**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON
      D.C. 20549**





**Form
      10-Q**





(Mark
      One)





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


For
      the quarterly
      period ended March 31, 2008


or




**o  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.**





(A
      Development Stage Enterprise)


(Exact
      name of small business issuer


as
      specified in its charter)





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





11568
      Sorrento Valley Rd., Suite 11


San
      Diego, California 92121


(Address
      of principal executive offices)


(858)
      847-0200


(Issuer's
      telephone number)





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days. YES xNO
o





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting company.





Large
                accelerated filer o
            Accelerated
                filer  oNon-accelerated
                filer  o
            Smaller
                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 þ










APPLICABLE
        ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
 PROCEEDINGS
        DURING THE PRECEDING FIVE YEARS:


Indicate
      by check mark whether the registrant has filed all documents and reports
      required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange
      Act
      of 1934 subsequent to the distribution of securities under a plan confirmed
      by a
      court. YES þ NO  ̈





The
      number of shares of the Registrant’s common stock, par value $0.01 per share,
      outstanding on May 15, 2008 was 68,214,147. As of this date the Registrant
      also
      had outstanding warrants to purchase 71,250 shares of Series A Convertible
      Preferred stock and 775,824 shares of common stock.








**SPECTRASCIENCE,
        INC.**
 (A
        Development Stage Enterprise)
 
 **FORM
        10-Q**
 **For
        the Quarterly Period Ending March 31, 2008**




**TABLE
      OF CONTENTS**





PART
                I
            FINANCIAL
                INFORMATION:
            4Item
                1.
            Financial
                Statements (Unaudited)
            4Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            15Item
                3.
            Quantitative
                and Qualitative Disclosures About Market Risk
            17Item
                4.
            Controls
                and Procedures
            17Item
                4T.
            Controls
                and Procedures
            17PART
                II
            OTHER
                INFORMATION
            18Item
                1.
            Legal
                Proceedings
            18Item
              1A.
            Risk
                Factors
            18Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            18Item
                3.
            Defaults
                Upon Senior Securities
            18Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            18Item
                5.
            Other
                Information
            18Item
                6.
            Exhibits
            18SIGNATURES
            19


-3-




**PART
      I**  **FINANCIAL
      INFORMATION** **:**




**Item
      1.** **Financial
      Statements (Unaudited)**





**SpectraScience,
      Inc. and Subsidiary**


(A
      Development Stage Enterprise)


Consolidated
      Balance Sheets





**March 31,**
                      **2008**
                    
                    **December****31,**
                      **2007**(Unaudited)
                    
                    (Audited)ASSETSCurrent
                        assets:Cash
                        and cash equivalents
                    
                    $
                    3,524,587
                    
                    $
                    5,188,177Certificates
                        of deposit
                    
                    
                    1,000,000
                    
                    
                    -Inventories
                    
                    
                    1,074,356
                    
                    
                    1,044,856Prepaid
                        expenses and other current assets
                    
                    
                    151,722
                    
                    
                    41,437Total
                        current assets
                    
                    
                    5,750,665
                    
                    
                    6,274,470Fixed
                        assets, net
                    
                    
                    957,853
                    
                    
                    943,482Patents,
                        net
                    
                    
                    3,352,725
                    
                    
                    3,415,117TOTAL
                        ASSETS
                    
                    $
                    10,061,243
                    
                    $
                    10,633,069LIABILITIES
                        AND STOCKHOLDERS’ EQUITYCurrent
                        liabilities:Accounts
                        payable
                    
                    $
                    93,231
                    
                    $
                    155,051Accrued
                        liabilities
                    
                    
                    91,071
                    
                    
                    12,463Total
                        current liabilities
                    
                    
                    184,302
                    
                    
                    167,514STOCKHOLDERS’
                        EQUITYUndesignated
                        capital stock, undesignated par value, 22,750,000 shares
                        authorized, none
                        issued
                    
                    
                    -
                    
                    
                    -Series
                        A Convertible Preferred Stock, $.01 par value:Authorized
                        - 2,250,000 shares Issued and outstanding - 0 shares at March
                        31, 2008
                        (2,000,000 shares at December 31, 2007)
                    
                    
                    -
                    
                    
                    20,000Common
                        stock, $.01 par value:Authorized—100,000,000
                        sharesIssued
                        and outstanding 67,608,330 shares at March 31, 2008 (58,992,944
                        shares at
                        December 31, 2007)
                    
                    
                    676,083
                    
                    
                    589,929Additional
                        paid-in capital
                    
                    
                    17,120,069
                    
                    
                    16,430,997Deficit
                        accumulated during the development stage
                    
                    
                    (7,919,211
                    )
                    
                    (6,575,371
                    )TOTAL
                        STOCKHOLDERS’ EQUITY
                    
                    
                    9,876,941
                    
                    
                    10,465,555TOTAL
                        LIABILITIES AND STOCKHOLDERS’ EQUITY
                    
                    $
                    10,061,243
                    
                    $
                    10,633,069





Note:
      The
      balance sheet at December 31, 2007 has been derived from the audited financial
      statements at that date but does not include all of the information required
      by
      accounting principles generally accepted in the United States of America for
      complete financial statements.




*See
      accompanying notes to unaudited condensed financial
      statements.*


-4-


**SpectraScience,
      Inc. and Subsidiary**


(A
      Development Stage Enterprise)


CONDENSED
      STATEMENTS OF OPERATIONS


(Unaudited)




**Three Months Ended**
              **March 31,**
            
            **August 2, 2004**
              **(Inception of**
              **Successor**
              **Company) to**
              **March 31,****2008**
            
            **2007**
            
            **2008**Revenue
            
            $
            3,800
            
            $
            -
            
            $
            3,800Cost
                of revenue
            
            
            2,716
            
            
            -
            
            
            2,716Gross
                profit
            
            
            1,084
            
            
            -
            
            
            1,084Operating
                expenses:Research
                and development
            
            
            490,448
            
            
            74,442
            
            
            2,024,467General
                and administrative
            
            
            687,783
            
            
            189,029
            
            
            4,238,657Sales
                and marketing
            
            
            202,206
            
            
            -
            
            
            791,741Total
                operating expenses
            
            
            1,380,437
            
            
            263,471
            
            
            7,054,865Operating
                loss
            
            
            (1,379,353
            )
            
            (263,471
            )
            
            (7,053,781
            )Other
                income, net
            
            
            35,513
            
            
            911
            
            
            134,570Net
                Loss
            
            
            (1,343,840
            )
            
            (262,560
            )
            
            (6,919,211
            )Deemed
                dividend on preferred stock
            
            
            -
            
            
            -
            
            
            (1,000,000
            )Net
                loss applicable to common Stockholders
            
            $
            (1,343,840
            )
            $
            (262,560
            )
            $
            (7,919,211
            )Basic
                and diluted net loss per share
            
            $
            (0.02
            )
            $
            (0.01
            )Weighted
                average common shares outstanding
            
            
            59,649,405
            
            
            38,529,254




*See
      accompanying notes to unaudited condensed financial
      statements.*


-5-





**SpectraScience,
      Inc. and Subsidiary**


(A
      Development Stage Enterprise)


CONSOLIDATED
      STATEMENT OF STOCKHOLDERS’ EQUITY


For
      the
      three months ended March 31, 2008


(Unaudited)





**Preferred Stock**
              **Shares Amount**
            
            **Common Stock**
              **Shares Amount**
            
            **Additional**
              **Paid-In**
              **Capital**
            
            **Deficit**
              **Accumulated**
              **During The**
              **Development**
              **Stage**
            
            **Total**
              **Stockholders’**
              **Equity****Balance, December 31,
                2007**
            
            
            2,000,000
            
            $
            20,000
            
            
            58,992,944
            
            $
            589,929
            
            $
            16,430,997
            
            $
            (6,575,371
            )
            $
            10,465,555Stock
                based compensation - consultants
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            69,543
            
            
            -
            
            
            69,543Stock
                based compensation - employees
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            308,430
            
            
            -
            
            
            308,430Sale
                of common stock @ $0.70 per share
            
            
            -
            
            
            -
            
            
            615,386
            
            
            6,154
            
            
            371,099
            
            
            -
            
            
            377,253Conversion
                of Series A Preferred Stock
            
            
            (2,000,000
            )
            
            (20,000
            )
            
            8,000,000
            
            
            80,000
            
            
            (60,000
            )
            
            -
            
            
            —Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,343,840
            )
            
            (1,343,840
            )**Balance,
                March 31, 2008**
            
            
            —
            
            $
            —
            
            
            67,608,330
            
            $
            676,083
            
            $
            17,120,069
            
            $
            (7,919,211
            )
            $
            9,876,941





*See
      accompanying notes to unaudited condensed financial
      statements.*


-6-




**SpectraScience,
      Inc. and Subsidiary**


(A
      Development Stage Enterprise)


CONSOLIDATED
      STATEMENTS OF CASH FLOWS


(Unaudited)





**Three Months Ended**
              **March 31,**
            
            **August 2, 2004**
              **(Inception of**
              **Successor**
              **Company) to**
              **March 31,****2008**
            
            **2007**
            
            **2008**OPERATING
                ACTIVITIES:Net
                loss
            
            $
            (1,343,840
            )
            $
            (323,276
            )
            $
            (6,919,211
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Depreciation
                and amortization
            
            
            66,887
            
            
            7,396
            
            
            190,214Stock-based
                compensation employees
            
            
            308,430
            
            
            19,779
            
            
            1,611,515Stock-based
                compensation consultants
            
            
            69,543
            
            
            69,184
            
            
            925,239Gain
                on disposal of fixed assets
            
            
            -
            
            
            -
            
            
            (28,839
            )Write-off
                of obsolete inventories
            
            
            -
            
            
            -
            
            
            25,188Changes
                in operating assets and liabilities:Prepaid
                expenses and other current assets
            
            
            (29,500
            )
            
            12,709
            
            
            (93,592
            )Accounts
                payable
            
            
            (61,819
            )
            
            35,816
            
            
            33,531Accrued
                liabilities
            
            
            (31,677
            )
            
            (637
            )
            
            (51,307
            )Net
                cash used in operating activities
            
            
            (1,021,975
            )
            
            (179,029
            )
            
            (4,307,262
            )INVESTING
                ACTIVITIES:Purchase
                of certificate of deposit
            
            
            (1,000,000
            )
            
            -
            
            
            (1,000,000
            )Purchases
                of fixed assets
            
            
            (18,866
            )
            
            -
            
            
            (41,288
            )Proceeds
                from the sale of assets
            
            
            -
            
            
            -
            
            
            38,891Net
                cash provided by (used in) investing activities
            
            
            (1,018,866
            )
            
            -
            
            
            (1,008,397
            )FINANCING
                ACTIVITIESProceeds
                from issuance of common stock
            
            
            377,251
            
            
            -
            
            
            6,413,235Net
                proceeds from issuance of preferred stock
            
            
            -
            
            
            -
            
            
            973,021Proceeds
                from exercise of stock options
            
            
            -
            
            
            4,275
            
            
            12,000Net
                cash provided by financing activities
            
            
            377,251
            
            
            4,275
            
            
            7,398,256Net
                increase (decrease) in cash and cash equivalents
            
            
            (1,663,590
            )
            
            (174,754
            )
            
            2,082,597CASH
                AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
            
            
            5,188,177
            
            
            441,025
            
            
            1,441,990CASH
                AND CASH EQUIVALENTS AT END OF PERIOD
            
            $
            3,524,587
            
            $
            266,271
            
            $
            3,524,587Supplemental
                disclosure of non-cash investing and financing activities:Issuance
                of common stock for assets of LUMA Imaging Corporation
            
            $
            -
            
            $
            -
            
            $
            5,024,783Conversion
                of notes payable and accrued interest to common stock
            
            $
            -
            
            $
            -
            
            $
            565,000Issuance
                of common stock in settlement of bankruptcy debt
            
            $
            -
            
            $
            -
            
            $
            60,000Fresh
                start adjustment to fixed assets and patents
            
            $
            -
            
            $
            -
            
            $
            255,379





*See
      accompanying notes to unaudited condensed financial
      statements.*


-7-




**SpectraScience,
      Inc.**


(A
      Development Stage Enterprise)


**Notes
      to Unaudited Condensed Financial Statements**


**March
      31, 2008**





**1.**  **Nature
      of Business and Basis of Presentation**





*Description
      of Business*





SpectraScience,
      Inc. was incorporated in the State of Minnesota on May 4, 1983 as GV Medical,
      Inc. In October 1992, GV Medical discontinued its prior business, refocused
      its
      development efforts and changed its name to SpectraScience, Inc. The
“Company”refers to SpectraScience, Inc. and its wholly owned subsidiary Luma
      Imaging Corporation From 1996, the Company primarily focused on developing
      the
      WavSTAT ® Optical
      Biopsy System (“WavSTAT System”).





The
      Company has developed and received FDA approval to market a proprietary,
      minimally invasive technology that optically scans tissue in real-time to
      distinguish between normal, pre-cancerous or cancerous cells without the need
      to
      remove the subject cell tissue from the body to make such determination. The
      WavSTAT System operates by using cool, safe UV laser light to optically scan
      and
      analyze tissue, enabling the physician to make an instant diagnosis during
      endoscopy when screening for cancer, and if warranted, to begin immediate
      treatment during the same procedure. The WavSTAT is FDA approved for colon
      cancer detection.





On
      November 6, 2007, the Company acquired the assets of Luma Imaging Corporation
      (“LUMA®”)
      in
      an equity transaction accounted for as an acquisition of assets and now operates
      LUMA as a wholly owned subsidiary of the Company. LUMA had acquired the assets
      from a predecessor company that had developed and received FDA approval for,
      a
      non-invasive diagnostic imaging system that can detect cervical cancer
      precursors and which utilizes an underlying technology that is similar to that
      of the WavSTAT System. The addition of the LUMA technology to the Company’s
      existing WavSTAT System technology provides the Company with a broad suite
      of
      fluorescence-based intellectual property and know-how. LUMA received FDA
      approval as an adjunct to colposcopy in March 2006.





*Basis
      of Presentation*





The
      accompanying unaudited condensed financial statements of the Company have been
      prepared in accordance with accounting principles generally accepted in the
      United States of America for interim financial information and with the
      instructions to Form 10-Q as they are prescribed for smaller reporting
      companies. Accordingly, they do not include all of 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, all
      adjustments (consisting of normal recurring accruals) considered necessary
      to
      make the financial statements not misleading have been included. Operating
      results for the three month period ended March 31, 2008 are not necessarily
      indicative of the results that may be expected for the year ending December
      31,
      2008. These statements should be read in conjunction with the financial
      statements and related notes, which are included in the Company’s Annual Report
      on Form 10-KSB for the year ended December 31, 2007.





*Liquidity
      and Development Stage Enterprise*





The
      Company is a development stage enterprise since it has not yet generated
      significant revenue from the sale of products.Through March 31, 2008,its efforts
      have been principally devoted to moving the Company forward and preparing our
      products for domestic and international market introduction. Activities
      beginning on August 2, 2004 are deemed to be development stage operations.
      Accordingly, Company activities on the accompanying financial statements reflect
      both period to date and inception to date development stage activities. As
      of
      March 31, 2008, the Company had working capital of approximately $5,566,000
      and
      cash and cash equivalents of approximately $3,524,000 and short-term
      certificates of deposit of $1,000,000 for a total of approximately $4,524,000.
      The Company believes that existing working capital balances will be sufficient
      to provide for operations and execution of its present business plans. However,
      the Company may incur unknown expenses, or the Company may not be able to meet
      its revenue forecasts, and this may require the Company to seek additional
      capital. In such an event, the Company may not be able to find such capital
      or
      be able to raise capital or debt on terms that are acceptable.


-8-


**2.**  **Summary
      of Significant Accounting Policies**





*Revenue
      recognition*





We
      recognize revenue, net of discounts, from sales of disposable supplies related
      to our medical devices, when a purchase order has been received, when title
      transfers, when the selling price is fixed or determinable, and when collection
      of the resulting receivable is reasonably assured. Terms of sale for sales
      are
      FOB origin, reflecting that title and risk of loss are assumed by the purchaser
      at the shipping point.





*Consolidation*





The
      accompanying consolidated financial statements include the accounts of
      SpectraScience, Inc. and its wholly-owned subsidiary Luma Imaging Corporation
      All significant intercompany balances and transactions have been eliminated
      in
      consolidation.





*Risks
      and Uncertainties*





The
      Company operates in an industry that is subject to intense competition,
      government regulation and rapid technological change. The Company's operations
      are subject to significant risk and uncertainties including financial,
      operational, technological, regulatory and other risks associated with a
      development stage company, including the potential risk of business
      failure.





*Use
      of Estimates*





The
      Company prepares its consolidated financial statements in conformity with
      accounting principles generally accepted in the United States of America, which
      requires management to make estimates and assumptions that affect the amounts
      reported in the financial statements and disclosures made in the accompanying
      notes to the financials statements. Significant estimates made by management
      include, among others, realization of long-lived assets, assumptions used to
      value stock options, assumptions used to value the common stock issued and
      the
      assets acquired in the Luma acquisition and the realization of intangible
      assets. Actual results could differ from those estimates.





*Cash
      Equivalents*





Highly
      liquid investments with original maturities of three months or less when
      purchased are considered to be cash equivalents. Financial instruments which
      potentially subject the Company to concentrations of credit risk consist
      primarily of cash and cash equivalents. The Company maintains its cash and
      cash
      equivalents with high-credit quality financial institutions. At times, such
      amounts may exceed insured limits. The Company has not experienced any losses
      in
      such accounts and believes it is not exposed to any significant credit risk
      on
      its cash equivalent accounts.





*Stock-Based
      Compensation*





In
      December 2004, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards, (“SFAS”) No. 123(R), “Share-Based Payment”,
      (“SFAS 123(R)”) which establishes standards for transactions in which an entity
      exchanges its equity instruments for goods or services. SFAS 123(R) requires
      an
      issuer to measure the cost of employee services received in exchange for an
      award of equity instruments based on the grant-date fair value of the award.
      SFAS 123(R) became effective for the Company commencing January 1, 2006. In
      accordance with the provisions of SFAS No. 123 “Accounting for Stock-Based
      Compensation”, (“SFAS 123”) and Emerging Issues Task Force (“EITF”) No. 96-18,
“Accounting for Equity Instruments That are Issued to Other Than Employees for
      Acquiring or in Conjunction with Selling Goods or Services,” all other issuances
      of common stock, stock options or other equity instruments to non-employees
      as
      the consideration for goods or services received by the Company are accounted
      for based on the fair value of the equity instruments issued (unless the fair
      value of the consideration received can be more reliably measured). Any options
      issued to non-employees are recorded in expense and additional paid-in capital
      in stockholders’ equity over the applicable service periods using variable
      accounting through the vesting dates based on the fair value of the options
      at
      the end of each period. The intrinsic value of the options granted are assumed
      to be zero because the exercise price of options granted equaled the fair market
      value of the underlying stock at the date of grant.


-9-


For
      the
      three months ended March 31, 2008 and 2007, stock-based compensation was
      approximately $378,000 and $90,000, respectively. Stock-based compensation
      expense of approximately $184,000 and $0 was recognized in research and
      development expenses for the three months ended March 31, 2008 and 2007,
      repectively. Stock-based compensation expense of approximately $188,000 and
      $90,000 was recognized in general and administrative expenses for the three
      months ended March 31, 2008 and 2007, respectively. Stock based compensation
      expense of approximately $6,000 and $0 was recognized in sales and marketing
      expense for the three months ended March 31, 2008 and 2007, respectively. The
      Company previously adopted the fair value recognition provisions of SFAS 123
      prospectively for all employee and consultant awards granted, modified, or
      settled by the Company on August 2, 2004. Accordingly, SFAS 123(R) has not
      had a
      material impact on the comparability of Company’s financial
      statements.





As
      of
      March 31, 2008, the Company has one stock-based employee compensation plan
      (the
“Option Plan"). The Option Plan provides for the grant of incentive stock
      options (“ISOs") to full-time employees (who may also be Directors) and
      nonqualified stock options ("NSOs") to non-employee directors, consultants,
      customers, vendors or providers of services and expires on January 30, 2011.
      The
      exercise price of any ISO may not be less than the fair market value of the
      common stock on the date of grant and the term shall not exceed ten years.
      The
      amount reserved under the Option Plan equals 15% of the outstanding shares
      of
      the Company, totaling 10,141,250 reserved at March 31, 2008. At March 31, 2008
      the Company had outstanding 5,795,000 options under the Option Plan representing
      approximately 8.5% of the outstanding shares (3,345,000 of which were
      exercisable), with 4,346,250 available for future issuance. Awards under the
      Company’s Option Plan generally vest over twoyears.





The
      fair
      value of options granted were estimated at the date of grant using a
      Black-Scholes option-pricing model which includes several variables including
      expected life, risk free interest rate, expected stock price volatility, stock
      option exercise patterns and expected dividend yield. The Company also must
      estimate forfeitures for employee stock options. These models and assumptions
      are emerging and may change future expenses by increasing or decreasing
      stock-based compensation expense. Management used the following weighted average
      assumptions to value all stock options for the three months ending March 31,
      2008 and 2007:




2008
            
            2007Expected
                life
            
            
            5
                years
            
            
            5 yearsRisk-free
                interest rate
            
            
            3.2%
            
            
            4.5%Expected
                volatility
            
            
            133%
            
            
            144%Expected
                dividend yield
            
            
            0%
            
            
            0%




In
      addition to the above, management estimated the forfeitures on employee options
      under the Option Plan would have negligible effects because such forfeitures
      would be a very small percentage. Management believes that options granted
      have
      been to a group of individuals that have a high desire to see the Company
      succeed and have aligned themselves to that end.





The
      expected life used in the calculations were selected by management based on
      past
      experience, forward looking profit forecasts and estimates of what the trading
      price of the Company’s stock might be at different future
      dates.


-10-


The
      risk-free interest rates are the 5-year U.S. Treasury rate as published at
      the
      time of making the calculations.


Volatility
      is a calculation based on the Company’s stock price since the beginning of the
      Successor Company. Management computed and tested this volatility calculation
      for reasonableness and found it to be acceptable based on a number of factors
      including the Company’s current market capitalization, comparables to other
      companies in our area of interest, the current development stage of the Company
      and management’s estimate of the net present value of forward looking profits
      that has been compiled (for which there is no assurance).





Options
              Available
              For Grant
            
            Plan Options
              Outstanding
            
            Weighted Average
              Exercise Price Share
            
            Weighted-Average
              Remaining
              Contractual Term
              (years)
            
            Aggregate
              Intrinsic ValueOutstanding
                December 31, 2007
            
            
            3,053,942
            
            
            5,795,000
            
            $
            0.70Options
                grantedOptions
                exercisedAdditional
                options available
            
            
            1,292,308Forfeited
                or expiredOutstanding
                at March 31, 2008
            
            
            4,346,250
            
            
            5,795,000
            
            $
            0.70
            
            
            8.38
            
            $
            1,134,250Exercisable
                at March 31, 2008
            
            
            
            
            
            3,345,000
            
            $
            0.56
            
            
            7.66
            
            $
            1,147,750





The
      total
      intrinsic value of options exercised during the three months ended March 31,
      2008 and 2007 was $0 and $5,250, respectively . At
      March
      31, 2008, total unrecognized estimated employee compensation cost related to
      non-vested stock options granted prior to that date is approximately $1,009,000,
      which is expected to be recognized over the next two years.





*Impairment
      or Disposal of Long-Lived Assets*





SFAS
      No.
      144 “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS
      144”), addresses financial accounting and reporting for the impairment or
      disposal of long-lived assets (such as our patents). SFAS 144 requires that
      long-lived assets be reviewed for impairment whenever events or changes in
      circumstances indicate that their carrying amounts may not be recoverable.
      If
      the cost basis of a long-lived asset is greater than the projected future
      undiscounted net cash flows from such asset (excluding interest), an impairment
      loss is recognized. Impairment losses are calculated as the difference between
      the cost basis of an asset and its estimated fair value. SFAS 144 also requires
      companies to separately report discontinued operations and extends that
      reporting requirement to a component of an entity that either has been disposed
      of (by sale, abandonment or in a distribution to owners) or is classified as
      held for sale. Assets to be disposed of are reported at the lower of the
      carrying amount or the estimated fair value less costs to sell. The Company
      adopted SFAS 144 on August 2, 2004. The provisions of this pronouncement
      relating to assets held for sale or other disposal generally are required to
      be
      applied prospectively after the adoption date to newly initiated commitments
      to
      plan to sell or dispose of such asset, as defined, by management. As a result,
      management cannot determine the potential effects that adoption of SFAS 144
      will
      have on the Company's consolidated financial statements with respect to future
      disposal decisions, if any. Management believes no impairment exists at March
      31, 2008.





*Inventories*





Inventories
      consisted of the following at March 31, 2008 and December 31, 2007:





March 31, 2008
            
            December 31, 2007Raw
                materials
            
            $
            1,016,240
            
            $
            986,740Finished
                goods
            
            
            58,116
            
            
            58,116Totals
            
            $
            1,074,356
            
            $
            1,044,856


-11-


*Income
      Taxes*





In
      July
      2006, the Financial Accounting Standards Board issued Financial Interpretation
      No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes”, which applies
      to all tax positions related to income taxes subject to SFAS 109, “Accounting
      for Income Taxes”, which is effective on January 1, 2007. FIN 48 requires a new
      evaluation process for all tax positions taken. If the probability for
      sustaining said tax position is greater than 50%, then the tax position is
      warranted and recognition should be at the highest amount which would be
      expected to be realized upon ultimate settlement. FIN 48 requires expanded
      disclosure at each annual reporting period unless a significant change occurs
      in
      an interim period. Differences between the amounts recognized in the statements
      of financial position prior to the adoption of FIN 48 and the amounts reported
      after adoption are to be accounted for as an adjustment to the beginning balance
      of deficit accumulated during the development stage. The Company has completed
      its evaluation of the impact of FIN 48 and determined that such adoption does
      not have a material impact on the Company's financial position or results of
      operations.





*Earnings
      (Loss) Per Share*





Basic
      earnings (loss) per share is computed by dividing net income (loss) available
      to
      common stockholders by the weighted average number of common shares outstanding
      during the period of computation. Diluted earnings (loss) per share is computed
      similarly to basic earnings per share except that the denominator is increased
      to include the number of additional common shares that would have been
      outstanding if the potential common shares had been issued and only if the
      additional common shares would be dilutive. Basic and diluted loss per share
      are
      the same for the three months ended March 31, 2008 and 2007, since any
      additional common stock equivalents would be antidilutive. Potentially dilutive
      shares of common stock that have been excluded from the calculation of the
      weighted average number of dilutive common shares for the three months ended
      March 31, 2008 include exercisable stock options to purchase 3,345,000 shares
      of
      common stock and warrants to purchase 1,775,824 shares of common stock. If
      converted under the treasury method, these instruments would have resulted
      in an
      additional approximate 2,211,000 equivalent common shares outstanding.





For
      the
      three months ended March 31, 2007, potentially dilutive shares of common stock
      that have been excluded from the calculation of weighted average number of
      dilutive common shares are comprised of options to purchase 2,402,000 shares
      of
      common stock.





*Recent
      Accounting Pronouncements*





In
      September 2006, the Financial Accounting Standards Board, or FASB, issued SFAS,
      No. 157, “Fair Value Measurement.” SFAS No. 157 established a framework for
      measuring fair value in accordance with GAAP, clarifies the definition of fair
      value within that framework, and expands disclosures about the use of fair
      value
      measurements. It also responds to investors’ requests for expanded information
      about the extent to which companies measure assets and liabilities at fair
      value, the information used to measure fair value and the effect of fair value
      measurements on earnings. SFAS No. 157 applies whenever other standards require
      (or permit) assets or liabilities to be measured at fair value, and does not
      expand the use of fair value in any new circumstances. SFAS No. 157 is effective
      for financial statements issued for fiscal years beginning after November 15,
      2007. The Company has adopted SFAS No. 157 and such adoption has no effect
      on
      the Company's financial position or results of operations.





In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities — Including an amendment of FASB
      Statement No. 115,” (“SFAS 159”). This statement permits, but does not require,
      entities to measure many financial instruments at fair value. The objective
      is
      to provide entities with an opportunity to mitigate volatility in reported
      earnings caused by measuring related assets and liabilities differently without
      having to apply complex hedge accounting provisions. Entities electing this
      option will apply it when the entity first recognizes an eligible instrument
      and
      will report unrealized gains and losses on such instruments in current earnings.
      This statement (1) applies to all entities, (2) specifies certain election
      dates, (3) can be applied on an instrument-by-instrument basis with some
      exceptions, (4) is irrevocable, and (5) applies only to entire instruments.
      One
      exception is demand deposit liabilities which are explicitly excluded as
      qualifying for fair value. With respect to SFAS 115, available-for-sale and
      held-to-maturity securities at the effective date are eligible for the fair
      value option at that date. If the fair value option is elected for those
      securities at the effective date, cumulative unrealized gains and losses at
      that
      date shall be included in the cumulative-effect adjustment and thereafter,
      such
      securities will be accounted for as trading securities. SFAS 159 became
      effective for the Company on January 1, 2008. The Company has adopted SFAS
      No.
      159 and determined that such adoption has no effect on the Company's financial
      position or results of operations.


-12-


In
      December 2007, the FASB issued No. 141(R), “Business Combinations” (“SFAS
      141(R)”). SFAS 141(R) replaces SFAS 141 and provides greater consistency in the
      accounting and financial reporting of business combinations. SFAS 141(R)
      requires the acquiring entity in a business combination to recognize all assets
      acquired and liabilities assumed in the transaction and any non-controlling
      interest in the acquiree at the acquisition date and be measured at the fair
      value as of that date. This includes the measurement of the acquirer’s shares
      issued in consideration for a business combination, the recognition of
      contingent consideration, the accounting for pre-acquisition gain and loss
      contingencies, the recognition of capitalized in-process research and
      development, the accounting for acquisition related restructuring cost accruals,
      the treatment of acquisition related transaction costs and the recognition
      of
      changes in the acquirer’s income tax valuation allowance and deferred taxes.
      SFAS 141(R) will be effective for the Company on January 1, 2009 and is to
      be
      applied prospectively. Early adoption is not permitted. Management is currently
      assessing the impact, if any, that SFAS 141(R) may have on the
      Company.





In
      November 2007, the Emerging Issues Task Force (EITF) ratified a consensus on
      EITF Issue No. 07-1, “Accounting for Collaborative Arrangements” (“EITF 07-1”)
      which requires participants in a collaboration to make separate disclosures
      regarding the nature and purpose of an arrangement, their rights and obligations
      under the arrangement, the accounting policy for the arrangement and the income
      statement classification and amounts arising from the arrangement between
      participants for each period an income statement is presented. EITF 07-1 is
      effective for us beginning in the first quarter of fiscal year 2009. We are
      currently evaluating the impact of the provisions of EITF 07-1 on our financial
      position, results of operations and cash flows and therefore, the impact of
      the
      adoption is unknown at this time.





In
      June
      2007, the EITF ratified a consensus on EITF Issue No. 07-3 (“EITF 07-3”),
“Accounting for Non-Refundable Advance Payments for Goods or Services to Be
      Used
      in Future Research and Development Activities,” which concluded that
      non-refundable advance payments for goods or services for use in research and
      development activities should be deferred and capitalized. EITF 07-3 is
      effective for us beginning in the first quarter of fiscal year 2008. We are
      currently evaluating the impact of the provisions of EITF 07-3 on our financial
      position, results of operations and cash flows and therefore, the impact of
      the
      adoption is unknown at this time.





Other
      accounting standards that may have been issued or proposed by the FASB or other
      standards-setting bodies are not expected to have a material impact on the
      Company’s consolidated financial statements.





**3.
      Stockholders Equity**





*Common
      Stock*





In
      February 2008, the Company issued 615,386 shares of common stock to accredited
      investors at a price of $0.70 per share for an aggregate consideration of
      $430,770 in a second closing which is a part of a private equity financing
      (the
“Financing”). The Company received net cash proceeds of approximately $377,000
      after placement agent commissions and expenses of $42,770. The Company is
      obligated to file a registration statement with the SEC for these common shares
      within 60 days of the Closing and to use its best efforts to have such
      registration statement effective 180 days from the Closing unless the shares
      are
      saleable without volume restrictions under Rule 144. In the event that the
      Company does not have an effective registration statement in place within 180
      days from the Closing or that the shares are not otherwise saleable under Rule
      144, the Company is required to pay liquidated damages in an amount equal to
      1%
      of the aggregate purchase price paid by the subscribers for each 30-day period
      in which the Company remains in default under this provision. In no event,
      however, can the aggregate liquidated damage amount exceed 6% of the aggregate
      purchase price paid by the investors. This transaction was exempt from
      registration pursuant to Regulation D promulgated under the Securities Act
      of
      1933.


-13-


*Preferred
      Stock and Warrants*





On
      June
      12, 2007, the Company’s Articles of Incorporation were amended to designate
      2,250,000 of the Company’s undesignated capital stock as Series A Convertible
      Preferred Stock (the “Preferred”) with par value $0.01 per share. At issuance,
      the Preferred is convertible into an equal number of shares of the Company’s
      common stock based upon an initial conversion price of $.50 per share and
      carries a liquidation preference of like amount. In addition, the Preferred
      has
      rights which provide for (i) dividend payments senior to those with respect
      to
      common shares, (ii) voting rights equal to the number of common shares into
      which the Preferred is convertible, (iii) automatic conversion in the event
      either of an underwritten public offering exceeding $30 million in gross
      proceeds to the Company at an offering price in excess of $2.00 per share or
      approval of 67% of the Preferred holders and (iv) adjustments to the conversion
      price in the event of stock dividends, stock splits or other effective stock
      subdivisions. If the Company declares a dividend or a distribution on any common
      stock of the Company, the Company shall pay a dividend or make a distribution
      on
      all outstanding shares of Preferred in an amount per share equal to the maximum
      amount paid or set aside for all shares of common stock into which each such
      share of Preferred could then be converted. On June 15, 2007, the Company sold
      2,000,000 shares of its Preferred to three accredited investors for gross
      proceeds of $1,000,000 in cash. As additional consideration for the purchase
      of
      the Preferred, the Company issued five-year warrants to purchase 250,000
      additional shares of Preferred at an initial exercise price of $0.50 per share.
      The Company is also required to reserve 250,000 shares of Preferred for issuance
      in relation to the warrants.





The
      convertible feature of the Preferred and the terms of the warrants provide
      for a
      rate of conversion or exercise that was below market value at issuance. Such
      feature, as it specifically relates to the convertible feature of the Preferred,
      is characterized as a "Beneficial Conversion Feature" ("BCF"). Pursuant to
      EITF
      Issue No. 98-5, "Accounting for Convertible Securities with Beneficial
      Conversion Features or Contingently Adjustable Conversion Ratios" (“EITF 98-5”)
      and EITF No. 00-27, "Application of EITF Issue No. 98-5 to Certain Convertible
      Instruments," the estimated relative fair values of the Preferred and the
      warrants, in approximate amounts of $782,000 and $218,000, respectively, were
      calculated assuming the most favorable conversion price determinable to the
      Preferred shareholders. The value of the BCF was determined by the intrinsic
      value method and the fair value of the warrants was determined by the
      Black-Scholes option-pricing model at the date of issuance. The warrant fair
      value was determined assuming a five-year term, stock volatility of 140%, and
      a
      risk-free interest rate of 5.10%. The stand-alone fair value of the BCF was
      determined to be substantially higher than the proceeds received and,
      accordingly, the value assigned to the BCF was limited to the gross proceeds
      received from the offering. Per the guidance of EITF 98-5, the value of the
      BCF
      and warrants are treated as a deemed dividend to the Preferred stockholders
      and,
      due to the potential immediate convertibility of the Preferred stock at
      issuance, is recorded as an increase to both additional paid-in-capital and
      deficit accumulated during the development stage at the time of
      issuance.





On
      March
      27, 2008 the Preferred was converted into 8,000,000 shares of common stock
      and
      no Preferred Stock remained outstanding on March 31, 2008.





**4.
      Subsequent Events**





On
      April
      17, 2008, a Preferred Stock Warrant for 25,000 Preferred Shares was converted
      into common shares of the Company in a cashless exercise resulting in the net
      issuance of 84,568 shares of restricted common stock.





On
      April
      30, 2008, Preferred Stock Warrants for 153,750 Preferred Shares was converted
      into common shares of the Company in a cashless exercise resulting in the net
      issuance of 521,249 shares of restricted common stock.


-14-


**Item
      2.**  **Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations**





*Safe
      Harbor Statement Under the Private Securities Litigation Reform Act of
      1995*





This
      Report on Form 10-Q contains forward-looking statements within the meaning
      of
      Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
      Securities Exchange Act of 1934, as amended. When used in this Report, or in
      our
      future filings with the SEC, in our press releases and in oral statements made
      with the approval of an authorized executive officer, the words or phrases
      “anticipates,” “estimates,” “expects,” “will likely result,” “projects,”
“believes,” “intends,” or similar expressions are intended to identify such
      forward-looking statements, but are not the exclusive means of identifying
      such
      statements. These forward-looking statements involve risks and uncertainties
      that may cause our actual results to differ materially from the results
      discussed in the forward-looking statements.





We
      caution you not to place undue reliance on these forward-looking statements,
      which speak only as of the date made. We undertake no obligation to revise
      any
      forward-looking statements in order to reflect events or circumstances after
      the
      date of such statements. Readers are urged to carefully review and consider
      the
      various disclosures made by us in this Report and other reports we file with
      the
      SEC that attempt to advise interested parties of the risks and factors that
      may
      affect our business. Such forward-looking statements are qualified in their
      entirety by the cautions and risk factors set forth in our Annual Report on
      Form
      10-KSB covering the year ended December 31, 2007.





*Business*





SpectraScience,
      Inc. develops and manufactures innovative Laser Induced Fluorescence
      spectrophotometry systems capable of determining whether tissue is normal,
      pre-cancerous or cancerous without removing tissue from the body. The
      Wav Stat ® Optical Biopsy
      System (“Wav Stat”) is
      SpectraScience's first fully developed product to incorporate its proprietary
      Laser Induced Fluorescence technology for worldwide clinical use. It is approved
      by the FDA for use during endoscopy of the colon when screening for colon
      cancer. The
      Company’s second application of this technology for detecting pre-esophageal
      cancer is undergoing a clinical trial at four institutions. Upon completion
      of
      the trial, the Company plans to file with the FDA a supplement to its existing
      PMA seeking permission to begin marketing for that indication for use.
      SpectraScience believes its core technology is a platform technology that can
      be
      developed for use in many areas of the human body.





Our
      principal executive offices are located at 11568 Sorrento Valley Rd., Suite
      11,
      San Diego, CA 92121. We can be reached by telephone at (858) 847-0200; by fax
      at
      (858) 847-0880; or by email at info@spectrascience.com. We have a web-site
      at
      http://www.spectrascience.com. The information contained on our web site shall
      not be deemed to be a part of this Report.





*Plan
      of Operation*





The
      Company currently has FDA approval to market the WavSTAT System for detecting
      pre-cancerous and cancerous tissue in the colon and to market the LUMA System
      for use as an adjunct to colposcopy in the detection of early stage cancer
      and
      pre-cancer of the cervix. Our plan is to add another indication for use in
      detecting pre-cancer and cancer in the esophagus. With the acquisition of the
      LUMA product in November 2007, we will be developing a sales plan during the
      first half of 2008. Over the next twelve months SpectraScience intends
      to:





·
            Begin
                selling the WavSTAT System in the US and international markets for
                the
                detection and treatment of colon cancer and
                pre-cancer.





·
              Complete
                  WavSTAT System clinical trials related to the diagnosis of esophageal
                  cancers.





·
            Begin
                marketing and selling the WavSTAT System in US and international
                markets
                for the detection of esophageal cancer and
                pre-cancer.


-15-





·
            Position
                and begin selling the LUMA System in the US to specialized OB/GYN
                clinics,
                managed care organizations (early detection and future cost avoidance),
                teaching hospitals and medical environments where nurse practitioners
                and/or medical clinicians can leverage our technology for effective
                early
                diagnosis.





·
            Enhance
                our San Diego facility and grow our organization to allow for the
                initial
                manufacture of both WavSTAT and LUMA Systems in-house and also to
                begin
                the design and planning for the next generation of fluorescence-based
                systems.





*Results
      of Operations*





*For
      the Three Months ended March 31, 2008 and 2007*





The
      Company recognized revenue of $3,800 and $0 for the three months ended March
      31,
      2008 and 2007, respectively.





Overall
      research and development expenses for the three months ended March 31, 2008
      and
      2007 were $490,448 and $74,442, respectively. The increase in research and
      development expenses related to increases in personnel and activity related
      to
      the final development work and commercialization of the WavSTAT and LUMA product
      platforms. Of the total expense increase of $414,922, approximately $184,000
      was
      a result of increases in non-cash stock option expense.





General
      and administrative expenses for the three months ended March 31, 2008 and 2007
      were $687,783 and $189,029, respectively. The increase for the three months
      ended March 31, 2008 compared to the three months ended March 31, 2007 was
      due
      to the increased activity related to the commercialization of our WavSTAT and
      LUMA product platforms. Of the total expense increase of $498,754, approximately
      $188,000 was a result of increases in non-cash stock option
      expense.





Sales
      and
      marketing expenses for the three months ended March 31, 2008 and 2007 were
      $202,206 and $0, respectively. This increase was due to the Company beginning
      to
      build a sales organization to commence selling the WavSTAT and LUMA systems.
      Of
      the total expense increase of $202,206, approximately $5,900 was a result
      of increases in non-cash stock option expense.





Other
      income, net for the three months ended March 31, 2008 and 2007 was $35,513
      and
      $911, respectively. The increase was primarily due to an increase in interest
      income due to higher interest bearing cash balances during the three months
      ended March 31, 2008.





As
      a
      result of the above, the net loss for the three months ended March 31, 2008
      and
      2007 was ($1,343,840) and ($262,560), respectively. The increased net loss
      was
      due to increases overall operating expense as a result of preparation for the
      production and commercialization of the WavSTAT and LUMA systems, increases
      in
      stock option compensation expense and the increased cost personnel associated
      with new sales and marketing activities. Of the net loss for the quarter ended
      March 31, 2008 approximately ($378,000) was comprised of non-cash stock-option
      expense.





*Liquidity
      and Capital Resources*





On
      March
      31, 2008, the Company had cash balances of $3,524,587 and short-term
      certificates of deposit of $1,000,000 for a total of $4,424,587 as compared
      to
      $5,188,177 in cash at December 31, 2007 representing a decrease of ($663,590)
      in
      liquid assets for the period. The cash and liquid asset balances decreased
      primarily due to working capital used in operations offset by funds raised
      through Regulation D private placements of common stock. During the three months
      ending March 31, 2008, the Company raised $387,693, net of issuance costs,
      from
      the sale of 615,386 shares of common stock at $0.70 per share, in each case
      sold
      to accredited investors. There have been minimal capital equipment expenditures
      and none are foreseen.


-16-


SpectraScience
      expects to incur significant additional operating losses through at least 2008,
      as we complete a clinical trial, begin outcome-based clinical studies, continue
      research and development activities, and increase sales and marketing efforts
      to
      commercialize the WavSTAT and LUMA systems. If we do not receive additional
      funding in a timely manner, the Company may be unable to continue as a going
      concern. We may not be able to find alternative capital or raise capital or
      debt
      on terms that are acceptable. Even if the Company receives additional funding,
      such proceeds may not be sufficient to allow the Company to sustain operations
      until it attains profitability and positive cash flows from operations; we
      may
      incur unknown expenses; or we may not be able to meet our revenue forecast,
      and
      one or more of these circumstances would require us to seek additional
      capital.




**Item
      3.** **Quantitative
      and Qualitative Disclosures About Market Risk**





Not
      required




**Item
      4.** **Controls
      and Procedures**





Not
      Required




**Item
      4T.** **Controls
      and Procedures**




*Evaluation
      of Disclosure Controls*




As
      required by Rule 13a-15 under the Exchange Act, as of the end of the period
      covered by this Report, the Company’s Chief Executive Officer and Chief
      Financial Officer carried out an evaluation of the effectiveness of the
      Company's disclosure controls and procedures (as defined in Exchange Act Rule
      13a-15c). Based upon that evaluation, the Company's Chief Executive Officer
      and
      Chief Financial Officer concluded that the Company's disclosure controls and
      procedures are effective.




*Changes
      in Internal Controls over Financial Reporting*




There
      were no changes in the Company's internal controls over financial reporting
      during the three months ended March 31, 2008, which have materially affected
      or
      are reasonably likely to materially affect such controls.





*Evaluation
      of Internal Control Over Financial Reporting*





Under
      the
      supervision of and with the participation of our management, including our
      Chief
      Executive Officer, and Chief Financial Officer, we performed an evaluation
      of
      the Company’s internal controls over financial reporting as per the requirements
      of Section 404 of the Sarbanes-Oxley Act (“SOX”) for non-accelerated filers.
      Management understands that it is its responsibility to establish and maintain
      adequate internal control over financial reporting for the Company. Management
      assessed the processes related to and the systems of internal control over
      financial reporting and determined that, in combination with mitigating
      corporate controls, the Company’s internal control over financial reporting is
      effective at March 31, 2008.





Management
      identified and analyzed material financial statement accounts and their
      associated relevant business processes in first performing a financial risk
      assessment, then an entity-level risk assessment and, finally, an information
      technology risk assessment. The Financial Risk assessment segmented the
      different financial control processes (for example, the financial reporting,
      inventory management and purchasing processes) against material real and nominal
      financial accounts to determine which processes might imply the highest risk
      of
      financial statement misstatement. Management then reviewed and vetted these
      high-risk processes. Management conducted an Entity-Level risk assessment and
      reviewed such controls utilizing the COSO (Committee of Sponsoring Organizations
      of the Treadway Commission) control framework. In addition, Management
      performedan Information Technology risk assessment and reviewed the primary
      computer systems which effect the reporting of financial information. Management
      reviewed application, database, operating system and network software. We also
      reviewed our server, storage, network and desktop hardware
      environment.


-17-


As
      a
      result of these assessments, Management found no evidence of any material
      weaknesses in the Company’sinternal controls over financial reporting.
      Management has concluded that, at March 31, 2008, internal controls over
      financial reporting were effective.





This
      interim report does not include an attestation report of the Company’s
      registered public accounting firm regarding internal control over its financial
      reporting.




*Cautionary
      Statement*





A
      control
      system, no matter how well-designed and operated, cannot provide absolute
      assurance that the


objectives
      of the control system are met, and no evaluation of internal controls can
      provide absolute assurance that all control issues and instances of fraud,
      if
      any, within a company have been detected.


**PART
                  II**
              **OTHER
                  INFORMATION****Item
                  1.**
              **Legal
                  Proceedings**None**Item
                  1A.**
              **Risk
                  Factors**None**Item
                  2.**
              **Unregistered
                  Sales of Equity Securities and Use of Proceeds**In
                  February 2008, the Company sold 615,386 shares of common stock
                  to
                  accredited investors at a price of $0.70 per share for an aggregate
                  consideration of $430,770. The Company received net cash proceeds
                  of
                  approximately $388,000 after placement agent commissions and expenses
                  of
                  $42,770.This transaction was exempt from registration pursuant
                  to
                  Regulation D promulgated under the Securities Act of
                  1933.**Item
                  3.**
              **Defaults
                  Upon Senior Securities**None**Item
                  4.**
              **Submission
                  of Matters to a Vote of Security Holders**None**Item
                  5.**
              **Other
                  Information**None**Item
                  6.**
              **Exhibits****Exhibit
                  31.1**
              Certification
                  of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
                  Act of 2002.**Exhibit
                  31.2**
              Certification
                  of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
                  Act of 2002.**Exhibit
                  32.1**
              Certification
                  of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002.**Exhibit
                  32.2**
              Certification
                  of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002.




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**SpectraScience,
      Inc.**




**FORM
      10-Q**





**March
      31, 2008**




**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)Date
                    May 15, 2008
            /s/
                James Hitchin**James
                Hitchin**President,
                Chief Executive Officer(Principal
                executive officer)Date
                    May 15, 2008
            /s/
                James Dorst**James
                Dorst**Chief
                Financial Officer(Principal
                Financial and Accounting
                Officer)


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