**UNITED
      STATES**


**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 **June
      30, 2005**





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
            (I.R.S.
                Employer Identification Number)of
                incorporation or organization)




**11568
      Sorrento Valley Rd., Suite 11**


**San
      Diego, California 92121**


(Address
      of principal executive offices)


**(858)
      847-0200**


(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 o


**APPLICABLE
      ONLY TO ISSUERS INVOLVED IN**


**BANKRUPTCY
      PROCEEDINGS DURING THE**


**PRECEDING
      FIVE YEARS**




Check
      whether the registrant filed all documents and reports required to be filed
      by
      Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
      under a plan confirmed by a court.




YES xNO o










The
      number of shares of the Registrant’s common stock, par value $.01 per share,
      outstanding on August
      11, 2005 was 37,550,762.





Transitional
      Small Business Disclosure Format (Check one): Yes o No
x


page
          2





**SpectraScience,
      Inc.**


(a
      Development Stage Enterprise)





**Index**


**Page**
                **No.**PART
                  I
              FINANCIAL
                  INFORMATION:
              1Item
                  1.
              Financial
                  Statements (Unaudited)
              7Item
                  2.
              Management’s
                  Discussion and Analysis or Plan of Operation
              10Item
                  3.
              Controls
                  and Procedures
              12PART
                  II
              OTHER
                  INFORMATION
              13Item
                  1.
              Legal
                  Proceedings
              13Item
                  2.
              Unregistered
                  Sales of Securities and Use of Proceeds
              13Item
                  3.
              Defaults
                  Upon Senior Securities
              13Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              13Item
                  5.
              Other
                  Information
              13Item
                  6.
              Exhibits
              13SIGNATURES
              14
   page
            3


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


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


**SpectraScience,
      Inc.**


(a
      Development Stage Enterprise)





**CONDENSED
      BALANCE SHEETS**


**June
                30,**
              **2005**
            
            **December
                31,**
              **2004**(Unaudited)
            
            (Audited)ASSETSCurrent
                assets:Cash
                and cash equivalents
            
            $
            802,842
            
            $
            1,132,505Inventories
            
            
            144,859
            
            
            149,169Prepaid
                expenses and other current assets
            
            
            24,385
            
            
            54,400Total
                current assets
            
            
            972,086
            
            
            1,336,074Fixed
                assets, net
            
            
            11,195
            
            
            15,992Patents,
                net
            
            
            272,287
            
            
            281,949TOTAL
                ASSETS
            
            $
            1,255,568
            
            $
            1,634,015LIABILITIES
                AND STOCKHOLDERS’ EQUITYCurrent
                liabilities:Accounts
                payable
            
            $
            16,875
            
            $
            12,215Accrued
                compensation and taxes
            
            
            11,493
            
            
            7,684Total
                liabilities
            
            
            28,368
            
            
            19,899STOCKHOLDERS’
                EQUITYUndesignated
                capital stock, undesignated par value, 25,000,000 shares authorized,
                none
                issuedCommon
                stock, $.01 par value:Authorized--100,000,000
                sharesIssued
                and outstanding--37,550,762 shares
            
            
            375,508
            
            
            375,508Additional
                paid-in capital
            
            
            1,825,339
            
            
            1,780,122Deferred
                compensation
            
            
            (87,696
            )
            
            (163,823
            )Deficit
                accumulated during the development stage
            
            
            (885,951
            )
            
            (377,691
            )TOTAL
                STOCKHOLDERS’ EQUITY
            
            
            1,227,200
            
            
            1,614,116TOTAL
                LIABILITIES AND
              STOCKHOLDERS’
                EQUITY
            
            $
            1,255,568
            
            $
            1,634,015





Note:
      The
      balance sheet at December 31, 2004 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.*


page
          4








**SpectraScience,
      Inc.**


(a
      Development Stage Enterprise)





**CONDENSED
      STATEMENTS OF OPERATIONS**


**(Unaudited)**





**Three
                Months Ended**
              **June
                30,**
            
            **Six
                Months Ended**
              **June
                30****,**
            
            **August
                2, 2004 (Inception of****Successor
                Company) to June 30,****2005**
            
            **2004**
            
            **2005**
            
            **2004**
            
            **2005**Gross
                revenue
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Operating
                expenses:Research
                and development
            
            
            9,106
            
            
            -
            
            
            18,857
            
            
            -
            
            
            18,857General
                and
              administrative
            
            
            309,156
            
            
            33,842
            
            
            500,953
            
            
            71,456
            
            
            889,839Total
                operating expenses
            
            
            318,262
            
            
            33,842
            
            
            519,810
            
            
            71,456
            
            
            908,696Operating
                loss
            
            
            (318,262
            )
            
            (33,842
            )
            
            (519,810
            )
            
            (71,456
            )
            
            (908,696
            )Other
                income (expense), net
            
            
            10,522
            
            
            (10,690
            )
            
            11,550
            
            
            (21,374
            )
            
            22,745Net
                loss
            
            $
            (307,740
            )
            $
            (44,532
            )
            $
            (508,260
            )
            $
            (92,830
            )
            $
            (885,951
            )Basic
                and diluted net loss per share
            
            $
            (0.01
            )
            $
            (0.01
            )
            $
            (0.01
            )
            $
            (0.01
            )Weighted
                average common shares outstanding
            
            
            37,550,762
            
            
            7,644,091
            
            
            37,550,762
            
            
            7,398,952





*See
      accompanying notes to unaudited condensed financial
      statements.*


page
          5


**SpectraScience,
      Inc.**


(a
      Development Stage Enterprise)





**CONDENSED
      STATEMENTS OF CASH FLOWS**


**(Unaudited)**





**Six
                Months Ended**
              **June
                30,**
            
            **August
                2, 2004**
              **(Inception
                of**
              **Successor**
              **Company)
                to****2005**
            
            **2004**
            
            **June
                30, 2005**OPERATING
                ACTIVITIES:Net
                loss
            
            $
            (508,260
            )
            $
            (92,830
            )
            $
            (885,951
            )Adjustments
                to reconcile net loss to cash
              used
                in operating activities:Depreciation
                and amortization
            
            
            14,459
            
            
            
            
            
            25,709Amortization
                of deferred compensation
            
            
            121,344
            
            
            
            
            
            256,795Gain
                on disposal of fixed assets
            
            
            (4,961
            )
            
            
            
            
            (9,150
            )Writeoff
                of obsolete inventories
            
            
            4,513
            
            
            
            
            
            4,513Changes
                in operating assets
              and
                liabilities:Inventories
            
            
            (203
            )
            
            
            
            
            (203
            )Prepaid
                expenses and other current assets
            
            
            34,976
            
            
            
            
            
            4,326Accounts
                payable
            
            
            4,660
            
            
            23,038
            
            
            (42,827
            )Accrued
                compensation and taxes
            
            
            3,809
            
            
            27,036
            
            
            (20,600
            )Net
                cash used in operating activities
            
            
            (329,663
            )
            
            (42,756
            )
            
            (667,388
            )INVESTING
                ACTIVITIES- proceeds from
              the
                sale of fixed assets
            
            
            
            
            
            
            
            
            8,240FINANCING
                ACTIVITIES- proceeds from
              issuance
                of common stock
            
            
            
            
            
            353,000
            
            
            20,000Net
                increase (decrease) in cash and cash equivalents
            
            
            (329,663
            )
            
            310,244
            
            
            (639,148
            )CASH
                AND CASH EQUIVALENTS
              AT
                BEGINNING OF PERIOD
            
            
            1,132,505
            
            
            73,487
            
            
            1,441,990CASH
                AND CASH EQUIVALENTS
              AT
                END OF PERIOD
            
            $
            802,842
            
            $
            383,731
            
            $
            802,842


*See
      accompanying notes to unaudited condensed financial
      statements.*


page
          6


**SpectraScience,
      Inc.**


(a
      Development Stage Enterprise)





**Notes
      to Unaudited Condensed Financial Statements**


**June
      30** **,
      2005**





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





**Description
      of Business**





SpectraScience,
      Inc. (the “Company”) filed for bankruptcy protection on September 13, 2002 (U.S.
      Bankruptcy Court, District of Minnesota, Case No. 02-42904). The case was
      converted from liquidation under Chapter 7 to Chapter 11 reorganization in
      early
      2003. The Company’s Plan of Reorganization was confirmed on July 7, 2004 and
      became effective on August 23, 2004. The Company received funding and commenced
      operations effective August 2, 2004. As of August 2, 2004 (for purposes of
      this
      Report, the “Effective Date”), the Company became the “Successor Company” and
      the Company as it existed prior to August 2, 2004 is referred to as the
“Predecessor Company.” During the bankruptcy, the Company was under the control
      of a court appointed trustee and had no management (all officers and directors
      had resigned), no legal counsel, no outside auditors, no transfer agent, and
      no
      operations.





The
      Company 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. From 1996
      until
      filing for bankruptcy reorganization in 2002, the Company primarily focused
      on
      developing the WavSTATTM Optical Biopsy System (“WavSTATTM System”). The WavSTATTM
      System is a proprietary, minimally invasive technology that optically scans
      tissue in real-time to distinguish between normal and pre-cancerous or cancerous
      tissue, without the need to remove tissue from the body.





**Basis
      of Presentation**





The
      accompanying unaudited condensed financial statements of SpectraScience, Inc.
      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-QSB and Item 310 of Regulation S-B. 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 six
      month period ended June 30, 2005 are not necessarily indicative of the results
      that may be expected for the year ended December 31, 2005. 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, 2004.





**Liquidity
      and Development Stage Enterprise**





The
      Company is a development stage enterprise. Since August 2, 2004, it has not
      generated any revenue from the sale of its products and, through June 30, 2005,
      its efforts have been principally devoted to restarting the Company as it
      emerged from bankruptcy. As of June 30, 2005, the Company had working capital
      of
      $943,718 and cash and cash equivalents of $802,842. The Company believes funds
      are sufficient to sustain operations through 2005. However, additional capital
      will be required after that time since insignificant revenues are anticipated
      from operations for the near future. Additional capital will come from venture
      capitalists or other private investors, but there can be no assurance that
      such
      investments will be available on terms acceptable to the Company. Through June
      30, 2005, the Company's financing has been through the sale of common stock.
      Until the Company's operations generate adequate revenue, the Company will
      attempt to continue to fund operations from cash on hand and through other
      sources of capital that may be available to it.





page
          7


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





The
      Company adopted fresh-start reporting, as of August 2, 2004 in accordance with
      the American Institute of Certified Public Accountants Statement of Position
      90-7, Financial Reporting by Entities in Reorganization Under the Bankruptcy
      Code (“SOP 90-7”). Under fresh-starting reporting, a new entity has been deemed
      created for financial reporting purposes. The results of operations are
      presented on a traditional comparative basis and compare the Successor Company
      for the period from January 1, 2005 to June 30, 2005 to the Predecessor Company
      for the period from January 1, 2004 to June 30, 2004. Management believes that
      the Predecessor and Successor Company periods are not comparable for accounting
      purposes.





Use
      of
      Estimates





The
      Company prepares its financial statements in conformity with accounting
      principles generally accepted in the United States of America, which require
      management to make estimates and assumptions that affect the amounts reported
      in
      the financial statements and disclosures made in the accompanying notes to
      the
      financial statements. Significant estimates made by management include, among
      others, realization of long-lived assets. Actual results could differ from
      those
      estimates.





Stock-Based
      Compensation





At
      June
      30, 2005, the Company has one stock-based employee compensation plan (the
“Option Plan"). Prior to August 2004, the Company accounted for the Option Plan
      under the recognition and measurement provisions of Accounting Principles Board
      Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”), and
      related interpretations. No stock-based employee compensation cost is reflected
      in net loss for the six months ended June 30, 2004, as all options granted
      under
      the Option Plan had an exercise price equal to the market value of the
      underlying common stock on the date of grant. Effective August 2, 2004, the
      Company adopted the fair value recognition provisions of Statement of Financial
      Accounting Standards No. 123, “Accounting for Stock-Based Compensation”, (“SFAS
      123”) prospectively to all employee awards granted, modified, or settled by the
      Successor Company. Awards under the Company’s Option Plan vest over three years.
      Therefore, the cost related to stock-based employee compensation included in
      the
      determination of net loss for the six months ended June 30, 2004 is less than
      that which would have been recognized if the fair value based method had been
      applied to all awards since the original effective date of SFAS 123. The
      following table illustrates the effect on net loss and loss per share if the
      fair value based method had been applied to all outstanding and unvested awards
      in each period.


page
          8











3
                months ended
              June
                30, 2005
            
            6
                months ended
              June
                30, 2005
            
            3
                months ended
              June
                30, 2004
            
            6
                months ended
              June
                30, 2004
            
            August
                2, 2004
              (Inception
                of
              Successor
              Company)
                to
              June
                30, 2005Net
                loss as reported
            
            $
            (307,740
            )
            $
            (508,260
            )
            $
            (44,532
            )
            $
            (92,830
            )
            $
            (885,951
            )Stock-based
                compensation
              expense
                included in
              reported
                net loss
            
            
            96,341
            
            
            121,344
            
            
            -
            
            
            -
            
            
            256,795Stock-based
                compensation
            
            
            (96,341
            )
            
            (121,344
            )
            
            (
                64,871
            )
            
            (127,855
            )
            
            (256,795
            )Pro
                forma net loss
            
            $
            (307,740
            )
            $
            (508,260
            )
            $
            (109,403
            )
            $
            (220,685
            )
            $
            (885,951
            )As
                reported loss per share
            
            $
            (0.01
            )
            $
            (0.01
            )
            $
            (0.01
            )
            $
            (0.01
            )Pro
                forma loss per share
            
            $
            (0.01
            )
            $
            (0.01
            )
            $
            (0.01
            )
            $
            (0.03
            )





Options
      to purchase 475,000 shares of common stock were granted during the six months
      ended June 30, 2005. No options were issued for the six months ended June 30,
      2004.





Inventories





Inventories
      are valued at the lower of cost, determined on the first-in, first-out (FIFO)
      basis, or market value. Cost includes direct material, labor and overhead.
      On
      August 2, 2004, inventories were adjusted to market value in accordance with
      the
      requirements of Fresh Start Reporting. Inventories consist of the
      following:





June
                30, 2005
            
            December
                31, 2004Raw
                materials
            
            $
            62,129
            
            $
            98,346Work
                in process
            
            
            -
            
            
            4,832Finished
                goods
            
            
            82,730
            
            
            45,991Totals
            
            $
            144,859
            
            $
            149,169





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
      similar 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
      six months ended June 30, 2005 and 2004, 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 six months ended June 30, 2005 are options to
      purchase 2,250,000 shares of common stock. For the six months ended June 30,
      2004, potentially dilutive shares of common stock that have been excluded from
      the calculation of weighted average number of dilutive common shares totaled
      1,436,742 comprised of warrants to purchase 36,030 shares of common stock and
      options to purchase 1,400,712 shares of common stock.





page
          9


Stockholders’
      Equity





In
      April
      2005, the Company issued stock options to purchase 475,000 shares of common
      stock to consultants. Additional paid-in capital has increased from the
      recording of the value of options issued to consultants over the term of the
      respective contracts.





**Item
      2.** **Management’s Discussion and Analysis or Plan of Operation**





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





This
      Report on Form 10-QSB 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 years ended December 31, 2004, 2003 and 2002.





**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 esophageal cancer
      is ready to begin a clinical trial at three institutions. 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**





We
      are a
      development stage medical device company that has not yet engaged in significant
      commercial activities. During 2005 we intend to complete a Phase II clinical
      trial with our WavSTATTM system for the detection of Barrett’s syndrome, thought
      to be a pre-cancerous condition of the esophagus. The progression toward
      esophageal cancer begins with several pre-cancerous stages. It is critical
      for
      the physician to be able to identify these various stages of the disease in
      order to deliver the most appropriate treatment. As with colorectal cancer,
      early and accurate detection of esophageal cancer results in less invasive,
      more
      cost effective treatments with a greater chance for long term patient
      survival.





page
          10


Barrett’s
      esophagus is a condition of the lining of the lower esophagus thought to be
      caused primarily by Gastro Esophageal Reflux Disease (“GERD”), more commonly
      known as chronic heartburn. Physicians typically recommend that persons with
      chronic heartburn should have an endoscopy to look for Barrett’s esophagus. Some
      Barrett’s patients will advance further to a stage where additional abnormal
      tissue called dysplasia is present. Dysplasia is known to be the next
      progressive step toward esophageal cancer and is categorized in stages of low
      grade and high grade. Barrett’s esophagus, dysplasia and esophageal cancer
      patients are currently diagnosed by an endoscopy of the esophagus with multiple
      biopsies of the inner lining.





High-grade
      dysplasia is a critical stage to correctly diagnose because physicians
      frequently recommend surgical resection or removal of the esophagus if Barrett's
      esophagus with high-grade dysplasia is present. Unfortunately for the patient,
      dysplasia is not easily visible to the physician during standard endoscopy.
      Because early diagnosis is critical, multiple biopsies (as many as 20 at once)
      may be performed either randomly or in a geometric pattern in the esophagus
      in
      the hope of finding the most appropriate tissue to biopsy.





If
      the
      results of our Phase II clinical trial are successful, we will apply for FDA
      approval (by supplement to our existing approval for colon cancer detection)
      for
      use of the WavSTATTM system in esophageal cancer detection.





In
      addition, we may (if funding permits) seek to heighten market acceptance of
      our
      colon cancer technology by demonstrating to managed care organizations that
      using our optical biopsy technique is faster, more accurate and less expensive
      than the current technique of removing all suspicious polyps.





We
      believe that we have sufficient funds to sustain operations for the remainder
      of
      2005. However, additional capital will be required after that time since we
      anticipate insignificant revenues from operations for the near future and the
      cost to market a newly approved product for the detection of Barrett’s esophagus
      will be considerably more than the cash we will have on hand. We believe that
      this funding will come from venture capitalists or other private investors,
      but
      there can be no assurance that such investments will be available on terms
      acceptable to us.





**Results
      of Operations**





The
      Company adopted fresh-start reporting, as of August 2, 2004 in accordance with
      the American Institute of Certified Public Accountants Statement Of Position
      90-7, Financial Reporting by Entities in Reorganization Under the Bankruptcy
      Code (“SOP 90-7”). Under fresh-starting reporting, a new entity has been deemed
      created for financial reporting purposes. The results of operations are
      presented on a traditional comparative basis and compare the Successor Company
      for the period from January 1, 2005 to June 30, 2005 to the Predecessor Company
      for the period from January 1, 2004 to June 30, 2004. Management believes that
      the Predecessor and Successor Company periods are not comparable for accounting
      purposes.





***For
      the Three Months ended June 30, 2005***





The
      Company had no revenue in the three months ended June 30, 2005 or in the three
      months ended June 30, 2004.





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          11


Overall
      research and development expenses for the three months ended June 30, 2005
      and
      2004 were $9,106 and $0, respectively. Research and development expenses for
      the
      period ended June 30, 2005 relate specifically to new product and application
      development in preparation for a clinical trial.





General
      and administrative expenses for the three months ended June 30, 2005 and 2004
      were $309,156 and $33,842, respectively. The increase for the three months
      ended
      June 30, 2005 compared to June 30, 2004 was primarily due to increased salary,
      professional fees and insurance required to re-start the Company. The Company
      was in bankruptcy during the 2004 period.





Other
      income (expense), net for the three months ended June 30, 2005 and 2004 was
      $10,522 and ($10,690), respectively. The increase was primarily from interest
      income due to higher balances in cash and cash equivalents from a stockholders’
      rights offering and a private placement of common stock in the third quarter
      of
      2004.





As
      a
      result of the above, the net loss for the three months ended June 30, 2005
      and
      2004 was $307,740 and $44,532, respectively. The increase in losses was
      primarily due to general and administrative expenses to re-start the Company.
      The net loss per share for the three months ended June 30, 2005 and 2004 was
      $0.01 and $0.01 respectively.





***For
      the Six Months ended June 30, 2005***





The
      Company had no revenue in the six months ended June 30, 2005 or in the six
      months ended June 30, 2004.


Overall
      research and development expenses for the six months ended June 30, 2005 and
      2004 were $18,857 and $0, respectively. Research and development expenses
      related specifically to new product and application development in preparation
      for a clinical trial.





General
      and administrative expenses for the six months ended June 30, 2005 and 2004
      were
      $500,953 and $71,456, respectively. The increase for the six months ended June
      30, 2005 compared to June 30, 2004 was primarily due to increased salary,
      professional fees and insurance required to re-start the Company. The Company
      was in bankruptcy during the 2004 period.





Other
      income (expense), net, for the six months ended June 30, 2005 and 2004 was
      $11,550 and ($21,374), respectively. The increase was primarily from interest
      income due to higher balances in cash and cash equivalents from a stockholders’
      rights offering and a private placement of common stock in the third quarter
      of
      2004.





As
      a
      result of the above, the net loss for the six months ended June 30, 2005 and
      2004 was $508,260 and $92,830, respectively. The increase in losses was
      primarily due to general and administrative expenses to re-start the Company.
      The net loss per share for the six months ended June 30, 2005 and 2004 was
      $0.01
      and $0.01 respectively.





**Item
      3.** **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 carried out an evaluation of the
      effectiveness of the design and operation of the Company's disclosure controls
      and procedures. This included a thorough investigation of accounting controls
      and presentation. This evaluation was carried out under the supervision and
      with
      the participation of the Company's management, including the Company's
      President, Chief Executive Officer and Chief Financial Officer. Based upon
      that
      evaluation, the Company's President, Chief Executive Officer and Chief Financial
      Officer concluded that the Company's disclosure controls and procedures are
      effective in timely alerting the Company’s management to material information
      relating to the Company and required to be included in its periodic SEC
      filings.




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          12


Changes
      in Internal Controls over Financial Reporting





There
      were no significant changes in the Company's internal controls over financial
      reporting or in other factors during the three months ended June 30, 2005 which
      has affected or is reasonably likely to materially affect internal controls
      over
      financial reporting.




**PART
      II** **OTHER
      INFORMATION**




**Item
      1.**  **Legal
      Proceedings**




None




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




None




**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
              Certification
                  of Chief Executive Officer and Chief Financial Officer pursuant
                  to Section
                  302 of the Sarbanes-Oxley Act of
                  2002.


Exhibit
              32
            Certification
                of Chief Executive Officer and Chief Financial Officer pursuant to
                Section
                906 of the Sarbanes-Oxley Act of
                2002.


page
          13


**SpectraScience,
      Inc.**


**FORM
      10-QSB**





**June
      30, 2005**





**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)**August
                11, 2005**
              
              /s/
                James HitchinDate
              **James
                  Hitchin**
                President,
                  Chief Executive Officer and Chief Financial Officer
                (Principal
                  executive officer, principal financial officer, and principal accounting
                  officer)


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