-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GN9KbRGEs/i+OtKPrrhH67IfcqI59WglRTvSRWm+aAWMVmHWxvUbNUHBfs9wAKW9 9MranRjK0wlRaw+407vILg== <SEC-DOCUMENT>0001072588-10-000305.txt : 20101029 <SEC-HEADER>0001072588-10-000305.hdr.sgml : 20101029 <ACCEPTANCE-DATETIME>20101029120321 ACCESSION NUMBER: 0001072588-10-000305 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101021 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101029 DATE AS OF CHANGE: 20101029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPECTRAL CAPITAL Corp CENTRAL INDEX KEY: 0001131903 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 880472860 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50274 FILM NUMBER: 101150512 BUSINESS ADDRESS: STREET 1: 1420 5TH AVENUE. SUITE 2200, CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 206-274-5107 MAIL ADDRESS: STREET 1: 1420 5TH AVENUE. SUITE 2200, CITY: SEATTLE STATE: WA ZIP: 98101 FORMER COMPANY: FORMER CONFORMED NAME: SPECTRA CAPITAL Corp DATE OF NAME CHANGE: 20100813 FORMER COMPANY: FORMER CONFORMED NAME: FUSA CAPITAL CORP DATE OF NAME CHANGE: 20040707 FORMER COMPANY: FORMER CONFORMED NAME: GALAXY CHAMPIONSHIP WRESTLING INC DATE OF NAME CHANGE: 20010108 </SEC-HEADER> <DOCUMENT> <TYPE>8-K <SEQUENCE>1 <FILENAME>spectral8knewsrel.txt <TEXT> 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 ------------------------------ (Exact name of registrant as specified in its charter) Nevada 000-50274 51-0520296 - ---------------------------- -------------------- --------------------------- (State or other jurisdiction (Commission File (IRS Employer Identi of incorporation) Number) -fication Number) 701 Fifth Avenue, Suite 4200, Seattle, WA 98104 ----------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (888)366-6115 --------------- Registrant's telephone number, including area code ---------------------------------- (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) <PAGE> 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. 2 <PAGE> 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. 3 <PAGE> 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 ----------------------------- Jenifer Osterwalder, Chief Executive Officer Date: October 28, 2010 4 </TEXT> </DOCUMENT> <DOCUMENT> <TYPE>EX-99.1 <SEQUENCE>2 <FILENAME>ex99-1.txt <TEXT> Exhibit 99.1 Spectral Capital Names Stephen Spalding as Chief Financial Officer October 25, 2010 2:00 AM ET Spectral Capital Corporation, ("Spectral" or the "Company") (FCCN.OB) (F3SN:F) is pleased to announce the appointment of Stephen Spalding as Chief Financial Officer and Director. Stephen Spalding, MBA, brings over 30 years of extensive experience in executive management, corporate governance, risk management, control design and development. He has supported early stage companies throughout his career. Mr. Spalding's education includes: MBA, Quantitative Analysis, University of Arizona; B.S. Finance and Management, B.S. Physics (solid state), B.S. Mathematics, all from Eastern Illinois University. Mr. Spalding is also 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), for the last fifteen years. Mr. Spalding's extensive 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 thirteen 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). "Stephen brings to Spectral integrity and a high degree of professional experience. He will provide in depth knowledge in risk management areas as well as providing solid budgeting decisions. His 19 years of experience with KPMG and Deloitte Touche is a great asset for an early stage company to have. We are extremely pleased to have Stephen as part of our executive management team," said Jenifer Osterwalder, Spectral CEO. About Spectral Capital: Spectral Capital is focused on the acquisition of a significant portfolio of properties for mining activities. In September 2010, the Company purchased an interest in mineral properties in the Chita region of the Russian Federation. The Kadara and Kaltagay license is located in the Mogochinsky district of the Chita Region in the Russian Federation. Spectral owns 47% of the License for prospecting, exploration and production of gold and all other metals. The length of the License runs to 31 August 2031. The size of the License is 186 square kilometers or 18,200 hectares. Development and exploration activities are currently being undertaken. <PAGE> Spectral Capital is a US based publicly trading company and is listed on the OTCBB as FCCN and Frankfurt exchange as F3SN. Spectral is a Nevada state corporation. PRESS RELEASE FORWARD LOOKING STATEMENT: This press release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and the Company's growth and business strategy. Words such as "expects," "will," "intends," "plans," "believes," "anticipates," "hopes," "estimates," and variations on such words and similar expressions are intended to identify forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates that are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of the Company. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, changes in the Company's business; competitive factors in the market(s) in which the Company operates; risks associated with operations outside the United States; and other factors listed from time to time in the Company's filings with the Securities and Exchange Commission. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based. Spectral Capital Jenifer Osterwalder, 206-262-8007 </TEXT> </DOCUMENT> </SEC-DOCUMENT> -----END PRIVACY-ENHANCED MESSAGE-----