**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-Q**




**(Mark
      One)**


o
            
            **QUARTERLY
                REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
                1934**




**For
      the quarterly period ended September 30, 2008**




o
            
            **TRANSITION
                REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
                1934**




**OR**




**For
      the transition period from** **** **to** ****




***Commission
      file number 000-25499***




**SIENA
      TECHNOLOGIES, INC.**


(Exact
      name of small business issuer as specified in its charter)




Nevada
            88-0390360State
                or other jurisdiction of
            (IRS
                EmployerIncorporation
                or organization
            Identification
                Number)1110
                Route 55, Suite 206 LaGrangeville, New York
            12540(Address
                of principal executive offices)
            (Zip
                Code)




(845) 575-6670


(Issuer’s
      telephone number, including area code)




5625
      South Arville Street, Suite E


Las
      Vegas, Nevada, 89118


(Former
      name, former address and former fiscal year, if changed)




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 R No £





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting company.
      See
      the definitions of “large accelerated filer,” “accelerated filer” and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act.





Large
                Accelerated filer
            £
            Accelerated
                filer
            £Non-accelerated
                filer
            £
            Smaller
                reporting Company
            þ(Do
                not check if a smaller reporting company)





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act.)  Yes £ No R





**APPLICABLE
      ONLY TO ISSUERS INVOLVED IN BANKRUPTCY**


**PROCEEDINGS
      DURING THE PRECEDING FIVE YEARS:**





Indicate
      by check mark whether the registrant filed all documents and reports required
      to
      be filed by Section 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 £ No £




**APPLICABLE
      ONLY TO CORPORATE ISSUERS**





Indicate
      the number of shares outstanding of each of the issuer’s classes of common
      stock, as of the latest practicable date.




28,347,114
      common shares outstanding as of October 3, 2008.














SIENA
      TECHNOLOGIES, INC.




TABLE
      OF
      CONTENTS


**Page**Part
                  I — Financial Information
              
              3Item 1
                  — Financial Statements
              
              3Consolidated
                  Balance Sheets as of September  30, 2008 (Unaudited) and
                  December 31, 2007
              
              4Unaudited
                  Consolidated Statements of Operations for the Nine and Three Months
                  Ended
                  September 30, 2008 and September 30, 2007, as restated
              
              5Unaudited
                  Consolidated Statements of Cash Flows for the Nine Months Ended
                  September
                  30, 2008 and September 30, 2007.
              
              6Notes
                  to Consolidated Financial Statements
              
              7Item 2
                  — Management’s Discussion and Analysis or Plan of
                  Operation
              
              16Item 3
                  — Quantitative and Qualitative Disclosures About Market
                  Risk
              
              18Item
                  4 --- Controls and Procedures
              
              18Part
                  II — Other Information
              
              19Item 1
                  — Legal Proceedings
              
              19Item 2
                  — Unregistered Sales of Equity Securities and Use of
                  Proceeds
              
              19Item 3
                  — Defaults Upon Senior Securities
              
              19Item 4
                  — Submission of Matters to a Vote of Security Holders
              
              19Item 5
                  — Other Information
              
              19Item 6
                  —Exhibits
              
              19Certification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of Officers Pursuant to Section 906





2




**PART
      I — FINANCIAL INFORMATION**




**ITEM
      1. FINANCIAL STATEMENTS.**


**Index
      to Financial Statements**




CONSOLIDATED
                BALANCE SHEETS
            
            F-4CONSOLIDATED
                STATEMENTS OF OPERATIONS (Unaudited)
            
            F-5CONSOLIDATED
                STATEMENTS OF CASH FLOWS (Unaudited)
            
            F-6CONSOLIDATED
                NOTES TO THE FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER
                30,
                2008 AND 2007 (Unaudited)
            
            F-7





3




**SIENA
      TECHNOLOGIES, INC.**


**CONSOLIDATED
      BALANCE SHEETS**




**September
                  30,**
                **2008**
              ******
              ****December
                  31,**
                **2007***(Unaudited)*
              
              *(**Audited)***ASSETS****Current
                  Assets**Cash
              
              $
              15,818
              
              $
              1,835Current
                  Assets of Discontinued Operations (Note 6)
              
              
              —
              
              
              2,850,238**Total
                  Current Assets**
              
              
              —
              
              
              2,852,073**TOTAL
                  ASSETS**
              
              $
              15,818
              
              $
              2,852,073**LIABILITIES
                  & STOCKHOLDERS’ DEFICIT****Current
                  Liabilities**Accounts
                  Payable and Accrued Expenses
              
              $
              81,487
              
              $
              134,158Current
                  Liabilities of Discontinued Operations (Note 6)
              
              
              144,368
              
              
              4,996,036Related
                  Party Promissory Notes - In Default (Note 5)
              
              
              435,863
              
              
              —Fair
                  Value of Derivatives Embedded Within Promissory Notes (Note
                  4)
              
              
              873,336
              
              
              —Fair
                  Value of Derivative Liabilities (Note 4)
              
              
              2,341
              
              
              8,124Note
                  Payable - In Default
              
              
              407,222
              
              
              377,727Related
                  Party Note Payable (Note 5)
              
              
              9,422,066
              
              
              8,422,570**Total
                  Current Liabilities**
              
              
              11,366,683
              
              
              13,938,615**Total
                  Liabilities**
              
              
              11,366,683
              
              
              13,938,615**Commitments
                  & Contingencies (Note 7)****Stockholders’
                  Deficit**Common
                  Stock, $.001 par value; 100,000,000 shares authorized, 28,347,114
                  and
                  42,163,691 shares issued and outstanding at September 30, 2008
                  and
                  December 31, 2007, respectively
              
              
              28,347
              
              
              42,163Additional
                  Paid-in Capital
              
              
              29,987,211
              
              
              29,605,537Shares
                  to be Issued
              
              
              163
              
              
              163Accumulated
                  Deficit
              
              
              (41,366,586
              )
              
              (40,734,405
              )**Total
                  Stockholders’ Deficit**
              
              
              (11,350,865
              )
              
              (11,086,542
              )**TOTAL
                  LIABILITIES AND STOCKHOLDERS' DEFICIT**
              
              $
              15,818
              
              $
              2,852,073


**The
        Accompanying Notes Are an Integral Part of these Consolidated Financial
        Statements**


F-4


**SIENA
        TECHNOLOGIES, INC.**
 **CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**(Unaudited)**


**Nine
                  Months Ended**
                **September
                  30**
              
              **Three
                  Months Ended**
                **September
                  30****2008**
              
              **2007**
              
              **2008**
              
              **2007**Revenues
              
              $
              —
              
              $
              —
              
              $
              —
              
              $
              —Costs
                  of Sales
              
              
              —
              
              
              —
              
              
              —
              
              
              —Gross
                  Profit
              
              
              —
              
              
              —
              
              
              —
              
              
              —**Operating
                  Expenses**Investor
                  Relations
              
              
              23,491
              
              
              182,077
              
              
              5,000
              
              
              71,895Stock
                  Based Compensation
              
              
              34,675
              
              
              172,454
              
              
              —
              
              
              34,307Other
                  Selling, General and Administrative Expenses
              
              
              323,151
              
              
              339,453
              
              
              151,729
              
              
              162,175**Total
                  Operating Expenses**
              
              
              381,317
              
              
              693,984
              
              
              156,729
              
              
              268,377Loss
                  From Continuing Operations
              
              
              (381,317
              )
              
              (693,984
              )
              
              (156,729
              )
              
              (268,377
              )**Other
                  Income and Expenses**Changes
                  in Fair Value of Derivatives
              
              
              5,783
              
              
              2,553,030
              
              
              2,079
              
              
              (145,864
              )Changes
                  in Fair Value of Embedded Derivatives
              
              
              97,350
              
              
              —
              
              
              472,517
              
              
              —Gain
                  on Disposal of Subsidiary - Kelley
              
              
              2,150,133
              
              
              —
              
              
              —
              
              
              —Interest
                  Expense
              
              
              (2,304,342
              )
              
              (363,870
              )
              
              (831,491
              )
              
              (126,420
              )**Total
                  Other Income****and Expenses**
              
              
              (51,076
              )
              
              2,189,160
              
              
              (356,895
              )
              
              (272,284
              )Net
                  (Loss) Income From Continuing Operations
              
              
              (432,393
              )
              
              1,495,176
              
              
              (513,624
              )
              
              (540,661
              )Loss
                  From Discontinued Operations
              
              
              (199,788
              )
              
              (2,266,398
              )
              
              —
              
              
              (258,463
              )Provision
                  for Income Taxes
              
              
              —
              
              
              —
              
              
              —
              
              
              —Net
                  Loss
              
              $
              (632,181
              )
              $
              (771,222
              )
              $
              (513,624
              )
              $
              (799,124
              )Basic
                  and Diluted Net (Loss) Income Per Common Share
              
              $
              (0.02
              )
              $
              (0.02
              )
              $
              (0.02
              )
              $
              (0.02
              )Number
                  of Common Shares Used to Compute Basic and Diluted Weighted
                  Average
              
              
              37,625,399
              
              
              39,942,075
              
              
              28,647,474
              
              
              42,636,991
 **The
            Accompanying Notes Are an Integral Part of these Consolidated Financial
            Statements**
 
 F-5


**SIENA
        TECHNOLOGIES, INC.** **CONSOLIDATED
          STATEMENTS OF CASH FLOWS**
 **(Unaudited)**


**Nine Months Ended**
                **Sept
                  30,**
              ********
              ****
              **2008**
              
              **2007****CASH
                  USED IN OPERATING ACTIVITIES**Net
                  Loss
              
              $
              (632,181
              )
              $
              (771,222
              )**Adjustments
                  to Reconcile Net Income to Net Cash Used in Operating
                  Activities**Stock
                  Issued for Services
              
              
              —
              
              
              30,000Liquidated
                  Damages Incurred Upon Default on Promissory Notes
              
              
              103,198
              
              
              —Beneficial
                  Conversion Feature
              
              
              347,000
              
              
              —Amortization
                of Debt
                Discount
              
              
              253,032
              
              
              —Fair
                  Value Adjustments of Derivative Liabilities
              
              
              (5,783
              )
              
              (2,553,030
              )Fair
                  Value Adjustments of Embedded Derivative Liabilities
              
              
              (97,350
              )
              
              —Fair
                  Value of Derivative Liabilities in Excess of Proceeds,
                  Expensed
              
              
              595,686
              
              
              —Stock
                  Option Expense
              
              
              34,675
              
              
              172,454Gain
                  on Divestiture of Kelley
              
              
              (2,150,133
              )
              
              —Accretion
                  of Notes Payable Balances
              
              
              1,108,624
              
              
              262,306**Changes
                  in Operating Assets and Liabilities**(Increase)
                  Decrease Current Assets of Discontinued Operations
              
              
              —
              
              
              1,045,085(Decrease)
                  Increase in Accounts Payable and Accrued Expenses
              
              
              82,215
              
              
              —(Decrease)
                  in Current Liabilities of Discontinued Operations
              
              
              —
              
              
              (843,891
              )**NET
                  CASH USED IN OPERATING ACTIVITIES**
              
              
              (361,017
              )
              
              (2,658,297
              )**CASH
                  PROVIDED BY FINANCING ACTIVITIES:**Net
                  Proceeds from Issuance of Stock
              
              
              —
              
              
              1,132,000Repayment
                  of Related Party Notes Payable
              
              
              —
              
              
              (597,641
              )Proceeds
                  from Related Party Promissory Notes
              
              
              375,000Proceeds
                  from Related Party Notes Payable
              
              
              —
              
              
              2,155,985**NET
                  CASH PROVIDED BY FINANCING ACTIVITIES**
              
              
              375,000
              
              
              2,690,344NET
                  INCREASE IN CASH & CASH EQUIVALENTS
              
              
              13,983
              
              
              32,047BEGINNING
                  CASH & CASH EQUIVALENTS
              
              
              1,835
              
              
              7,808ENDING
                  CASH & CASH EQUIVALENTS
              
              $
              15,818
              
              $
              39,855**SUPPLEMENTAL
                  DISCLOSURE OF CASH FLOW INFORMATION**Cash
                  Paid for Interest
              
              $
              —
              
              $
              261,458Cash
                  Paid for Income Taxes
              
              $
              —
              
              $
              —Stock
                  Issued for Services and Debt Reduction.
              
              $
              —
              
              $
              30,000Accrued
                  Commissions in Connection with Private Placement
              
              $
              —
              
              $
              32,500Assets
                  Contributed to Tuscany Services LLC in Exchange for Joint Venture
                  Interest
              
              $
              —
              
              $
              375,000Issuance
                  of Warrants in Connection with Private Placement
              
              $
              —
              
              $
              1,045,182


**The
        Accompanying Notes Are an Integral Part of these Consolidated Financial
        Statements**


F-6


**SIENA
        TECHNOLOGIES, INC.**
 **CONSOLIDATED
        NOTES TO THE FINANCIAL STATEMENTS**
 **FOR
        THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007**
 **(Unaudited)**


**NOTE
      1 - DESCRIPTION OF BUSINESS**




On
      October 25, 2006, Network Installation Corp. (“NIC”) changed its name to Siena
      Technologies, Inc. (together with its two wholly owned subsidiaries, the
“Company”). The Company was incorporated on March 24, 1998 under the laws of the
      state of Nevada. The Company has two wholly owned subsidiaries, Com Services,
      Inc. (“COM”) and Network Installation Corporation (“Network”), both of which are
      no longer operating. The net assets of the Company’s third subsidiary, Kelley
      Communication Company, Inc. (“Kelley”) was sold on April 7, 2008.




***Control
      by Principal Stockholders***




The
      Company’s directors, executive officers and their affiliates or related parties,
      own beneficially and in the aggregate, the majority of the voting power of
      the
      outstanding shares of the common stock of the Company. Accordingly, if voting
      their respective shares uniformly, the directors, executive officers and their
      affiliates would have the ability to control the approval of most corporate
      actions, including increasing the authorized capital stock of the Company and
      the dissolution, merger or sale of the Company’s assets or
      business.




**NOTE
      2 - BASIS OF PRESENTATION**




The
      accompanying consolidated financial statements include the accounts of the
      Company and its 100% owned subsidiaries, COM and Network. All significant
      inter-company accounts and transactions have been eliminated in consolidation.
      The results of each of the Company’s subsidiaries have been included in *Loss
      from Discontinued Operations* in the
      Company’s accompanying consolidated financial statements.




These
      condensed interim consolidated financial statements have been prepared in
      accordance with generally accepted accounting principles in the United States
      of
      America (“US GAAP”).




The
      interim results of operations are not necessarily indicative of the results
      to
      be expected for the fiscal year ending December 31, 2008. The Company’s
      financial statements contained herein are unaudited and, in the opinion of
      management, contain all adjustments (consisting only of normal recurring
      accruals) necessary for a fair presentation of financial position, results
      of
      operations and cash flows for the period presented. The Company’s accounting
      policies and certain other disclosures are set forth in the notes to the
      consolidated financial statements contained in the Company’s Annual Report on
      Form 10-KSB, as amended, for the year ended December 31, 2007, filed with the
      Securities and Exchange Commission on April 28, 2008. These financial statements
      should be read in conjunction with the Company’s audited consolidated financial
      statements and notes thereto. The preparation of financial statements in
      conformity with US GAAP requires management to make estimates and assumptions
      that affect the reported amounts of assets and liabilities and disclosures
      of
      contingent assets and liabilities at the date of the financial statements and
      the reported amounts of revenues and expenses during the reporting period.
      Actual results could differ from those estimates.




F-7


**SIENA
        TECHNOLOGIES, INC.**
 **CONSOLIDATED
        NOTES TO THE FINANCIAL STATEMENTS**
 **FOR
        THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007**
 **(Unaudited)**


***Reclassifications***




The
      Company has made certain reclassifications to the 2007 financial statements
      herein, in order for the 2007 financial results to be comparable to the 2008
      financial statements. The reclassifications did not impact total assets, total
      liabilities, total stockholders’ deficit or net loss for 2007.




***Use
      of Estimates***




The
      preparation of financial statements, in conformity with US GAAP, requires
      management to make estimates and assumptions that affect the reported amounts
      of
      assets and liabilities, and disclosure of contingent assets and liabilities
      at
      the date of the financial statements and the reported amounts of revenue and
      expenses during the reporting period. Significant estimates made in preparing
      these financial statements include analysis of the value of goodwill, the fair
      value of derivative financial instruments such as warrants, the fair value
      of
      embedded derivatives, and the fair value of common stock issued for services.
      Actual results could differ from those estimates.




FAIR
      VALUE MEASUREMENTS





Effective
      January 1, 2008, we adopted SFAS 157, Fair Value Measurements (SFAS 157). SFAS
      157 clarifies the definition of fair value, prescribes methods for measuring
      fair value, and establishes a fair value hierarchy to classify the inputs used
      in measuring fair value as follows:





Level
      1-Inputs are unadjusted quoted prices in active markets for identical assets
      or
      liabilities available at the measurement date.




Level
      2-Inputs are unadjusted quoted prices for similar assets and liabilities in
      active markets, quoted prices for identical or similar assets and liabilities
      in
      markets that are not active, inputs other then quoted prices that are
      observable, and inputs derived from or corroborated by observable market
      data.




Level
      3-Inputs are unobservable inputs which reflect the reporting entity’s own
      assumptions on what assumptions the market participants would use in pricing
      the
      asset or liability based on the best available information.





The
      adoption of SFAS No. 157 did not have a material impact on our fair value
      measurements.




The
      following tables present our assets and liabilities that are measured at fair
      value on a recurring basis and are categorized using the fair value hierarchy.
      The fair value hierarchy has three levels based on the reliability of the inputs
      used to determine fair value.





Fair
                Value Measurements at Reporting Date UsingDescription
            
            September
                30, 2008
            
            Quoted
                Prices in Active Markets for Identical Assets (Level 1)
            
            Significant
                Other Observable Inputs (Level 2)
            
            Significant
                Unobservable Inputs (Level 3)Liabilities
                - Warrants
            
            $
            2,341
            
            $
            2,341
            
            $
            —
            
            $
            —Liabilities
                - Conversion Options
            
            
            873,336
            
            
            873,336
            
            
            —
            
            
            —Total
                Liabilities
            
            $
            875,677
            
            $
            875,677
            
            $
            —
            
            $
            —




F-8




**SIENA
      TECHNOLOGIES, INC.**


**CONSOLIDATED
      NOTES TO THE FINANCIAL STATEMENTS**


**FOR
      THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007**


**(Unaudited)**




NOTE
      3 - GOING CONCERN




The
      accompanying consolidated financial statements have been prepared in conformity
      with US GAAP, which contemplates continuation of the Company as a going concern.
      However, the Company has an accumulated deficit of ($41,366,586), and is
      generating losses from operations. The continuing losses have adversely affected
      the liquidity of the Company. The Company faces continuing significant business
      risks, including, but not limited to, its ability to continue raising funds
      from
      Dutchess Private Equities Fund, Ltd, or its related entities (collectively,
      “Dutchess”). The Company is fully dependent on Dutchess for its financing needs
      and does not expect financing from other sources to become available in the
      near
      future. Dutchess is not under any commitment to continue to provide funding
      to
      the Company.




In
      view
      of the matters described in the preceding paragraph, recoverability of a major
      portion of the recorded asset amounts shown in the accompanying balance sheet
      is
      dependent upon continued operations of the Company, which in turn is dependent
      upon the Company’s ability to raise additional capital, and to succeed in its
      future operations. The consolidated financial statements do not include any
      adjustments relating to the recoverability and classification of recorded asset
      amounts and classification of liabilities that might be necessary should the
      Company be unable to continue as a going concern.




F-9


**SIENA
        TECHNOLOGIES, INC.**
 **CONSOLIDATED
        NOTES TO THE FINANCIAL STATEMENTS**
 **FOR
        THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007**
 **(Unaudited)**


**NOTE
      4 - EMBEDDED DERIVATIVES AND DERIVATIVE LIABILITIES**




The
      fair
      market value of embedded derivative liabilities consisted of the
      following:




**September
                30,**
              **2008**
            
            **December 31,**
              **2007**Derivatives
                embedded within promissory note dated December 19, 2007, initial
                value
            
            $
            218,400
            
            $
            —Cumulative
                adjustments to record fair market value of embedded
                derivative
            
            
            60,712
            
            
            —Subtotal
            
            
            279,112
            
            
            —Derivatives
                embedded within promissory note dated March 26, 2008, initial
                value
            
            
            160,000
            
            
            —Cumulative
                adjustments to record fair market value of embedded
                derivative
            
            
            80,196
            
            
            —Subtotal
            
            
            240,196
            
            
            —Derivatives
                embedded within promissory note dated May 27, 2008, initial
                value
            
            
            82,286
            
            
            —Cumulative
                adjustments to record fair market value of embedded
                derivative
            
            
            50,879
            
            
            —Subtotal
            
            
            133,165
            
            
            —Derivatives
                embedded within promissory note dated August 15, 2008, initial
                value
            
            
            480,000
            
            
            —Cumulative
                adjustments to record fair market value of embedded
                derivatives
            
            
            (277,221
            )
            
            —Subtotal
            
            
            202,779
            
            
            —Derivatives
                embedded within promissory note dated September 16, 2008, initial
                value
            
            
            30,000
            
            
            —Cumulative
                adjustments to record fair market value of embedded
                derivatives
            
            
            (11,916
            )
            
            —Subtotal
            
            
            18,084
            
            
            —Total
            
            $
            873,336
            
            $
            —




F-10


**SIENA
        TECHNOLOGIES, INC.**
 **CONSOLIDATED
        NOTES TO THE FINANCIAL STATEMENTS**
 **FOR
        THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007**
 **(Unaudited)**


The
      fair
      market value of derivative liabilities consisted of the following:


September
                  30,
                2008
              
              December 31,
                2007Derivative
                  liability, warrants exchanged for common stock on March 10, 2007,
                  initial value
              
              $
              1,497,416
              
              $
              1,497,416Cumulative
                     adjustments to record fair market value of derivative
                  liability
              
              
              (1,497,416
              )
              
              (1,491,657
              )Subtotal
              
              
              —
              
              
              5,759Derivative
                  liability, warrants related to private placement on November
                  13, 2006, initial value
              
              
              729,820
              
              
              729,820Cumulative
                  adjustments to record fair market value of derivative
                  liability
              
              
              (729,615
              )
              
              (729,098
              )Subtotal
              
              
              205
              
              
              722Derivative
                  liability, warrants related to private placement on January 23, 2007,
                  initial value
              
              
              1,045,182
              
              
              1,045,182Cumulative
                  adjustment to record fair market value of derivative
                  liability
              
              
              (1,044,
                  657
              )
              
              (1,043,539
              )Subtotal
              
              
              525
              
              
              1,643Derivative
                  liability, warrants related to Dutchess debt financing on July
                  17, 2007,
                  initial value
              
              
              30,000
              
              
              30,000Adjustment
                  to record fair market value of derivative liability
              
              
              (28,389
              )
              
              (30,000
              )Subtotal
              
              
              1,611
              
              
              —Total
              
              $
              2,341
              
              $
              8,124




**NOTE
      5 - RELATED PARTY TRANSACTIONS**




**Note
      Payable - Dutchess (In Default)**




On
      July
      17, 2007, the Company entered into an agreement with Dutchess (the “July 2007
      Agreement”), providing for, among other things, additional funding from Dutchess
      in the amount of $2,000,000 (the “Additional Financing”). The Additional
      Financing was added to the then outstanding principal amount of the promissory
      note dated June 30, 2006, in the principal amount of $6,254,960 (the “Original
      Note”). The Original Note was cancelled and a new noted was issued in the
      aggregate amount of approximately $8,384,726 (the “New Note”). Further, pursuant
      to the July 2007 Agreement, Dutchess has the right to appoint three (3) members
      to the Company’s Board of Directors, the total number of which shall remain at
      five (5), and such appointments shall continue until the New Note is repaid
      in
      full; during such time that the New Note (as defined below) is outstanding,
      Dutchess may remove and replace any of its appointed members. The July 2007
      Agreement further provided for certain conditions to closing, all of which
      have
      been satisfied.




The
      New
      Note bears interest at a rate of seven percent (7%) per annum and is secured
      by
      all the assets of the Company, as evidenced by that certain amended and restated
      security agreement between the Company and Dutchess, dated July 17, 2007
      (“Amended Security Agreement”). The New Note is due and payable on or before
      January 1, 2012. The Company also issued Dutchess a five year warrant to
      purchase an aggregate of 3,000,000 shares of the Company’s common stock at a
      purchase price of four cent ($0.04) per share (the “Warrant”) (see Note 4
      herein). The Warrant provides for certain anti-dilution provisions and cashless
      exercise in the event that the Company does not have an effective registration
      statement covering the shares of common stock underlying the Warrant on or
      before one year from the date of issuance of the Warrant. The Company also
      entered into a negative pledge, dated July 17, 2007 (the “Negative Pledge”),
      pursuant to which the Company agreed to not grant, any lien, charge, security
      interest, hypothec, mortgage or encumbrance of any nature or kind over any
      of
      the property identified in the Amended Security Agreement.




F-11


**SIENA
        TECHNOLOGIES, INC.**
 **CONSOLIDATED
        NOTES TO THE FINANCIAL STATEMENTS**
 **FOR
        THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007**
 **(Unaudited)**


In
      connection with the July 2007 Agreement, the Company paid Dutchess’ closing
      costs of $50,000.




The
      New
      Note is currently in default and Dutchess has the right to declare the full
      and
      unpaid balance of the New Note due and payable, and enforce each of its rights
      under the convertible debentures and warrants previously retired as of June
      30,
      2006, including conversion into and/or purchase of shares of the Company’s
      common stock.




**Promissory
      Notes Payable - Dutchess (In Default)**




On
      December 19, 2007, the Company issued a promissory note to Dutchess for
      $126,000. The Company received proceeds from this transaction of $105,000.
      The
      promissory note bears interest at 12% annually. The promissory note is currently
      in default.




On
      March
      26, 2008, the Company issued a promissory note to Dutchess for $120,000. The
      Company received proceeds from this transaction of $100,000. The promissory
      note
      bears interest at 12% annually. The promissory note is currently in
      default.




On
      May
      27, 2008, the Company issued a promissory note to Dutchess for $72,000. The
      Company received proceeds from this transaction of $60,000. The promissory
      note
      bears interest at 12% annually. The promissory note is currently in
      default.




On
      August
      15, 2008, the Company issued a promissory note to Dutchess for $120,000. The
      Company received proceeds from this transaction of $100,000. The promissory
      note
      bears interest at 12% annually. The promissory note is currently in
      default.




On
      September 16, 2008, the Company issued a promissory note to Dutchess for
      $12,000. The Company received proceeds from this transaction of $10,000. The
      promissory note bears interest at 12% annually. The promissory note is currently
      in default.




**NOTE
      6 - DISCONTINUED OPERATIONS**




On
      March
      17, 2008, the Company determined it would dispose or sell the assets and
      liabilities associated with its subsidiary, Kelley. The business was
      underperforming and consistent profits derived from the business model did
      not
      appear possible under the operating structure in place. In conjunction with
      this
      decision, the company has accrued approximately $100,000 to cover the costs
      of
      disposing of Kelley.




F-12


**SIENA
        TECHNOLOGIES, INC.**
 **CONSOLIDATED
        NOTES TO THE FINANCIAL STATEMENTS**
 **FOR
        THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007**
 **(Unaudited)**


The
      net
      assets and liabilities of the discontinued operations at September 30, 2008
      and
      December 31, 2007 consist of the following:




**September
                30,**
              **2008**
            
            **December 31,**
              **2007****Assets of
                discontinued operations**Cash
            
            $
            —
            
            $
            375,959Accounts
                receivable, net
            
            
            —
            
            
            1,207,544Inventory
            
            
            —
            
            
            903,196Fixed
                assets, net
            
            
            —
            
            
            167,660Other
                Assets
            
            
            —
            
            
            195,879Total
                assets
            
            $
            —
            
            $
            2,850,238**Liabilities
                of discontinued operations**Accounts
                payable and accrued expenses
            
            $
            —
            
            $
            1,787,965Notes
                Payable
            
            
            —
            
            
            1,795,171Other
                Liabilities
            
            
            144,368
            
            
            1,412,900Total
                liabilities
            
            
            144,368
            
            
            4,996,036Net
                liabilities of discontinued operations
            
            $
            144,368
            
            $
            2,145,798




The
      Company ceased all depreciation of Kelley’s fixed assets as of March 17, 2008,
      in accordance with Financial Accounting Standards Board No.144. (“FASB
      144”)




Loss
      from
      discontinued operations in the Company’s *Statements
      of Operations* consists
      of:


**Nine
                  Months Ended**
                **September
                  30**
              ********
              ****
              **2008**
              
              **2007**Sales
              
              $
              4,743,704
              
              $
              5,032,524Cost
                  of Goods sold
              
              
              3,347,346
              
              
              3,534,070Gross
                  Profit
              
              
              1,396,358
              
              
              1,498,454Salaries
              
              
              831,938
              
              
              2,325,181Interest
                  expense
              
              
              52,807
              
              
              205,413Other
              
              
              711,401
              
              
              1,234,258Loss
                  from Discontinued Operations
              
              $
              (199,788
              )
              $
              (2,266,398
              )




**NOTE
      7 - COMMITMENTS & CONTINGENCIES**




The
      Company may be involved in litigation, negotiation and settlement matters that
      may occur as part of the Company’s day-to-day operations. However, there are no
      pending, nor, to Management’s knowledge, are there any threatened legal
      proceedings against the Company.




F-13


**SIENA
        TECHNOLOGIES, INC.**
 **CONSOLIDATED
        NOTES TO THE FINANCIAL STATEMENTS**
 **FOR
        THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007**
 **(Unaudited)**


The
      Company was obligated to pay its former Chief Executive Officer and its former
      Chief Financial Officer severance as a result of separation agreements dated
      May
      25, 2007. The Company made the final payments under these agreements on July
      14,
      2008. No further amounts are due to the Company’s former Chief Executive Officer
      and Chief Financial Officer.




**NOTE
      8 - BASIC AND DILUTED NET INCOME (LOSS) PER SHARE**




Net
      income (loss) per share is calculated in accordance with the Statement of
      Financial Accounting Standards No. 128 (SFAS No. 128), “Earnings Per Share.”
Basic net loss per share is based upon the weighted average number of common
      shares outstanding. For all periods, all common stock equivalents were excluded
      from the calculation of diluted loss per common share because they were
      anti-dilutive, due to the Company’s net losses.




Warrants,
      which will have an anti-dilutive effect on the net loss per common share once
      exercised, to purchase 23,942,145 and 16,710,895 shares of common stock remained
      outstanding as of September 30, 2008 and 2007, respectively, at strike prices
      that vary from $0.01 to $0.79 and $0.01 to $0.88 per share,
      respectively.




The
      Dutchess and Preston notes payable, which were restructured by the Company
      during 2007 and 2006, remained outstanding as of September 30, 2008. The notes
      payable carry certain provisions allowing for Dutchess and Preston to void
      the
      restructured transactions in the event of default by the Company. In the event
      of default and the removal of the restructured terms of the notes payable,
      the
      notes payable would become convertible at the lender’s option at any time, at a
      conversion price which would be approximately 75% of the fair market value
      of
      the Company’s common stock. The Company currently estimates that these
      outstanding debts would potentially be convertible into approximately
      2,184,000,000 shares of the Company’s common stock using the fair market value
      of the Company’s common stock as of September 30, 2008. There are other
      restrictions within the terms of the agreements with Dutchess and Preston which
      might limit the amount of shares the outstanding debts are convertible into,
      in
      this scenario, but the Company cannot be sure those terms will limit a
      conversion into a significant number of shares of the Company’s common
      stock.




The
      Dutchess promissory notes discussed in Note 5 are in default and potentially
      convertible at a 50% discount to the fair market value of the Company's common
      stock. As of September 30, 2008, the promissory notes are convertible into
      approximately 146,000,000 shares of the Company's common stock.




**NOTE
      9 - DIVESTITURE OF KELLEY**




On
      March
      17, 2008, the Board of Directors, believing it to be in the best interests
      of
      the Company and its shareholders, approved the sale of the assets (the “Asset
      Sale”) of Kelley pursuant to the terms of a certain asset purchase agreement
      executed on April 7, 2008 by and among the Company, Kelley, Mr. James Michael
      Kelley, and Kelley II, LLC, a newly formed Nevada limited liability company
      (“Kelley II”), and which filed as Exhibit 10.1 to the Company’s Current Report
      on Form 8-K, filed with the Securities and Exchange Commission on April 9,
      2008
      (the “Asset Purchase Agreement”).




F-14


**SIENA
        TECHNOLOGIES, INC.**
 **CONSOLIDATED
        NOTES TO THE FINANCIAL STATEMENTS**
 **FOR
        THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007**
 **(Unaudited)**


Mr.
      Kelley owns 100% of the limited liability company membership interests of Kelley
      II, and is its sole managing member. Additionally, he may be deemed to be the
      beneficial owner of approximately 13,816,577 shares of the Company’s capital
      stock owned by Kelley II (the “Kelley Shares”). He is also a former director,
      who served on the Company’s Board of Directors from September 2005 until January
      2008. Mr. Kelley transferred the Kelley Shares to Kelley II for purposes of
      consummating the transactions contemplated by the Asset Purchase Agreement.




Pursuant
      to the Asset Purchase Agreement the Company agreed to sell certain of Kelley’s
      assets to Kelley II, including, but not limited to, all equipment, all rights
      of
      Kelley against vendors, all customer lists, files and related information,
      all
      inventory, all rights of Kelley under certain contracts, all permits, all
      intellectual property of Kelley, including trademarks, service marks, trade
      names, domain names, web sites, phone, fax and email addresses, all rights
      or
      choses in action following the closing of the acquisition related to Kelley’s
      business, all books and records, all computer software, hardware, data rights
      and documentation, all cash and cash equivalents, and all goodwill related
      to
      these assets. A complete description of the assets sold is set forth in the
      Asset Purchase Agreement.




In
      exchange for the sale of the assets, Kelley II assumed certain liabilities
      of
      Kelley, which include, but are not limited to, the liabilities, if any, relating
      to the Obligations and Liabilities (each as defined in the Asset Purchase
      Agreement) of Kelley and the Company with respect to the sale of Tuscany
      Services, LLC, with respect to that certain Settlement Agreement dated January
      31, 2008, by and between Kelley, Kelley Technologies, LLC, Michael Kelley,
      the
      Company, Lisa Cox, individually and as Special Administratrix of the Estate
      of
      Stephen L. Cox, and with respect to that certain Confession of Judgment entered
      into by the District Court, Clark County, Nevada, dated December 1, 2008, in
      favor of Technology In Practice, LLC against Kelley Communication. A complete
      description of the liabilities assumed is set forth in the Asset Purchase
      Agreement.




Additionally,
      in exchange for the acquired assets, Kelley II assigned and transferred to
      the
      Company all of the Kelley Shares.




The
      sale
      of Kelley was completed on June 26, 2008.




F-15




**ITEM
      2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR RESULTS OF
      OPERATIONS.**




The
      discussion and financial statements contained herein are for the nine months
      ended September 30, 2008 and September 30, 2007. The following discussion should
      be read in conjunction with our financial statements and notes included
      herewith.




**CAUTIONARY
      STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS**




This
      report contains forward-looking statements that involve risks and uncertainties.
      We generally use words such as “believe,” “may,” “could,” “will,” “intend,”
“expect,” “anticipate,” “plan,” and similar expressions to identify
      forward-looking statements, including statements regarding our ability to
      continue to create innovative technology products, our ability to continue
      to
      generate new business based on our sales and marketing efforts, referrals and
      existing relationships, our financing strategy and ability to access the capital
      markets and other risks discussed in our Risk Factor section included in our
      Form 10-KSB, as amended, for the year ended December 31, 2007, as filed with
      the
      Securities and Exchange Commission on April 28, 2008. Although we believe the
      expectations expressed in the forward-looking statements included in this Form
      10-Q are based on reasonable assumptions within the bounds of our knowledge
      of
      our business, a number of factors could cause our actual results to differ
      materially from those expressed in any forward-looking statements. We cannot
      assure you that the results or developments expected or anticipated by us will
      be realized or, even if substantially realized, that those results or
      developments will result in the expected consequences for us or affect us,
      our
      business or our operations in the way we expect. We caution readers not to
      place
      undue reliance on these forward-looking statements, which speak only as of
      their
      dates. We do not intend to update any of the forward-looking statements after
      the date of this document to conform these statements to actual results or
      to
      changes in our expectations, except as required by law.




**NINE
      MONTH PERIOD ENDED SEPTEMBER 30, 2008 AS COMPARED TO THE NINE MONTH PERIOD
      ENDED
      SEPTEMBER 30, 2007, AS RESTATED**




**RESULTS
      OF OPERATIONS**




**SALES
      AND COSTS OF GOODS SOLD**




Sales
      and
      costs of good sold for the nine months ended September 30, 2008 were $0 as
      compared to $0 for the nine months ended September 30, 2007. All operations
      at
      Kelley, COM and Network have been discontinued. Therefore, no revenues or costs
      of goods sold are presented for the nine months ended September 30, 2008 and
      2007. The results of Kelley, COM and Network are included within discontinued
      operations in the statement of operations.




**O****PERATING
      EXPENSES**




Operating
      expenses for the nine months ended September 30, 2008 amounted to $381,317
      as
      compared to $693,984 for the nine months ended September 30, 2007. This decrease
      was primarily attributable to a decrease in stock option expense and investor
      relation expense for the nine months ended September 30, 2008 of $137,779 and
      $158,586 as compared to the nine months ended September 30, 2007. Our former
      executives held a significant number of stock options which were no longer
      being
      amortized in 2008. The Company's management also determined it would have to
      decrease expenses relative to investor relations due to cashflow concerns.




16




**OTHER
      INCOME (EXPENSE)**




Other
      income expense for the nine months ended September 30, 2008 was $(51,076) as
      compared to $2,189,160 for the nine months ended September 30, 2007. The
      decrease in other income is primarily due to the decrease in the change in
      fair
      market value of derivatives and embedded derivatives from $2,553,030 to $103,133
      for the nine months ended September 30, 2008, as compared to the nine months
      ended September 30, 2007.




**NET
      LOSS**




Net
      loss
      for the nine months ended September 30, 2008 was $632,181 as compared to
      $771,222 for the nine months ended September 30, 2007 due to the reasons set
      forth above.




**BASIC
      AND DILUTED INCOME PER SHARE**




Our
      basic
      and diluted net loss per share was $(0.02) for the nine and three months ended
      September 30, 2008 and September 30, 2007, respectively.




**LIQUIDITY
      AND CAPITAL RESOURCES**




As
      of
      September 30, 2008, our current assets were $15,818 and current liabilities
      were
      $11,366,683. Cash and cash equivalents totaled $15,818 as of September 30,
      2008.
      Our stockholders’ deficit at September 30, 2008 was $41,366,586. We had a net
      usage of cash for operating activities for the nine months ended September
      30,
      2008 and 2007 of $(361,017) and $(2,658,297), respectively. We had net cash
      provided by financing activities of $375,000 and $2,155,985 for the nine months
      ended September 30, 2008 and 2007, respectively.




Historically,
      we have operated from a cash flow deficit funded by the issuance of debt and
      the
      sale of equity, including funding provided by Dutchess. Without the continued
      availability of external funding, we would have to materially curtail our
      operations and our current plans for expansion. We intend to continue funding
      our operations through the sale of additional equity and/or issuance of debt,
      though there can be no guarantee that we will be successful in our
      efforts.




**FINANCING
      ACTIVITIES**




On
      December 19, 2007, March 26, 2008, May 27, 2008, August 15, 2008 and September
      16, 2008, we issued Dutchess promissory notes in the amount of $126,000,
      $120,000, $72,000, $120,000 and $12,000 resulting in proceeds to us of $105,000,
      $100,000, $60,000, $100,000 and $10,000, respectively. Each of the promissory
      notes bear interest at 12% per annum and mature on March 19, 2008, September
      26,
      2008, December 27, 2008, August 15, 2009 and September 16, 2009,
      respectively.




We
      are in
      a default on all of the promissory notes issued to Dutchess. Under the terms
      of
      the promissory notes, in the event of default, Dutchess has the right to declare
      the full and unpaid balance of the December 19, 2007, March 26, 2008, May 27,
      2008, August 15, 2008 and September 16, 2008 promissory notes, together with
      the
      New Note due and payable, and enforce its rights to convert the promissory
      notes
      into our common stock at a substantial discounted rate.




**MATERIAL
      TRENDS AND UNCERTAINTIES**




We
      are a
      shell company. Should our cash flow shortfalls continue, and should we be
      unsuccessful in raising capital, it will have an adverse impact on our business,
      which in turn will have an adverse impact on our financial condition and results
      of operations. While we are actively assessing our cash flow needs and pursuing
      multiple avenues of financing and cash flow generation, there can be no
      assurance that our activities will be successful. If our fundraising efforts
      are
      not successful, it is likely that we will not be able to meet our obligations
      as
      they come due.




17




Additionally,
      we are currently in default on a note payable to Dutchess in the amount of
      approximately $9,422,000, a note payable to Preston in the amount of $407,000
      and our additional Dutchess promissory notes, which total $450,000, including
      interest accrued and liquidated damages, assessed and which are likely to
      continue to accrue. Dutchess and Preston are now able to reinstate the previous
      terms of the debt which was included in the debt restructuring completed as
      of
      June 30, 2006. As a result of being in default under the terms of our debt
      restructuring transaction with Dutchess, the 5,954,000 warrants that were
      cancelled on June 30, 2006 may be reissued, which, if exercised could cause
      substantial dilution to our other shareholders. Additionally, our Loan
      Restructure Agreement with Dutchess and our Loan Restructure Agreement with
      Preston resulted in the cancellation of an aggregate of $7,675,000 face amount
      of convertible debentures that had previously been issued to Dutchess and
      Preston. These convertible debts could be reissued with the same terms which
      had
      been in effect prior to the restructuring. The convertible debts had
      substantially different terms than the notes payable and could result in a
      substantial number of common shares being potentially issuable to Dutchess
      and
      Preston, should Dutchess or Preston proceed to reinstate these convertible
      debts. The promissory notes issued to Dutchess also included a default provision
      allowing for liquidated damages and also allow for conversion to common stock
      at
      preferential rates in the event of default. All shares of our issued and
      outstanding common stock are subject to dilution as a result of defaults on
      our
      obligations to Dutchess and Preston.




**ITEM
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK**





Not
      applicable




**ITEM
      4T. CONTROLS AND PROCEDURES**




*Evaluation
      of Disclosure Controls and Procedures*




We
      conducted an evaluation under the supervision and with the participation of
      our
      management, including our Chief Executive Officer (who is also the principal
      accounting officer), of the effectiveness of the design and operation of our
      disclosure controls and procedures. The term “disclosure controls and
      procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
      and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other
      procedures of a company that are designed to ensure that information required
      to
      be disclosed by the company in the reports it files or submits under the
      Exchange Act is recorded, processed, summarized and reported, within the time
      periods specified in the Securities and Exchange Commission's rules and forms.
      Disclosure controls and procedures also include, without limitation, controls
      and procedures designed to ensure that information required to be disclosed
      by a
      company in the reports that it files or submits under the Exchange Act is
      accumulated and communicated to the company's management, including its
      principal executive and principal financial officers, or persons performing
      similar functions, as appropriate, to allow timely decisions regarding required
      disclosure. Based on this evaluation, our Chief Executive Officer (who is also
      the principal accounting officer) concluded that as of September 30, 2008,
      there
      were no matters which would result in more than a remote likelihood that a
      material misstatement of the quarterly financial statements would not have
      been
      prevented or detected.




*Changes
      in Internal Control Over Financial Reporting*




No
      change
      in the Company’s internal control over financial reporting (as defined in Rules
      13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal
      quarter ended September 30, 2008 that has materially affected, or is reasonably
      likely to materially affect, the Company’s internal control over financial
      reporting.




18




**PART
      II — OTHER INFORMATION**




**ITEM
      1. LEGAL PROCEEDINGS.**




We
      may be
      involved in litigation, negotiation and settlement matters that may occur in
      our
      day-to-day operations. Management does not believe the implication of this
      type
      of litigation will have a material impact on our financial
      statements.




**ITEM
      1A. RISK FACTORS**




**Not
      required.**




**ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS.**




NONE.




**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES.**




We
      are in
      default of all debts owed to Dutchess and Preston, which constitute
      approximately $10,279,000 in debts. These debts are all convertible into our
      common stock at the option of Dutchess and Preston, individually.




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




NONE.




**ITEM
      5. OTHER INFORMATION.**




NONE.




**ITEM
      6. EXHIBITS.**




**Exhibits.****No.**
            
            **Description**31.1
            
            Certification
                Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
                filed herewith.32.1
            
            Certification
                of Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant
                to Section 906 of the Sarbanes-Oxley Act of 2002, filed
                herewith.




19




**SIGNATURE**




In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.


SIENA
                TECHNOLOGIES, INC.
              (Registrant)Date:
                November 14, 2008
            By:
            /s/
                Michael NovielliMichael
                Novielli
              Interim
                Chief Executive Officer




20