**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-Q**




**(Mark
      One)**


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




**For
      the quarterly period ended March 31, 2008**




**OR**


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




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




***Commission
      file number 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)5625
                South Arville Street, Suite E, Las Vegas Nevada
            
            89118(Address
                of principal executive offices)
            
            (Zip
                Code)




(702) 889-8777


(Issuer’s
      telephone number, including area code)




Check
      whether the issuer (1) filed all reports required to be filed by
      Section 13 or 15(d) of the Exchange Act during the past 12 months (or
      for such shorter period that the Issuer was required to file such reports),
      and
      (2) has been subject to such filing requirements for the past 90 days.
      Yes þ No o




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




As
      of May 9, 2008 there were 42,163,691 shares of common stock issued and
      outstanding, $0.001 par value.




Transitional
      Small Business Disclosure Format (check one) Yes o No þ













**Table
        of Contents**
 
 SIENA
        TECHNOLOGIES, INC.
  TABLE
        OF
        CONTENTS
 
 **Page**Part
                  I — Financial Information
              
              3Item
                  1 — Financial Statements
              
              3Consolidated
                  Balance Sheets as of March 31, 2008 (Unaudited) and December 31,
                  2007
              
              3Unaudited
                  Consolidated Statements of Operations for the Three Months Ended
                  March 31,
                  2008 and March 31, 2007, as restated
              
              4Unaudited
                  Consolidated Statements of Cash Flows for the Three Months Ended
                  March 31,
                  2008 and March 31, 2007, as restated
              
              5Notes
                  to Consolidated Financial Statements
              
              6Item
                  2 — Management’s Discussion and Analysis or Plan of
                  Operation
              
              12Item
                  3 — Quantitative and Qualitative Disclosures About Market
                  Risk
              
              13Item
                  4 — Controls and Procedures
              
              13Part
                  II — Other Information
              
              14Item
                  1 — Legal Proceedings
              
              14Item
                  2 — Unregistered Sales of Equity Securities and Use of
                  Proceeds
              
              14Item
                  3 — Defaults Upon Senior Securities
              
              14Item
                  4 — Submission of Matters to a Vote of Security Holders
              
              14Item
                  5 — Other Information
              
              14Item
                  6 — Exhibits
              
              14Certification
                  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.**
 
 **SIENA
        TECHNOLOGIES, INC.**
 **CONSOLIDATED
        BALANCE SHEETS**
 **March 31, 2008**
                
                **December 31, 2007****(Unaudited)**
                
                **(Restated)****ASSETS:****CURRENT
                    ASSETS****Cash**
                
                $
                1,835
                
                $
                1,835**Current
                    Assets of Discontinued Operations (Note 6)**
                
                
                3,541,004
                
                
                2,850,238**Prepaid
                    Expenses**
                
                
                26,540
                
                
                -**Total
                    Current Assets**
                
                
                3,569,379
                
                
                2,852,073**TOTAL
                    ASSETS**
                
                $
                3,569,379
                
                $
                2,852,073**LIABILITIES
                    & STOCKHOLDERS’ DEFICIT:****CURRENT
                    LIABILITIES****Accounts
                    Payable and Accrued Expenses**
                
                $
                109,362
                
                $
                124,411**Current
                    Liabilities of Discontinued Operations (Note 6)**
                
                
                6,085,546
                
                
                4,996,036**Current
                    Portion of Notes Payable**
                
                
                3,747
                
                
                9,747**Current
                    Portion of Related Party Notes Payable (Note 5)**
                
                
                360,000
                
                
                -**Fair
                    Market Value of Derivative Liabilities (Note 4)**
                
                
                8,532
                
                
                8,124**Total
                    Current Liabilities**
                
                
                6,567,187
                
                
                5,138,318**NONCURRENT
                    LIABILITIES****Notes
                    Payable**
                
                
                377,727
                
                
                377,727**Related
                    Party Notes Payable (Note 5)**
                
                
                8,422,570
                
                
                8,422,570**Total
                    Noncurrent Liabilities**
                
                
                8,800,297
                
                
                8,800,297**TOTAL
                    LIABILITIES**
                
                
                15,367,484
                
                
                13,938,615**COMMITMENTS
                    & CONTINGENCIES (Note 7)****STOCKHOLDERS’
                    DEFICIT:****Common
                    Stock, $.001 par value; 100,000,000 shares authorized 42,163,691
                    shares
                    issued and outstanding at March 31, 2008 and December 31, 2007,
                    respectively**
                
                
                42,163
                
                
                42,163**Additional
                    Paid-in Capital**
                
                
                29,623,891
                
                
                29,605,537**Shares
                    to be Issued**
                
                
                163
                
                
                163**Accumulated
                    Deficit**
                
                
                (41,464,322
                )
                
                (40,734,405
                )**Total
                    Stockholders’ Deficit**
                
                
                (11,798,105
                )
                
                (11,086,542
                )**TOTAL
                    LIABILITIES AND STOCKHOLDERS’ DEFICIT**
                
                $
                3,569,379
                
                $
                2,852,073
 
 The
        accompanying notes are an integral part of these consolidated financial
        statements.
  3
  **SIENA
        TECHNOLOGIES, INC.**
 **CONSOLIDATED
        STATEMENTS OF OPERATIONS**
 **(Unaudited)**
 **Three Months Ended****March 31,****2008**
                
                **2007**
                  **As Restated**REVENUESales
                
                $
                -
                
                $
                -Cost
                    of Goods Sold
                
                
                -
                
                
                -GROSS
                    PROFIT
                
                
                -
                
                
                -OPERATING
                    EXPENSESInvestor
                    Relations
                
                
                19,935
                
                
                71,692Stock
                    Option Expense
                
                
                18,354
                
                
                81,137Other
                    Operating Expenses
                
                
                107,153
                
                
                21,393Total
                    Operating Expenses
                
                
                145,442
                
                
                174,222LOSS
                    FROM CONTINUING OPERATIONS
                
                
                (145,442
                )
                
                (174,222
                )OTHER
                    INCOME AND EXPENSEInterest
                    Expense
                
                
                (67,068
                )
                
                (119,756
                )Change
                    in Fair Value of Derivatives
                
                
                (408
                )
                
                1,865,372Total
                    Other Income and Expenses
                
                
                (67,476
                )
                
                1,745,616LOSS
                    FROM DISCONTINUED OPERATIONS
                
                
                (516,999
                )
                
                (1,136,240
                )Net
                    Income
                
                $
                (729,917
                )
                $
                435,154Basic
                    Earnings Per Common Share
                
                $
                (0.02
                )
                $
                0.01Diluted
                    Earnings Per Common Share
                
                $
                (0.02
                )
                $
                0.01Weighted
                    Average Shares Used to Compute Basic Earnings Per Common
                    Share
                
                
                42,163,691
                
                
                39,071,211Weighted
                    Average Shares Used to Compute Diluted Earnings Per Common
                    Share
                
                
                42,163,691
                
                
                46,455,168
  The
        accompanying notes are an integral part of these consolidated financial
        statements.
  4
 
 **Table
            of Contents**
 
 **SIENA
            TECHNOLOGIES, INC.**
 **CONSOLIDATED
            STATEMENTS OF CASH FLOWS**
 **(Unaudited)**
  **Three Months Ended****March 31,****2008**
                  
                  **2007 As**
                    **Restated**CASH
                      USED IN OPERATING ACTIVITIES:Net
                      loss (income)
                  
                  $
                  (729,917
                  )
                  $
                  435,154Adjustments
                      to reconcile net income to net cash used in operating
                      activitiesStock
                      issued for services
                  
                  
                  -
                  
                  
                  30,000Amortization
                      of debt discount
                  
                  
                  60,000
                  
                  
                  —Change
                      in fair value of derivative liabilities
                  
                  
                  408
                  
                  
                  (1,865,372
                  )Stock
                      option expense
                  
                  
                  18,354
                  
                  
                  81,137Accretion
                      of notes payable balances
                  
                  
                  -
                  
                  
                  21,973Changes
                      in operating assets and liabilitiesDecrease
                      (increase) in assets of discontinued operations
                  
                  
                  (690,766
                  )
                  
                  712,026(Increase)
                      decrease in prepaid expenses
                  
                  
                  (26,540
                  )
                  
                  -(Decrease)
                      increase in accounts payable
                  
                  
                  (15,049
                  )
                  
                  (636,872
                  )Increase
                      (decrease) in liabilities of discontinued operations, net
                  
                  
                  1,089,510
                  
                  
                  (1,061,048
                  )NET
                      CASH USED IN OPERATING ACTIVITIES
                  
                  
                  (294,000
                  )
                  
                  (2,283,002
                  )CASH
                      PROVIDED BY FINANCING ACTIVITIES:Proceeds
                      from related party debt
                  
                  
                  300,000
                  
                  
                  —Payments
                      on related party debt
                  
                  
                  -
                  
                  
                  (30,000
                  )Net
                      proceeds from issuance of stock
                  
                  
                  -
                  
                  
                  1,132,000Proceeds
                      from note payable
                  
                  
                  -
                  
                  
                  6,576Payments
                      of notes payable
                  
                  
                  (6,000
                  )
                  
                  (6,000
                  )NET
                      CASH PROVIDED BY FINANCING ACTIVITIES
                  
                  
                  294,000
                  
                  
                  1,102,576NET
                      DECREASE IN CASH & CASH EQUIVALENTS
                  
                  
                  -
                  
                  
                  (1,180,426
                  )BEGINNING
                      CASH & CASH EQUIVALENTS
                  
                  
                  1,835
                  
                  
                  1,211,789ENDING
                      CASH & CASH EQUIVALENTS
                  
                  $
                  1,835
                  
                  $
                  31,363SUPPLEMENTAL
                      DISCLOSURE OF CASH FLOW INFORMATIONCash
                      paid for interest
                  
                  $
                  12,188
                  
                  $
                  15,099Cash
                      paid for income taxes
                  
                  $
                  —
                  
                  $
                  —SUPPLEMENTAL
                      DISCLOSURES OF NON-CASH TRANSACTIONSAccrued
                      commissions in connection with private placement
                  
                  $
                  -
                  
                  $
                  10,000Issuance
                      of warrants in connection with private placement
                  
                  $
                  -
                  
                  $
                  1,045,182
 
 The
            accompanying notes are an integral part of these consolidated financial
            statements.
  5
  **SIENA
        TECHNOLOGIES, INC.**
 **CONSOLIDATED
        FOOTNOTES TO THE FINANCIAL STATEMENTS**
 **FOR
        THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007**
 **(Unaudited)**
  **NOTE
        1 - DESCRIPTION OF BUSINESS**
 
 On
        October 25, 2006, Network Installation Corp. (“NIC”) changed its name to
        Siena Technologies, Inc. (the “Company”). The Company was incorporated on
        March 24, 1998 under the laws of the state of Nevada. The Company has three
        wholly owned subsidiaries, Kelley Communication Company, Inc. (“Kelley”), Com
        Services, Inc. (“COM”) and Network Installation Corporation (“Network”), all of
        which have been discontinued.
  **ACQUISITION
        OF KELLEY COMMUNICATION COMPANY, INC.**
  Pursuant
        to an acquisition agreement, the Company acquired 100% of the outstanding
        common
        stock of Kelley Communication Company, Inc., a Nevada corporation, on
        September 22, 2005, in exchange for common stock. The results of Kelley’s
        operations have been included in the accompanying consolidated financial
        statements since that date. Kelley is a Las Vegas, Nevada-based business
        focused
        on the design, project management, installation and deployment of data, voice,
        video, audio/visual, security and surveillance systems, entertainment and
        special effects, and telecom systems.
  The
        aggregate purchase price was $10,232,101, all of which was paid by issuing
        14,016,577 shares of the Company’s common stock. The value of the shares of
        common stock was determined based on the average market price of the Company’s
        common stock on the ten trading days prior to September 22, 2005. The
        purchase price was determined by taking into account many factors including
        the
        reputation that Kelley had amassed in its industry over the preceding
        18 years, the reputation of Kelley’s founder, James Michael Kelley, having
        been in the business for over 40 years, Kelley’s estimate of 2005 projected
        revenues, and Kelley’s debt obligations at the time of closing.
  The
        audit
        of Kelley as of September 22, 2005 has not been completed.  However,
        the Company’s preliminary financial analysis and due diligence related to the
        acquisition is complete. Kelley’s unaudited balance sheet as of the date of the
        acquisition is as follows:
 
 Cash
              
              $
              177,495Accounts
                  receivable
              
              
              1,234,668Inventory
              
              
              965,927Costs
                  in excess of billings
              
              
              488,370Other
                  assets
              
              
              5,599Fixed
                  assets
              
              
              713,220Accumulated
                  depreciation
              
              
              (407,534
              )Goodwill
              
              
              11,144,216Accounts
                  payable
              
              
              (879,995
              )Notes
                  payable
              
              
              (2,297,227
              )Billings
                  in excess of earnings
              
              
              (912,638
              )Total
              
              $
              10,232,101
 
 At
        December 31, 2007, upon the completion of an impairment review of the
        Goodwill related to the acquisition of Kelley, management decided to write
        down
        goodwill by $7,344,216, resulting primarily from lower than expected gross
        margins and the continued significant cash flow challenges faced by Kelley.
        The
        Company had recorded a $3,700,000 impairment losss on the goodwill recorded
        for
        the Kelley acquisition in 2005 and therefore will no longer carry goodwill
        relating to Kelly as the Company is unable to support the opinion that
        operations and cashflow will improve at Kelly.
 
 **NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF
        CONSOLIDATION**
 
 The
        accompanying consolidated financial statements include the accounts of the
        Company and its 100% owned subsidiaries. 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”).
  6
 
 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 for the year ended December 31, 2007. 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.
 
 **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 issuance
        of
        common stock for services, and useful lives for depreciable and amortizable
        assets. Actual results could differ from those estimates.
  **STOCK-BASED
        COMPENSATION**
  In
        December 2004, the FASB issued SFAS No. 123 (Revised), “Share-Based
        Payment” (“SFAS 123(R)”). SFAS 123(R) replaces SFAS 123 and supersedes APB 25.
        SFAS 123(R) is effective as of the beginning of the first interim period
        or
        annual reporting period that begins after December 15, 2005. SFAS 123(R)
        requires that the costs resulting from all share-based payments transactions
        be
        recognized in the financial statements. SFAS 123(R) applied to all awards
        granted after the required effective date and shall not apply to awards granted
        in periods before the required effective date, except if prior awards are
        modified, repurchased, or cancelled after the effective date.
  The
        following table sets forth the Company’s stock option grants, exercise prices,
        stock option grants forfeited and certain vesting periods and amounts vested
        at
        March 31, 2008.
 
 **Stock**
              
              
              
              **Stock**
              
              **Stock**
              
              **Cliff****Date(s) of**
              
              **Options**
              
              **Exercise**
              
              **Options**
              
              **Options**
              
              **Vesting****Grant**
              
              **Granted**
              
              **Price**
              
              **Forfeited**
              
              **Remaining**
              
              **Period**10/20/2005
              
              
              972,500
              
              
              0.79
              
              
              535,000
              
              
              437,500
              
              
              23
                  months3/30/2006
              
              
              1,347,500
              
              
              0.42
              
              
              1,192,500
              
              
              155,000
              
              
              33
                  months6/2/2006
              
              
              600,000
              
              
              0.41
              
              
              0
              
              
              600,000
              
              
              33
                  months8/8/2006
              
              
              192,500
              
              
              0.21
              
              
              80,000
              
              
              112,500
              
              
              33
                  months9/1/2006
              
              
              350,000
              
              
              0.42
              
              
              0
              
              
              350,000
              
              
              33
                  months9/21/2006
              
              
              750,000
              
              
              0.39
              
              
              750,000
              
              
              0
              
              
              27
                  months9/25/06
                  to 2/1/2007
              
              
              200,000
              
              
              0.27 to 0.42
              
              
              125,000
              
              
              75,000
              
              
              33
                  monthsBalance
                  at March 31, 2008
              
              
              4,412,500
              
              
              
              
              
              2,682,500
              
              
              1,730,000
  **NOTE
        3 - GOING CONCERN**
  The
        accompanying consolidated financial statements have been prepared in conformity
        with generally accepted accounting principles in the United States of America,
        which contemplates continuation of the Company as a going concern. However,
        the
        Company has an accumulated deficit of ($41,464,322), 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 maintain vendor and supplier relationships
        by
        making timely payments when due.
  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, obtain financing 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 or amounts and classification of liabilities that
        might
        be necessary should the Company be unable to continue as a going concern.
        In the
        past twelve months, management has taken the following steps to improve its
        results of operations and financial condition, which include: (i) completed
        the discontinuance of operations of Network and COM, (ii)  completed a
        second restructuring of all of the Company’s outstanding debt with more
        cashflow-sensitive payment terms, (iii) reduced head count (iv) raised an
        additional $2.36 million  in promissory note advances (v)  sold
        our investment in Tuscany Broadband for proceeds of approximately $775,000,
        reached agreement in principle on the sale of Kelley, which will include
        the
        disposition of approximately $2.5 million in net liabilities.
  7
 
 **NOTE
        4 - DERIVATIVE LIABILITIES**
  The
        fair
        market value of derivative liabilities consisted of the following:
 **March 31,**
                  **2008**
                
                **December 31,**
                  **2007**Derivative
                    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
                )
                
                (1,497,657
                )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
                
                
                (728,933
                )
                
                (729,098
                )Subtotal
                
                
                887
                
                
                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
                
                
                (1,043,189
                )
                
                (1,043,539
                )Subtotal
                
                
                1,993
                
                
                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
                
                
                (24,348
                )
                
                (30,000
                )Subtotal
                
                
                5,652
                
                
                -Total
                
                $
                8,532
                
                $
                8,124
  **NOTE
        5 - RELATED PARTY TRANSACTIONS**
  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 shall be added to the then outstanding principal amount of the
        Note
        and such Note shall be modified to reflect all appropriate increases in the
        Company’s monthly payments to Dutchess. Further, pursuant to the July 2007
        Agreement, Dutchess shall have the right to appoint three (3) members to
        the
        Company’s Board of Directors, whose total number 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 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.
  Pursuant
        to the July 2007 Agreement, the Company and Dutchess executed an Addendum
        to
        Note, dated July 17, 2007 (the “Addendum”) modifying the Note such that the
        Additional Financing shall be added to the principal amount of the Note,
        totaling in the aggregate approximately $8,384,726 (the “New Note”). As provided
        in the Note, 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 3,000,000 shares of the Company’s common stock at
        four cent ($0.04) per share (the “Warrant”). 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”), providing that the Company will not grant, any
        lien, charge, security interest, hypothec, mortgage or encumbrance of any
        nature
        or kind over any of the property stated in the Amended Security
        Agreement.
  In
        connection with the Agreement, the Company paid Dutchess closing costs of
        $50,000.
  The
        Company is obligated to make the following principal and interest payments
        for
        the years ended March 31 :
  2008
              
              $
              840,0002009
              
              
              1,800,0002010
              
              
              2,400,0002011
              
              
              3,000,000January 1,
                  2012
              
              
              2,195,738Total
              
              $
              10,235,738
  In
        the
        event of a default on the new promissory note, 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.
  8
 
 **NOTE
        6 - DISCONTINUED OPERATIONS**
  On
        March
        17, 2008, the Company determined it would dispose or sell the assets and
        liabilities associated with 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 the
        Kelley
        subsidiary.
  In
        the
        second quarter of 2006, the Company finalized its plans to shut down its
        operations at its Network and COM subsidiaries. The Company decided to close
        down these operations primarily because they were incurring operating losses,
        had low gross margins and were experiencing cash flow shortages, in addition
        to
        the fact that these businesses were not consistent with the core business
        of the
        Company’s subsidiary, Kelley. In conjunction with this decision, the Company
        accrued $150,000 to cover the costs of closing network and com. The
        net assets and liabilities of the discontinued operations at March 31, 2008
        and
        December 31, 2007 consists of the following;
  **March 31,**
                **2008**
              
              **December 31,**
                  **2007****Assets of
                  discontinued operations**Cash
              
              $
              306,788
              
              $
              375,959Accounts
                  receivable, net
              
              
              1,459,205
              
              
              1,207,544Inventory
              
              
              1,522,710
              
              
              903,196Fixed
                  assets, net
              
              
              148,741
              
              
              167,660Other
                  Assets
              
              
              103,561
              
              
              195,879Total
                  assets
              
              $
              3,541,005
              
              $
              2,850,238**Liabilities
                  of discontinued operations**Accounts
                  payable and accrued expenses
              
              $
              1,840,062
              
              $
              1,787,965Notes
                  Payable
              
              
              1,978,419
              
              
              1,795,171Billings
                  in excess of costs
              
              
              2,267,065
              
              
              1,412,900Total
                  liabilities
              
              
              6,085,546
              
              
              4,996,036Net
                  liabilities of discontinued operations
              
              $
              2,544,541
              
              $
              2,145,798
 
 The
        Company ceased all depreciation of Kelley fixed assets as of March 17, 2008,
        in
        accordance with Financial Accounting Standards Board No.144. (“FASB
        144”)
  9
 
 Loss
        from
        discontinued operations in the Company’s Statements of Operations consists
        of:
 **Year Ended ended****December 31****2008**
                
                **2007**
                  **As Restated**Sales
                
                $
                1,853,011
                
                $
                1,261,416Cost
                    of Goods sold
                
                
                1,710,817,
                
                
                961,042Gross
                    Profit
                
                
                142,194
                
                
                300,374Salaries
                
                
                389,657
                
                
                961,736Rent
                
                
                54,953
                
                
                48,248Contingency
                    accrual
                
                
                100,000
                
                
                150,000Interest
                    expense
                
                
                26,062
                
                
                42,754Other
                
                
                88,521
                
                
                233,876Loss
                    from Discontinued Operations
                
                $
                (516,999
                )
                $
                (1,136,240
                )
  **FOOTNOTE
        7 - COMMITMENTS & CONTINGENCIES**
  Siena
        may
        be involved in litigation, negotiation and settlement matters that may occur
        in
        the day-to-day operations of the Company and its subsidiaries. Management
        is not
        aware of any current pending litigation.
  OTHER
        COMMITMENTS
  Kelley
        is
        obligated to pay rent amounts as follows:
  For
        the
        12 months ended March 31:
 
 2009
              
              $
              67,500
  Kelley
        is
        obligated to pay $10,000 per month through December 31, 2010 related to an
        exclusive reseller agreement with a software company.
  The
        Company is obligated to pay its former Chief Executive Officer and its former
        Chief Financial Officer the remaining balance of $39,000 as of March 31,
        2008 as
        a result of separation agreements dated May 25, 2007.
  10
 
 **FOOTNOTE
        8 - BASIC AND DILUTED NET INCOME (LOSS) PER SHARE**
  Net
        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 our net losses.
  Stock
        options, which would have had an anti-dilutive effect on the net loss per
        common
        share once exercised, to purchase 1,730,000 and 3,685,000 shares of common
        stock
        remained outstanding as of March 31, 2008 and 2007, respectively. These
        stock options have various vesting periods between two and three years from
        the
        date of grant.
  Warrants,
        which would 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 March 31, 2008 and 2007, respectively, at strike prices
        that vary from $0.01 to $0.79 and $0.01 to $0.88 per share,
        respectively.
  Certain
        debts which were restructured by the Company during 2008 and 2007, remained
        outstanding as of December 31, 2008 and 2007, respectively.  These debts
        carry certain provisions allowing for the lenders, namely Dutchess, to void
        the
        restructuring transactions in the event of default by the Company.  In the
        event of default and the removal of the restructured terms of the debts,
        the
        debts 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 the shares
        these debts would potentially be convertible into would be approximately
        731,000,000 shares of the Company's common stock using the fair market value
        of
        the Company's common stock as of December 31, 2008.  There are other
        restrictions within the terms of the agreements with these lenders which
        might
        limit the amount of shares the debts were convertible into, in this scenario,
        but the Company cannot be sure those terms would limit a conversion into
        a
        significant number of shares of the Company's common stock.
  **FOOTNOTE
        9 - SUBSEQUENT EVENTS**
  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 the Company’s wholly owned subsidiary, Kelley Communication Company,
        Inc., a Nevada corporation (“Kelley Communication”) pursuant to the terms of a
        certain Asset Purchase Agreement by and among our Company, Kelley Communication,
        Mr. James Michael Kelley, and Kelley II, LLC, a newly formed Nevada limited
        liability company (“Kelley II”).
  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 Siena’s capital stock
        owned by Kelley II (the “Kelley Shares”).  He is also a former director,
        who served on our Board from September 22, 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.
  On
        April
        7, 2008, we entered into the Asset Purchase Agreement with Mr. Kelley, Kelley
        II
        and Kelley Communication, pursuant to which we have agreed to sell certain
        of
        Kelley Communication’s assets to Kelley II.  Such tangible and intangible
        assets of Kelley Communication, include, but are not limited to, all equipment,
        all rights of the Kelly Communication against vendors, all customer lists,
        files
        and related information, all inventory, all rights of the Kelly Communication
        under certain contracts, all permits, all intellectual property of Kelly
        Communication, 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 Kelly Communication’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 Communication, 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 Kelly Communication and Siena with respect to the
        sale of
        Tuscany Services, LLC, with respect to that certain Settlement Agreement
        dated
        January 31, 2008, by and between Kelly Communication, Kelley Technologies,
        LLC,
        Michael Kelley, Siena, 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 Kelly
        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
        Siena
        all of the Kelley Shares.
  11
  **ITEM
        2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
        OPERATION.**
  The
        discussion and financial statements contained herein are for the three months
        ended March 31, 2008 and March 31, 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 at and for the year ended December 31, 2007. 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.
  **THREE
        MONTH PERIOD ENDED MARCH 31, 2008 AS COMPARED TO THE THREE MONTH PERIOD ENDED
        MARCH 31, 2007, AS RESTATED**
  **RESULTS
        OF OPERATIONS**
  **SALES**
  Sales
        for
        the three months ended March 31, 2008 were $0 compared to $0 for the three
        months ended March 31, 2007. All operations at Kelley, COM and Network have
        been discontinued. Therefore, no revenues are presented for the three months
        ended March 31, 2008 and 2007. The Company had no operating entities that
        were
        continuing to generate revenues.
  **COST
        OF GOODS SOLD**
  Cost
        of
        goods sold for the three months ended March 31, 2008 were $0 compared to $0
        for the three months ended March 31, 2007. All operations at Kelley, COM
        and Network have been discontinued. Therefore, no costs of goods sold are
        presented for the three months ended March 31, 2008 and 2007. The Company
        had no
        operating entities that were continuing to generate revenues and costs of
        goods
        sold.
  **GROSS
        PROFITS**
  Gross
        profits for the three months ended March 31, 2008 were $0 compared to $0
        for the three months ended March 31, 2007. All operations at Kelley, COM
        and Network have been discontinued. Therefore, no costs of goods sold are
        presented for the three months ended March 31, 2008 and 2007. The Company
        had no
        operating entities that were continuing to generate gross profits.
  **OPERATING
        EXPENSES**
  Operating
        expenses for the three months ended March 31, 2008 amounted to $145,442
        compared to $174,222 for the three months ended March 31, 2007. The
        decrease was primarily due to a decrease in stock option expense for the
        three
        months ended March 31, 2008 of $62,783 as compared to the three months
        ended March 31, 2007. The Company’s former executives held a significant
        number of stock options which were no longer being amortized in
        2008.
  **OTHER
        INCOME (EXPENSE)**
  Other
        income for the three months ended March 31, 2008 was $(67,476) compared to
        $1,745,616 for the three months ended March 31, 2007. The decrease in other
        income is primarily due to decrease in the change in fair market value of
        derivatives from $1,865,372 to $(408) for the three months ended March 31,
        2008.
  **NET
        INCOME**
  Net
        Income for the three months ended March 31, 2008 was $(729,917) compared to
        $435,154 for the three months ended March 31, 2007 due to the reasons set
        forth above.
  **BASIC
        AND DILUTED INCOME PER SHARE**
  Our
        basic
        and diluted net income per share for the three months ended March 31, 2008
        and March 31, 2007 was $(0.02) and $(0.01), respectively.
  **LIQUIDITY
        AND CAPITAL RESOURCES**
  As
        of
        March 31, 2008, our current assets were $3,569,379 and current liabilities
        were $6,567,187. Cash and cash equivalents were $1,835. Our stockholders’
deficit at March 31, 2008 was ($41,464,322). We had a net usage of cash
        from operating activities for the three months ended March 31, 2008 and 2007
        of
        ($294,000) and ($2,283,002), respectively. We had a net usage of cash from
        investing activities for the three months ended March 31, 2008 and 2007 of
        $0 and $0, respectively. We had net cash provided by financing activities
        of
        $294,000 and $1,102,576 for the three months ended March 31, 2008 and 2007,
        respectively.
  Historically,
        we have operated from a cash flow deficit funded by outside debt and equity
        capital raised including funds provided by Dutchess and Preston Capital
        Partners, Inc. without the continued availability of external funding, we
        would
        have to materially curtail our operations and plans for expansion. Our plan
        to
        continue operations in relation to our going concern opinion is to continue
        to
        secure additional equity or debt capital although there can be no guarantee
        that
        we will be successful in our efforts.
  12
 
 **FINANCING
        ACTIVITIES**
 
 On
        January 7, 2008, January 30, 2008 and March 20, 2008, Siena issued Dutchess
        promissory notes in the face amount of $126,000, $120,000 and $120,000 for
        gross
        proceeds of $105,000, $100,000 and $100,000. The promissory notes bear interest
        at 12% per annum and mature on March 19, 2008, July 20, 2008 and September
        20,
        2008.
 
 In
        the
        event of a default on the promissory notes issued by the Company in 2008
        and for
        those promissory notes issued in 2007, the holder has the right to declare
        the
        full and unpaid balance of the new note due and payable, and enforce each
        of its
        rights to convert the promissory notes into the Company's common stock at
        a
        discounted rate.
  **MATERIAL
        TRENDS AND UNCERTAINTIES**
 
 The
        Company expects to become a shell company once the divestive of Kelley is
        completed and has ceased operations at Kelley. Should
        our cash flow shortfalls continue, and should we be unsuccessful in raising
        capital, it will have an adverse impact on our relationships with our vendors
        and may impact our ability to service our clients and deliver our projects
        on
        time and on budget, which 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 and we will then seek to scale back operations,
        including reductions in head count and other general and administrative
        expenses, which may have a detrimental impact on our ability to continue
        as a
        going concern.
 
 Additionally,
        if our fundraising efforts are unsuccessful, we may default under the terms
        of
        all of our loan agreements. If we default under the terms of our loan agreements
        with Dutchess, James Michael Kelley or Robert Unger, the other party to such
        agreement has the right to reinstate the previous terms of our loans with
        that
        party prior to the debt restructuring. Therefore, if we default under the
        terms
        of our Debt Restructuring agreements with Dutchess, James Michael Kelley
        or
        Robert Unger, the 5,954,000 warrants that were cancelled will 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 cancelled an aggregate of $7,675,000 face
        amount of convertible debentures that had been issued to Dutchess and Preston.
        If we default under the terms of these Debt Restructuring agreements, the
        other
        party to such agreement has the right to reinstate the terms of our loans
        with
        that party prior to the Debt Restructuring. Therefore, if we default under
        our
        Debt Restructuring agreements with Dutchess or Preston, the convertible
        debentures could be reissued, which could create substantial dilution to
        our
        shareholders.
  It
        is our
        intention to continue to focus our sales and marketing efforts on our core
        competencies in the design and build of low voltage systems and deploy our
        expertise in hi-end design, build and project management for our hotel and
        casino customers, our high rise MDU customers as well as other commercial
        and
        residential buildings that are using “smart building technologies” similar to
        those that we provide. In addition, we will continue to focus our sales efforts
        on exploiting our exclusive rights to sell TechciergeTM, a building amenity and
        management software and our reseller rights to sell building security hardware
        and software to building owners, developers and management companies. However,
        there can be no assurance that we will be successful in our sales efforts,
        nor
        can there be any assurance given that even if we are successful in attracting
        new customers, that we will be able to finance our short term capital needs or
        that we will be able to deliver our services with sufficient gross margins
        and
        profits.
 
 **SUBSIDIARIES**
 
 As
        of
        March 31, 2008, we had three wholly-owned subsidiaries, Kelley
        Communication Company, Inc., Com Services, Inc. and Network Installation
        Corporation, all of which have been discontinued.
  **ITEM
        3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
        RISK**
 
 Not
        applicable
 
 **ITEM
        4. CONTROLS AND PROCEDURES.**
 
 As
        of
        May 15, 2008, management, including the Interim Chief Executive Officer,
        conducted an evaluation of disclosure controls and procedures (as defined
        in
        Exchange Act Rule 13a-15 (e)) pursuant to Exchange Act Rules 13a-14 and
        13a-15 as of the end of the period covered by this report. Based on that
        evaluation, the Chief Executive Officer and Chief Financial Officer have
        concluded that such disclosure controls and procedures are effective. During
        the
        three months ended March 31, 2008, there have been no changes in internal
        controls, or in factors that have materially affected, or are reasonably
        likely
        to materially affect, the Company’s internal controls over financial
        reporting.
  13
 
 **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 willhave a material impact on our financial
        statements.
 
 **ITEM
        2. UNREGISTERED SALES OF EQUITY 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.**
 
 **Exhibits.****No.**
              
              **Description**31.1
              
              Certification
                  of the Chief Executive Officer pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002, filed herewith.31.2
              
              Certification
                  of the Chief Financial 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.
  14
 **Table
          of Contents**
 
 **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:
                  May 15, 2008
              By:
              
              /s/
                  Anthony DeliseAnthony
                    Delise
                  Interim
                    Chief Executive Officer