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

                                   FORM 10-QSB

(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 31, 1999

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

               For the transition period from ________ to ________


                         Commission file number 0-13092

                              SPECTRASCIENCE, INC.
                              --------------------
                      (Exact name of small business issuer
                          as specified in its charter)

               MINNESOTA                                41-1448837
-------------------------------------    ---------------------------------------
    (State or other jurisdiction         (I.R.S. Employer Identification Number)
  of incorporation or organization)

                         3650 ANNAPOLIS LANE, SUITE 101
                          MINNEAPOLIS, MINNESOTA 55447
                          ----------------------------
                    (Address of principal executive offices)

                                 (612) 509-9999
                                 --------------
                           (Issuer's telephone number)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 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 ___

The number of shares of the Registrant's common stock, par value $.25 per share,
outstanding on May 14, 1999 was 5,296,720.

Transitional Small Business Disclosure Format (Check one): Yes ___    No _X_

<PAGE>


                              SPECTRASCIENCE, INC.

                                   FORM 10-QSB

                                 MARCH 31, 1999

                                TABLE OF CONTENTS


                                                                            PAGE
                                                                             NO.

PART I -- FINANCIAL INFORMATION................................................3
    ITEM 1.  FINANCIAL STATEMENTS..............................................3
    ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
             AND RESULTS OF OPERATIONS.........................................6

PART II -- OTHER INFORMATION...................................................8
    ITEM 1.  LEGAL PROCEEDINGS.................................................8
    ITEM 2.  CHANGES IN SECURITIES.............................................8
    ITEM 3.  DEFAULTS UPON SENIOR SECURITIES...................................8
    ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...............8
    ITEM 5.  OTHER INFORMATION.................................................8
    ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.................................10

SIGNATURES....................................................................11

EXHIBIT 27: FINANCIAL DATA SCHEDULE

EXHIBIT 99: FORWARD-LOOKING STATEMENTS


                                     Page 2
<PAGE>


PART I -- FINANCIAL INFORMATION

                              SPECTRASCIENCE, INC.

                                   FORM 10-QSB

                           BALANCE SHEETS (UNAUDITED)

<TABLE>
<CAPTION>
                                                          March 31,      December 31,
                                                            1999            1998(1)
                                                        ------------     ------------
                                                         (Unaudited)       (Audited)
<S>                                                     <C>              <C>         
ASSETS
Current assets:
    Cash and cash equivalents                           $  1,976,112     $    301,970
    Inventory                                                193,197          185,625
    Other current assets                                      71,636           85,253
                                                        ------------     ------------
Total current assets                                       2,240,945          572,848

Net fixed assets                                             245,795          247,531
                                                        ------------     ------------
            TOTAL ASSETS                                $  2,486,740     $    820,379
                                                        ============     ============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
    Accounts payable                                    $    206,384     $    281,986
    Accrued compensation and taxes                           132,804           99,263
    Accrued expenses                                          60,919           56,990
    Accrued clinical research fees                           147,372          162,400
                                                        ------------     ------------
Total current liabilities                                    547,479          600,639

Commitments

SHAREHOLDERS' EQUITY
Common stock, $.25 par value:
    Authorized--10,000,000 shares
    Issued and outstanding--
       5,296,720 shares on March 31, 1999 and
       4,737,804 shares on December 31, 1998               1,324,180        1,184,451
Additional paid-in capital                                47,626,744       45,586,659
Accumulated deficit                                      (47,011,663)     (46,551,370)
                                                        ------------     ------------
            TOTAL SHAREHOLDERS' EQUITY                     1,939,261          219,740
                                                        ------------     ------------
            TOTAL LIABILITIES AND
                   SHAREHOLDERS' EQUITY                 $  2,486,740     $    820,379
                                                        ============     ============
</TABLE>

(1)   THE BALANCE SHEET ON DECEMBER 31, 1998 IS DERIVED FROM THE AUDITED
      FINANCIAL STATEMENTS AT THAT DATE BUT DOES NOT INCLUDE ALL OF THE
      INFORMATION AND FOOTNOTES REQUIRED BY GENERALLY ACCEPTED ACCOUNTING
      PRINCIPLES FOR COMPLETE FINANCIAL STATEMENTS.

SEE NOTES TO FINANCIAL STATEMENTS.


                                     Page 3
<PAGE>


                              SPECTRASCIENCE, INC.

                                   FORM 10-QSB

                      STATEMENTS OF OPERATIONS (UNAUDITED)


                                              THREE MONTHS ENDED
                                                   MARCH 31
                                        ----------------------------

                                             1999            1998
                                             ----            ----

Operating expenses
   Research and development                  282,024          337,929
   Selling, general and
     administrative                          193,507          219,140
                                        ------------     ------------
Total operating expenses                     475,531          557,069

Interest and other income                     15,238           19,210
                                        ------------     ------------

Net loss                                $   (460,293)    $   (537,859)
                                        ============     ============

Net loss per common share               $      (0.09)    $      (0.12)

Weighted average common
Shares outstanding                         4,908,101        4,521,843


SEE NOTES TO FINANCIAL STATEMENTS.


                                     Page 4
<PAGE>


                              SPECTRASCIENCE, INC.

                                   FORM 10-QSB

                       STATEMENTS OF CASH FLOW (UNAUDITED)

<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED
                                                                    MARCH 31
                                                          ----------------------------
                                                              1999            1998
                                                              ----            ----
<S>                                                       <C>             <C>          
OPERATING ACTIVITIES
  Net loss                                                $   (460,293)   $   (537,859)
  Adjustments to reconcile net loss to cash
    used in operating activities:
    Depreciation                                                14,144          14,446
      Changes in operating assets and liabilities:
         Decrease in accounts receivable                            --              --
         (Increase) decrease in inventories                     (7,572)       (226,431)
         Decrease in other current assets                       13,617          26,818
         (Decrease) increase in current liabilities            (53,160)       (127,114)
                                                          ------------    ------------

         Net cash used in operating activities                (493,264)       (850,140)

INVESTING ACTIVITIES
  Purchase of fixed assets                                     (12,408)         (6,373)
                                                          ------------    ------------

         Net cash used in investing activities                 (12,408)         (6,373)

FINANCING ACTIVITIES
  Proceeds from issuance of common stock                     2,179,814         575,561
                                                          ------------    ------------
         Net cash provided by financing activities           2,179,814         575,561

  Net increase (decrease) in cash and cash equivalents       1,674,142        (280,952)

CASH AND CASH EQUIVALENTS
  AT BEGINNING OF PERIOD                                       301,970       1,638,173
                                                          ------------    ------------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                                        $  1,976,112    $  1,357,221
                                                          ============    ============
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.


                                     Page 5
<PAGE>


                              SPECTRASCIENCE, INC.

                                   FORM 10-QSB

                                 MARCH 31, 1999

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

         CERTAIN STATEMENTS IN THIS FORM 10-QSB CONSTITUTE "FORWARD-LOOKING
STATEMENTS" WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995. WORDS OR PHRASES SUCH AS "MAY," "EXPECTS," "WILL CONTINUE," "IS
ANTICIPATED," "MANAGEMENT BELIEVES," "ESTIMATE," "PROJECTS," "HOPE" OR SIMILAR
EXPRESSIONS OR THE NEGATIVES THEREOF IDENTIFY FORWARD-LOOKING STATEMENTS. SUCH
FORWARD-LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM HISTORICAL, CURRENTLY
ANTICIPATED OR PROJECTED RESULTS. WE CAUTION YOU NOT TO PLACE UNDUE RELIANCE ON
FORWARD-LOOKING STATEMENTS. PLEASE REFER TO EXHIBIT 99 OF THE COMPANY'S
QUARTERLY REPORT ON FORM 10-QSB FOR THE QUARTER ENDED MARCH 31, 1999, FOR
CERTAIN IMPORTANT CAUTIONARY FACTORS, RISKS AND UNCERTAINTIES RELATED TO
FORWARD-LOOKING STATEMENTS.



NOTES TO FINANCIAL STATEMENTS

NOTE A      BASIS OF PRESENTATION

         The accompanying unaudited financial statements of SPECTRASCIENCE, Inc.
(the "Company" or "we") have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-QSB and Article 10 of Regulation S-X. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three month period ended March 31, 1999 are not necessarily
indicative of the results that may be expected for the year ended December 31,
1999. These statements should be read in conjunction with the financial
statements and related notes which are incorporated by reference in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 1998.


NOTE B      NET LOSS PER SHARE

         Net loss per share is computed using the weighted average number of
common shares outstanding during the period. Common equivalent shares from stock
options and warrants are excluded from the computation as their effect is
anti-dilutive. In February 1997, the Financial Accounting Standards Board (FASB)
issued FASB Statement No. 128, "EARNINGS PER SHARE" (the "Statement"). This
Statement replaces the presentation of primary earnings per share (EPS) with
basic EPS and also requires dual presentation of basic and diluted EPS for
entities with complex capital structures. This Statement was effective for the
fiscal year ending December 31, 1998. For the quarter ended March 31, 1999,
there is no difference between basic earnings per share under Statement No. 128
and primary net loss per share as reported.


ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
            AND RESULTS OF OPERATIONS

(a)      BUSINESS

         SpectraScience, Inc. develops and manufactures innovative,
minimally-invasive spectroscopic systems to facilitate real-time differentiation
and diagnosis of cancerous and diseased tissue by utilizing advanced
spectroscopy, fiber optics, computer hardware and software.

                                     Page 6
<PAGE>


         SPECTRASCIENCE, Inc. was incorporated in the state of Minnesota on May
4, 1983 as GV Medical, Inc., and is located at 3650 Annapolis Lane, Suite 101,
Minneapolis, Minnesota 55447-5434. Our telephone number is (612) 509-9999, and
our fax number is (612) 509-9805. Our web-site can be accessed at
http://www.spectrascience.com, and our e-mail address is
spsi@spectrascience.com. The Company's common stock, par value $.25 per share
(the "Common Stock"), is traded on the Over-The-Counter Bulletin Board under the
symbol SPSI.


(b)      RESULTS OF OPERATIONS

         The Company recorded no revenue for the three months ended March 31,
1999 and March 31, 1998. As a result, the Company had no the cost of products
sold or gross profit for the same periods.

         Research and development expenses for the three months ended March 31,
1999 were $282,024, compared to $337,929 for the same period in 1998. The
decrease of 16.5% was primarily due to lower consulting, salary and design
engineering expenses. Design engineering expenses were less because most of the
costs associated with the design of our Optical BiopsyTM System were incurred in
late 1997 and throughout 1998.

         Selling, general and administrative expenses for the three months ended
March 31, 1999 were $193,507, compared to $219,140 for the same period in 1998.
The decrease of 11.7% was primarly due to lower salary expenses and investor
relations expenses. This was partially offset by increases in consulting and
shareholder expenses, professional service expenses related to our attempt to
maintain our NASDAQ SmallCap Market listing, and fund-raising efforts such as
the private placement of the Company's Common Stock which closed in the first
quarter of 1999.

         Interest and other income for the three months ended March 31, 1999 was
$15,238, compared to $19,210 for the same period in 1998. The decrease of 20.7%
was due to lower balances in cash and cash equivalents.

         As a result of the above factors, the net loss for the three months
ended March 31, 1999 was $460,293, compared to a net loss of $537,859 for the
same period in 1998. This represents a decrease of 14.4% from the same period in
1998. The net loss per share for the three months ended March 31, 1999 was $.09
compared to $.12 for the same period in 1998.


(c)      LIQUIDITY AND SOURCES OF CAPITAL

         Cash and cash equivalents on March 31, 1999 were $1,976,112, compared
to $301,970 on December 31, 1998. The increase in our cash position from
December 31, 1998 to March 31, 1999 was primarily the result of warrants being
exercised and a private placement of the Company's Common Stock.

         The working capital of the Company on March 31, 1999 was $1,693,466,
compared to ($27,791) on December 31, 1998. This increase of 61.9% was primarily
due to an increase in cash and cash equivalents as a result of warrant exercises
and a private placement of Common Stock.

         Net cash used in operating activities for the three months ended March
31, 1999 was $493,264, compared to $850,140 for the same period in 1998. This
decrease of 41.9% was primarily due to a lower


                                     Page 7
<PAGE>


net loss for the reasons stated above, a lower increase in inventory, and a
lower decrease in current liabilities in 1999 compared to 1998.

         Net cash used in investing activities for the three months ended March
31, 1999 was $12,408, compared to net cash used of $6,373 for the same period in
1998. This increase was due to the purchase of additional capital equipment.

         Net cash provided by financing activities for the three months ended
March 31, 1999 was $2,179,814, compared to $575,561 for the same period in 1998.
The additional cash provided for the quarter ended March 31, 1999 was the result
of (a) warrant exercises for 87,668 shares of the Common Stock at $6.00 per
share; (b) warrant exercises for 174,998 shares of the Common Stock at $3.00 per
share by shareholders who invested in the Company's issuance of Series A
Convertible Preferred Stock in June 1995; (c) a stock option exercise for 2,500
shares of the Common Stock at $4.7625 per share; and (d) a private placement of
293,750 shares of the Company's Common Stock at $4.00 per share. See Part II -
Item 5 for additional information relating to these financing activities.


PART II -- OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

         On or about September 4, 1998, we were served with a Complaint in the
case of Paul Gibson v. SpectraScience, Inc. (Minn. 4th Jud. Dist.), claiming
that the plaintiff, who was at one time a financial consultant to the Company,
was entitled to receive options for 50,000 shares of our Common Stock at an
exercise price of $2.50 per share. Mr. Gibson was retained to successfully
complete a proposed private placement financing. The stock options were to vest
upon the successful closing of the proposed financing on or before December 31,
1994. The proposed financing did not occur. The parties are in the process of
exchanging information in the case. The Company believes the claim to lack merit
and intends to defend itself vigorously.

ITEM 2.     CHANGES IN SECURITIES

         Not Applicable


ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

         Not Applicable


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

         Not Applicable


ITEM 5.     OTHER INFORMATION

OPTION AND WARRANT EXERCISES

         In January 1999, the Company received net proceeds of $485,407 from the
exercise of warrants to purchase 87,668 shares of Common Stock at $6.00 per
share. The warrants were held by shareholders who invested in the Company's
issuance of Series B Convertible Preferred Stock in December 1995. These
warrants were scheduled to expire in December 1998, but the Company extended the
expiration date of these warrants until January 26, 1999, and reduced the
exercise price from $9.00 per share to $6.00 per share. As an inducement for
warrant holders to exercise these amended warrants, the Company also granted
conditional warrants which entitled all warrant holders who exercised their
amended warrants prior to their expiration on January 26, 1999 to receive and
equivalent number of new warrants


                                     Page 8
<PAGE>


at an exercise price of $6.00 per share and an expiration date of December 28,
1999. A total of 87,668 amended warrants were exercised, and the remaining
warrants expired unexercised. If all of the contingent warrants that were issued
are exercised, it would raise an additional $526,008 for the Company.

         In February 1999, an option holder exercised an option to purchase
2,500 shares of Common Stock at $4.7625 per share. This resulted in net proceeds
to the Company of $11,906.

         In March 1999, various warrant holders exercised their warrants to
purchase 174,998 shares of Common Stock at $3.00 per share. This resulted in net
proceeds to the Company of $525,000.

         In March 1999, the Company received net proceeds of $1,157,500 from a
private placement to accredited investors of 293,750 shares of its Common Stock
at $4.00 per share, which includes 258,750 shares that were sold on March 12,
1999, and 35,000 shares that were sold on March 31, 1999. Investors in this
private placement also received a warrant to purchase one-half share of Common
Stock at $5.00 per share, for each share purchased in the private placement. The
warrants will expire in March 2000. If exercised, these warrants would raise an
additional $734,375 for the Company.


YEAR 2000 ISSUE

         Many currently installed computer systems and software are coded to
accept only two-digit entries in the date code fields. These date code fields
will need to accept four-digit entries to distinguish 21st century dates from
20th century dates. This problem could result in system failures or
miscalculations causing disruptions of business operations. As a result, many
companies' computer systems and software will need to be upgraded or replaced in
order to comply with Year 2000 ("Y2K") requirements. The potential global impact
of the Y2K problem is not known, and if not corrected in a timely manner, could
affect the Company in particular and the U.S. and world economy generally.

         Our product development process currently contains steps to include Y2K
compliance verification for all current and future products. Our existing
products are Y2K compliant. In addition, we are requesting assurances from our
major and sole or limited source suppliers that they are addressing the Y2K
issue. These actions are intended to help mitigate the possible external impact
of the Y2K problem. The Y2K efforts of third parties are not within our control;
however, their failure to resolve Y2K issues successfully could result in
business disruption and increased costs to the Company. At the present time, it
is not possible to determine whether any such events are likely to occur, or
quantify any potential negative impact they may have on our future results of
operations and financial condition.

         We are currently analyzing internal and external Y2K issues. Our
internal and other computer systems are being reviewed to assess and minimize
Y2K issues; this assessment includes our information technology ("IT") and
non-IT systems. Our Y2K compliance program includes the following phases:
identifying systems that may need to be modified or replaced; carrying out
modifications to existing systems or converting to new systems; and conducting
validation testing of various systems and applications to determine their
readiness. All internal IT computer systems and software have been assessed and
appear to be Y2K compliant. Computer equipment that we purchased in 1997 for the
purpose of satisfying operational needs is Y2K compliant, and final testing of
our accounting software will be completed during the second quarter of 1999. To
date, the assessment of our external IT systems has not revealed any Y2K
compliance issues. The assessment of our non-IT systems should be completed by
the third quarter of 1999. We estimate that we will complete our Y2K compliance
program for all of our significant internal systems by September 30, 1999.

         We estimate the total cost for resolving our Y2K issues will probably
be less than $5,000, of which approximately $1,400 has been spent through May
14, 1999. The estimate of Y2K costs is based on numerous assumptions, and there
can be no assurance that the estimate is correct or that actual costs will not
be materially greater than anticipated.


                                     Page 9
<PAGE>


         Although we use computer software and hardware for various operations,
including financial reporting, certain manufacturing and assembly functions, and
in our products, we believe that the Y2K issue will not cause any material
disruptions to our operations. However, if certain critical third-party
providers, such as those that supply electricity, water or telephone service,
experience difficulties resulting in disruption of the services they provide us,
a shutdown of our facility could occur for the duration of the disruption. We
plan to continuously monitor the status of completion of our Y2K plan and, based
upon such information, will develop a contingency plan as necessary.

         The most reasonably likely worst-case scenario of failure by the
Company or our suppliers or customers to resolve Y2K issues could potentially be
a temporary slowdown or cessation of operations at our facility, and/or a
temporary inability on our part to timely process orders and to deliver finished
products to customers. Unresolved Y2K issues by the Company, suppliers or
customers could potentially delay the timing of payments from or to the Company.


ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

EXHIBIT 27: Financial Data Schedule pursuant to Article 5 of Regulation S-X.

EXHIBIT 99: Forward-Looking Statements

FORM 8-K:   No reports on Form 8-K were filed by the Company during the quarter
            covered by this report.


                                    Page 10
<PAGE>


                              SPECTRASCIENCE, INC.

                                   FORM 10-QSB

                                 MARCH 31, 1999

                                   SIGNATURES


         Pursuant to the requirements 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.



                                                SPECTRASCIENCE, INC.
                                           ------------------------------
                                                    (Registrant)



     MAY 17, 1999                          /S/ CHESTER E. SIEVERT, JR.
--------------------                       ---------------------------
        Date                               CHESTER E. SIEVERT, JR.
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)


                                    Page 11