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 September 30, 2009





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
      Employer Identification No.)of
      incorporation or organization)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 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: $.001 par value per share: 48,747,237
outstanding as of November 13, 2009.
















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.
            11Item
      3.
            Quantitative
      and Qualitative Disclosures About Market Risk.
            18Item
      4T.
            Controls
      and Procedures.
            18PART
      II - OTHER INFORMATIONItem
      1.
            Legal
      Proceedings.
            19Item
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds.
            19Item
      3.
            Default
      upon Senior Securities.
            19Item
      4.
            Submission
      of Matters to a Vote of Security Holders.
            19Item
      5.
            Other
      Information.
            19Item
      6.
            Exhibits.
            19SIGNATURES
            20





1




PART
I - FINANCIAL INFORMATION





Item 1.  Financial
Statements.




SPECTRUMDNA,
INC.





Index
to Consolidated Financial Statements


Period
Ended September 30, 2009





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





2




SpectrumDNA,
Inc.


(A
Development Stage Company)


Consolidated
Balance Sheets




September
      30,
            
            
            December
      31,2009
            
            
            2008ASSETS
            
            (unaudited)CURRENT
      ASSETSCash
            
            $
            34,901
            
            
            $
            548,499Accounts
      receivable, net
            
            
            33,550
            
            
            
            14,000Prepaid
      expenses
            
            
            -
            
            
            
            59,204Total
      Current Assets
            
            
            68,451
            
            
            
            621,703PROPERTY
      AND EQUIPMENT, NET
            
            
            8,464
            
            
            
            11,629OTHER
      ASSETSDomain
      names, net
            
            
            3,341
            
            
            
            3,428Product
      development, net
            
            
            17,534
            
            
            
            69,273Security
      deposit
            
            
            5,000
            
            
            
            5,000Total
      Other Assets
            
            
            25,874
            
            
            
            77,701TOTAL
      ASSETS
            
            $
            102,789
            
            
            $
            711,033LIABILITIES AND
      STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable
            
            $
            114,014
            
            
            $
            34,386Accrued
      expenses
            
            
            60,133
            
            
            
            -Interest
      payable
            
            
            453
            
            
            
            -Stock
      subscription advances
            
            
            42,000
            
            
            
            -Payroll
      liabilities
            
            
            52,367
            
            
            
            11,933Total
      Current Liabilities
            
            
            268,968
            
            
            
            46,319Total  Liabilities
            
            
            268,968
            
            
            
            46,319COMMITMENTS
            
            
            -
            
            
            
            -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, 100,000,000 shares authorized, 48,747,237 and
      48,739,658 shares issued and outstanding, respectively
            
            
            48,747
            
            
            
            48,740Additional
      paid-in capital
            
            
            6,336,764
            
            
            
            5,309,232Deficit
      accumulated during the development stage
            
            
            (6,551,690
            )
            
            
            (4,693,258
            )Total
      Stockholders' Equity (Deficit)
            
            
            (166,179
            )
            
            
            664,714TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
            
            $
            102,789
            
            
            $
            711,033




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





3





SpectrumDNA,
Inc.


(A
Development Stage Company)


Consolidated
Statements of Operations


(unaudited)





For
      the Three
              Months
      Ended
              September
      30,
            
            
            For
      the Three
              Months
      Ended
              September
      30,
            
            
            For
      the Nine
              Months
      Ended
              September
      30,
            
            
            For
      the Nine
              Months
      Ended
              September
      30,
            
            
            Accumulated
              From
      Inception
              on
      May 15,
              2006
      through
              September
      30,2009
            
            
            2008
            
            
            2009
            
            
            2008
            
            
            2009REVENUES,
      net
            
            $
            48,800
            
            
            $
            28,590
            
            
            $
            121,580
            
            
            $
            49,916
            
            
            $
            243,279COST
      OF SALES, net
            
            
            11,918
            
            
            
            24,655
            
            
            
            53,177
            
            
            
            74,099
            
            
            
            194,795GROSS
      PROFIT (LOSS)
            
            
            36,882
            
            
            
            3,935
            
            
            
            68,403
            
            
            
            (24,183
            )
            
            
            48,484OPERATING
      EXPENSESGeneral
      and administrative
            
            
            129,492
            
            
            
            195,205
            
            
            
            350,785
            
            
            
            371,986
            
            
            
            1,638,242Salaries
      and wages
            
            
            493,986
            
            
            
            465,301
            
            
            
            1,502,065
            
            
            
            1,393,663
            
            
            
            4,593,070Product
      development expenses
            
            
            41,902
            
            
            
            49,120
            
            
            
            69,294
            
            
            
            190,827
            
            
            
            462,107Bad
      debt expense
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            90
            
            
            
            5,225Depreciation
      expense
            
            
            2,658
            
            
            
            1,659
            
            
            
            6,675
            
            
            
            6,995
            
            
            
            18,214Total
      Operating Expenses
            
            
            668,038
            
            
            
            711,285
            
            
            
            1,928,819
            
            
            
            1,963,561
            
            
            
            6,716,858OPERATING
      LOSS
            
            
            (631,156
            )
            
            
            (707,350
            )
            
            
            (1,860,416
            )
            
            
            (1,987,744
            )
            
            
            (6,668,374
            )OTHER
      INCOME (EXPENSES)Interest
      income
            
            
            30
            
            
            
            7,119
            
            
            
            1,984
            
            
            
            33,692
            
            
            
            103,916Other
      income
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            12,768Total
      Other Income (Expenses)
            
            
            30
            
            
            
            7,119
            
            
            
            1,984
            
            
            
            33,692
            
            
            
            116,684NET
      LOSS BEFORE INCOME TAXES
            
            
            (631,126
            )
            
            
            (700,231
            )
            
            
            (1,858,432
            )
            
            
            (1,954,052
            )
            
            
            (6,551,690
            )INCOME  TAX
      EXPENSE
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -NET
      LOSS
            
            $
            (631,126
            )
            
            $
            (700,231
            )
            
            $
            (1,858,432
            )
            
            $
            (1,954,052
            )
            
            $
            (6,551,690
            )BASIC
      AND FULLY DILUTED LOSS PER SHARE
            
            $
            (0.01
            )
            
            $
            (0.01
            )
            
            $
            (0.04
            )
            
            $
            (0.04
            )WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING
            
            
            48,747,237
            
            
            
            48,671,754
            
            
            
            48,744,738
            
            
            
            48,648,635




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




4




SpectrumDNA,
Inc.


(A
Development Stage Company)


Consolidated
Statements of Stockholders' Equity (Deficit)


For the
period May 15, 2006 (inception) through September 30, 2009




DeficitAccumulatedAdditional
            
            
            During
      the
            
            
            TotalPreferred
      Stock
            
            
            Common
      Stock
            
            
            Paid-In
            
            
            Development
            
            
            Stockholders'Shares
            
            
            Amount
            
            
            Shares
            
            
            Amount
            
            
            Capital
            
            
            Stage
            
            
            EquityBalance,
      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
            
            
            
            -
            
            
            
            200,000Common
      shares issued for cash at $0.50 per share
            
            
            -
            
            
            
            -
            
            
            
            2,025,000
            
            
            
            2,025
            
            
            
            1,010,475
            
            
            
            -
            
            
            
            1,012,500Compensation
      expense associated with stock options and warrants
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            103,938
            
            
            
            -
            
            
            
            103,938Net
      loss for the period from inception on May 15, 2006 through December 31,
      2006
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (301,652
            )
            
            
            (301,652
            )Balance,
      December 31, 2006
            
            
            -
            
            
            
            -
            
            
            
            44,625,000
            
            
            
            44,625
            
            
            
            1,271,813
            
            
            
            (301,652
            )
            
            
            1,014,786Common
      shares issued for cash at $0.50 per share
            
            
            -
            
            
            
            -
            
            
            
            3,975,000
            
            
            
            3,975
            
            
            
            1,983,525
            
            
            
            -
            
            
            
            1,987,500Common
      shares issued for services at $0.50 per share
            
            
            -
            
            
            
            -
            
            
            
            26,667
            
            
            
            27
            
            
            
            13,309
            
            
            
            -
            
            
            
            13,336Compensation
      expense associated with stock options and warrants
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            800,084
            
            
            
            -
            
            
            
            800,084Net
      loss for the year ended December 31, 2007
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (1,832,975
            )
            
            
            (1,832,975
            )Balance,
      December 31, 2007
            
            
            -
            
            
            
            -
            
            
            
            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
      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
            
            
            
            7
            
            
            
            4,159
            
            
            
            -
            
            
            
            4,166Compensation
      expense associated with stock options and warrants
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            1,023,373
            
            
            
            -
            
            
            
            1,023,373Net
      loss for the nine months ended September 30, 2009
    (unaudited)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (1,858,432
            )
            
            
            (1,858,432
            )Balance
      September 30, 2009 (unaudited)
            
            
            -
            
            
            $
            -
            
            
            
            48,747,237
            
            
            $
            48,747
            
            
            $
            6,336,764
            
            
            $
            (6,551,690
            )
            
            $
            (166,179
            )




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




5




SpectrumDNA,
Inc.


(A
Development Stage Company)


Statements
of Cash Flows


(unaudited)





For
      the Nine
              Months
      Ended
              September
      30,
            
            
            For
      the Nine
              Months
      Ended
              September
      30,
            
            
            Accumulated
              From
      Inception
              on
      May 15,
              2006
      through
              September
      30,2009
            
            
            2008
            
            
            2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
            
            $
            (1,858,432
            )
            
            $
            (1,954,052
            )
            
            $
            (6,551,690
            )Adjustments
      to reconcile net loss to net used by operating activities:Depreciation
      and amortization
            
            
            59,852
            
            
            
            81,094
            
            
            
            202,420Stock
      options and warrants granted for services rendered
            
            
            1,023,373
            
            
            
            885,059
            
            
            
            3,125,801Common
      stock issued for services rendered
            
            
            4,166
            
            
            
            24,625
            
            
            
            59,709Changes
      in operating assets and liabilities(Increase)
      decrease in accounts receivable
            
            
            (19,550
            )
            
            
            (34,500
            )
            
            
            (33,550
            )(Increase)
      decrease in employee advances
            
            
            -
            
            
            
            1,790
            
            
            
            -(Increase)
      decrease in prepaid expenses
            
            
            59,204
            
            
            
            (40,997
            )
            
            
            -(Increase)
      decrease in security deposits
            
            
            -
            
            
            
            -
            
            
            
            (5,000
            )Increase
      (decrease) in accounts payable and accrued expenses
            
            
            128,282
            
            
            
            10,013
            
            
            
            174,601Increase
      (decrease) in payroll liabilities
            
            
            52,367
            
            
            
            -
            
            
            
            52,367Net
      Cash Used in Operating Activities
            
            
            (550,738
            )
            
            
            (1,026,968
            )
            
            
            (2,975,342
            )CASH
      FLOWS FROM INVESTING ACTIVITIESCash
      paid for fixed assets
            
            
            (3,510
            )
            
            
            (10,101
            )
            
            
            (26,678
            )Cash
      paid for product development
            
            
            -
            
            
            
            (16,686
            )
            
            
            (194,322
            )Cash
      paid for intangible assets
            
            
            (1,350
            )
            
            
            (3,095
            )
            
            
            (10,758
            )Net
      Cash Used in Investing Activities
            
            
            (4,860
            )
            
            
            (29,882
            )
            
            
            (231,757
            )CASH
      FLOWS FROM FINANCING ACTIVITIESCash
      received from issuance of common stock
            
            
            -
            
            
            
            -
            
            
            
            3,100,000Cash
      received from stock subscription advances
            
            
            42,000
            
            
            
            
            
            
            
            42,000Cash
      received on exercise of warrants
            
            
            -
            
            
            
            -
            
            
            
            100,000Net
      Cash Provided by Financing Activities
            
            
            42,000
            
            
            
            -
            
            
            
            3,242,000NET
      DECREASE IN CASH
            
            
            (513,598
            )
            
            
            (1,056,850
            )
            
            
            34,901CASH
      AT BEGINNING OF PERIOD
            
            
            548,499
            
            
            
            1,833,552
            
            
            
            -CASH
      AT END OF PERIOD
            
            $
            34,901
            
            
            $
            776,702
            
            
            $
            34,901





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




6




SpectrumDNA,
Inc.


(A
Development Stage Company)


Statements
of Cash Flows (Continued)


(unaudited)





For
      the Nine
              Months
      Ended
              September
      30,
            
            
            For
      the Nine
              Months
      Ended
              September
      30,
            
            
            Accumulated
              From
      Inception
              on
      May 15,
              2006
      through
              September
      30,2009
            
            
            2008
            
            
            2009SUPPLEMENTAL
      DISCLOSURES OFCASH
      FLOW INFORMATION:CASH
      PAID FOR:Interest
            
            $
            -
            
            
            $
            -
            
            
            $
            -Income
      Taxes
            
            $
            -
            
            
            $
            -
            
            
            $
            -NON-CASH
      TRANSACTIONS:Common
      stock issued for services
            
            $
            4,166
            
            
            $
            24,625
            
            
            $
            59,709Valuation
      of Stock Options
            
            $
            1,023,373
            
            
            $
            885,059
            
            
            $
            3,125,801





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




7






SPECTRUMDNA,
INC.


(A
Development Stage Company)


Notes to
the Condensed Financial Statements


September
30, 2009





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, 2009, 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, 2008 audited
financial statements. The results of operations for the periods ended September
30, 2009 and 2008 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
GAAP. Under  GAAP, 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 17,087,229 resulting from
outstanding stock options were considered but not included in the calculation of
diluted income (loss) per share as their effect would be
antidilutive.




Three
      months ended
              
              
              Nine
      months endedSeptember
      30,
              
              
              September
      30,
              
              
              September
      30,
              
              
              September
      30,2009
              
              
              2008
              
              
              2009
              
              
              2008Basic
      and diluted earnings per share:
              
              (unaudited)
              
              
              (unaudited)
              
              
              (unaudited)
              
              
              (unaudited)Loss
      (numerator)
              
              $
              (631,126
              )
              
              $
              (700,231
              )
              
              $
              (1,858,432
              )
              
              $
              (1,954,052
              )Weighted
      average number of shares outstanding – basic (denominator)
              
              
              48,747,237
              
              
              
              48,671,754
              
              
              
              48,744,738
              
              
              
              48,648,635Per
      share amount
              
              $
              (0.01
              )
              
              $
              (0.01
              )
              
              $
              (0.04
              )
              
              $
              (0.04
              )
  8





NOTE 3-
SHARE BASED COMPENSATION





The
Company follows GAAP in valuing its share based compensation, 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 nine months ended September 30, 2009 and 2008, the Company recorded
$1,023,373 and $885,059, 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 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 September 30, 2009 and December 31,
2008 and the weighted-average assumptions used for such grants:





September
      30,
            
            
            December
      31,2009
            
            
            2008(unaudited)Dividend
      yields
            
            
            0.0
            %
            
            
            0.0
            %Expected
      volatility
            
            
            177.6
            %
            
            
            68.5
            %Risk-free
      interest rate
            
            
            3.15
            %
            
            
            4.0
            %Option
      terms
            
            1 -
      4 years
            
            
            1-4
      years





Common Stock
Options


Changes
in stock options issued to employees for the periods ended September 30, 2009
and December 31, 2008 are as follows:




WeightedNumber
              
              
              AverageOf
              
              
              ExerciseOptions
              
              
              PriceOutstanding,
      December 31, 2007
              
              
              8,510,180
              
              
              $
              0.41Exercisable,
      December 31, 2007
              
              
              1,460,833
              
              
              $
              0.34Granted
              
              
              5,260,000
              
              
              
              0.54Exercised
              
              
              -
              
              
              
              -Cancelled
              
              
              (2,870,030
              )
              
              
              0.50Outstanding,
      December, 31, 2008
              
              
              10,900,150
              
              
              $
              0.45Exercisable,
      December 31, 2008
              
              
              4,694,465
              
              
              $
              0.39Granted
              
              
              7,300,100
              
              
              
              0.13Exercised
              
              
              -
              
              
              
              -Cancelled
              
              
              (1,113,021
              )
              
              
              0.54Outstanding,
      September 30, 2009
              
              
              17,087,229
              
              
              $
              0.31Exercisable,
      September 30, 2009
              
              
              7,961,061
              
              
              $
              0.37




9





The
following table summarizes information about employee stock options outstanding
at September 30, 2009:




Options
      Outstanding
              
              
              Options
      ExercisableWeightedAverageRange
              
              
              
              
              
              Weighted
              
              
              Remaining
              
              
              
              
              
              WeightedOf
              
              
              
              
              
              Average
              
              
              Contractual
              
              
              
              
              
              AverageExercise
              
              
              Number
              
              
              Exercise
              
              
              Life
              
              
              Number
      of
              
              
              ExercisePrices
              
              
              Outstanding
              
              
              Price
              
              
              (in
      years)
              
              
              Options
              
              
              Price$
              0.04
              
              
              
              1,620,000
              
              
              $
              0.04
              
              
              
              7.09
              
              
              
              1,575,000
              
              
              $
              0.040.50
              
              
              
              4,089,681
              
              
              
              0.50
              
              
              
              7.93
              
              
              
              2,865,056
              
              
              
              0.500.55
              
              
              
              2,637,448
              
              
              
              0.55
              
              
              
              8.75
              
              
              
              1,729,115
              
              
              
              0.550.56
              
              
              
              1,020,000
              
              
              
              0.56
              
              
              
              8.84
              
              
              
              308,333
              
              
              
              0.560.46
              
              
              
              400,000
              
              
              
              0.46
              
              
              
              9.01
              
              
              
              400,000
              
              
              
              0.460.21
              
              
              
              20,000
              
              
              
              0.21
              
              
              
              8.55
              
              
              
              20,000
              
              
              
              0.210.11
              
              
              
              5,850,100
              
              
              
              0.11
              
              
              
              9.42
              
              
              
              853,140
              
              
              
              0.110.17
              
              
              
              1,000,000
              
              
              
              0.17
              
              
              
              9.54
              
              
              
              114,583
              
              
              
              0.170.34
              
              
              
              250,000
              
              
              
              0.34
              
              
              
              9.68
              
              
              
              41,667
              
              
              
              0.340.33
              
              
              
              200,000
              
              
              
              0.33
              
              
              
              9.73
              
              
              
              54,167
              
              
              
              0.3317,087,229
              
              
              $
              0.31
              
              
              
              
              
              
              
              7,961,061
              
              
              $
              0.37




As of
September 30, 2009, the aggregate intrinsic value of the options outstanding and
exercisable was $267,662 and $163,538, respectively.  As of September
30, 2008, the aggregate intrinsic value of the options outstanding and
exercisable was $427,860 and $237,525, respectively.  The
weighted-average grant-date fair value of options granted for the period ended
September 30, 2009 was $0.12.  The weighted-average grant-date fair
value of options granted for the period ended September 30, 2008 was
$0.43.  The total fair value of shares vested during the period ended
September 30, 2009 and 2008 was $429,966 and $691,573,
respectively.





NOTE 4 –
GOING CONCERN




The
Company’s financial statements have been prepared using accounting principles
generally accepted in the United States of America generally 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
September 30, 2009, the Company’s current liabilities exceeded it current
assets.  Additionally, it has incurred substantial losses in this and
prior fiscal years and has recorded negative cash flows from operations in this
and prior fiscal years.  At September 30, 2009, the Company’s cash
balance was $34,901. The preceding circumstances combine to raise substantial
doubt about the Company’s ability to continue as a going concern.




Management’s
plan to continue as a going concern includes significant cost cutting measures
implemented in November of 2008 to improve earnings potential as well as
continuing to focus on increasing revenues from the sales of its
products.  In addition, the Company is actively seeking additional
sources of financing to fund its operations for the foreseeable
future.




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.  The Company will compensate HFP for these consulting
services by issuing to HFP or its designees 4,000,000 shares of the Company’s
restricted common stock which shall vest and become issuable to HFP or its
designees 120 days from the full execution of the Agreement, or November 28,
2009.




10




NOTE 6 –
PRIVATE FINANCING TRANSACTIONS




During
September 2009, the Company commenced a 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 are being offered to accredited investors only. The securities have
not be registered under the Securities Act of 1933, as amended (the “Act”) and
are being 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.  There can be no assurance that
the Company will be able to complete the offering.  This disclosure does
not constitute an offer to sell or the solicitation of an offer to buy any the
Company's securities, nor will there be any sale of these securities by the
Company in any state or jurisdiction in which the offer, solicitation or sale
would be unlawful.




Also,
during the third quarter of 2009, the Company received an aggregate of $42,000
in stockholder advances from its Chief Executive Officer and another stockholder
which funds were advanced towards the Bridge Financing in the form of
Convertible Notes.   See Note 7 below.




NOTE 7 –
SUBSEQUENT EVENTS





On
November 2, 2009 and November 12, 2009, and in connection with a private debt
offering (“Bridge Financing”) subsequent to the quarter ended September 30,
2009, the Company raised $55,000 from two investors from the sale of Convertible
Promissory Notes in the principal amount of $55,000 due three months from
issuance bearing interest at a 90-day rate of 10%.  In connection with
such investments, 550,000 common stock purchase warrants were also issued to
such investors.  Similarly, on November 12, 2009, and in connection
with the Bridge Financing, the Company issued Convertible Promissory Notes to
its Chief Executive Officer and another stockholder in the principal amount of
$42,000 due three months from issuance bearing interest at a 90-day rate of 10%,
resulting from the funds advanced by such two stockholders during the third
quarter of 2009.  See Note 6 above.  In connection with such
issuance, 420,000 common stock purchase warrants were also issued to the two
stockholders.





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.








11





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,” “SpectrumDNA” 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, also
Delaware corporations.  We use the trade names “SpectrumDNA, Inc.” or
“SpectrumDNA Studios, Inc.” in our commercial operations.




(b)  Business
Overview





General





SpectrumDNA,
Inc. is a social media studio that creates Digital Network Applications and
engines of engagement (or “Enginets”) for media outlets and advertisers looking
to cost-effectively capture specific audience behaviors and develop
advertiser-safe user-generated and user-marketed content.  Enginets
are branded web and wireless-based network experiences - Web 2.0 (and beyond)
software applications — 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 online 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”—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.




12





Current
Products





Engines
of engagement, or 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,
ouractive enginets are
as follows:




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




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




PlanetTagger
is a location-based social networking engine.  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 generalized
location-based services application and re-branded it PlanetTagger—another
example of the software-as-a-service that can be offered to any niche community
looking to capture and nurture location-based behavior.  Like The
Addictionary, emergence of PlanetTagger as a software-as-a-service effectively
turned one product into dozens of products.




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.





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.




13




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).




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 Addictionary property has over 4
million monthly unique users now (and growing) using this social nicheworking
partnership strategy.




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 Indecision
2008 brand (http://indecision2008.com).  Our partnership with Comedy
Central on the Political Addictionary (http://politicaladdictionary.com) set two
significant milestones for our business:




·
            Licensing
      to Comedy Central validated our marketing strategy of providing social
      media software applications to media and brand partners bolstering their
      brand and the engagement of their existing audience.  Due to the
      significant increases Comedy Central experienced in its core audience
      metrics, they have effectively monetized our software via
      advertising.




·
            The
      Political Addictionary turned into a “brand asset”—a recognized brand
      within the world of political and social commentary across the
      internet.  It has become the de facto online destination where
      politicos and political bloggers communicate with each other around the
      lingo of politics.




In the
fourth quarter of 2008, we continued this momentum by partnering with three
additional media companies.  In October 2008, NBC Universal licensed
and launched The Office Addictionary for their hit television show “The Office”
(http://officeaddictionary.com).  The following month, Universal Press
Syndicate’s digital group, UClick, licensed the Addictionary for syndication to
regional newspapers and websites.  And finally, in December of 2008,
E! Entertainment, a Comcast Networks property, licensed and launched The
Celebrity Addictionary  (http://celebrityaddictionary.com), which has
rapidly grown into the most popular Addictionary implementation.




In the
first quarter of 2009, MarketingProfs.com, a Los Angeles-based media property
licensed The Marketing Addictionary, with the launch of the enginet occurring
during that quarter.  Further, in the first quarter of 2009, the
Company licensed The Horror Addictionary to Comcast’s FearNet Channel, marking
the second Comcast Networks property to launch a branded version of The
Addictionary enginet.  The Horror Addictionary launched in the second
quarter of 2009.




In the
second quarter of 2009, the Company licensed its Addictionary enginet to The
Ellen DeGeneres show with the site launching later that quarter.  Also
in that quarter, the Company licensed the Addictionary to Dictionary.com, an
operating business unit of IAC, with the launch of scheduled for first quarter
of 2010.  Finally, the Company licensed the Addictionary to News
Corp’s daily newspaper The New
York Post, with the launch of the New York Addictionary occurring in
October 2009.




In the
third quarter of 2009, the Company agreed to license the Addicitonary to Comedy
Central’s television show Secret Girlfriend, representing the
second Comedy Central property to launch a branded version of the Additictionary
enginet.  The site launched during the first week of October
2009.  Also in the third quarter, the Company agreed to license the
Gamers’ Addictionary to G4TV.com, which marks the third Comcast Networks
property to license a branded Addictionary enginget.  Finally, in the
fourth quarter of 2009, the Company licensed the Addictionary to streetball.com,
a site dedicated to the basketball and hip hop lifestyle.  Both the
Gamers’ Addictionary and the streetball.com Addicitonary are scheduled to launch
during the fourth quarter of 2009.




14




The
Addictionary has proven 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.




We
continue to evolve the Addictionary platform to build on successes
to-date.  We are continuing sales efforts targeting the 500+ potential
“verticals” we’ve identified—from IP-based communities like The Office, Harry Potter or Star Trek to 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
emerging 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.




PlanetTagger
sales efforts will remain low-level until we are able to expand our sales
force.  Despite our limited sales and marketing resources, during the
third quarter and continuing into the fourth quarter, the Company has had and
continues 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.




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 the
date hereof, the Company has seven (7) full-time employees located in Park City,
UT, Helena, MT, and Billings, MT.  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 marketing, business
development and sales efforts.





Results
of Operations





For
the Three Months Ended September 30, 2009 Compared to the Three Months Ended
September 30, 2008





Revenues
for the quarterly period ended September 30, 2009 were $48,800 resulting
primarily from E! Entertainment Addictionary license fees, UCLA PlanetTagger
license fees, and partial set-up fees from Dictionary.com and NY Post; compared
to $28,590 for the quarter ended September 30, 2008 resulting from license fees
from Comedy Central for the Political Addictionary and set-up fees from NBC’s
The
Office.  Cost of sales was $11,918 for the three months ended
September 30, 2009, compared to $24,655 for the comparable period of
2008.  Cost of sales was constituted primarily of the amortization of
product development expenses.





Total
operating expenses for the third quarter of the 2009 fiscal year were $668,038,
compared to $711,285 for the comparable period of 2008, a decrease of
6%.  The decreased operating expenses in 2009 resulted primarily
fromrelated
increases in salaries and wages ($493,986 in 2009 compared to $465,301 in 2008)
offset by decreases in product development expenses ($41,902 in 2009 compared to
$49,120 in 2008) and general and administrative expenses ($129,492 in 2009
compared to $195,205 in 2008).  Included in salaries and wages were
expenses pertaining to common stock and stock options granted for services
rendered.  The Company recognized $333,274 in these expenses during
the third quarter of 2009 compared to $330,921 in 2008.  General and
administrative expenses decreased primarily as a result of decreases in travel
expenses related to the sales and marketing process and marketing and public
relations expenses offset by increases in deferred salary expenses and site
hosting costs.




15





We
recognized a net loss of $631,126 for the quarter ended September 30, 2009
compared to a loss of $700,231 for the quarter ended September 30, 2008, a
decrease of 10%.  Excluding the non cash expense recorded for common
stock and common stock options issued during the periods, the loss would have
been $297,852 and $369,310, respectively. Our basic and diluted net loss per
share was $0.01 for the three months ended September 30, 2009, compared to $0.01
for the comparable period of 2008.





For
the Nine Months Ended September 30, 2009 Compared to the Nine Months Ended
September 30, 2008





Revenues
for the nine month period ended September 30, 2009 were $121,580 resulting
primarily from E! Entertainment, FearNet and NBC Universal Addictionary license
fees, UCLA PlanetTagger license fees, and partial set-up fees from
Dictionary.com and NY Post; compared to $49,916 for nine month period ended
September 30, 2008 resulting from license fees from Comedy Central for the
Political Addictionary and set-up fees from NBC’s The Office.  Cost
of sales was $53,177 for the nine months ended September 30, 2009, compared to
$74,099 for the comparable period of 2008. Cost of sales was primarily
constituted of the amortization of product development expenses.





Total
operating expenses for the first nine months of the 2009 fiscal year were
$1,928,819 compared to $1,963,561 for the comparable period of 2008, a decrease
of 2%.  The decreased operating expenses in 2009 resulted primarily
from related increases in salaries and wages ($1,502,065 in 2009 compared to
$1,393,663 in 2008) offset by a decrease in product development expenses
($69,294 in 2009 compared to $190,827 in 2008).  The increase in
salaries and wages is constituted largely of stock-based
compensation.  The Company recognized $1,023,373 in expenses
pertaining to common stock and stock options granted for services rendered
during the first nine months of 2009 compared to $885,059 in
2008.  General and administrative expenses decreased primarily as a
result of decreases in professional fees attributed to the filing of our
registration statement in the second quarter of 2008 offset by increases in our
insurance costs and deferred salary expenses .





We
recognized a net loss of $1,858,432 for the nine month period ended September
30, 2009 compared to a loss of $1,954,052 for the nine month period ended
September 30, 2008, an increase of 5%.  Excluding the non cash expense
recorded for common stock and common stock options issued during the periods,
the loss would have been $835,059 and $1,068,993, respectively. Our basic and
diluted net loss per share was $0.04 for the nine months ended September 30,
2009, compared to $0.04 for the comparable period of 2008.





Liquidity
and Capital Resources





As of
September 30, 2009, we had $34,901 in cash and total liabilities of $268,968.
Additionally, our current liabilities exceeded our current assets, we have
incurred substantial losses in this and prior fiscal years, and we have recorded
negative cash flows from operations in this and prior fiscal
years.  As a result, management does not believe our current finances
will enable us to implement our plans and satisfy our estimated financial needs
over the next 12 months.  We implemented significant cost cutting
measures in November of 2008 to improve earnings potential as well as continuing
to focus on increasing revenues from the sales of our products.  In
addition, we are actively seeking additional sources of financing to fund our
operations for the foreseeable future.  No assurance can be made,
however, that we will be able to obtain such additional funding on terms
acceptable to us, if at all.  Our need to obtain capital from outside
investors is expected to continue until the time, if ever, our cash flow from
operations is sufficient to fund our financial needs. Therefore, 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
in the future.  If additional capital cannot be obtained, we may have
to delay or postpone development or other expenditures which can be expected to
harm our competitive position, business operations and growth
potential.  Changes in capital markets and the cost of capital are
unpredictable.  Any failure to obtain such financing now or in the
future, 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.




On July
31, 2009, we entered into a Consulting Agreement (the “Agreement”) with HFP
Capital Markets LLC (“HFP”) pursuant to which HFP will provide certain
consulting services to us 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 we 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.  We will compensate HFP for these consulting services by
issuing to HFP or its designees 4,000,000 shares of the Company’s restricted
common stock which shall vest and become issuable to HFP or its designees 120
days from the full execution of the Agreement.




16




During
September 2009, we commenced a 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 are
being offered to accredited investors only. The securities have not be
registered under the Securities Act of 1933, as amended (the “Act”) and are
being 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.  There can be no assurance
that we will be able to complete the offering.  This disclosure does
not constitute an offer to sell or the solicitation of an offer to buy any the
Company's securities, nor will there be any sale of these securities by the
Company in any state or jurisdiction in which the offer, solicitation or sale
would be unlawful.




On
November 2, 2009 and November 12, 2009, and in connection with a private debt
offering (“Bridge Financing”) subsequent to the quarter ended September 30,
2009, we raised $55,000 from two investors from the sale of Convertible
Promissory Notes in the principal amount of $55,000 due three months from
issuance bearing interest at a 90-day rate of 10%.  In connection with
such investment, 550,000 common stock purchase warrants were also issued to such
investors.  Similarly, on November 12, 2009, and in connection with
the Bridge Financing, the Company issued Convertible Promissory Notes to its
Chief Executive Officer and another stockholder in the principal amount of
$42,000 due three months from issuance bearing interest at a 90-day rate of 10%,
resulting from the funds advanced by such two stockholders during the third
quarter of 2009.  In connection with such issuance, 420,000 common
stock purchase warrants were also issued to the two stockholders.





For the
nine months ended September 30, 2009, the Company’s Net Cash Used by Operating
Activities was $550,738 compared to $1,026,968 for the comparable period in
2008.  The decrease in Net Cash Used by Operating Activities between
the two periods resulted from increases in cash-based salaries and wages and
increases in accounts payable and related party expenses.





For the
nine months ended September 30, 2009, the Company’s Net Cash Used for Investing
Activities was $4,860 compared to $29,882 for the comparable period in
2008.  The decrease in Net Cash Used by Investing Activities between
the two periods resulted from decreases in fixed asset purchases as well as the
Company’s decision to expense rather than capitalize certain intangible assets
and product development costs.





Net Cash
Provided by Financing Activities was $42,000 for the nine months ended September
30, 2009 due to stockholder subscription advances associated with the Bridge
Financing compared to zero for the nine months ended September 30,
3008.





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, 2008.








17





Recently
Issued Accounting Pronouncements





Please
refer to our annual report on Form 10-K for the fiscal year ended
December 31, 2008. There have been no changes to those accounting
pronouncements listed.





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 September 30,
2009, 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.




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.





18





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 September 30, 2009, the Company had neither any unregistered
sales of equity securities nor any exercise of options generating proceeds to
the Company.





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)








19


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 16,
      2009
            By:
            /s/
      James A. BanisterJames
      A. Banister,President
      and Chief Executive Officer(Principal
      Executive Officer)Dated:
      November 16,
      2009
            By:
            /s/
      Rebecca D. HershingerRebecca
      D. Hershinger,Chief
      Financial Officer(Principal
      Financial Officer andPrincipal
      Accounting Officer)




20