Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act      ☐Act.  [  ] Yes    ☒[X] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  ☒[  ] Yes   ☐[X] No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. ☒

[X] Yes    ☐[  ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   ☒

[X] Yes     ☐[  ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large“large accelerated filer," "accelerated filer"” “accelerated filer” and "smaller“smaller reporting company"company” in Rule 12b-2 of the Exchange Act).

As of FebruaryMarch 28, 2018, there are issued and2024, we have 42,018,162 shares of Common Stock outstanding, only common equity shares in the amount of 117,857,623 shares, par value $0.0001 of which there is only a single class. There are 5,000,000 preferred shares authorized and none issued and outstanding.

As of June 30, 2017,2023, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the last reported salesclosing price of such common equity was approximately $707,062.

This Annual Report on Form 10-K press releasescontains 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 certain information provided periodically in writing or verbally by our officers or our agents contain statements which constitute forward-looking statements. The words "may", "would", "could", "will", "expect", "estimate", "anticipate", "believe", "intend", "plan", "goal",financial position, business strategy and similar expressionsplans and variations thereofobjectives of management for future operations, are intended to specifically identify forward-looking statements. These statements appearinvolve 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 placesrisks, uncertainties and assumptions described in the section titled “Risk Factors” and elsewhere in this Annual Report on Form 10-K and include all statements that are not statements of historical fact regarding the intent, belief or current expectations of us, our directors or our officers, with respect to, among other things: (i) our liquidity and capital resources; (ii) our financing opportunities and plans; (iii) our ability to generate revenues; (iv) competition in our business segments; (v) market and other trends affecting our future financial condition or results of operations; (vi) our growth strategy and operating strategy; (vii) the declaration and/or payment of dividends; and (viii) any statements regarding any reserves, potential reserves, potential mineral yield or extraction costs with respect to our mining properties.

These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties, and other 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 these forward-looking statements. Any forward-looking statement in Part II, Item 7 of this annual reportAnnual Report on Form 10-K entitled Management's Discussionreflects our current view with respect to future events and Analysis or Planis subject to these and other risks, uncertainties, and assumptions relating to our operations, results of Operation, including without limitation the risk factors contained therein.operations, industry, and future growth. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Except as required by law, we undertakeassume no obligation to update any of theor revise these forward-looking statements for any reason, even if new information becomes available in the future.

This Annual Report on Form 10-K also contains estimates, projections, and other information concerning our industry, our business, and the markets for certain drugs, including data regarding the estimated size of those markets, their projected growth rates, and the incidence of certain medical conditions. Information that is based on estimates, forecasts, projections, or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, we obtained these industry, business, market, and other data from reports, research surveys, studies, and similar data prepared by third parties, industry, medical and general publications, government data, and similar sources. In some cases, we do not expressly refer to the sources from which these data are derived.

Except where the context otherwise requires, in this Annual Report on Form 10-K, “we,” “us,” “our,” and the

“Company” refer to Spectral Capital Corporation and, where appropriate, its consolidated subsidiaries.

PART I

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 report.

We were incorporated in the State of Nevada on September 13, 2000 as Galaxy Championship Wrestling, Inc., a media and entertainment company focused on developing, producing and marketing live entertainment in the professional wrestling sphere.

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 the agreementour common stock whereby every ten (10) shares of issued and outstanding common stock was extended to December 31, 2014. Ascombined into one (1) share of December 31, 2017, all loans with Akoranga have been forgiven. The forgiveness was treated as a capital contribution to additional paid-in capital as the Company's CEO also controls the operations of Akoranga.

We have a deep management expertise, developed knowledge withinmajority 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 media and analytics fields, attractive positioning,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 ability to identify and close transactions quickly andgrowth of financial technology (“Fintech”), Monitr has a willingness to invest in technologygrowing list of competitors; however, we believe that is mispricedMonitr´s trend-detecting software could perform well relative to its economic potential.  Although the 2008 financial crisis has abated and technology companies generally are enjoying some robust growth, it still remains a challenge for early stage technology companiescompetition. 

Additionally, we plan to find the financial and human resources to foster required growth.  This challenge creates an environment where Spectral can seek out and find high impact technology and investresume our telecommunication reselling service business in or acquire this technology at reasonable valuations.

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 by flooding the technology with financial and human resources.  Spectral's approach is much more targeted.  We only develop technology that we believe has a very specific fit with our expertise and limited capital.  We develop technology that does not require massive investments in sale and marketing in order to reach an initial audience.

We compete with a wide variety of parties in connection with our efforts to: (i) attract users to our various Analytics, Search & Software portfolio companiesservices and the ones we intend to develop; (ii) develop, market and distribute our current and anticipated B2C ("(“Business to Consumer"Consumer”) and B2B ("Business to Business") software applications ("Applications(“Applications” or Apps"“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 Yahoo!, Facebook, Amazon and other destination search websites and search centricsearch-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.

The telecommunication industry is a growing market, and new entrants frequently enter this industry. Entering the usefulness of our analyticsreselling industry does not require substantial capital. The most successful companies have developed long-lasting relationships with data carrier traffic providers and other content, the functionality of our various Websitescan utilize these relationships for high traffic within their networks. We are a new entrant to this industry and software and the quality of related content and features and the attractiveness of the services provided by our technology generally to consumers and business relative to those of our competitors. All of these attributes require capital expendituresmust form relationships in order to competegrow 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 this marketplace effectively.

We do not have any current long termlong-term agreements that impact our business.

Our operations are subject to various rules, regulations and limitations impacting the information technology industry as a whole.

We do not anticipate any significant impact of environmental regulations on our business.

We look for technology that addresses current market problems and that could be protected through patents or laws regarding trade secrets.  Spectral hashave acquired significant stakes in two technology companies currentlyas well as interests within telecommunications, data and actively works with management to drive these companies toward increasing market penetration in their particular verticals.  Spectral intends to own, in full or in part, technology companies whose founders and key management can take advantage of the deep networks and experience in technology development embodied in Spectral management.

Our operations consist of (1)fostering partnerships for the resumption and expansion of our telecommunication reselling business as well as the development and commercialization of portfolio technology;technology, including attendant information security needs and providing consistent and reliable access to our applications/technology.

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.

We regard our intellectual property rights, including trademarks, domain names, trade secrets, patents, copyrights and other similar intellectual property, as critical to our success.

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'sindividual’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, 2017,2023, we have executed non-disclosure agreements with all of our key employees, consultants or advisors.

HUMAN CAPITAL

For the year ended December 31, 2017,2023, we had one full-time employee.

We are not subject to any collective bargaining agreements and believe that our relationships with our employees and consultants are good.

Not required.

We rent a virtual office located at 701 Fifth 4500 9th Avenue Suite 4200,NE, Seattle, Washington, 98104.  Our telephone number is (206) 262-7820. The lease98105, 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 is a revolving three-month term.

We are not party to any material legal proceedings to whichmatters or claims. In the future, we were a party and we are not aware that any were contemplated. There can be no assurance, however, that we will not be made amay become party to litigationlegal matters and claims arising in the future. Any findingordinary course of liability imposed against us is likely tobusiness. We cannot predict the outcome of any such legal matters or claims, and despite the potential outcomes, the existence thereof may have an adverse effectimpact on our business, our financial condition, including liquidityus because of defense and profitability,settlement costs, diversion of management resources and our results of operations

Our common stock is quoted on the OTC Markets Pink Sheets under the symbol "FCCN"“FCCN”.

The following table sets forth the high and low bid prices for our common stock as reported each quarterly period within the last seventwo years on the OTC Bulletin Board,Markets Pink Sheets and as obtained from investopedia.com.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.

As of FebruaryMarch 28, 2018,2024, there were approximately 90ninety-seven (97) holders of record of our common shares.

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.

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, 20172023 and 20162022 and the related notes appearing elsewhere in this annual report. Our consolidated financial statements have been prepared in accordance with generally accepted accounting principles.

Our critical accounting policies, including the assumptions and judgments underlying those policies, are more fully described in the notes to our consolidated financial statements. We have consistently applied these policies in all material respects. Investors are cautioned, however, that these policies are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially. Set forth below are the accounting policies that we believe are most critical to an understanding of our financial condition, results of operations and liquidity.

The accompanying consolidated financial statements include the accounts of the Company, Spectral Holdings, Inc,Inc., its 60% owned subsidiary, Noot Holdings, Inc,Inc., from its date of incorporation of February 28, 2013, and its 60% owned subsidiary, Monitr Holdings, Inc. from its date of incorporation of December 1, 2013.  All material intercompany accounts and transactions have been eliminated in consolidation.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Spectral Capital Corporation ("Spectral"(“Spectral” or the Company,“Company”, also "We“We” or Us"“Us”) is a technology company focused on the identification, acquisition, development, and financing of technology that has the potential to transform existing industries. We lookhave interests in telecommunications, data and switching services, specifically providing international long distance reselling services on a business-to-business (“B2B”) basis. We intend to resume this line of our business and seek partnerships to expand our network as well as seek technological advancement opportunities that may provide us with a substantial advantage over our competition. Additionally, we have majority ownership of two non-operating technology companies: Noot Holdings, Inc. (“Noot”) and Monitr Holdings, Inc. (“Monitr”).  We believe the underlying technologies for technology that can be protected through patents or laws regarding trade secrets.  Spectral has acquired significant stakesboth Noot and Monitr have the potential to create profitable businesses on their own but require substantial capital to upgrade their software to become competitive. We currently do not have the financial means for these required upgrades and are actively seeking optimal partners for these assets in two technology companies currently and actively works with managementorder to drivedevelop these companies toward increasing market penetration inservices to their particular verticals.  Spectral intends to own, in full or in part, technology companies whose founders and key management can take advantage of the deep networks and experience in technology development embodied in Spectral management.