UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
DC 20549





FORM
10-Q





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


SECURITIES
EXCHANGE ACT OF 1934





For
the quarterly period ended March 31, 2009





 ̈
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
            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   x                      No    ̈





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    ̈                      No    ̈


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





Large
      accelerated filer
               ̈
              Accelerated
      filer
               ̈Non-accelerated
      filer
               ̈
              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    ̈                      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: 48,747,237outstanding as of May 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.
                10Item
      3.
                Quantitative
      and Qualitative Disclosures About Market Risk.
                15Item
      4T.
                Controls
      and Procedures.
                15PART
      II - OTHER INFORMATIONItem
      1.
                Legal
      Proceedings.
                16Item
      2.
                Unregistered
      Sales of Equity Securities and Use of Proceeds.
                16Item
      3.
                Default
      upon Senior Securities.
                16Item
      4.
                Submission
      of Matters to a Vote of Security Holders.
                16Item
      5.
                Other
      Information.
                16Item
      6.
                Exhibits.
                16SIGNATURES
                17




1


PART
I - FINANCIAL INFORMATION





Item
1.     Financial
Statements.





SPECTRUMDNA,
INC.





Index
to Consolidated Financial Statements


Period
Ended March  31, 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
 
 March
      31,
                                          
                                          
                                          December
      31,2009
                                          
                                          
                                          2008(unaudited)ASSETSCURRENT
      ASSETSCash
                                          
                                          $
                                          326,792
                                          
                                          
                                          $
                                          548,499Accounts
      receivable, net
                                          
                                          
                                          11,030
                                          
                                          
                                          
                                          14,000Prepaid
      expenses
                                          
                                          
                                          34,749
                                          
                                          
                                          
                                          59,204Total
      Current Assets
                                          
                                          
                                          372,571
                                          
                                          
                                          
                                          621,703PROPERTY
      AND EQUIPMENT, NET
                                          
                                          
                                          13,234
                                          
                                          
                                          
                                          11,629OTHER
      ASSETSDomain
      names, net
                                          
                                          
                                          2,950
                                          
                                          
                                          
                                          3,428Product
      development, net
                                          
                                          
                                          46,725
                                          
                                          
                                          
                                          69,273Security
      deposit
                                          
                                          
                                          5,000
                                          
                                          
                                          
                                          5,000Total
      Other Assets
                                          
                                          
                                          54,675
                                          
                                          
                                          
                                          77,701TOTAL
      ASSETS
                                          
                                          $
                                          440,480
                                          
                                          
                                          $
                                          711,033LIABILITIES AND STOCKHOLDERS'
      EQUITYCURRENT
      LIABILITIESAccounts
      payable
                                          
                                          $
                                          32,305
                                          
                                          
                                          $
                                          34,386Accrued
      expenses
                                          
                                          
                                          22,774
                                          
                                          
                                          
                                          11,933Total
      Current Liabilities
                                          
                                          
                                          55,079
                                          
                                          
                                          
                                          46,319Total  Liabilities
                                          
                                          
                                          55,079
                                          
                                          
                                          
                                          46,319COMMITMENTS
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -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,48,747,237 and
      48,739,658 shares issued and outstanding
                                          
                                          
                                          48,747
                                          
                                          
                                          
                                          48,740Additional
      paid-in capital
                                          
                                          
                                          5,648,985
                                          
                                          
                                          
                                          5,309,232Deficit
      accumulated during the development stage
                                          
                                          
                                          (5,312,331
                                          )
                                          
                                          
                                          (4,693,258
                                          )Total
      Stockholders' Equity
                                          
                                          
                                          385,401
                                          
                                          
                                          
                                          664,714TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                                          
                                          $
                                          440,480
                                          
                                          
                                          $
                                          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)
 
 AccumulatedFrom
      InceptionFor
      the Three
                      
                      
                      For
      the Three
                      
                      
                      on
      May 15,Months
      Ended
                      
                      
                      Months
      Ended
                      
                      
                      2006
      throughMarch
      31,
                      
                      
                      March
      31,
                      
                      
                      March
      31,2009
                      
                      
                      2008
                      
                      
                      2009REVENUES,
      net
                      
                      $
                      22,030
                      
                      
                      $
                      7,500
                      
                      
                      $
                      143,729COST
      OF SALES, net
                      
                      
                      23,026
                      
                      
                      
                      21,689
                      
                      
                      
                      164,644GROSS
      PROFIT (LOSS)
                      
                      
                      (996
                      )
                      
                      
                      (14,189
                      )
                      
                      
                      (20,915
                      )OPERATING
      EXPENSESGeneral
      and administrative
                      
                      
                      102,526
                      
                      
                      
                      126,962
                      
                      
                      
                      1,389,983Salaries
      and wages
                      
                      
                      492,707
                      
                      
                      
                      407,617
                      
                      
                      
                      3,600,077Product
      development expenses
                      
                      
                      22,608
                      
                      
                      
                      65,560
                      
                      
                      
                      415,421Bad
      debt expense
                      
                      
                      -
                      
                      
                      
                      90
                      
                      
                      
                      5,225Depreciation
      expense
                      
                      
                      1,905
                      
                      
                      
                      1,491
                      
                      
                      
                      13,444Total
      Operating Expenses
                      
                      
                      619,746
                      
                      
                      
                      601,720
                      
                      
                      
                      5,424,150OPERATING
      LOSS
                      
                      
                      (620,742
                      )
                      
                      
                      (615,909
                      )
                      
                      
                      (5,445,065
                      )OTHER
      INCOMEInterest
      income
                      
                      
                      1,669
                      
                      
                      
                      17,860
                      
                      
                      
                      103,601Other
      income
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      12,768Total
      Other Income
                      
                      
                      1,669
                      
                      
                      
                      17,860
                      
                      
                      
                      116,369NET
      LOSS BEFORE INCOME TAXES
                      
                      
                      (619,073
                      )
                      
                      
                      (598,049
                      )
                      
                      
                      (5,328,696
                      )INCOME  TAX
      EXPENSE
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -NET
      LOSS
                      
                      $
                      (619,073
                      )
                      
                      $
                      (598,049
                      )
                      
                      $
                      (5,328,696
                      )BASIC
      AND FULLY DILUTED LOSS PER SHARE
                      
                      $
                      (0.01
                      )
                      
                      $
                      (0.01
                      )WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING
                      
                      
                      48,739,742
                      
                      
                      
                      48,626,667
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
 
 4
 
 SpectrumDNA,
Inc.
 (A
Development Stage Company)
 Consolidated
Statements of Stockholders' Equity
 For the
period May 15, 2006 (inception) through March 31, 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
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              335,594
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              335,594Net
      loss for the three months ended March 31, 2009 (unaudited)
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (619,073
                                              )
                                              
                                              
                                              (619,073
                                              )Balance,
      March 31, 2009 (unaudited)
                                              
                                              
                                              -
                                              
                                              
                                              $
                                              -
                                              
                                              
                                              
                                              48,747,237
                                              
                                              
                                              $
                                              48,747
                                              
                                              
                                              $
                                              5,648,985
                                              
                                              
                                              $
                                              (5,312,331
                                              )
                                              
                                              $
                                              385,401
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
  5
 SpectrumDNA,
Inc.
 (A
Development Stage Company)
 Statements
of Cash Flows
 (unaudited)
 
 AccumulatedFrom
      InceptionFor
      the Three
                          
                          
                          For
      the Three
                          
                          
                          on
      May 15,Months
      Ended
                          
                          
                          Months
      Ended
                          
                          
                          2006
      throughMarch
      31,
                          
                          
                          March
      31,
                          
                          
                          March
      31,2009
                          
                          
                          2008
                          
                          
                          2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                          
                          $
                          (619,073
                          )
                          
                          $
                          (598,049
                          )
                          
                          $
                          (5,312,331
                          )Adjustments
      to reconcile net loss to net used by operating activities:Depreciation
      and amortization
                          
                          
                          24,932
                          
                          
                          
                          23,481
                          
                          
                          
                          167,500Stock
      options and warrants granted for services rendered
                          
                          
                          335,594
                          
                          
                          
                          247,617
                          
                          
                          
                          2,438,022Common
      stock issued for services rendered
                          
                          
                          4,166
                          
                          
                          
                          -
                          
                          
                          
                          59,710Changes
      in operating assets and liabilities(Increase)
      decrease in accounts receivable
                          
                          
                          2,970
                          
                          
                          
                          (7,500
                          )
                          
                          
                          (11,030
                          )(Increase)
      decrease in employee advances
                          
                          
                          -
                          
                          
                          
                          1,790
                          
                          
                          
                          -(Increase)
      decrease in prepaid expenses
                          
                          
                          24,455
                          
                          
                          
                          27,424
                          
                          
                          
                          (34,749
                          )(Increase)
      decrease in security deposits
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (5,000
                          )Increase
      (decrease) in accounts payable and accrued expenses
                          
                          
                          8,759
                          
                          
                          
                          (2,654
                          )
                          
                          
                          55,078Net
      Cash Used by Operating Activities
                          
                          
                          (218,197
                          )
                          
                          
                          (307,891
                          )
                          
                          
                          (2,642,800
                          )CASH
      FLOWS FROM INVESTING ACTIVITIESCash
      paid for fixed assets
                          
                          
                          (3,510
                          )
                          
                          
                          (8,215
                          )
                          
                          
                          (26,678
                          )Cash
      paid for product development
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (194,322
                          )Cash
      paid for intangible assets
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (9,408
                          )Net
      Cash Used by Investing Activities
                          
                          
                          (3,510
                          )
                          
                          
                          (8,215
                          )
                          
                          
                          (230,408
                          )CASH
      FLOWS FROM FINANCING ACTIVITIESCash
      received from issuance of common stock
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          3,100,000Cash
      received on exercise of warrants
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          100,000Net
      Cash Provided by Financing Activities
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          3,200,000NET
      DECREASE IN CASH
                          
                          
                          (221,707
                          )
                          
                          
                          (316,106
                          )
                          
                          
                          326,792CASH
      AT BEGINNING OF PERIOD
                          
                          
                          548,499
                          
                          
                          
                          1,833,552
                          
                          
                          
                          -CASH
      AT END OF PERIOD
                          
                          $
                          326,792
                          
                          
                          $
                          1,517,446
                          
                          
                          $
                          326,792
 
 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)
 
 AccumulatedFrom
      InceptionFor
      the Three
                  
                  
                  For
      the Three
                  
                  
                  on
      May 15,Months
      Ended
                  
                  
                  Months
      Ended
                  
                  
                  2006
      throughMarch
      31,
                  
                  
                  March
      31,
                  
                  
                  March
      31,2009
                  
                  
                  2008
                  
                  
                  2009SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATION:CASH
      PAID FOR:Interest
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Income
      Taxes
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -NON-CASH
      TRANSACTIONS:Common
      stock issued for services
                  
                  $
                  4,166
                  
                  
                  $
                  -
                  
                  
                  $
                  59,711Valuation
      of Stock Options
                  
                  $
                  335,594
                  
                  
                  $
                  -
                  
                  
                  $
                  2,438,022
 7







SPECTRUMDNA,
INC.


(A
Development Stage Company)


Notes to
the Condensed Financial Statements


March 31,
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 March 31, 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 that were filed on Form 10-K on March 31, 2009. The results
of operations for the periods ended March 31, 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
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 15,737,229 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.





March
      31,
                        
                        March
      31,2009
                        
                        2008Basic
      and diluted earnings per share:
                        (unaudited)
                        
                        (unaudited)Loss
      (numerator)
                        
                        $
                        (619,073
                        )
                        
                        $
                        (598,049
                        )Weighted
      average number of shares outstanding – basic
      (denominator)
                        
                        
                        48,739,742
                        
                        
                        
                        48,626,667Per
      share amount
                        
                        $
                        (0.01
                        )
                        
                        $
                        (0.01
                        )





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.





During
the periods ended March 31, 2009 and 2008, the Company recorded $335,594 and
$223,404, 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.




8


The
following table sets forth information about the weighted-average fair value of
options granted during the periods ended March 31, 2009 and December 31, 2008
and the weighted-average assumptions used for such grants:





March
      31,
                    
                    
                    December
      31,2009
                    
                    
                    2008Dividend
      yields
                    
                    
                    0.0
                    %
                    
                    
                    0.0
                    %Expected
      volatility
                    
                    
                    185.8
                    %
                    
                    
                    68.5
                    %Risk-free
      interest rate
                    
                    
                    2.99
                    %
                    
                    
                    4.0
                    %Option
      terms
                    
                    4 years
                    
                    
                    1-4
      years





Common Stock
Options


Changes
in stock options issued to employees for the periods ended March 31, 2009 and
December 31, 2008 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
                                  
                                  
                                  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
                                  
                                  
                                  5,850,100
                                  
                                  
                                  
                                  0.11Exercised
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Cancelled
                                  
                                  
                                  1,013,021
                                  
                                  
                                  
                                  0.55Outstanding,
      March 31, 2009
                                  
                                  
                                  15,737,229
                                  
                                  
                                  $
                                  0.32Exercisable,
      March 31, 2009
                                  
                                  
                                  5,517,911
                                  
                                  
                                  $
                                  0.39




9


The
following table summarizes information about employee stock options outstanding
at March 31, 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
                          
                          
                          
                          7.59
                          
                          
                          
                          1,305,000
                          
                          
                          $
                          0.040.50
                          
                          
                          4,189,681
                          
                          
                          
                          0.50
                          
                          
                          
                          8.41
                          
                          
                          
                          2,402,127
                          
                          
                          
                          0.500.55
                          
                          
                          2,637,448
                          
                          
                          
                          0.55
                          
                          
                          
                          9.22
                          
                          
                          
                          1,291,406
                          
                          
                          
                          0.550.56
                          
                          
                          1,020,000
                          
                          
                          
                          0.56
                          
                          
                          
                          9.35
                          
                          
                          
                          178,333
                          
                          
                          
                          0.560.46
                          
                          
                          400,000
                          
                          
                          
                          0.46
                          
                          
                          
                          9.50
                          
                          
                          
                          200,000
                          
                          
                          
                          0.460.21
                          
                          
                          20,000
                          
                          
                          
                          0.21
                          
                          
                          
                          9.05
                          
                          
                          
                          19,167
                          
                          
                          
                          0.210.11
                          
                          
                          5,850,100
                          
                          
                          
                          0.11
                          
                          
                          
                          9.93
                          
                          
                          
                          121,877
                          
                          
                          
                          0.1115,737,229
                          
                          
                          $
                          0.32
                          
                          
                          
                          8.51
                          
                          
                          
                          5,517,911
                          
                          
                          $
                          0.39





As of
March 31, 2009, the aggregate intrinsic value of the options outstanding and
exercisable was $715,868 and $209,415.  As of March 31, 2008, the
aggregate intrinsic value of the options outstanding and exercisable was
$750,060 and $354,195, respectively.  The weighted-average grant-date
fair value of options granted for the period ended March 31, 2009 was
$0.10.  There were no options granted during the period ended March
31, 2008.  The total fair value of shares vested during the first
quarters of 2009 and 2008 was $176,721 and $401,881, respectively.





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.





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.




10


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





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





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





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





Organization





Our
Company is presently comprised of SpectrumDNA, Inc., a Delaware corporation,
with two wholly-owned subsidiaries, Cooshoo, Inc. and SpectrumDNA Studios, also
Delaware corporations (collectively, the Company or Spectrum).  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)
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.





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 enable us to quickly
adapt our engines’ functionality, form and content to actual user-behavior,
partner requests and advertiser/sponsor imperatives.





Current
Products





Engines
of engagement, or enginets, can create new ways to capture-and-nurture audiences
and help existing organizations and online networks 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.




11


Currently,
our 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 by licensing the Addictionary to companies desiring
social media applications to increase their brands’ awareness and increase
engagement of their existing user base.  (See “Business Overview -
Sales and Marketing” below).





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





Similarly,
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.  Similar to our repositioning of The Addictionary, we
evolved the cooshoo.com application into a generalized 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, the evolution of the
standalone cooshoo.com engine into 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





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.





With very little change in existing,
and long-standing, advertising industry methodologies, advertisers can augment
their limited-run campaigns that they are already doing with
an engine of engagement—an enginet.  This way, the dollars they are
already investing in reaching their desired audience 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 experience with potential to grow into a
self-perpetuating messaging engine.





Through the first quarter of 2008, we
focused efforts on vetting and building our product strategy and creating a
production infrastructure that was scalable and economical.  In the
second quarter of 2008 we continued product development and commenced our sales
and marketing efforts, focusing on licensing our products to companies already
engaged in spark marketing.





While we
continue low-level efforts to market the destination site,
http://addictionary.org, our primary focus shifted in the second quarter of 2008
to licensing the Addictionary SaaS to organizations with niche
communities.  This focus remained consistent through the first quarter
of 2009.





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


12





·
            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 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.  Launch of the enginet occurred
in March 2009.  Further, in March 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.  Launch of the Horror Addictionary is scheduled for June
2009.





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 location-based social networking application for street soccer
players.  We embarked on the first phase of this relationship, which
focused on using Calle’s street soccer community to vet the effectiveness 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
helped to improve the engine before embarking on other PlanetTagger sales
efforts.  Our intention is to monetize the Calle Underground community
via subject-specific and location-targeted advertising.  Going
forward, our sales efforts for PlanetTagger will be similar to that of the
Addictionary – license the PlanetTagger SaaS application to companies or
organizations that desire a location-based social and digital networking
application to further engage their existing user base.





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.





Recent
Events





In April
2009, we licensed the Addictionary to The Ellen DeGeneres Show.  The
launch of The Ellen Addictionary occurred in May 2009.  Also
subsequent to the end of the first quarter of the 2009 fiscal year, we licensed
PlanetTagger to its first partner, UCLA Anderson School of Management’s
Entertainment and Media Management Institute.  Launch of the site is
anticipated in the third quarter of 2009.





Employees





As of the
date hereof, the Company has seven (7) full-time employees located in Park City,
UT, San Francisco, CA, and Helena, 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.




13


Results
of Operations





For
the Three Months Ended March 31, 2009 Compared to the Three Months Ended March
31, 2008





Revenues
for the quarterly period ended March 31, 2009 were $22,030 resulting from E!
Entertainment and NBC Universal Addictionary license fees; compared to $7,500
for the quarter ended March 31, 2008 resulting from the anomolous test
application of the cooshoo enginet performed for SAP
Corporation.  Cost of sales was $23,026 for the three months ended
March 31, 2009, compared to $21,689 for the comparable period of 2008. 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
2009.





Total
operating expenses for the first quarter of the 2009 fiscal year were $619,746,
compared to $601,720 for the comparable period of 2008, an increase of 3%. The
increased operating expenses in 2009 resulted primarily from related increases
in salaries and wages ($492,707 in 2009 compared to $407,617 in 2008) offset by
a decrease in product development expenses ($22,608 in 2009 compared to $65,560
in 2008). The large increase in salaries and wages is constituted largely of
stock-based compensation. The Company recognized $335,594 in expenses pertaining
to common stock and stock options granted for services rendered during 2009
compared to $223,404 in 2008.  General and administrative expenses
decreased primarily as a result of a decrease in professional fees resulting
from the completion of the filing of our registration statement during the
second quarter of 2008 ($102,526 in 2009 compared to $126,962 in
2008).





We
recognized a net loss of $619,073 for the quarter ended March 31, 2009 compared
to a loss of $598,049 for the quarter ended March 31, 2008, an increase of 4%.
Excluding the non cash expense recorded for common stock and common stock
options issued during the periods, the loss would have been $279,313 and
$374,645, respectively. Our basic and diluted net loss per share was $0.01 for
the three months ended March 31, 2009, compared to $0.01 for the comparable
period of 2008.





Liquidity
and Capital Resources




As of March 31, 2009, we had $326,792
in cash and total liabilities of $55,079.  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.





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.




14


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.





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 March 31, 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.


15







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.





On March
2, 2009, we granted options to 6 persons to purchase an aggregate of 5,850,100
shares of common stock with an exercise price of $0.11 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 Chief 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)




16







SIGNATURES





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





SPECTRUMDNA,
      INC.(Registrant)Dated: May 15,
      2009
                  By:
                  /s/ James A. BanisterJames
      A. Banister,President
      and Chief Executive Officer(Principal
      Executive Officer)Dated:
      May 15,
      2009
                  By:
                  /s/ Rebecca D.
HershingerRebecca
      D. Hershinger,Chief
      Financial Officer(Principal
      Financial Officer andPrincipal
      Accounting
Officer)




17