-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LdUvuIWLoLzUFwCKKV5ppo3p5fOQYlDHXqUc5IiqILysKhydi+Jtyf9Qs4Tm47FL POzdCMLtWw+kmJ2WTAr9Xw== 0000914190-11-000129.txt : 20110301 0000914190-11-000129.hdr.sgml : 20110301 20110301162329 ACCESSION NUMBER: 0000914190-11-000129 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110225 FILED AS OF DATE: 20110301 DATE AS OF CHANGE: 20110301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McWilliams Mark CENTRAL INDEX KEY: 0001296736 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13092 FILM NUMBER: 11651945 MAIL ADDRESS: STREET 1: 14074 RUE S. RAPHAEL CITY: DEL MAR STATE: CA ZIP: 92014 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SPECTRASCIENCE INC CENTRAL INDEX KEY: 0000727672 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 411448837 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11568 SORRENTO VALLEY ROAD STREET 2: SUITE 11 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: (858) 847-0200 MAIL ADDRESS: STREET 1: 11568 SORRENTO VALLEY ROAD STREET 2: SUITE 11 CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: GV MEDICAL INC /MN DATE OF NAME CHANGE: 19931119 FORMER COMPANY: FORMER CONFORMED NAME: GV MEDICAL INC DATE OF NAME CHANGE: 19920703 4 1 edgar.xml PRIMARY DOCUMENT X0303 4 2011-02-25 0000727672 SPECTRASCIENCE INC SCIE.OB 0001296736 McWilliams Mark 11568 SORRENTO VALLEY ROAD SUITE 11 SAN DIEGO CA 92121 1 0 0 0 Common Stock 162222 D Stock Option (Right to Buy) .15 2004-08-03 2014-07-25 Common Stock 400000 400000 D Stock Option (Right to Buy) .38 2011-02-25 4 D 0 400000 0 D 2018-11-06 Common Stock 400000 0 D Stock Option (Right to Buy) .11 2011-02-25 4 A 0 500000 0 A 2021-02-24 Common Stock 500000 500000 D 133,333 shares vest on each of 11/7/2009 and 11/7/2010 and 133,334 shares vest on 11/7/2011. 1/4 of the shares subject to the option vest and become exercisable on February 25, 2011, and 1/36 of the shares subject to the option vest and become exercisable at the end of each monthly period thereafter. The reporting person agreed to cancellation of options to purchase 400,000 shares to him on February 25, 2011, in exchange for new options to purchase 500,000 shares having a lower exercise price. /s/ Scott Dorfman as Attorney-in-Fact for Mark McWilliams pursuant to Power of Attorney filed herewith. 2011-03-01 EX-24 2 attach_1.htm POWER OF ATTORNEY 
POWER OF ATTORNEY



For Executing Forms 3, 4 and 5



 The undersigned hereby constitutes and appoints James Dorst, Ryan C. Brauer

and Scott J. Dorfman ("Attorneys-in-Fact"), or any one of them acting alone, the

undersigned's true and lawful attorney-in-fact and agent with full power of

substitution and resubstitution, for the undersigned and in the undersigned's name,

place and stead, in any and all capacities, to sign any Form 4 or Forms 5 relating

to beneficial ownership of securities of SpectraScience, Inc. (the "Issuer"), to

file the same, with all exhibits thereto and other documents in connection

therewith, with the Securities and Exchange Commission and to deliver a copy of the

same to the Issuer, granting unto said attorney-in-fact and agent full power and

authority to do and perform each and every act and thing requisite and necessary to

be done in and about the premises, as fully to all intents and purposes as the

undersigned might or could do in person, hereby ratifying and confirming all said

attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or

cause to be done by virtue thereof.  The undersigned acknowledges that the foregoing

attorney-in-fact, in serving in such capacity at the request of the undersigned, is

not assuming any of the undersigned's responsibilities to comply with Section 16 of

the Securities Exchange Act of 1934.



 This Power of Attorney shall remain in effect until such time as the

undersigned is no longer subject to the provisions of Section 16 of the Securities

Exchange Act of 1934 with respect to securities of the Issuer or until this Power of

Attorney is replaced by a later dated Power of Attorney or revoked by the undersigned in writing.



 The undersigned hereby indemnifies the Attorneys-in-Fact for all losses and

costs the Attorneys-in-Fact may incur in connection with or arising from the

Attorneys-in-Fact's execution of their authorities granted hereunder.



 IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be

executed as of this 15th day of February, 2011.



       /s/ Mark McWilliams

       (signature)



       Mark McWilliams

       (print name)
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