UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Earliest Event Reported: October 21, 2010
SPECTRAL CAPITAL CORPORATION
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(Exact name of registrant as specified in its charter)
Nevada 000-50274 51-0520296
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(State or other jurisdiction (Commission File (IRS Employer Identi
of incorporation) Number) -fication Number)
701 Fifth Avenue, Suite 4200, Seattle, WA 98104
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(Address of Principal Executive Offices) (Zip Code)
(888)366-6115
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Registrant's telephone number, including area code
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c)
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Financial Officer and Director
On October 21, 2010, Spectral Capital Corporation ("the Company") appointed Mr.
Stephen Spalding as its new Chief Financial Officer and as a Director to its
Board of Directors.
In return for his services, Mr. Spalding was issued 1,000,000 in options,
exercisable into shares of the Company's common stock at $1.00 per share. The
option begins to vest after 12 months, starting October 31, 2011, at a rate of
200,000 shares per year. The option has a term of 5 years.
Mr. Spalding has his MBA, Qualitative Analysis from the University of Arizona, a
B.S. in Finance and Management, B.S. Physics (solid state), B.S. Mathematics,
all from Eastern Illinois University. Mr. Spalding's professional experience
includes founding partner with KPMG's Information Risk Management Practices and
served as a partner in their Strategic Services & Enabling Technology practice
for 13 years. He also served as Regional Practice Partner with Deloitte and
Touche's Controls Technology Development & Implementation and Enterprise Risk
Services Practices for 6 years. As such he had responsibility for the firm's
west coast technology practice and some of the firm's largest clients
(Microsoft, Boeing, Safeway). For the last 15 years he has been a frequent guest
lecturer at Singapore Management University (SMU) and instructs a
senior/graduate class in IT Audit and Controls in the Accounting Department at
San Francisco State University (SFSU).
SECTION 7. REGULATION FD
Item 7.01 Regulation FD.
Press Release
The information in this Item 7.01 of this Current Report is furnished pursuant
to Item 7.01 and shall not be deemed "filed" for any purpose, including for the
purposes of Section 18 of the Exchange Act, or otherwise subject to the
liabilities of that Section. The information in this Current Report on Form 8-K
shall not be deemed incorporated by reference into any filing under the
Securities Act or the Exchange Act regardless of any general incorporation
language in such filing.
On October 25, 2010, the Company issued a press release. The text of the press
release is attached herewith as Exhibit 99.1.
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SECTION 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
The following is a complete list of exhibits filed as part of this Report.
Exhibit numbers correspond to the numbers in the exhibit table of Item 601 of
Regulation S-K.
Exhibit No. Description
99.1 Press Release dated October 25, 2010*
*Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.
SPECTRAL CAPITAL CORPORATION
By: /s/ Jenifer Osterwalder
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Jenifer Osterwalder,
Chief Executive Officer
Date: October 28, 2010
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