Spectral Capital Corporation (OTCMKTS:FCCN) Files An 8-K Changes in Registrant’s Certifying AccountantITEM 4.01 Changes in Registrant's Certifying
Item 4.01 Changes in Registrant Accountant.
On August 1, 2017, KLJ & Associates, LLP (the "Former Accountant") notified the Company that they resigned as the Company's independent registered public accounting firm. As a result of the resignation, on August 4, 2017 the Company engaged BF Borgers CPA PC (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, 2014 through and 2016 contained no adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except that the audited financial statements contained in our Annual rePORTS ON FORM 10-k FOR THE FISCAL YEARS ENDED dECEMBER 31, 2014 THROUGH 2016 CONTAINED A GOING CONCERN QUALIFICATION. During the fiscal years ended December 31, 2014 through 2016, and through the interim period ended August 1, 2017, 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, 2014 through 2016, and through the interim period ended August 1, 2017, there were the following "reportable events" (as such term is defined in Item 304 of Regulation S-K). As disclosed in Note 9, Item 9A of the Company's Form 10-K for the period ended December 31, 2017, 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, 2014 through 2016, and through the interim period ended August 1, 2017. 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 August 14, 2017 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.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
99.1Auditor letter
SPECTRAL CAPITAL Corp ExhibitEX-99.1 2 exh99_1.htm AUDITOR LETTER Exhibit 99.1 August 16,…To view the full exhibit click here
About Spectral Capital Corporation (OTCMKTS:FCCN)
Spectral Capital Corporation (Spectral) is a development-stage company. The Company is a technology company focused on the identification, acquisition, development and financing of technology. Spectral has stakes in two technology companies. The Company intends to own, in full or in part, technology companies. The Company’s portfolio includes Noot Holdings, Inc. (Noot) and Monitr Holdings, Inc. (Monitr). Noot is a mobile technology company that has developed Noot, which utilizes search engine technology for mobile devices. Noot helps people find news, social media, photos and video that match their interests. Monitr specializes in the analysis of news, opinion and social media to determine the aggregate sentiment and trends of equities, commodities and currencies across world markets. Monitr offers analysis and real time data to financial institutions and hedge funds for use in fundamental and algorithmic analysis of financial markets.
