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FCCN > SEC Filings for FCCN > Form 8-K on 31-Jul-2014All Recent SEC Filings

Show all filings for SPECTRAL CAPITAL CORP

Form 8-K for SPECTRAL CAPITAL CORP


31-Jul-2014

Changes in Registrant's Certifying Accountant, Financial Statements and Exh


ITEM 4.01 Changes in Registrant's Certifying
Item 4.01 Changes in Registrant Accountant.

On July 28, 2014, Silberstein Ungar, PLLC (the "Former Accountant") notified the Company that its principals joined the accounting firm of KLJ & Associates, LLP. As a result of the transaction, on July 28, 2014, the Former Accountant resigned as the Company's independent registered public accounting firm and the Company engaged KLJ & Associates, LLP (the "New Accountant") as the Company's independent registered public accounting firm. The engagement of the New Accountant was approved by the Company's Board of Directors.

The Former Accountant's audit reports on the financial statements of the Company for the fiscal years ended December 31, 2013 and 2012 contained no adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended December 31, 2013 and 2012, and through the interim period ended July 28, 2013, there were no "disagreements" (as such term is defined in Item 304 of Regulation S-K) with the Former Accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of the Former Accountant would have caused them to make reference thereto in their reports on the financial statements for such periods.

During the fiscal years ended December 31, 2013 and 2012, and through the interim period ended July 28, 2014, there were the following "reportable events" (as such term is defined in Item 304 of Regulation S-K). As disclosed in Part I, Item 4 of the Company's Form 10-Q for the quarterly period ended March 31, 2014, the Company's management determined that the Company's internal controls over financial reporting were not effective as of the end of such period due to the existence of material weakness related to the following:

(i) inadequate segregation of duties and effective risk assessment;

This material weakness have not been remediated as of the date of this Current Report on Form 8-K. Other than as disclosed above, there were no reportable events during the fiscal years ended December 31, 2013 and 2012, and through the interim period ended July 28, 2014. The Company's Board of Directors discussed the subject matter of each reportable event with the Former Accountant. The Company authorized the Former Accountant to respond fully and without limitation to all requests of the New Accountant concerning all matters related to the audited period by the Former Accountant, including with respect to the subject matter of each reportable event.

Prior to retaining the New Accountant, the Company did not consult with the New Accountant regarding either: (i) the application of accounting principles to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on the Company's financial statements; or (ii) any matter that was the subject of a "disagreement" or a "reportable event" (as those terms are defined in Item 304 of Regulation S-K).

On July 28, 2014, the Company provided the Former Accountant with its disclosures in the Current Report on Form 8-K disclosing the dismissal of the Former Accountant and requested in writing that the Former Accountant furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. The Former Accountant's response is filed as Exhibit 16.1 to this Current Report on Form 8-K.




Item 9.01 - Financial Statements and Exhibits

The following exhibit is included as part of this report:

Exhibit 16.1 Letter from Silberstein Ungar, PLLC, Certified Public Account dated July 31, 2014.


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