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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Spectral Capital Corporation (PK) | USOTC:FCCN | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.0004 | -0.41% | 0.097 | 0.075 | 0.3474 | 0.097 | 0.0874 | 0.0874 | 6,005 | 21:00:03 |
[X]
|
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
[ ]
|
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Nevada
|
51-0520296
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
701 Fifth Avenue, Suite 4200, Seattle, Washington
|
98104
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☒
|
Emerging Growth Company
|
☒
|
FORWARD LOOKING STATEMENTS
|
Page Number
|
|
PART I
|
|
|
|
|
|
ITEM 1
|
Description of Business.
|
1
|
|
||
ITEM 1A
|
Risk Factors
|
8 |
ITEM 2
|
Description of Property.
|
8
|
ITEM 3
|
Legal Proceedings.
|
8
|
ITEM 4.
|
Mine Safety Disclosures
|
8
|
|
|
|
PART II
|
|
|
|
|
|
ITEM 5.
|
Market for Common Equity and Related Stockholder Matters.
|
9
|
ITEM 7
|
Management’s Discussion and Analysis or Plan of Operation.
|
10
|
ITEM 8
|
Financial Statements.
|
13
|
ITEM 9
|
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.
|
26
|
ITEM 9A
|
Controls and Procedures.
|
26
|
ITEM 9B
|
Other Information.
|
27
|
|
|
|
PART III
|
|
|
|
|
|
ITEM 10.
|
Directors, Executive Officers, Promoters and Control Persons and Corporate Governance; Compliance With Section 16(a)
of the Exchange Act.
|
28
|
ITEM 11
|
Executive Compensation.
|
29
|
ITEM 12
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
31
|
ITEM 13
|
Certain Relationships and Related Transactions, and Director Independence.
|
32
|
ITEM 14
|
Principal Accountant Fees and Services.
|
33
|
PART IV | ||
ITEM 15. |
Exhibits
|
33 |
Signatures | 34 |
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Monitr is offered for
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Monitr is independent and not being paid to promote stocks
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Monitr is simple to use
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Period | High* | Low* | ||||||
Year ended 2017
Quarter ended
|
||||||||
March 31, 2017
|
$
|
0.01
|
$
|
0.006
|
||||
June 30, 2017
|
$
|
0.01
|
$
|
0.006
|
||||
September 30, 2017
|
$
|
0.01
|
$
|
0.0025
|
||||
December 31, 2017
|
$
|
0.005
|
$
|
0.0022
|
Year ended 2018
Quarter ended
|
||||||||
March 31, 2018
|
$
|
0.0044
|
$
|
0.0023
|
||||
June 30, 2018
|
$
|
0.0072
|
$
|
0.0025
|
||||
September 30, 2018
|
$
|
0.005
|
$
|
0.0026
|
||||
December 31, 2018
|
$
|
0.006
|
$
|
0.0023
|
☐ |
Monitr leverages cloud
computing, big data and software to analyze the financial markets to discover those stocks that are trending now. Thousands of companies, news stories, blogs and opinion pieces are analyzed daily to uncover the trends and displayed in an
accessible and easy-to-use web based interface for investors and traders.
|
☐
|
Many investors use only a few sources to become informed of market conditions, Monitr provides investors with access to thousands of sources.
|
☐
|
Monitr is offered for
all types of investors
|
☐ |
Monitr is independent and not being paid to promote stocks
|
☐ | Monitr is simple to use and removes a lot of guess work for new and seasoned investors |
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Complete one or more private equity placements to provide funding for developing of our current technologies and the
acquisition of additional portfolio companies;
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Upgrade and add features to Monitr´s trend detecting software,
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Solicit sales from larger financial institutions for Monitr´s customized analysis, real time data services and other
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Upgrade the current technology and determine business development opportunities for Noot´s search technology
.
|
Report of Independent Registered Public Accounting Firm
|
14
|
Consolidated Balance Sheets as of December 31, 2018 and 2017
|
15
|
|
|
Consolidated Statements of Operations for the years ended
December 31, 2018 and 2017
|
16
|
Consolidated Statement of Stockholders’ Deficit for the years ended
December 31, 2018 and 2017
|
17
|
|
|
Consolidated Statements of Cash Flows for the years ended
December 31, 2018 and 2017
|
18
|
Notes to Consolidated Financial Statements
|
19
|
|
2018
|
2017
|
||||||
Assets:
|
||||||||
Cash and cash equivalents
|
$
|
658
|
$
|
692
|
||||
Current assets
|
658
|
692
|
||||||
|
||||||||
Total assets
|
$
|
658
|
$
|
692
|
||||
|
||||||||
Liabilities and Stockholders' Deficit:
|
||||||||
Current liabilities
|
||||||||
Accounts payable and accrued liabilities
|
$ |
779
|
$ |
779
|
||||
Related party advances and accruals
|
742,834
|
564,509
|
||||||
Current liabilities
|
743,613
|
565,288
|
||||||
|
||||||||
Total liabilities
|
743,613
|
565,288
|
||||||
|
||||||||
Stockholders' Deficit:
|
||||||||
Preferred stock, par value $0.0001, 5,000,000 shares authorized, no shares issued and outstanding
|
-
|
-
|
||||||
Common stock, par value $0.0001, 500,000,000 shares authorized, 117,857,623 shares issued and outstanding as of
December 31, 2018 and 2017
|
11,786
|
11,786
|
||||||
Additional paid-in capital
|
27,787,681
|
27,787,681
|
||||||
Accumulated deficit
|
(28,322,469
|
)
|
(28,144,934
|
)
|
||||
Total stockholders' deficit
|
(523,002
|
)
|
(345,467
|
)
|
||||
Non-controlling interest
|
(219,953
|
)
|
(219,129
|
)
|
||||
Total stockholders' deficit
|
(742,955
|
)
|
(564,596
|
)
|
||||
Total liabilities and stockholders' deficit
|
$
|
658
|
$
|
692
|
|
2018
|
2017
|
||||||
|
||||||||
Revenues
|
$
|
-
|
$
|
-
|
||||
|
||||||||
Operating expenses:
|
||||||||
Selling, general and administrative
|
28,426
|
38,889
|
||||||
Wages and benefits
|
149,933
|
151,115
|
||||||
Total operating expenses
|
178,359
|
190,004
|
||||||
Operating loss
|
(178,359
|
)
|
(190,004
|
)
|
||||
|
||||||||
Loss from operations and before non-controlling interest and provision for income taxes
|
(178,359
|
)
|
(190,004
|
)
|
||||
|
||||||||
Provision for income taxes
|
-
|
-
|
||||||
|
||||||||
Net loss before non-controlling interest
|
(178,359
|
)
|
(190,004
|
)
|
||||
|
||||||||
Loss attributable to non-controlling interest
|
824
|
403
|
||||||
|
||||||||
Net loss attributable to Spectral Capital Corporation
|
$
|
(177,535
|
)
|
$
|
(189,601
|
)
|
||
|
||||||||
Basic and diluted loss per common share
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
||
Weighted average shares - basic and diluted
|
117,857,623
|
117,857,623
|
|
Common Stock
|
|
|
|
|
|||||||||||||||||||
|
|
Shares
|
|
|
Amount
|
|
|
Additional
Paid-in
Capital
|
|
|
Non-Controlling
Interest
|
|
|
Accumulated
Deficit
|
|
|
Shareholders'
Deficit
|
|
||||||
December 31, 2016
|
117,857,623
|
$
|
11,786
|
$
|
27,445,400
|
$
|
(218,726
|
)
|
$
|
(27,955,333
|
)
|
$
|
(716,873
|
)
|
||||||||||
|
||||||||||||||||||||||||
Non-controlling interest
|
-
|
-
|
-
|
(403
|
)
|
-
|
(403
|
)
|
||||||||||||||||
Related party advances and accruals relieved through contribution to additional paid-in capital |
-
|
-
|
342,281
|
-
|
-
|
342,281
|
||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
(189,601
|
)
|
(189,601
|
)
|
||||||||||||||||
|
||||||||||||||||||||||||
December 31, 2017
|
117,857,623
|
11,786
|
27,787,681
|
(219,129
|
)
|
(28,144,934
|
)
|
(564,596
|
)
|
|||||||||||||||
|
||||||||||||||||||||||||
Non-controlling interest
|
-
|
-
|
-
|
(824
|
)
|
-
|
(824
|
)
|
||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
(177,535
|
)
|
(177,535
|
)
|
||||||||||||||||
|
||||||||||||||||||||||||
December 31, 2018
|
117,857,623
|
$
|
11,786
|
$
|
27,787,681
|
$
|
(219,953
|
)
|
$
|
(28,322,469
|
)
|
$
|
(742,955
|
)
|
|
2018
|
2017
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net loss attributable to Spectral Capital Corporation
|
$
|
(177,535
|
)
|
$
|
(189,601
|
)
|
||
Adjustments to reconcile net loss to net cash used in by operating activities:
|
||||||||
Non-controlling interest
|
(824
|
)
|
(403
|
)
|
||||
Due to related parties - accrued salary
|
149,933
|
151,115
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Prepaids and other assets
|
-
|
9,168
|
||||||
Accounts payable and accrued expenses
|
-
|
(1,884
|
)
|
|||||
Net cash used in operating activities
|
(28,426
|
)
|
(31,605
|
)
|
||||
|
||||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds from related party advances
|
28,392
|
31,075
|
||||||
Net cash provided by financing activities
|
28,392
|
31,075
|
||||||
|
||||||||
Change in cash and cash equivalents
|
(34
|
)
|
(530
|
)
|
||||
Cash and cash equivalents, beginning of year
|
692
|
1,222
|
||||||
Cash and cash equivalents, end of year
|
$
|
658
|
$
|
692
|
||||
|
||||||||
Supplemental disclosures of cash flow information:
|
||||||||
Cash paid for interest
|
$
|
-
|
$
|
-
|
||||
Cash paid for income taxes
|
$
|
-
|
$
|
-
|
||||
Non-cash investing and financing activities:
|
||||||||
Relief of related party advances and accruals treated as a capital contribution to additional
paid-in capital
|
$
|
-
|
$
|
342,281
|
Level 1 -
|
Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities
in active markets.
|
|
|
Level 2 -
|
Include other inputs that are directly or indirectly observable in the marketplace.
|
Level 3 -
|
Unobservable inputs which are supported by little or no market activity.
|
|
Non-Controlling
|
|||
|
Interest
|
|||
Balance at December 31, 2017
|
$
|
(219,129
|
)
|
|
Net loss attributable to non-controlling interest
|
(824
|
)
|
||
Balance at December 31, 2018
|
$
|
(219,953
|
)
|
Stock Options
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Life
Remaining
|
||||||||||||
Outstanding, December 31, 2016
|
13,000,000
|
$
|
0.70
|
4.80
|
||||||||||
.
|
-
|
-
|
-
|
|||||||||||
Exercised
|
-
|
-
|
-
|
|||||||||||
Expired
|
-
|
-
|
-
|
|||||||||||
Outstanding, December 31, 2017
|
13,000,000
|
0.70
|
3.80
|
|||||||||||
Issued
|
-
|
-
|
-
|
|||||||||||
Exercised
|
-
|
-
|
-
|
|||||||||||
Expired
|
-
|
-
|
-
|
|||||||||||
Outstanding, December 31, 2018
|
13,000,000
|
$
|
0.70
|
2.80
|
||||||||||
Vested, December 31, 2018
|
13,000,000
|
$
|
0.70
|
2.80
|
|
December 31,
|
December 31,
|
||||||
|
2018
|
2017
|
||||||
Federal income tax benefit attributable to:
|
||||||||
Current operations
|
$
|
37,282
|
$
|
39,816
|
||||
Less: valuation allowance
|
(37,282
|
)
|
(39,816
|
)
|
||||
Net provision of income taxes
|
$
|
-
|
$
|
-
|
|
December 31,
|
December 31,
|
||||||
|
2018
|
2017
|
||||||
Deferred tax asset attributable to:
|
||||||||
Net operating loss carryforward
|
$
|
4,762,608
|
$
|
4,725,326
|
||||
Less: valuation allowance
|
(4,762,608
|
)
|
(4,725,326
|
)
|
||||
Net deferred tax asset
|
$
|
-
|
$
|
-
|
(i)
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the Company's assets;
|
(ii)
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that the Company's receipts and expenditures are being made only in accordance with authorizations of the Company's management and directors; and
|
(iii)
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the Company's assets that could have a material effect on the financial statements.
|
Name
|
|
Age
|
|
Position
|
Jenifer Osterwalder
|
|
54
|
|
Chief Executive Officer, President and Director
|
Stephen Spalding
|
72
|
Interim Chief Financial and Accounting Officer and Director
|
☐ |
any bankruptcy petition filed by or against any business of which such person was an executive officer either at
the time of the bankruptcy or within two years prior to that time;
|
☐ |
any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic
violations and other minor offenses);
|
☐ |
being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and
|
☐ |
being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or
the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
|
|
Number of
Late Reports
|
Number of
Transactions Not
Timely Reported
|
Failure
to File
|
|||||||||
Jenifer Osterwalder
|
0
|
0
|
0
|
|||||||||
|
||||||||||||
Stephen Spalding
|
0
|
0
|
0
|
Name and Principal Position
|
Year
|
Salary
|
Bonus
|
Stock Awards
|
Option Awards**
|
Non-Equity Incentive Plan Compensation
|
Nonqualified Deferred Compensation Earnings
|
All Other Compensation |
Total
|
||||||||||||||||||||||||
Jenifer Osterwalder
|
2018
|
$
|
149,933
|
-
|
-
|
-
|
-
|
-
|
-
|
$
|
149,933
|
||||||||||||||||||||||
Chief Executive Officer*
|
2017
|
$
|
151,115
|
-
|
-
|
-
|
-
|
-
|
-
|
$
|
151,115
|
DIRECTOR
COMPENSATION
|
||||||||||||||||||||||||||||
Name
|
Fees Earned
or Paid
in Cash
|
Stock Awards
|
Option Awards
|
Non-Equity
Incentive Plan
Compensation
|
Non-
Qualified Deferred Compensation
Earnings
|
All Other
Compensation
|
Total
|
|||||||||||||||||||||
Stephen Spalding*
|
$
|
0
|
-
|
-
|
-
|
-
|
-
|
$
|
0
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and
rights
(a)
|
Weighted-average exercise price of outstanding options, warrants and rights
(b)
|
Number of securities remaining available for future issuance under equity compensation
plans (excluding securities reflected in column (a))
(c)
|
|||||||||
Equity compensation plans approved by security holders
|
--
|
--
|
--
|
|||||||||
Equity compensation plans not approved by security holders
|
13,000,000
|
$
|
0.70
|
2,000,000
|
||||||||
Total
|
☐ |
each person known by us to be the beneficial owner of more than a 5% of our common stock
|
☐ |
each of our directors and executive officers; and
|
☐ |
all of our directors and executive officers as a group.
|
Name
|
Amount and
Nature of
Ownership
|
Percent
of
Class*
|
||||||
|
||||||||
Jenifer Osterwalder (1)
|
6,013,934
|
4.7
|
%
|
|||||
|
||||||||
Stephen Spalding (2)
|
3,500,000
|
2.7
|
%
|
|||||
|
||||||||
All officers, directors, and 5% or greater shareholders as a group (2 persons)
|
9,513,934
|
7.5
|
%
|
(1)
|
Consists of 13,934 shares owned directly and immediately exercisable options to purchase 1,000,000 common shares
at an exercise price of $1.00 per share and 5,000,000 options to purchase common stock at $0.61 per share.
|
(2)
|
Includes options to purchase 1,000,000 shares of common stock at $1.00 per share, and options to purchase
2,500,000 shares of common stock at $0.61 per share.
|
|
2018
|
2017
|
||||||
Audit fees
|
$
|
23,600
|
$
|
23,600
|
||||
Audit-related fees
|
-
|
-
|
||||||
Tax fees
|
-
|
-
|
||||||
All other fees
|
-
|
-
|
||||||
Total
|
$
|
23,600
|
$
|
23,600
|
No.
|
Description of Exhibit
|
|
|
3(i)(1)
|
|
|
|
3(i)(2)
|
|
|
|
3(ii)
|
|
|
|
31.1
|
|
|
|
31.2
|
|
|
|
32.1
|
|
|
|
32.2
|
Date: March 11, 2019
|
SPECTRAL CAPITAL
CORPORATION
|
|
|
|
|
|
By:
|
/s/ Jenifer
Osterwalder
|
|
|
Jenifer Osterwalder
|
|
|
President and Chief Executive Officer
/s/
Stephen Spalding
Stephen Spalding
Chief Financial and Accounting Officer
|
1 Year Spectral Capital (PK) Chart |
1 Month Spectral Capital (PK) Chart |
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