UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      DC 20549





**FORM
      10-Q**





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


SECURITIES
      EXCHANGE ACT OF 1934





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





o TRANSITION 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**
            **Pending**(State
                or other jurisdiction
            (I.R.S.
                Employerof
                incorporation or
            Identification
                No.)organization)**1700
                Park Avenue, Suite 2020****P.O.
                Box 682798****Park
                City, Utah**
            **84068**(Address
                of principal
            (Zip
                Code)executive
                offices)





( **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 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 x No 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 o No x





State
      the
      number of shares outstanding of each of the Issuer’s classes of common stock, as
      of the latest practicable date: $.001 par value per share: 48,671,754
      outstanding as of October 24, 2008.










**SPECTRUMDNA,
      INC.**





**TABLE
      OF CONTENTS**





**Page****PART
                I - FINANCIAL INFORMATION**Item
                1.
            Financial
                Statements.
            
            3Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations.
            
            12Item
                3.
            Quantitative
                and Qualitative Disclosures About Market Risk.
            
            16Item
                4T.
            Controls
                and Procedures.
            
            16**PART
                II - OTHER INFORMATION**Item
                1.
            Legal
                Proceedings.
            
            17Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds.
            
            17Item
                3.
            Default
                upon Senior Securities.
            
            17Item
                4.
            Submission
                of Matters to a Vote of Security Holders.
            
            17Item
                5.
            Other
                Information.
            
            17Item
                6.
            Exhibits.
            
            17SIGNATURES
            
            18




2


**PART
      I - FINANCIAL INFORMATION**





Item
      1.  **Financial
      Statements** .





**SPECTRUMDNA,
      INC.**





**Index
      to Consolidated Financial Statements**


**Period
      Ended September 30, 2008**





**Page**Consolidated
                Balance Sheets
            4Consolidated
                Statements of Operations
            5Consolidated
                Statements of Stockholders’ Equity
            6Consolidated
                Statements of Cash Flows
            7Notes
                to Financial Statements
            9




3





**SpectrumDNA,
      Inc.**


(A
      Development Stage Company)


Consolidated
      Balance Sheets




September 30,
            
            December 31,2008
            
            2007(unaudited)ASSETSCURRENT
                ASSETSCash
            
            $
            776,702
            
            $
            1,833,552Accounts
                receivable
            
            
            34,500
            
            
            -Prepaid
                expenses
            
            
            90,151
            
            
            49,154Employee
                advances
            
            
            -
            
            
            1,790Total
                Current Assets
            
            
            901,353
            
            
            1,884,496PROPERTY
                AND EQUIPMENT, NET
            
            
            14,208
            
            
            7,527OTHER
                ASSETSSecurity
                deposit
            
            
            5,000
            
            
            5,000Patents
                and trademarks
            
            
            850
            
            
            4,425Domain
                names
            
            
            4,983
            
            
            1,888Product
                development, net
            
            
            89,994
            
            
            147,407Total
                Other Assets
            
            
            100,827
            
            
            158,720TOTAL
                ASSETS
            
            $
            1,016,388
            
            $
            2,050,743LIABILITIES
                AND STOCKHOLDERS' EQUITYCURRENT
                LIABILITIESAccounts
                payable
            
            $
            76,994
            
            $
            66,981Accrued
                expenses
            
            
            1,031
            
            
            1,031Total
                Current Liabilities
            
            
            78,025
            
            
            68,012Total
                Liabilities
            
            
            78,025
            
            
            68,012COMMITMENTS
            
            
            -
            
            
            -STOCKHOLDERS'
                EQUITYPreferred
                stock, $0.001 par value, 10,000,000 shares authorized, -0- shares
                issued
                and outstanding
            
            
            -
            
            
            -Common
                  stock, $0.001 par value, 100,000,000 shares authorized, authorized,
                  48,671,754 and 48,626,667 shares issued and outstanding,
                  respectively
            
            
            48,672
            
            
            48,627Additional
                paid-in capital
            
            
            4,978,370
            
            
            4,068,731Deficit
                accumulated during the development stage
            
            
            (4,088,679
            )
            
            (2,134,627
            )Total
                Stockholders' Equity
            
            
            938,363
            
            
            1,982,731TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY
            
            $
            1,016,388
            
            $
            2,050,743





The
      accompanying notes are an integral part of these consolidated financial
      statements.


4





**SpectrumDNA,
      Inc.**


(A
      Development Stage Company)


Consolidated
      Statements of Operations


(unaudited)


AccumulatedFrom InceptionFor the Three
              
              For the Three
              
              For the Nine
              
              For the Nine
              
              on May 15,Months Ended
              
              Months Ended
              
              Months Ended
              
              Months Ended
              
              2006 throughSeptember 30,
              
              September 30,
              
              September 30,
              
              September 30,
              
              September 30,2008
              
              2007
              
              2008
              
              2007
              
              2008REVENUES,
                  net
              
              $
              28,590
              
              $
              7,583
              
              $
              49,916
              
              $
              38,381
              
              $
              103,868COST
                  OF SALES, net
              
              
              24,655
              
              
              11,538
              
              
              74,099
              
              
              33,360
              
              
              118,048GROSS
                  PROFIT (LOSS)
              
              
              3,935
              
              
              (3,955
              )
              
              (24,183
              )
              
              5,021
              
              
              (14,180
              )OPERATING
                  EXPENSESGeneral
                  and administrative
              
              
              195,205
              
              
              69,190
              
              
              371,986
              
              
              192,752
              
              
              864,232Salaries
                  and wages
              
              
              465,301
              
              
              309,128
              
              
              1,393,663
              
              
              849,913
              
              
              2,931,163Product
                  development expenses
              
              
              49,120
              
              
              23,407
              
              
              190,827
              
              
              98,909
              
              
              374,144Bad
                  debt expense
              
              
              -
              
              
              -
              
              
              90
              
              
              -
              
              
              5,225Depreciation
                  and amortization
              
              
              1,659
              
              
              1,028
              
              
              6,995
              
              
              2,116
              
              
              11,145Total
                  Operating Expenses
              
              
              711,285
              
              
              402,753
              
              
              1,963,561
              
              
              1,143,690
              
              
              4,185,909OPERATING
                  LOSS
              
              
              (707,350
              )
              
              (406,708
              )
              
              (1,987,744
              )
              
              (1,138,669
              )
              
              (4,200,089
              )OTHER
                  INCOME (EXPENSES)Interest
                  income
              
              
              7,119
              
              
              21,513
              
              
              33,692
              
              
              47,244
              
              
              98,642Other
                  income
              
              
              -
              
              
              -
              
              
              -
              
              
              12,767
              
              
              12,768Total
                  Other Income (Expenses)
              
              
              7,119
              
              
              21,513
              
              
              33,692
              
              
              60,011
              
              
              111,410NET
                  LOSS BEFORE INCOME TAXES
              
              
              (700,231
              )
              
              (385,195
              )
              
              (1,954,052
              )
              
              (1,078,658
              )
              
              (4,088,679
              )INCOME
                  TAX EXPENSE
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -NET
                  LOSS
              
              $
              (700,231
              )
              $
              (385,195
              )
              $
              (1,954,052
              )
              $
              (1,078,658
              )
              $
              (4,088,679
              )BASIC
                  AND DILUTED LOSS PER SHARE
              
              $
              (0.01
              )
              $
              (0.01
              )
              $
              (0.04
              )
              $
              (0.02
              )WEIGHTED
                  AVERAGE NUMBER OF SHARES OUTSTANDING
              
              
              48,671,754
              
              
              48,620,761
              
              
              48,648,635
              
              
              46,629,238




The
      accompanying notes are an integral part of these consolidated financial
      statements.


5





**SpectrumDNA,
      Inc.**


Consolidated
      Statements of Stockholders' Equity


(A
      Development Stage Company)


For
      the
      period May 15, 2006 (inception) through September 30, 2008




AdditionalPreferred Stock
            
            Common Stock
            
            Paid-In
            
            AccumulatedShares
            
            Amount
            
            Shares
            
            Amount
            
            Capital
            
            DeficitBalance,
                May 15, 2006 (inception)
            
            
            -
            
            $
            -
            
            
            -
            
            $
            -
            
            $
            -
            
            $
            -Issuance
                of founder shares at inception
            
            
            -
            
            
            -
            
            
            37,200,000
            
            
            37,200
            
            
            (37,200
            )
            
            -Common
                shares issued for cash at $0.037 per share
            
            
            -
            
            
            -
            
            
            5,400,000
            
            
            5,400
            
            
            194,600
            
            
            -Common
                shares issued for cash at $0.50 per share
            
            
            -
            
            
            -
            
            
            2,025,000
            
            
            2,025
            
            
            1,010,475
            
            
            -Compensation
                expense associated with stock options and warrants
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            103,938
            
            
            -Net
                loss for the period from inception on May 15, 2006 through December
                31,
                2006
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (301,652
            )Balance,
                December 31, 2006
            
            
            -
            
            
            -
            
            
            44,625,000
            
            
            44,625
            
            
            1,271,813
            
            
            (301,652
            )Common
                shares issued for cash at $0.50 per share
            
            
            -
            
            
            -
            
            
            3,975,000
            
            
            3,975
            
            
            1,983,525
            
            
            -Common
                shares issued for services at $0.50 per share
            
            
            -
            
            
            -
            
            
            26,667
            
            
            27
            
            
            13,309
            
            
            -Compensation
                expense associated with stock options and warrants
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            800,084
            
            
            -Net
                loss for the year ended December 31, 2007
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,832,975
            )Balance,
                December 31, 2007
            
            
            -
            
            
            -
            
            
            48,626,667
            
            
            48,627
            
            
            4,068,731
            
            
            (2,134,627
            )Common
                shares issued for services at $0.55 per share
            
            
            -
            
            
            -
            
            
            45,087
            
            
            45
            
            
            24,580
            
            
            -Compensation
                expense associated with stock options and warrants
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            885,059
            
            
            -Net
                loss for the nine months ended September 30, 2008
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,954,052
            )Balance,
                September 30, 2008 (unaudited)
            
            
            -
            
            $
            -
            
            
            48,671,754
            
            $
            48,672
            
            $
            4,978,370
            
            $
            (4,088,679
            )





The
      accompanying notes are an integral part of these financial
      statements.


6





**SpectrumDNA,
      Inc.**


(A
      Development Stage Company)


Consolidated
      Statements of Cash Flows


(unaudited)




AccumulatedFrom InceptionFor the Nine
                  
                  For the Nine
                  
                  on May 15,Months Ended
                  
                  Months Ended
                  
                  2006 throughSeptember 30,
                  
                  September 30,
                  
                  September 30,2008
                  
                  2007
                  
                  2008CASH
                      FLOWS FROM OPERATING ACTIVITIESNet
                      loss
                  
                  $
                  (1,954,052
                  )
                  $
                  (1,078,658
                  )
                  $
                  (4,088,679
                  )Adjustments
                      to reconcile net loss to net used by operating activities:Depreciation
                      and amortization
                  
                  
                  81,094
                  
                  
                  35,476
                  
                  
                  124,049Stock
                      options and warrants granted for services rendered
                  
                  
                  885,059
                  
                  
                  389,498
                  
                  
                  1,789,081Common
                      stock issued for services rendered
                  
                  
                  24,625
                  
                  
                  5,001
                  
                  
                  37,961Changes
                      in operating assets and liabilities(Increase)
                      decrease in accounts receivable
                  
                  
                  (34,500
                  )
                  
                  (18,911
                  )
                  
                  (34,500
                  )(Increase)
                      decrease in employee advances
                  
                  
                  1,790
                  
                  
                  850
                  
                  
                  -(Increase)
                      decrease in prepaid expenses
                  
                  
                  (40,997
                  )
                  
                  (18,054
                  )
                  
                  (90,151
                  )(Increase)
                      decrease in security deposits
                  
                  
                  -
                  
                  
                  (5,000
                  )
                  
                  (5,000
                  )Increase
                      (decrease) in accounts payable and accrued expenses
                  
                  
                  10,013
                  
                  
                  101,048
                  
                  
                  78,025Increase
                      (decrease) in related party payable
                  
                  
                  -
                  
                  
                  (10,186
                  )
                  
                  -Net
                      Cash Used in Operating Activities
                  
                  
                  (1,026,968
                  )
                  
                  (598,936
                  )
                  
                  (2,189,214
                  )CASH
                      FLOWS FROM INVESTING ACTIVITIESCash
                      paid for fixed assets
                  
                  
                  (10,101
                  )
                  
                  (4,348
                  )
                  
                  (21,778
                  )Cash
                      paid for product development
                  
                  
                  (16,686
                  )
                  
                  (157,741
                  )
                  
                  (202,898
                  )Cash
                      paid for intangible assets
                  
                  
                  (3,095
                  )
                  
                  (750
                  )
                  
                  (9,408
                  )Net
                      Cash Used in Investing Activities
                  
                  
                  (29,882
                  )
                  
                  (162,839
                  )
                  
                  (234,084
                  )CASH
                      FLOWS FROM FINANCING ACTIVITIESCash
                      received from issuance of common stock
                  
                  
                  -
                  
                  
                  1,987,500
                  
                  
                  3,100,000Cash
                      received on exercise of warrants
                  
                  
                  -
                  
                  
                  -
                  
                  
                  100,000Net
                      Cash Provided by Financing Activities
                  
                  
                  -
                  
                  
                  1,987,500
                  
                  
                  3,200,000NET
                      DECREASE IN CASH
                  
                  
                  (1,056,850
                  )
                  
                  1,225,725
                  
                  
                  776,702CASH
                      AT BEGINNING OF PERIOD
                  
                  
                  1,833,552
                  
                  
                  1,026,809
                  
                  
                  -CASH
                      AT END OF PERIOD
                  
                  $
                  776,702
                  
                  $
                  2,252,534
                  
                  $
                  776,702





The
      accompanying notes are an integral part of these financial
      statements.


7





**SpectrumDNA,
      Inc.**


(A
      Development Stage Company)


Consolidated
      Statements of Cash Flows (Continued)


(unaudited)





AccumulatedFrom InceptionFor the Nine
            
            For the Nine
            
            on May 15,Months Ended
            
            Months Ended
            
            2006 throughSeptember 30,
            
            September 30,
            
            September 30,2008
            
            2007
            
            2008SUPPLEMENTAL
                DISCLOSURES OF CASH FLOW INFORMATIONCASH
                PAID FOR:Interest
            
            $
            -
            
            $
            -
            
            $
            -Income
                Taxes
            
            $
            -
            
            $
            -
            
            $
            -NON-CASH
                TRANSACTIONSCommon
                stock issued for services
            
            $
            24,625
            
            $
            5,001
            
            $
            37,961





The
      accompanying notes are an integral part of these financial
      statements.


8


**SPECTRUMDNA,
      INC.**


Notes
      to
      the Condensed Financial Statements


September
      30, 2008 and December 31, 2007





NOTE
      1 -  CONDENSED
      FINANCIAL STATEMENTS




The
      accompanying financial statements have been prepared by the Company without
      audit. In the opinion of management, all adjustments (which include only normal
      recurring adjustments) necessary to present fairly the financial position,
      results of operations, and cash flows at September 30, 2008, and for all periods
      presented herein, have been made.





Certain
      information and footnote disclosures normally included in financial statements
      prepared in accordance with accounting principles generally accepted in the
      United States of America have been condensed or omitted. It is suggested that
      these condensed financial statements be read in conjunction with the financial
      statements and notes thereto included in the Company’s December 31, 2007 audited
      financial statements. The results of operations for the periods ended September
      30, 2008 and 2007 are not necessarily indicative of the operating results for
      the full years.





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





The
      Company computes net income (loss) per share of common stock in accordance
      with
      SFAS No. 128, Earnings per Share (“SFAS 128”). Under the provisions of SFAS
      128, basic net income (loss) per share is computed using the weighted average
      number of common shares outstanding during the period. Diluted net income 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. The dilutive effect of outstanding stock options,
      is
      reflected in diluted earnings per share by application of the treasury stock
      method. Potential common shares of 10,415,745 resulting from outstanding stock
      options were not included in the calculation of diluted income (loss) per share
      as their effect would be antidilutive.





September30,
            
            September30,2008
            
            2007Basic
                and diluted earnings per share:
            
            (unaudited)
            
            (unaudited)Loss
                (numerator)
            
            $
            (1,954,052
            )
            $
            (1,078,463
            )Weighted
                average number of shares outstanding –a basic
                (denominator)
            
            
            48,648,635
            
            
            46,629,238Per
                share amount
            
            $
            (0.04
            )
            $
            (0.02
            )





NOTE
      3-
      SHARE BASED COMPENSATION





The
      Company adopted SFAS 123R, 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.


9




**SPECTRUMDNA,
      INC.**


Notes
      to
      the Condensed Financial Statements


September
      30, 2008 and December 31, 2007





NOTE
      3-
      SHARE BASED COMPENSATION(Continued)


During
      the periods ended September 30, 2008 and 2007, the Company recorded $885,059
      and
      $389,498, respectively, in compensation expense related to share-based payment
      awards as a result of adopting SFAS 123R. 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 is recorded in
      operating expenses. 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 similar companies 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.




The
      following table sets forth information about the weighted-average fair value
      of
      options granted during the periods ended December 31, 2007 and September 30,
      2008 and the weighted-average assumptions used for such grants:





September 30,
            
            December 31,2008
            
            2007(unaudited)Dividend
                yields
            
            
            0.0
            %
            
            0.0
            %Expected
                volatility
            
            
            68.5
            %
            
            68.5
            %Risk-free
                interest rate
            
            
            3.25-3.57
            %
            
            4.6
            %Option
                terms
            
            
            10
                years
            
            
            3-4
                years





*Common
      Stock Options*


Changes
      in stock options issued to employees for the periods ended September 30, 2008
      and December 31, 2007 are as follows:





WeightedNumber
            
            AverageOf
            
            ExerciseOptions
            
            PriceOutstanding,
                December 31, 2006
            
            
            2,970,000
            
            $
            0.04Granted
            
            
            6,890,180
            
            
            0.50Exercised
            
            
            -
            
            
            -Cancelled
            
            
            (1,350,000
            )
            
            0.04Outstanding,
                December 31, 2007
            
            
            8,510,180
            
            $
            0.41Exercisable,
                December 31, 2007
            
            
            1,460,833
            
            $
            0.34Granted
            
            
            4,740,000
            
            
            0.55Exercised
            
            
            -
            
            
            -Cancelled
            
            
            (2,834,435
            )
            
            0.50Outstanding,
                September 30, 2008
            
            
            10,415,745
            
            $
            0.41Exercisable,
                September 30, 2008
            
            
            3,550,122
            
            $
            0.41




10





**SPECTRUMDNA,
      INC.**


Notes
      to
      the Condensed Financial Statements


September
      30, 2008 and December 31, 2007





NOTE
      3-
      SHARE BASED COMPENSATION (Continued)





The
      following table summarizes information about employee stock options outstanding
      at September 30, 2008:





Options Outstanding
            
            Options ExercisableWeightedAverageRange
            
            
            
            Weighted
            
            Remaining
            
            
            
            Weightedof
            
            
            
            Average
            
            Contractual
            
            
            
            AverageExercise
            
            Number
            
            Exercise
            
            Life
            
            Number of
            
            ExercisePrices
            
            Outstanding
            
            Price
            
            (in years)
            
            Options
            
            Price$
            
            
            0.037
            
            
            2,310,020
            
            $
            0.037
            
            
            8.09
            
            
            1,540,000
            
            $
            0.0370.55
            
            
            3,720,000
            
            
            0.55
            
            
            9.50
            
            
            1,140,358
            
            
            0.550.56
            
            
            1,020,000
            
            
            0.56
            
            
            9.92
            
            
            28,333
            
            
            0.560.50
            
            
            3,365,725
            
            
            0.50
            
            
            9.11
            
            
            841,431
            
            
            0.5010,415,745
            
            
            
            
            
            
            
            
            3,550,122
            
            $
            0.31




11




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




The
      following information should be read in conjunction with the 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.





**Overview**


SpectrumDNA,
      Inc. ( www.spectrumdna.com )
      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 enginet.





References
      herein to “we”, “us”, “our” or “SpectrumDNA” refer to SpectrumDNA, Inc. and its
      direct and indirect wholly-owned subsidiaries.





We
      are a
      development and holding company for consumer and business applications for
      the
      web and mobile wireless. These applications are sometimes referred to in the
      press and industry as Web 2.0 applications, web engines, networked engines
      or
“enginets”. Enginets are applications delivered via networked media (like the
      Web and wireless) that are designed to engage a target audience around a
      particular type of human behavior, like dating, creating, sharing of content
      (often music, video and written content), social networking, ecommerce and
      trading, among a variety of others.





Our
      enginets target Generation V (for Virtual). The term Generation V is used to
      describe the online culture in which relationships, services and communication
      are carried primarily and preferably through electronic media. Gartner Group
      recently identified and measured the “Generation V” or “Generation Virtual”
demographic ( http://tinyurl.com/556voj ).
      They
      found that “...unlike previous generations, Generation V is not defined by age,
      gender, social class or geography. Instead, it is based on achievement,
      accomplishments and an increasing preference for the use of digital media
      channels.” Gartner goes on to say that “Marketers will ultimately need a
      separate marketing strategy to reach this generation.” Within the Generation V
      community, Gartner defines four levels of engagement - creators, contributors,
      opportunists, and lurkers - related to the extent to which customers engage
      with
      other customers and the level of engagement that businesses and other
      organizations must have to enable them.


12





Our
      enginetworking 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 Gartner has now measured. 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
      four “levels of engagement” Gartner identifies.





We
      believe the nature of social media is such that software applications that
      seek
      to capture user behavior must be evolutionary by-design. Our team is trained
      in
      leading-edge agile-adaptive techniques that afford us the opportunity to adapt
      our engines’ functionality, form and content to actual user-behavior (versus
      predicted user-behavior), partner requests and advertiser/sponsor imperatives.
      We build, listen, re-design and repeat.





We
      maintain a studio of core developers and designers in Park City, Utah, augmented
      with a network of geo-distributed talent in North America and abroad.





**Product
      Development**





Engines
      of engagement, or enginets, can create whole new ways to capture-and-nurture
      audiences, and help existing organizations and online networks drive more
      uniques 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 market research and observed emergent
      audience behavior.





Our
      currently active enginets are as follows:





**The
      Addictionary** ( http://www.spectrumdna.com/?page_id=108 )





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) to leverage to
      multiple existing online communities. We undertook and completed that conversion
      in the first quarter of 2008, effectively turning one product into dozens of
      products. (see “Sales and Marketing” below).





**PlanetTagger** ( http://www.spectrumdna.com/?page_id=122 )





Our
      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. It
      contemplated and provided for a geo-specificity and mobile enablement. Similar
      to our repositioning of The Addictionary, we evolved the cooshoo.com application
      into a generalized application, and re-branded it PlanetTagger—a
“software-as-a-service” that can be offered to any niche community looking to
      capture and nurture geo-social and mobile-social behavior. Similar to The
      Addictionary, the evolution of the standalone cooshoo.com engine into
      PlanetTagger as a SaaS—a licensable, brand-able geo/mobile-social engine of
      engagement—effectively turned one product into dozens of products.





**Other
      Products**





We
      maintain a product development pipeline that is continually re-prioritized
      based
      on commercial opportunity, market research and market conditions.





**Sales
      and Marketing**





Through
      the first quarter of 2008, we focused efforts on vetting and building our
      product strategy and creating a production infrastructure that was scaleable
      and
      economical. In the second quarter of 2008 we continued product development
      (see
“Product Development” above), and commenced our sales and marketing
      efforts.





While
      we
      continue low-level efforts to market our destination sites — http://addictionary.org and http://cooshoo.com —
      our primary focus shifted in the second quarter of 2008 to licensing our
      Addictionary SaaS to organizations with niche communities. This focus remained
      consistent through the third quarter of 2008.





Our
      first
      Addictionary transaction of this type was signed in June 2008 with Comedy
      Central. As a result, we are the provider of the Political Addictionary
      ( http://politicaladdictionary.com )
      to
      Comedy Central’s Indecision2008 brand ( http://indecision2008.com ).
      We
      also arranged with The Tennis Channel ( http://tennischannel.com )
      to
      provide the Tennis Addictionary ( http://tennisaddictionary.com ).


13





Our
      secondary sales focus is on PlanetTagger third party relationships. Our first
      PlanetTagger transaction is with Calle Soccer ( http://callesoccer.com ),
      a
      soccer gear company focusing on the emerging trend in North America around
      street soccer. We created Calle Underground ( http://calleunderground.com ),
      a
      geo-social networking engine for street soccer players. We have embarked on
      the
      first phase of this relationship which is a focus on using Calle’s street soccer
      community to vet the efficacy of the PlanetTagger engine—incite usage of the
      engine within a focused community and evolve it to better match the youth market
      based on user feedback. Per the enginetworking methodology, this relationship
      helps improve the engine before embarking on other PlanetTagger sales efforts.
      Our future intention is to monetize the Calle Underground community via
      subject-specific and location-targeted advertising.





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; the number
      of relationships we are able to form with advertisers and marketers to use
      our
      enginets; and our ability to garner direct investment into our individual
      enginet enterprises.





**Employees**





As
      of
      September 30, 2008, we had seven employees. We also engage a number of
      consultants and outside contractors, primarily in the US, Venezuela and the
      Philippines.





It
      is
      expected that in the next six months we will seek to employ one or two
      additional employees to augment the marketing, business development and sales
      efforts.





**Results
      of Operations**





**For
      the Three Months Ended September 30, 2008 Compared to the Three Months Ended
      September 30, 2007**





Revenues
      for the quarterly period ended September 30, 2008 were $28,590 resulting
      from new Comedy Partners Addictionary enginet sales and
      cooshoo enginet sales and service functions; compared to $7,583 for
      the quarter ended September 30, 2007 resulting from the anomolous test
      application of the cooshoo enginet performed for SAP Corporation. 
Cost of sales was $24,655 for the three months ended September 30, 2008,
      compared to $11,538 for the comparable period of 2007. Cost of sales was
      constituted of the amortization of product development expenses. We have entered
      into several service and sales contracts which are expected to provide increased
      revenues for the remainder of 2008.





Total
      operating expenses for the third quarter of the 2008 fiscal year were $711,285,
      compared to $402,753 for the comparable period of 2007, an increase of 77%.
      The
      increased operating expenses in 2008 resulted primarily from related increases
      in salaries and wages ($465,301 in 2008 compared to $309,128 in 2007) and
      product development expenses ($49,120 in 2008 compared to $23,407 in 2007).
      The
      large increase in salaries and wages is constituted largely of stock-based
      compensation. The Company recognized $330,921 in expenses pertaining to common
      stock and stock options granted for services rendered during 2008 compared
      to
      $105,100 in 2007. General and administrative expenses decreased primarily as
      a
      result of an decrease in professional fees resulting from the completion of
      the
      filing of our registration statement during the second quarter of 2008 ($71,812
      in 2008 compared to $15,414 in 2007).





We
      recognized a net loss of $700,231 for the quarter ended September 30, 2008
      compared to a loss of $385,195 for the quarter ended September 30, 2007, an
      increase of 82%. Excluding the non cash expense recorded for common stock and
      common stock options issued during the periods, the loss would have been
      $369,310 and $280,095, respectively. Our basic and diluted net loss per share
      was $0.01 for the three months ended September 30, 2008, compared to $0.01
      for
      the comparable period of 2007.





**For
      the Nine Months Ended September 30, 2008 Compared to the Nine Months Ended
      September 30, 2007**





Revenues
      for the nine month period ended September 30, 2008 were $49,916, compared to
      $38,381 for the nine months ended September 30, 2007. This revenue in the
      current period resulted from new Comedy Partners Addictionary enginet sales
      and legacy cooshoo enginet sales and service functions. Cost of sales was
      $74,099 for the nine months ended September 30, 2008, compared to $33,360 for
      the comparable period of 2007. Cost of sales was constituted of the amortization
      of product development expenses. We have entered into several service and sales
      contracts which are expected to provide increased revenues for the remainder
      of
      2008.


14





Total
      operating expenses for the nine months of the 2008 fiscal year were $1,963,561,
      compared to $1,143,690 for the comparable period of 2007, an increase of 72%.
      The increased operating expenses in 2008 resulted primarily from related
      increases in salaries and wages ($1,393,663 in 2008 compared to $849,913 in
      2007), general and administrative expenses ($371,986 in 2008 compared to
      $192,752 in 2007) and product development expenses ($190,827 in 2008 compared
      to
      $98,909 in 2007). The large increase in salaries and wages is constituted
      largely of stock-based compensation. The Company recognized $885,059 in expenses
      pertaining to common stock and stock options granted for services rendered
      during 2008 compared to $389,498 in 2007. The increases in general and
      administrative expenses was primarily the result of an increase in professional
      fees incurred in connection with the filing of our registration statement during
      the first quarter of 2008 ($153,924 in 2008 compared to $27,737 in 2007).





We
      recognized a net loss of $1,954,052 for the nine months ended September 30,
      2008
      compared to a loss of $1,078,658 for the nine months ended September 30, 2007,
      an increase of 81%. Excluding the non cash expense recorded for common stock
      and
      common stock options issued during the periods, the loss would have been
      $1,068,993 and $689,160, respectively. Our basic and diluted net loss per share
      was $0.04 for the nine months ended September 30, 2008, compared to $0.02 for
      the comparable period of 2007.





**Liquidity
      and Capital Resources**





In
      June
      2006, we received an initial investment of $100,000 from two investors, and
      received an additional $100,000 investment from the same investors as a result
      of their exercising of warrants in November 2006. In June 2007, we successfully
      completed a $3,000,000 private placement of our common stock.





As
      of
      September 30, 2008, we had $776,702 in cash and total liabilities of $78,025.
      While management believes our current finances will enable us to implement
      our
      plans and satisfy our estimated financial needs for at least the next 12 months,
      such belief cannot give rise to an assumption that cost estimates are accurate
      or that we will in fact have sufficient working capital for the foreseeable
      future.




Our
      continued operations after such period will depend upon the availability of
      cash
      flow from operations and/or our ability to raise additional funds through
      various financing methods. If sales or revenues do not meet expectations, or
      cost estimates for development and expansion of business prove to be inaccurate,
      we will require additional funding. If additional capital cannot be obtained,
      we
      may have to delay or postpone acquisitions, development or other expenditures
      which can be expected to harm our competitive position, business operations
      and
      growth potential. There can be no assurance that cash flow from operations
      will
      be sufficient to fund our financial needs, or if such cash flow is not
      sufficient, that additional financing will be available on satisfactory terms,
      if at all. Changes in capital markets and the cost of capital are unpredictable.
      Any failure to obtain such financing, or obtaining financing on unfavorable
      terms, can be expected to have a material adverse effect on our business,
      financial condition, results of operations and future business prospects.


15





**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 Chief
      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 Principal Financial Officer have concluded that, as of September 30, 2008,
      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 Principal Financial Officer, as appropriate to allow timely
      decisions regarding required disclosure.





There
      have been no 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 our internal control over
      financial reporting.


16





**PART
      II - OTHER INFORMATION**





Item
      1. **Legal
      Proceedings.**





There
      are
      no material pending legal proceedings to which we are a party or to which any
      of
      our property is subject.





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





During
      the nine months ended September 30, 2008, we issued shares of our common stock
      valued at $0.55 per share to Kelly McCrystal (our Chief Operating Officer)
      and
      Jeffrey Kuehn (a former employee) in lieu of a salary increase, and shares
      of
      our common stock valued at $0.55 per share to four outside contractors in lieu
      of cash compensation. Total shares issued under these arrangements through
      September 30, 2008 is 36,085.





On
      July
      1, 2008, we granted options to 11 persons to purchase an aggregate of 880,000
      shares of common stock with an exercise price of $0.55 per share. On August
      1,
      2008, we granted options to 1 person to purchase 750,000 shares of common stock
      with an exercise price of $0.55 per share. On September 1, 2008, we granted
      options to 2 persons to purchase an aggregate 1,020,000 shares of common stock
      with an exercise price of $.056 per share. These stock options were granted
      pursuant to the Company’s 2008 Equity Incentive Plan which was adopted by the
      Board of Directors of the Company on June 30, 2008.





All
      of
      the foregoing securities were issued in reliance upon the exemption from
      registration pursuant to Section 4(2) of the Securities Act of 1933, as
      amended. ****





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)


17





**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:
                November 14, 2008
            By:
            /s/
                James A. BanisterJames
                A. Banister,President
                and Chief Executive Officer(Principal
                Executive Officer)Dated: 
                November 14, 2008
            By:
            /s/
                Kelly A. McCrystalKelly
                A. McCrystal,Chief
                Operating Officer(Principal
                Financial Officer andPrincipal
                Accounting Officer)


18