UNITED STATES
                       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

                                February 6, 2004
          -------------------------------------------------------------
                Date of Report (Date of earliest event reported)

                   Spectrum Sciences & Software Holdings Corp.
          -------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                               Delaware 80-0025175
          ---------------------------- ------------ ------------------
             (State or other jurisdiction (Commission (IRS Employer
               of incorporation) File Number) Identification No.)

                               91 Hill Avenue NW,
                        Fort Walton Beach, Florida 32548
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          (Address of principal executive offices, including zip code)

                                 (850) 796-0909
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              (Registrant's telephone number, including area code)

                                 Not Applicable
          ------------------------------------------------------------
          (Former name or former address, if changed since last report








         ITEM 5.     Other Events and Required FD Disclosure.

         On February 6, 2004, Spectrum Sciences & Software Holdings Corp., a
Delaware corporation (the "Registrant"), announced the launching of strategic
initiatives for 2004. A copy of the press release issued by the Registrant on
February 6, 2004 is attached hereto as Exhibit 99.1 and is incorporated into
this Item 5 of this Current Report on Form 8-K as if fully set forth herein.

         ITEM 7.     Financial Statements, Pro Forma Financial Information and
                     Exhibits.

         (c)     Exhibits

         Exhibit No.       Document

            99.1     Press release of the Registrant issued on February 6, 2004







                                   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.

                               Spectrum Sciences & Software Holdings Corp.


                               By:/s/ Donal Myrick
                                 ---------------------------------------------
                                  Donal Myrick
                                  President and CEO


Date:  February 10, 2004