Change in Certifying Accountants, Non-Reliance of Financial Report (Form 8-K)

On April 30, 2025, Spectral Capital Corporation (the "Company") dismissed Michael Gillespie & Associates, PLLC ("MG&A") as the Company's independent registered public accounting firm. On April 30, 2025, the Company engaged RBSM LLP ("RBSM") as the Company's independent registered public accounting firm. The decision to terminate MG&A and engage RBSM was approved by the Company's board of directors ("Board").

On April 21, 2025, MG&A notified us that that the Company's financial statements contain numerous accounting errors related to prepaid assets, amortization, gains on the extinguishment of debt, as well as a significant number of unaccounted for expenses (the "Accounting Matter"). As a result, MG&A advised the Company that it has concluded that that the Accounting Matter materially impacts the reliability of the financial statements for the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024 and that such financial statements should be restated. Due to the dismissal of MG&A, the issue has not been resolved to MG&A's satisfaction prior to its dismissal. The Company is further investigating the Accounting Matter. The Company has authorized MG&A to respond fully to the inquiries of RBSM concerning the subject matter of such disagreement.

The Company's principal accountant's report on the financial statements for the fiscal years ended December 31, 2024 and 2023 contained an adverse opinion. The report on the financial statements for the fiscal year ended December 31, 2023 included an explanatory paragraph relating to substantial doubt about the Company's ability to continue as a going concern and the report on the financial statements for the fiscal year ended December 31, 2024 contained an adverse opinion related to the Accounting Matter. As previously reported on the Form 12b-25 filed on March 31, 2025, the Company is delayed in filing its Annual Report on Form 10-K for the year ended December 31, 2024.

The Company provided MG&A with a copy of this Current Report on Form 8-K and requested that MG&A furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company herein and, if not, stating the respects in which it does not agree. A copy of MG&A's letter is attached as Exhibit 16.1 to this Current Report on Form 8-K.

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

The information set forth in the third, fourth, fifth and sixth paragraphs of Item 4.01 is incorporated by reference.