UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 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~~June 3130, 2017

Commission file number 0-13092

SPECTRASCIENCE, INC.

(Exact name of registrant

as specified in its charter)

Minnesota		41-1448837
(State or other jurisdiction		(I.R.S. Employer
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
of incorporation or organization)		Identification Number)

11568 Sorrento Valley Rd., Suite 11

San Diego, California 92121

(Address of principal executive offices, including zip code)

(858) 847-0200

(Registrant’s telephone number, including area code)

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 registration was required to submit and post such files). YES [X] 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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [X] Emerging growth company [X]

~~Indicate~~If an emerging growth company, indicate by check mark ~~whether~~if the registrant ishas aelected ~~shell~~not ~~company~~to ~~(as~~use ~~defined~~the inextended ~~Rule~~transition ~~12b-2~~period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act). [X]

~~YES~~Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [ ] NO [X]

The number of shares of the registrant’s common stock, par value $0.01 per share, outstanding on ~~May~~August 1214, 2017 was 12,~~440~~685,~~320~~830,~~059~~579.

SPECTRASCIENCE, INC.

FORM 10-Q

For the ~~Three~~Six Months Ended ~~March~~June 3130, 2017

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION:
PART I	FINANCIAL INFORMATION:
Item 1.	Financial Statements (Unaudited)		3
Item 1.	Financial Statements (Unaudited)	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures		25
Item 4.	Controls and Procedures	25
PART II	OTHER INFORMATION
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings		25
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors		26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities		26
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures		26
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information		26
Item 5.	Other Information	27
Item 6.	Exhibits		26
Item 6.	Exhibits	27
SIGNATURES			27
SIGNATURES		28

PART I FINANCIAL INFORMATION:

Item 1. Financial Statements

SpectraScience, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

	March 31, 2017			December 31, 2016
	June 30, 2017			December 31, 2016
	(Unaudited)
	(unaudited)
ASSETS
Current assets:
Cash	$	~~100,001~~25		$	3,550
Accounts receivable, net		-			950
Inventory		97,423			90,594
Prepaid expenses and other current assets		~~225~~191,~~621~~322			266,749
Total current assets		~~423~~288,~~045~~770			361,843
Patents, net		~~984~~944,~~687~~851			1,024,524
	$	1,~~407~~233,~~732~~621		$	1,386,367
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	1,~~499~~773,~~584~~561		$	1,318,737
Accrued expenses		2,~~458~~608,~~162~~116			2,278,042
Notes payable- related parties		35,000			35,000
Note payable		112,982			137,982
Convertible debt, net of discounts of $325,848 as of March 31, 2017 and $203,444 as of December 31, 2016		6,131,274			6,211,861
Convertible debt, net of discounts of $249,988 as of June 30, 2017 and $203,444 as of December 31, 2016		6,199,543			6,211,861
Derivative liability		~~833~~1,~~082~~223,250			819,928
Total current liabilities		11,~~070~~952,~~084~~452			10,801,550
Long-term secured convertible debt		1,~~350~~410,000			1,100,000
COMMITMENTS AND CONTINGENCIES
Mezzanine equity
Series B Convertible Preferred Stock, $.01 par value; 2,585,000 shares authorized, issued and outstanding as of March 31, 2017 and December 31, 2016; liquidation value of $517,000 plus accumulated and unpaid dividends of $106,931 as of March 31, 2017 and December 31, 2016		25,850			25,850
Series B Convertible Preferred Stock, $.01 par value; 2,585,000 shares authorized, issued and outstanding as of June 30, 2017 and December 31, 2016; liquidation value of $517,000 plus accumulated and unpaid dividends of $106,931 as of June 30, 2017 and December 31, 2016		25,850			25,850
Series C Convertible Preferred Stock, $.01 par value; 500,000 shares authorized, issued and outstanding as of March 31, 2017 and December 31, 2016; liquidation value of $100,000 as of March 31, 2017 and December 31, 2016		5,000			5,000
Series C Convertible Preferred Stock, $.01 par value; 500,000 shares authorized, issued and outstanding as of June 30, 2017 and December 31, 2016; liquidation value of $100,000 as of June 30, 2017 and December 31, 2016		5,000			5,000
Total mezzanine equity		30,850			30,850
Shareholders' deficit
Series A Convertible Preferred Stock, $.01 par value; 0 shares authorized, issued and outstanding as of March 31, 2017 and December 31, 2016		-			-
Series A Convertible Preferred Stock, $.01 par value; 0 shares authorized, issued and outstanding as of June 30, 2017 and December 31, 2016		-			-
Series AA Super Voting Preferred Stock, $.001 par value; 3,000 and 0 shares authorized, issued and outstanding as of March 31, 2017 and December 31, 2016		3			3
Series AA Super Voting Preferred Stock, $.001 par value; 3,000 shares authorized, issued and outstanding as of June 30, 2017 and December 31, 2016		3			3
Common stock, $.01 par value; 1,996,000,000 shares authorized; 1,413,320,059 and 883,671,222 shares issued and outstanding as of March 31, 2017 and December 31, 2016		14,133,200			8,836,712
Common stock, $.01 par value; 2,996,000,000 shares authorized; 1,962,785,579 and 883,671,222 shares issued and outstanding as of June 30, 2017 and December 31, 2016		19,627,855			8,836,712
Additional paid in capital		2924,~~792~~432,~~890~~963			34,582,771
Accumulated deficit		(5456,~~969~~220,~~295~~502	)		(53,965,519	)
Total shareholders' deficit		(1112,~~043~~159,~~202~~681	)		(10,546,033	)
	$	1,~~407~~233,~~732~~621		$	1,386,367

See accompanying summary of accounting polices and notes to unaudited condensed consolidated financial statements.

SpectraScience, Inc. and Subsidiaries

Condensed Consolidated Statements of Operation

(Unaudited)

	Three Months Ended						Six Months Ended
	March 31,
	June 30,						June 30,
	2017			2016			2017			2016
Operating expenses:
Revenue	$	-		$	950		$	-		$	950
Research and development	$	130,842		$	194,007
Cost of revenue		-			868			-			868
General and administrative		279,732			307,841
Gross profit		-			82			-			82
Sales and marketing		74,854			79,413
Operating expenses:
		485,428			581,261
Research and development		128,660			194,155			259,501			388,162
Loss from operations		(485,428	)		(581,261	)
General and administrative		305,560			306,213			585,292			614,054
Other income (expense)
Sales and marketing		73,780			101,214			148,634			180,627
Interest expense		(184,709	)		(374,130	)
		508,000			601,582			993,427			1,182,843
Change in fair value of derivative and warrant liabilities		167,787			(887,494	)
Loss from operations		(508,000	)		(601,500	)		(993,427	)		(1,182,761	)
Amortization of derivative and warrant liabilities discount		(130,408	)		(141,561	)
Other income (expense)
Amortization of deferred debt issuance costs and original issue discount		(6,734	)		(62,530	)
Interest expense		(266,496	)		(208,347	)		(815,230	)		(579,299	)
Loss on issuance of variable rate debt		(368,743	)		-
Change in fair value of derivative and warrant liabilities		(452,019	)		624,873			(284,232	)		(262,621	)
Gain on extinguishment of debt		10,551			1,166
Amortization of derivative and warrant liabilities discount		(137,618	)		(94,735	)		(268,026	)		(236,296	)
Loss on foreign exchange transactions		(6,092	)		(8,924	)
Amortization of deferred debt issuance costs and original issue discount		(7,978	)		(62,920	)		(14,712	)		(125,450	)
Other income (expense), net		-			(1,600	)
Gain on extinguishment of debt		161,573			245,908			172,124			247,074
		(518,348	)		(1,475,073	)
Income (loss) on foreign exchange transactions		(32,436	)		13,616			(38,529	)		4,691
Net loss	$	(1,003,776	)	$	(2,056,334	)
Other income (expense), net		(8,233	)		(5,077	)		(12,951	)		(9,854	)
Basic and diluted loss per share	$	(0.00	)	$	(0.00	)
		(743,207	)		513,318			(1,261,556	)		(961,755	)
Weighted average common shares outstanding: Basic and diluted		1,090,120,075			609,825,530
Net loss	$	(1,251,207	)	$	(88,182	)	$	(2,254,983	)	$	(2,144,516	)
Basic and diluted loss per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average common shares outstanding:
Basic and diluted		1,490,570,290			668,866,352			1,291,451,398			640,797,803

See accompanying summary of accounting polices and notes to unaudited condensed consolidated financial statements.

SpectraScience, Inc. and Subsidiaries

Condensed Consolidated Statement of Shareholders' Deficit

For the ~~three~~six months ended ~~March~~June 3130, 2017

(unaudited)

	Series AA Super								Additional						Total
	Series AA Super Voting Preferred				Common Stock				Additional Paid-In			Accumulated			Total Shareholders'
	Voting Preferred				Common Stock				Paid-In			Accumulated			Shareholders'
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance December 31, 2016		3,000	$	3		883,671,222	$	8,836,712	$	34,582,771		$	(53,965,519	)	$	(10,546,033	)
Non cash issuance of stock options		-		-		-		-		4080,~~001~~002			-			4080,~~001~~002
Conversion of convertible debt		-		-		~~529~~1,~~648~~079,~~837~~114,357		510,~~296~~791,~~488~~143		(410,~~830~~230,~~174~~394	)		-			~~466~~560,~~314~~749
Non cash issuance of warrant for consulting services		-		-		-		-		~~292~~584			-			~~292~~584
Net loss		-		-		-		-		-			(12,~~003~~254,~~776~~983	)		(12,~~003~~254,~~776~~983	)
Balance March 31, 2017		3,000	$	3		1,413,320,059	$	14,133,200	$	29,792,890		$	(54,969,295	)	$	(11,043,202	)
Balance June 30, 2017		3,000	$	3		1,962,785,579	$	19,627,855	$	24,432,963		$	(56,220,502	)	$	(12,159,681	)

See accompanying summary of accounting polices and notes to unaudited condensed consolidated financial statements.

SpectraScience, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended March 31,
	Six Months Ended June 30,
	2017			2016
Operating activities:
Net loss	$	(12,~~003~~254,~~776~~983	)	$	(2,~~056~~144,~~334~~516	)
Adjustments to reconcile net loss to cash used in operating activities:
Amortization and depreciation		3979,~~837~~673			4080,~~552~~789
Non-cash interest from forbearance on and issuance of variable rate convertible debentures		385,102			94,329
Non-cash interest		16,648			31,364
Non-cash issuance of stock options and warrants		4080,~~001~~002			4080,~~001~~003
Non-cash (income) expense related to commitment of common stock in excess of authorized shares		(38,902	)		131,504
Non-cash expense related to commitment of common stock in excess of authorized shares		(39,397	)		132,130
Amortization of derivative and warrant liabilities discount		130,408			141,561
Loss on issuance of variable rate notes		428,367			84,434
Amortization of deferred debt issuance costs and original issue discount		6,734			62,530
Amortization of derivative and warrant liabilities discount		268,026			236,296
Issuance of debt and common stock for services		11,000			350
Amortization of deferred debt issuance costs and original issue discount		14,712			125,450
Change in fair value of derivative and warrant liabilities		(167,787	)		887,494
Issuance of debt for services		22,250			-
Gain on extinguishment of debt		(10,551	)		(1,166	)
Issuance of common stock for services		1,400			700
Change in fair value of derivative and warrant liabilities		284,232			262,620
Gain on extinguishment of debt		(172,124	)		(247,073	)
Changes in assets and liabilities:
Accounts receivable		950			76,~~061~~111
Inventory		(6,829	)		(3147,~~639~~845	)
Prepaid expense and other assets		4175,~~128~~427			3671,~~887~~073
Accounts payable		~~180~~454,~~844~~821			~~127~~173,~~720~~391
Accrued expenses		~~199~~357,~~961~~470			~~112~~274,~~154~~152
Net cash used in operating activities		(~~191~~389,~~880~~355	)		(~~406~~880,~~996~~921	)
Investing activities:
Net cash used in investing activities		-			-
Financing activities:
Proceeds from issuance of convertible notes payable		~~309~~123,~~000~~750			300,000
Proceeds from issuance of notes payable to related parties		-			35,000
Payments on convertible notes payable		(669	)		-
Proceeds from issuance of secured note payable		299,000			500,000
Debt issuance costs		(20,000	)		(53,712	)
Payments on convertible notes payable in cash		(669	)		-
Net cash provided by financing activities		288,331			281,288
Debt issuance costs		(36,251	)		(53,712	)
Net decrease in cash		96,451			(125,708	)
Net cash provided by financing activities		385,830			781,288
Net decrease in cash		(3,525	)		(99,633	)
Cash, beginning of year		3,550			127,493
Cash, end of period	$	~~100,001~~25		$	127,~~785~~860
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest	$	1,000		$	-
Income taxes	$	-		$	-
Non Cash Investing and Financing Activities:
Conversion of convertible notes and accrued interest to common stock	$	88178,~~419~~565		$	7588,~~812~~550
Conversion of interest payable to increase in note	$	13,767		$	-
Exchange of convertible notes and accrued interest to new notes	$	25,000		$	42,896
Conversion of note payable to convertible note payable	$	25,000		$	-
Conversion of accrued interest to note payable	$	13,767		$	-

See accompanying summary of accounting polices and notes to unaudited condensed consolidated financial statements.

SpectraScience, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

1. Nature of Business and Basis of Presentation

Description of Business

SpectraScience, Inc. was incorporated in the State of Minnesota on May 4, 1983 as GV Medical, Inc. In October 1992, GV Medical discontinued its prior business, refocused its development efforts and changed its name to SpectraScience, Inc. The “Company,” hereinafter, refers to SpectraScience, Inc. and its wholly owned subsidiaries Luma Imaging Corporation (“LUMA”), Spectra Science International, Inc. (“International”) and SpectraScience (UK) Limited (“SpectraUK”). Since 1996, the Company has focused primarily on developing the WavSTAT Optical Biopsy System (the “WavSTAT System”).

The Company has developed and received the European CE mark approval to market a proprietary, minimally invasive technology that optically illuminates tissue in real-time to distinguish between normal, pre-cancerous or cancerous cells without the need to remove the subject cell tissue from the body to make such determinations. The WavSTAT System operates by using cool, safe laser light to optically illuminate and analyze tissue, enabling the physician to make an instant diagnosis during endoscopy when screening for cancer, and if warranted, to begin immediate treatment during the same procedure. Beginning in December 2011, the WavSTAT 4 version of the product began to be sold in the European Union for clinical trials related to colon cancer detection. In June 2012, the Company entered into a distribution agreement with PENTAX Europe, GmbH.

On November 6, 2007, the Company acquired the assets of LUMA in an equity transaction accounted for as an acquisition of assets and now operates LUMA as a wholly-owned subsidiary of the Company. LUMA had acquired the assets from a predecessor company that had developed, and received FDA approval for, a non-invasive diagnostic imaging system that can detect cervical cancer precursors and which utilizes an underlying technology that is similar to that of the WavSTAT System. The addition of the LUMA technology to the Company’s existing WavSTAT System technology provides the Company with a broad suite of fluorescence-based intellectual property and know-how. During the fiscal year ended December 31, 2010, the Company wrote off the remaining fair value of the LUMA inventory in order to focus on the continued development and marketing of the WavSTAT System. The Company retained the intellectual property of LUMA for use in the development of future generations of the WavSTAT System.

The transaction was accounted for as an acquisition of assets that included intellectual property, inventory and equipment. The intellectual property consisted of a total of 34 issued U.S. patents and 28 additional patent applications.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q as they are prescribed for smaller reporting companies. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. Operating results for the ~~three~~six month period ended ~~March~~June 3130, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. These statements should be read in conjunction with the financial statements and related notes, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

SpectraScience, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

Going Concern

Historically, the Company’s sources of cash have come from the issuance and sale of equity securities and debentures. The Company’s historical cash outflows have been primarily used for operating activities including research, development, administrative and sales activities. Fluctuations in the Company’s working capital due to timing differences of its cash receipts and cash disbursements also impact its cash flow. The Company expects to incur significant additional operating losses through at least the end of 2017, as it completes proof-of-concept trials, conducts outcome-based clinical studies and increases sales and marketing efforts to commercialize the WavSTAT4 System in Europe. If the Company does not receive sufficient funding, there is substantial doubt that the Company will be able to continue as a going concern. The Company may incur unknown expenses or may not be able to meet its revenue forecast, and one or more of these circumstances would require the Company to seek additional capital. The Company may not be able to obtain equity capital or debt funding on terms that are acceptable. Even if the Company receives additional funding, such proceeds may not be sufficient to allow the Company to sustain operations until it becomes profitable and begins to generate positive cash flows from operations.

As of ~~March~~June 3130, 2017, the Company had a working capital deficit of $1011,~~647~~663,~~039~~682 and cash of $~~100~~25,~~001,~~ compared to a working capital deficit of $10,439,707 and cash of $3,550 as of December 31, 2016. The Company uses agents to assist it with raising capital and has commenced raising capital on its own. During the ~~three~~six months ended ~~March~~June 3130, 2017, the Company raised $~~289~~386,~~000~~499, net of transaction costs of $2036,~~000~~251, under these agreements. However, if the Company does not receive additional funds in a timely manner, the Company could be in jeopardy as a going concern. The Company may not be able to find alternative capital or raise capital or debt on terms that are acceptable. Management believes that if the events defined in the Engagement Agreements occur as expected, or if the Company is otherwise able to raise a similar level of funds, such proceeds will be sufficient to allow the Company to sustain operations until it attains profitability and positive cash flows from operations. However, the Company may incur unknown expenses or may not be able to meet its revenue expectations requiring it to seek additional capital. In such event, the Company may not be able to find capital or raise capital or debt on terms that are acceptable.

The holders of Convertible Debentures control the conversion of the Convertible Debentures and certain of the Convertible Debentures were not converted at their maturity constituting a potential default on the matured, but unconverted, Convertible Debentures. In the event of such default, principal, accrued interest and other related costs are immediately due and payable in cash. As of ~~March~~June 3130, 2017, Convertible Debentures with a face value of $56,~~998~~068,~~875~~243 held by 8083 individual investors are in default. None of these investors have served notice of default on the Convertible Debentures held by them.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

SpectraScience, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

2. Summary of Significant Accounting Policies

Revenue recognition

The Company recognizes revenues when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable and collectability is reasonably assured. Revenue from the sale of the Company’s products is generally recognized when title and risk of loss transfers to the customer, the terms of which are generally free on board shipping point. The Company uses customer purchase orders to determine the existence of an arrangement. The Company uses shipping documents and third-party proof of delivery to verify that title has transferred. The Company assesses whether the price is fixed or determinable based upon the terms of the agreement associated with the transaction. To determine whether collection is probable, the Company assesses a number of factors, including past transaction history with the customer and the creditworthiness of the customer.

Consolidation

The accompanying consolidated financial statements include the accounts of SpectraScience, Inc. and its wholly-owned subsidiaries LUMA, International and Spectra UK. All significant intercompany balances and transactions have been eliminated in consolidation.

Risks and Uncertainties

The Company operates in an industry that is subject to intense competition, government regulation and rapid technological change. The Company’s operations are subject to significant risk and uncertainties, including financial, operational, technological, regulatory and other risks associated with a short history of product sales, including the potential risk of business failure.

Use of Estimates

The Company prepares its unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, which requires management to make estimates and assumptions that affect the amounts reported in the financial statements and disclosures made in the accompanying notes to the financial statements. Significant estimates made by management include, among others, realization of long-lived assets including intangible assets, assumptions used to value stock options, assumptions used to value the common stock issued and assumptions related to the determination of the fair value of the derivative components associated with the Company’s Convertible Debentures. Actual results could differ from those estimates.

Inventory Valuation

The Company states its inventory at the lower of cost or market value, determined on a specific cost basis. The Company provides inventory allowances when conditions indicate that the selling price could be less than cost due to obsolescence and reductions in estimated future demand. The Company balances the need to maintain strategic inventory levels with the risk of obsolescence due to changing technology and customer demand levels. Unfavorable changes in market conditions may result in a need for additional inventory reserves that could adversely impact the Company’s gross margins. Conversely, favorable changes in demand could result in higher gross margins when the Company sells products.

SpectraScience, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

Valuation of Long-lived Assets

The Company’s long-lived assets consist of property and equipment and intangible assets. Equipment is carried at cost and is depreciated over the estimated useful lives of the assets, which are generally two to three years, and leasehold improvements are amortized over the lesser of the lease term or the estimated useful lives of the improvements. The straight-line method is used for depreciation and amortization. Intangible assets consist of patents, which are amortized using the straight-line method over the estimated useful lives of the patents. The Company does not capitalize external legal costs and filing fees associated with obtaining patents on its new discoveries. Acquired intellectual property is recorded at cost and is amortized over its estimated useful life. The Company believes the useful lives assigned to these assets are reasonable. The Company assesses the recoverability of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. These computations utilize judgments and assumptions inherent in management’s estimate of future cash flows to determine recoverability of these assets. If management’s assumptions about these assets were to change as a result of events or circumstances, the Company may be required to record an impairment loss.

Variable Conversion Rate Debentures

Starting in 2015, the Company entered into convertible debentures with floating exercise prices discounted to market prices. As a result, a significant number of shares were either issued or may be issued at deeply discounted variable conversion prices. The downward pressure placed on the Company’s stock as a result of these conversions can be classified as “death spirals” since the investors have no incentive to maintain a stable stock price. The Company accounts for these debentures as derivative liabilities which means the debentures are revalued at the end of each period and gains and losses are recognized at the issuance of the debentures and on the conversion of the debentures.

Over Commitment of Shares

Since the number of shares issuable under convertible debentures with floating exercise prices is undeterminable, the Company may be required to issue shares in excess of the number of shares authorized by its shareholders. As a result, when the Company determines that is does not have sufficient shares to meet the obligations of derivative unexercised debentures, warrants and options, the derivatives must be valued using the Black Scholes ~~Option~~option ~~Pricing~~pricing ~~method~~model and a liability is recorded as though the obligations would be settled using some means other than stock.

Stock-Based Compensation

The Company accounts for stock-based compensation under the provisions of FASB ASC Topic 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black Scholes option- pricing model (the “Black- Scholes Model”). The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. The Company estimates forfeitures at the time of grant and revises its estimate in subsequent periods if actual forfeitures differ from those estimates.

The Company accounts for stock-based compensation awards to non-employees in accordance with FASB ASC Topic 505-50, Equity-Based Payments to Non-Employees (“ASC 505-50”). Under ASC 505-50, the Company determines the fair value of the warrants or stock-based compensation awards.

SpectraScience, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.

All issuances of stock options or other equity instruments to employees and non-employees as the consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued. Any stock options issued to non-employees are recorded in expense and additional paid-in capital in shareholders’ equity over the applicable service periods using variable accounting through the vesting dates based on the fair value of the options at the end of each reporting period.

As of ~~March~~June 3130, 2017, the Company had one stock-based employee compensation plan under which it makes grants, the 2011 Equity Incentive Plan (the “EIP”). The EIP provides for the grant of incentive stock options (“ISOs”), nonqualified stock options (“NQSOs”) and restricted stock awards to full-time employees (who may also be directors) and NQSOs and restricted stock awards to non-employee directors, consultants, customers, vendors or providers of services. The exercise price of any ISO may not be less than the fair market value of the common stock on the date of grant and the term shall not exceed ten years. The amount reserved under the 2011 EIP is 40,000,000 shares of common stock. At ~~March~~June 3130, 2017, the Company had options outstanding exercisable into up to 34,168,800 shares of stock under the EIP of which up to 2628,~~725~~058,~~761~~674 shares were exercisable. Awards under the Company’s EIP generally vest over four years.

The fair value of options granted are estimated at the date of grant using a Black Scholes Model which includes several variables including expected life, risk free interest rate, expected stock price volatility, stock option exercise patterns and expected dividend yield. The Company also must estimate forfeitures for employee stock options. There were no stock options granted during the ~~three~~six month periods ended ~~March~~June 3130, 2017 and 2016.

Earnings (Loss) Per Share

Basic loss per share is computed by dividing loss available to common shareholders by the weighted-average number of common shares outstanding. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Common equivalent shares are excluded from the computation if their effect is anti-dilutive.

For the ~~three~~six month periods ended ~~March~~June 3130, 2017 and 2016, the following common equivalent shares were excluded from the computation of loss per share since their effects are anti-dilutive.

SpectraScience, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

	March 31, 2017		March 31, 2016
	June 30, 2017		June 30, 2016
Preferred Stock		3,085,000		3,085,000
Convertible debentures		14,~~604~~594,~~110~~144,~~127~~575		~~378~~247,~~651~~559,~~041~~219
Options		34,168,800		34,168,800
Warrants		~~111~~114,~~200~~750,650		132,875,170
Total		14,~~752~~746,~~564~~149,~~577~~025		~~548~~417,~~780~~688,~~011~~189

The following table sets forth the computation of basic and diluted loss per share for the three and six month periods ended ~~March 31~~June 30, 2017 and 2016:

	Three Months Ended						Six Months Ended
	March 31,
	June 30,						June 30,
	2017			2016			2017			2016
Numerator:
Net loss for basic earnings per share	$	(1,~~003~~251,~~776~~207	)	$	(288,~~056,334~~182	)	$	(2,254,983	)	$	(2,144,516	)
Net loss for diluted earnings per share	$	(1,~~003~~251,~~776~~207	)	$	(288,~~056,334~~182	)	$	(2,254,983	)	$	(2,144,516	)
Denominator:
Weighted average basic shares outstanding		1,~~090~~490,~~120~~570,~~075~~290			~~609~~668,~~825~~866,~~530~~352			1,291,451,398			640,797,803
Denominator for diluted earnings per share-Adjusted weighted average shares		1,090,120,075			609,825,530
Denominator for diluted earnings per share- Adjusted weighted average shares		1,490,570,290			668,866,352			1,291,451,398			640,797,803
Income (loss) per share
Loss per share
Basic	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Inventory

Inventory consisted of the following at ~~March~~June 3130, 2017 and December 31, 2016:

	March 31, 2017		December 31, 2016
	June 30, 2017		December 31, 2016
Raw materials	$	256,163	$	256,163
Finished goods		37,697		30,868
		293,860		287,031
Reserve for obsolescence		-		-
		293,860		287,031
Less long-term portion		196,437		196,437
	$	97,423	$	90,594

SpectraScience, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

During the year ended December 31, 2016, the Company purchased the inventory of Oncoscope, Inc. from the Trustee of Ondoscope’s bankruptcy proceeding for a total of $40,000. This amount, net of amounts sold of $2,100, has been included in raw materials.

Recently Adopted and Issued Accounting Pronouncements

In May ~~August~~ 2014, the Financial Accounting Standards Board (FASB) issued ~~FASB~~Accounting ~~ASU2014~~Standard Update No. 2014-1509, ~~Presentation~~ ofRevenue ~~Financial~~from ~~Statements—Going~~Contracts with ~~Concern~~Customers (~~Subtopic~~Topic ~~205-40~~606):, ~~Disclosure of Uncertainties about~~ an ~~Entity’s Ability~~updated tostandard ~~Continue~~on asrevenue ~~a Going Concern~~recognition. ~~FASB~~ ASU 2014-1509 ~~changes~~provides enhancements to the ~~disclosure~~quality and consistency of ~~uncertainties~~how ~~about~~revenue anis ~~entity’s~~reported ~~ability to~~by ~~continue~~companies aswhile aalso ~~going~~improving ~~concern.~~comparability ~~These~~in ~~changes~~the ~~require~~financial anstatements ~~entity’s~~of ~~management~~companies toreporting using ~~evaluate~~International ~~whether~~Financial ~~there~~Reporting ~~are~~Standards ~~conditions~~ or ~~events,~~ ~~considered~~GAAP. inThe ~~the~~main ~~aggregate,~~purpose ~~that~~of ~~raise~~the ~~substantial~~new ~~doubt~~standard ~~about~~is ~~the~~for ~~entity’s~~companies ~~ability~~ to ~~continue as a going concern~~recognize ~~within~~revenue ~~one~~to ~~year~~depict ~~after~~ the ~~date~~transfer ~~that~~of ~~financial~~goods ~~statements~~or ~~are~~services ~~issued.~~to ~~Substantial~~customers ~~doubt~~in isamounts ~~defined~~that asreflect anthe ~~indication~~consideration ~~that~~to itwhich isa company ~~probable~~expects ~~that~~to ~~an entity will~~ be ~~unable~~entitled toin ~~meet~~exchange ~~its~~for ~~obligations~~those asgoods ~~they~~or ~~become~~services. ~~due~~The ~~within~~new ~~one~~standard ~~year~~also ~~after~~will ~~the~~result ~~date~~in ~~that~~enhanced ~~financial~~disclosures about ~~statements~~revenue, ~~are~~provide ~~issued.~~guidance Iffor ~~management~~transactions ~~has concluded~~ that ~~substantial~~were ~~doubt~~not ~~exists,~~previously ~~then~~addressed ~~the~~comprehensively ~~following~~and ~~disclosures~~improve ~~should~~guidance befor ~~made~~multiple-element inarrangements. ~~the~~In ~~financial~~August ~~statements:~~2015, ~~(i)~~the ~~principal~~FASB ~~conditions~~issued orASU ~~events~~No. ~~that~~2015-14, ~~raised~~Revenue ~~the~~from ~~substantial~~Contracts ~~doubt,~~with ~~(ii)~~Customers: ~~management’s~~Deferral ~~evaluation~~ of the ~~significance~~Effective Date, ofwhich ~~those~~deferred ~~conditions~~the oreffective ~~events~~date inof ~~relation to~~ the ~~entity’s~~new ~~ability~~revenue tostandard ~~meet~~for ~~its~~periods ~~obligations,~~beginning ~~(iii)~~after ~~management’s plans~~December ~~that~~15, ~~alleviated~~2016 ~~the~~to ~~initial substantial doubt or~~December 15, ~~if substantial doubt was not alleviated~~2017, ~~management’s~~with ~~plans~~early ~~that are~~adoption ~~intended~~permitted tobut atnot ~~least~~earlier ~~mitigate~~than the ~~conditions~~original oreffective ~~events~~date. ~~that raise substantial doubt~~Accordingly, ~~and (iv) if~~ the ~~latter~~updated instandard ~~(iii)~~ is ~~disclosed,~~ ~~an explicit statement that there is substantial doubt about the entity’s ability to continue as a going concern. These changes became~~ effective for the Company ~~for~~in the ~~2016~~first ~~annual~~quarter ~~period. Management has evaluated the impact~~ of ~~the~~fiscal ~~adoption~~2018. ofThe ~~these~~Company ~~changes and~~is ~~has~~currently ~~determined~~expecting ~~there~~to ~~will~~use ~~be no material impact on~~ the ~~consolidated~~modified ~~financial~~retrospective method ~~statements. Subsequent~~ to ~~adoption,~~adopt this ~~guidance will~~standard ~~need~~and tois becontinuing ~~applied~~to byassess ~~management~~all atof the ~~end~~potential impacts of ~~each~~the ~~annual~~new ~~period~~standard ~~and~~on ~~interim~~its ~~period~~consolidated financial ~~therein~~statements toand ~~determine~~related ~~what~~disclosures, ifalthough ~~any,~~we ~~impact there~~do ~~will~~not beexpect on the ~~consolidated~~implementation ~~financial~~to ~~statements~~have in a ~~given~~material ~~reporting period~~impact.

In February ~~April 2015~~2016, the FASB issued ASU No. ~~2015~~2016-302, ~~Simplifying~~Leases ~~the~~(Topic ~~Presentation of Debt Issuance Costs~~842). ~~This~~Under ~~update changes~~ the ~~presentation~~new ofguidance, ~~debt~~lessees ~~issuance costs~~will inbe ~~the~~required ~~balance sheet. ASU 2015-03 requires debt issuance costs related~~ to recognize a ~~recognized~~lease ~~debt~~liability ~~obligation~~and toa beright-of-use ~~presented~~asset ~~in the~~for ~~balance~~all ~~sheet~~leases as(with ~~a direct deduction from~~ the ~~carrying~~exception ~~amount~~ of ~~the~~short ~~related~~term ~~debt~~leases) ~~liability~~at ~~rather~~the ~~than~~commencement ~~being presented as~~date. anLessor ~~asset.~~accounting ~~Amortization~~under ofASU ~~debt~~2016-02 ~~issuance~~is ~~costs~~largely ~~will~~unchanged. ~~continue~~ASU to2016-02 beis ~~reported~~effective asfor ~~interest~~annual ~~expense.~~and Ininterim ~~August~~periods ~~2015,~~beginning ~~the~~on or ~~FASB~~after ~~issued ASU~~December ~~2015-~~15, ~~“Presentation~~2018 and ~~Subsequent~~early ~~Measurement~~adoption ofis ~~Debt Issuance Costs Associated with Line-of-Credit Arrangements”~~permitted. ~~This~~ Under ASU ~~clarified guidance in ASC 2015~~2016-0302, ~~stating~~lessees ~~that~~(for ~~the~~capital ~~SEC~~and ~~staff~~operating ~~would~~leases) ~~not object to a company presenting debt issuance costs~~and ~~related~~lessors to(for ~~a line~~sales-~~of-credit~~type, ~~arrangement~~direct onfinancing, ~~the~~and ~~balance~~operating ~~sheet~~leases) asmust apply a ~~deferred~~modified ~~asset,~~retrospective ~~regardless~~transition ofapproach ~~whether~~for ~~there were any outstanding~~leases ~~borrowings~~existing at, ~~period-end.~~or ~~This~~entered ~~update~~into isafter, ~~effective~~the ~~for~~beginning ~~annual~~of ~~and~~the ~~interim~~earliest ~~periods~~comparative ~~beginning~~period ~~after~~presented ~~December~~in ~~15,~~the ~~2015,~~financial ~~which~~statements. ~~required~~Lessees usand tolessors ~~adopt~~may ~~these~~not ~~provisions~~apply ina ~~the~~full ~~first~~retrospective ~~quarter~~transition ~~of 2016~~approach. ~~This~~The ~~update~~ASU ~~was~~will ~~applied~~be oneffective afor ~~retrospective~~the ~~basis,~~Company ~~wherein~~starting ~~the~~on ~~balance~~January ~~sheet~~1, of2019. ~~each~~The ~~period~~Company ~~presented~~is ~~was~~continuing ~~adjusted~~ to ~~reflect~~evaluate the ~~effects~~impact of ~~applying~~ the ~~new~~application ~~guidance.~~of ~~The~~this ~~adoption~~ASU ofon ~~this~~our ~~guidance~~consolidated financial statements ~~did~~and ~~not~~disclosures. ~~have~~We aexpect ~~material~~to ~~impact~~recognize onright ~~our~~of ~~consolidated~~use ~~financial~~assets ~~statements~~and lease liabilities.

In November 2015, the FASB issued ASU No 2015-17, Income Taxes (Topic 740). The amendments in ASU 2015-17 change the requirements for the classification of deferred taxes on the balance sheet. Currently, GAAP requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. To simplify the presentation of deferred income taxes, the amendments in this ASU require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The pronouncement is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2016. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The Company has early adopted this pronouncement for the fiscal reporting period ended December 31, 2016, and has reclassified the presentation of deferred income taxes in the prior period to conform with the current year classification in the consolidated balance sheets. As a result of the Company having recognized a valuation reserve for the entire deferred tax liability balance at March 31, 2017 and December 31, 2016, there is no impact of the presentation of deferred income taxes in our financial statements.

In January 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The update intends to enhance the reporting model for financial instruments to provide users of financial statements with more decision-useful information and addresses certain aspects of the recognition, measurement, presentation, and disclosure of financial instruments. The new standard affects all entities that hold financial assets or owe financial liabilities. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Management is evaluating the impact of the adoption of these changes will have on the consolidated financial statements.

Reclassifications

Certain reclassifications have been made to the 2016 financial statements in order for them to conform to the 2017 presentation. Such reclassifications have no impact on the Company’s financial position or results of operations.

SpectraScience, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

3. Liabilities

Note Payable

In November 2014, the Company issued for cash of $100,000 an unsecured note payable and a five-year warrant with an exercise price of $0.09 per share for the purchase of up to 50,000 shares of common stock. The terms of the note were a repayment of $115,000 if paid by February 18, 2015 and, if paid thereafter, the principal balance of the note was to be increased to $137,982 as of October 1, 2015 and interest accrues at 20% from October 1, 2015 until paid. During the ~~three~~six months ended ~~March~~June 3130, 2017, $25,000 principal of this note was assigned to a third party who paid a like amount to the holder of the note. The balance of the note outstanding at ~~March~~June 3130, 2017, $112,982, continues to accrue interest at 20%.

Notes Payable- Related Parties

During the ~~three~~six months ended ~~March~~June 3130, 2016, two affiliates of the Company advanced to the Company cash in an accumulated amount of $35,000 in exchange for six-month 10% promissory notes. The balance of the notes ~~remains~~remain $35,000 at ~~March~~June 3130, 2017.

Convertible Debentures

As of ~~March~~June 3130, 2017, the Company has issued and outstanding fixed rate Convertible Debentures (“Debentures”) with original terms of three months to one year, an interest rate ranging from 10-20% per year and an original issue discount ranging from 5% to 10% which, at the option of the holder, may convert into common stock at initial conversion prices ranging from $0.01 to $0.099 per share.

The Debentures were issued with detachable five year cashless Holders Warrants that allow the holders to purchase one share of stock for each two shares available under the converted Debentures at an exercise price ranging from $0.02 to $0.1287 per share. In addition, the Company issued five-year cashless Agent Warrants equal to 10% of the total number of shares issuable under the Debentures and Holders Warrants at exercise prices ranging from $0.0745 to $0.1287 per share. For debentures issued through June 30, 2013, at the option of the Debenture holder, the terms of the Debentures and Holders Warrants are subject to an exchange feature in the event that the Company issues securities with terms more favorable than those of the then outstanding Debentures and Holders Warrants. Debentures issued subsequent to June 30, 2013 do not contain such an exchange clause. During the six months ended June 30, 2017, Debentures with an accumulated principal balance of $150,000 and $13,767 of accrued interest were assigned to a third party note holder. The new notes contain variable conversion rates discussed below. The gross amount of Debentures with fixed conversion rates outstanding is $5,977,082 as of June 30, 2017.

During the six months ended June 30, 2017, the Company has issued and outstanding Convertible Debentures (“Variable Debentures”) with original terms of 9 months to one year, interest rates ranging from 0-10% per year and original issue discounts ranging from 0-10% which contain variable conversion rates ranging from discounts of 40-50% of the Company’s common stock based on the Company’s common stock trading prices ranging from 10-25 days previous to conversion. The Variable Debentures contain prepayment options which enable the Company to prepay the notes for periods of 0-180 days subsequent to issuance at premiums ranging from 0-50%. The gross amount of Variable Debentures outstanding is $472,449 as of June 30, 2017.

As of June 30, 2017 and December 31, 2016, the balances of the Debentures and Variable Debentures are as follows:

SpectraScience, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

The Debentures were issued with detachable five year cashless Holders Warrants that allow the holders to purchase one share of stock for each two shares available under the converted Debentures at an exercise price ranging from $0.02 to $0.1287 per share. In addition, the Company issued five-year cashless Agent Warrants equal to 10% of the total number of shares issuable under the Debentures and Holders Warrants at exercise prices ranging from $0.0745 to $0.1287 per share. For debentures issued through March 31, 2013, at the option of the Debenture holder, the terms of the Debentures and Holders Warrants are subject to an exchange feature in the event that the Company issues securities with terms more favorable than those of the then outstanding Debentures and Holders Warrants. Debentures issued subsequent to March 31, 2013 do not contain such an exchange clause. During the three months ended March 31, 2017, Debentures with an accumulated principal balance of $150,000 and $13,767 of accrued interest were assigned to a third party note holder. The new notes contain variable conversion rates discussed below. The gross amount of Debentures with fixed conversion rates outstanding is $5,977,082 as of March 31, 2017.

	June 30, 2017			December 31, 2016

Balance at beginning of period	$	6,415,305		$	6,174,760
Issuance of debentures for cash		123,750			320,000
Issuance of debentures for services		21,250			15,000
Issuance of debentures for forbearance		16,064			65,282
Debentures repaid in cash		(669	)		-
Debentures converted to common stock		(164,936	)		(291,754	)
Debentures exchanged for new debentures		38,767			132,017
Convertible debt		6,449,531			6,415,305
Less unamortized costs of financing		249,988			203,444
Convertible debt, net of unamortized costs	$	6,199,543		$	6,211,861

Convertible debt in default	$	6,068,243		$	5,991,570

During the three months ended March 31, 2017, the Company has issued and outstanding Convertible Debentures (“Variable Debentures”) with original terms of 9 months to one year, interest rates ranging from 0-10% per year and original issue discounts ranging from 0-10% which contain variable conversion rates ranging from discounts of 40-50% of the Company’s common stock based on the Company’s common stock trading prices ranging from 10-25 days previous to conversion. The Variable Debentures contain prepayment options which enable the Company to prepay the notes for periods of 0-180 days subsequent to issuance at premiums ranging from 0-50%. The gross amount of Variable Debentures outstanding is $480,040 as of March 31, 2017.

As of March 31, 2017 and December 31, 2016, the balances of the Debentures and Variable Debentures are as follows:

	March 31, 2017			December 31, 2016
Balance at beginning of period	$	6,415,305		$	6,174,760
Issuance of debentures for cash		60,000			320,000
Issuance of debentures for services		10,000			15,000
Issuance of debentures for forbearance		16,064			65,282
Debentures repaid in cash		(669	)		-
Debentures converted to common stock		(82,345	)		(291,754	)
Debentures exchanged for new debentures		38,767			132,017
Convertible debt		6,457,122			6,415,305
Less unamortized costs of financing		325,848			203,444
Convertible debt, net of unamortized costs	$	6,131,274		$	6,211,861
Convertible debt in default	$	5,998,875		$	5,991,570

Secured Convertible Note

During the ~~three~~six months ended ~~March~~June 3130, 2017, the Company issued for cash of $~~250~~300,000 Secured Convertible Debentures (the “Secured Debentures”) to two accredited investors. The terms of the Debentures are for three years, a conversion price of $0.01 per share and an annual interest rate of 8%. The secured interest is on all of the assets of the Company. In addition, the Company issued to the holder of $~~100~~150,000 Secured Debentures, a five year common stock purchase ~~warrant~~warrants to purchase up to 58,000,000 shares of common stock with an exercise ~~price~~prices of $0.02 per share. The value of ~~this~~these ~~warrant~~warrants, $~~292~~584, was determined using the Black Sholes ~~Method~~option pricing model and was reflected as a discount to the Secured Debenture.

SpectraScience, Inc.

Notes to Unaudited Condensed Financial Statements (continued)

Derivative Liability

Since the Company issued Convertible Debentures which included Holders Warrants, Agent Warrants and a conversion option that includes a possible exchange feature in the event of a future financing on terms more favorable than those of the existing warrants and debentures, this results in the warrants and conversion feature of the debentures being recorded as a liability and measured at fair value. In addition, outstanding Variable Debentures contain variable conversion rates based on unknown future prices of the Company’s common stock resulting in a conversion feature. The Company measures these warrants and conversion features using the Black Scholes option pricing model. The period over which the Company will be required to evaluate the fair value of the warrants is approximately five years and the period over which the Company will be required to evaluate the fair value of the conversion features are six to twelve months or conversion.

fair value. In addition, outstanding Variable Debentures contain variable conversion rates based on unknown future prices of the Company’s common stock resulting in a conversion feature. The Company measures these warrants and conversion features using the Black Scholes Model. The period over which the Company will be required to evaluate the fair value of the warrants is approximately five years and the period over which the Company will be required to evaluate the fair value of the conversion features are six to twelve months or conversion.

The assumptions used in determining fair value represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if factors change, including changes in the market value of the Company’s common stock, managements’ assessment of the probability of a more favorably priced future financing or significant fluctuations in the volatility of the trading market for the Company’s common stock, the Company’s fair value estimates could be materially different in the future.

The Company computes the fair value of the derivative liability at each reporting period and the change in the fair value is recorded as non-cash expense or non-cash income. The key component in the value of the derivative liability is the Company’s stock price, which is subject to significant fluctuation and is not under the Company’s control. Therefore, the resulting effect on net loss is subject to significant fluctuation and will continue to be so until the Company’s Debentures, which the convertible feature is associated with, are converted into common stock or paid in full with cash. Assuming all other fair value inputs remain constant, the Company will record non-cash expense when its stock price increases and non-cash income when its stock price decreases.

In addition, since the number of shares issuable under the Variable Debentures are undeterminable, the Company may be required to issue shares in excess of the number of shares authorized by its shareholders. As a result, when the Company determines that is does not have sufficient shares to meet the obligations of derivative unexercised debentures, warrants and options, the derivatives must be valued using the Black Scholes Option Pricing method and a liability is recorded as though the obligations would be settled using some means other than stock. For the three months ended March 31, 2017, the Company determined that it was over committed to the number of shares issuable on the exercise of outstanding debentures, stock options and warrants for approximately 1,166,000,000 shares.15

As of March 31, 2017 and December 31, 2016, the balances of the Derivative Liability are as follows:

SpectraScience, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

							Commitment
							In Excess of
				Conversion			Authorized
	Warrants			Feature			Stock			Total
Balance at January 1, 2016	$	60,420		$	495,473		$	64,428		$	620,321
Liability on issuance of debt and warrants		44,394			697,256			-			741,650
Change in fair value at year end		(22,378	)		718,458			-			696,080
Elimination of liability on conversion		-			(1,232,151	)		-			(1,232,151	)
Over commitment of stock		-			-			(5,972	)		(5,972	)
Balance at December 31, 2016	$	82,436		$	679,036		$	58,456		$	819,928
Liability on issuance of debt and warrants		2,842			627,510			-			630,352
Change in fair value at year end		(55,329	)		(112,458	)		-			(167,787	)
Elimination of liability on conversion		-			(410,509	)		-			(410,509	)
Over commitment of stock		-			-			(38,902	)		(38,902	)
Balance at March 31, 2017	$	29,949		$	783,579		$	19,554		$	833,082

will continue to be so until the Company’s Debentures, which the convertible feature is associated with, are converted into common stock or paid in full with cash. Assuming all other fair value inputs remain constant, the Company will record non-cash expense when its stock price increases and non-cash income when its stock price decreases.

~~Debentures~~In ~~with~~addition, ~~warrants~~since ~~attached~~the ~~issued~~number ~~subsequent~~of shares issuable under the Variable Debentures are undeterminable, the Company may be required to issue ~~March~~shares 31in excess of the number of shares authorized by its shareholders. As a result, ~~2013~~when ~~did~~the Company determines that is does not ~~contain~~have ansufficient ~~exchange~~shares ~~provision~~to meet the obligations of derivative unexercised debentures, warrants and ~~were~~options, ~~accounted~~the ~~for~~derivatives must be valued using the Black Scholes option pricing model and a liability is recorded as though the obligations would be settled using some means other than stock. For the ~~equity~~six ~~method~~months ended June 30, 2017, the Company determined that it was over committed to the number of ~~valuing~~shares issuable on the ~~note~~exercise of outstanding debentures, stock options and ~~warrant~~warrants for approximately 3,706,000,000 shares.

As of June 30, 2017 and December 31, 2016, the balances of the Derivative Liability are as follows:

							Commitment
							In Excess of
	Warrants			Conversion Feature			Authorized Stock			Total

Balance at January 1, 2016	$	60,420		$	495,473		$	64,428		$	620,321

Liability on issuance of debt and warrants		44,394			697,256			-			741,650
Change in fair value at year end		(22,378	)		718,458			-			696,080
Elimination of liability on conversion		-			(1,232,151	)		-			(1,232,151	)
Over commitment of stock		-			-			(5,972	)		(5,972	)
Balance at December 31, 2016	$	82,436		$	679,036		$	58,456		$	819,928

Liability on issuance of debt and warrants		4,268			762,134			-			766,402
Change in fair value at year end		(71,602	)		355,833			-			284,231
Elimination of liability on conversion		-			(607,914	)		-			(607,914	)
Over commitment of stock		-			-			(39,397	)		(39,397	)
Balance at June 30, 2017	$	15,102		$	1,189,089		$	19,059		$	1,223,250

Debentures with warrants attached issued subsequent to June 30, 2013 did not contain an exchange provision and were accounted for using the equity method of valuing the note and warrant.

4. Shareholders’ Deficit

Common Stock

During the ~~three~~six months ended ~~March~~June 3130, 2017, holders of Convertible Debentures with a face value of $82164,~~345~~938 and accrued interest of $613,~~074~~ 629 converted their debentures into ~~529~~1,~~648~~079,~~837~~114,357 shares of common stock. In addition, associated with these debentures, the ~~Company~~ Company recorded a gain on extinguishment of debt of $15172,~~651~~124.

Warrants

During the ~~three~~six months ended ~~March~~June 3130, 2017, in conjunction with the sale of Convertible Debentures, the Company issued a five-year ~~common~~ common stock purchase ~~warrant~~warrants to acquire up to 58,000,000 shares to holders of the Debentures. In addition, the Company issued a five-year common stock purchase ~~warrant~~warrants to acquire up to ~~500~~1,050,000 shares to an agent who assisted in this financing. These warrants ~~have~~ have an exercise price of $0.02 per share. The value of the warrants was determined using the Black Sholes ~~Model.~~option ~~The~~pricing ~~value of the warrant issued to the note holder, $2,925, was reflected as a discount to the note and the value of the warrant issued to the agent, $292, was reflected as a non-cash operating expense~~model.

In March 2016, the Company issued a warrant exercisable into up to 1,000,000 shares of common stock in exchange for services provided by a consultant. The value of these warrants, $1,652, was determined using the Black Scholes Model and was included as non-cash expenses and additional paid-in capital during the three months ended March 31, 2016.16

SpectraScience, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

The ~~balance~~value of ~~all~~the warrants ~~outstanding~~issued to the note holder, $4,386, were reflected as a discount to the notes and the value of ~~March~~the 31warrants issued to the agent, ~~2017~~$584, iswere reflected as ~~follows:~~a non-cash operating expense.

				Weighted		Weighted
				Average		Average
				Exercise		Fair
	Warrants			Price		Value
Outstanding at January 1, 2017		132,278,221		$	0.0765
Granted		5,500,000		$	0.0200	$	0.0006
Cancelled		(26,577,571	)	$	0.0745
Exercised		-		$	-
Outstanding at March 31, 2017		111,200,650		$	0.0742
Exercisable at March 31, 2017		111,200,650		$	0.0742

In March 2016, the Company issued a warrant exercisable into up to 1,000,000 shares of common stock in exchange for services provided by a consultant. The value of these warrants, $1,652, was determined using the Black Scholes option pricing model and was included as non-cash expense and additional paid-in capital during the six months ended June 30, 2016.

The balance of all warrants outstanding as of June 30, 2017 is as follows:

				Weighted		Weighted
				Average		Average
				Exercise		Fair
	Warrants			Price		Value
Outstanding at January 1, 2017		132,278,221		$	0.0765
Granted		9,050,000		$	0.0200	$	0.0005
Cancelled		(26,577,571	)	$	0.0745
Exercised		-		$	-
Outstanding at June 30, 2017		114,750,650		$	0.0725

Exercisable at June 30, 2017		114,750,650		$	0.0725

Stock Options

Options outstanding as of ~~March~~June 3130, 2017 are as follows:

			Weighted		Weighted Average
			Weighted Average		Weighted Average Remaining		Aggregate
			Average		Remaining		Aggregate
			Exercise Price		Contractual		Intrinsic
	Options		Per Share		Term (years)		Value (1)
Outstanding at January 1, 2017		34,168,800	$	0.02		7.03
Granted		-	$	-		-
Cancelled		-	$	-		-
Exercised		-	$	-		-
Outstanding at March 31, 2017		34,168,800	$	0.02		6.79	$	-
Outstanding at June 30, 2017		34,168,800	$	0.02		6.54	$	-
Exercisable at March 31, 2017		26,725,761	$	0.02		6.79	$	-
Exercisable at June 30, 2017		28,058,674	$	0.02		6.54	$	-
Weighted average fair value of options granted during the period		-	$	-

(1) These amounts represent the excess, if any, between the exercise price and $0.~~0006~~0003, the closing market price of the Company’s common stock on ~~March~~June 3130, 2017 as quoted on the Pink Sheets under the symbol “SCIE”.

At ~~March~~June 3130, 2017, total unrecognized estimated employee compensation cost related to non-vested stock options granted prior to that date is $~~133~~93,~~323~~322, which we expect to be recognized over the next year.

SpectraScience, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

Series AA Preferred Shares

On April 15, 2016, the Board of Directors of the Company authorized an amendment to the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), in the form of a Certificate of Designation that authorized the issuance of up to three thousand (3,000) shares of a new series of preferred stock, par value $0.001 per share, designated “Series AA Super Voting Preferred Stock,” for which the board of directors established the rights, preferences and limitations thereof.

18Each holder of outstanding shares of Series AA Super Voting Preferred Stock shall be entitled to one million (1,000,000) votes for each share of Series AA Super Voting Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company. The holders are restricted from voting the preferred shares for any proposal on the election of directors. The Company recorded a special dividend and valued the Series AA Super Voting Preferred Stock at $25,000 as of June 30, 2017 and December 31, 2016.

SpectraScience, Inc.

Notes to Unaudited Condensed Financial Statements (continued)

Each holder of outstanding shares of Series AA Super Voting Preferred Stock shall be entitled to one million (1,000,000) votes for each share of Series AA Super Voting Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company. The holders are restricted from voting the preferred shares for any proposal on the election of directors. The Company recorded a special dividend and valued the Series AA Super Voting Preferred Stock at $25,000 as of March 31, 2017 and December 31, 2016.

5. Fair Value Measurements

Accounting guidance on fair value measurements and disclosures defines fair value, establishes a framework for measuring the fair value of assets and liabilities using a hierarchy system, and defines required disclosures. It clarifies that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts business.

required disclosures. It clarifies that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts business.

The Company’s balance sheet contains derivative and warrant liabilities that are recorded at fair value on a recurring basis. The three-level valuation hierarchy for disclosure of fair value is as follows:

Level 1: uses quoted market prices in active markets for identical assets or liabilities.

Level 2: uses observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3: uses unobservable inputs that are not corroborated by market data.

The fair value of the Company’s recorded derivative and warrant liabilities is determined based on unobservable inputs that are not corroborated by market data, which require a Level 3 classification. The Black Sholes ~~Model~~option pricing model was used to determine the fair value with similar assumptions to those described under “Stock-Based Compensation”. The Company records derivative and warrant liabilities on the condensed consolidated balance sheets at fair value with changes in fair value recorded in the condensed consolidated statements of operation.

19The following table presents the balances of derivative liabilities which are measured at fair value on a recurring basis by level as of June 30, 2017:

SpectraScience, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

The following table presents the balances of derivative liabilities which are measured at fair value on a recurring basis by level as of March 31, 2017:

	Fair Value Measurements Using
	Quoted Prices in		Significant Other		Significant
	Active Markets for		Observable		Unobservable
	Identical Assets		Inputs		Inputs
	(Level 1)		(Level 2)		(Level 3)		Total

As of June 30, 2017
Derivative liability	$	-	$	-	$	1,189,089	$	1,189,089
Warrant liability		-		-		15,102		15,102
Commitment in excess of authorized stock		-		-		19,059		19,059
Total	$	-	$	-	$	1,223,250	$	1,223,250

	Fair Value Measurements Using
	Quoted Prices in		Significant Other		Significant
	Active Markets for		Observable		Unobservable
	Identical Assets		Inputs		Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
As of March 31, 2017
Derivative liability	$	-	$	-	$	783,579	$	783,579
Warrant liability		-		-		29,949		29,949
Commitment in excess of authorized stock		-		-		19,554		19,554
Total	$	-	$	-	$	833,082	$	833,082

The following table presents changes in the derivative liabilities with significant unobservable inputs (Level 3) for the six months ended June 30, 2017:

The following table presents changes in the derivative liabilities with significant unobservable inputs (Level 3) for the three months ended March 31, 2017:

							Commitment
							In Excess of
	Warrant Liability			Derivative Liability			Authorized Stock			Total Liability
Balance December 31, 2016	$	82,436		$	679,036		$	58,456		$	819,928

Liability on issuance of debt and warrants		4,268			762,134			-			766,402

Elimination of liability on conversion		-			(607,914	)		-			(607,914	)

Change in estimated fair value (1)		(71,602	)		355,833			-			284,231

Change in commitment in excess of authorized stock		-			-			(39,397	)		(39,397	)

Balance June 30, 2017	$	15,102		$	1,189,089		$	19,059		$	1,223,250

							Commitment
							In Excess of
	Warrant			Derivative			Authorized			Total
	Liability			Liability			Stock			Liability
Balance December 31, 2016	$	82,436		$	679,036		$	58,456		$	819,928
Liability on issuance of debt and warrants		2,842			627,510			-			630,352
Elimination of liability on conversion		-			(410,509	)		-			(410,509	)
Change in estimated fair value (1)		(55,329	)		(112,458	)		-			(167,787	)
Change in commitment in excess of authorized stock		-			-			(38,902	)		(38,902	)
Balance March 31, 2017	$	29,949		$	783,579		$	19,554		$	833,082

(1) Included in the Condensed Statements of Operation on the line “Change in fair value of derivative and warrant liabilities.”

Management used the following inputs to value the Derivative and Warrant Liabilities for the ~~three~~six months ended ~~March~~June 3130, 2017:

	~~Derivative Liability~~	Derivative Liability	~~Warrant Liability~~	Warrant Liability
Expected term	~~6 months to 2 years~~	6 months to 2 years	~~5 years~~	5 years
Exercise price	~~$0.0001 - $0.074~~	$0.0001 - $0.074	~~$0.02 - $0.1287~~	$0.02 - $0.1287
Expected volatility	~~216% to 240%~~	216% to 240%	~~242% to 249%~~	242% to 251%
Expected dividends	~~None~~	None	~~None~~	None
Risk-free interest rate	~~0.79% to 1.06%~~	0.79% to 1.24%	~~1.93%~~	1.78% to 1.93%
Forfeitures	~~None~~	None	~~None~~	None

In computing the fair value of the derivative and warrant liability at March 31, 2017, management estimated a 60% probability of a down round financing event at a price of $0.025 and a 9% to 34% probability that existing note holders with exchange privileges would exchange their existing debentures and warrants for new debentures and warrants.19

SpectraScience, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

In computing the fair value of the derivative and warrant liability at June 30, 2017, management estimated a 60% probability of a down round financing event at a price of $0.025 and a 9% to 34% probability that existing note holders with exchange privileges would exchange their existing debentures and warrants for new debentures and warrants.

6. Contingencies

Legal Proceedings

On July 7, 2016, Oakmore Opportunity Fund I LP, a variable rate noteholder of SprectraScience, filed for a preliminary judgement of $116, 500 in the Superior Court for the County of Los Angeles, case number BC622542, related to a Convertible Note. Oakmore asserts that SpectraScience breached the terms of the Convertible Note due to not having sufficient authorized shares to enable Oakmore to convert its Note with a balance of $22,500. The Company did not object to the preliminary judgement. On October 19, 2016, the Judge issued a final judgement of $521,100. The Company is retaining litigation counsel and intends to vigorously defend the amount of the judgement. The amount of ultimate liability with respect to the foregoing cannot be determined, however, the Company has established a $150,000 contingency to cover the costs of litigation and the judgement. Despite the inherent uncertainties of litigation, the Company at this time does not believe that Oakmore’s claim will have a material adverse impact on its financial condition, results of operations, or cash flows.

7. Subsequent Events

Secured Convertible Debentures

In May 2017, the Company issued a $60,000 Secured Convertible Debenture (the “Debenture”) to one accredited investor for cash consideration of $50,000. The Debenture matures in three years, carries a fixed conversion price of $0.01, and an annual interest rate of 8%. The secured interest is on all of the assets of the Company and is shared equally with a previous secured party. In addition, the Company issued a five year common stock purchase warrant exercisable into up to 3,000,000 shares of common stock at an exercise price of $0.02.

Variable Rate Convertible Debentures

In ~~April~~July and August 2017, aholders ~~holder~~ of Variable Rate Convertible Debentures with principal of $437,~~116~~774 and accrued interest of $~~3,309~~528 converted ~~the~~a ~~remaining~~ portion of ~~one of~~ their debentures into 27723,~~000~~045,000 shares of common stock. In addition, in May 2017, the Company entered into a variable rate note accumulating $75,000 that can be repaid for a premium ranging from 20% to 35% if paid within 180 days. If paid subsequent to 180 days, the notes are convertible into common stock at a discount to the market price.

In July 2017, the Company issued a $35,000 Variable Rate Convertible Debenture (the “Debenture”) to an accredited investor for cash consideration of $20,000. The Debenture matures on December 2, 2017, has a variable conversion rate of 50% discount to the lowest trade 20 days previous to conversion, and an annual interest rate of 8%.

In August 2017, the Company issued a $43,000 Variable Rate Convertible Debenture (the “Second Debenture”) to one accredited investor for cash consideration of $0, payment of fees of $39,000 and an original issue discount of $4,000. The Second Debenture matures on May 9, 2018, has a variable conversion rate of 45% discount to the lowest trade 25 days previous to conversion, and an annual interest rate of 12%.

Increase in Authorized Shares

On ~~April~~July 2427, 2017, the Company’s shareholders approved an increase in authorized capital stock from 23 billion shares to 35 billion shares. The increase in authorized shares will become effective 20 days after the mailing of a Definitive 14C to shareholders.

Subsequent events have been evaluated through the date financial statements are filed with the Securities and Exchange Commission.

2120

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

Forward-Looking Statements

This quarterly report on Form 10-Q (the “Report”) contains forward-looking statements that are not related to historical results, including, without limitation, statements regarding our business strategy and objectives, our anticipated duration of periods of net loss, our near term operating goals, our expectations regarding the market for our products, the introduction of our products in new international markets and our beliefs with respect to opportunities and industry conditions in those markets, our beliefs about our products, product development, acquisition or licensing of complementary technologies and expectations with respect to our products’ performance and acceptance, the results of and our intentions with respect to our distribution agreement with PENTAX Europe GmbH, our beliefs about the strengths of our intellectual property portfolio, our regulatory goals and developments, anticipated clinical trials and research, our agreements with Laidlaw and other agents and their effect on our future capital resources and future financial position, our expectations with respect to stock option expense recognition, our future cash needs, the sufficiency of our working capital and our operating losses for the remainder of the current fiscal year. Although we believe that the assumptions on which these forward-looking statements are based are reasonable, there can be no assurance that such assumptions will prove to be accurate and actual results could differ materially from those discussed in the forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause or contribute to such differences, including, but not limited to, changes in law or regulatory policies, unanticipated competition from other similar businesses, adverse outcomes from litigation, unexpected employee departures or disruptions, adverse market and general economic factors and other factors described in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016. Such forward-looking statements are qualified in their entirety by the cautions and risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

Business

SpectraScience, Inc. (the “Company,” “SpectraScience,” “we,” “our,” or “us”) develops and manufactures innovative Laser Induced Fluorescence spectrophotometry systems capable of determining whether tissue is normal, pre-cancerous or cancerous without removing tissue from the body. The WavSTAT Optical Biopsy System (the “WavSTAT System”) is SpectraScience’s first product to incorporate its proprietary fluorescence technology for clinical use. The WavSTAT System carries the CE mark designation which allows for the sale and marketing in the European Union for the diagnosis of cancer. We are developing light-based diagnostics for additional indications including inflammatory bowel disease and esophageal cancer. Once these additional applications are developed we plan to self-certify for CE mark approval for sale in the European Union and then file an application with the FDA seeking permission to begin marketing for that indication for use in the United States. We believe we have a strong intellectual property portfolio that will allow us to continue to expand our WavSTAT cancer diagnosis platform to address the diagnosis of multiple cancers, utilize additional proprietary bio-photonic techniques to improve the WavSTAT’s overall diagnostic performance and ultimately allow for the detection of cancer and pre-cancer over a relatively large area of examined tissue.

Our principal executive offices are located at 11568 Sorrento Valley Rd., Suite 11, San Diego, CA 92121. We can be reached by telephone at (858) 847-0200; by fax at (858) 847-0880; or by email at info@spectrascience.com. We have a Web site at http://www.spectrascience.com. The information contained on our Web site shall not be deemed to be a part of this Report.

Plan of Operation

During the ~~three~~six month period ended ~~March~~June 3130, 2017, SpectraScience carried forward on the improvements made to the WavSTAT4 in fiscal ~~2011~~ 2011 and continued working with PENTAX Europe, GmbH (“PENTAX”) and other distributors, for distribution of its products in Europe, the Middle East and Africa.

2221

Over the next 12 months, SpectraScience intends to:

● Market and sell the WavSTAT4 Optical Biopsy System colon cancer diagnostic application through PENTAX and other distribution channels in the European Union; ● Conduct country-specific evaluation trials to demonstrate the effectiveness and cost benefit of the WavSTAT4 Optical Biopsy System in each relevant European jurisdiction; ● Coordinate the creation and publication of scientific papers and presentations related to the country-specific evaluation trials to support widespread education and adoption of the WavSTAT4; ● Pursue the introduction of the WavSTAT4 colon cancer application in other international markets, in particular China, Saudi Arabia and India; ● Begin meeting with the FDA towards the preparation and submission of a Supplemental PMA filing with the FDA and plan for additional clinical trials to support eventual approval for sale in the United States; ● Begin the design and planning for the next generation of multi-modal fluorescence and broadband spectroscopy systems at our facility in San Diego, California. ● Continue to expand and refine our intellectual property portfolio.

Results of Operations

Comparison of the Three Months Ended ~~March~~June 3130, 2017 and 2016

	Three Months Ended March 31,						Favorable
	Three Months Ended June 30,						Favorable
	2017			2016			(Unfavorable)			%
Revenue	$	-		$	950		$	(950	)		-100.0	%
Cost of revenue		-			868			868			100.0	%
Gross profit		-			82			(82	)		-100.0	%
Operating expenses:
Research and development	$	~~130~~128,~~842~~660		$	194,~~007~~155		$	6365,~~165~~495			~~-32~~33.67	%
General and administrative		~~279~~305,~~732~~560			~~307~~306,~~841~~213			~~28,109~~653			-90.12	%
Sales and marketing		7473,~~854~~780			79101,~~413~~214			427,~~559~~434			-527.71	%
		485,428			581,261			95,833			16.5	%
		508,000			601,582			93,582			15.6	%
Loss from operations		(~~485~~508,~~428~~000	)		(~~581~~601,~~261~~500	)		9593,~~833~~500			1615.5	%
Other income (expense)		(~~518~~743,~~348~~207	)		(1513,~~475,073~~318	)		~~956~~(1,~~725~~256,525	)		~~-64.9~~NM	%
Net loss	$	(1,~~003~~251,~~776~~207	)	$	(288,~~056,334~~182	)	$	(1,~~052~~163,~~558~~025	)		~~-51~~1318.29	%

Gross Profit

There were no sales or associated cost of sales during the three months ended June 30, 2017 compared to minor sales for the three months ended June 30, 2016. We anticipate that revenue and cost of revenue will increase as we proceed with the introduction of the WaveSTAT4 in Europe.

Research and Development Expenses

Research and development expenses decreased by $6365,~~165~~495, 3233.67%, to $~~130~~128,~~842~~660 for the quarter ended ~~March~~June 3130, 2017 from $194,~~007~~155 for the three months ended ~~March~~June 3130, 2016. This decrease was due to a decrease in clinical costs. We anticipate that clinical costs will increase as we proceed with our introduction of the WaveSTAT4 in Europe.

General and Administrative Expenses

General and administrative expenses decreased by $28653,~~109,~~ 90.12%, to $~~279~~305,~~732~~560 for the quarter ended ~~March~~June 3130, 2017 from $~~307~~306,~~841~~213 for the ~~three~~ three months ended ~~March~~June 3130, 2016. ~~This decrease was due to a decrease in travel and convention costs.~~ We anticipate that costs will increase as we proceed with our introduction of the WaveSTAT4 in Europe.

Sales and Marketing Expenses

Sales and marketing expenses decreased by $27,434, 27.1%, to $73,780 for the quarter ended June 30, 2017 from $101,214 for the quarter ended June 30, 2016. We anticipate that sales and marketing expenses will increase as we increase our activity in Europe.

Other Income (Expense)

Other income (expense) for the quarter ended June 30, 2017 was expense of $743,207 compared to income of $513,318 for the quarter ended June 30, 2016. This change was due primarily to a change in valuation of our derivative liabilities. We anticipate continued large fluctuations in other income (expense)

Comparison of the Six Months Ended June 30, 2017 and 2016

	Six Months Ended June 30,						Favorable
	2017			2016			(Unfavorable)			%

Revenue	$	-		$	950		$	(950	)		-100.0	%
Cost of revenue		-			868			868			100.0	%
Gross profit		-			82			(82	)		-100.0	%

Operating expenses:
Research and development		259,501			388,162			128,661			33.1	%
General and administrative		585,292			614,054			28,762			4.7	%
Sales and marketing		148,634			180,627			31,993			17.7	%
		993,427			1,182,843			189,416			16.0	%

Loss from operations		(993,427	)		(1,182,761	)		189,334			16.0	%

Other income (expense)		(1,261,556	)		(961,755	)		(299,801	)		-31.2	%

Net loss	$	(2,254,983	)	$	(2,144,516	)	$	(110,467	)		-5.2	%

Gross Profit

There were no sales or associated cost of sales during the six months ended June 30, 2017 compared to minor sales for the six months ended June 30, 2016. We anticipate that revenue and cost of revenue will increase as we proceed with the introduction of the WaveSTAT4 in Europe.

Research and Development Expenses

Research and development expenses decreased by $128,661, 33.1%, to $259,501 for the six months ended June 30, 2017 from $388,162 for the six months ended June 30, 2016. This decrease was due to a decrease in clinical costs. We anticipate that clinical costs will increase as we proceed with our introduction of the WaveSTAT4 in Europe.

General and Administrative Expenses

General and administrative expenses decreased by $28,762, 4.7%, to $585,292 for the six months ended June 30, 2017 from $614,054 for the six months ended June 30, 2016. This decrease was due primarily to a decrease in travel and convention costs. We anticipate that costs will increase as we proceed with our introduction of the WaveSTAT4 in Europe.

Sales and Marketing Expenses

Sales and marketing expenses decreased by $431,~~559~~993, 517.7%, to $74148,~~854~~634 for the ~~quarter~~six months ended ~~March~~June 3130, 2017 from $79180,~~413~~627 for the ~~quarter~~six months ended ~~March~~June 3130, 2016. The primary reason for the decrease was a decrease in payroll costs related to the change in foreign ~~currency~~ currency values. We anticipate that sales and marketing expenses will increase as we increase our activity in Europe.

Other Income (Expense)

Other income (expense) for the ~~quarter~~six months ended ~~March~~June 3130, 2017 was expense of $~~518~~1,~~348~~261,556 compared to expense of $1961,~~475,073~~755 for the six ~~quarter~~months ended ~~March~~June 3130, 2016. This change was due primarily to a change in valuation of our derivative liabilities. We anticipate continued large fluctuations in other income (expense)

Liquidity and Capital Resources

	As of						Increase
	March 31, 2017			December 31, 2016			(Decrease)
	June 30, 2017			December 31, 2016			(Decrease)
Working Capital
Current assets	$	~~423~~288,~~045~~770		$	361,843		$	61(73,~~202~~073	)
Current liabilities		11,~~070~~952,~~084~~452			10,801,550			~~268~~1,~~534~~150,902
Working capital deficit	$	(1011,~~647~~663,~~039~~682	)	$	(10,439,707	)	$	~~207~~1,~~332~~223,975
Long-term debt	$	1,~~350~~410,000		$	1,100,000		$	~~250~~310,000
Stockholders' deficit	$	(1112,~~043~~159,~~202~~681	)	$	(10,546,033	)	$	~~497~~1,~~169~~613,648

	Three Months Ended March 31,							Increase
	Six Months Ended June 30,						Increase
	2017	~~2017~~		2016	~~2016~~		(Decrease)	~~(Decrease)~~
Statements of Cash Flows Select Information
Net cash provided (used) by:
Operating activities	$	(~~191~~389,~~880~~355	)	$	(~~406~~880,~~996~~921	)	$	(~~215~~491,~~116~~566	)
Investing activities	$	-		$	-		$	-
Financing activities	$	~~288~~385,~~331~~830		$	~~281~~781,288		$	7(395,~~043~~458	)

	As of				Increase	~~Increase~~
		March 31, 2017		December 31, 2016		(Decrease)
	June 30, 2017		December 31, 2016		(Decrease)
Balance Sheet Select Information
Cash	$	~~100,001~~25	$	3,550	$	96(3,~~451~~525	)
Accounts receivable	$	-	$	950	$	(950	)
Inventory	$	97,423	$	90,594	$	6,829
Accounts payable and accrued expenses	$	34,~~957~~381,~~746~~677	$	3,596,779	$	~~360~~784,~~967~~898

Historically, the Company’s sources of cash have come from the issuance and sales of equity securities and debentures. The Company’s historical cash outflows have been primarily used for operating activities including research, development, administrative and sales activities. Fluctuations in the Company’s working capital due to timing differences of its cash receipts and cash disbursements also impact its cash flow. The Company expects to incur significant additional operating losses through at least the end of 2017, as it completes proof-of-concept trials, conducts outcome-based clinical studies and increases sales and marketing efforts to commercialize the WavSTAT4 Systems in Europe. If the Company does not receive sufficient funding, there is substantial doubt that the Company will be able to continue as a going concern. The Company may incur unknown expenses or may not be able to meet its revenue forecast, and one or more of these circumstances would require the Company to seek additional capital. The Company may not be able to obtain equity capital or debt funding on terms that are acceptable. Even if the Company receives additional funding, such proceeds may not be sufficient to allow the Company to sustain operations until it becomes profitable and begins to generate positive cash flows from operations.

As of March 31, 2017, the Company had a working capital deficit of $10,647,039 and cash of $100,001, compared to a working capital deficit of $10,439,707 and cash of $3,550 as of December 31, 2016. The Company has engaged other agents to assist it Company with raising capital and has commenced raising capital on its own. During the three months ended March 31, 2017, the Company raised $289,000, net of transaction costs of $20,000, under these agreements. However, if the Company does not receive additional funds in a timely manner, the Company could be in jeopardy as a going concern. The Company may not be able to find alternative capital or raise capital or debt on terms that are acceptable. Management believes that if the events defined in the Engagement Agreements occur as expected, or if the Company is otherwise able to raise a similar level of funds, such proceeds will be sufficient to allow the Company to sustain operations until it attains profitability and positive cash flows from operations. However, the Company may incur unknown expenses or may not be able to meet its revenue expectations requiring it to seek additional capital. In such event, the Company may not be able to find capital or raise capital or debt on terms that are acceptable.24

As of June 30, 2017, the Company had a working capital deficit of $11,663,682 and cash of $25, compared to a working capital deficit of $10,439,707 and cash of $3,550 as of December 31, 2016. The Company has engaged other agents to assist it Company with raising capital and has commenced raising capital on its own. During the six months ended June 30, 2017, the Company raised $386,499, net of transaction costs of $36,251, under these agreements. However, if the Company does not receive additional funds in a timely manner, the Company could be in jeopardy as a going concern. The Company may not be able to find alternative capital or raise capital or debt on terms that are acceptable. Management believes that if the events defined in the Engagement Agreements occur as expected, or if the Company is otherwise able to raise a similar level of funds, such proceeds will be sufficient to allow the Company to sustain operations until it attains profitability and positive cash flows from operations. However, the Company may incur unknown expenses or may not be able to meet its revenue expectations requiring it to seek additional capital. In such event, the Company may not be able to find capital or raise capital or debt on terms that are acceptable.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not required

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this Report (the “Evaluation Date”). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of the Evaluation Date.

Changes in Internal Financial Controls

There was no change in the Company’s internal control over financial reporting that occurred during the Company’s most recently completed quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1.

Legal Proceedings

Oakmore Suit

Item 1A.

Risk Factors

There have been no material changes in our risk factors from those disclosed in Part I, Item 1A, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Number of

Date of

Common Shares

Source of

Common Stock

Issuance

Issued

Payment

Amount

Various

~~529~~549,~~648~~465,~~837~~520

Conversion of debt

~~$466~~94,~~315~~434

Common Stock Purchase Warrants

Date of

Issued With Convertible Debentures

~~Date of~~ Issuance

Number of Shares

Exercise Price

Expiration Date

3/31/2017

5,000,000

0.02

3/31/2022

5/18/2017

3,000,000

0.02

5/18/2022

Common Stock Purchase Warrants	Date of
Issued For Services	Issuance	Number of Shares		Exercise Price	Expiration Date
	3/31/2017	500,000	$	0.02	3/31/2022
	4/24/2017	250,000	$	0.02	4/24/2022
	5/18/2017	300,000	$	0.02	5/18/2022

With respect to the above ~~equity~~issuance of securities ~~issuances~~during the three months ended June 30, 2017, the Company relied on exemptions provided by Sections 4(a)(2) and 3(a)9 of the Securities Act of 1933, as amended (the “Securities Act”). No advertising or general solicitation was employed in offering the securities. The securities were issued to a limited number of persons all of whom were accredited investors as that term is defined in Rule 501 of Regulation D under the Securities Act. All were capable of analyzing the merits and risks of their investment, acknowledged in writing that they were acquiring the securities for investment and not with a view toward distribution or resale, and understood the speculative nature of their investment. All securities issued contained a restrictive legend prohibiting transfer of the shares except in accordance with federal securities laws.

Item 3.

Defaults Upon Senior Securities

As of ~~May~~August 1514, 2017, there are Unsecured Convertible Debentures with a face value of $56,~~998~~068,~~875~~243 held by 8083 individual Holders in default. As a result, the outstanding principal amount of these Debentures, plus accrued but unpaid interest, liquidated damages and other amounts owing shall become immediately due and payable in cash at the election of the Holders. As of ~~May~~August 1514, 2017, none of the Holders of these Debentures have elected to provide notice of default.

Item 4.

Mine Safety Disclosures

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.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	Financial statements from the quarterly report on Form 10-Q of the Company for the quarter ended ~~March~~June 3130, 2016, formatted in XBRL; (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statement of Shareholders’ Equity, (iv) the Consolidated Statements of Cash Flows, and (v) the Notes to the Consolidated Financial Statements.

2726

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.

	~~SpectraScience, Inc. (Registrant)~~	SpectraScience, Inc. (Registrant)
Date: May 22, 2017	/s/ Michael P. Oliver
Date: August 14, 2017		/s/ Michael P. Oliver
	~~Michael P. Oliver~~	Michael P. Oliver
	~~President and Chief Executive Officer~~	President and Chief Executive Officer
	~~(Principal executive officer)~~	(Principal executive officer)
Date: May 22, 2017	/s/ Lowell W. Giffhorn
Date: August 14, 2017		/s/ Lowell W. Giffhorn
	~~Lowell W. Giffhorn~~	Lowell W. Giffhorn
	~~Chief Financial Officer~~	Chief Financial Officer
	(Principal financial officer and principal accounting officer)

2827

Filing Compare · SPECTRASCIENCE INC