8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 20, 2010

SPECTRASCIENCE, INC.

(Exact name of registrant as specified in its charter)

Minnesota (State of other jurisdiction of incorporation) 000-13092 (Commission File Number) 41-1448837 (I.R.S. Employer Identification No.)

11568-11 Sorrento Valley Road, San Diego, CA 92121

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (858) 847-0200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registration under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 20, 2010, the Board of Directors of SpectraScience, Inc. (the “Company”) accepted the resignation of Jim Hitchin as Chief Executive Officer.  Mr. Hitchin’s resignation is effective immediately and the terms of  separation are being negotiated.

On October 20, 2010, the Board of Directors of the Company approved the appointment of Mark McWilliams, the Company’s Chairman of the Board, as interim Chief Executive Officer.

Mr. McWilliams, 53, has served as a Director of the Company since 2004.  Mr. McWilliams has served as the CEO of Medipacs, Inc a development stage infusion pump company since June 2007.  Prior to that, from December 2003 to November 2005 he was Director of Cell Imaging and Analysis at Beckman Coulter after the recent sale of Q3DM to Beckman in December 2003.

Mr. McWilliams was not appointed as interim Chief Executive Officer pursuant to any arrangement or understanding with any other person, and he has no reportable transactions under Item 404(a) of Regulation S-K.  There are no family relationships between Mr. McWilliams and any director or executive officer of the Company.

On October 20, 2010, the Board appointed Jim Dorst, the Company’s Chief Financial Officer, as its Chief Operating Officer.

Jim Dorst, 55, joined the Company in December 2007.  Prior to joining SpectraScience, Mr. Dorst was Chief Financial Officer of Aethlon Medical, Inc., a public medical device development company.  Before joining Aethlon, Mr. Dorst was Vice President of Finance and Operations for Verdisoft Corporation, a developmental-stage mobile-software developer acquired by Yahoo, Inc.  Previously, he held executive positions as SVP of Finance and Administration at SeeCommerce, COO/CFO of Omnis Technology Corp and CFO / SVP of Information Technology at Savoir Technology Group, Inc. (acquired by Avnet, Inc.).  Mr. Dorst practiced as a Certified Public Accountant with Coopers & Lybrand (PricewaterhouseCoopers) and holds an MS in Accounting and a BS in Finance from the University of Oregon.

Mr. Dorst was not appointed as Chief Operating Officer pursuant to any arrangement or understanding with any other person, and he has no reportable transactions under Item 404(a) of Regulation S-K.  There are no family relationships between Mr. Dorst and any director or executive officer of the Company.

Item 7.01 Regulation FD

On October 25, 2010, the Company issued a press release regarding Mr. Hitchin’s resignation as Chief Executive Officer and the appointment of Mr. McWilliams to serve as the Company’s acting Chief Executive Officer, as well as Mr. Dorst’s appointment to serve as Chief Operating Officer of the Company.  A copy of the press release is filed as Exhibit 99.1 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including the exhibit, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d)  Exhibits

99.1  Press Release dated October 25, 2010

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 hereunto duly authorized.

Dated: October 25, 2010	SPECTRASCIENCE, INC. By:  /s/ Jim Dorst
	Jim Dorst Its:  Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release dated October 25, 2010

EX-99.1

SpectraScience Announces Strategic Restructuring of Business

SAN DIEGO, October 25, 2010 (Marketwire) – SpectraScience, Inc. (OTCBB:SCIE), a San Diego-based medical device company, today announced that it is undertaking a strategic restructuring of its business. Under this plan, Mark McWilliams, who was recently appointed as the Company’s Chairman of the Board, will serve as interim Chief Executive Officer. Jim Dorst, Chief Financial Officer of the Company, will expand his role, acting also as Chief Operating Officer, responsible for day-to-day oversight of the Company’s operations. The board has created a search committee that will be actively involved in recruiting a full-time Chief Executive Officer.

Letter to the Shareholders from the Board

The Board is committed to refocusing the Company’s efforts on driving sales and building shareholder value. In the past several months, we have performed an extensive evaluation of our technology, our sales and marketing efforts to date, and the markets which we have targeted as growth opportunities. We have also formally reviewed the management’s strategy and record of execution.

We believe that key to long-term value creation for SpectraScience and its shareholders is a clear change of strategy. There must be greater accountability, as well as the investment and deployment of a more appropriate set of resources to deliver the level of execution that we believe is achievable.

Cancer is a terrible disease. There is a real need in the marketplace for better diagnostic and screening technologies. WavSTAT™ is positioned to address that need.  Our technology offers the healthcare market with a unique value proposition. Simply put, it can enable physicians to screen for colon, and in the future esophageal, cancer with greater accuracy. It can enable healthcare providers to reduce costs and increase efficiency. Most important, it can contribute to earlier diagnosis and saving lives.

Fundamental to achieving success in the Company’s refocused business plan is our commitment to allocation of our resources in a more disciplined and focused manner to address the markets we think offer the greatest, and nearest-term opportunities to validate our technology through sales.

We have previously announced several distribution partnerships throughout the European Union. These are all under review. Going forward we will only spend time and resources with partners in markets where there is a clear business case.

We have previously announced a number of clinical studies and clinical trials. These are also under review. A tactical goal is to tighten the focus of clinical studies and trials to those which directly support our new strategy and near-term business interests.

We expect in the coming weeks to provide more specific information relating to these efforts heading into 2011, key milestones that we expect to achieve, as well as new additions to our management and sales team that will help SpectraScience achieve sales and make this coming year the most successful in its history.  By more carefully focusing our efforts and more effectively leveraging existing assets, we believe we can achieve our goals.

SpectraScience is fortunate to have a strong, interested and loyal base of shareholders and team members. Many of these shareholders have been invested in this Company for more than a decade. We are grateful for all of your support and are sensitive to our mandate to maximize shareholder value. We believe that the steps we have taken, and are planning to take in the near term, are foundational in achieving that mandate.

We would also like to thank and recognize Jim Hitchin for having had the vision, determination and perseverance to acquire the SpectraScience assets out of bankruptcy in 2004 and attract the funding needed to drive the company forward in what has proven to be a very difficult environment for every business such as ours.

As of October 25, 2010, SpectraScience had approximately $4.0 million in cash and cash equivalents, and no debt. The Company’s Board of Directors does not expect that it will require any additional working capital to execute its plan for fiscal year 2011.

About WavSTAT™

The WavSTAT™ Optical Biopsy System employs a spectrometry technique called Laser Induced Fluorescence (LIF) to optically illuminate and analyze tissue using a standard biopsy forceps. The WavSTAT System uses an optical fiber to send cool, safe UV laser light into suspected tissue, where the light reflects back to a computer at different frequencies, depending on the type of tissue.  For example, in abnormal tissue, cells fluoresce differently than in healthy tissue and have a different physical “signature” that our system can interpret as either normal or abnormal. This can greatly assist the physician by providing an additional indication, displaying a green light for normal tissue and a red light for abnormal tissue. If the tissue appears abnormal, physicians can also use the WavSTAT System to biopsy the tissue.

About SpectraScience, Inc.

SpectraScience is a San Diego-based medical device company that designs, develops, manufactures and markets spectrophotometry systems capable of determining whether tissue is normal, pre-cancerous or cancerous without physically removing tissue from the body. The WavSTAT™ Optical Biopsy System uses light to optically scan tissue and provide the physician with an immediate analysis. With FDA approval for sale in the U.S. and the CE Mark for the European Union, the WavSTAT System is the first commercially available product that incorporates this innovative technology for clinical use. The Company's LUMA imaging technology has received FDA approval for an optical non-invasive system that is proven to more effectively detect cervical cancer precursors than conventional methods available in the market today.

Forward Looking Statements

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding SpectraScience’s business plan, potential partnership opportunities, clinical trial efforts, and working capital requirements. These forward-looking statements involve risks and uncertainties that may cause SpectraScience's actual results to differ materially from results discussed in forward-looking statements. Readers are urged to carefully review and consider the various disclosures made by SpectraScience in this news release, its most recent annual report on Form 10-K and in SpectraScience's other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect SpectraScience's business. These forward-looking statements are qualified in their entirety by the cautions and risk factors filed by SpectraScience in its annual report on Form 10-K and other reports.

Contact:

SpectraScience, Inc.

Mark McWilliams, Chairman and Interim Chief Executive Officer

Jim Dorst, Chief Financial Officer and Chief Operating Officer

(858) 405-9933

Hayden Communications

Investor Relations

Todd Pitcher

(858) 518-1387