Spectral Capital (FCCN) 10-Q 13 Aug 24 2024 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2024	Aug. 13, 2024
Details
Registrant CIK	0001131903
Fiscal Year End	--12-31
Registrant Name	Spectral Capital Corporation
SEC Form	10-Q
Period End date	Jun. 30, 2024
Tax Identification Number (TIN)	51-0520296
Number of common stock shares outstanding		107,649,516
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
Securities Act 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	2024
Document Fiscal Period Focus	Q2

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Assets
Cash and cash equivalents	$ 102,687	$ 240
Current assets	102,687	240
Total assets	102,687	240
Current liabilities
Accounts payable and accrued liabilities	362,807	290,119
Related party advances and accruals	0	6,150
Short-term advances	0	36,450
Current liabilities	362,807	332,719
Total liabilities	362,807	332,719
Stockholders' deficit:
Preferred shares	0	0
Common shares	6,291	4,202
Additional paid-in capital	30,066,959	29,181,804
Accumulated deficit	(30,111,484)	(29,296,599)
Total stockholders' deficit	(38,234)	(110,593)
Non-controlling interest	(221,886)	(221,886)
Total stockholders' deficit - Spectral Capital Corp	(260,120)	(332,479)
Total liabilities and stockholders' deficit	$ 102,687	$ 240

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets - Parenthetical - $ / shares	Jun. 30, 2024	Dec. 31, 2023
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	62,899,302	62,899,302
Common Stock, Shares, Outstanding	42,017,948	42,017,948

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Condensed Consolidated Statements of Operations
Revenues	$ 0	$ 0	$ 0	$ 0
Costs of sales	0	0	0	0
Gross profit	0	0	0	0
Operating expenses:
Selling, general and administrative	448,425	27,896	477,289	55,411
Wages and benefits	36,000	36,000	72,000	72,000
Total operating expenses	484,425	63,896	549,289	127,411
Operating loss	(484,425)	(63,896)	(549,289)	(127,411)
Other income and (expense)
Extinguishment of debt	(265,596)	0	(265,596)	0
Total other income (expense)	(265,596)	0	(265,596)	0
Net loss before non-controlling interest	(750,021)	(63,896)	(814,885)	(127,411)
Income (loss) attributable to noncontrolling interest	0	18	0	36
Net loss before non-controlling interest	$ (750,021)	$ (63,878)	$ (814,885)	$ (127,375)
Basic income (loss) per common share	$ (0.01)	$ 0	$ (0.02)	$ 0
Weighted average shares - basic and diluted	54,684,149	42,017,948	48,351,049	42,017,948

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, 2022	$ 4,202	$ 29,106,804	$ (221,796)	$ (29,081,212)	$ (192,002)
Shares, Outstanding, Beginning Balance at Dec. 31, 2022	42,017,948
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
Stock-based compensation					0
Non-controlling interest					(36)
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)
Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2023	$ 4,202	29,181,804	(221,886)	(29,296,599)	(332,479)
Shares, Outstanding, Beginning Balance at Dec. 31, 2023	42,017,948
Net loss attributable to Spectral Capital Corporation	$ 0	0	0	(814,885)	(814,885)
Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Jun. 30, 2024	$ 6,291	30,066,959	(221,886)	(30,111,484)	(260,120)
Shares, Outstanding, Ending Balance at Jun. 30, 2024	62,899,302
Proceeds from sale of common stock	$ 1,526	198,514	0	0	200,040
Proceeds from sale of common stock - shares	15,250,000
Issuance of common stock for liabilities	$ 363	353,328	0	0	353,691
Issuance of common stock for liabilities	3,631,354
Stock-based compensation	$ 200	333,313	0	0	333,513
Stock-based compensation	2,000,000
Non-controlling interest	$ 0	0	0	0	0
Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Mar. 31, 2024	$ 4,202	29,181,804	(221,886)	(29,361,463)	(397,343)
Shares, Outstanding, Beginning Balance at Mar. 31, 2024	42,017,948
Net loss attributable to Spectral Capital Corporation	$ 0	0	0	(750,021)	(750,021)
Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Jun. 30, 2024	$ 6,291	30,066,959	(221,886)	(30,111,484)	(260,120)
Shares, Outstanding, Ending Balance at Jun. 30, 2024	62,899,302
Proceeds from sale of common stock	$ 1,526	198,514	0	0	200,040
Proceeds from sale of common stock - shares	15,250,000
Issuance of common stock for liabilities	$ 363	353,328	0	0	353,691
Issuance of common stock for liabilities	3,631,354
Stock-based compensation	$ 200	333,313	0	0	333,513
Stock-based compensation	2,000,000
Non-controlling interest	$ 0	$ 0	$ 0	$ 0	$ 0

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024	Jun. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss attributable to Spectral Capital Corporation	$ (750,021)	$ (814,885)	$ (127,375)
Adjustments to reconcile net loss to net cash used in by operating activities:
Non-controlling interest	0	0	(36)
Stock-based compensation	333,513	333,513	0
Extinguishment of debt		265,591	0
Changes in operating assets and liabilities
Accounts receivable		0	25,000
Due to related parties - accrued salary		72,000	72,000
Accounts payable and accrued expenses		688	4,297
Net cash used in operating activities		(143,093)	(26,114)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used in investing activities		0	0
CASH FLOWS FROM FINANCING ACTIVITIES
Short-term advances		45,500	17,000
Proceeds from sale of common stock	200,040	200,040	0
Net cash provided by financing activities		245,540	17,000
Change in cash and cash equivalents		102,447	(9,114)
Cash and cash equivalents, beginning of period		240	10,672
Cash and cash equivalents, end of period	$ 102,687	102,687	1,558
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
Issuance of common stock in settlement of liabilities		$ 88,100	$ 0

Note 1 - Business and Nature of

Note 1 - Business and Nature of Operations	6 Months Ended
	Jun. 30, 2024
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, and financing of technology that has the potential to transform existing industries. Spectral has acquired significant stakes in two recently reactivated technology companies (Noot and Monitr) as well as interests within telecommunications, data and switching services, specifically providing international long distance reselling services on a business-to-business (B2B) basis and a newly emergent business in the field of deploying Quantum Computing as a Service (“QAAS”) technologies as well as supporting start-ups in that field with shared technological, marketing and other resources. In January 2022, the Company commenced a new line of business which is providing data and telecommunications reselling services on a global basis. On January 3, 2022, the Company entered into a telecommunications services agreement with Sky Data PLL OU (Estonia) (“Sky”) 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 from Sky. The Company has paused this line of business and plans to resume activities within the 2024 fiscal year. We intend to keep our partnership with Sky through a new entity named Scandere and together form partnerships with existing carriers who have substantial customers and without third party intervention. We intend to provide business to business (B2) telecommunications interconnection services to international clientele and are currently in talks with vendors. We believe our emerging capabilities in the QAAS field will have a significant positive impact on the growth of this business by creating demand for exactly the type of data center solutions Scandere can help with. We believe the underlying technologies for both Noot and Monitr have the potential to create profitable businesses on their own but require substantial capital to upgrade their software to become competitive. We have recently begun the process of upgrading this software from a QAAS framework. We anticipate this work will be ongoing. In April of 2024, Spectral commenced a new business in the area of Quantum Computing and related technologies. Spectral engaged additional management and board resources to enhance its expertise in this area. The Company believes it can derive revenue through the development, acquisition and sale of Quantum Computing as a Service (QAAS) as well as providing services, support and platforms to Company’s operating in that sector. Toward this end, the Company has signed an agreement on June 7, 2024 for a share exchange with a Quantum Computing technology company, Node Nexus Network Co. LLC (“NNN”) in order to enhance its Quantum Computing offerings through acquiring NNN.

Note 2 - Summary of Significant

Note 2 - Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2024
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, 2024, the Company has cash on hand of $102,687 and negative working capital of $260,120. 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 its 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 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. 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, 2023. The results of operations for the three and six months ended June 30, 2024 is 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, 2024 and December 31, 2023, 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. The Company is not currently deriving revenue from its QAAS, Monitr, Noot or data center offerings but anticipates that this will change within the next 90-120 days. 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, 2024, the Company had options to purchase 6,810,000 shares of common stock for which the effects were anti-dilutive. During the three and six months ended June 30, 2024, the Company did not have any 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, 2024. The following table sets forth the changes in non-controlling interest for the six months ended June 30, 2024: Non-Controlling Balance at December 31, 2023 $ (221,886) Net loss attributable to non-controlling interest - Balance at June 30, 2024 $ (221,886) 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 TRANSACTI

NOTE 3- RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2024
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, 2024 and 2023, respectively. As of June 30, 2024 and December 31, 2023, amounts due to the CEO related to accrued salaries were $360,000 and $288,000 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, 2024 and December 31, 2023, the Company's CEO was due $0 and $6,150 in connection with these advances, respectively. During the six months ended June 30, 2024, the Company issued 68,311 shares of common stock in satisfaction of $6,150 in advances. On the date of the agreement, the fair market value of the common stock per the Company’s closing stock price was $6,651 resulting an extinguishment of debt of $501. Sean Michael Brehm, the Company’s Chairman and a member of the board of directors, is also the sole shareholder of NNN, which the Company has contracted to acquire in exchange for 40,000,000 shares of Spectral common stock. In addition, Sean Michael Brehm has agreed to purchase 5,000,000 of the Company’s common shares for a total purchase price of $1,000,000.

NOTE 4 - STOCKHOLDERS' DEFICIT

NOTE 4 - STOCKHOLDERS' DEFICIT	6 Months Ended
	Jun. 30, 2024
Notes
NOTE 4 - STOCKHOLDERS' DEFICIT	NOTE 4 – STOCKHOLDERS’ DEFICIT Private Placements On April 22, 2024, the Board of Directors approved a Private Placement Offering pursuant to Rule 506(b) of the Securities Act of 1933, as amended (the “Securities Act”) for up to 15,000,000 restricted shares of the Company’s common stock at a price of $0.01 per share, or an aggregate of $150,000. The offering commenced on April 22, 2024 and ended on June 3, 2024. The Board of Directors believes that $150,000 will be used for operating capital. As of the date of this filing, the Company has received $150,040 in proceeds from this offering. In June 2024, the Company commenced an additional offering looking to raise up to $1,000,000 at a price of $0.20 per shares. As of June 30, 2024, total proceeds of $50,000 had been received from this offering. Subsequent to June 30, 2024, the Company has received an additional $960,000 in proceeds. Settlement of Advances During the six months ended June 30, 2024, the Company issued 3,563,043 shares of common stock in satisfaction of $81,950 in advances. On the date of the agreement, the fair market value of the common stock per the Company’s closing stock price was $347,040 resulting in an extinguishment of debt of $265,090. Stock for Services On April 26, 2024, we entered into a consulting contract with Scandere OU (Estonia) (“Scandere”). Scandere has the same management and been contracted on behalf of Sky Data PPL and has experience in the telecommunications industry. Scandere will provide us with management services, CDR processing, fraud management, reporting and analytics and credit and finance management to facilitate our reentry into telecommunication reselling operations. The contract shall remain in force until the completion of the services or the earlier termination of the agreement. As payment for its services, Scandere receives 2,000,000 restricted shares of the Company’s common stock, valued at $194,800 based upon the closing price of the Company’s common stock on the date of the agreement. 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. During the six months ended June 30, 2024, the Company issued options to purchase 6,810,000 shares of common stock at prices ranging from $0.43 to $0.61 per share. The Company used the following variables to determine the fair value of the options: Closing stock prices ranging from $0.50 - $0.72; expected lives ranging from 6.0 to 7.0 years; volatility of 203.49%; risk free rate of 3.5% and no dividend yield. The total grant date fair value was $3,345,600 with $138,713 being expensed to selling, general and administrative during the three and six months ended June 30, 2024. As of June 30, 2024, the remaining value of approximately $3.2 million is expected to be expensed over 3.9 years. The following is a summary of stock option activity for the six months ended June 30, 2024: Stock Weighted Weighted Outstanding, December 31, 2023 - - - Issued 6,810,000 0.43 10.00 Exercised - - - Expired - - - Outstanding, June 30, 2024 6,810,000 $ 0.43 10.00 Vested, June 30, 2024 - $ - -

NOTE 5 - COMMITMENTS AND CONTIN

NOTE 5 - COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2024
Notes
NOTE 5 - COMMITMENTS AND CONTINGENCIES	NOTE 5 – COMMITMENTS AND CONTINGENCIES The Company leases virtual office space on a three-month basis in Seattle, Washington.

NOTE 6- SUBSEQUENT EVENTS

NOTE 6- SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2024
Notes
NOTE 6- SUBSEQUENT EVENTS	NOTE 6– SUBSEQUENT EVENTS In accordance with ASC 855-10, the Company has analyzed its operations subsequent to June 30, 2024 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 below. As reported in the Form 8-K filed with the Securities and Exchange Commission on June 7, 2024, Spectral Capital Corporation, a Nevada corporation (the “ Company we our us Exchange Agreement Target Target Shareholder Exchange Shares Purchase Price Financing Shares Parties Party As reported in the Form 8-K filed with the Securities and Exchange Commission on May 13, 2024, the Target Shareholder was appointed as our director on May 13, 2024, and as reported on an additional Form 8-K with the Securities and Exchange Commission on June 6, 2024, the Target Shareholder was appointed as Chairman of the Board of Directors on June 6, 2024. On July 23, 2024, the Parties entered into an amendment to the Exchange Agreement (the “ Amendment ● Closing ● Escrow Agreement ● ● Licensing Agreement The Closing of the Exchange Agreement, as amended, is subject to the satisfaction or, if permitted by applicable law, waiver by the Company, Target and Target Shareholder of various conditions. These conditions include but are not limited to the following: (i) Assignment of intellectual property; (ii) delivery of Board of Director and shareholder approval of each Target and Target Shareholder approving the Exchange Agreement; (iii) personal guarantee of Target Shareholder; (iv) financial statements of the Target audited by an auditor who is a member of the Public Company Accounting Oversight Board (“ PCAOB

Note 2 - Summary of Significa_2

Note 2 - Summary of Significant Accounting Policies: Going Concern (Policies)	6 Months Ended
	Jun. 30, 2024
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, 2024, the Company has cash on hand of $102,687 and negative working capital of $260,120. 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 its 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, 2024
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.

Note 2 - Summary of Significa_4

Note 2 - Summary of Significant Accounting Policies: Interim Consolidated Financial Statements (Policies)	6 Months Ended
	Jun. 30, 2024
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, 2023. The results of operations for the three and six months ended June 30, 2024 is 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, 2024
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, 2024
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, 2024
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, 2024 and December 31, 2023, 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, 2024
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, 2024
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. The Company is not currently deriving revenue from its QAAS, Monitr, Noot or data center offerings but anticipates that this will change within the next 90-120 days.

Note 2 - Summary of Signific_10

Note 2 - Summary of Significant Accounting Policies: Basic Income (Loss) Per Share (Policies)	6 Months Ended
	Jun. 30, 2024
Policies
Basic Income (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, 2024, the Company had options to purchase 6,810,000 shares of common stock for which the effects were anti-dilutive. During the three and six months ended June 30, 2024, the Company did not have any dilutive shares.

Note 2 - Summary of Signific_11

Note 2 - Summary of Significant Accounting Policies: Non-controlling Interests (Policies)	6 Months Ended
	Jun. 30, 2024
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, 2024. The following table sets forth the changes in non-controlling interest for the six months ended June 30, 2024: Non-Controlling Balance at December 31, 2023 $ (221,886) Net loss attributable to non-controlling interest - Balance at June 30, 2024 $ (221,886)

Note 2 - Summary of Signific_12

Note 2 - Summary of Significant Accounting Policies: Foreign Currency (Policies)	6 Months Ended
	Jun. 30, 2024
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, 2024
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, 2024
Tables/Schedules
Redeemable Noncontrolling Interest	Non-Controlling Balance at December 31, 2023 $ (221,886) Net loss attributable to non-controlling interest - Balance at June 30, 2024 $ (221,886)

NOTE 4 - STOCKHOLDERS' DEFICIT_

NOTE 4 - STOCKHOLDERS' DEFICIT: Schedule of Share-based Compensation, Stock Options, Activity (Tables)	6 Months Ended
	Jun. 30, 2024
Tables/Schedules
Schedule of Share-based Compensation, Stock Options, Activity	Stock Weighted Weighted Outstanding, December 31, 2023 - - - Issued 6,810,000 0.43 10.00 Exercised - - - Expired - - - Outstanding, June 30, 2024 6,810,000 $ 0.43 10.00 Vested, June 30, 2024 - $ - -

Note 2 - Summary of Signific_15

Note 2 - Summary of Significant Accounting Policies: Going Concern (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Details
Cash and cash equivalents	$ 102,687	$ 240
Working Capital	$ 260,120

Note 2 - Summary of Signific_16

Note 2 - Summary of Significant Accounting Policies: Non-controlling Interests: Redeemable Noncontrolling Interest (Details) - Noncontrolling Interest - USD ($)	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Noncontrolling Interest in Variable Interest Entity	$ (221,886)	$ (221,886)
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest	$ 0

NOTE 3- RELATED PARTY TRANSAC_2

NOTE 3- RELATED PARTY TRANSACTIONS (Details) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Issuance of common stock in settlement of liabilities		$ 88,100	$ 0
Issuance of common stock for liabilities	$ 353,691	353,691
Gain (Loss) on Extinguishment of Debt		$ (265,591)	0
Common Stock
Issuance of common stock for liabilities	3,631,354	3,631,354
Issuance of common stock for liabilities	$ 363	$ 363
Advance from CEO
Issuance of common stock in settlement of liabilities		6,150
Issuance of common stock for liabilities		6,651
Gain (Loss) on Extinguishment of Debt		$ 501
Advance from CEO | Common Stock
Issuance of common stock for liabilities		68,311
Chief Executive Officer
Salary and Wage, Excluding Cost of Good and Service Sold		$ 72,000	$ 72,000
Chief Executive Officer - Accrued Salaries
Due to Related Parties, Current	360,000	360,000		$ 288,000
Chief Executive Officer - Operating Expenditures
Due to Related Parties, Current	$ 0	$ 0		$ 6,150

NOTE 4 - STOCKHOLDERS' DEFICIT

NOTE 4 - STOCKHOLDERS' DEFICIT (Details) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024	Jun. 30, 2023
Proceeds from sale of common stock	$ 200,040	$ 200,040	$ 0
Issuance of common stock in settlement of liabilities		88,100	0
Issuance of common stock for liabilities	$ 353,691	353,691
Gain (Loss) on Extinguishment of Debt		$ (265,591)	$ 0
Common Stock
Proceeds from sale of common stock - shares	15,250,000	15,250,000
Proceeds from sale of common stock	$ 1,526	$ 1,526
Issuance of common stock for liabilities	3,631,354	3,631,354
Issuance of common stock for liabilities	$ 363	$ 363
Private Placement - April 22, 2024
Proceeds from sale of common stock - shares		15,000,000
Proceeds from sale of common stock		$ 150,040
Private Placement - June, 2024
Proceeds from sale of common stock		50,000
Settlement of Advances
Issuance of common stock in settlement of liabilities		81,950
Issuance of common stock for liabilities		347,040
Gain (Loss) on Extinguishment of Debt		$ 265,090
Settlement of Advances | Common Stock
Issuance of common stock for liabilities		3,563,043

NOTE 4 - STOCKHOLDERS' DEFICI_2

NOTE 4 - STOCKHOLDERS' DEFICIT: Schedule of Share-based Compensation, Stock Options, Activity (Details)		6 Months Ended
	Jun. 30, 2024 $ / shares shares	Jun. 30, 2024 $ / shares shares
Details
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Beginning Balance | shares		0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ / shares		$ 0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures | shares		6,810,000
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares		$ 0.43
Sharebased Compensation Arrangement By Sharebased Payment Award Options Issued Weighted Average Remaining Contractual Term		10
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Ending Balance | shares	6,810,000	6,810,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares	$ 0.43	$ 0.43
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	10 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | shares		0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price | $ / shares	$ 0	$ 0