SPECTRAL CAPITAL Corp 10-K

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 services for the years ended December 31, 2023 and 2022. Our assets were $240 and $35,672 for the years ended December 31, 2023 and December 31, 2022. As of the date of this Form 10-K, we had cash on hand of approximately $240 for our operational needs. Currently, our operating expenses are approximately $18,000 per month. If we fail to generate sufficient revenues or raise additional funds to meet our monthly operating costs, we will have available cash for our operating needs for approximately one month. CORPORATE HISTORY AND DEVELOPMENT We were incorporated in the State of Nevada on September 13, 2000 as Galaxy Championship Wrestling, Inc., a media and entertainment company. As disclosed in our Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on March 27, 2023, since our inception, we have had various names and failed business plans. Since July 27, 2010, we have operated under the name Spectral Capital Corporation. On August 8, 2022, we increased our common stock, $0.0001 par value per share, from 500,000,000 to 1,000,000,000 (the “Increase in Authorized Capital”). On November 22, 2022, we effected a reverse stock split of our common stock whereby every ten (10) shares of issued and outstanding common stock was combined into one (1) share of common stock (the “Reverse Stock Split”). On February 26, 2013, we signed a definitive Technology Acquisition Agreement to acquire mobile search engine and mobile sharing technology from Fiveseas Securities Ltd. (“Fiveseas”). Under the agreement, we issued Fiveseas 5,000,000 shares of our common stock, par value $0.0001. The agreement called for the technology to reside within a newly formed Delaware corporation called Noot Holdings, Inc. (“Noot”), which we formed on February 28, 2013 and are a 60% owner of and Fiveseas is a 40% owner of. Fiveseas was granted a right of first refusal for any subsequent sale of the technology. On December 1, 2013, we signed a definitive Technology Acquisition Agreement to acquire a technology application and service that enhances the way people find, consume, analyze, share and discuss financial news and topics, equities, commodities and currencies on the web from TL Global Inc (“TL Global”). Under the agreement, we issued TL Global 5,000,000 shares of our common stock, par value $0.0001. The agreement 3 called for the technology to reside within a newly formed Delaware corporation called Monitr Holdings, Inc. (“Monitr”), which we formed on December 1, 2013 and are a 60% owner of and TL Global is a 40% owner of. TL Global was granted a right of first refusal for any subsequent sale of the technology. We have not been involved in a material bankruptcy, receivership, or similar proceeding. Other than as set forth above, in the prior five years, we have not been involved in any material reclassification, merger or consolidation. PRINCIPAL PRODUCTS AND SERVICES We have a majority ownership of two non-operating technology companies: Noot and Monitr. We plan to commercialize Noot and Monitr which will require substantial capital of at least $500,000 to upgrade their software. We do not currently have the financial means to commercialize these products and have not identified sources to finance the upgrade of the Noot and Monitr software. We intend to provide international long distance reselling services on a B2B basis for select customers through our efforts of development and control of switching infrastructure with SKY. We plan to provide wholesale voice services, global routing solutions and direct bilateral connections with major PTTs, Tier-1 carriers and mobile operators around the world. We are seeking relationships that can further expand our network and improve voice quality experience in order to increase the number of carriers and mobile operators around the world who utilize our network solutions. Through SKY, we plan to offer services along with new providers and expect to resume this business in Q3 2024 with one or more providers. Noot is no longer a working mobile application; however, its foundation of mobile search and machine learning is still relevant today. Given adequate funding to upgrade its software, we believe there are alternative markets in which Noot could enter. The mobile search sector has much room to grow. With the growth of financial technology (“Fintech”), Monitr has a growing list of competitors; however, we believe that Monitr´s trend-detecting software could perform well relative to the competition. Additionally, we plan to resume our telecommunication reselling service business in Q3 2024 with SKY. Our business differs from those companies whose capital reserves, successful previous ability to monetize technology and scale, efficiencies and existing customer base allow them to select and develop technology because we have very limited resources and have not located sources of capital to fund our operations. Competition We compete with a wide variety of parties in connection with our efforts to: (i) attract users to our services and the ones we intend to develop; (ii) develop, market and distribute our current and anticipated B2C (“Business to Consumer”) and B2B software applications (“Applications” or “Apps”) as developed by our portfolio companies; (iii) attract third parties to distribute our Applications and related technology; and (iv) attract advertisers. In the case of our anticipated search services generally, our competitors include Google and other destination search websites and search-centric portals (some of which provide a broad range of content and services and/or link to various desktop applications), third party toolbar, convenience search and applications providers, other search technology and convenience service providers (including internet access providers, social media platforms, online advertising networks, traditional media companies and companies that provide online content). When we market our portfolio search and analytics services, we compete against a variety of established players and new entrants. Moreover, many of our current and potential competitors have longer operating histories, greater brand recognition, larger customer bases and/or significantly greater financial, technical and marketing resources than we do. As a result, they have the ability to devote comparatively greater resources to the development and promotion of their products and services, which could result in greater market acceptance of their products and services relative to those offered by us. We are dependent upon the receipt of capital to fund our operations, which may not become available to us, and even if available it, may not be available upon commercially reasonable terms. 4 The telecommunication industry is a growing market, and new entrants frequently enter this industry. Entering the reselling industry does not require substantial capital. The most successful companies have developed long-lasting relationships with data carrier traffic providers and can utilize these relationships for high traffic within their networks. We are a new entrant to this industry and must form relationships in order to grow and develop our customer base. Providing carriers with technological advancements for better connections and high-quality customer service will be part of our mission in order to gain a competitive advantage. Principal Agreements Affecting Our Ordinary Business We do not have any current long-term agreements that impact our business. Information Technology Governmental Regulation Our operations are subject to various rules, regulations and limitations impacting the information technology industry as a whole. We are subject to numerous United States (U.S.) federal, state, and foreign laws and regulations covering a wide variety of subject matters. Like other companies in the technology industry, we face heightened scrutiny from both U.S. and foreign governments with respect to our compliance with laws and regulations. Many of these laws and regulations are evolving and their applicability and scope, as interpreted by the courts, remain uncertain. Our compliance with these laws and regulations may be onerous and could, individually or in the aggregate, increase our cost of doing business, make our products and services less useful, limit our ability to pursue certain business models, cause us to change our business practices, affect our competitive position relative to our peers, and/or otherwise have an adverse effect on our business, reputation, financial condition, and operating results. Environmental Matters We do not anticipate any significant impact of environmental regulations on our business. OPERATIONS We have acquired significant stakes in two technology companies as well as interests within telecommunications, data and switching services, specifically providing international long distance reselling services on a B2B basis. Our operations consist of fostering partnerships for the resumption and expansion of our telecommunication reselling business as well as the development and commercialization of portfolio technology, including attendant information security needs and providing consistent and reliable access to our applications/technology. Along with our partner, SKY, we intend to resume active operations within the telecommunication reselling services business within this fiscal year. Additionally, we are actively seeking optimal partners for our Noot and Monitr assets. We are seeking capital and expertise in order to develop these services to their full potential. RESEARCH AND DEVELOPMENT For the year ended December 31, 2023, we have not incurred research and development expenses related to the development of our current software products and for our previous technology business. SIGNIFICANT CUSTOMERS AND SUPPLIERS In the year ended December 31, 2023, we had 0 customers. And presently have 0 customers. We are not particularly dependent on any one customer or supplier. INTELLECTUAL PROPERTY We do not currently hold any patents or trademarks. 5 Trade Secrets Whenever we deem it important for purposes of maintaining the secrecy of information, such as sensitive and valuable search algorithms, we plan to require parties with whom we share, or who otherwise are likely to become privy to, our trade secrets or other confidential information to execute and deliver to us confidentiality and/or non-disclosure agreements. Among others, this may include employees, consultants and other advisors, each of whom may require us to execute such an agreement upon commencement of their employment, consulting or advisory relationships. These agreements will generally provide that all confidential information developed or made known to the individual by us during the course of the individual’s relationship with us is to be kept confidential and not to be disclosed to third parties except under specific circumstances. As of the date of this annual report on Form 10-K for the year ended December 31, 2023, we have executed non-disclosure agreements with key consultants or advisors. HUMAN CAPITAL For the year ended December 31, 2023, we had one full-time employee, Jenifer Osterwalder, our Chief Executive Officer, President, and Director. We also use the services of Stephen Spalding, our Interim Chief Financial and Accounting Officer, and Director. We are not subject to any collective bargaining agreements and believe that our relationships with our employees and consultants are good. Available Information Our common stock is quoted on the OTC Markets Pink Sheets under the symbol “FCCN”. We file annual, quarterly, and current reports and other information with the U.S. Securities Exchange Commission (the “SEC”). These filings are available to the public on the Internet at the SEC’s website at http://www.sec.gov. We maintain a website where our annual, quarterly and current reports and amendments to those reports, if any, are available free of charge. Item 1A. RISK FACTORS Not required.