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FCCN > SEC Filings for FCCN > Form 8-K on 15-Mar-2013All Recent SEC Filings

Show all filings for SPECTRAL CAPITAL CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for SPECTRAL CAPITAL CORP


15-Mar-2013

Entry into a Material Definitive Agreement, Completion of Acquisition or Di


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.



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.



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.



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.


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