UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
DC 20549





FORM
10-Q





oQUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





For
the quarterly period ended March 31, 2010





oTRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





For the
transition period from ______ to ______





Commission
file number 333-148883





SPECTRUMDNA,
INC.


(Exact
name of Registrant as Specified in its Charter)





Delaware
            20-4880377(State
      or other jurisdiction
            (IRS
      Employerof
      incorporation or organization)
            Identification
      No.)1700
      Park Avenue, Suite 2020P.O.
      Box 682798Park
      City, Utah
            84068(Address
      of principal executive offices)
            (Zip
      Code)





(435) 658-1349


(Registrant’s
Telephone Number, Including Area Code)





Not
applicable


(Former
Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)







Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes oNo  x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act.


Yes oNo  x





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


Yes xNo o





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).


Yes oNo o





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




Large
      accelerated filer
            o
            Accelerated
      filer
            oNon-accelerated
      filer
            o
            Smaller
      reporting company
            x





Indicate
by check mark whether the registrant is a shell company (as defined by Rule
12b-2 of the Exchange Act).


Yes oNo x




State the
number of shares outstanding of each of the Issuer’s classes of common stock, as
of the latest practicable date: $0.001 par value per share: 69,058,237
outstanding as of May 14, 2010.












SPECTRUMDNA,
INC.





TABLE
OF CONTENTS





PagePART
      I - FINANCIAL INFORMATIONItem
      1.
            Financial
      Statements.
            
            2Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations.
            
            16Item
      3.
            Quantitative
      and Qualitative Disclosures About Market Risk.
            
            22Item
      4T.
            Controls
      and Procedures.
            
            22PART
      II - OTHER INFORMATIONItem
      1.
            Legal
      Proceedings.
            
            24Item
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds.
            
            24Item
      3.
            Default
      upon Senior Securities.
            
            24Item
      4.
            Submission
      of Matters to a Vote of Security Holders.
            
            24Item
      5.
            Other
      Information.
            
            24Item
      6.
            Exhibits.
            
            24SIGNATURES
            
            25





1





PART
I - FINANCIAL INFORMATION





Item 1.  Financial
Statements.





SPECTRUMDNA,
INC.





Index
to Consolidated Financial Statements


For
The Three Month Period Ended March 31, 2010





PageConsolidated
      Balance Sheets
            
            
            3Consolidated
      Statements of Operations
            
            
            4Consolidated
      Statements of Stockholders’ Equity (Deficit)
            
            
            5Consolidated
      Statements of Cash Flows
            
            
            6Notes
      to Financial Statements
            
            
            8





2




SpectrumDNA,
Inc.
 Consolidated
Balance Sheets
 
 March
      31,
              
              
              December
      31,2010
              
              
              2009ASSETS
              
              (unaudited)CURRENT
      ASSETSCash
              
              $
              856,282
              
              
              $
              10,303Accounts
      receivable, net
              
              
              1,000
              
              
              
              6,750Prepaid
      expenses
              
              
              29,599
              
              
              
              18,272Total
      Current Assets
              
              
              886,881
              
              
              
              35,325PROPERTY
      AND EQUIPMENT, NET
              
              
              9,659
              
              
              
              6,643OTHER
      ASSETSDomain
      names, net
              
              
              2,152
              
              
              
              2,542Product
      development, net
              
              
              1,570
              
              
              
              2,583Security
      deposit
              
              
              5,000
              
              
              
              5,000Total
      Other Assets
              
              
              8,722
              
              
              
              10,125TOTAL
      ASSETS
              
              $
              905,262
              
              
              $
              52,093LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable
              
              $
              70,399
              
              
              $
              152,019Accounts
      payable - related parties
              
              
              2,136
              
              
              
              10,112Accrued
      expenses
              
              
              79,533
              
              
              
              166,526Interest
      payable
              
              
              -
              
              
              
              8,723Debt
      conversion payable
              
              
              -
              
              
              
              43,834Convertible
      promissory notes, net
              
              
              -
              
              
              
              49,611Convertible
      promissory notes - related parties, net
              
              
              -
              
              
              
              8,017Notes
      payable
              
              
              12,035
              
              
              
              19,150Total
      Current Liabilities
              
              
              164,103
              
              
              
              457,992Total
      Liabilities
              
              
              164,103
              
              
              
              457,992COMMITMENTS
              
              
              -
              
              
              
              -STOCKHOLDERS'
      EQUITY (DEFICIT)Preferred
      stock, $0.001 par value, 10,000,000 shares authorized, -0- shares issued
      and outstanding
              
              
              -
              
              
              
              -Common
      stock, $0.001 par value, 250,000,000 shares authorized, 69,058,237 and
      52,747,237 shares issued and outstanding, respectively
              
              
              69,059
              
              
              
              52,748Prepaid
      consulting services
              
              
              (558,777
              )
              
              
              (544,444
              )Additional
      paid-in capital
              
              
              11,820,914
              
              
              
              7,212,527Accumulated
      deficit
              
              
              (10,590,037
              )
              
              
              (7,126,730
              )Total
      Stockholders' Equity (Deficit)
              
              
              741,159
              
              
              
              (405,899
              )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
              
              $
              905,262
              
              
              $
              52,093
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
  3
 SpectrumDNA,
Inc.
 Consolidated
Statements of Operations
 (unaudited)
 
 For
      the Three Months Ended
                
                
                For
      the Three Months EndedMarch
      31,
                
                
                March
      31,2010
                
                
                2009REVENUES,
      net
                
                $
                26,000
                
                
                $
                22,030COST
      OF SALES, net
                
                
                1,402
                
                
                
                23,026GROSS
      PROFIT (LOSS)
                
                
                24,598
                
                
                
                (996
                )OPERATING
      EXPENSESGeneral
      and administrative
                
                
                207,871
                
                
                
                102,526Salaries
      and wages
                
                
                389,547
                
                
                
                492,707Product
      development expenses
                
                
                11,498
                
                
                
                22,608Depreciation
      expense
                
                
                1,410
                
                
                
                1,905Financing
      costs
                
                
                2,876,803
                
                
                
                -Total
      Operating Expenses
                
                
                3,487,129
                
                
                
                619,746OPERATING
      (LOSS)
                
                
                (3,462,531
                )
                
                
                (620,742
                )OTHER
      INCOME (EXPENSES)Interest
      income
                
                
                360
                
                
                
                1,669Interest
      expense
                
                
                (2,839
                )
                
                
                -Interest
      expense - beneficial conversion feature
                
                
                (28,397
                )
                
                
                -Gain on conversion of
      convertible promissory notes
                
                
                25,000
                
                
                
                -Other
      income
                
                
                5,100
                
                
                
                -Total
      Other Income (Expenses)
                
                
                (776
                )
                
                
                1,669NET
      INCOME / (LOSS) BEFORE INCOME TAXES
                
                
                (3,463,307
                )
                
                
                (619,073
                )INCOME
      TAX EXPENSE
                
                
                -
                
                
                
                -NET
      INCOME / (LOSS)
                
                $
                (3,463,307
                )
                
                $
                (619,073
                )BASIC
      AND FULLY DILUTED INCOME / (LOSS) PER SHARE
                
                $
                (0.05
                )
                
                $
                (0.01
                )WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING
                
                
                63,963,670
                
                
                
                48,747,153
  The
accompanying notes are an integral part of these consolidated financial
statements.
 
 4
 SpectrumDNA,
Inc.
 Consolidated
Statements of Stockholders' Equity (Deficit)
 For
the period January 1, 2008 through March 31, 2010
 
 Preferred
      Stock
                  
                  
                  Common
      Stock
                  
                  
                  Additional
                    Paid-In
                  
                  
                  Accumulated
                  
                  
                  Prepaid
                    Equity
                  
                  
                  Total
                    Stockholders'
                    EquityShares
                  
                  
                  Amount
                  
                  
                  Shares
                  
                  
                  Amount
                  
                  
                  Capital
                  
                  
                  Deficit
                  
                  
                  Expenses
                  
                  
                  (Deficit)Balance,
      January 1, 2008
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  
                  48,626,667
                  
                  
                  $
                  48,627
                  
                  
                  $
                  4,068,731
                  
                  
                  $
                  (2,134,627
                  )
                  
                  $
                  -
                  
                  
                  $
                  1,982,731Common
      shares issued for services at an average of $0.37 per
share
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  112,991
                  
                  
                  
                  113
                  
                  
                  
                  42,095
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  42,208Compensation
      expense associated with stock options and warrants
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,198,406
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,198,406Net
      income / (loss) for the year ended December 31, 2008
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (2,558,631
                  )
                  
                  
                  -
                  
                  
                  
                  (2,558,631
                  )Balance,
      December 31, 2008
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  48,739,658
                  
                  
                  
                  48,740
                  
                  
                  
                  5,309,232
                  
                  
                  
                  (4,693,258
                  )
                  
                  
                  -
                  
                  
                  
                  664,714Common
      shares issued for services at an average of $0.55 per
share
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  7,579
                  
                  
                  
                  8
                  
                  
                  
                  4,159
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  4,167Common
      shares issued for pre-paid services at an average of $0.14 per
      share
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  4,000,000
                  
                  
                  
                  4,000
                  
                  
                  
                  556,000
                  
                  
                  
                  -
                  
                  
                  
                  (560,000
                  )
                  
                  
                  -Compensation
      expense associated with stock options and warrants
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,282,111
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,282,111Amortization
      of prepaid consulting services
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  15,556
                  
                  
                  
                  15,556Value
      attributable to benefical conversion features and related warrant
      valuation
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  61,025
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  61,025Net
      income / (loss) for the year ended December 31, 2009
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (2,433,472
                  )
                  
                  
                  -
                  
                  
                  
                  (2,433,472
                  )Balance,
      December 31, 2009
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  
                  52,747,237
                  
                  
                  $
                  52,748
                  
                  
                  $
                  7,212,527
                  
                  
                  $
                  (7,126,730
                  )
                  
                  $
                  (544,444
                  )
                  
                  $
                  (405,899
                  )Common
      shares issued for cash at $0.10 per share, net of issuance
      costs
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  15,150,000
                  
                  
                  
                  15,150
                  
                  
                  
                  1,365,701
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,380,851Financing
      costs associated with stock warrants granted
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  2,876,803
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  2,876,803Common
      shares issued for conversion of convertible promissory notes at $0.10 per
      share
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  661,000
                  
                  
                  
                  661
                  
                  
                  
                  65,439
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  66,100Common
      shares issued for pre-paid services at an average of $0.14 per
      share
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  500,000
                  
                  
                  
                  500
                  
                  
                  
                  68,500
                  
                  
                  
                  -
                  
                  
                  
                  (69,000
                  )
                  
                  
                  -Compensation
      expense associated with stock options and warrants
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  231,944
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  231,944Amortization
      of prepaid consulting services
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  54,667
                  
                  
                  
                  54,667Net
      income / (loss) for the quarter ended March 31, 2010
      (unaudited)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (3,463,307
                  )
                  
                  
                  -
                  
                  
                  
                  (3,463,307
                  )Balance,
      March 31, 2010 (unaudited)
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  
                  69,058,237
                  
                  
                  $
                  69,059
                  
                  
                  $
                  11,820,914
                  
                  
                  $
                  (10,590,037
                  )
                  
                  $
                  (558,777
                  )
                  
                  $
                  741,159
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
 
 5
 
 SpectrumDNA,
Inc.
 Consolidated
Statements of Cash Flows
 (unaudited)
 
 For
      the Three Months Ended
                    
                    
                    For
      the Three Months EndedMarch
      31,
                    
                    
                    March
      31,2010
                    
                    
                    2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      income / (loss)
                    
                    $
                    (3,463,307
                    )
                    
                    $
                    (619,073
                    )Adjustments
      to reconcile net loss to net used by operating activities:Depreciation
      and amortization
                    
                    
                    2,811
                    
                    
                    
                    24,932Stock
      options and warrants granted for services rendered
                    
                    
                    231,944
                    
                    
                    
                    335,594Financing
      costs associated with stock warrants granted
                    
                    
                    2,876,803
                    
                    
                    
                    -Common
      stock issued for services rendered
                    
                    
                    -
                    
                    
                    
                    4,166Prepaid
      consulting services
                    
                    
                    54,667
                    
                    
                    
                    -Accretion
      of remaining discount on convertible promissory notes
                    
                    
                    28,397
                    
                    
                    
                    -Gain
      on conversion of convertible promissory notes
                    
                    
                    (25,000)
                    
                    
                    
                    -Changes
      in operating assets and liabilitiesDecrease
      in accounts receivable
                    
                    
                    5,750
                    
                    
                    
                    2,970(Increase)
      / decrease in prepaid expenses
                    
                    
                    (11,327
                    )
                    
                    
                    24,455Increase
      / (decrease) in accounts payable and accrued
      expenses
                    
                    
                    (179,210
                    )
                    
                    
                    8,759Net
      Cash (Used) in Operating Activities
                    
                    
                    (478,472
                    )
                    
                    
                    (218,197
                    )CASH
      FLOWS FROM INVESTING ACTIVITIESCash
      paid for fixed assets
                    
                    
                    (4,425
                    )
                    
                    
                    (3,510
                    )Net
      Cash (Used) in Investing Activities
                    
                    
                    (4,425
                    )
                    
                    
                    (3,510
                    )CASH
      FLOWS FROM FINANCING ACTIVITIESCash
      received from issuance of common stock
                    
                    
                    1,380,850
                    
                    
                    
                    -Payments
      made on notes payable
                    
                    
                    (7,115
                    )
                    
                    
                    -Cash
      paid for repayment of convertible promissory note
                    
                    
                    (44,859
                    )
                    
                    
                    -Net
      Cash Provided by Financing Activities
                    
                    
                    1,328,876
                    
                    
                    
                    -NET
      INCREASE / (DECREASE) IN CASH
                    
                    
                    845,979
                    
                    
                    
                    (221,707
                    )CASH
      AT BEGINNING OF PERIOD
                    
                    
                    10,303
                    
                    
                    
                    548,499CASH
      AT END OF PERIOD
                    
                    $
                    856,282
                    
                    
                    $
                    326,792
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
  6
 SpectrumDNA,
Inc.
 Consolidated
Statements of Cash Flows (Continued)
 (unaudited)
 
 For
      the Three Months Ended
                    
                    
                    For
      the Three Months EndedMarch
      31,
                    
                    
                    March
      31,2010
                    
                    
                    2009SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATION:CASH
      PAID FOR:Interest
                    
                    $
                    4,981
                    
                    
                    $
                    -Income
      Taxes
                    
                    $
                    -
                    
                    
                    $
                    -NON-CASH
      FINANCING ACTIVITIES:Common
      stock issued for services
                    
                    $
                    -
                    
                    
                    $
                    4,167Stock
      options and warrants grantedfor
      services rendered
                    
                    $
                    231,944
                    
                    
                    $
                    335,594Common
      stock issued for prepaid consulting services
                    
                    $
                    69,000
                    
                    
                    $
                    -Stock
      warrants granted for transaction costs
                    
                    $
                    2,876,803
                    
                    
                    $
                    -Common
      stock issued for payment of convertible promissory note &
      interest
                    
                    $
                    66,100
                    
                    
                    $
                    -
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
  7


SPECTRUMDNA,
INC.


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





NOTE 1 -
BASIS OF PRESENTATION AND USE OF ESTIMATES





The
interim financial statements of SpectrumDNA, Inc. (“we,” “us,” “our,” “Spectrum”
or the “Company”) are unaudited and contain all adjustments (consisting
primarily of normal recurring accruals) necessary for a fair statement of the
results for the interim periods presented. Results for interim periods are not
necessarily indicative of results to be expected for a full year or for
previously reported periods due in part, but not limited to, the timing of
acquisitions, product demand, market competition, and our ability to obtain
additional capital. You should read these condensed consolidated unaudited
interim financial statements in conjunction with the audited consolidated
financial statements and notes thereto included in Spectrum’s Annual Report on
Form 10-K for the year ended December 31, 2009.





NOTE 2-
NET INCOME (LOSS) PER SHARE OF COMMON STOCK





The
Company computes net income (loss) per share of common stock in accordance with
FASB ASC 260, “Earnings
per Share” (“ASC
260”). Under the provisions of ASC 260, basic net income (loss) per share is
computed using the weighted average number of common shares outstanding during
the period.  Diluted net income (loss) per share is computed using the
weighted average number of common shares and, if dilutive, potential common
shares outstanding during the period.  Potential common shares consist
of the incremental common shares issuable upon the exercise of stock options and
warrants.  The dilutive effect of these instruments is reflected in
diluted earnings per share by application of the treasury stock
method.  As of March 31, 2010 and 2009, the number of shares
underlying these instruments are as follows:




2010
              
              
              2009Shares
      of common stock underlying stock options
              
              
              15,264,551
              
              
              
              14,852,179Shares
      of common stock underlying warrants
              
              
              18,208,586
              
              
              
              -Total
      shares
              
              
              33,473,137
              
              
              
              14,852,179


For the
interim periods ended March 31, 2010 and 2009, potential common shares of
33,473,137 and 14,852,179 resulting from the aforementioned instruments,
respectively, were considered but not included in the calculation of diluted
income (loss) per share as their effect would be anti-dilutive.





2010
              
              
              2009Basic
      and Fully Diluted earnings per share:Loss
      (numerator)
              
              $
              (3,463,307
              )
              
              $
              (619,073
              )Weighted
      average number of shares outstanding-basic and diluted
      (denominator)
              
              
              63,963,670
              
              
              
              48,747,153Per
      share amount
              
              $
              (0.05
              )
              
              $
              (0.01
              )
  8





SPECTRUMDNA,
INC.


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





NOTE 3-
SHARE BASED PAYMENT





The
Company follows the provisions of FASB ASC 718, “Stock Compensation” (“ASC
718”) which requires the grant-date fair value of all share-based payment awards
that are expected to vest, including employee share options, to be recognized as
employee compensation expense over the requisite service period.





During
the three month periods ended March 31, 2010 and 2009, the Company recorded
$231,944 and $335,594, respectively, in compensation expense related to
share-based payment awards. The Company recognizes compensation expense for
share-based payment awards on the straight-line basis over the requisite service
period of the entire award, unless the awards are subject to market conditions,
in which case the Company recognizes compensation expense over the requisite
service period of each separate vesting installment. Compensation expense
related to share-based payment awards  has been recorded in general
and administrative expense for non-employees and in salaries and wages for
employees.  During the three month periods ended March 31, 2010 and
2009, the Company recorded $136,027 and $212,063, respectively, in compensation
expense related to shared-based payments awards for employees. The fair value of
each option or warrant award is estimated on the date of the grant using the
Black-Scholes pricing model that uses the assumptions noted in the following
table. The expected term of the options or warrants granted represents the
period of time that options or warrants granted are expected to be outstanding.
Expected volatilities are based on historical volatility of the stock of the
Company and other factors. The risk-free interest rate for the period matching
the expected term of the option or warrant is based on the U.S. Treasury yield
curve in effect at the time of the grant.





Common
Stock Options





The
following table sets forth information about the weighted-average fair value of
options granted during the quarters ended March 31, 2010 and 2009 and the
assumptions used for such grants:





2010
              
              
              2009Dividend
      yields
              
              0.0%
              
              
              0.0%Expected
      volatility
              
              173.0%
      - 176.0%
              
              
              188.7%Risk-free
      interest rate
              
              3.68%
      - 3.85%
              
              
              2.91%Option
      terms
              
              1 -
      4 years
              
              
              4
      years
  9





SPECTRUMDNA,
INC.


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





NOTE 3-
SHARE BASED PAYMENT (CONTINUED)





Common Stock
Options  (Continued)





Changes
in stock options issued to employees, advisors, and board members for the
periods ended March 31, 2010, December 31, 2009, and December 31, 2008 are as
follows:




Number
      Of
                  Options
                
                
                Weighted
                  Average
                  ExercisePriceOutstanding,
      January 1, 2008
                
                
                8,410,180
                
                
                $
                0.35Granted
                
                
                5,260,000
                
                
                
                0.54Exercised
                
                
                -
                
                
                
                -Cancelled
                
                
                (3,655,080
                )
                
                
                0.50Outstanding,
      December 31, 2008
                
                
                10,015,100
                
                
                $
                0.45Exercisable,
      December 31, 2008
                
                
                4,094,614
                
                
                $
                0.38Outstanding,
      December 31, 2008
                
                
                10,015,100
                
                
                $
                0.45Granted
                
                
                7,550,100
                
                
                
                0.13Exercised
                
                
                -
                
                
                
                -Cancelled
                
                
                (3,303,125
                )
                
                
                0.35Outstanding,
      December 31, 2009
                
                
                14,262,075
                
                
                $
                0.30Exercisable,
      December 31, 2009
                
                
                8,066,743
                
                
                $
                0.35Outstanding,
      December 31, 2009
                
                
                14,262,075
                
                
                $
                0.30Granted
                
                
                2,750,000
                
                
                
                0.16Exercised
                
                
                -
                
                
                
                -Cancelled
                
                
                (1,747,524
                )
                
                
                0.19Outstanding,
      March 31, 2010 (unaudited)
                
                
                15,264,551
                
                
                $
                0.29Exercisable,
      March 31, 2010 (unaudited)
                
                
                8,141,284
                
                
                $
                0.35


10





SPECTRUMDNA,
INC.


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





NOTE 3-
SHARE BASED PAYMENT (CONTINUED)





Common Stock
Options  (Continued)





The
following table summarizes information about stock options granted to employees,
advisors, and board members at March 31, 2010:




Options Outstanding
            
            
            Options ExercisableRange
      of
              Exercise
      Prices
            
            
            Number
      of Options
            
            
            Weighted
      Average Exercise Price
            
            
            Weighted
      Average Remaining Contractual Life
              (in years)
            
            
            Number
      of Options
            
            
            Weighted
      Average Exercise Price
            
            
            Weighted
      Average Remaining Contractual Life
              (in years)$
            0.04
            
            
            
            1,620,000
            
            
            $
            0.04
            
            
            
            6.59
            
            
            
            1,620,000
            
            
            $
            0.04
            
            
            
            6.590.50
            
            
            
            2,690,716
            
            
            
            0.50
            
            
            
            7.39
            
            
            
            2,230.269
            
            
            
            0.50
            
            
            
            7.370.55
            
            
            
            1,870,000
            
            
            
            0.55
            
            
            
            8.25
            
            
            
            1,755,417
            
            
            
            0.55
            
            
            
            8.250.56
            
            
            
            1,020,000
            
            
            
            0.56
            
            
            
            8.34
            
            
            
            436,667
            
            
            
            0.56
            
            
            
            8.340.46
            
            
            
            400,000
            
            
            
            0.46
            
            
            
            8.51
            
            
            
            400,000
            
            
            
            0.46
            
            
            
            8.510.21
            
            
            
            20,000
            
            
            
            0.21
            
            
            
            8.05
            
            
            
            20,000
            
            
            
            0.21
            
            
            
            8.050.11
            
            
            
            3,193,834
            
            
            
            0.11
            
            
            
            8.93
            
            
            
            947,843
            
            
            
            0.11
            
            
            
            8.930.17
            
            
            
            1,000,000
            
            
            
            0.17
            
            
            
            9.04
            
            
            
            239,583
            
            
            
            0.17
            
            
            
            9.040.34
            
            
            
            250,000
            
            
            
            0.34
            
            
            
            9.19
            
            
            
            104,167
            
            
            
            0.34
            
            
            
            9.190.33
            
            
            
            200,000
            
            
            
            0.33
            
            
            
            9.24
            
            
            
            154,167
            
            
            
            0.33
            
            
            
            9.240.19
            
            
            
            250,000
            
            
            
            0.19
            
            
            
            9.54
            
            
            
            28,646
            
            
            
            0.19
            
            
            
            9.540.15
            
            
            
            750,000
            
            
            
            0.15
            
            
            
            9.78
            
            
            
            42,969
            
            
            
            0.15
            
            
            
            9.780.16
            
            
            
            1,000,000
            
            
            
            0.16
            
            
            
            9.80
            
            
            
            52,083
            
            
            
            0.16
            
            
            
            9.800.20
            
            
            
            500,000
            
            
            
            0.20
            
            
            
            9.80
            
            
            
            104,167
            
            
            
            0.20
            
            
            
            9.800.14
            
            
            
            500,000
            
            
            
            0.14
            
            
            
            9.97
            
            
            
            5,208
            
            
            
            0.14
            
            
            
            9.9715,264,551
            
            
            $
            0.29
            
            
            
            8.46
            
            
            
            8,141,284
            
            
            $
            0.35
            
            
            
            7.87





As of
March 31, 2010, the aggregate intrinsic value of the options outstanding and
exercisable was $102,060 and $102,060, respectively.  As of March 31,
2009, the aggregate intrinsic value of the options outstanding and exercisable
was $715,868 and $209,415.  The weighted-average grant-date fair value
of options granted for the periods ended March 31, 2010 and 2009 was $0.17 and
$0.10, respectively.  The total fair value of shares vested during the
three months ended March 31, 2010 and 2009 was $91,058 and $176,721,
respectively.




11


SPECTRUMDNA,
INC.


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





NOTE 3 –
SHARE BASED PAYMENT (CONTINUED)





Warrants





In
connection with the Bridge Financing and Private Offering discussed in Note 6
below, the Company granted warrants to purchase the Company’s common stock to
the investors in each offering.  The warrants have an exercise price
of $0.25, vest upon grant, and are exercisable for a period of five
years.





The
following table sets forth information about the weighted-average fair value of
warrants issued during the three months ended March 31, 2010 and the assumptions
used for such grants.  No warrants were issued in the comparable
period of 2009:




2010Dividend
      yields
            0.0%Expected
      volatility
            173.0%
      - 175.0%Risk-free
      interest rate
            2.26%
      - 2.44%Warrant
      term
            5
      years





Changes
in warrants issued to investors for the periods ended March 31, 2010, and
December 31, 2009 are as follows:




Number Of
              Warrants
            
            
            Weighted Average
              Exercise PriceOutstanding,
      January1, 2009
            
            
            -
            
            
            $
            0Granted
            
            
            1,048,586
            
            
            
            0.25Exercised
            
            
            -
            
            
            
            -Cancelled
            
            
            -
            
            
            
            -Outstanding,
      December 31, 2009
            
            
            1,048,586
            
            
            $
            0.25Exercisable,
      December 31, 2009
            
            
            1,048,586
            
            
            $
            0.25Outstanding,
      December 31, 2009
            
            
            1,048,586
            
            
            $
            0.25Granted
            
            
            17,160,000
            
            
            
            0.24Exercised
            
            
            -
            
            
            
            -Cancelled
            
            
            -
            
            
            
            -Outstanding,
      March 31, 2010
            
            
            18,208,586
            
            
            $
            0.24Exercisable,
      March 31, 2010
            
            
            18,208,586
            
            
            $
            0.24




The
following table summarizes information about stock warrants granted to
employees, investors, and board members  as of March 31, 2010
(unaudited):





Warrants Outstanding
            
            
            Warrants ExercisableRange
      of Exercise Prices
            
            
            Number
      of Warrants
            
            
            Weighted
      Average Exercise Price
            
            
            Weighted
      Average Remaining Contractual Life(in
      years)
            
            
            Number
      of Warrants
            
            
            Weighted
      Average Exercise Price
            
            
            Weighted
      Average Remaining Contractual Life(in
      years)$
            0.25
            
            
            
            1,048,586
            
            
            $
            0.25
            
            
            
            4.62
            
            
            
            1,048,586
            
            
            $
            0.25
            
            
            
            4.62$
            0.25
            
            
            
            16,155,000
            
            
            $
            0.25
            
            
            
            4.83
            
            
            
            16,155,000
            
            
            $
            0.25
            
            
            
            4.83$
            0.10
            
            
            
            1,005,000
            
            
            $
            0.10
            
            
            
            4.80
            
            
            
            1,005,000
            
            
            $
            0.10
            
            
            
            4.8018,208,586
            
            
            $
            0.24
            
            
            
            4.82
            
            
            
            18,208,586
            
            
            $
            0.24
            
            
            
            4.82




12




SPECTRUMDNA,
INC.


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





NOTE 3 –
SHARE BASED PAYMENT (CONTINUED)





Warrants
(Continued)





As of
March 31, 2010, the aggregate intrinsic value of the warrants outstanding and
exercisable was $0 and $0, respectively.  The weighted-average
grant-date fair value of options granted for the periods ended March 31, 2010
was $0.17.  The total fair value of shares vested during 2010 was
$1,716,000.





NOTE 4 –
GOING CONCERN





The
Company’s financial statements have been prepared using accounting principles
generally accepted in the United States of America  applicable to a
going concern, which contemplates the realization of assets and liquidation of
liabilities in the normal course of business.  Accordingly, the
consolidated financial statements do not include any adjustments related to the
recoverability of assets or classification of liabilities that might be
necessary should we be unable to continue as a going concern.  At
March 31, 2010, while the Company’s current assets exceeded its current
liabilities, it has recorded negative cash flows from operations and net losses
in this period and prior fiscal years.  At March 31, 2010, the
Company’s cash balance was $856,282.  The preceding circumstances
combine to raise substantial doubt about the Company’s ability to continue as a
going concern.





NOTE 5 –
CONSULTING AGREEMENT





On July
31, 2009, the Company entered into a Consulting Agreement (the “Agreement”) with
HFP Capital Markets LLC (“HFP”) pursuant to which HFP will provide certain
consulting services to the Company including but not limited to assistance in
securing future investment in the Company, assistance with certain corporate
finance and investment banking activities, assistance with new business
development, sales and marketing opportunities, and such other services as set
forth therein.  The term of the Agreement is three years, although the
Company may terminate upon thirty days written notice for any reason or no
reason at all, but no sooner than six months from the full execution of the
Agreement.  As compensation for these consulting services, the Company
issued to HFP or its designees 4,000,000 shares of the Company’s restricted
common stock which vested and became issuable to HFP or its designees 120 days
from the full execution of the Agreement, or November 28, 2009.  As
such, the shares issued were recorded as prepaid equity expenses since it is a
three year agreement.  The shares were valued at $0.14 per share for a
total prepayment for these fees of $560,000.  At March 31, 2010, a
total amount of $62,223 had been amortized to consulting expense, with the
remaining as prepaid equity expense, to be amortized over the remaining life of
the agreement.





On
January 15, 2010, the Company entered into a one-year consulting agreement for
services rendered.  In full consideration for this agreement, the
Company paid $50,000 to the consultant and issued a total of 500,000 shares of
Common Stock and options to acquire an additional 500,000 shares at $0.20 per
share.  The shares were valued at an average of $0.14 per share for a
total prepayment for these fees of $69,000.  At March 31, 2010, $8,000
had been amortized to consulting expense, with the remaining as prepaid equity
expense, to be amortized over the remaining life of the agreement.




13




SPECTRUMDNA,
INC.


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





NOTE 6 –
PRIVATE FINANCING TRANSACTIONS





During
September 2009, the Company commenced a private offering (“Private Offering”) of
equity securities consisting of shares of common stock and common stock purchase
warrants on a best efforts $1,500,000 minimum and $2,000,000 maximum
basis.  The securities were offered to accredited investors only. The
securities have not been registered under the Securities Act of 1933, as amended
(the “Act”) and were offered in reliance upon the exemption from registration
set forth in Section 4(2) and Regulation D, promulgated under the
Act.  Such securities may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.  On December 8, 2009, the minimum for the offering was
reduced to $1,000,000 and the offering period was extended to January 13,
2010.  During the first quarter of 2010, the offering period was
extended from January 13, 2010 to February 28, 2010 and again until March 15,
2010.





During
the first quarter of 2010, the Company completed three closings of the Private
Offering with a total of 65 accredited investors (the “Purchasers”) for the
issuance and sale of securities of the Company consisting of shares of Common
Stock and common stock purchase warrants (the “Purchase
Warrants”).  Pursuant to the Private Offering, the Company issued
15,150,000 shares of Common Stock and 15,150,000 Purchase
Warrants.  Gross offering proceeds totaled $1,515,000.  Each
of the Purchase Warrants entitles the holder thereof to purchase, at any time
beginning from the final closing through five years thereafter, one share of
Common Stock at a price of $0.25 per share (See Note 3).





In
association with the Private Offering, the Company paid the placement agent
commissions of $100,500 and a non-accountable expense allowance of
$30,150.  In addition, the placement agent and its designees were
issued an aggregate of 1,005,000 placement agent warrants (the “Placement Agent
Warrants”) to purchase up to 1,005,000 warrant units (the “Warrant Units”)
exercisable for five years at an exercise price of $0.10 per Warrant Unit with
each Warrant Unit consisting of one share of Common Stock and one Purchase
Warrant to acquire an additional share of Common Stock(See Note
3).  The aggregate warrants considered outstanding and exercisable
from the warrant units granted is 2,010,000.





On
November 2, 2009, November 12, 2009, and December 14, 2009, and in connection
with a private debt offering (“Bridge Financing”), the Company raised $104,859
from five investors, including the Company’s Chief Executive Officer and Chief
Operating Officer, from the issuance of six Convertible Promissory Notes (the
“Notes”) in the principal amount of $104,859 due three months from issuance
bearing interest at a 90-day rate of 10%.  In connection with such
investments, 1,048,586 common stock purchase warrants were also granted to such
investors (See Note 3).





In
accordance with FASB ASC 470-20-30, the Company used the effective conversion
price based on the proceeds received to compute the intrinsic value of the
embedded conversion option.  The Company allocated the proceeds
received from the Bridge Financing to the convertible instrument and the
detachable warrants included in the exchange on a relative fair value
basis.  The Company then calculated an effective conversion price and
used that price to measure the intrinsic value of the embedded conversion
option.  The Notes may be converted into shares of the Company’s
common stock or cash at any time at the option of the holder.  The
conversion price of the Notes is equal to $0.10 per share of the Company’s
common stock (the “Conversion Price”).  The number of shares
issuable


upon
conversion of the Notes shall be determined by dividing the outstanding
principal amount, together with accrued but unpaid interest, to be converted by
the Conversion Price in effect on the conversion date.





Since the
holder has the option to convert the note to cash, as of December 31, 2009, the
Company recorded a liability for the portion of the note that contained the
conversion option.  Therefore, the six notes resulted in a debt
discount of $104,859, with $43,834 recorded as a debt conversion liability and
$61,025 as the equity component associated with the value of the
warrants.  The debt discount will be accreted over the life of the
respective note or 90 days.  Accretion of the debt discount at
December 31, 2009 was $57,628, which was charged to the Statements of
Operations.




14





SPECTRUMDNA,
INC.


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





NOTE 6 –
PRIVATE FINANCING TRANSACTIONS (CONTINUED)





On
January 11, 2010, two investors converted two Notes into 661,000 shares of the
Company’s common stock resulting from the outstanding principal amount of
$60,000 and accrued interest of $6,100.  On January 22, 2010, two
additional investors, including the Company’s Chief Executive Officer and Chief
Operating Officer, were repaid the interest and principal due on three
Notes for a total of $22,172 in cash resulting from the outstanding principal
amount of $19,859 and accrued interest of $2,314.  Finally on February
10, 2010, one investor was repaid the interest and principal due on one
Note for a total of $27,667 in cash resulting from the principal amount of
$25,000 and accrued interest of $2,667.  Upon conversion of the Notes,
the debt conversion liability of $43,834 was deemed to be relieved by $18,834 in
cash and the remaining $25,000 being deemed a gain on the conversion of
convertible promissory notes. Total accretion for the period was $28,397 and was
charged to the Company’s Statements of Operations.





NOTE 7 –
RELATED PARTY TRANSACTIONS





During
the fourth quarter of 2009, the Chief Executive Officer and the Chief Operating
Officer invested a total of $19,859 in connection with the Bridge Financing as
referenced in Note 6 above.  On January 22, 2010, these
individuals were repaid the interest and principle due on  their three
Notes for a total of $22,172 in cash resulting from the outstanding principal
amount of $19,859 and accrued interest of $2,314.





NOTE 8 –
SUBSEQUENT EVENTS





We have
evaluated all activity of the Company and concluded that no subsequent events
have occurred that would require recognition in the consolidated financial
statements or disclosure in the notes to the consolidated financial statements,
except as disclosed below:





Effective
May 1, 2010, Kelly. A. McCrystal resigned as Chief Operating Officer of the
Company and was immediately appointed to the position of Managing Director of
the Company’s Addictionary product line.




15





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




The
following information should be read in conjunction with the condensed
consolidated financial statements of SpectrumDNA, Inc. and the notes thereto
appearing elsewhere in this report. Statements in this Management’s Discussion
and Analysis of Financial Condition and Results of Operations and elsewhere in
this report that are not statements of historical or current fact constitute
“forward looking statements”.





Our
business and results of operations are affected by a wide variety of factors
which could materially and adversely affect us and our actual results. As a
result of these factors, we may experience material fluctuations in future
operating results on a quarterly or annual basis, which could materially and
adversely affect our business, financial condition, operating results and stock
price.





Projections
and Forward-Looking Statements





When used
in this report, the words “may,” “will,” “expect,” “anticipate,” “continue,”
“estimate,” “intend,” “plans”, and similar expressions are intended to identify
forward-looking statements. Given the early stage of SpectrumDNA, Inc., most of
the statements made herein are forward-looking. Such statements are not
guarantees of future performance and are subject to risks and uncertainties and
actual results may differ materially from those included within the
forward-looking statements as a result of various factors. Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as of the date made. We undertake no obligation to publicly release the
result of any revision of these forward-looking statements to reflect events or
circumstances after the date they are made or to reflect the occurrence of
unanticipated events.





Business.





(a)  Organizational
History




SpectrumDNA,
Inc. was incorporated under the laws of the State of Delaware on January 16,
2008 under the name SpectrumDNA Holdings, Inc. to enable its now wholly-owned
subsidiary, formerly known as SpectrumDNA, Inc. (now known as SpectrumDNA
Studios, Inc.) to implement a holding company organizational
structure.  Effective as of January 22, 2008, we reorganized into a
holding company structure whereby SpectrumDNA, Inc. became a wholly-owned
subsidiary of SpectrumDNA Holdings, Inc. pursuant to an Agreement and Plan of
Merger dated as of January 18, 2008 whereby SpectrumDNA, Inc. changed its name
to SpectrumDNA Studios, Inc. and SpectrumDNA Holdings, Inc. changed its name to
SpectrumDNA, Inc.





SpectrumDNA
Studios, Inc. (formerly SpectrumDNA, Inc.) is a Delaware
corporation.  It was originally incorporated in the State of Utah in
May 2006, and on September 11, 2006 was reorganized as a Delaware corporation as
a result of a merger into a newly formed Delaware corporation incorporated on
September 7, 2006 which took the Utah corporation’s name and became the
surviving entity of the merger. The “DNA” in the corporate name stands for
“digital networked applications.”





Cooshoo,
Inc. is a Delaware corporation (formerly a Utah corporation) which is a
wholly-owned subsidiary of SpectrumDNA Studios, Inc. and owns and operates the
Cooshoo engine which was rebranded and renamed PlanetTagger in
mid-2008.





References
in this document to "us," "we," “Spectrum,” “SpectrumDNA,” “SPXA” or "the
Company" refer to SpectrumDNA, Inc., and its direct and indirect wholly-owned
subsidiaries.





Our
corporate address is 1700 Park Avenue, Suite 2020, P.O. Box 682798, Park City,
Utah 84068.  Our telephone number is (435) 658-1349.  The
Company’s website is http://www.spectrumdna.com.





Organization




Our
Company is presently comprised of SpectrumDNA, Inc., a Delaware corporation,
with two wholly-owned subsidiaries, Cooshoo, Inc. and SpectrumDNA Studios, Inc.,
also Delaware corporations (collectively, the Company or
Spectrum).  We use the trade names “SpectrumDNA, Inc.” or “SpectrumDNA
Studios, Inc.” in our commercial operations.




16





(b)  Business
Overview





General




SpectrumDNA,
Inc. is a social media studio that creates digital networked applications that
are engines of engagement (or “enginets”) for institutions—primarily media
outlets and brand advertisers—seeking to cost-effectively capture specific
audiences (“social nicheworks”) and audience behaviors, and develop
advertiser-safe user-generated and user-marketed content.  Enginets
are branded web and wireless-based network experiences—web apps and mobile apps—
that empower users to take active roles in their community.





Our
product development methodology is based on our Chief Executive Officer James A.
Banister’s book “Word of Mouse: The New Age of Networked Media” (Agate, 2004)
which we believe predicted what The Gartner Group has now measured in its study
measuring demographics of the social media audience and
culture.  Banister distilled his research into a methodology called
“enginetworking,” a process for creating and evolving software applications for
the web and mobile wireless that address all levels of engagement.





Strong
evidence exists that the history of success in online and mobile web is a
history of “capturing behavior” or “providing utility”—searching, dating,
self-expression, shopping, social networking, job-seeking, travel, with many
more behaviors left to capture-and-nurture.  Further, the nature of
social media is such that software applications seeking to capture user behavior
must be evolutionary by-design.  Our team is trained in leading-edge
agile-adaptive techniques that enable us to quickly adapt our engines’
functionality, form and content to actual user-behavior, partner requests and
advertiser/sponsor imperatives.





Current
Products




Enginets
can create new ways to capture-and-nurture audiences and help existing
organizations and online networks improve key audience metrics - drive more
unique users, more frequency of usage by each user, and a deeper, longer
engagement in each user visit.  Our product development strategy is to
develop, incubate and produce enginets based on observed emergent audience
behavior.





Currently,
our active enginets are
as follows:





The
Addictionary




The
Addictionary is a social wordplay engine.  The original strategy for
The Addictionary was to build the product into a singular web destination for
creating, contributing, contesting and sharing lingo/language.  Market
feedback indicated there was a larger opportunity in evolving the engine into a
software-as-a-service (“SaaS”) application that enabled us to instance the
social wordplay engine for multiple existing online communities, as each
affinity group has its own idiosyncratic lingo and social morays (e.g. golfers
vs. pet owners).  We undertook and completed that conversion in the
first quarter of 2008, effectively turning one product into dozens of products
by licensing the Addictionary to companies desiring social media applications to
increase their brands’ awareness and increase engagement of their existing user
base.





This move
pre-dated, and we believe predicted a now rapidly emerging trend in social
media—social  nicheworking—which are
software applications for web and mobile wireless that target specific affinity
groups, either direct-to-consumer or in partnership with traditional media
entities or brand advertisers targeting those affinity groups.





PlanetTagger




PlanetTagger
is a location-enabled integrated social marketing platform offering online
communities a powerful tool which centralizes their social media marketing and
editorial programming and provides the community users with utility to extend
the reach of the community.  The pre-cursor to PlanetTagger, our
now-discontinued cooshoo.com property, was originally intended as a
direct-to-consumer software application—a singular destination aimed at
capturing “missed connections” behavior that was naturally emerging on sites
like craigslist.org.  Similar to our repositioning of The Addictionary, we
re-engineered the cooshoo.com application into a location-enabled services
application and re-branded it PlanetTagger—another example of a SaaS application
that can be offered to any niche community looking to capture and nurture the
behavior of its users around People, Events, Media, or
Locations.  Like The Addictionary, emergence of PlanetTagger as a
software-as-a-service effectively turned one product into dozens of
products




17





New
Products




We
maintain a product development pipeline that is continually re-prioritized based
on commercial opportunity, market feedback and market conditions.  Our
development pipeline is based on our proprietary enginetworking process as well
as other opportunities as they arise.





Sales,
Marketing and Performance




Currently,
mainstream advertising is based primarily on the “impression” model, such as
thirty-second television commercials, print ads and radio spots; but the
emergence of social media enables a new methodology for engaging
audiences.  Advertisers spend billions of dollars every year to create
a “spark” with a target constituency.  Typically these expenditures
take the form of limited-run ad campaigns (e.g. 13-week television ad run), or
fixed-length events (e.g. the Superbowl).  However, when these events
end, the exposure to and engagement with the sponsor’s audience
concludes.  Such campaigns can be characterized as “planting dead
trees.”





With very
little change in existing, and long-standing, advertising industry
methodologies, advertisers can augment their limited-run campaigns thatthey are already doing with
an engine of engagement—an enginet.  This way, the dollars they are
already investing in reaching their desired audience—the “spark”—can be used to
prime an engine that has the potential to create a long-term return on
investment by offering the audience a more engaging social media experience with
potential to grow into a self-perpetuating messaging engine.


Conversely,
traditional media outlets (print, broadcast, online) are in the business of
building assets, and often the foundation of their business models rest on
support from brand advertisers.  But traditional media outlets aren’t
proficient at creating social media experiences, as they are rooted in linear
media— push media instead of conversational media or “pull” media.


In our
sales and marketing strategy, SpectrumDNA has pioneered the business of social
nicheworking—providing white-label social media experiences that media entities
or brand advertisers (or both) can offer to their target affinity
groups.  Instead of launching “yet another web2.0 destination,”
SpectrumDNA partners with institutions already spending the time, money and
effort to engage their target affinity group, providing them with the social
media expertise they lack.





Our first
Addictionary transaction of this type was signed in June 2008 with Comedy
Central.  During the remainder of 2008 and throughout 2009, the
Company licensed the Addictionary to a number of other media companies and
brands including:




·
            NBC
      Universal’s television show The
    Office


·
            E!Online,
      the online presence of E! Entertainment, a Comcast Networks
      Property


·
            Warner
      Bros. distributed syndicated talk show The Ellen DeGeneres
      Show


·
            Dictionary.com,
      an IAC operating unit


·
            The New York Post,News
      Corp’s daily newspaper


·
            FearNet
      Channel, another Comcast Networks Property


·
            Comedy
      Central’s television show Secret
      Girlfriend


·
            G4TV.com,
      the third Comcast Networks Property





The
Addictionary has proved itself very capable of moving the needle on our
partners’ core audience metrics.  For example, the Political
Addictionary doubled average time-on-site for Comedy Central’s Indecision2008
efforts leading up to the election, and approximately 40% of visitors to E!
Online spend twice as much time-on-site because of the Celebrity Addictionary
feature.





The
Addictionary platform continued to evolve based on successes
to-date.  We continued sales efforts targeting IP-based communities
(like The Office, Harry Potter or Star Trek) and subject-matter
communities like golf, gardening, celebrity, local geography (e.g. New York) or
pet ownership.  Sales discussions during the third and into the fourth
quarter have focused on a number of verticals in including parenting, sports,
news, financial news, and food as well as brand marketers and traditional media
outlets looking to engage online audiences around their brands or
properties.





Our
secondary sales focus is on licensing PlanetTagger.  During the second
quarter of 2009, preliminary meetings held prior to the launch of the deployable
PlanetTagger product resulted in our first license sold to UCLA Anderson School
of Management’s Entertainment and Media Management Institute (dba Managing
Enterprises in Entertainment, Media, and Sports).  Launch of the site
occurred in November 2009.




18





During
the third and fourth quarter 2009, PlanetTagger sales efforts remain low-level
due to limited sales and marketing resources.  Despite this, the
Company continued to have sales meetings regarding potential PlanetTagger
installations with a number of companies and institutions within the sports,
music, and pharmaceutical industries as well as various governmental
entities.





During
the first quarter of 2010, the Company sold its second PlanetTagger installation
to the State of Utah’s Utah Science Technology and Research initiative
(USTAR).  USTAR’s PlanetTagger installation, DigitalUproar, launched
in March of 2010 to coincide with USTAR’s PushButton Digital Media Summit hosted
by the State of Utah.





Late in
the fourth quarter of 2009, the Company began to re-focus its efforts on
differentiation, circumventing resource limitations and leveraging its
assets.  That strategy resulted in two additions to strategic
direction and two strategic relationships formed early in 2010:





OptEngage,
a product development and services offering strategy rooted in the currently
exploding “browser apps” marketplace (happening in parallel to the smartphone
apps explosion, albeit much less publicized) and the contextual/semantic web
movement, was introduced.  OptEngage enables clients to deliver
content and utility to their constituency and/or audience anywhere they go on
the web, contextual to what they’re doing, when they’re doing and where they’re
doing it.  For example, we are OptEngaging the PlanetTagger product,
so we can offer it to clients and their users in a “to go” form—via a mobile
app, and via an optengaged browser app (or series of browser apps).





In
January 2010, SpectrumDNA entered into an exclusive license agreement with
Optini, LLC, a Utah based company, to market and sell Optini’s products under
the OptEngage brand to the Company’s existing and future
clients.  Optini offers a suite of services that allows an online
community owner to control their end users’ experience on the web and to collect
metrics data related to the behavior of those users.  The community
owner uses the product suite to personalize and customize its content around the
community member wherever he or she travels on
the web, contextually to where they are, when they are and what they’re
doing.





Also, in
January 2010, the Company partnered with mediaForge, a Salt Lake City based
ecommerce retargeting and personalization provider that allows its clients to
deliver advanced, fully interactive ads geared for personalization and optimized
for engagement.  These personalized ads and widgets listen for
shoppers who have shopped but not bought, and delivers personalized ads and
widgets.  Viewers of such ads are provided with a more personalized
and engaging user experience.  The Company has taken steps to
integrate mediaForge’s products into its own Addictionary widgets to take
advantage of the high engagement we already see and turn it into revenue,
thereby assisting our Addictionary licensees with an incremental method of
monetization and a revenue stream into which they are not currently
tapping.





In
general, as we increase our sales and marketing efforts we anticipate that we
will continue to incur net losses for the foreseeable future.  The
extent of these losses will depend, in part, on the amount of growth in our
revenues from organization adoption, consumer acceptance and use of our products
and the number of relationships we are able to form with advertisers and
marketers to use our enginets.





Employees





As of the
date hereof, the Company has eight (8) full-time employees located in Utah,
Montana, Colorado and California.  This includes one of the
founders, James A. Banister, serving as Chief Executive Officer.  The
remaining employees manage operations, finance, engineering and product
management, market and sell our products and build software and implement
effective quality assurance standards.  It is expected that in the
next 12 months we will seek to employ one or two additional employees to augment
the product development, marketing, business development and sales
efforts.





19





Results
of Operations





For
the Three Months Ended March 31, 2010 Compared to the Three Months Ended March
31, 2010





Revenues
for the three months ended March 31, 2010 were $26,000, compared to $22,030 for
the three months ended March 31, 2009.  This revenue in the current
period resulted from sales relating to the Addictionary and PlanetTagger
enginets.  Cost of sales was $1,402 for the three months ended March
31, 2010, compared to $23,026 for the comparable period of 2009.  Cost
of sales primarily consisted of the amortization of product development
expenses.  As of March 31, 2010, these expenses have been almost fully
amortized hence the significant decrease from the amount recorded for the
quarter ended March 31, 2009.





Total
operating expenses for the quarter ended March, 31 2010 were $3,487,129 compared
to $619,746 for the comparable period of 2009, an increase of
463%.  The increased operating expenses in 2010 resulted primarily
from increases in general and administrative costs ($207,871 in 2010 compared to
$102,526 in 2009) offset by decreases in salaries and wages ($389,547 in 2010
compared to $492,707 in 2009).  The increase in general and
administrative costs resulted from two agreements for consulting services
($104,667 in 2010 and $0 in 2009) (see Note 5). The increase in financing costs
of $2,876,803 resulted from the valuation of the warrants  associated
with the Company’s Private Offering (see Note 6). The decrease in salaries and
wages resulted from a decrease in stock-based compensation.  For the
three months ended March 31, 2010, the Company recognized $231,944 in
compensation expense related to share-based payment awards and $335,594 in the
comparable period of 2009.





We
recognized a net loss of $3,488,307 for the three months ended March 31, 2010
compared to a loss of $619,073 for the three months ended March 31, 2009, a
decrease  of 463%.  This net loss was primarily the result
of the financing costs of $2,876,803 associated with the Company’s Private
Offering (see Note 6). Our basic and diluted net loss per share was $0.05 for
the three months ended March 31, 2010, compared to a net loss per share of $0.01
for the comparable period of 2009.  Excluding the transaction costs,
consulting expenses, non cash stock-based compensation, gain on conversion of
convertible promissory notes and interest expense associated with the Bridge
Financing our loss would have been $246,496 and $279,313 for 2010 and 2009,
respectively.





Liquidity
and Capital Resources





As of
March 31, 2010, we had $856,282 in cash and total liabilities of $164,103. While
our current assets exceeded our current liabilities as of March 31, 2010, we
have recorded negative cash flows from operations in this and prior fiscal
years.  As a result, as of March 31, 2010, management could not be
assured that the Company’s current finances would enable us to implement our
plans and satisfy our estimated financial needs over the next 12
months.





Working
Capital




For the
three months ended March 31, 2010, the Company’s Net Cash Used in Operating
Activities was $478,472 compared to $218,197 for the comparable period in
2009.  The increase in Net Cash Used in Operating Activities between
the two periods resulted from increases in prepaid consulting services and
decreases in accounts payable and accrued expenses.





For the
three months ended March 31, 2010, the Company’s Net Cash Used in Investing
Activities was $4,425 compared to $3,510 for the comparable period in
2009.  This increase in Net Cash Used in Investing Activities between
the two periods resulted from increases in fixed asset purchases.





For the
three months ended March 31, 2010, Net Cash Provided by Financing Activities was
$1,328,876 compared to zero in the prior year period.  This increase
resulted from cash received in association with the Private Offering offset by
cash paid for transaction costs associated with the Private Offering and for the
conversion of certain Notes.





20





Financing




On July
31, 2009, the Company entered into a Consulting Agreement (the “Agreement”) with
HFP Capital Markets LLC (“HFP”) pursuant to which HFP will provide certain
consulting services to the Company including but not limited to assistance in
securing future investment in the Company, assistance with certain corporate
finance and investment banking activities, assistance with new business
development, sales and marketing opportunities, and such other services as set
forth therein.  The term of the Agreement is three years, although the
Company may terminate upon thirty days written notice for any reason or no
reason at all, but no sooner than six months from the full execution of the
Agreement.  As compensation for these consulting services, the Company
issued to HFP or its designees 4,000,000 shares of the Company’s restricted
common stock which vested and became issuable to HFP or its designees 120 days
from the full execution of the Agreement, or November 28, 2009.  As
such, the shares issued were recorded as prepaid consulting services since it is
a three year agreement.  The shares were valued at $0.14 per share for
a total prepayment for these fees of $560,000.  During the three
months ended March 31, 2010, $46,667 had been amortized to consulting expense,
with the remaining as prepaid consulting services, to be amortized over the
remaining life of the agreement.





During
September 2009, the Company commenced a private offering (“Private Offering”) of
equity securities consisting of shares of common stock and common stock purchase
warrants on a best efforts $1,500,000 minimum and $2,000,000 maximum
basis.  The securities were offered to accredited investors only. The
securities have not been registered under the Securities Act of 1933, as amended
(the “Act”) and were offered in reliance upon the exemption from registration
set forth in Section 4(2) and Regulation D, promulgated under the
Act.  Such securities may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.  On December 8, 2009, the minimum for the offering was
reduced to $1,000,000 and the offering period was extended to January 13,
2010.  During the first quarter of 2010, the offering period was
extended from January 13, 2010 to February 28, 2010 and again until March 15,
2010.





During
the first quarter of 2010, the Company completed three closings of the Private
Offering with a total of 65 accredited investors (the “Purchasers”) for the
issuance and sale of securities of the Company consisting of shares of Common
Stock and common stock purchase warrants (the “Purchase
Warrants”).  Pursuant to the Private Offering, the Company issued
15,150,000 shares of Common Stock and 15,150,000 Purchase
Warrants.  Gross offering proceeds totaled $1,515,000.  Each
of the Purchase Warrants entitles the holder thereof to purchase, at any time
beginning from the final closing through five years thereafter, one share of
Common Stock at a price of $0.25 per share (See Note 3).





In
association with the Private Offering, the Company paid the placement agent
commissions of $100,500 and a non-accountable expense allowance of
$30,150.  In addition, the placement agent and its designees were
issued an aggregate of 1,005,000 placement agent warrants (the “Placement Agent
Warrants”) to purchase up to 1,005,000 warrant units (the “Warrant Units”)
exercisable for five years at an exercise price of $0.10 per Warrant Unit with
each Warrant Unit consisting of one share of Common Stock and one Purchase
Warrant (See Note 3).





On
November 2, 2009, November 12, 2009, and December 14, 2009, and in connection
with a private debt offering (“Bridge Financing”), the Company raised $104,859
from five investors, including the Company’s Chief Executive Officer and Chief
Operating Officer, from the issuance of six Convertible Promissory Notes (the
“Notes”) in the principal amount of $104,859 due three months from issuance
bearing interest at a 90-day rate of 10%.  In connection with such
investments, 1,048,586 common stock purchase warrants were also granted to such
investors (See Note 3).





On
January 11. 2010, two investors converted two Notes into 661,000 shares of the
Company’s common stock resulting from the outstanding principal amount of
$60,000 and accrued interest of $6,100.  On January 22, 2010, two
additional investors, including the Company’s Chief Executive Officer and Chief
Operating Officer, were repaid the principal and interest due on three
Notes for a total of $22,172 in cash resulting from the outstanding principal
amount of $19,859 and accrued interest of $2,314.  Finally on February
10, 2010, one investor was repaid the principal and interest due on
one Note for a total of $27,667 in cash resulting from the principal amount of
$25,000 and accrued interest of $2,667.





21





Off-Balance
Sheet Arrangements





We do not
have any off balance sheet arrangements that are reasonably likely to have a
current or future effect on our financial condition, revenues, results of
operations, liquidity or capital expenditures.





Critical
Accounting Policies and Estimates





Our
consolidated financial statements and accompanying notes are prepared in
accordance with generally accepted accounting principles in the United
States.  Preparing financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues, and expenses.  These estimates and assumptions
are affected by management’s application of accounting policies.  Our
critical accounting policies are discussed in our annual report on Form 10-K for
the fiscal year ended December 31, 2009. Certain prior period amounts
have been reclassified in the condensed consolidated financial statements to
conform to the current period presentation.





Recently
Issued Accounting Pronouncements





Please
refer to our annual report on Form 10-K for the fiscal year ended
December 31, 2009.  In January 2010, the Financial Accounting
Standards Board issued amendments to Fair Value Measurements and Disclosures
under ASC Topic 820. Effective for our 2010 financial statements, this guidance
provides for disclosures of significant transfers in and out of Levels 1
and 2. In addition, the guidance clarifies existing disclosure requirements
regarding inputs and valuation techniques as well as the appropriate level of
disaggregation for fair value measurements and disclosures. Effective for our
2011 financial statements, this guidance provides for disclosures of activity on
a gross basis within Level 3 reconciliation.





Impact
of Inflation





We do not
believe that price inflation had a material adverse effect on our financial
condition or results of operations during the periods presented.





Item 3.  Quantitative and
Qualitative Disclosures About Market Risk.





We are a
smaller reporting company as defined by Rule 12b-2 of the Securities Exchange
Act of 1934 and are not required to provide the information under this
item.





Item 4T.  Controls and
Procedures.





Under the
supervision and with the participation of our management, including the
Principal Executive Officer and Principal Financial Officer, we have evaluated
the effectiveness of our disclosure controls and procedures (as defined in Rule
13a-15(e) and Rule 15d-15(e) of the Exchange Act) 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, as of March 31, 2010,
these disclosure controls and procedures were effective to ensure that all
information required to  be disclosed by us in the reports that we
file or submit under the Exchange Act is: (i) recorded, processed, summarized
and reported, within the time periods specified in the Commission’s rule and
forms; and (ii) accumulated and communicated to our management, including our
Chief Executive Officer and Chief Financial Officer, as appropriate to allow
timely decisions regarding required disclosure.




22




Remediation
of Significant Deficiencies in Internal Control Over Financial
Reporting
 
 As
previously disclosed in our past filings with the SEC, management identified
significant deficiencies in our internal control over financial reporting for
the year endedDecember 31, 2009.The significant
deficiencies that the Company previously disclosed related to the following
issues:
  ·
              Incomplete
      recording of beneficial conversion feature associated with the Convertible
      Promissory Notes issued during the fourth quarter of 2009 (See Note 6 to
      the condensed consolidated financial statements included under Part I,
      Item 1) prior to the audit conducted by our principal independent
      accounting firm.
  ·
              Incomplete
      recording of the prepaid consulting services associated with the
      Consulting Agreement fulfilled during the fourth quarter (See Note 5 to
      the condensed consolidated financial statements included under Part I,
      Item 1) prior to the audit conducted by our principal independent
      accounting firm.  While the issuance of the stock certificates
      occurred on January 11, 2010 subsequent to the end of the fiscal year, the
      substance of the agreement was completed prior to December 31,
      2009.
  The Company has designed and
implemented improved processes and controls to ensure that (a) all material
transactions are properly recorded, reviewed and approved and (b) complex
accounting issues are properly evaluated and accounted for in accordance with
GAAP.
 
 Management believes we now have
sufficient individuals that collectively possess a strong background, experience
and expertise related to accounting, SEC reporting and other finance functions.
We now believe that the remediation steps taken in throughout  the
quarter ended March 31, 2010, permitted observation over an appropriate period
of time for us to conclude that our disclosure controls and procedures were
effective as of March 31, 2010 to assure that the information required to be
disclosed by us in the reports that we file or submit under the Exchange Act is
appropriately recorded, processed, summarized and reported within the periods
specified in the SEC's rules.
 
 Notwithstanding
the existence of these past material weaknesses in internal control, we believe
that the consolidated financial statements fairly present, in all material
respects, our condensed consolidated balance sheets as of March 31, 2010 and the
related condensed consolidated statements of operations, and cash flows for the
three months ended March 31, 2010 are in conformity with US
GAAP.




Other
than as described above, there have been no material changes in internal
control over financial reporting that occurred during the fiscal quarter covered
by this report that have materially affected, or are reasonably likely to
materially affect the Company’s internal control over financial
reporting.




23




PART
II - OTHER INFORMATION





Item
1.  Legal Proceedings.





As of the
date of this document, we know of no legal proceedings pending or threatened or
judgments entered against the Company or any of our directors or officers in his
or her capacity as such.





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





During
the quarter ended March 31, 2010, the Company did not have any exercise of
options or warrants generating proceeds to the Company.  During the
quarter ended March 31, 2010, the Company had unregistered sales of equity
securities that generated cash proceeds to the Company.  See Note 6 in
the Notes to the Condensed Financial Statements.





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.





31.1
            Certification
      of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002 (Rules 13a-14 and 15d-14 of the Exchange
  Act)31.2
            Certification
      of Principal Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002 (Rules 13a-14 and 15d-14 of the Exchange
      Act)32.1
            Certification
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.
      1350)





24





SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned thereunto
duly authorized.





SPECTRUMDNA,
      INC.(Registrant)Dated:
      May 17, 2010
            By:
            /s/
      James A. BanisterJames
      A. Banister,President
      and Chief Executive Officer(Principal
      Executive Officer)Dated:
      May 17, 2010
            By:
            /s/
      Rebecca D. HershingerRebecca
      D. Hershinger,Chief
      Financial Officer(Principal
      Financial Officer andPrincipal
      Accounting Officer)




25