Spectral Capital Corp (FCCN)

[frankmertens]

Do your calculation:
50,000,000 shares for 0.001/share = 50,000
1,000,000 shares for 1.00/share = 1,000,000
TOTAL: 51 Mill. shares = 1,050,000 Bucks = 0.0206 per share

If TWM would exercise the total number ob warrants (they don't have to do it, so why they should) they would
own 60 Mill. shares
pay 10,050,000
price per share = 0.1675

Seems to be a godd deal, but unfortunately not for ordinary shareholders

http://www.sec.gov/Archives/edgar/data/1131903/000109690610001162/spectral8k20100908.htm
Unregistered Sales of Equity Securities.

On August 18, 2010, we entered into a financing agreement with a third party, Trafalgar Wealth Management. Under the terms of the financing, for aggregate consideration of $50,000 or $0.001 per common share, we sold 50,000,000 common shares and issued warrants to purchase 10,000,000 common shares at an exercise price of $1.00 per share. Under the terms of the agreements, subject to certain terms and conditions, Trafalgar is obligated to exercise at least $1,000,000 worth of these warrants over the next 12 months or the warrants will be cancelled and the 50,000,000 common shares would subject to repurchase by the company at $0.001 per share. 50,000,000 shares represents approximately 49.9% of our current issued and outstanding shares. Spectral may rescind the agreement in the event that a subsequently appointed independent director of the Company fails to ratify the transaction or the Company fails to obtain an opinion of fairness from an independent, third party valuation expert within 90 days.

On September 8, 2010, we closed the transaction with Trafalgar and delivered the above referenced shares into escrow pursuant to the Stock and Warrant Purchase Agreement. The Company has until November 17, 2010 to rescind the transaction in the event that it cannot obtain a fairness opinion.

This transaction has the effect of causing a change of control in the registrant. On August 18, 2010, immediately prior to this transaction, the registrant had 500,000,000 shares authorized and 50,057,623 shares issued and outstanding. After this transaction, the registrant had 100,057,623 shares issued and outstanding. Although the shares to Trafalgar were issued by the registrant on August 18, 2010, they were not delivered to escrow until September 8, 2010. The shares are to be held in escrow per the agreement until Trafalgar exercises at least $1,000,000 worth of its common stock purchase warrants or until the transaction is rescinded at the company's option if it is unable to obtain a fairness opinion on the transaction from an independent, third party valuation expert.