      (2,649)
      Corporate taxes payable . . . . . . . . . . . . . . . . .     91,825            -
                                                                 ----------  -----------

        Net cash flows from operating activities. . . . . . . .     61,808      164,134

Cash flows from investing activities:
  Proceeds from sale of assets. . . . . . . . . . . . . . . . .     18,000            -
  Purchase of property and equipment. . . . . . . . . . . . . .    (62,855)           -
                                                                 ----------  -----------

        Net cash used in from investing activities. . . . . . .    (44,855)           -

Cash flows from financing activities:
  Principal payments on notes payable and lines of credit . . .   (549,108)    (175,996)
  Proceeds from amount due to related party . . . . . . . . . .    171,735            -
  Repayments on due to related party. . . . . . . . . . . . . .    (70,585)           -
                                                                 ----------  -----------

        Net cash used in financing activities . . . . . . . . .   (447,958)    (175,996)
                                                                 ----------  -----------

        Net decrease in cash. . . . . . . . . . . . . . . . . .   (431,005)     (11,862)

Cash at beginning of  period. . . . . . . . . . . . . . . . . .    642,787      344,537
                                                                 ----------  -----------

Cash at end of  period. . . . . . . . . . . . . . . . . . . . .  $ 211,782      332,675
                                                                 ==========  ===========
</TABLE>


                                        7
<PAGE>

                   SPECTRUM SCIENCES & SOFTWARE HOLDINGS CORP.
              Notes to Condensed Consolidated Financial Statements
              For the nine months ended September 30, 2003 and 2002
                                   (Unaudited)

1.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES:

(A)     ORGANIZATION  AND  NATURE  OF  BUSINESS

Silva  Bay  International,  Inc., a Delaware corporation, was formed in 1998 for
the  purpose  of  locating and recovering rare and valuable aircraft.  Silva Bay
International,  Inc.  had no operations and no revenue from inception in 1998 to
the  time  of  the  acquisition  of Spectrum Sciences & Software, Inc. in April,
2003.

On  April  2,  2003,  Silva Bay International, Inc. acquired Spectrum Sciences &
Software, Inc., a Florida corporation, in exchange for the issuance of 2,500,000
shares  of common stock (taking into account the forward two for one stock split
of  April  9, 2003) (see Note 3).  Spectrum Sciences & Software, Inc. is now the
wholly  owned  subsidiary  of  Silva  Bay  International, Inc. (now collectively
referred  to  as  the  "Company").

Spectrum  Sciences  & Software, Inc. was incorporated in the State of Florida on
October  8,  1982.  Headquartered in Fort Walton Beach, Florida, the Company has
three  reportable segments - management services, manufacturing, and engineering
and  information  technology  services.  Management  services  include providing
engineering,  technical,  and  operational services in the area of defense range
management  specializing  in  bombing  and  gunnery training range operation and
maintenance.  Manufacturing  operations  includes the design and construction of
munitions  ground  support equipment and containers for the shipping and storage
of munitions and equipment. The Company's engineering and information technology
services  segment  consists of the sale of computer software developed to assist
in  hazard  management  and  weapons  impact  analysis.

The  Company's  contracts  are  primarily  fixed price contracts with the United
States  Department  of  Defense  (DOD).  The  Company currently has contracts in
Florida  and  Arizona. During the years ended December 31, 2002 and 2001, 99% of
the  Company's  revenues  were  derived  from  contracts  with  the  DOD.

On  April  8,  2003,  Silva Bay International, Inc. changed its name to Spectrum
Sciences  & Software Holdings Corp.  On April 9, 2003, the Company effectuated a
two  for  one  forward  split  of  its  common  stock.

(B)     INCOME  TAXES

The  Company accounts for income taxes utilizing the asset and liability method.
This  approach  requires  the recognition of deferred tax assets and liabilities
for  the  expected future tax consequences attributable to temporary differences
between  the  financial  statement  carrying  amounts  of  existing  assets  and
liabilities  and  their  respective  tax bases and operating loss and tax credit
carryforwards.  Deferred  tax  assets and liabilities are measured using enacted
tax  rates  expected  to  apply  to  taxable  income in the years in which those
temporary  differences  are  expected to be recovered or settled.  The effect on
deferred  tax  assets  and liabilities of a change in tax rates is recognized in
income  in  the  period that includes the enacted date. Valuation allowances are
established  when necessary to reduce deferred tax assets to the amount expected
to  be  realized.


                                        8
<PAGE>

1.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED:

(C)     EARNINGS  (LOSS)  PER  SHARE

The  Company  utilizes  Financial  Accounting Standards Board Statement No. 128,
"Earnings  Per Share."  Statement No. 128 requires the presentation of basic and
diluted  loss  per  share  on  the  face  of  the  statement  of  operations.

Basic  earnings  (loss) per share has been calculated using the weighted average
number  of  common shares outstanding during the period.  In calculating diluted
earnings  (loss) per share, the Company had no common stock equivalent shares as
of  September  30, 2003 and 2002.  However, if the Company had such common stock
equivalents,  they  would be considered anti-dilutive due to there being losses,
and  therefore would not be included in the diluted loss per share calculations.


2.     BASIS  OF  PRESENTATION  AND  GOING  CONCERN:

The  accompanying  unaudited consolidated financial statements for the three and
nine  months  ended September 30, 2003 and 2002 have been prepared in accordance
with  accounting  principles  generally accepted in the United States of America
for  interim  financial information and pursuant to the rules and regulations of
the  Securities  and  Exchange Commission for Form 10-QSB.  Accordingly, they do
not  include all the information and footnotes required by accounting principles
generally  accepted  in  the  United  States  of  America for complete financial
statements.  In  the  opinion  of  management,  the  accompanying  unaudited
consolidated  financial  statements  contain all adjustments, consisting only of
normal  recurring  accruals, considered necessary for a fair presentation of the
Company's  financial  position,  results  of  operations, and cash flows for the
periods  presented.

The  results  of operations for the interim periods ended September 30, 2003 and
2002  are  not necessarily indicative of the results to be expected for the full
year.  These  interim  consolidated  financial  statements  should  be  read  in
conjunction  with  the  December  31,  2002  consolidated  financial statements.

The  Company's financial statements have been prepared assuming the Company will
continue  as a going concern. The Company has experienced losses from operations
and  has  an  accumulated  deficit  of  $1,041,560  as  of  September  30, 2003.
Additionally,  the  Company  has  negative  working  capital  of  $3,150,436  at
September  30,  2003.  These  deficits and the dependence of the Company to find
alternative  financing  arrangements  to  repay  its debt owed to its lender are
conditions  which  could  affect  the  Company's  ability to continue as a going
concern.

The Company's plans to deal with this uncertainty include reducing expenditures,
continuing  to request forbearance from creditors and raising additional capital
or  entering  into  a  strategic arrangement with a third party. There can be no
assurance  that management's plans to reduce expenditures, gain cooperation from
creditors,  raise capital or enter into a strategic arrangement can be realized.
No  adjustment  has  been  made  in the accompanying financial statements to the
amounts  and  classification of assets and liabilities which could result should
the  Company  be  unable  to  continue  as  a  going  concern.


                                        9
<PAGE>

3.     ACQUISITION  OF  SPECTRUM  SCIENCES  &  SOFTWARE,  INC.:

On  April  3,  2003, Spectrum Sciences & Software Holdings Corp. (formerly Silva
Bay International, Inc.) entered into an amended and restated agreement and plan
of  merger  with  Spectrum  Sciences & Software, Inc. pursuant to which Spectrum
Sciences  &  Software,  Inc.  became  our  wholly owned subsidiary and 2,500,000
shares  of  our  common  stock  were  issued to Donal Myrick. As a result of the
merger,  Spectrum  Sciences  &  Software,  Inc.  will  have access to additional
capital  markets  as  a  registered  reporting  company  with  the  SEC.

The  acquisition  was  accounted  for  under  the purchase method of accounting;
accordingly,  the purchase price has been allocated to reflect the fair value of
assets  and  liabilities  acquired  at  the  date  of  acquisition.  Due  to the
composition  of  the majority of the governing body and senior management of the
Company  being the same as Spectrum Sciences & Software, Inc. prior to the April
3,  2003  acquisition,  Spectrum Sciences & Software, Inc. has been deemed to be
the  accounting  acquirer.

The  following table summarizes the estimated fair values of the assets acquired
and  liabilities  assumed  at  the  date  of  acquisition:


        AT APRIL 3, 2003
--------------------------------

     Current assets . . . . . .    $   7,986
     Goodwill . . . . . . . . .      145,974
                                   ----------
      Total assets acquired . .      153,960

     Current liabilities. . . .     (153,960)
                                   ----------

      Total liabilities assumed     (153,960)
                                   ----------

      Net . . . . . . . . . . .    $       -
                                   ==========

The  results  of  operations  of the acquired business have been included in the
accompanying  consolidated  financial  statements  from the date of acquisition.

As  of  the date of the acquisition, management has determined that the goodwill
has  no  value;  therefore,  an  impairment charge of $145,974 has been recorded
during  the  second  quarter  of  2003.


4.     INVENTORIES:

Inventories are valued at the lower of cost or market.  Cost is determined using
the  first-in,  first-out  method.  The  major  components  of  inventories  at
September  30,  2003  are  summarized  as  follows:

     Raw  materials                $  137,870
     Work  in  progress                48,990
     Finished  goods                   71,000
                                   ----------

      Total  inventories           $  257,860
                                   ==========


                                       10
<PAGE>

4.     INVENTORIES,  CONTINUED:

Raw materials consists of sheet metal, various product spare parts, hardware and
other miscellaneous materials.  Finished goods consist of substantially complete
products  available  for  sale.


5.     ACCRUED  EXPENSES:

The major components of accrued expenses at September 30, 2003 are summarized as
follows:

     Accrued  salaries  and  related  benefits       $  422,164
     Payroll  related  taxes                            135,779
     Accrued  vacation  and  sick                       133,805
     Accrued  interest  payable                          15,085
     Accrued  property  taxes                            27,221
     Accrued  other                                      23,135
                                                     ----------
      Total  accrued  expenses                       $  757,189
                                                     ==========

A major components of the accrued salaries and related benefits is $200,000 owed
to  Gila  Bend  employees  for  wage  rates which were recalculated based on job
conformity  required by the Department of Labor in 2002.  These accrued salaries
will  be  paid  out  over a period of time beginning in early 2004 pending final
agreement  with  the  DOL.


6.     DEBT:

BANK  LINES  OF  CREDIT

The  following  is  a  summary  of  the  bank  lines  of  credit:

<TABLE>
<CAPTION>

 AVAILABLE    INTEREST     CURRENT                         BALANCE AT
  CREDIT        TERMS       RATE    COLLATERAL     DUE     9/30/2003
-----------  -----------  --------  -----------  -------  -----------
<C>          <S>          <C>       <C>          <C>      <C>
  1,000,000    Prime +2%     6%        (1)       9/25/03  $  267,361
  1,000,000    Prime +2%     6%        (1)       9/25/03     267,356
    100,000    Prime +2%     6%        (2)       9/25/03      99,549
    145,000    Prime +2%     6%        (3)       9/25/03     128,521
                                                          -----------
                                                          $   762,787
                                                          ===========
</TABLE>

     (1)  Assignment  of  Government contracts and personal guarantee of Company
          President.
     (1)  Personal  guarantee  of  Company  President.
     (2)  Cross-collateralized  with  real estate loan and personal guarantee of
          Company  President.

All  of the bank lines of credit were due September 25, 2003.  The Company is in
the process of negotiating a longer-term extension and modification of the lines
of  credit.


                                       11
<PAGE>

6.     DEBT,  CONTINUED:

Debt  consisted  of  the  following:

<TABLE>
<CAPTION>
                                                                                  SEPTEMBER 30, 2003
                                                                                  ------------------
<S>                                                                               <C>
Note  payable  to  a  bank,  due  in  monthly installments of $14,870, including
interest  at  8.50%.  Final  balloon  payment of $1,501,039 due October 1, 2004,
collateralized by real estate and a personal guarantee of the Company President.
                                                                                    $  1,549,230

Note  payable  to  a  bank,  due  in  monthly  installments of $1,588, including
interest  at  8.75%.  Final  Balloon  payment of $188,822 due December 27, 2004,
collateralized  by  a  condominium  and  a  personal  guarantee  of  the Company
President.                                                                               190,159

Note  payable  to  a  bank,  due  in  monthly  installments of $4,347, including
interest  at  prime  +  .25%  (4.25%  at September 30, 2003).  Final payment due
August  13,  2006,  collateralized  by  equipment  and  inventory.
                                                                                         122,455

Note  payable  to a financial corporation due in monthly installments of $2,655,
including  interest  at 22%.  Final payment due January 10, 2005, collateralized
by  certain  equipment  of  the  Company and a personal guarantee of the Company
President.                                                                                33,085
                                                                                  ------------------

                                                                                       1,894,929
Less  current  portion                                                                (1,892,273)
                                                                                  ------------------

 Total  long-term  debt                                                                 $  2,656
                                                                                  ==================
</TABLE>


                                       12
<PAGE>

7.     DUE  TO  RELATED  PARTIES:

Related  Party  Payables

Related party payables consist of the following:

<TABLE>
<CAPTION>
                                            September 30,
                                                2003
                                             (Unaudited)
<S>                                         <C>
  Cash advances made to the Company
    by a shareholder, non-interest
    bearing, payable upon demand . . . . .  $    698,064

Management consulting fees to a
    shareholder of the Company, non-
    interest bearing, payable upon demand.       106,957
                                            -------------

                                            $    805,021
                                            =============
</TABLE>

8.     SEGMENT  INFORMATION:

Segment  information  has been presented on a basis consistent with how business
activities  are  reported internally to management.  Management solely evaluates
operating profit by segment by direct costs of its products and services with an
allocation  of  indirect  costs.  The  Company  has  three  operating segments -
management  services, manufacturing, and engineering and information technology.
Management  services  include  providing engineering, technical, and operational
services  in  the  area  of defense range management specializing in bombing and
gunnery  training  range  operation  and  maintenance.  Manufacturing operations
include  the  design  and construction of munitions ground support equipment and
containers  for  the  shipping  and  storage  of  munitions  and equipment.  The
Company's engineering and information technology segment consists of the sale of
computer  software  developed  to assist in hazard management and weapons impact
analysis.


                                       13
<PAGE>

8.     SEGMENT  INFORMATION,  CONTINUED

The following is a summary of certain financial information related to the three
segments  during  the  three  and nine months ended September 30, 2003 and 2002:

<TABLE>
<CAPTION>
                                                    THREE MONTHS ENDED         NINE MONTHS  ENDED
                                                      SEPTEMBER 30,              SEPTEMBER 30,
                                                    2003         2002          2003          2002
                                                 -----------  -----------  ------------  ------------
<S>                                              <C>          <C>          <C>           <C>
TOTAL REVENUES BY SEGMENT
  Management Services . . . . . . . . . . . . .  $2,304,494   $2,162,548   $ 6,941,884   $ 6,474,548
  Engineering and Information Technology. . . .     599,711      194,796     1,363,711       645,796
  Manufacturing . . . . . . . . . . . . . . . .     383,404      575,202     1,698,404     1,434,202
                                                 -----------  -----------  ------------  ------------
    TOTAL REVENUES BY SEGMENT . . . . . . . . .   3,287,609   $2,932,782   $10,003,999   $ 8,554,546
                                                 ===========  ===========  ============  ============


OPERATING PROFIT (LOSS) BY SEGMENT
  Management Services . . . . . . . . . . . . .  $  239,467   $  (56,813)  $   412,283   $   (60,813)
  Engineering and Information Technology. . . .     325,325       59,063       640,325       255,064
  Manufacturing . . . . . . . . . . . . . . . .      (6,967)     (77,980)      168,033      (109,980)
  Operating Expenses. . . . . . . . . . . . . .    (369,035)     (177736)     (803,675)     (450,534)
  Impairment Loss . . . . . . . . . . . . . . .                               (145,974)
  Interest income (expense)net. . . . . . . . .     (61,640)     (75,578)     (210,785)     (241,186)
  Other income (expense), net . . . . . . . . .      43,680       27,033       115,218        86,156
  Discontinued operations . . . . . . . . . . .                                             (407,250)
  Cumulative effect of SFAS No. 142 . . . . . .                  (91,022)                    (91,022)
                                                 -----------  -----------  ------------  ------------

  Net Income before Provision for income taxes.  $  170,830   $ (393,033)  $   175,425   $(1,019,565)

  Provision for income taxes. . . . . . . . . .      (7,130)                   (42,710)

                                                 -----------  -----------  ------------  ------------
    NET INCOME (LOSS) . . . . . . . . . . . . .  $  163,700   $ (393,033)  $   132,715   $(1,019,565)
                                                 ===========  ===========  ============  ============
</TABLE>


                                       14
<PAGE>

ITEM  2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATIONS

You  should  read  the following discussion and analysis in conjunction with the
unaudited  financial  statements  (and  notes  thereto)  and  other  financial
information  of  our  company  appearing  elsewhere  in  this  report.

COMPARISON  OF  THE  THREE  MONTHS  ENDED  SEPTEMBER  30,  2003  AND  2002

CONSOLIDATED  OVERVIEW:

<TABLE>
<CAPTION>
                 FOR THE THREE MONTHS ENDED SEPTEMBER 30,
               --------------------------------------------
                      2003                  2002
               -------------------  -----------------------
<S>            <C>          <C>     <C>            <C>
Sales . . . .  $ 3,287,609  100.0%  $  2,932,782     100.0%
Cost of sales    2,729,784   83.0%     3,008,276     102.6%
               -----------  ------  -------------  --------

Gross margin.  $   557,825   17.0%  $   ( 75,730)  (  2.6)%
               ===========  ======  =============  ========
</TABLE>

Overall  sales  for  the  three-months ended September 30, 2003 increased by 12%
compared  to  the  same  period  in  2002.  This  increase  was due to increased
marketing  activity  during 2003. Gross margin as a percentage of sales improved
by  758%  due  to cost controls put in place in during the last quarter of 2002.


MANAGEMENT  SERVICES

<TABLE>
<CAPTION>
                 FOR THE THREE MONTHS ENDED SEPTEMBER 30,
               --------------------------------------------
                      2003                  2002
               -------------------  -----------------------
<S>            <C>          <C>     <C>            <C>
Sales . . . .  $ 2,304.068  100.0%  $  2,162,548     100.0%
Cost of sales    2,065.027   89.6%     2,219,361     102.6%
               -----------  ------  -------------  --------

Gross margin.  $   239,042   10.4%  $    (56,813)     (2.6)%
               ===========  ======  =============  ========
</TABLE>
Sales  in  the  Management  Services  segment increased approximately 7% for the
three-month  period ended September 30, 2003 compared to 2002.  The increases in
revenue  are primarily due to the scheduled increases in reimbursable labor cost
under  the  Service Contract Act and increased contract modifications requesting
additional  range  services.

Gross  margin  for  the  three-month period ended September 30, 2003 improved by
$295,855  due  to  improved  labor  cost  efficiencies  that were implemented in
2003.


ENGINEERING  AND  INFORMATION  TECHNOLOGY  SERVICES

<TABLE>
<CAPTION>
                 FOR THE THREE MONTHS ENDED SEPTEMBER 30,
               --------------------------------------------
                      2003                  2002
               -------------------  -----------------------
<S>            <C>          <C>     <C>            <C>
Sales . . . .  $   599,711  100.0%  $    194,796     100.0%
Cost of sales      274,386   45.8%       135,733      69.7%
               -----------  ------  -------------  --------

Gross margin.  $   325,325   54.2%  $     59,063      30.3%
               ===========  ======  =============  ========
</TABLE>


                                       15
<PAGE>

Sales  in  the Engineering and Information Technology Services segment increased
approximately  208%  for  the period ended September 30, 2003 as compared to the
same  period  in 2002.  Increased sales were a result of scheduled completion of
backlog  software  development  tasks  for  the  Safe-Range  program.

Gross  margin,  as  a  percent  of  sales,  increased  by  more  than 79% due to
significant  revenue  increases  in  the  3rd  quarter 2003.


MANUFACTURING  SEGMENT

<TABLE>
<CAPTION>
                 FOR THE THREE MONTHS ENDED SEPTEMBER 30,
               --------------------------------------------
                      2003                  2002
               -------------------  -----------------------
<S>            <C>          <C>     <C>            <C>
Sales . . . .  $   383,404  100.0%  $    575,202     100.0%
Cost of sales      390,371  101.8%       653,182     113.6%
               -----------  ------  -------------  --------

Gross margin.  $  (  6,967) (1.8)%  $    (77,980)   (13.6)%
               ===========  ======  =============  ========
</TABLE>

Sales  in  the  Manufacturing  segment  decreased 33% for the three-month period
ended September 30, 2003 as compared to 2002.  The decrease in revenue is due to
the  delay  of  the  federal  Department  of  Defense  budget  being approved by
Congress.  Demand  by  the  Spectrum  customer  base  remains  strong

While  still at a minimal loss, the gross margin improved by 87% due to improved
labor  efficiencies.


OPERATING  EXPENSES

                                       FOR THE THREE MONTHS ENDED SEPTEMBER 30,
                                     -------------------------------------------
                                            2003                  2002
                                     -------------------  ----------------------

Selling, general and administrative   $  369,035  100.0%    $  177,736  100.0%

SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSES  -  Selling,  general  and
administrative  ("SG&A")  expenses were $369,035 and $177,736 in the three-month
period  ended  September  30,  2003  and  2002,  respectively.  This increase of
$191,299  is  due  to  increased  legal and accounting costs associated with the
filing  of a registration statement with the Securities and Exchange Commission.


OTHER  INCOME  AND  EXPENSES

INTEREST  INCOME AND EXPENSE, NET - Net interest expense was $61,640 and $75,578
for  the  three-month  period  ended  September 30, 2003 and 2002, respectively.
OTHER INCOME AND EXPENSE, NET - Net other income was $43,680 and $15,097 for the
three-month  period  ended  September  30,  2003  and  2002,  respectively.  The
increase of $28,583 or 189% was primarily due to a reduction of the penalties we
incurred  during  2002  for  late  payment of payroll taxes and other late fees.


                                       16
<PAGE>

<TABLE>
<CAPTION>
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30,
               --------------------------------------------
                      2003                  2002
               -------------------  -----------------------
<S>            <C>          <C>     <C>            <C>
Sales . . . .  $10,003,999  100.0%  $  8,554,546     100.0%
Cost of sales    8,783,358   87.8%     8,470,276      99.0%
               -----------  ------  -------------  --------

Gross margin.  $ 1,220,641   12.2%  $     84,270       1.0%
               ===========  ======  =============  ========
</TABLE>


Overall  sales  for  the  nine-months  ended  September  30,  2003  increased by
approximately  17%  compared  to  the same period in 2002.  This increase can be
attributed  to  increased marketing activity of our services.  Gross margin as a
percentage  of  sales improved by 1139% due to cost controls that we implemented
in  December  2002.


MANAGEMENT  SERVICES

<TABLE>
<CAPTION>
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30,
               --------------------------------------------
                      2003                  2002
               -------------------  -----------------------
<S>            <C>          <C>     <C>            <C>
Sales . . . .  $ 6,941,884  100.0%   $ 6,474,548     100.0%
Cost of sales    6,529,601   94.1%     6,535,361     100.9%
               -----------  ------  -------------  --------

Gross margin.  $   412,283    5.9%   $   (60,813)     (0.9)%
               ===========  ======  =============  ========
</TABLE>

Sales  in  the  Management  Services  segment increased approximately 7% for the
nine-month  period  ended September 30, 2003 compared to 2002.  The increases in
revenue  are primarily due to the scheduled increases in reimbursable labor cost
under  the  Service Contract Act and increased contract modifications requesting
additional  range  services.

Gross  margin  for  the  nine-month  period ended September 30, 2003 improved by
approximately  $473,096.  This  increase  was  due  to  improved  labor  cost
efficiencies.


ENGINEERING  AND  INFORMATION  TECHNOLOGY  SERVICES

<TABLE>
<CAPTION>
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30,
               --------------------------------------------
                      2003                  2002
               -------------------  -----------------------
<S>            <C>          <C>     <C>            <C>
Sales . . . .  $ 1,363,711  100.0%     $ 645,796     100.0%
Cost of sales      723,386   53.0%       390,733      60.5%
               -----------  ------  -------------  --------

Gross margin.  $   640,325   47.0%     $ 255,063      39.5%
               ===========  ======  =============  ========
</TABLE>


                                       17
<PAGE>

Sales  in  the Engineering and Information Technology Services segment increased
approximately  111%  for  the period ended September 30, 2003 as compared to the
same  period  in 2002.  Increased sales were a result of scheduled completion of
backlog  software  development  tasks  for  the  Safe-Range  program.

Gross  margin,  as  a  percent  of  sales, increased by approximately 19% due to
increased  labor  costs  as  a  result  of  hiring  additional employees in this
division.


MANUFACTURING  SEGMENT

<TABLE>
<CAPTION>
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30,
               --------------------------------------------
                      2003                  2002
               -------------------  -----------------------
<S>            <C>          <C>     <C>            <C>
Sales . . . .  $ 1,698,404  100.0%   $ 1,434,202     100.0%
Cost of sales    1,530,371   90.1%     1,544,182     107.7%
               -----------  ------  -------------  --------

Gross margin.  $   168,033    9.9%   $  (109,980)     (7.7)%
               ===========  ======  =============  ========
</TABLE>

Sales in the Manufacturing segment increased 18% for the nine-month period ended
September  30,  2003 as compared to 2002.  The increase in revenue is due to the
expansion  the  customer  base  for  the  Spectrum  manufactured  products.

Gross  margin  increased  by  $278,013  due  to  the  labor  cost  efficiencies
implemented  in  2003.

OPERATING  EXPENSES

                                       FOR THE NINE MONTHS ENDED SEPTEMBER 30,
                                     -------------------------------------------
                                            2003                  2002
                                     -------------------  ----------------------

Selling, general and administrative   $  949,649  100.0%    $  450,534  100.0%

SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSES  -  Selling,  general  and
administrative  ("SG&A")  expenses were $949,649 and $450,534 for the nine month
period  ending  September  30,  2003  and  2002,  respectively. This increase of
approximately  $499,115  or 1.10% was due to increased legal and accounting fees
associated with filing a registration statement with the Securities and Exchange
Commission  and  the  impairment  loss  taken  for  $145,974  in relation to the
acquisition.


                                       18
<PAGE>

IMPAIRMENT  LOSS

                                       FOR THE NINE MONTHS ENDED SEPTEMBER 30,
                                     -------------------------------------------
                                            2003                  2002
                                     -------------------  ----------------------

      Impairment Loss                $  146,000   100.0%    $   -0-     100.0%

IMPAIRMENT  LOSS - On April 3, 2003, Spectrum Sciences & Software Holdings Corp.
(formerly  Silva  Bay  International,  Inc.)  entered  into  an  asset  purchase
agreement  to  purchase  all  of the assets and assume all of the liabilities of
Spectrum  Sciences  &  Software,  Inc. in exchange for the issuance of 2,500,000
shares of our common stock.  As a result of the acquisition, Spectrum Sciences &
Software,  Inc. will have access to additional capital markets.  The acquisition
was  accounted  for  under  the  purchase method of accounting; accordingly, the
purchase price was allocated to reflect the fair value of assets and liabilities
acquired at the date of acquisition.  Based on an evaluation of all of the facts
and  circumstances  of  this transaction, we determined that Spectrum Sciences &
Software,  Inc.  is the accounting acquirer.  As of the date of the acquisition,
management  has  determined  that  the  goodwill  has  no  value;  therefore, an
impairment  charge  of  approximately $146,000 was recorded during the six month
period  ending  June  30,  2003.

OTHER  INCOME  AND  EXPENSES
INTEREST  INCOME  AND  EXPENSE, NET -  Net interest expense totaled $210,785 and
$241,186  for  the  nine  month  periods  ended  September  30,  2003  and 2002,
respectively.  The  decrease  of $30,401 or 13% was a result of lower prevailing
interest  rates  and  lower  average  loan  balances.
OTHER  INCOME  AND  EXPENSE,  NET  -  Net  other income in the nine months ended
September  30,  2003  was  $115,218 compared to other income of $86,156 in 2002.
Our  other  income  consists  primarily  of  rental  income  received  from  L3
Communications,  (formerly  Raytheon).

ITEM  3.     CONTROLS  AND  PROCEDURES
Our principal executive and financial officer evaluated the effectiveness of our
disclosure  controls  and  procedures  as  of a date within 90 days prior to the
filing  of  this  report.  Based on this evaluation, our principal executive and
financial  officer  concluded  that our controls and procedures are effective in
providing  reasonable assurance that the information required to be disclosed in
this  report  is  accurate  and  complete  and  has  been  recorded,  processed,
summarized  and  reported within the time period required for the filing of this
report.  Subsequent  to  the  date  of  this evaluation, there have not been any
significant  changes  in  our  internal  controls or, to our knowledge, in other
factors  that  could  significantly  affect  our  internal  controls.


                                       19
<PAGE>

Consistent  with  Section  10A(i)(2)  of the Securities Exchange Act of 1934, as
added  by  Section 202 of the Sarbanes-Oxley Act of 2002, we are responsible for
listing  the  non-audit  services  approved  by  our  Board  of  Directors to be
performed  by  Tedder,  James,  Worden  & Associates, P.A. our external auditor.
Non-audit  services  are  defined  as  services  other  than  those  provided in
connection  with an audit or a review of our financial statements.  Our Board of
Directors  currently  has not approved the engagement of Tedder, James, Worden &
Associates,  P.A.  to  perform any non-audit services in 2003, except for income
tax  preparation.

                           PART II - OTHER INFORMATION

ITEM  1.     LEGAL  PROCEEDINGS

On  January  13,  2003,  The  Trident Company obtained a default judgment in the
District  Court  of  Tulsa  County,  State  of  Oklahoma, Case No. CJ-2003-1787,
against  Spectrum  Sciences & Software, Inc. and Spectrum Manufacturing, Inc. in
the  amount  of  approximately  $143,000.  The  current balance is $52,380 as of
December  2,  2003.

On  April  21,  2003, the United States Internal Revenue Service obtained a lien
against  any  and  all  of  Spectrum's  assets  in  the  amount  of  $173,041.
Spectrum  has  entered  into  an  installment  payment  plan with the IRS, which
specifies  that Spectrum will pay to the IRS $7,500 a month for 4   months.  The
December  2,  2003  current  IRS  balance  is  $33,425.

We  currently  have  a  debt  to  Washington  Group  International,  Inc.  of
approximately  $73,900, and this debt may be reduced pursuant to a confession of
judgment.  We  are  attempting  to  resolve  this  debt.  The current balance is
$52,778.

In  December, 2002, three Spectrum employees each filed complaints for violation
of  civil  rights,  discrimination,  harassment,  hostile  work  environment and
retaliation  in the United States District Court, District of Arizona.  The Case
numbers  for  these  complaints are: CIV '02 2621 PHX MHM; CIV '02 2619 PHX DKD;
and CIV '02 2620 PHX FJM.  In January, 2003, Spectrum filed answers to all three
complaints,  denying  all  allegations  of wrongdoing.  All three plaintiffs are
claiming  "undue  stress  and  anxiety"  from Spectrum's actions.  There were no
damage  amounts  specified in any of the actions.  The plaintiffs are requesting
the  following:

a)     Compensatory  damages,  plus  special  in
       incidental  damages  in  such  a  sum  as  may  be  proven  at  trial;
b)     For  punitive  damages  in  such  a  sum  as  may  be  proven  at  trial;
c)     For  cost  for  the  suit;
d)     For  attorney's  fees;  and
e)     For  other  such  relief  as  the  Court  deems  just  and  proper.


                                       20
<PAGE>

ITEM  1.     LEGAL  PROCEEDINGS,  CONTINUED

Spectrum  does  not  know  what  the  outcome  of  this  litigation  will  be.

On  or  about  May  28,  2003,  Business  &  Commercial  Brokerage, Inc. filed a
complaint against Spectrum Sciences & Software, Inc. (a Florida Corporation) and
Donal  R.  Myrick  (Case  No.  2003  CA  001093) in the Circuit Court in and for
Escambia  County,  Florida.  The  complaint  is  based upon an alleged breach of
contract  related  to  the  sale  of  any  and all assets of Spectrum Sciences &
Software,  Inc.  The  plaintiff Business & Commercial Brokerage, Inc. is seeking
damages  in  the  form  of  a  sales commission, additional unspecified damages,
interests,  court  costs and attorney fees.  Spectrum has answered the complaint
with  an  affirmative  defense that Business & Commercial Brokerage, Inc. is not
owed  any  commission  or  any  other  damages.

On  November  12,  2003,  Spectrum  filed  a  Second  Motion  to Amend Answer of
Defendant,  Spectrum Sciences & Software, Inc. and Motion to file Counterclaims.
The  motion  states  the Spectrum recently discovered additional facts which are
fundamental for its affirmative defense to liability and which create a cause of
action for reformation against Plaintiff.  Spectrum recently discovered that the
Agreement  sued  on  by  the  Plaintiff is not the Agreement entered into by the
parties.  Spectrum  does  not  know what the outcome of this litigation will be.

Spectrum  is  not  aware  of  any  other  pending  or  threatened  litigation.

On  November  24,  2003, Spectrum received a waiver for the reduction of penalty
and interest charges from the Internal Revenue Service in the amount of $38,070.
This  was  related  to  September  2000.

ITEM  2.     CHANGES  IN  SECURITIES

Not  applicable.


ITEM  3.     DEFAULTS  IN  SENIOR  SECURITIES

Not  applicable.


ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

In  accordance  with  the Delaware General Corporation Law Section 228(a), as of
September  26,  2003,  and  the  holders of approximately 59%  of the issued and
outstanding  shares of common stock (or 10,880,000 shares), $.0001 par value, of
the  Company,  in  person  or by proxy, by their consent in writing, authorized,
approved and adopted a resolution respecting the removal of Harold Dwain Brannon
and  Dyron  M.  Watford  as members of the Board of Directors without cause, and
elected  Brent  Lokash and Kelly Armstrong to fill the vacancies created by such
the  removals.  Pursuant  thereto,  the Shareholder Consent was delivered to the
Company  on  October 16, 2003.  Subsequently, it was learned by the Company that
Brent  Lokash  did not desire to participate as a member of the Company's Board.
On October 20, 2003, the Board of Directors elected Karl Heer as a member of the
Board  of  Directors  to  serve until the next annual meeting of Stockholders or
until  his  successor is duly elected and qualified, or until his earlier death,
resignation  or  removal.

The Company's current board members include Kelly Armstrong, Karl Heer and Donal
Myrick.


ITEM  5.     OTHER  INFORMATION

Not  applicable.


ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

     a)   Exhibits

          31.1 Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive
               Officer

          31.2 Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Financial
               Officer

          32.1 Section  1350  Certification  of  Chief  Executive  Officer

          32.2 Section  1350  Certification  of  Chief  Financial  Officer

b)     Reports  on  Form  8-K:

          None


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                                   SIGNATURES


Pursuant  to  the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this report to be signed
on  its behalf by the undersigned, thereunto duly authorized, on this 3rd day of
December  2003.


                                      SPECTRUM SCIENCES & SOFTWARE HOLDINGS CORP


                                            By: /s/ Donal R. Myrick
                                                --------------------------------
                                                Donal R. Myrick, Chief Executive
                                                Officer, President, and Chairman
                                                of the Board


The  undersigned,  the Chief Financial Officer of the Registrant, certifies that
this  report complies with all of the requirements of section 13(a) and 15(d) of
the  Exchange  Act and the information contained in this report fairly presents,
in  all  material respects, the financial condition and results of operations of
the  Registrant.

                                                Date: December 3, 2003

                                                /s/ Nancy Gontarek
                                                --------------------------------
                                                Nancy  Gontarek,
                                                Chief  Financial  Officer


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