UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 
 FORM 10-Q/A
 
 (Mark
One)
 x
              QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For the
quarterly period ended:  March 28,
2010
  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:  000-50373
 Horne
International, Inc.
 
 (Exact
name of registrant as specified in its charter)
  Delaware
                      
                      90-0182158(State
      or other jurisdiction of
                      
                      (I.R.S.
      Employerincorporation
      or organization)
                      
                      Identification
      No.)3975
      University Drive, Suite 100,Fairfax,
      Virginia
                      
                      22030(Address
      of principal executive offices)
                      
                      (Zip
      Code)
 
 Registrant’s
telephone number, including area code:  703-641-1100
 
 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, 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, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange
Act.
 
 Large
Accelerated filer  ̈
Accelerated Filer  ̈  Non-Accelerated
Filer  ̈  Small
Reporting Company x
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
 Yes  ̈       No
x
  As of
April 29, 2010 there were 42,687,324 shares of the issuer’s common stock, par
value $0.0001 per share, outstanding.
  
  EXPLANATORY
NOTE
  Horne
International, Inc. is filing this Amendment No. 2 to its Form 10-Q for the
quarter ended March 28, 2010 (the “Form 10-Q”) because it inadvertently omitted,
from the certifications of its Chief Executive Officer and Chief Financial
Officer, which were filed as Exhibits 31.1 and 31.2, respectively, to the Form
10-Q, certain required language with respect to internal control over financial
reporting. This amendment contains, as Exhibits 31.1 and 31.2, certifications
that contain the previously omitted language. This amendment does not reflect
events occurring after the filing of the Form 10-Q and, except as set forth
herein, does not update or modify the disclosures in the Form 10-Q.
  ITEM  6.      EXHIBITS
 
 2.1  Stock
Purchase and Sale Agreement, dated as of January 28, 2005, by and among Spectrum
Sciences & Software Holdings Corp., Coast Engine and Equipment Co., Inc,
Louis T. Rogers and Marilyn G. Rogers (previously filed on Form 8-K, filed with
the Securities and Exchange Commission on March 3, 2005)
 
 2.2  Agreement
and Plan of Merger, dated as of April 14, 2005, by and among Spectrum Sciences
& Software Holdings Corp., Horne Acquisition, LLC, Horne Engineering
Services, Inc., Darryl K. Horne, Charlene M. Horne, and Michael M. Megless
(previously filed on Form 8-K, filed with the Securities and Exchange Commission
on May 17, 2005)
 
 3.1  Certificate
of Incorporation, filed August 28, 1998 (previously filed in registration
statement on Form 10SB12B File No. 1-31710, filed with the Securities and
Exchange Commission on June 10, 2003)
 
 3.2  Certificate
of Renewal and Revival, filed March 24, 2003 (previously filed in registration
statement on Form 10SB12B File No. 1-31710, filed with the Securities and
Exchange Commission on June 10, 2003)
 
 3.3  Certificate
of Amendment of Certificate of Incorporation, filed April 8, 2003 (previously
filed in registration statement on Form 10SB12B File No. 1-31710, filed with the
Securities and Exchange Commission on June 10, 2003)
 
 3.4
Certificate of Merger filed with the Delaware Secretary of State (previously
filed in registration statement on Form 10SB12B File No. 1-31710, filed with the
Securities and Exchange Commission on June 10, 2003)
 
 3.5  Articles
of Merger filed with the Florida Secretary of State (previously filed in
registration statement on Form 10SB12B File No. 1-31710, filed with the
Securities and Exchange Commission on June 10, 2003)
 
 3.6  Amended
Articles of Incorporation of Horne International, Inc. (previously filed on Form
8-K, filed with the Securities and Exchange Commission on September 6,
2006)
 
 3.7  Amended
and Restated Bylaws of Spectrum Sciences & Software Holdings Corp., as
amended (previously filed on Form 10-Q, filed with the Securities and Exchange
Commission on November 14, 2005)
 
 3.8  Amendment
to the Amended and Restated Bylaws of Spectrum Sciences & Software Holdings
Corp., as amended (previously filed on Form 8-K, filed with the Securities and
Exchange Commission on May 2, 2006)
 
 4.1
Specimen Certificate of Common Stock (previously filed on Form 10SB12B File No.
1-31710, filed with the Securities and Exchange Commission on June 10,
2003)
 
 4.2  Registration
Rights Agreement, dated as of May 11, 2005, by and between Spectrum Sciences
& Software Holdings Corp., Darryl K. Horne, Charlene M. Horne and Michael M.
Megless (previously filed on Form 8-K, filed with the Securities and Exchange
Commission on May 17, 2005)
  2
 
 10.1*  Employment
Agreement, dated as of May 11, 2005, by and between Spectrum Sciences &
Software Holdings Corp. and Darryl K. Horne (previously filed on Form 8-K, filed
with the Securities and Exchange Commission on May 17, 2005)
 
 10.2*  First
Amendment to Employment Agreement, dated as of May 23, 2005, by and between
Spectrum Sciences & Software Holdings Corp. and Darryl K. Horne (previously
filed on Form 8-K, filed with the Securities and Exchange Commission on May 27,
2005)
 
 10.4*  2004
Non-Statutory Stock Option Plan dated March 11, 2004 (previously filed on Form
8-K, filed with the Securities and Exchange Commission on March 12,
2004)
 
 10.5*  Amended
and Restated Number 1 2004 Non-Statutory Stock Option Plan, dated April 16, 2004
(previously filed on Form 8-K, filed with the Securities and Exchange Commission
on April 21, 2004)
 
 10.6*  Amended
and Restated Number 2 2004 Non-Statutory Stock Option Plan, dated November 15,
2004 (previously filed on Form 8-K, filed with the Securities and Exchange
Commission on November 19, 2004)
 
 10.11
Receivables financing agreement, dated August 6, 2008 by and between Horne
International, Inc. and Darryl K. Horne. (previously filed with the Securities
and Exchange Commission on November 6, 2008)
 
 10.20  Agreement,
dated as of March 23, 2010 by and between Horne International, Inc. and
Intelligent Decisions, Inc (previously filed)
 
 31.1  Certification
of Chief Executive Officer Pursuant to Section 302 of the Sarbanes –Oxley Act of
2002 (filed herewith)
 
 31.2  Certification
of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 (filed herewith)
 
 32.1
Certification of the Chief Executive Officer and the Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (previously
filed)
 
 *
Indicates management contract or compensatory arrangement.
  3
  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 4th day of October
2010.
  HORNE
INTERNATIONAL, INC.
 
 By:
                /s/ Darryl K. HorneDarryl
      K. HornePresident
      and Chief Executive OfficerBy:
                /s/ Paige E. ShannonPaige
      E. ShannonInterim
      Chief Financial Officer
  4
 ITEM  6.      EXHIBITS
 
 2.1  Stock
Purchase and Sale Agreement, dated as of January 28, 2005, by and among Spectrum
Sciences & Software Holdings Corp., Coast Engine and Equipment Co., Inc,
Louis T. Rogers and Marilyn G. Rogers (previously filed on Form 8-K, filed with
the Securities and Exchange Commission on March 3, 2005)
 
 2.2  Agreement
and Plan of Merger, dated as of April 14, 2005, by and among Spectrum Sciences
& Software Holdings Corp., Horne Acquisition, LLC, Horne Engineering
Services, Inc., Darryl K. Horne, Charlene M. Horne, and Michael M. Megless
(previously filed on Form 8-K, filed with the Securities and Exchange Commission
on May 17, 2005)
 
 3.1  Certificate
of Incorporation, filed August 28, 1998 (previously filed in registration
statement on Form 10SB12B File No. 1-31710, filed with the Securities and
Exchange Commission on June 10, 2003)
 
 3.2  Certificate
of Renewal and Revival, filed March 24, 2003 (previously filed in registration
statement on Form 10SB12B File No. 1-31710, filed with the Securities and
Exchange Commission on June 10, 2003)
 
 3.3  Certificate
of Amendment of Certificate of Incorporation, filed April 8, 2003 (previously
filed in registration statement on Form 10SB12B File No. 1-31710, filed with the
Securities and Exchange Commission on June 10, 2003)
 
 3.4
Certificate of Merger filed with the Delaware Secretary of State (previously
filed in registration statement on Form 10SB12B File No. 1-31710, filed with the
Securities and Exchange Commission on June 10, 2003)
 
 3.5  Articles
of Merger filed with the Florida Secretary of State (previously filed in
registration statement on Form 10SB12B File No. 1-31710, filed with the
Securities and Exchange Commission on June 10, 2003)
 
 3.6  Amended
Articles of Incorporation of Horne International, Inc. (previously filed on Form
8-K, filed with the Securities and Exchange Commission on September 6,
2006)
 
 3.7  Amended
and Restated Bylaws of Spectrum Sciences & Software Holdings Corp., as
amended (previously filed on Form 10-Q, filed with the Securities and Exchange
Commission on November 14, 2005)
 
 3.8  Amendment
to the Amended and Restated Bylaws of Spectrum Sciences & Software Holdings
Corp., as amended (previously filed on Form 8-K, filed with the Securities and
Exchange Commission on May 2, 2006)
 
 4.1
Specimen Certificate of Common Stock (previously filed on Form 10SB12B File No.
1-31710, filed with the Securities and Exchange Commission on June 10,
2003)
 
 4.2  Registration
Rights Agreement, dated as of May 11, 2005, by and between Spectrum Sciences
& Software Holdings Corp., Darryl K. Horne, Charlene M. Horne and Michael M.
Megless (previously filed on Form 8-K, filed with the Securities and Exchange
Commission on May 17, 2005)
 
 10.1*  Employment
Agreement, dated as of May 11, 2005, by and between Spectrum Sciences &
Software Holdings Corp. and Darryl K. Horne (previously filed on Form 8-K, filed
with the Securities and Exchange Commission on May 17, 2005)
 
 10.2*  First
Amendment to Employment Agreement, dated as of May 23, 2005, by and between
Spectrum Sciences & Software Holdings Corp. and Darryl K. Horne (previously
filed on Form 8-K, filed with the Securities and Exchange Commission on May 27,
2005)
 
 10.4*  2004
Non-Statutory Stock Option Plan dated March 11, 2004 (previously filed on Form
8-K, filed with the Securities and Exchange Commission on March 12,
2004)
  5
 
 10.5*  Amended
and Restated Number 1 2004 Non-Statutory Stock Option Plan, dated April 16, 2004
(previously filed on Form 8-K, filed with the Securities and Exchange Commission
on April 21, 2004)
 
 10.6*  Amended
and Restated Number 2 2004 Non-Statutory Stock Option Plan, dated November 15,
2004 (previously filed on Form 8-K, filed with the Securities and Exchange
Commission on November 19, 2004)
 
 10.11
Receivables financing agreement, dated August 6, 2008 by and between Horne
International, Inc. and Darryl K. Horne. (previously filed with the Securities
and Exchange Commission on November 6, 2008)
 
 10.20  Agreement,
dated as of March 23, 2010 by and between Horne International, Inc. and
Intelligent Decisions, Inc (previously filed)
 
 31.1  Certification
of Chief Executive Officer Pursuant to Section 302 of the Sarbanes –Oxley Act of
2002 (filed herewith)
 
 31.2  Certification
of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 (filed herewith)
 
 32.1
Certification of the Chief Executive Officer and the Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (previously
filed)
 
 *
Indicates management contract or compensatory arrangement.
  6