UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                   FORM 12b-25

                                                                 SEC File Number
                                                                 000-50373

NOTIFICATION  OF  LATE  FILING

(Check One):      [   ] Form 10-K   [  ] Form 20-F   [  ] Form 11-K   [ X ] Form
10-Q  [  ]  Form  N-SAR  [  ]  Form  N-CSR

     For  Period  Ended:  June  30,  2004

[  ]  Transition  Report  on  Form  10-K
[  ]  Transition  Report  on  Form  20-F
[  ]  Transition  Report  on  Form  11-K
[  ]  Transition  Report  on  Form  10-Q
[  ]  Transition  Report  on  Form  N-SAR
For  the  Transition  Period  Ended:
                                      -

      Read Instruction Sheet Before Preparing Form.  Please Print or Type.
     Nothing in this form shall be construed to imply that the Commission has
                   verified any information contained herein.

If  the  notification relates to a portion of the filing checked above, identify
the  Item(s)  to  which  the  notification  relates:

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PART I - REGISTRANT INFORMATION

Spectrum  Sciences  &  Software  Holdings  Corp.
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Full  Name  of  Registrant

N/A
----------------------------
Former  Name  if  Applicable

91  Hill  Avenue  NW
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Address  of  Principal  Executive  Office  (Street  and  Number)

Fort  Walton  Beach,  Florida  32548
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City,  State  and  Zip  Code




PART  II  -  RULES  12b-25(b)  AND  (c)

If  the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be  completed.  (Check  box  if  appropriate).

        (a)    The reasons described in reasonable detail in Part III of this
               form  could  not  be  eliminated  without  unreasonable effort or
               expense;
        (b)    The  subject annual report, semi-annual report, transition report
               on  Form  10-K,  Form  20-F, 11-K or Form N-SAR or Form N-CSR, or
[X]            portion  thereof,  will  be  filed  on  or  before  the fifteenth
               calendar  day  following  the prescribed due date; or the subject
               quarterly  report  or  transition report on Form 10-Q, or portion
               thereof,  will  be  filed  on  or  before  the fifth calendar day
               following  the  prescribed  due  date;  and
        (c)    The  accountant's  statement  or  other  exhibit required by Rule
               12b-25(c)  has  been  attached  if  applicable.

PART  III  -  NARRATIVE

State  below  in reasonable detail the reasons why Forms 10-K, 11-K, 20-F, 10-Q,
N-SAR,  N-CSR  or  the  transition report or portion thereof, could not be filed
within  the  prescribed  time  period.
Due  to  the  disruption  in  business  and  communications  caused by Hurricane
Charley,  the  Registrant  was unable to confirm the completion of the review by
its  auditors  (located  in  Orlando,  Florida)  of  the  Registrant's quarterly
financial  statements  prior  to  the  prescribed  filing  date.

PART  IV  -  OTHER  INFORMATION

(1)     Name  and  telephone  number  of  person  to  contact in regard to this
notification:

     Nancy  C.  Gontarek                 (850)            796-0909
      -------------------             ----------    --------------------
           (Name)                    (Area  Code)   (Telephone  Number)

(2)     Have  all  other periodic reports required under Section 13 or 15(d) of
the  Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of  1940  during  the  preceding  12 months (or for such shorter period that the
registrant  was  required  to  file  such reports) been filed?  If answer is no,
identify  report(s).
                                                           [ X ]  Yes  [  ]  No

(3)     Is  it anticipated that any significant change in results of operations
from  the corresponding period for the last fiscal year will be reflected by the
earnings  statements  to  be included in the subject report or portion thereof?

                                                          [ X ]  Yes  [  ]  No

     If  so,  attach an explanation of the anticipated change, both narratively
and  quantitatively,  and,  if  appropriate,  state the reasons why a reasonable
estimate  of  the  results  cannot  be  made.

Based  upon  unaudited  and  unreviewed  financial  statements,  the  Registrant
anticipates  reporting revenues of $3,418,747, operating expenses of $27,053,790
operating  loss of $26,689,967 and a net loss of $26,620,185 for the three month
period  ended  June  30,  2004.  The  change in the results of operations is due
primarily  to  the recording of consulting expenses in the amount of $25,965,620
related  to  the  issuance  of  stock  options to a non-employee stockholder and
another  consultant  during  the  three  month  period  ended  June  30,  2004.




                  Spectrum Sciences & Software Holdings Corp.
                 - --------------------------------------------
                  (Name of Registrant as Specified in Charter)

has  caused  this  notification  to  be  signed on its behalf by the undersigned
thereunto  duly  authorized.


Date:      August  17,  2004          By     /s/ NANCY  C.  GONTAREK
       ---------------------                 -----------------------
                                             Nancy  C.  Gontarek
                                             Chief  Financial  Officer