Spectral Capital (FCCN) 10-Q 6 Nov 14 2014 Q3 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	9 Months Ended
	Sep. 30, 2014	Nov. 03, 2014
Document and Entity Information:	'	'
Entity Registrant Name	'SPECTRAL CAPITAL CORPORATION	'
Document Type	'10-Q	'
Document Period End Date	30-Sep-14	'
Amendment Flag	'false	'
Entity Central Index Key	'0001131903	'
Current Fiscal Year End Date	'--12-31	'
Entity Common Stock, Shares Outstanding	'	117,857,623
Entity Filer Category	'Smaller Reporting Company	'
Entity Current Reporting Status	'Yes	'
Entity Voluntary Filers	'No	'
Entity Well-known Seasoned Issuer	'No	'
Document Fiscal Year Focus	'2014	'
Document Fiscal Period Focus	'Q3	'
Entity Incorporation, Date of Incorporation	13-Sep-00	'
Entity Incorporation, State Country Name	'Nevada	'

CONSOLIDATED_BALANCE_SHEETS

CONSOLIDATED BALANCE SHEETS (USD $)	Sep. 30, 2014	Dec. 31, 2013
Assets:	'	'
Cash and cash equivalents	$300,611	$786,137
Accounts receivable - related party	323,978	323,978
Current assets	624,589	1,110,115
Property and equipment, net	'	'
Investment in Kontexto, Inc.	537,000	537,000
Intangible assets, net	3,415,014	4,693,770
Total Assets	4,576,603	6,340,885
Liabilities and Stockholders' Equity:	'	'
Accounts payable	'	'
Accounts payable and accrued liabilities	33,295	'
Related party advances	383,277	398,112
Current liabilities	416,572	398,112
Total Liabilities	416,572	398,112
Stockholders' Equity:	'	'
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, 17,857,623 shares issued and outstanding as of September 30, 2014 and December 31, 2013	11,786	11,786
Additional paid-in capital	25,155,277	24,687,359
Common stock warrants	1,831,500	1,831,500
Prepaid consulting	'	-47,345
Accumulated deficit	-24,022,933	-22,339,584
Total stockholders' equity	2,975,630	4,143,716
Non-controlling interest	1,184,401	1,799,057
Total equity	4,160,031	5,942,773
Total liabilities and stockholders' equity	$4,576,603	$6,340,885

CONSOLIDATED_BALANCE_SHEETS_PA

CONSOLIDATED BALANCE SHEETS PARENTHETICAL (USD $)	Sep. 30, 2014	Dec. 31, 2013
CONSOLIDATED BALANCE SHEETS PARENTHETICAL	'	'
Preferred stock par value	$0.00	$0.00
Preferred stock shares authorized	5,000,000	5,000,000
Preferred stock shares issued	'	'
Preferred stock shares outstanding	'	'
Common stock par value	$0.00	$0.00
Common stock shares authorized	500,000,000	500,000,000
Common stock shares issued	117,857,623	117,857,623
Common stock shares outstanding	117,857,623	117,857,623

CONSOLIDATED_STATEMENTS_OF_OPE

CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
CONSOLIDATED STATEMENTS OF OPERATIONS	'	'	'	'
Revenues	'	'	'	'
Operating expenses:	'	'	'	'
Selling, general and administrative	25,319	49,369	136,681	182,878
Wages and benefits	51,963	39,260	112,824	78,173
Legal fees	'	'	'	'
Research and development	85,340	'	254,481	'
Stock-based compensation	108,629	676,754	515,263	2,030,262
Depreciation and amortization	426,252	239	1,278,756	717
Impairment of investments	'	'	'	5,861,500
Total operating expenses	697,503	765,622	2,298,005	8,153,530
Net loss	-697,503	-765,622	-2,298,005	-8,153,530
Loss attributable to non-controlling interest	207,543	'	614,656	'
Net loss attributable to Spectral Capital Corporation	($489,960)	($765,622)	($1,683,349)	($8,153,530)
Basic and diluted loss per common share	$0	($0.01)	($0.01)	($0.07)
Weighted average shares - basic and diluted	117,857,623	112,857,823	117,857,623	110,077,770

CONSOLIDATED_STATEMENTS_OF_CAS

CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:	'	'
Net loss attributable to Spectral Capital Corporation	($1,683,349)	($8,153,530)
Adjustments to reconcile net loss to net cash used in by operating activities:	'	'
Non-controlling interest	-614,656	'
Depreciation and amortization	1,278,756	717
Stock-based compensation	515,263	2,030,262
Impairment of investments	'	5,861,500
Changes in operating assets and liabilities:	'	'
Change in accounts payable and accrued expenses	33,295	2,500
Net cash used in operating activities	-470,691	-258,551
CASH FLOWS FROM INVESTING ACTIVITIES:	'	'
Development of internet search technology	'	-115,022
Net cash used in investing activities	'	-115,022
CASH FLOWS FROM FINANCING ACTIVITIES:	'	'
Proceeds from related party advances	-14,835	172,447
Proceeds from sale of common stock	'	1,000,000
Net cash (used in) provided by financing activities	-14,835	1,172,447
Change in cash and cash equivalents	-485,526	798,874
Cash and cash equivalents, beginning of period	786,137	84,091
Cash and cash equivalents, end of period	300,611	882,965
Supplemental disclosures of cash flow information:	'	'
Cash paid for interest	'	'
Cash paid for income taxes	'	'

Note_1_Nature_of_Operations

Note 1 - Nature of Operations	9 Months Ended
	Sep. 30, 2014
Notes	'
Note 1 - Nature of Operations	'
	NOTE 1 – NATURE OF OPERATIONS
	Spectral Capital Corporation (the "Company" or "Spectral") was incorporated on September 13, 2000 under the laws of the State of Nevada. The Company was formerly in the business of developing internet search engine technology. From August 2010 until December 2012, the Company evaluated and sought out opportunities in the natural resource sector.  Spectral acquired various interests in natural resource assets in Russia, Kazakhstan and Alberta, Canada.  In December 2012, Spectral changed its corporate focus from the natural resource sector and back to information technology.  Spectral has divested of its principal natural resource asset in Alberta, Canada and intends to divest any remaining natural resources in the near future and focus solely on acquiring and developing information technology. See Notes 5 and 6 for disclosures regarding the acquisition of certain technology and a cost investment.
	Spectral is focused on the identification, acquisition, development, financing of technology that has the potential to transform existing industries. The Company looks for technology that can be protected through patents or laws regarding trade secrets.  Spectral has acquired significant stakes in three technology companies currently 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.

Note_2_Summary_of_Significant_

Note 2 - Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2014
Notes	'
Note 2 - Summary of Significant Accounting Policies	'
	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	Managements' Plans
	The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  The Company has limited operating history, has not generated revenues from our planned principal operations and has sustained substantial losses since inception. However, as of September 30, 2014, the Company has cash on hand of $300,611 and positive working capital of $208,017. The Company expects current cash on hand will be able to fund operations for up to 12 months. In view of this matter, the ability of the Company to continue as a going concern is dependent upon growth of revenues.
	Interim Consolidated Financial Statements
	The accompanying unaudited interim consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the United States Securities and Exchange Commission.  Certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these consolidated financial statements have been included.  Such adjustments consist of normal recurring adjustments.  These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2013. The results of operations for the three and nine months ended September 30, 2014 are not indicative of the results that may be expected for the full year.
	Risks and Uncertainties
	We have a limited operating history and have not generated revenues from our planned principal operations.
	Our business and operations are sensitive to general business and economic conditions in the U.S. and worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the U.S. and world economy. A host of factors beyond our control could cause fluctuations in these conditions, including the political environment and acts or threats of war or terrorism. Adverse developments in these general business and economic conditions, including through recession, downturn or otherwise, could have a material adverse effect on our financial condition and our results of operations.
	We currently have no sales and limited marketing and/or distribution capabilities. We have limited experience in developing, training or managing a sales force and will incur substantial additional expenses if we decide to market any of our current and future products. Developing a marketing and sales force is also time consuming and could delay launch of our future products. In addition, we will compete with many companies that currently have extensive and well-funded marketing and sales operations. Our marketing and sales efforts may be unable to compete successfully against these companies.
	Our industry is characterized by rapid changes in technology and customer demands. As a result, our products may quickly become obsolete and unmarketable. Our future success will depend on its ability to adapt to technological advances, anticipate customer demands, develop new products and enhance our current products on a timely and cost-effective basis. Further, our products must remain competitive with those of other companies with substantially greater resources. We may experience technical or other difficulties that could delay or prevent the development, introduction or marketing of new products or enhanced versions of existing products. Also, we may not be able to adapt new or enhanced products to emerging industry standards, and our new products may not be favourably received.
	Principles of Consolidation
	The accompanying consolidated financial statements include the accounts of the Company, Spectral Holdings, Inc, and its 60% owned subsidiaries, Noot Holdings, Inc. from its date of incorporation of February 28, 2013, and Monitr Holdings, Inc. from its date of incorporation of December 1, 2013. Previously, the Company included the operations of Extractive Resources Corporation and Shamrock Oil and Gas, Ltd. Shamrock was 60% owned by Extractive Resources Corporation which were disposed on December 31, 2012.  All material intercompany accounts and transactions have been eliminated in consolidation.
	Basis of Presentation
	The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.
	Fair Value of Financial Instruments
	Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value:
	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.
	The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. As of September 30, 2014 and December 31, 2013, the Company doesn't have any assets or liabilities in which would be considered Level 2 or 3.
	The Company’s financial instruments consist of cash and cash equivalents, accounts receivable from related party, investments in technologies, accounts payable and accrued expenses and related party advances. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these consolidated financial statements.
	The Company measures certain assets at fair value on a nonrecurring basis. These assets include cost method investments when they are deemed to be other-than-temporarily impaired, assets acquired and liabilities assumed in an acquisition or in a nonmonetary exchange, and property and equipment and intangible assets that are written down to fair value when they are held for sale or determined to be impaired. During the year ended December 31, 2013, the Company acquired various technologies and an investment in a third party in which the investment is being treated under the cost basis of accounting. See Notes 4 and 5, for discussion regarding day one impairment charges related to these items. Excluding these items, the Company did not have any significant assets or liabilities that were measured at fair value on a nonrecurring basis in periods subsequent to initial recognition.
	Stock-Based Compensation
	The Company accounts for employee stock-based compensation in accordance with the guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values.
	Use of Estimates
	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.
	Basic Loss Per Share
	Basic loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Common share equivalents totalling 20,400,000 and 20,400,000 were outstanding at September 30, 2014 and 2013, respectively, representing outstanding warrants and options, and were not included in the computation of diluted earnings per share for the three and nine months ended September 30, 2014 and 2013, as their effect would have been anti-dilutive.
	Investment in Securities
	The Company’s investments consisting of common shares of non-controlled entities are accounted for on the cost basis.  Impairment losses will be recorded when indicators of impairment are present.  See Note 5 for additional information.
	Non-Controlling Interests
	Non-controlling interest disclosed within the consolidated statement of operations represents the minority ownership's 40% share of net losses of Noot Holdings, Inc. and Monitr Holdings, Inc incurred during the three and nine months ended September 30, 2014. The following table sets forth the changes in non-controlling interest for the nine months ended September 30, 2014:
			Non-Controlling
			Interest
	Balance at December 31, 2013		$         1,799,057
	Contribution of intangible assets by minority shareholder		-
	Net loss attributable to non-controlling interest		(614,656)
	Balance at September 30, 2014		$         1,184,401
	Foreign Currency
	The Company's functional currency is the United States Dollar. Transaction gains or losses related to balances denominated in a currency other than the functional currency are recognized in the consolidated statements of operations. As a result of these foreign currency transactions, the Company has recorded foreign currency losses of $0 and $0 during the nine months ended September 30, 2014 and 2013, respectively, recorded within selling, general, and administrative expenses on the accompanying consolidated statement of operations.
	New Accounting Pronouncements
	The Financial Accounting Standards Board issued Accounting Standard Updates (“ASU”) to amend the authoritative literature in ASC. ASU 2014-10, Development Stage Entities (Topic 915) Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation in June 2014 aims to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements for development stage entities by removing all incremental financial reporting requirements from development stage entities. Users of financial statements of development stage entities determined that the development stage entity distinction, the inception-to-date information, and certain other disclosures has limited relevance and is generally not useful. ASU 2014-10 is effective for annual reporting periods beginning after December 15, 2014. We have elected early adoption of ASU 2014-10 for this filing.  We have provided additional disclosures as described in the preceding paragraphs under ASC 275 Risks and Uncertainties as required by this ASU.

Note_3_Discontinued_Operations

Note 3 - Discontinued Operations	9 Months Ended
	Sep. 30, 2014
Notes	'
Note 3 - Discontinued Operations	'
	NOTE 3 – DISCONTINUED OPERATIONS
	In prior years, the Company had limited activity related to mineral, oil and gas properties.  All such activities and business in such properties were discontinued, sold/transferred either prior to or during the year ended December 31, 2012.  The transactions do not have an impact on the financial statements being presented as of September 30, 2014 and December 31, 2013 and for the nine months ended September 30, 2014 and 2013. There were no material assets or liabilities associated with discontinued operations.
	Shamrock Oil & Gas Ltd
	On December 31, 2012, the Company entered into an agreement with Akoranga AG, a Company owned by the CEO of Spectral to transfer its ownership interests in the Shamrock Oil and Gas properties for $950,000, the value of Spectral’s contributions to the project to that date. In satisfaction of the purchase price, Akoranga agreed to offset liabilities of Spectral in the amount of $626,022.  The balance owing Spectral of $323,978 is non-interest bearing and was to be repaid within a one year period. During the prior year, the due date of the receivable under the agreement was extended to December 31, 2014.

Note_4_Technology_Assets

Note 4 - Technology Assets	9 Months Ended
	Sep. 30, 2014
Notes	'
Note 4 - Technology Assets	'
	NOTE 4 – TECHNOLOGY ASSETS
	On February 26, 2013, the Company, through its subsidiary, Spectral Holdings, Inc. signed a definitive Technology Acquisition Agreement (“Agreement”) to acquire mobile search engine and mobile sharing technology from Fiveseas Securities Ltd (“Fiveseas").  Under the Agreement, the Company issued Fiveseas 5,000,000 shares of the Company's common stock.  The Agreement called for the technology to reside within a newly formed entity called Noot Holdings, Inc. (“Noot”), a Delaware corporation, which the Company is 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.  The common shares were valued at $3,000,000 based on the closing market price of the Company's common stock as of the date of the agreement. In addition, the fair value assigned to the asset contributed by Fiveseas was $2,000,000, resulting in total intangible assets of $5,000,000 being recorded. The Company has recorded the value as an investment in technology as the in process development did not constitute a business. The Company records income/losses from Noot attributable to the percentage owned by Fiveseas as a non-controlling interest. The Company completed substantial development of the technology acquired during September 2013. Costs were capitalized in relation to the technology’s development through September 30, 2013.  During the year ended December 31, 2013, costs of approximately $115,000 were capitalized in connection with the continued development. Starting October 1, 2013, the Company began amortizing the asset over three years and expects to record annual amortization expense of approximately $1,705,000, $1,705,000 and $1,279,000 in 2014, 2015, and 2016, respectively. During the nine months ended September 30, 2014 and 2013, the Company amortized $1,278,756 and $0, respectively to depreciation and amortization on the accompanying consolidated statements of operations.
	On December 1, 2013, the Company, through its subsidiary, Spectral Holdings, Inc. signed a definitive Technology Acquisition Agreement (“Agreement”) to acquire technology which 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, the Company issued TL Global 5,000,000 shares of the Company's common stock.  The Agreement calls for the technology to reside within a newly formed entity called Monitr Holdings, Inc.( “Monitr”), a Delaware corporation, which the Company is 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.  The common shares were valued at $1,300,000 based on the closing market price of the Company's common stock as of the date of the agreement. In addition, the fair value assigned to the asset contributed by TL Global was $866,667, resulting in total assets of $2,166,667 being recorded. The Company has recorded the value as an investment in technology as the in process development did not constitute a business. The Company determined that the technology required extensive development in order to achieve technological feasibility, and expensed $2,161,667, the entire value of the investment except for $5,000 assigned to the website domain. The Company records income/losses from Monitr attributable to the percentage owned by TL Global as a non-controlling interest. Costs will be capitalized in relation to the technology’s development assuming they meet the qualifications.

Note_5_Cost_Investment

Note 5 - Cost Investment	9 Months Ended
	Sep. 30, 2014
Notes	'
Note 5 - Cost Investment	'
	NOTE 5 – COST INVESTMENT
	On March 14, 2013, the Company entered into an agreement to purchase 8% of the issued and outstanding common shares of Kontexto, Inc., (“Kontexto”) a Canadian corporation.  The Company purchased the shares from Sargas Capital, Ltd., a minority shareholder in exchange for 5,000,000 common shares of the Company's common stock and warrants to purchase 5,000,000 shares of the Company's common stock at $0.85 per share, expiring on March 13, 2015 (see Note 7).  The Company's CEO is an officer of Sargas Capital, Ltd. but does not have any holdings in Sargas Capital, Ltd. The Company valued the common stock using the closing price of the Company's common stock on the date of the agreement and the warrants were valued using the Black-Scholes pricing model. The Company’s investment in 8% of the common shares, initially valued at $6,398,500, is accounted for on the cost basis.  During the year ended March 31, 2013, a third party valuation specialist valued the investment in Kontexto using a hybrid between the market and income methods and determined that the fair value was $537,500.  Accordingly, an impairment loss of $5,861,500 was recognized during the year ended December 31, 2013.

Note_6_Related_Party_Transacti

Note 6 - Related Party Transactions	9 Months Ended
	Sep. 30, 2014
Notes	'
Note 6 - Related Party Transactions	'
	NOTE 6 – RELATED PARTY TRANSACTIONS
	At September 30, 2014 and December 31, 2013, $383,277 and $398,112, respectively, was owed to the CEO of Spectral and Akoranga AG, a Swiss Company owned by the CEO of Spectral. Akoranga was formed to facilitate Spectral’s business in Europe. Fees charged for services provided by Akoranga totaled approximately $18,239 and $77,065 for nine months ended September 30, 2014 and 2013, respectively.  Fees charged by Akoranga are calculated at 10% of transactions processed by them on behalf of the Company.
	See Note 3 for an additional transaction with Akoranga.

Note_7_Stockholders_Equity

Note 7 - Stockholders Equity	9 Months Ended
	Sep. 30, 2014
Notes	'
Note 7 - Stockholders Equity	'
	NOTE 7 – STOCKHOLDERS EQUITY
	Common Stock Issuances
	On February 26, 2013, the Company issued 5,000,000 shares of common stock with a deemed value of
	$3,000,000 for technology assets (see Note 4).
	On March 7, 2013, Spectral sold 1,650,000 common shares at approximately $0.61 per share and received a total of $1,000,000 in financing proceeds.  Contemporaneously, Spectral issued warrants to purchase 1,650,000 common shares at an exercise price of $0.80 per share.  The warrants expire March 7, 2015.  The warrants were valued using the Black-Scholes pricing model and $283,000 of the proceeds were allocated to the warrants.
	On March 14, 2013, the Company issued 5,000,000 shares of common stock and 5,000,000 warrants to purchase common shares at $0.85 per share for a cost investment (see Note 5).  The warrants expire on March 13, 2015.  The shares and warrants had a deemed value of $4,850,000 and $1,548,500, respectively.
	Stock Option Plan
	The Company has adopted a stock option and award plan to attract, retain and motivate its directors, officers, employees, consultants and advisors. Options provide the opportunity to acquire a proprietary interest in the Company and to benefit from its growth. Vesting terms and conditions are determined by the Board of Directors at the time of the grant. The Plan provides for the issuance of up to 15,000,000 common shares for employees, consultants, directors, and advisors.
	Employee stock-based compensation expense relating to options granted in 2010 and 2012 and recognized during the nine months ended September 30, 2014 and 2013 totalled $515,263 and $2,030,262, respectively. At September 30, 2014, unrecognized expense of $458,624 remains to be recognized through 2015.
	During the nine months ended September 30, 2014, $47,345 of prepaid consulting expense, which related to stock options granted to non-employees in prior years, was charged to stock-based compensation on the accompanying statement of operations.  No unamortized prepaid consulting expense remains as of September 30, 2014.
		Stock Options	Weighted Average Exercise Price	Weighted Average Life Remaining
	Outstanding, December 31, 2013	13,750,000	$       0.75	7.50
	Issued	-	-	-
	Exercised	-	-	-
	Expired	-	-	-
	Outstanding, September 30, 2014	13,750,000	$       0.75	6.75
	Vested, September 30, 2014	12,950,000	$       0.73	6.79
	Warrants
	As of September 30, 2014 and December 31, 2013, the Company has 6,650,000 outstanding warrants.

Note_8_Supplemental_Disclosure

Note 8- Supplemental Disclosures of Non-cash Investing and Financing Activities	9 Months Ended
	Sep. 30, 2014
Notes	'
Note 8- Supplemental Disclosures of Non-cash Investing and Financing Activities	'
	NOTE 8– SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES
		Nine Months	Nine Months
		Ended	Ended
		30-Sep-14	30-Sep-13
	Non cash investing and financing activities:
	Issuance of common stock warrants	$                -	$       1,548,500
	Issuance of stock for technology asset and cost investment	$                -	$       7,850,000

Note_9_Subsequent_Events

Note 9 - Subsequent Events	9 Months Ended
	Sep. 30, 2014
Notes	'
Note 9 - Subsequent Events	'
	NOTE 9– SUBSEQUENT EVENTS
	In accordance with ASC 855-10, the Company has analyzed its operations subsequent to September 30, 2014 to the date these consolidated financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements.

Note_2_Summary_of_Significant_1

Note 2 - Summary of Significant Accounting Policies: Managements' Plans (Policies)	9 Months Ended
	Sep. 30, 2014
Policies	'
Managements' Plans	'
	Managements' Plans
	The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  The Company has limited operating history, has not generated revenues from our planned principal operations and has sustained substantial losses since inception. However, as of September 30, 2014, the Company has cash on hand of $300,611 and positive working capital of $208,017. The Company expects current cash on hand will be able to fund operations for up to 12 months. In view of this matter, the ability of the Company to continue as a going concern is dependent upon growth of revenues.

Note_2_Summary_of_Significant_2

Note 2 - Summary of Significant Accounting Policies: Interim Consolidated Financial Statements (Policies)	9 Months Ended
	Sep. 30, 2014
Policies	'
Interim Consolidated Financial Statements	'
	Interim Consolidated Financial Statements
	The accompanying unaudited interim consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the United States Securities and Exchange Commission.  Certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these consolidated financial statements have been included.  Such adjustments consist of normal recurring adjustments.  These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2013. The results of operations for the three and nine months ended September 30, 2014 are not indicative of the results that may be expected for the full year.

Note_2_Summary_of_Significant_3

Note 2 - Summary of Significant Accounting Policies: Principles of Consolidation (Policies)	9 Months Ended
	Sep. 30, 2014
Policies	'
Principles of Consolidation	'
	Principles of Consolidation
	The accompanying consolidated financial statements include the accounts of the Company, Spectral Holdings, Inc, and its 60% owned subsidiaries, Noot Holdings, Inc. from its date of incorporation of February 28, 2013, and Monitr Holdings, Inc. from its date of incorporation of December 1, 2013. Previously, the Company included the operations of Extractive Resources Corporation and Shamrock Oil and Gas, Ltd. Shamrock was 60% owned by Extractive Resources Corporation which were disposed on December 31, 2012.  All material intercompany accounts and transactions have been eliminated in consolidation.

Note_2_Summary_of_Significant_4

Note 2 - Summary of Significant Accounting Policies: Accounting Basis (Policies)	9 Months Ended
	Sep. 30, 2014
Policies	'
Accounting Basis	'
	Basis of Presentation
	The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Note_2_Summary_of_Significant_5

Note 2 - Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies)	9 Months Ended
	Sep. 30, 2014
Policies	'
Fair Value of Financial Instruments	'
	Fair Value of Financial Instruments
	Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value:
	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.
	The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. As of September 30, 2014 and December 31, 2013, the Company doesn't have any assets or liabilities in which would be considered Level 2 or 3.
	The Company’s financial instruments consist of cash and cash equivalents, accounts receivable from related party, investments in technologies, accounts payable and accrued expenses and related party advances. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these consolidated financial statements.
	The Company measures certain assets at fair value on a nonrecurring basis. These assets include cost method investments when they are deemed to be other-than-temporarily impaired, assets acquired and liabilities assumed in an acquisition or in a nonmonetary exchange, and property and equipment and intangible assets that are written down to fair value when they are held for sale or determined to be impaired. During the year ended December 31, 2013, the Company acquired various technologies and an investment in a third party in which the investment is being treated under the cost basis of accounting. See Notes 4 and 5, for discussion regarding day one impairment charges related to these items. Excluding these items, the Company did not have any significant assets or liabilities that were measured at fair value on a nonrecurring basis in periods subsequent to initial recognition.

Note_2_Summary_of_Significant_6

Note 2 - Summary of Significant Accounting Policies: Stock-based Compensation (Policies)	9 Months Ended
	Sep. 30, 2014
Policies	'
Stock-based Compensation	'
	Stock-Based Compensation
	The Company accounts for employee stock-based compensation in accordance with the guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values.

Note_2_Summary_of_Significant_7

Note 2 - Summary of Significant Accounting Policies: Use of Estimates (Policies)	9 Months Ended
	Sep. 30, 2014
Policies	'
Use of Estimates	'
	Use of Estimates
	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.

Note_2_Summary_of_Significant_8

Note 2 - Summary of Significant Accounting Policies: Basic Income (loss) Per Share (Policies)	9 Months Ended
	Sep. 30, 2014
Policies	'
Basic Income (loss) Per Share	'
	Basic Loss Per Share
	Basic loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Common share equivalents totalling 20,400,000 and 20,400,000 were outstanding at September 30, 2014 and 2013, respectively, representing outstanding warrants and options, and were not included in the computation of diluted earnings per share for the three and nine months ended September 30, 2014 and 2013, as their effect would have been anti-dilutive.

Note_2_Summary_of_Significant_9

Note 2 - Summary of Significant Accounting Policies: Investment in Securities (Policies)	9 Months Ended
	Sep. 30, 2014
Policies	'
Investment in Securities	'
	Investment in Securities
	The Company’s investments consisting of common shares of non-controlled entities are accounted for on the cost basis.  Impairment losses will be recorded when indicators of impairment are present.  See Note 5 for additional information.

Recovered_Sheet1

Note 2 - Summary of Significant Accounting Policies: Non-controlling Interests (Policies)	9 Months Ended
	Sep. 30, 2014
Policies	'
Non-controlling Interests	'
	Non-Controlling Interests
	Non-controlling interest disclosed within the consolidated statement of operations represents the minority ownership's 40% share of net losses of Noot Holdings, Inc. and Monitr Holdings, Inc incurred during the three and nine months ended September 30, 2014. The following table sets forth the changes in non-controlling interest for the nine months ended September 30, 2014:
		Non-Controlling
		Interest
	Balance at December 31, 2013	$         1,799,057
	Contribution of intangible assets by minority shareholder	-
	Net loss attributable to non-controlling interest	(614,656)
	Balance at September 30, 2014	$         1,184,401

Recovered_Sheet2

Note 2 - Summary of Significant Accounting Policies: Foreign Currency (Policies)	9 Months Ended
	Sep. 30, 2014
Policies	'
Foreign Currency	'
	Foreign Currency
	The Company's functional currency is the United States Dollar. Transaction gains or losses related to balances denominated in a currency other than the functional currency are recognized in the consolidated statements of operations. As a result of these foreign currency transactions, the Company has recorded foreign currency losses of $0 and $0 during the nine months ended September 30, 2014 and 2013, respectively, recorded within selling, general, and administrative expenses on the accompanying consolidated statement of operations.

Recovered_Sheet3

Note 2 - Summary of Significant Accounting Policies: New Accounting Pronouncements (Policies)	9 Months Ended
	Sep. 30, 2014
Policies	'
New Accounting Pronouncements	'
	New Accounting Pronouncements
	The Financial Accounting Standards Board issued Accounting Standard Updates (“ASU”) to amend the authoritative literature in ASC. ASU 2014-10, Development Stage Entities (Topic 915) Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation in June 2014 aims to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements for development stage entities by removing all incremental financial reporting requirements from development stage entities. Users of financial statements of development stage entities determined that the development stage entity distinction, the inception-to-date information, and certain other disclosures has limited relevance and is generally not useful. ASU 2014-10 is effective for annual reporting periods beginning after December 15, 2014. We have elected early adoption of ASU 2014-10 for this filing.  We have provided additional disclosures as described in the preceding paragraphs under ASC 275 Risks and Uncertainties as required by this ASU.

Recovered_Sheet4

Note 2 - Summary of Significant Accounting Policies: Non-controlling Interests: Changes in Noncontrolling Interest (Tables)	9 Months Ended
	Sep. 30, 2014
Tables/Schedules	'
Changes in Noncontrolling Interest	'
		Non-Controlling
		Interest
	Balance at December 31, 2013	$         1,799,057
	Contribution of intangible assets by minority shareholder	-
	Net loss attributable to non-controlling interest	(614,656)
	Balance at September 30, 2014	$         1,184,401

Note_7_Stockholders_Equity_Sch

Note 7 - Stockholders Equity: Schedule of Share-based Compensation, Activity (Tables)	9 Months Ended
	Sep. 30, 2014
Tables/Schedules	'
Schedule of Share-based Compensation, Activity	'
		Stock Options	Weighted Average Exercise Price	Weighted Average Life Remaining
	Outstanding, December 31, 2013	13,750,000	$       0.75	7.50
	Issued	-	-	-
	Exercised	-	-	-
	Expired	-	-	-
	Outstanding, September 30, 2014	13,750,000	$       0.75	6.75
	Vested, September 30, 2014	12,950,000	$       0.73	6.79

Note_8_Supplemental_Disclosure1

Note 8- Supplemental Disclosures of Non-cash Investing and Financing Activities: Schedule of Cash Flow, Supplemental Disclosures (Tables)	9 Months Ended
	Sep. 30, 2014
Tables/Schedules	'
Schedule of Cash Flow, Supplemental Disclosures	'
		Nine Months	Nine Months
		Ended	Ended
		30-Sep-14	30-Sep-13
	Non cash investing and financing activities:
	Issuance of common stock warrants	$                -	$       1,548,500
	Issuance of stock for technology asset and cost investment	$                -	$       7,850,000

Note_1_Nature_of_Operations_De

Note 1 - Nature of Operations (Details)	9 Months Ended
	Sep. 30, 2014
Details	'
Entity Incorporation, Date of Incorporation	13-Sep-00
Entity Incorporation, State Country Name	'Nevada

Recovered_Sheet5

Note 2 - Summary of Significant Accounting Policies: Managements' Plans (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013	Sep. 30, 2013	Dec. 31, 2012
Details	'	'	'	'
Cash and cash equivalents	$300,611	$786,137	$882,965	$84,091
Working Capital	$208,017	'	'	'

Recovered_Sheet6

Note 2 - Summary of Significant Accounting Policies: Principles of Consolidation (Details)	Sep. 30, 2014
Details	'
Noncontrolling Interest, Ownership Percentage by Parent	60.00%

Recovered_Sheet7

Note 2 - Summary of Significant Accounting Policies: Basic Income (loss) Per Share (Details)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Details	'	'
Common share equivalents	20,400,000	20,400,000

Recovered_Sheet8

Note 2 - Summary of Significant Accounting Policies: Non-controlling Interests: Changes in Noncontrolling Interest (Details) (Non-Controlling Interest, USD $)	9 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Non-Controlling Interest	'	'
Noncontrolling Interest in Variable Interest Entity	$1,184,401	$1,799,057
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest	($614,656)	'

Recovered_Sheet9

Note 2 - Summary of Significant Accounting Policies: Foreign Currency (Details) (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Details	'	'
Foreign Currency Transaction Gain (Loss), before Tax	$0	$0

Note_3_Discontinued_Operations1

Note 3 - Discontinued Operations (Details) (USD $)	12 Months Ended
	Dec. 31, 2012
Details	'
Transfer of ownership interests with Akoranaga Ga	$950,000
Spectral Liabilities Offset in Akoranga AG Agreement	626,022
Increase (Decrease) in Notes Receivable, Related Parties, Current	$323,978

Note_4_Technology_Assets_Detai

Note 4 - Technology Assets (Details) (USD $)	9 Months Ended		12 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Dec. 01, 2013	Feb. 26, 2013
Details	'	'	'	'	'
Common shares value	'	'	'	$1,300,000	$3,000,000
Fair Value Assigned to the Asset Contributed by Fiveseas	'	'	'	'	2,000,000
Total Instangible Assets Related to Fiveseas	'	'	'	'	5,000,000
Approximate cost capitalized in connection with the continued development	'	'	115,000	'	'
Finite-Lived Intangible Assets, Amortization Expense, Remainder of Fiscal Year	'	'	1,705,000	'	'
Finite-Lived Intangible Assets, Amortization Expense, Rolling Year Two	'	'	1,705,000	'	'
Finite-Lived Intangible Assets, Amortization Expense, Rolling Year Three	'	'	1,279,000	'	'
Amortization of Intangible Assets	1,278,756	0	'	'	'
Fair Value Assigned to the Asset Contributed by TL Global	'	'	'	866,667	'
Total Instangible Assets Related to TL Global	'	'	'	$2,166,667	'

Note_5_Cost_Investment_Details

Note 5 - Cost Investment (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Mar. 14, 2013
Cost-method Investments, Other than Temporary Impairment	$5,861,500	'
Kontexto	'	'
Stock Issued During Period, Shares, New Issues	5,000,000	'
Warrants Issued To Purchase Common Shares	'	5,000,000
Exercise of Warrants price per share	'	$0.85
Total Investment Value	'	6,398,500
Fair value of investement	$537,500	'

Note_6_Related_Party_Transacti1

Note 6 - Related Party Transactions (Details) (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Details	'	'	'
Related party advances	$383,277	'	$398,112
Service Fees from Akoranga	$18,239	$77,065	'

Note_7_Stockholders_Equity_Det

Note 7 - Stockholders Equity (Details) (USD $)	9 Months Ended			1 Months Ended			1 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Feb. 28, 2013	Mar. 31, 2013	Mar. 07, 2013	Mar. 31, 2013	Mar. 14, 2013
				Common Stock Issuance 1	Common Stock Issuance 2	Common Stock Issuance 2	Common Stock Issuance 3	Common Stock Issuance 3
Stock Issued During Period, Shares, Purchase of Assets	'	'	'	5,000,000	'	'	'	'
Fair Value of Assets Acquired	'	'	'	$3,000,000	'	'	'	'
Development Stage Entities, Stock Issued, Shares, Issued for Cash	'	'	'	'	1,650,000	'	5,000,000	'
Stock Issued Share Price	'	'	'	'	'	0.61	'	'
Proceeds From Sale Of Common Stock	'	'	'	'	'	1,000,000	'	'
Warrants Issued To Purchase Common Shares	'	'	'	'	'	1,650,000	'	5,000,000
Exercise of Warrants price per share	'	'	'	'	'	$0.80	'	$0.85
Deemed value of warrants	'	'	'	'	'	283,000	'	1,548,500
Deemed value of shares	'	'	'	'	'	'	'	4,850,000
Stock-based compensation expense	515,263	2,030,262	'	'	'	'	'	'
Stock-based compensation unrecognized expense	458,624	'	'	'	'	'	'	'
Prepaid Consulting Expense	$47,345	'	'	'	'	'	'	'
Outstanding Warrants	6,650,000	'	6,650,000	'	'	'	'	'

Note_7_Stockholders_Equity_Sch1

Note 7 - Stockholders Equity: Schedule of Share-based Compensation, Activity (Details) (USD $)	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Details	'	'
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	13,750,000	13,750,000
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price	$0.75	$0.75
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	'6 years 9 months	'7 years 6 months
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares	12,950,000	'
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value	$0.73	'
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term	'6 years 9 months 14 days	'

Note_8_Supplemental_Disclosure2

Note 8- Supplemental Disclosures of Non-cash Investing and Financing Activities: Schedule of Cash Flow, Supplemental Disclosures (Details) (USD $)	9 Months Ended
	Sep. 30, 2013
Details	'
Issuance of common stock warrants	$1,548,500
Issuance of stock for technology asset and cost investment	$7,850,000