Spectral Capital (FCCN) 10-K 29 Mar 16 2015 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2015	Mar. 24, 2016	Jun. 30, 2015
Document and Entity Information:
Entity Registrant Name	SPECTRAL CAPITAL CORPORATION
Document Type	10-K
Document Period End Date	Dec. 31, 2015
Trading Symbol	fccn
Amendment Flag	false
Entity Central Index Key	1,131,903
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		117,857,623
Entity Public Float			$ 17,676,553
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	2,015
Document Fiscal Period Focus	FY

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Assets:
Cash and cash equivalents	$ 3,675	$ 48,919
Prepaid expenses		11,000
Current assets	$ 3,675	$ 59,919
Property and equipment, net
Other assets:
Investment in Kontexto, Inc.		$ 232,000
Intangible assets, net		5,000
Total Assets	$ 3,675	296,919
Current liabilities
Accounts payable and accrued liabilities	943
Related party advances and accruals	538,945	371,181
Current liabilities	539,888	371,181
Total Liabilities	$ 539,888	$ 371,181
Stockholders' Deficit:
Preferred stock, par value $0.0001, 5,000,000 shares authorized, no shares issued and outstanding
Common stock, par value $0.0001, 500,000,000 shares authorized, 117,857,623 shares issued and outstanding as of December 31, 2015 and 2014	$ 11,786	$ 11,786
Additional paid-in capital	27,445,400	25,263,906
Common stock warrants		1,831,500
Accumulated deficit	(27,771,839)	(26,964,108)
Total stockholders' equity	(314,653)	143,084
Non-controlling interest	(221,560)	(217,346)
Total stockholders' deficit	(536,213)	(74,262)
Total liabilities and stockholders' deficit	$ 3,675	$ 296,919

CONSOLIDATED BALANCE SHEETS PAR

CONSOLIDATED BALANCE SHEETS PARENTHETICAL - $ / shares	Dec. 31, 2015	Dec. 31, 2014
CONSOLIDATED BALANCE SHEETS PARENTHETICAL
Preferred stock par value	$ 0.0001	$ 0.0001
Preferred stock shares authorized	5,000,000	5,000,000
Preferred stock shares issued
Preferred stock shares outstanding
Common stock par value	$ 0.0001	$ 0.0001
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 OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
CONSOLIDATED STATEMENTS OF OPERATIONS
Revenues
Operating expenses:
Selling, general and administrative	$ 76,278	$ 225,154
Wages and benefits	149,789	151,022
Research and development		330,760
Stock-based compensation	349,994	623,892
Bad debt expense - related party		323,978
Depreciation and amortization		1,705,008
Impairment of investments	237,000	3,288,762
Total operating expenses	813,061	6,648,576
Operating loss	(813,061)	(6,648,576)
Other income and (expense):
Gain (loss) on foreign currency translation	1,116	7,649
Total other income (expense)	1,116	7,649
Loss from operations and before non-controlling interest and provision for income taxes	$ (811,945)	$ (6,640,927)
Provision for income taxes
Net loss before non-controlling interest	$ (811,945)	$ (6,640,927)
Loss attributable to non-controlling interest	4,214	2,016,403
Net loss attributable to Spectral Capital Corporation	$ (807,731)	$ (4,624,524)
Basic and diluted loss per common share	$ (0.01)	$ (0.04)
Weighted average shares - basic and diluted	117,857,623	117,857,623

CONSOLIDATED STATEMENT OF STOCK

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($)	Common Stock	Additional Paid in Capital	Prepaid Consulting	Common Stock Warrants	Non-Controlling Interest	Accumulated Deficit	Total
Balance at Dec. 31, 2013	$ 11,786	$ 24,687,359	$ (47,345)	$ 1,831,500	$ 1,799,057	$ (22,339,584)	$ 5,942,773
Balance Shares at Dec. 31, 2013	117,857,623
Stock-based compensation		576,547	$ 47,345				623,892
Non-controlling interest					(2,016,403)	2,016,403
Net loss						(6,640,927)	(6,640,927)
Balance at Dec. 31, 2014	$ 11,786	25,263,906		1,831,500	(217,346)	(26,964,108)	(74,262)
Balance Shares at Dec. 31, 2014	117,857,623
Stock-based compensation		349,994					349,994
Expired warrants		1,831,500		$ (1,831,500)
Non-controlling interest					(4,214)	4,214
Net loss						(811,945)	(811,945)
Balance at Dec. 31, 2015	$ 11,786	$ 27,445,400			$ (221,560)	$ (27,771,839)	$ (536,213)
Balance Shares at Dec. 31, 2015	117,857,623

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss attributable to Spectral Capital Corporation	$ (807,731)	$ (4,624,524)
Adjustments to reconcile net loss to net cash used in by operating activities:
Non-controlling interest	(4,213)	(2,016,403)
Depreciation and amortization		1,705,008
Stock-based compensation	349,994	623,892
Bad debt - accounts receivable - related party		323,978
Impairment of investments and assets	237,000	3,288,762
Changes in operating assets and liabilities:
Change in prepaids and other assets	11,000	(11,000)
Change in due to related parties - accrued salary	148,581
Change in accounts payable and accrued expenses	943
Net cash used in operating activities	(64,426)	(710,287)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related party advances	19,182	(26,931)
Net cash provided by (used in) financing activities	19,182	(26,931)
Change in cash and cash equivalents	(45,244)	(737,218)
Cash and cash equivalents, beginning of period	48,919	786,137
Cash and cash equivalents, end of period	$ 3,675	$ 48,919

Note 1 - Nature of Operations

Note 1 - Nature of Operations	12 Months Ended
	Dec. 31, 2015
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 4 and 5 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. On February 26, 2013, the Company formed Noot Holdings, Inc., a Delaware corporation, which the Company is currently a 60% owner, in order to acquire mobile search engine technology. Under the agreement to acquire technology, the Company issued 5,000,000 common shares of Spectral Capital Corporation, see Note 4 for additional information. On March 14, 2013, the Company purchased 8% of the issued and outstanding shares of Kontexto, Inc., a Canadian corporation. Spectral purchased the shares from Sargas Capital, Ltd. , a minority shareholder, in exchange for 5,000,000 common shares of Spectral stock and warrants to purchase 5,000,000 common shares at $0.85 per share, which expired on March 13, 2015. The Company's CEO was an officer of Sargas Capital, Ltd. at the time of the transaction but did not have any holdings in Sargas Capital, Ltd, see Note 5 for additional information. On December 1, 2013, the Company formed Monitr Holdings, Inc., a Delaware corporation, which the Company is currently a 60% owner of, in order to acquire a technology application and service. Under the agreement to acquire technology, the Company issued 5,000,000 common shares of Spectral Capital Corporation, see Note 4 for additional information.

Note 2 - Summary of Significant

Note 2 - Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2015
Notes
Note 2 - Summary of Significant Accounting Policies	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company is in the development stage and has sustained substantial losses since inception. As of December 31, 2015, the Company has cash on hand of $3,675 and negative working capital of $536,213. The Company expects current cash on hand will not be able to fund operations for a period 12 months or more. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. To date management has funded its operations through selling equity securities and advances from related parties. The ability of the Company to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations, however, there can be no assurance the Company will be successful in these efforts. As of the date of these consolidated financial statements the Company does not have any firm commitments for capital. Without the required capital, the Company will be required to reduce their development expenditures which will potentially delay the completion of products which are expected to generate future revenues. Risks and Uncertainties The Company has a limited operating history and has not generated revenues from our planned principal operations. The Company's 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 the Company's 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 the Company's consolidated financial condition and the results of its operations. The Company currently has no sales and limited marketing and/or distribution capabilities. The Company has 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, the Company 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. In addition, the Company has limited capital to devote sales and marketing. The Company's industry is characterized by rapid changes in technology and customer demands. As a result, the Company's products may quickly become obsolete and unmarketable. The Company's 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, the Company's products must remain competitive with those of other companies with substantially greater resources. The Company 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, the Company may not be able to adapt new or enhanced products to emerging industry standards, and the Company's new products may not be favorably received. Nor may we have the capital resources to further the development of existing and/or new ones. 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. All material intercompany accounts and transactions have been eliminated in consolidation. Basis of Presentation The consolidated 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. 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 The Company follows ASC Topic 505-50, Equity: Equity-Based Payments to Non-Employees Because the Company’s stock-based compensation options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the estimate, amounts estimated using the Black-Scholes option pricing model may differ materially from the actual fair value of the Company’s stock-based compensation options. Use of Estimates The preparation of the consolidated 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 of the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Revenue Recognition The Company recognizes revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable. 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 December 31, 2015 and 2014, the Company does not have any assets or liabilities which would be considered Level 2 or 3. The Company’s financial instruments primarily consist of cash and cash equivalents, prepaid expenses and amounts payable to related parties. 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. In 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 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. Income Taxes The Company follows ASC 740, Income Taxes The Company’s income tax returns are based on calculations and assumptions that are subject to examination by the Internal Revenue Service and other tax authorities. In addition, the calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. While the Company believes it has appropriate support for the positions taken on its tax returns, the Company regularly assesses the potential outcomes of examinations by tax authorities in determining the adequacy of its provision for income taxes. The Company continually assesses the likelihood and amount of potential adjustments and adjusts the income tax provision, income taxes payable and deferred taxes in the period in which the facts that give rise to a revision become known. The Company recognizes windfall tax benefits associated with share-based awards directly to stockholders’ equity only when realized. A windfall tax benefit occurs when the actual tax benefit realized by the Company upon an employee's disposition of a share-based award exceeds the deferred tax asset, if any, associated with the award that the Company had recorded. When assessing whether a tax benefit relating to share-based compensation has been realized, the Company follows the tax law ordering method, under which current year share-based compensation deductions are assumed to be utilized before net operating loss carryforwards and other tax attributes. 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. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. 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 totaling 13,750,000 and 20,250,000 were outstanding at December 31, 2015 and 2014, respectively, representing outstanding warrants and options, and were not included in the computation of diluted earnings per share for the years ended December 31, 2015 and 2014, as their effect would have been anti-dilutive. Non-Controlling Interests Non-controlling interests disclosed within the consolidated statement of operations represent the minority ownership's 40% share of net losses of Noot Holdings, Inc. and Monitr Holdings, Inc incurred during the years ended December 31, 2015 and 2014. The following table sets forth the changes in non-controlling interest for the year ended December 31, 2015: Non-Controlling Interest Balance at December 31, 2014 $ (217,346) Net loss attributable to non-controlling interest (4,214) Balance at December 31, 2015 $ (221,560) 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 income of $1,116 and $7,649, recorded on the accompanying consolidated statements of operations during the years ended December 31, 2015 and 2014, respectively. Change in Prior Year Presentation The prior year financial statements have been reclassed to conform with current year presentation. Specifically, the Company reclassed the foreign currency gain of $7,649 included within selling, general and administrative to gain on foreign currency translation. The reclass only impacted the consolidated statement of operations. New Accounting Pronouncements In February 2015, the FASB issued ASU 2015-02, "Consolidation: Amendments to the Consolidation Analysis" (“ASU 2015-02”). This standard update is intended to improve targeted areas of consolidation guidance for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. This ASU simplifies consolidation accounting by reducing the number of consolidation models and improves current U.S. GAAP by (1) placing more emphasis on risk of loss when determining a controlling financial interest; (2) reducing the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity; and (3) changing consolidation conclusions for public and private companies in several industries that typically make use of limited partnerships or variable interest entities. The amendments in ASU 2015-02 are effective for reporting periods beginning after December 15, 2015, with early adoption permitted. Entities can transition to the standard either retrospectively or as a cumulative effect adjustment as of the date of adoption. The Company has not adopted ASU 2015-02 as of December 31, 2015, and the adoption is not expected to have an impact on the Company’s consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, "Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs". This standard update requires an entity to present debt issuance costs on the balance sheet as a direct deduction from the related debt liability as opposed to an asset. Amortization of the costs will continue to be reported as interest expense. The update is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued, and the new guidance would be applied retrospectively to all prior periods presented. The Company has not adopted ASU 2015-02 as of December 31, 2015, and the adoption is not expected to have an impact on the Company’s consolidated financial statements.

Note 3 - Discontinued Operation

Note 3 - Discontinued Operations	12 Months Ended
	Dec. 31, 2015
Notes
Note 3 - Discontinued Operations	NOTE 3 – DISCONTINUED OPERATIONS Shamrock Oil & Gas Ltd On February 13, 2012, the Company closed its planned purchase of an oil and gas property in the Red Earth Region of Alberta, Canada, which property Spectral purchased from receivership though its newly formed Canadian subsidiary, Shamrock Oil & Gas Ltd. Spectral was the 60% owner of the Canadian subsidiary and its Canadian joint venture partner owned 40% of the subsidiary. 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 at 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 was non-interest bearing and was to be repaid within a one year period, which was extended to December 31, 2014. At December 31, 2014, the Company determined that the receivable collectability was not probable due to Akoranga's inability to generate revenues from the operation and/or sale of the oil and gas properties. Thus, the receivable from Akoranga was written off. There were no material assets, liabilities or operations associated with discontinued operations which need to be presented within the accompanying consolidated financial statements.

Note 4 - Technology Assets

Note 4 - Technology Assets	12 Months Ended
	Dec. 31, 2015
Notes
Note 4 - Technology Assets	NOTE 4 – TECHNOLOGY ASSETS Noot Holdings, Inc. 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 the expected life of three years. During the years ended December 31, 2015 and 2014, the Company amortized $0 and $1,705,008 to depreciation and amortization on the accompanying statements of operations. At December 31, 2014, the Company reviewed whether or not there were any indicating factors that the carrying value of the assets related to Noot were impaired. As part of this analysis, the Company prepared and reviewed future estimated cash flow projections from Noot's operations. Based upon the Company's analysis, it was determined that a full impairment to Noot's assets of $2,983,762 would be recorded. Although, the Company maintains that Noot's technology is a valuable asset, the Company does not currently have access to capital to sufficiently market the asset. The Company estimates it would take approximately $2.0 million to appropriately promote the Noot product, which at the time of the impairment analysis was not probable. Monitr Holdings, Inc. 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 recorded the transaction as an investment in technology as the in process development did not constitute a business. In addition, at the time of acquisition, the Company determined that the technology required extensive development in order to achieve technological feasibility, and expensed $2,161,667, the entire amount of except for $5,000 assigned to the website domain. The $5,000 was impaired during the year ended December 31, 2015 due to limited projected cash flows. The Company records losses from Monitr attributable to the percentage owned by TL Global as a non-controlling interest. During the year ended December 31, 2014, the Company expended a significant amount of development costs in connection with development of the Monitr products, however, none of these costs were capitalized in relation to the technology’s development, as they didn't meet the applicable accounting standards for the application of such. Such development was minimal during the year ended December 31, 2015, due to limited capital available to the Company.

Note 5 - Cost Investment

Note 5 - Cost Investment	12 Months Ended
	Dec. 31, 2015
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, which expired on March 13, 2015 (see Note 7). 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 , was accounted for on the cost basis. During 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 $537,000 . Accordingly, an impairment loss of $5,861,500 was recognized in the statements of operations for the year ended December 31, 2013. The Company's CEO was an officer of Sargas Capital, Ltd. but does not have any holdings in Sargas Capital, Ltd. At December 31, 2014, the Company reviewed whether or not there were any indicating factors that the carrying value of the cost investment was impaired. As part of this analysis, the Company obtained the current financial statements and future estimated discounted cash flow projections from Kontexto. Based upon the Company's review, it was determined that the carry value of the investment should be decreased to $232,000, resulting in an impairment of $305,000 during the year ended December 31, 2014. In September 2015, the Company was notified by the management of Kontexto that the operations were being discontinued due to cash flow limitations. Thus, at September 30, 2015, the remaining investment of $232,000 was written off.

Note 6 - Related Party Transact

Note 6 - Related Party Transactions	12 Months Ended
	Dec. 31, 2015
Notes
Note 6 - Related Party Transactions	NOTE 6 – RELATED PARTY TRANSACTIONS Akoranga, AG At December 31, 2015 and 2014, $351,502 and $352,619, respectively, was owed to Akoranga AG, a Swiss Company owned by the CEO of Spectral. Akoranga was formed to facilitate the Company’s business in Europe. In connection with the facilitation of the Company's operations which includes making payments on the Company's obligations, Akoranga charges the Company a 10% fee on all transactions processed by Akoranga on behalf of the Company. The Company ceased using Akoranga services in August 2014. Fees expensed for services provided by Akoranga totaled approximately $18,239 for the year ended December 31, 2014. The advances do not incur interest and are payable upon demand. At December 31, 2012, the Company sold its oil and gas business to Akoranga for $950,000 plus the assumption of all debt related to the oil and gas business. As a result of that transaction, Akoranga owed $323,978 to the Company and was reflected on the December 31, 2013 accompanying balance sheet as accounts receivable - related party. The balance was unsecured, non-interest bearing and originally due on December 31, 2013, which was extended to December 31, 2014. Related party loans are unsecured, and non-interest bearing and have no specific terms of repayment unless otherwise noted. At December 31, 2014, the Company determined that the receivable collectability was not probable due to Akoranga's inability to generate revenues from the operation and/or sale of the oil and gas properties. Thus, the receivable from Akoranga was written off. Jenifer Osterwalder, the Company's Chief Executive Officer Through August 2014, Akoranga charged the Company 12,350 CHF per month for the Company's CEO, Jenifer Osterwalder, for services related to the Company. Starting in September 2014, these amounts were the responsibility of the Company. Total amounts expended in the Company's consolidated financial statements in connection with the CEO's services was $151,022 and $155,350 for the years ended December 31, 2015 and 2014, respectively. Amounts charged by Akoranga to the Company prior to August 2014 are included within the Akoranga liability disclosed above. As of December 31, 2015 and 2014, amounts due to the CEO related to accrued salaries were $166,742 and $16,953, respectively. Commencing in September 2014, from time to time due to the limited cash flow available, the Company's CEO pays certain operating expenditures on behalf of the Company. These advances are bear no interest and are due on demand. As of December 31, 2015 and 2014, the Company's CEO was due $20,701 and $1,357 in connection with these advances, respectively.

Note 7 - Stockholder's Equity

Note 7 - Stockholder's Equity	12 Months Ended
	Dec. 31, 2015
Notes
Note 7 - Stockholder's Equity	NOTE 7 – STOCKHOLDER'S EQUITY Sale of Common Stock and Warrants Issued On March 7, 2013, the Company sold 1,650,000 common shares, par value $0.0001 at approximately $0.61 per share and received a total of $1,000,000 USD in financing proceeds. Spectral also issued warrants to purchase 1,650,000 common shares to the purchasers at an exercise price of $0.80 per share. The warrants expired on March 6, 2015. Employee Options The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensation 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. On February 6, 2012, the Company granted 7,500,000 options to two employees. Stock-based compensation is being recognized over the two year vesting period. The options were valued at $3,408,750 using the Black-Scholes Option Pricing Model Employee stock-based compensation expense relating to options granted in 2010 and 2012, and recognized totaled $ and $ , respectively. Non-Employee Options During the year ended December 31, 2014, $47,345 of prepaid consulting expense was charged to stock-based compensation on the accompanying consolidated statements of operations. As of December 31, 2014, all prepaid consulting expense had been recorded. Summary of Stock Options A summary of changes in stock options during the years ended December 31, 2015 and 2014 is as follows: Stock Options Weighted Average Exercise Price Weighted Average Life Remaining Outstanding, December 31, 2013 13,750,000 $ 0.75 8.50 Issued - - - Exercised - - - Expired - - - Outstanding, December 31, 2014 13,750,000 0.75 6.50 Issued - - - Exercised - - - Expired - - - Outstanding, December 31, 2015 13,750,000 $ 0.75 5.50 Vested, December 31, 2015 13,750,000 $ 0.75 5.50 Warrants 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 expired on March 7, 2015. The warrants were valued using the Black-Scholes pricing model and $283,000 of the proceeds were allocated to the warrants. As disclosed in Note 5, the C0mpany previously had warrants outstanding to purchase 5,000,000 shares of the Company's common stock at $0.85 per share, which expired on March 13, 2015. A summary of changes in warrants during the years ended December 31, 2015 and 2014 is as follows: Warrants Outstanding, December 31, 2013 6,650,000 Issued - Exercised - Expired - Outstanding, December 31, 2014 6,650,000 Issued - Exercised - Expired (6,650,000) Outstanding, December 31, 2015 - Vested, December 31, 2015 -

Note 8 - Income Taxes

Note 8 - Income Taxes	12 Months Ended
	Dec. 31, 2015
Notes
Note 8 - Income Taxes	NOTE 8 – INCOME TAXES As of December 31, 2015, the Company had net operating loss carry forwards of approximately $13,327,000 that may be available to reduce future years’ taxable income through 2033. Future tax benefits which may arise as a result of these losses have not been recognized in these consolidated financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. The difference between the Company's tax rate and the statutory rate is due to significant non-deductible expenses. The provision for Federal income tax consists of the following: December 31, December 31, 2015 2014 Federal income tax benefit attributable to: Current operations $ 76,483 $ 237,758 Less: valuation allowance (76,483) (237,758) Net provision of income taxes $ - $ - The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows: December 31, December 31, 2015 2014 Deferred tax asset attributable to: Net operating loss carryforward $ 4,623,122 $ 4,546,639 Less: valuation allowance (4,623,122) (4,546,639) Net deferred tax asset $ - $ - Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years. The Company is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Company believes they are no longer subject to income tax examinations for years prior to 2012.

Note 9 - Commitments and Contin

Note 9 - Commitments and Contingencies	12 Months Ended
	Dec. 31, 2015
Notes
Note 9 - Commitments and Contingencies	NOTE 9 – COMMITMENTS AND CONTINGENCIES The Company leases office space on a month to month basis in Seattle, Washington.

Note 10- Subsequent Events

Note 10- Subsequent Events	12 Months Ended
	Dec. 31, 2015
Notes
Note 10- Subsequent Events	NOTE 10– SUBSEQUENT EVENTS In accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2015 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 Significa17

Note 2 - Summary of Significant Accounting Policies: Going Concern (Policies)	12 Months Ended
	Dec. 31, 2015
Policies
Going Concern	Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company is in the development stage and has sustained substantial losses since inception. As of December 31, 2015, the Company has cash on hand of $3,675 and negative working capital of $536,213. The Company expects current cash on hand will not be able to fund operations for a period 12 months or more. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. To date management has funded its operations through selling equity securities and advances from related parties. The ability of the Company to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations, however, there can be no assurance the Company will be successful in these efforts. As of the date of these consolidated financial statements the Company does not have any firm commitments for capital. Without the required capital, the Company will be required to reduce their development expenditures which will potentially delay the completion of products which are expected to generate future revenues.

Note 2 - Summary of Significa18

Note 2 - Summary of Significant Accounting Policies: Risks and Uncertainties (Policies)	12 Months Ended
	Dec. 31, 2015
Policies
Risks and Uncertainties	Risks and Uncertainties The Company has a limited operating history and has not generated revenues from our planned principal operations. The Company's 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 the Company's 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 the Company's consolidated financial condition and the results of its operations. The Company currently has no sales and limited marketing and/or distribution capabilities. The Company has 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, the Company 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. In addition, the Company has limited capital to devote sales and marketing. The Company's industry is characterized by rapid changes in technology and customer demands. As a result, the Company's products may quickly become obsolete and unmarketable. The Company's 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, the Company's products must remain competitive with those of other companies with substantially greater resources. The Company 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, the Company may not be able to adapt new or enhanced products to emerging industry standards, and the Company's new products may not be favorably received. Nor may we have the capital resources to further the development of existing and/or new ones.

Note 2 - Summary of Significa19

Note 2 - Summary of Significant Accounting Policies: Principles of Consolidation (Policies)	12 Months Ended
	Dec. 31, 2015
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. All material intercompany accounts and transactions have been eliminated in consolidation.

Note 2 - Summary of Significa20

Note 2 - Summary of Significant Accounting Policies: Accounting Basis (Policies)	12 Months Ended
	Dec. 31, 2015
Policies
Accounting Basis	Basis of Presentation The consolidated 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 Significa21

Note 2 - Summary of Significant Accounting Policies: Stock-based Compensation (Policies)	12 Months Ended
	Dec. 31, 2015
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 The Company follows ASC Topic 505-50, Equity: Equity-Based Payments to Non-Employees Because the Company’s stock-based compensation options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the estimate, amounts estimated using the Black-Scholes option pricing model may differ materially from the actual fair value of the Company’s stock-based compensation options.

Note 2 - Summary of Significa22

Note 2 - Summary of Significant Accounting Policies: Use of Estimates (Policies)	12 Months Ended
	Dec. 31, 2015
Policies
Use of Estimates	Use of Estimates The preparation of the consolidated 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 of the consolidated 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 Significa23

Note 2 - Summary of Significant Accounting Policies: Revenue Recognition (Policies)	12 Months Ended
	Dec. 31, 2015
Policies
Revenue Recognition	Revenue Recognition The Company recognizes revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.

Note 2 - Summary of Significa24

Note 2 - Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies)	12 Months Ended
	Dec. 31, 2015
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 December 31, 2015 and 2014, the Company does not have any assets or liabilities which would be considered Level 2 or 3. The Company’s financial instruments primarily consist of cash and cash equivalents, prepaid expenses and amounts payable to related parties. 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. In 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 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 Significa25

Note 2 - Summary of Significant Accounting Policies: Income Taxes (Policies)	12 Months Ended
	Dec. 31, 2015
Policies
Income Taxes	Income Taxes The Company follows ASC 740, Income Taxes The Company’s income tax returns are based on calculations and assumptions that are subject to examination by the Internal Revenue Service and other tax authorities. In addition, the calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. While the Company believes it has appropriate support for the positions taken on its tax returns, the Company regularly assesses the potential outcomes of examinations by tax authorities in determining the adequacy of its provision for income taxes. The Company continually assesses the likelihood and amount of potential adjustments and adjusts the income tax provision, income taxes payable and deferred taxes in the period in which the facts that give rise to a revision become known. The Company recognizes windfall tax benefits associated with share-based awards directly to stockholders’ equity only when realized. A windfall tax benefit occurs when the actual tax benefit realized by the Company upon an employee's disposition of a share-based award exceeds the deferred tax asset, if any, associated with the award that the Company had recorded. When assessing whether a tax benefit relating to share-based compensation has been realized, the Company follows the tax law ordering method, under which current year share-based compensation deductions are assumed to be utilized before net operating loss carryforwards and other tax attributes.

Note 2 - Summary of Significa26

Note 2 - Summary of Significant Accounting Policies: Investment in Securities (Policies)	12 Months Ended
	Dec. 31, 2015
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.

Note 2 - Summary of Significa27

Note 2 - Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies)	12 Months Ended
	Dec. 31, 2015
Policies
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents.

Note 2 - Summary of Significa28

Note 2 - Summary of Significant Accounting Policies: Basic Loss Per Share (Policies)	12 Months Ended
	Dec. 31, 2015
Policies
Basic 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 totaling 13,750,000 and 20,250,000 were outstanding at December 31, 2015 and 2014, respectively, representing outstanding warrants and options, and were not included in the computation of diluted earnings per share for the years ended December 31, 2015 and 2014, as their effect would have been anti-dilutive.

Note 2 - Summary of Significa29

Note 2 - Summary of Significant Accounting Policies: Non-controlling Interests (Policies)	12 Months Ended
	Dec. 31, 2015
Policies
Non-controlling Interests	Non-Controlling Interests Non-controlling interests disclosed within the consolidated statement of operations represent the minority ownership's 40% share of net losses of Noot Holdings, Inc. and Monitr Holdings, Inc incurred during the years ended December 31, 2015 and 2014. The following table sets forth the changes in non-controlling interest for the year ended December 31, 2015: Non-Controlling Interest Balance at December 31, 2014 $ (217,346) Net loss attributable to non-controlling interest (4,214) Balance at December 31, 2015 $ (221,560)

Note 2 - Summary of Significa30

Note 2 - Summary of Significant Accounting Policies: Foreign Currency (Policies)	12 Months Ended
	Dec. 31, 2015
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 income of $1,116 and $7,649, recorded on the accompanying consolidated statements of operations during the years ended December 31, 2015 and 2014, respectively.

Note 2 - Summary of Significa31

Note 2 - Summary of Significant Accounting Policies: New Accounting Pronouncements (Policies)	12 Months Ended
	Dec. 31, 2015
Policies
New Accounting Pronouncements	New Accounting Pronouncements In February 2015, the FASB issued ASU 2015-02, "Consolidation: Amendments to the Consolidation Analysis" (“ASU 2015-02”). This standard update is intended to improve targeted areas of consolidation guidance for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. This ASU simplifies consolidation accounting by reducing the number of consolidation models and improves current U.S. GAAP by (1) placing more emphasis on risk of loss when determining a controlling financial interest; (2) reducing the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity; and (3) changing consolidation conclusions for public and private companies in several industries that typically make use of limited partnerships or variable interest entities. The amendments in ASU 2015-02 are effective for reporting periods beginning after December 15, 2015, with early adoption permitted. Entities can transition to the standard either retrospectively or as a cumulative effect adjustment as of the date of adoption. The Company has not adopted ASU 2015-02 as of December 31, 2015, and the adoption is not expected to have an impact on the Company’s consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, "Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs". This standard update requires an entity to present debt issuance costs on the balance sheet as a direct deduction from the related debt liability as opposed to an asset. Amortization of the costs will continue to be reported as interest expense. The update is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued, and the new guidance would be applied retrospectively to all prior periods presented. The Company has not adopted ASU 2015-02 as of December 31, 2015, and the adoption is not expected to have an impact on the Company’s consolidated financial statements.

Note 2 - Summary of Significa32

Note 2 - Summary of Significant Accounting Policies: Non-controlling Interests: Redeemable Noncontrolling Interest (Tables)	12 Months Ended
	Dec. 31, 2015
Tables/Schedules
Redeemable Noncontrolling Interest	Non-Controlling Interest Balance at December 31, 2014 $ (217,346) Net loss attributable to non-controlling interest (4,214) Balance at December 31, 2015 $ (221,560)

Note 7 - Stockholder's Equity_

Note 7 - Stockholder's Equity: Schedule of Share-based Compensation, Activity (Tables)	12 Months Ended
	Dec. 31, 2015
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 8.50 Issued - - - Exercised - - - Expired - - - Outstanding, December 31, 2014 13,750,000 0.75 6.50 Issued - - - Exercised - - - Expired - - - Outstanding, December 31, 2015 13,750,000 $ 0.75 5.50 Vested, December 31, 2015 13,750,000 $ 0.75 5.50

Note 7 - Stockholder's Equity34

Note 7 - Stockholder's Equity: Schedule of purchase warrants activity (Tables)	12 Months Ended
	Dec. 31, 2015
Tables/Schedules
Schedule of purchase warrants activity	A summary of changes in warrants during the years ended December 31, 2015 and 2014 is as follows: Warrants Outstanding, December 31, 2013 6,650,000 Issued - Exercised - Expired - Outstanding, December 31, 2014 6,650,000 Issued - Exercised - Expired (6,650,000) Outstanding, December 31, 2015 - Vested, December 31, 2015 -

Note 8 - Income Taxes_ Schedule

Note 8 - Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Tables)	12 Months Ended
	Dec. 31, 2015
Tables/Schedules
Schedule of Components of Income Tax Expense (Benefit)	December 31, December 31, 2015 2014 Federal income tax benefit attributable to: Current operations $ 76,483 $ 237,758 Less: valuation allowance (76,483) (237,758) Net provision of income taxes $ - $ -

Note 8 - Income Taxes_ Schedu36

Note 8 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables)	12 Months Ended
	Dec. 31, 2015
Tables/Schedules
Schedule of Deferred Tax Assets and Liabilities	December 31, December 31, 2015 2014 Deferred tax asset attributable to: Net operating loss carryforward $ 4,623,122 $ 4,546,639 Less: valuation allowance (4,623,122) (4,546,639) Net deferred tax asset $ - $ -

Note 1 - Nature of Operations (

Note 1 - Nature of Operations (Details) - $ / shares	Dec. 01, 2013	Mar. 14, 2013	Feb. 26, 2013
Details
Ownership of newly formed subsidiary	60.00%		60.00%
Shares to acquire mobile search engine and mobile sharing technology		5,000,000	5,000,000
Warrants to purchase common shares for cash		5,000,000
Warrants to purchase common shares for cash per share		$ 0.85
Shares to acquire technology application and service	5,000,000

Note 2 - Summary of Significa38

Note 2 - Summary of Significant Accounting Policies: Going Concern (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Details
Cash and cash equivalents	$ 3,675	$ 48,919	$ 786,137
Working Capital	$ 536,213

Note 2 - Summary of Significa39

Note 2 - Summary of Significant Accounting Policies: Principles of Consolidation (Details)	Dec. 31, 2015
Details
Ownership percentage of Shamrock Oil & Gas, Ltd.	60.00%

Note 2 - Summary of Significa40

Note 2 - Summary of Significant Accounting Policies: Basic Loss Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Details
Common share equivalents	13,750,000	20,250,000

Note 2 - Summary of Significa41

Note 2 - Summary of Significant Accounting Policies: Non-controlling Interests: Redeemable Noncontrolling Interest (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Details
Non-controlling interest	$ (221,560)	$ (217,346)
Loss attributable to non-controlling interest	$ (4,214)	$ (2,016,403)

Note 2 - Summary of Significa42

Note 2 - Summary of Significant Accounting Policies: Foreign Currency (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Details
Gain (loss) on foreign currency translation	$ 1,116	$ 7,649

Note 3 - Discontinued Operati43

Note 3 - Discontinued Operations (Details) - USD ($)	12 Months Ended
	Dec. 31, 2014	Feb. 13, 2012
Details
Ownership percentage of Shamrock Oil & Gas, Ltd.		60.00%
Non-controlling interest in Shamrock		40.00%
Bad debt - accounts receivable - related party	$ 323,978

Note 4 - Technology Assets (Det

Note 4 - Technology Assets (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	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
Amortization of Intangible Assets	$ 0	$ 1,705,008
Asset Impairment Charges	$ 2,983,762
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 (Detai

Note 5 - Cost Investment (Details) - USD ($)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Mar. 14, 2013
Cost-method Investments, Other than Temporary Impairment		$ 5,861,500
KontextoMember
Stock Issued During Period, Shares, New Issues	5,000,000
Warrants Issued To Purchase Common Shares			5,000,000
Warrants Issued To Purchase Common Shares Exercise Price			$ 0.85
Total Investment Value			$ 6,398,500
Fair value of investement	$ 537,000

Note 6 - Related Party Transa46

Note 6 - Related Party Transactions (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Related party advances and accruals	$ 538,945	$ 371,181
Service Fees from Akoranga		18,239
Pledged Assets, Not Separately Reported, Nonsecuritized Investments				$ 950,000
Accounts receivable - related party			$ 323,978
Salaries, Wages and Officers' Compensation	151,022	155,350
Akoranga
Related party advances and accruals	351,502	352,619
Chief Executive Officer
Related party advances and accruals	166,742	16,953
Osterwalder
Related party advances and accruals	$ 20,701	$ 1,357

Note 7 - Stockholder's Equity (

Note 7 - Stockholder's Equity (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Mar. 07, 2013
Stock-based compensation	$ 349,994	$ 623,892
Stock Issued During Period, Shares, Other			1,650,000
Stock Issued Share Price				0.61
Proceeds From Sale Of Common Stock				$ 1,000,000
Deemed value of warrants				$ 283,000
Additional Paid in Capital
Stock-based compensation	$ 349,994	576,547
Prepaid Consulting
Stock-based compensation		47,345
Stock options issued for compensation		$ 47,345

Note 7 - Stockholder's Equity48

Note 7 - Stockholder's Equity: Schedule of Share-based Compensation, Activity (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Details
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	13,750,000	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	$ 0.75
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	5 years 6 months	6 years 6 months	8 years 6 months
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares	13,750,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value	$ 0.75
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term	5 years 6 months

Note 7 - Stockholder's Equity49

Note 7 - Stockholder's Equity: Schedule of purchase warrants activity (Details) - shares	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Details
Warrants Outstanding		6,650,000	6,650,000
Expired warrants	(6,650,000)

Note 8 - Income Taxes_ Net oper

Note 8 - Income Taxes: Net operating loss carry forward details (Details)	Dec. 31, 2015USD ($)
Details
Net operating loss carry forwards	$ 13,327,000

Note 8 - Income Taxes_ Schedu51

Note 8 - Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Details
Current operations	$ 76,483	$ 237,758
Valuation allowance	$ (76,483)	$ (237,758)

Note 8 - Income Taxes (Details)

Note 8 - Income Taxes (Details)	12 Months Ended
	Dec. 31, 2015
Details
Expected Rate	34.00%

Note 8 - Income Taxes_ Schedu53

Note 8 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Details
Net operating loss carryover	$ 4,623,122	$ 4,546,639
Valuation allowance	$ (4,623,122)	$ (4,546,639)