SPECTRAL CAPITAL Corp Files 2023 Annual Report on Form 10-K

AI Summary

SPECTRAL CAPITAL Corp (FCCN) filed a Annual Report (10-K) with the SEC on March 28, 2024. SPECTRAL CAPITAL Corp filed its annual report on Form 10-K for the fiscal year ended December 31, 2023. The company is incorporated in Nevada and its principal executive offices are located in Seattle, WA. The filing covers the fiscal year from January 1, 2023, to December 31, 2023. Previous company names include SPECTRA CAPITAL Corp, FUSA CAPITAL CORP, and GALAXY CHAMPIONSHIP WRESTLING INC. The filing includes financial data for the fiscal years ending December 31, 2023, 2022, and 2021.

Why It Matters

For investors and stakeholders tracking SPECTRAL CAPITAL Corp, this filing contains several important signals. This 10-K filing provides a comprehensive overview of SPECTRAL CAPITAL Corp's financial health, operational performance, and strategic direction for the fiscal year 2023, which is crucial for investors to assess the company's current standing and future prospects. Understanding the historical financial data presented in this report, including comparisons to prior years, allows stakeholders to identify trends, evaluate management's effectiveness, and make informed investment decisions regarding SPECTRAL CAPITAL Corp.

Risk Assessment

Risk Level: low — SPECTRAL CAPITAL Corp shows low risk based on this filing. The filing is a standard annual report (10-K) and does not contain immediate red flags or significant new disclosures that would suggest a high-risk profile based solely on the header information.

Analyst Insight

Review the detailed financial statements and management discussion within the full 10-K filing to understand SPECTRAL CAPITAL Corp's performance and outlook.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reported period)
• 2024-03-28 — Filing Date (Date of submission)
• 0-50274 — Commission File Number (SEC identifier)
• 51-0520296 — IRS Employer Identification No. (Tax identifier)

Key Players & Entities

• SPECTRAL CAPITAL Corp (company) — Filer of the 10-K report
• 2023-12-31 (date) — Fiscal year end
• 2024-03-28 (date) — Filing date
• 4500 9th Avenue NE, Seattle, WA 98105 (address) — Principal executive offices
• SPECTRA CAPITAL Corp (company) — Former company name
• FUSA CAPITAL CORP (company) — Former company name
• GALAXY CHAMPIONSHIP WRESTLING INC (company) — Former company name
• Nevada (jurisdiction) — State of incorporation

FAQ

Industry Context

SPECTRAL CAPITAL Corp operates within the Services-Computer Processing & Data Preparation industry (SIC 7374). This sector involves providing computer processing, data preparation, and related services.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, requiring public companies to submit regular financial disclosures to the SEC.

What Investors Should Do

1. Analyze the full financial statements for revenue, net income, and balance sheet details.
2. Review the 'Business' and 'Risk Factors' sections for operational insights and potential challenges.
3. Examine executive compensation details if available in the complete filing.

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 10-K filing.
• 2024-03-28: Filing Date — Date the 10-K report was officially submitted to the SEC.

Year-Over-Year Comparison

This is the initial analysis of the 2023 10-K filing; a comparison to the previous filing (2022 10-K) would require access to that document.

Key Financial Figures

• $0.0001 — g) of the Exchange Act: Common Stock, $0.0001 par value Indicate by check mark if th
• $98,323 — agreement to 3 customers and generated $98,323 of revenue from the contract during 202
• $0 — er 31, 2023 and 2022. Our revenues were $0 and $98,323 from the sale of our teleco
• $240 — mber 31, 2023 and 2022. Our assets were $240 and $35,672 for the years ended Decembe
• $35,672 — 2023 and 2022. Our assets were $240 and $35,672 for the years ended December 31, 2023 a
• $18,000 — ur operating expenses are approximately $18,000 per month. If we fail to generate suffi
• $500,000 — require substantial capital of at least $500,000 to upgrade their software. We do not cu
• $99.00 — -to-month basis. We pay monthly rent of $99.00 for this location. We believe that our
• $49,930 — shareholders, resulting in proceeds of $49,930. None of the following transactions inv

Filing Documents

• fccn-20231231.htm (10-K) — 445KB
• fccn_ex31z1.htm (EX-31.1) — 8KB
• fccn_ex31z2.htm (EX-31.2) — 7KB
• fccn_ex32z1.htm (EX-32.1) — 4KB
• fccn_ex32z2.htm (EX-32.2) — 4KB
• 0001096906-24-000647.txt ( ) — 2021KB
• fccn-20231231_cal.xml (EX-101.CAL) — 17KB
• fccn-20231231_def.xml (EX-101.DEF) — 33KB
• fccn-20231231_lab.xml (EX-101.LAB) — 115KB
• fccn-20231231_pre.xml (EX-101.PRE) — 102KB
• fccn-20231231.xsd (EX-101.SCH) — 27KB
• fccn-20231231_htm.xml (XML) — 147KB

FORWARD LOOKING STATEMENTS

FORWARD LOOKING STATEMENTS PART I ITEM 1 Description of Business 3 ITEM 1A

Risk Factors

Risk Factors 6 ITEM 1B Unresolved Staff Comments 6 ITEM 2 Description of Property 6 ITEM 3

Legal Proceedings

Legal Proceedings 6 ITEM 4 Mine Safety Disclosures 6 PART II ITEM 5 Market for Common Equity and Related Stockholder Matters 7 ITEM 6 Reserved 7 ITEM 7

Management's Discussion and Analysis or Plan of Operation

Management's Discussion and Analysis or Plan of Operation 7 ITEM 7A

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 10 ITEM 8

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data F-2 ITEM 9 Changes In and Disagreements With Accountants on Accounting and Financial Disclosure 11 ITEM 9A

Controls and Procedures

Controls and Procedures 11 ITEM 9B Other Information 12 ITEM 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 12 PART III ITEM 10 Directors, Executive Officers, Promoters and Control Persons and Corporate Governance; Compliance With Section 16(a) of the Exchange Act 12 ITEM 11

Executive Compensation

Executive Compensation 14 ITEM 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 15 ITEM 13 Certain Relationships and Related Transactions, and Director Independence 16 ITEM 14 Principal Accountant Fees and Services 16 PART IV ITEM 15 Exhibits 17

Signatures

Signatures 18 In this report, unless the context indicates otherwise, the terms "Spectral," "Company," "we," "us," "our" and similar words refer to Spectral Capital Corporation, a Nevada corporation. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical fact contained in this Annual Report on Form 10-K, including statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "should," "would," "expects," "plans," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these terms or other similar expressions. The forward-looking statements in this Annual Report on Form 10-K are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Annual Report on Form 10-K and are subject to a number of risks, uncertainties and assumptions described in the section titled "Risk Factors" and elsewhere in this Annual Report on Form 10-K. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, yo

BUSINESS

ITEM 1. BUSINESS OVERVIEW Spectral Capital Corporation, a Nevada corporation ("us", "we", "our" or the "Company") was formed in the state of Nevada on September 13, 2000. Our principal executive offices are located at 4500 9th Avenue NE, Seattle, Washington 98105. Our phone number is (206) 385-6490. Our website is www.spectralcapital.com. In December 2021, we began providing wholesale telecommunications, data and switching services consisting of international long distance reselling services on a business-to-business ("B2B") basis. Since December 2021, we have provided this service in conjunction with approximately 3 network providers who, in turn, provided services directly to customers around the world. We paused these services in Q3 2022 because we believed that we could increase our profits if we could find partners that provide real time data exchange and technical advantages over what we had previously. We intend to resume this business in the third quarter of 2024. On January 3, 2022, we entered into a telecommunications services agreement with Sky Data PLL OU (Estonia) ("Sky") to provide long distance switching services. We provided services under this agreement to 3 customers and generated $98,323 of revenue from the contract during 2022. We have paused this line of business and plan to resume our telecommunications reselling services through our partnership with SKY within the 2024 fiscal year and without third-party intervention. Testing of these services will begin initially via SKY, and after sufficient revenue streams and data providers have been resolved, we intend to join this arrangement. Having control of this traffic will allow full transparency and full control of this line of business and will allow us to scale the initial small traffic into higher amounts without added costs. We incurred a net loss of $(215,387) and $(240,988) for the years ended December 31, 2023 and 2022. Our revenues were $0 and $98,323 from the sale of our telecom s

RISK FACTORS

Item 1A. RISK FACTORS Not required.

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments. N/A.

DESCRIPTION OF PROPERTY

ITEM 2. DESCRIPTION OF PROPERTY We rent a virtual office located at 4500 9 th Avenue NE, Seattle, Washington, 98105, under a month-to-month basis. We pay monthly rent of $99.00 for this location. We believe that our current facilities are sufficient to meet our current and near-term needs and that, should it be needed, suitable additional space will be available.

LEGAL PROCEEDINGS

ITEM 3. LEGAL PROCEEDINGS We are not party to any material legal matters or claims. In the future, we may become party to legal matters and claims arising in the ordinary course of business. We cannot predict the outcome of any such legal matters or claims, and despite the potential outcomes, the existence thereof may have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

MINE SAFETY DISCLOSURES

ITEM 4. MINE SAFETY DISCLOSURES N/A. 6 PART II

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Our common stock is quoted on the OTC Markets Pink Sheets under the symbol "FCCN". The following table sets forth the high and low bid prices for our common stock as reported each quarterly period within the last two years on the OTC Markets Pink Sheets and as obtained from otcmarkets.com. The high and low prices reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions. Period High* Low* Year ended 2022 Quarter ended March 31, 2022 $ 0.168 $ 0.076 June 30, 2022 $ 0.16 $ 0.05 September 30, 2022 $ 0.129 $ 0.027 December 31, 2022 $ 0.21 $ 0.028 Year ended 2023 Quarter ended March 31, 2023 $ 0.0775 $ 0.055 June 30, 2023 $ 0.0638 $ 0. 0503 September 30, 2023 $ 0.0609 $ 0.0511 December 31, 2023 $ 0.0586 $ 0.0452 STOCKHOLDERS As of March 28, 2024, there were approximately ninety-seven (97) holders of record of our common stock. DIVIDENDS From our inception, we have never declared or paid any cash dividends on shares of our common stock, and we do not anticipate declaring or paying any cash dividends in the foreseeable future. The decision to declare any future cash dividends will depend upon our results of operations, financial condition, current and anticipated cash needs, contractual restrictions, restrictions imposed by applicable law and other factors that our board of directors deem relevant. Although it is our intention to utilize all available funds for the development of our business, no restrictions are in place that would limit our ability to pay dividends. The payment of any future cash dividends will be at the sole discretion of our board of directors. RECENT SALES OF UNREGISTERED SECURITIES During the year ended December 31, 2022, the Company sold 5 million shares of common stock to 5 shareholders, resulting in proceeds of $49,930. None of the following trans

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The following discussion and analysis of our financial condition, results of operations and liquidity should be read in conjunction with our consolidated financial statements for the years ended December 31, 2023 and 2022 and the related notes appearing elsew

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