SPECTRAL CAPITAL Corp 10-Q for FY2022 Q2

SPECTRAL CAPITAL Corp (FCCN)

10-Q 2022-08-19 For: 2022-06-30

Added on April 06, 2026

About this 10-Q

SPECTRAL CAPITAL Corp filed this 10-Q on August 19, 2022, covering the quarter ended June 30, 2022 (FY2022 Q2).

Headline figures

Quarter ended June 30, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $2.62M; compared with $0 a year earlier
Net loss: $282.43K; compared with a net loss of $51.65K a year earlier
Diluted EPS: $0.00; compared with $0.00 a year earlier

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Nevada	51-0520296
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
4500 9th Avenue NE, Seattle, WA	98105
(Address of principal executive offices)	(Zip/Postal Code)
(206) 385-6490
(Telephone Number) ___________

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	☒
		Emerging growth company	☒

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	F-1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12

Item 4.	Controls and Procedures	13

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	14

Item 1A.	Risk Factors	14

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14

Item 3.	Defaults Upon Senior Securities	14

Item 4.	Mine Safety Disclosures	14

Item 5.	Other Information	14

Item 6.	Exhibits	14

SIGNATURES		15

INDEX TO UNAUDITED FINANCIAL STATEMENTS

Condensed Consolidated Financial Statements of Spectral Capital Corporation, Inc.

	Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021 (unaudited)	F-2

	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2022 and 2021 (unaudited)	F-3

	Condensed Consolidated Statements of Stockholders' Deficit for the Three and Six Months Ended June 30, 2022 and 2021 (unaudited)	F-4

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021 (unaudited)	F-5

	Notes to the Condensed Consolidated Financial Statements (unaudited)	F-6

	June 30, 2022	December 31, 2021
Assets:
Cash and cash equivalents	`$88,471`	`$264`
Accounts receivable	`2,330,365`	`-`
Current assets	`2,418,836`	`264`

Total assets	`$2,418,836`	`$264`

Liabilities and Stockholders' Deficit:
Current liabilities
Accounts payable and accrued liabilities	`$2,566,322`	`$1,136`
Related party advances and accruals	`72,000`	`1,261,609`
Current liabilities	`2,638,322`	`1,262,745`

Commitments and contingencies

Stockholders' Deficit:
Preferred stock, par value $0.0001, 5,000,000 shares authorized, no shares issued and outstanding	`-`	`-`
Common stock, par value $0.0001, 500,000,000 shares authorized, 420,179,483 and 117,857,623 shares issued and outstanding as of June 30, 2022 and December 31, 2021	`42,018`	`11,786`
Additional paid-in capital	`29,068,988`	`27,787,681`
Intercompany	`-`	`-`
Accumulated deficit	`(29,108,736)`	`(28,840,224)`
Total stockholders' equity (deficit)	`2,270`	`(1,040,757)`
Non-controlling interest	`(221,756)`	`(221,724)`
Total stockholders' deficit - Spectral Capital Corp.	`(219,486)`	`(1,262,481)`
Total liabilities and stockholders' deficit	`$2,418,836`	`$264`

	Three Months Ended June 30, 2022	Three Months Ended June 30, 2021	Six Months Ended June 30, 2022	Six Months Ended June 30, 2021

Revenues	`$2,617,147`	`$-`	`$3,070,487`	`$-`

Costs of sales	`2,773,450`	`-`	`3,128,327`	`-`

Gross loss	`(156,303)`	`-`	`(57,840)`	`-`

Operating expenses:
Selling, general and administrative	`90,139`	`15,661`	`138,704`	`20,275`
Wages and benefits	`36,000`	`36,000`	`72,000`	`72,000`
Total operating expenses	`126,139`	`51,661`	`210,704`	`92,275`

Net loss before non-controlling interest	`(282,442)`	`(51,661)`	`(268,544)`	`(92,275)`

Loss attributable to non-controlling interest	`14`	`15`	`32`	`29`

Net loss attributable to Spectral Capital Corporation	`$(282,428)`	`$(51,646)`	`$(268,512)`	`$(92,246)`

Basic loss per common share	`$(0.00)`	`$(0.00)`	`$(0.00)`	`$(0.00)`
Diluted loss per common share	`$(0.00)`	`$(0.00)`	`$(0.00)`	`$(0.00)`
Weighted average shares - basic	`389,679,038`	`117,857,623`	`271,480,545`	`117,857,623`
Weighted average shares - diluted	`389,679,038`	`117,857,623`	`271,480,545`	`117,857,623`

Three Months Ended June 30, 2021
	Common Stock					Total
	Shares	Amount	Additional Paid-in Capital	Non-Controlling Interest	Accumulated Deficit	Stockholders' Deficit
March 31, 2021	`117,857,623`	`$11,786`	`$27,787,681`	`$(221,677)`	`$(28,708,655)`	`$(1,130,865)`

Non-controlling interest	`-`	`-`	`-`	`(15)`	`-`	`(15)`
Net loss	`-`	`-`	`-`	`-`	`(51,646)`	`(51,646)`

June 30, 2021	`117,857,623`	`$11,786`	`$27,787,681`	`$(221,692)`	`$(28,760,301)`	`$(1,182,526)`

Six Months Ended June 30, 2021
	Common Stock					Total
	Shares	Amount	Additional Paid-in Capital	Non-Controlling Interest	Accumulated Deficit	Stockholders' Deficit
December 31, 2020	`117,857,623`	`$11,786`	`$27,787,681`	`$(221,663)`	`$(28,668,055)`	`$(1,090,251)`

Non-controlling interest	`-`	`-`	`-`	`(29)`	`-`	`(29)`
Net loss	`-`	`-`	`-`	`-`	`(92,246)`	`(92,246)`

June 30, 2021	`117,857,623`	`$11,786`	`$27,787,681`	`$(221,692)`	`$(28,760,301)`	`$(1,182,526)`

Three Months Ended June 30, 2022
	Common Stock					Total
	Shares	Amount	Additional Paid-in Capital	Non-Controlling Interest	Accumulated Deficit	Stockholders' Deficit
March 31, 2022	`167,857,623`	`$16,786`	`$27,832,611`	`$(221,742)`	`$(28,826,308)`	`$(1,198,653)`

Proceeds from sale of common stock	`-`	`-`	`-`	`-`	`-`	`-`
Conversion of convertible note	`252,321,860`	`25,232`	`1,236,377`	`-`	`-`	`1,261,609`
Non-controlling interest	`-`	`-`	`-`	`(14)`	`-`	`(14)`
Net income	`-`	`-`	`-`	`-`	`(282,428)`	`(282,428)`

June 30, 2022	`420,179,483`	`$42,018`	`$29,068,988`	`$(221,756)`	`$(29,108,736)`	`$(219,486)`

Six Months Ended June 30, 2022
	Common Stock					Total
	Shares	Amount	Additional Paid-in Capital	Non-Controlling Interest	Accumulated Deficit	Stockholders' Deficit
December 31, 2021	`117,857,623`	`$11,786`	`$27,787,681`	`$(221,724)`	`$(28,840,224)`	`$(1,262,481)`

Proceeds from sale of common stock	`50,000,000`	`5,000`	`44,930`	`-`	`-`	`49,930`
Conversion of convertible note	`252,321,860`	`25,232`	`1,236,377`	`-`	`-`	`1,261,609`
Non-controlling interest	`-`	`-`	`-`	`(32)`	`-`	`(32)`
Net income	`-`	`-`	`-`	`-`	`(268,512)`	`(268,512)`

June 30, 2022	`420,179,483`	`$42,018`	`$29,068,988`	`$(221,756)`	`$(29,108,736)`	`$(219,486)`

	Six Months Ended June 30, 2022	Six Months Ended June 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss attributable to Spectral Capital Corporation	`$(268,512)`	`$(92,246)`
Adjustments to reconcile net loss to net cash provided by (used in) by operating activities:
Non-controlling interest	`(32)`	`(29)`
Accounts receivable	`(2,330,365)`	`-`
Due to related parties - accrued salary	`72,000`	`72,000`
Accounts payable and accrued expenses	`2,565,186`	`(628)`
Net cash provided by (used in) operating activities	`38,277`	`(20,903)`

CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash used in investing activities	`-`	`-`

CASH FLOWS FROM FINANCING ACTIVITIES:
Intercompany
Proceeds from related party advances	`-`	`20,795`
Proceeds from sale of common stock	`49,930`	`-`
Net cash provided by financing activities	`49,930`	`20,795`

Change in cash and cash equivalents	`88,207`	`(108)`
Cash and cash equivalents, beginning of year	`264`	`413`
Cash and cash equivalents, end of year	`$88,471`	`$305`

Supplemental disclosures of cash flow information:
Cash paid for interest	`$-`	`$-`
Cash paid for income taxes	`$-`	`$-`

Non-cash investing and financing activities:
Exchange of related party advances and accruals for a convertible note payable and subsequent conversion into common stock	`$1,261,609`	`$-`

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.

	Non-Controlling
	Interest
Balance at December 31, 2021	`$(221,724)`

Net loss attributable to non-controlling interest	`(32)`
Balance at June 30, 2022	`$(221,756)`

List of Exhibits
3(i)(1)	Articles of Incorporation of Spectral Capital Corporation, dated September 13, 2000, incorporated by reference to Exhibit 3(a) on Form 10-SB filed May 1, 2003.
3(i)(2)	Certificate of Amendment to Articles of Incorporation of Spectral Capital Corporation, dated June 17, 2007, incorporated by reference to Exhibit 2.1 on Form 8-K filed July 7, 2004.
3(ii)	By-laws of Spectral Capital Corporation, dated September 14, 2000, incorporated by reference to Exhibit 3(b) on Form 10-SB filed May 1, 2003.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial and Principal Accounting Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
32.1	Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of the Company’s Chief Financial and Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

	Spectral Capital Corporation

	/s/ Jenifer Osterwalder
	Jenifer Osterwalder
	President and Chief Executive Officer

	*/s/ Jenifer Osterwalder*
Dated: August 19, 2022	Jenifer Osterwalder President and Chief Executive Officer

	*/s/ Stephen Spalding*
Dated: August 19, 2022	Stephen Spalding Chief Financial and Accounting Officer

	*/s/ Jenifer Osterwalder*
Date: August 19, 2022	Jenifer Osterwalder President and Chief Executive Officer