0001096906-13-000329.txt : 20130315 0001096906-13-000329.hdr.sgml : 20130315 20130315061803 ACCESSION NUMBER: 0001096906-13-000329 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20130310 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130315 DATE AS OF CHANGE: 20130315 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: 13692099 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 8-K 1 spectral8k.htm SPECTRAL CAPITAL CORPORATION 8K 2013-03-10 spectral8k.htm



SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
____________________
 
FORM 8-K
 
CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported):  March 10, 2013
 
Spectral Capital Corporation
(Exact name of registrant as specified in its charter)
 
Nevada
000-50274
510520296
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)


701 Fifth Avenue, Suite 4200, Seattle, WA
98104
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code:  (206)262-7820
 
___________________________________________________
(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 (17CFR 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 1 – Registrant's Business and Operations
 
Item 1.01
Entry into a Material Definitive Agreement

On March 14, 2013, Spectral Capital Corporation purchased 8% of the issued and outstanding shares of Kontexto, Inc., a Canadian corporation.  Spectral purchased the shares from a minority shareholder in exchange for 5,000,000 common shares of Spectral stock, par value $0.0001 and warrants to purchase 5,000,000 common shares at $0.85 per share, expiring on March 13, 2013.  There were no commissions associated with the transaction and the shares are to be issued to non US shareholders of a Sargas Capital, Ltd., a Canadian company through a process still to be determined.
 
SECTION 2 – Financial Information
 
Item 2.01
Completion of Acquisition of or Disposition of Assets

On March 14, 2013, Spectral Capital Corporation purchased 8% of the issued and outstanding shares of Kontexto, Inc., a Canadian corporation.  Spectral purchased the shares from a minority shareholder in exchange for 5,000,000 common shares of Spectral stock, par value $0.0001 and warrants to purchase 5,000,000 common shares at $0.85 per share, expiring on March 13, 2013.  There were no commissions associated with the transaction and the shares are to be issued to non US shareholders of a Sargas Capital, Ltd., a Canadian company through a process still to be determined.On March 10, 2013, Spectral removed the conditions for cancellation to its December 31, 2013 agreement to sell its Alberta oil assets, which include to separate land leases and an operating well, to Akoranga, AG, a related party.  Akoranga agreed to pay Spectral $950,000 CAD for the asset sale plus Akoranga agreed to assume approximately $2,000,000 USD in debt related to the oil assets.  As consideration for the purchase price, Akoranga forgave  $626,022 in related party debts owed by Spectral to Akoranga.  The remainder of the purchase price, $323,978 will be paid by Akoranga to Spectral by December 30, 2013.  The assets were transferred to Akoranga effective December 31, 2012.
 
SECTION 3 – Securities and Trading Markets
 
Item 3.02
Unregistered Sales of Equity Securities

On March 14, 2013, Spectral Capital Corporation purchased 8% of the issued and outstanding shares of Kontexto, Inc., a Canadian corporation.  Spectral purchased the shares from a minority shareholder in exchange for 5,000,000 common shares of Spectral stock, par value $0.0001 and warrants to purchase 5,000,000 common shares at $0.85 per share, expiring on March 13, 2013.  There were no commissions associated with the transaction and the shares are to be issued to non US shareholders of a Sargas Capital, Ltd., a Canadian company through a process still to be determined.
 
SECTION  9 – Financial Statements and Exhibits 
 
Item 9.01
Statements and Exhibits
  
Exhibit 10.1   Definitive Agreement between Akoranga AG and Spectral Capital Corporation dated December 31, 2012.
 
Exhibit 99.1   Press Release of Spectral Capital Corporation dated March 14, 2013.
 
 
 

 
 
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
 
/s/ Jenifer Osterwalder
Jenifer Osterwalder
President, CEO and Director
 
Date: March 14, 2013
 
 
 
 


 
EX-10.1 2 spectral8kexh101.htm DEFINITIVE AGREEMENT BETWEEN AKORANGA AG AND SPECTRAL CAPITAL CORPORATION DATED DECEMBER 31, 2012. spectral8kexh101.htm


Exhibit 10.1
 
Definitive Oil Property Acquisition and Financing Agreement


This Definitive Oil Property Acquisition Agreement (“Agreement”) is entered into by and between the Akoranga AG, a Swiss corporation and affiliates and subsidiaries thereof (“AKORANGA”), and Spectral Capital Corporation (“Spectral”).  All amounts under this Agreement shall be in Canadian Dollars.  This agreement shall have an effective date of December 31, 2012, but is subject to cancellation until March 10, 2013.

Whereas, Spectral acquired a 60% interest in that certain oil and gas leasing property in the Red Earth Region of Alberta, Canada, together with associated permits, roads, improvements, existing well-bore, pump jack and equipment (“Shamrock”) for the sum of $750,000 plus the assumption of debt of approximately $2,000,000 on January 31, 2012;
Red Earth, Alberta .

And Whereas, Spectral acquired in May, 2012, a 60% interest in that certain oil and gas lease for a property located in the Red Earth Region of Alberta, Canada, from the Canadian government identified as Lease Number 5-10-92: 4;7-9,15-19 for approximately $200,000 (the “Auction Lease”).

And Whereas, AKORANGA acted as Spectral’s intermediary and agent in this process;
 
And Whereas, Spectral desires to sell its interests in Shamrock and the Auction Lease (together the “Properties”) to AKORANGA and AKORANGA desires to buy Spectral’s interests in the properties for the sum of $950,000 plus the assumption, by AKORANGA, of any associated debt, which had amounted to $2,000,000.
 
Therefore, be it resolved by the parties as follows:

1. Acquisition.  Spectral hereby sells all its right, title and interest in the Properties to AKORANGA for the sum of $950,000 plus the assumption by AKORANGA from Spectral of any debt or financing obligations, including the assumption of the $2,000,000 in debt associated with Shamrock.

2. Financing.  AKORANGA has advanced $626,022 USD to Spectral as of September 30, 2012.  AKORANGA hereby forgives this indebtedness as part of the payment for the Properties.  The remaining approximately$323,978 CAD will be paid by AKORANGA to Spectral within 12 months and shall not bear interest.  AKORANGA hereby assumes all debts associated with the Properties.

3. Definitive Agreement.  This is the Definitive Agreement that governs the relationship between the Parties and the Parties agree that any agents/subsidiaries or counterparties shall cooperate toward the completion of this Definitive Agreement.

4. Sale of the Properties by AKORANGA.  AKORANGA covenants not to sell or transfer any of its interests in the Properties until the balance of the purchase price hereunder has been paid.

5. Representations, Indemnity and Warranties. AKORANGA hereby represents that it is familiar with the Properties and has done its own due diligence.  AKORANGA understands that Spectral makes no warranties as to title or otherwise regarding the Properties and that all Spectral is doing is conveying its interests therein.  Spectral and AKORANGA represents each has the authority to enter into this Definitive Agreement. AKORANGA hereby indemnifies Spectral for any and all losses, expenses or costs incurred by Spectral for AKORANGA’s failure to service any assumed debt obligation hereunder.

6. Miscellaneous.   This Agreement shall be governed by the laws of the Province of Alberta without regard to conflicts of laws.    This Agreement can be signed in counterparts, each of which must be made a complete instrument.


 
 

 

Agreed and accepted as of the date first written above:


AKORANGA INC. AND AFFILIATED COMPANIES



X______________________________________________________
Jenifer Osterwalder
Managing Director

SPECTRAL CAPITAL CORPORATION



X______________________________________________________
Jenifer Osterwalder
President and CEO




 
EX-99.1 3 spectral8kexh991.htm RELEASE OF SPECTRAL CAPITAL CORPORATION DATED MARCH 14, 2013. spectral8kexh991.htm


Exhibit 99.1

 
Spectral Announces Acquisition of Stake in Analytics Company


SEATTLE--(BUSINESS WIRE)—Thursday, March 14, 2013
 
Spectral Capital Corporation, (FCCN.QB) (F3SN: SG, BE) announced today that it has purchased a minority stake in privately held big data analytics company, kontexto.
 
Kontexto, founded in 2009, is a technology company that has developed software and services that acquire, analyze and visualize streaming real time data for companies and institutions. Kontexto has developed two products based on their proprietary analysis platform: publishflow(TM) and monitr(TM) along with providing customers the option for customized services solutions. UK Trade and Investment, the largest government and business trade organization in the United Kingdom awarded them 'technology of exceptional potential'. Kontexo's customers include some of the biggest names in publishing, Post Media Network, The Guardian, Getty Images, Abu Dhabi Media, Bell Media and The Daily Mail.
 
'Companies today realize that in order to thrive, they must have instant insight into data sets that are above and beyond their competitors and presented to them in user-friendly, flexible formats, which kontexto offers. Being able to correctly consume the data is just as important as receiving it. Big data analysis and information management is a growing market and reaches every industry and market in the world. Much acquisition activity has taken place in this market, with IBM alone spending over $16 billion for over 30 analytics-related companies since 2005. We believe in kontexto's vision and long-term growth prospects and are currently in talks to increase our stake holdings', stated Jenifer Osterwalder, Spectral's CEO.
 
Spectral purchased 8% of the issued and outstanding shares of kontexto in a transaction with Canadian company, Sargas Capital Ltd. through a share and warrant exchange. There are no registration rights granted in the transaction and no commissions were paid.
 
For more information about kontexto, please visit: www.kontexto.com.
 
ABOUT SPECTRAL:
Spectral acquires and partners with early stage technology companies that have the ability to grow into independent public companies. We focus on identifying markets in which a start up has the opportunity to greatly enhance or become a complete game changer. We look for technology that is patentable. Through our knowledge and vast network of professionals from around the world, as well as our experience as entrepreneurs, we provide support and encouragement for our portfolio teams and their visions. Spectral's portfolio teams are consumed and innately passionate about the development of their ideas.
 
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.

Contact:
Spectral Capital Corporation
Jenifer Osterwalder, 206-262-7820
contact@spectralcapital.com