Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 14, 2023 | |
Details | ||
Registrant CIK | 0001131903 | |
Fiscal Year End | --12-31 | |
Registrant Name | Spectral Capital Corporation | |
SEC Form | 10-Q | |
Period End date | Jun. 30, 2023 | |
Tax Identification Number (TIN) | 51-0520296 | |
Number of common stock shares outstanding | 42,017,948 | |
Filer Category | Non-accelerated Filer | |
Current with reporting | Yes | |
Interactive Data Current | Yes | |
Shell Company | false | |
Small Business | true | |
Emerging Growth Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-50274 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 4500 9th Avenue NE | |
Entity Address, City or Town | Seattle | |
Entity Address, State or Province | WA | |
Entity Address, Postal Zip Code | 98105 | |
City Area Code | 206 | |
Local Phone Number | 385-6490 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Assets | ||
Cash and cash equivalents | $ 1,558 | $ 10,672 |
Accounts receivable | 0 | 25,000 |
Current assets | 1,558 | 35,672 |
Total assets | 1,558 | 35,672 |
Current liabilities | ||
Accounts payable and accrued liabilities | 298,471 | 222,174 |
Related party advances and accruals | 5,500 | 5,500 |
Short-term advances | 17,000 | 0 |
Current liabilities | 320,971 | 227,674 |
Stockholders' deficit: | ||
Preferred shares | 0 | 0 |
Common shares | 4,202 | 4,202 |
Additional paid-in capital | 29,106,804 | 29,106,804 |
Accumulated deficit | (29,208,587) | (29,081,212) |
Total stockholders' equity (deficit) | (97,581) | 29,794 |
Non-controlling interest | (221,832) | (221,796) |
Total stockholders' deficit - Spectral Capital Corp | (319,413) | (192,002) |
Total liabilities and stockholders' deficit | $ 1,558 | $ 35,672 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets - Parenthetical - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Condensed Consolidated Balance Sheets | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 1,000,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 42,017,948 | 42,017,948 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Condensed Consolidated Statements of Operations | ||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 |
Costs of sales | 0 | 156,303 | 0 | 57,840 |
Gross loss | 0 | (156,303) | 0 | (57,840) |
Operating expenses: | ||||
Selling, general and administrative | 27,896 | 90,139 | 55,411 | 138,704 |
Wages and benefits | 36,000 | 36,000 | 72,000 | 72,000 |
Total operating expenses | 63,896 | 126,139 | 127,411 | 210,704 |
Net loss before non-controlling interest | (63,896) | (282,442) | (127,411) | (268,544) |
Income (loss) attributable to noncontrolling interest | 18 | 14 | 36 | 32 |
Net loss before non-controlling interest | $ (63,878) | $ (282,428) | $ (127,375) | $ (268,512) |
Basic income (loss) per common share | $ 0 | $ (0.01) | $ 0 | $ (0.01) |
Weighted average shares - basic and diluted | 42,017,948 | 38,967,904 | 42,017,948 | 27,148,055 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficit - USD ($) | Common Stock | Additional Paid-in Capital | Noncontrolling Interest | Retained Earnings | Total |
Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2021 | $ 1,179 | $ 27,798,288 | $ (221,724) | $ (28,840,224) | $ (1,262,481) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2021 | 11,785,762 | ||||
Conversion of convertible note | $ 2,523 | 1,259,086 | 0 | 0 | 1,261,609 |
Conversion of convertible note - Shares | 25,232,186 | ||||
Net loss attributable to Spectral Capital Corporation | $ 0 | 0 | 0 | (268,512) | (268,512) |
Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Jun. 30, 2022 | $ 4,202 | 29,106,804 | (221,756) | (29,108,736) | (219,486) |
Shares, Outstanding, Ending Balance at Jun. 30, 2022 | 42,017,948 | ||||
Proceeds from sale of common stock | $ 500 | 49,430 | 0 | 0 | 49,930 |
Proceeds from sale of common stock - shares | 5,000,000 | ||||
Conversion of convertible note - Shares | 25,232,186 | ||||
Non-controlling interest | $ 0 | 0 | (32) | 0 | (32) |
Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Mar. 31, 2022 | $ 1,679 | 27,847,718 | (221,742) | (28,826,308) | (1,198,653) |
Shares, Outstanding, Beginning Balance at Mar. 31, 2022 | 16,785,762 | ||||
Conversion of convertible note | $ 2,523 | 1,259,086 | 0 | 0 | 1,261,609 |
Conversion of convertible note - Shares | 25,232,186 | ||||
Net loss attributable to Spectral Capital Corporation | $ 0 | 0 | 0 | (282,428) | (282,428) |
Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Jun. 30, 2022 | $ 4,202 | 29,106,804 | (221,756) | (29,108,736) | (219,486) |
Shares, Outstanding, Ending Balance at Jun. 30, 2022 | 42,017,948 | ||||
Proceeds from sale of common stock | $ 0 | 0 | 0 | 0 | 0 |
Proceeds from sale of common stock - shares | 0 | ||||
Conversion of convertible note - Shares | 25,232,186 | ||||
Non-controlling interest | $ 0 | 0 | (14) | 0 | (14) |
Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2022 | $ 4,202 | 29,106,804 | (221,796) | (29,081,212) | (192,002) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2022 | 42,017,948 | ||||
Conversion of convertible note | 0 | ||||
Net loss attributable to Spectral Capital Corporation | $ 0 | 0 | 0 | (127,375) | (127,375) |
Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Jun. 30, 2023 | $ 4,202 | 29,106,804 | (221,832) | (29,208,587) | (319,413) |
Shares, Outstanding, Ending Balance at Jun. 30, 2023 | 42,017,948 | ||||
Proceeds from sale of common stock | 0 | ||||
Non-controlling interest | $ 0 | 0 | (36) | 0 | (36) |
Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Mar. 31, 2023 | $ 4,202 | 29,106,804 | (221,814) | (29,144,709) | (255,517) |
Shares, Outstanding, Beginning Balance at Mar. 31, 2023 | 42,017,948 | ||||
Net loss attributable to Spectral Capital Corporation | $ 0 | 0 | 0 | (63,878) | (63,878) |
Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Jun. 30, 2023 | $ 4,202 | 29,106,804 | (221,832) | (29,208,587) | (319,413) |
Shares, Outstanding, Ending Balance at Jun. 30, 2023 | 42,017,948 | ||||
Non-controlling interest | $ 0 | $ 0 | $ (18) | $ 0 | $ (18) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net loss attributable to Spectral Capital Corporation | $ (282,428) | $ (127,375) | $ (268,512) |
Adjustments to reconcile net loss to net cash used in by operating activities: | |||
Non-controlling interest | (14) | (36) | (32) |
Changes in operating assets and liabilities | |||
Accounts receivable | 25,000 | (2,330,365) | |
Due to related parties - accrued salary | 72,000 | 72,000 | |
Accounts payable and accrued expenses | 4,297 | 2,565,186 | |
Net cash provided by (used in) operating activities | (26,114) | 38,277 | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Net cash used in investing activities | 0 | 0 | |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Short-term advances | 17,000 | 0 | |
Proceeds from sale of common stock | 0 | 0 | 49,930 |
Net cash provided by financing activities | 17,000 | 49,930 | |
Change in cash and cash equivalents | (9,114) | 88,207 | |
Cash and cash equivalents, beginning of period | 10,672 | 264 | |
Cash and cash equivalents, end of period | 88,471 | 1,558 | 88,471 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | 0 | 0 | |
Cash paid for income taxes | 0 | 0 | |
Non-cash investing and financing activities | |||
Exchange of related party advances and accruals for a convertible note payable and subsequent conversion into common stock | $ 1,261,609 | $ 0 | $ 1,261,609 |
Note 1 - Business and Nature of
Note 1 - Business and Nature of Operations | 6 Months Ended |
Jun. 30, 2023 | |
Notes | |
Note 1 - Business and Nature of Operations | NOTE 1 – BUSINESS AND NATURE OF OPERATIONS Spectral Capital Corporation (the "Company" or "Spectral") was incorporated on September 13, 2000 under the laws of the State of Nevada. 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. In January 2022, the Company commenced a new line of business which is providing data and telecommunications reselling services on a global basis. On February 15, 2022, the Company entered into a telecommunications services agreement with Sky Data PLL OU (Estonia) to provide long distance switching services. The contract does not contain a fixed term or value and is on an as needed basis via invoice for Sky Data PLL OU. We provide business to business (B2) telecommunications interconnection services to mainly Asia, South America and Africa. This is done by negotiating directly with international private and public carriers for telecommunications rates based on certain volume and transaction levels. The company has temporarily paused its telecommunications business and is seeking a new telecommunications partner. We hope to resume this business within the 2023 fiscal year. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
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 has recently discontinued revenue generating activities and has sustained substantial losses since inception. As of June 30, 2023, the Company has cash on hand of $1,558 and negative working capital of $319,413. The Company expects current cash on hand will not be able to fund operations for a period in excess of 12 months. 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 its recently established operations, 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 has had to reduce their development expenditures which will 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 generated limited revenues 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 favourably received. Nor may we have the capital resources to further the development of existing and/or new ones. 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, 2022. The results of operations for the six months ended June 30, 2023 are not indicative of the results that may be expected for the full year. 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 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 June 30, 2023 and December 31, 2022, the Company does not have any assets or liabilities which would be considered Level 2 or 3. The Company’s financial instruments consist of cash and cash equivalents, investments in technologies 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. 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. 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. Revenue Recognition The Company revenues in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from contracts with customers”. Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Revenues during the six months ended June 30, 2023, were provided primarily to three customers. The loss of these customers would have a significant impact on the Company’s financial statements. At June 30, 2022, the Company paused their operations to improve their internal processes and expected to recommence in second quarter of 2023. Basic Income (Loss) Per Share Basic loss per share is calculated by dividing the Company’s net income (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. During the three and six months ended June 30, 2023 and 2022, the Company did not have not dilutive shares. Non-Controlling Interests Non-controlling interest disclosed within the consolidated statement of operations represents the minority ownership 40% share of net income (losses) of Noot Holdings, Inc. and Monitr Holdings, Inc. incurred during the six months ended June 30, 2023. The following table sets forth the changes in non-controlling interest for the six months ended June 30, 2023: Non-Controlling Interest Balance at December 31, 2022 $ (221,796) Net loss attributable to non-controlling interest (36) Balance at June 30, 2023 $ (221,832) 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 in which require payment in a currency other than the United States Dollar, the Company has recorded foreign currency (income) losses within the accompanying condensed consolidated statement of operations. Recent Accounting Pronouncements The FASB issues ASUs to amend the authoritative literature in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). There have been a number of ASUs to date, including those above, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company or (iv) are not expected to have a significant impact on the Company’s financial statement. |
Note 3 - Related Party Transact
Note 3 - Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Notes | |
Note 3 - Related Party Transactions | NOTE 3– RELATED PARTY TRANSACTIONS Jenifer Osterwalder, the Company's Chief Executive Officer Jenifer Osterwalder charges the Company $12,000 per month beginning January 1, 2021 for services rendered. Total amounts expended in the Company's condensed consolidated financial statements in connection with the CEO's services was $72,000 and $72,000 for the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023 and December 31, 2022, amounts due to the CEO related to accrued salaries were $216,000 and $144,000 respectively. 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 bear no interest and are due on demand. As of June 30, 2023 and December 31, 2022, the Company's CEO was due $5,500 and $5,500 in connection with these advances, respectively. As noted above, all amounts due to the Chief Executive Officer as December 31, 2021 were converted into a convertible note payable. The note is due and demand and convertible at $0.05 per share. During the three months ended March 31, 2022, the Chief Executive Officer sold the $1,054,653 and $206,956 convertible notes to a third party which was then converted into approximately 25.2 million shares in April 2022. |
Note 4 - Stockholders' Deficit
Note 4 - Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2023 | |
Notes | |
Note 4 - Stockholders' Deficit | NOTE 4 – STOCKHOLDERS’ DEFICIT Changes in Stockholders' Deficit During the six months ended June 30, 2022, the Company sold 5 million shares of common stock resulting in proceeds of $49,930. See Note 3 for discussion of convertible note converted into common stock. 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. As of June 30, 2023, all options were expired. |
Note 5 - Advances
Note 5 - Advances | 6 Months Ended |
Jun. 30, 2023 | |
Notes | |
Note 5 - Advances | NOTE 5 – ADVANCES During the six months ended June 30, 2023, the Company received advances of $17,000 from a third party. The advances are due on demand and do not incur interest. |
Note 6 - Commitments and Contin
Note 6 - Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Notes | |
Note 6 - Commitments and Contingencies | NOTE 6 – COMMITMENTS AND CONTINGENCIES The Company leases office space on a three-month basis in Seattle, Washington. |
Note 7 - Subsequent Events
Note 7 - Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Notes | |
Note 7 - Subsequent Events | NOTE 7– SUBSEQUENT EVENTS In accordance with ASC 855-10, the Company has analyzed its operations subsequent to June 30, 2023 to the date these condensed consolidated financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements, other than disclosed above. |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies: Going Concern (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
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 has recently discontinued revenue generating activities and has sustained substantial losses since inception. As of June 30, 2023, the Company has cash on hand of $1,558 and negative working capital of $319,413. The Company expects current cash on hand will not be able to fund operations for a period in excess of 12 months. 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 its recently established operations, 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 has had to reduce their development expenditures which will delay the completion of products which are expected to generate future revenues. |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies: Risks and Uncertainties (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
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 generated limited revenues 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 favourably received. Nor may we have the capital resources to further the development of existing and/or new ones. |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies: Interim Consolidated Financial Statements (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
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, 2022. The results of operations for the six months ended June 30, 2023 are not indicative of the results that may be expected for the full year. |
Note 2 - Summary of Significa_5
Note 2 - Summary of Significant Accounting Policies: Principles of Consolidation (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
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 Significa_6
Note 2 - Summary of Significant Accounting Policies: Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Policies | |
Basis of Presentation | 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 Significa_7
Note 2 - Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023 and December 31, 2022, the Company does not have any assets or liabilities which would be considered Level 2 or 3. The Company’s financial instruments consist of cash and cash equivalents, investments in technologies 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. 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 Significa_8
Note 2 - Summary of Significant Accounting Policies: Use of Estimates (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
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 Significa_9
Note 2 - Summary of Significant Accounting Policies: Revenue Recognition (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Policies | |
Revenue Recognition | Revenue Recognition The Company revenues in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from contracts with customers”. Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Revenues during the six months ended June 30, 2023, were provided primarily to three customers. The loss of these customers would have a significant impact on the Company’s financial statements. At June 30, 2022, the Company paused their operations to improve their internal processes and expected to recommence in second quarter of 2023. |
Note 2 - Summary of Signific_10
Note 2 - Summary of Significant Accounting Policies: Basic (Loss) Per Share (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Policies | |
Basic (Loss) Per Share | Basic Income (Loss) Per Share Basic loss per share is calculated by dividing the Company’s net income (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. During the three and six months ended June 30, 2023 and 2022, the Company did not have not dilutive shares. |
Note 2 - Summary of Signific_11
Note 2 - Summary of Significant Accounting Policies: Non-Controlling Interests (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Policies | |
Non-Controlling Interests | Non-Controlling Interests Non-controlling interest disclosed within the consolidated statement of operations represents the minority ownership 40% share of net income (losses) of Noot Holdings, Inc. and Monitr Holdings, Inc. incurred during the six months ended June 30, 2023. The following table sets forth the changes in non-controlling interest for the six months ended June 30, 2023: Non-Controlling Interest Balance at December 31, 2022 $ (221,796) Net loss attributable to non-controlling interest (36) Balance at June 30, 2023 $ (221,832) |
Note 2 - Summary of Signific_12
Note 2 - Summary of Significant Accounting Policies: Foreign Currency (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
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 in which require payment in a currency other than the United States Dollar, the Company has recorded foreign currency (income) losses within the accompanying condensed consolidated statement of operations. |
Note 2 - Summary of Signific_13
Note 2 - Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Policies | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The FASB issues ASUs to amend the authoritative literature in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). There have been a number of ASUs to date, including those above, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company or (iv) are not expected to have a significant impact on the Company’s financial statement. |
Note 2 - Summary of Signific_14
Note 2 - Summary of Significant Accounting Policies: Non-Controlling Interests: Redeemable Noncontrolling Interest (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Tables/Schedules | |
Redeemable Noncontrolling Interest | Non-Controlling Interest Balance at December 31, 2022 $ (221,796) Net loss attributable to non-controlling interest (36) Balance at June 30, 2023 $ (221,832) |
Note 2 - Summary of Signific_15
Note 2 - Summary of Significant Accounting Policies: Going Concern (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Details | ||
Cash and cash equivalents | $ 1,558 | $ 10,672 |
Working Capital | $ 319,413 |
Note 2 - Summary of Signific_16
Note 2 - Summary of Significant Accounting Policies: Principles of Consolidation (Details) | Jun. 30, 2023 |
Details | |
Subsidiary, Ownership Percentage, Parent | 60% |
Note 2 - Summary of Signific_17
Note 2 - Summary of Significant Accounting Policies: Non-Controlling Interests: Redeemable Noncontrolling Interest (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Details | ||
Noncontrolling Interest in Variable Interest Entity | $ (221,832) | $ (221,796) |
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | $ (36) |
Note 3 - Related Party Transa_2
Note 3 - Related Party Transactions (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Related party advances and accruals | $ 5,500 | $ 5,500 | |
Chief Executive Officer | |||
Salary and Wage, Excluding Cost of Good and Service Sold | 72,000 | $ 72,000 | |
Chief Executive Officer - Accrued Salaries | |||
Related party advances and accruals | 216,000 | 144,000 | |
Chief Executive Officer - Operating Expenditures | |||
Related party advances and accruals | $ 5,500 | $ 5,500 |
Note 4 - Stockholders' Deficit
Note 4 - Stockholders' Deficit (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Details | |||
Proceeds from sale of common stock | $ 0 | $ 0 | $ 49,930 |
Note 5 - Advances (Details)
Note 5 - Advances (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Details | ||
Short-term advances | $ 17,000 | $ 0 |