**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**









**FORM
      10-KSB**




**o** **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF
      1934**




**For
      the Fiscal Year Ended December 31, 2006**




**Commission
      File Number:   000** **-51769**









**SPECTRE
      TECHNOLOGY CORP.**


(Name
      of
      Small Business Issuer in Its Charter)




**Nevada**
            
            **98-0458087**(State
                or Other Jurisdiction
            
            IRS
                Employerof
                Incorporation or Organization)
            
            Identification
                Number




**Suite
      110, 174 Wilson Street, Victoria BC V9A 7N7 Canada**





**(250)
      294-0101**


(Address
      and Telephone Number of Principal Executive Offices)




Securities
                registered under Section 12(b) of the Exchange Act:Title
                of each class registered:
            Name
                of each exchange on which registered:**Common
                Stock**
            **None**Securities
                registered under Section 12(g) of the Exchange Act:**Common
                Stock, par value $0.001**
              (Title
                of class)




Indicate
      by check mark whether the registrant is a well-known seasoned issuer, as defined
      in Rule 405 of the Securities
      Act.    Yes  ̈ No x





Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Exchange
      Act.   Yes  ̈ No x





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days. Yes o  No x




Indicate
      by check mark whether the registrant is a shell company as defined in Rule
      12b-2
      of the Exchange Act. Yes o  No x





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B not contained in this form, and no disclosure will be contained,
      to the best of the registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. Yes o  No x




Revenues
      for year ended December 31, 2006: $36,375.




Number
      of
      shares of the registrant’s common stock outstanding as of March 19, 2007 was:
      20,000,000.




Transitional
      Small Business Disclosure Format: Yes o  No x







DOCUMENTS
      INCORPORATED BY REFERENCE




None




2


**Spectre
      Technology Corp.**




**Table
      of Contents**




Forward-Looking
                StatementsPART
                IItem
                1.
            Description
                of BusinessMarketingIndustry
                OverviewCompetitionCustomersTrademarks,
                Copyrights, PatentsGovernment
                RegulationEmployeesAvailable
                InformationItem
                2.
            PropertiesItem
                3.
            Legal
                ProceedingsItem
                4.
            Submission
                of Matters to a Vote of Security HoldersPART
                IIItem
                5.
            Market
                for Common Equity and Related Stockholder MattersItem
                6.
            Management’s
                Discussion and Analysis or Plan of OperationItem
                7.
            Financial
                StatementsItem
                8.
            Changes
                In and Disagreements With Accountants on Accounting and Financial
                DisclosureItem
                8A.
            Controls
                and ProceduresItem
                8B.
            Other
                InformationPART
                IIIItem
                9.
            Directors,
                Executive Officers and Corporate GovernanceItem
                10.
            Executive
                CompensationItem
                11.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder MattersItem
                12.
            Certain
                Relationships and Related TransactionsItem
                13.
            ExhibitsItem
                14.
            Principal
                Accountant Fees and Services







3







**Forward-Looking
      Statements**




Our
      disclosure and analysis in this Annual Report on Form 10-KSB (this “Report”), in
      other reports that we file with the Securities and Exchange Commission, in
      our
      press releases and in public statements of our officers contain forward-looking
      statements.  Forward-looking statements give our current expectations or
      forecasts of future events. Forward-looking statements may turn out to be wrong.
      They can be affected by inaccurate assumptions or by known or unknown risks
      and
      uncertainties. Many factors mentioned in this Report, for example governmental
      regulation and competition in our industry, will be important in determining
      future results. No forward-looking statement can be guaranteed, and actual
      results may vary materially from those anticipated in any forward-looking
      statement.




You
      can
      identify forward-looking statements by the fact that they do not relate strictly
      to historical or current events. They use words such as “anticipate,”
“estimate,” “expect” “will,” “may,” “intent,” “plan,” “believe,” and similar
      expressions in connection with discussion of future operating or financial
      performance. These include statements relating to future actions, prospective
      products or product approvals, future performance or results of anticipated
      products, expenses, financial results or contingencies.




Although
      we believe that our plans, intentions and expectations reflected in these
      forward-looking statements are reasonable, we may not achieve these plans or
      expectations. Forward-looking statements in this Report will be affected by
      the
      following factors: the ability of the Company to raise sufficient capital to
      finance its planned activities, the ability of the Company to satisfy its
      outstanding convertible debt obligations, the ability of the Company to
      successfully prosecute and protect its intellectual property, and the Company’s
      ability to hire, manage and retain qualified personnel. The aforementioned
      factors do not represent an all inclusive list. Actual results, performance
      or
      achievements could differ materially from those contemplated, expressed or
      implied by the forward-looking statements contained in this Report. In
      particular, this Report sets forth important factors that could cause actual
      results to differ materially from our forward-looking statements. These and
      other factors, including general economic factors, business strategies, the
      state of capital markets, regulatory conditions, and other factors not currently
      known to us, may be significant, now or in the future, and the factors set
      forth
      in this Report may affect us to a greater extent than indicated.  All
      forward-looking statements attributable to us or persons acting on our behalf
      are expressly qualified in their entirety by the cautionary statements set
      forth
      in this Report and in other documents that we file from time to time with the
      Securities and Exchange Commission including Quarterly Reports on Form 10-QSB
      and Current Reports on Form 8-K to be filed in 2007. Except as required by
      law,
      we do not undertake any obligation to update any forward-looking statement,
      whether as a result of new information, future events or otherwise.







4


**PART
      I**





**Item
      1.    Business**




**DESCRIPTION
      OF THE BUSINESS**





***Background***





The
      Company was incorporated under the laws of the State of Nevada on December
      30,
      2004. The Company owns a proprietary merchant solution provider called Gateway
      Express and rebranded GlobalPayNET IP Gateway as of September 2006. By using
      Spectre's GlobalPayNET IP Gateway, clients are able to process their credit
      card
      transactions with a processor who provides all data center functions relating
      to
      transaction processing services, including electronic credit card
      authorizations, electronic fund transfers management, and the development of
      the
      Internet software and related communication networks that are involved in
      providing transaction processing services





***Overview***





Spectre
      is a software marketing and development company and as such does not have a
      large fixed plant or associated overhead cost. The Victoria, B.C. office serves
      as the headquarters for the Company. It carries the direct overhead of the
      Company’s operations. All operational functions of the business are executed
      from the Company’s Victoria headquarters. Currently, The Company intends to grow
      its business by executing a defined marketing plan and by hiring professional
      sales associates who have industry experience.





Spectre
      Technology Corporation has developed and currently markets a fully integrated
      software solution. Spectre facilitates credit card processing services for
      credit card based transactions of small to medium sized companies worldwide
      through its GlobalPayNET brand. The Company’s software solution functions as a
      gateway allowing clients to seamlessly process credit card transactions
      (purchases, sales and refunds) over the Internet. The Company’s GlobalPayNET
      provides an interface through which data is captured electronically, transferred
      through to the processor and back to the client. Every Spectre client can view
      all transaction details (including historical details) through a personal
      account that stores data specific to a client’s transaction activity. With a
      feature-rich user interface and numerous reporting features, all aspects of
      a
      client’s account history are at their fingertips and accessible from any
      internet browser.





Spectre’s
      GlobalPayNET is a credit card processing gateway that currently facilitates
      continuous online credit card transaction processing for merchants in the United
      States and Canada. The Company’s online e-Commerce merchant gateway operates
      under the name GlobalPayNET and can be found on the Internet under the Uniform
      Resource Locator (URL) of http://www.globalpaynet.com. Spectre’s gateway
      processing system is capable of processing credit card transactions for VISA,
      MasterCard and American Express, worldwide. In November 2006, GlobalPayNET
      became PCI/DSS compliant in accordance with the rules and regulations of all
      major credit cards. This ensures that Spectre’s GlobalPayNET real time
      electronic gateway processing is using the highest levels of security in
      encrypting data and is now certified by the Payment Card Industry’s Data
      Security Standard. GlobalPayNET is tested regularly to make sure it is in
      constant compliance with PCI regulations worldwide.





Spectre’s
      clients are typically merchants who operate a traditional “bricks and mortar”
and/or online business. Clients gain access to the Company’s gateway via Java,
      C# and HTML based APIs (Application Programming Interface), Apache TomCat,
      Sybase, Oracle and MS SQL server technologies, and Linux and Windows platforms,
      which allows Spectre’s clients to securely process and review credit card
      transactions (purchases, sales and refunds) over the Internet from a
      variety
      of different hardware options, including POS terminals (virtual terminals),
      PCs,
      and wireless devices including cell phones, PDAs, BlackBerrys and Magcard
      Readers.


5


---
      A
      GENERAL OVERVIEW OF THE SYSTEM.





Electronic
      payments software carries transactions from the transaction generators to the
      acquiring institutions. The software then uses regional or national switches
      to
      access the card issuers for approval or denial of the transactions. The software
      returns messages to the sources, thereby completing the transactions.




By
      using
      Spectre’s GlobalPayNET , clients are able to process their credit card
      transactions with a processor who provides all data center functions relating
      to
      transaction processing services, including electronic credit card
      authorizations, electronic fund transfers management, and the development of
      the
      Internet software and related communication networks that are involved in
      providing transaction processing services. Importantly, all credit card
      processing transactions are conducted in a secure encrypted environment that
      uses digital signature standards to ensure the cardholder and merchant are
      protected ---A digital signature standard is an electronic signature that can
      be
      used to authenticate the identity of the sender of a message or the signer
      of a
      document, and possibly to ensure that the original content of the message or
      document that has been sent is unchanged.





Spectre’s
      gateway allows merchants to receive card authorization at the point-of-sale,
      and
      also enables consumers to make a credit card payment directly through the use
      of
      a web site. In other words, Spectre’s gateway allows merchants to process both
      traditional card-present, or "swipe," transactions, as well as card-not-present
      transactions. A traditional card-present transaction occurs whenever a
      cardholder physically presents a credit or debit card to a merchant at the
      point-of-sale. A card-not-present transaction occurs whenever the customer
      does
      not physically present a payment card at the point-of-sale and may occur over
      the Internet, mail, fax or telephone. All typical e-commerce and mail/telephone
      orders are card-not-present transactions.





Spectre
      Technology has a contractual agreement with an established processor that allows
      the Company to act as a marketing partner and to engage in the business of
      marketing processing services to merchants that accept credit cards as payment
      for the sale and purchase of goods and services. The Company’s business model is
      focused on quality of service, price and technology. Spectre offers merchants
      a
      gateway that features a best-of-breed credit card processing solution at an
      affordable price. Accordingly, the Company has incorporated state of the art
      technology, such as 128 bit SSL encryption, Java, C# and HTML based APIs, and
      a
      Cisco PIX VPN Firewall to ensure that GlobalPayNET facilitates a secure,
      reliable, and cost-effective credit card transaction processing service that
      clients can rely on and trust.





---
      TARGET MARKET.





Spectre’s
      customers are geographically dispersed throughout the world. The Company’s
      potential clients are merchants and businesses that use credit card processing
      services to provide their consumers with the ability to pay for goods and
      services without having to use cash or a paper check. Spectre’s gateway services
      are a necessary function of any business that accepts payment from e-commerce
      businesses, typically via Internet based shopping carts.





The
      Company’s primary market focus is businesses that generate high volumes of
      electronic payment transactions. The Company’s prospective and current merchant
      clients operate in a variety of industries that include online and offline
      retail, travel and service companies, like insurance, taxi, tour and shipping
      companies. The Company’s clients enter into a contract to use the Company’s
      gateway services. Each contract is in effect for a period of one year. The
      terms
      of a contract are binding, and good until cancelled, as long as a merchant
      utilizes Spectre’s gateway.
      Once activated, Scepter’s clients are likely to continue using the Company’s
      gateway service, because (1) the administrative work required to change credit
      card processors is onerous, and (2) the Company offers efficient and affordable
      services that are difficult for small and medium merchants to find at
      competitive prices from other providers.


6


---
      REVENUE MODEL.





Currently,
      Spectre provides credit card processing services to approximately five merchant
      clients. Management intends to add two additional clients to the roster by
      the
      end of fiscal 2007. Based on recent performance, management believes that total
      revenues will increase as the Company adds new merchant clients and experiences
      a resultant growth in transaction volumes.





Spectre’s
      merchant business provides it with a tremendous opportunity for revenue growth.
      The Company offers web based credit card processing for small and medium sized
      merchants at competitive prices. The bigger credit card processors, such as
      banks, operate a business that is based on size of transaction volumes that
      are
      typically conducted by much larger organizations. Many credit processing
      services charge a discount rate as high as 6% and $1.00 per gateway transaction.
      Spectre, on the other hand, typically works with a discount rate as low as
      2.0%
      and a gateway transaction of $0.05 per transaction, thereby making the Company’s
      services competitive for and attractive to smaller clients.





Spectre’s
      revenue is based on the processing of credit card transactions. The Company
      earns a fee for every transaction that is processed through its gateway. Spectre
      also earns a fixed percentage of the discount rate that is charged to merchants
      for each credit card transaction processed through its gateway. (For greater
      detail regarding transaction fees see “Compensation for Credit Card
      Processing”below)





The
      Company plans to increase its client base, and revenue, in the 2007 and 2008
      fiscal years. On a monthly basis, the Company is currently targeting and is
      on
      track to process approximately $100,000.00 USD in credit card transactions.
      The
      Company’s goal is to process up to $1,000,000 USD per month by the end of the
      2007 fiscal calendar year. Management believes that revenue of this magnitude
      can be realized, because the Company’s business model is based on a recurring
      revenue stream, and the business of its merchant clients continues to grow
      steadily. Notably, the fees the Company charges to clients for using its gateway
      to process credit card transactions remains fixed, and does not change as
      process volumes fluctuate. This means that as gateway transaction volumes grow
      exponentially, so do revenues. (See MD&A, Plan of Operation, below for
      details regarding dollar values of total monthly transactions processed)





To
      grow
      revenues, the Company plans to increase its client base through the
      implementation of a targeted marketing program that will incorporate both online
      and offline strategies (please see Marketing Strategies below). To facilitate
      the implementation of its planned marketing program, the Company may, in the
      future, seek to raise additional financing through private placements and the
      public market. At present, the Company believes that it has sufficient capital
      to meet its business objectives for the next twelve months. (See MD&A, Plan
      of Operation, below for details regarding dollar values of total monthly
      transactions processed)





PROCESSING
      AND TRANSACTION FEES





---
      PROCESSING A TRANSACTION.





Utilizing
      one of the many methods of access to the Company’s gateway, the merchants'
      systems contact the Company's host server to receive credit card authorizations
      for accounts that are subsequently
      electronically verified for credit validation and other security considerations
      by the Company’s processor. Once verified, electronic files are transmitted to
      the major credit card organizations from which funds are then transferred from
      the card issuing bank to Spectre’s processor. The processor then pays the
      merchant for the goods purchased, Spectre a portion of the discount fee for
      gateway services, and secures a portion of the discount fee for its part in
      processing the transaction.


7


---
      COMPENSATION FOR CREDIT CARD PROCESSING.





Functioning
      like an electronic utility, Spectre earns a steady stream of transaction and
      processing fees from merchant/customer transactions. Spectre earns revenue
      from
      three sources: (1) a percentage of the discount rate charged by the credit
      card
      processor, (2) a flat fee on each transaction for use of the gateway, and (3)
      a
      contractually agreed upon monthly fee of as low as $5 for its gateway services.
      The discount rate is expressed as a percentage of the amount to be processed.
      Once set, this percentage is deducted from the amount of each transaction
      submitted by the merchant to the processor, and the net amount is deposited
      into
      the merchant's bank account. For example, the discount rate is 2.5%, of which
      1.9% is paid to the card issuer - typically a card sponsoring bank. The
      remaining .6% is split between the processor and Spectre, the marketing partner.
      The processor earns 60% of the 0.6% for its processing service and Spectre
      receives 40% for the use of its gateway. Spectre also charges a flat fee per
      gateway transaction - typically $0.25 -- or an amount for the gateway
      transaction that has contractually been agreed upon with the merchant, above
      the
      revenue it earns from the discount rate. In addition, Spectre charges clients
      a
      monthly fee as low as $5 for its gateway services.





---
      SERVICES.





The
      Company facilitates the processing of credit card transactions through its
      GlobalPayNET brand located on the Internet at www.globalpaynet.com. Spectre’s
      gateway simplifies credit card transaction processing for merchants, because
      the
      Company’s system aggregates all transactional information, allowing merchants to
      access information from one source rather than monitor many accounts. The
      Company believes the Internet offers the most logical, low-cost method of
      providing such information aggregation services.





---
      COST
      EFFECTIVE AND CONVENIENT FOR SMALL MERCHANTS.





Spectre
      allows clients to abandon expensive frame relay or ATM solutions and move to
      an
      inexpensive, reliable and sustainable TCP/IP based solution. In addition, our
      system allows clients to access and utilize state-of-the-art technology on
      the
      backend, without having to go out and buy it. Importantly, GlobalPayNET offers
      clients the convenience of electronic payment solutions and account access
      via
      web-enabled devices that can access the Internet.





A
      GlobalPayNET account gives the Company’s clients online access to all their
      account information. With a feature-rich user interface and reporting features,
      all aspects of their account history can be accessed from any internet browser
      (including cell phones and web enabled PDAs). Importantly, GlobalPayNET employs
      a team of experts versed in all major programming languages and scripts. From
      C#
      to Java, Linux to Windows, the Company’s programmers have the experience and
      expertise to empower client’s applications and ensure that all electronic
      transactions are secure.





---
      ACCOUNT MANAGEMENT SOLUTIONS FOR WEB-ENABLED DEVICES.


8


At
      present, the Company accommodates many different "point-of-interaction" entry
      methods and intends to increase the number of "point-of-interaction" entry
      methods, in the future, in order to build the credit card processing services
      business and to leverage the growth of gateway revenues for the Company. The
      Company anticipates that merchants will increasingly see the Internet as an
      important and valuable tool for marketing, and as a way to facilitate direct
      purchase activity, commonly referred to as "e-Commerce". Accordingly, Spectre
      designed a merchant gateway based on standard hardware devices and common
      Internet based protocol to facilitate access from many different web-enabled
      devices. As such, the Company’s gateway services are currently accessible by a
      wide range of web-enabled devices, including point-of-sale (POS) terminals,
      PCs,
      and soon, wireless devices including cell phones, PDAs, BlackBerrys and Wireless
      Magcard Readers. With Spectre’s gateway, Shopping cart integration, digital
      certificates and digital IDs are included in the service.








---
      OUR
      NETWORK INFRASTRUCTURE UTILIZES STATE-OF-THE-ART TECHNOLOGY.





With
      our
      system, clients are assured of security and reliability. Clients access our
      gateway via an Application Integration Platform (AIP) that combines front-end
      application, content maintenance and application business logic management
      under
      an open-software-architecture and a single interface. Management believes the
      Company’s gateway is unique in the number of methods of access it allows (SSL
      via APIs that are Java, C# or HTML based), and in its ability to support each
      merchant through one vertically integrated source. In most competitive
      instances, such services are performed by different parties and, as a
      consequence, merchants can easily become frustrated when trying to solve
      problems because they may not be able or know how to contact the right party.
      The Company believes its commitment to maintaining a common customer support
      option that serves all processing divisions is a distinctive advantage to
      merchants over competitor services.





The
      Company’s technology is designed to allow its clients to gain access to its
      gateway from a variety of devices and systems. The Company gateway interface
      to
      its internal transaction processing system accepts transactions via Transmission
      Control Protocol/Internet Protocol (TCP/IP). The Company deploys a Compaq 1U
      Server that it owns outright. The Company uses Apache Tomcat, Sybase, Oracle
      and
      MS SQL for its application servers to give clients flexible and broad access
      to
      the gateway interface via a number of different technologies. The Company
      utilizes Secure Sockets Layer (SSL) and 128 bit encryption to keep data secure.
      The Company’s business logic is written in Java. The Company utilizes a Cisco
      PIX VPN firewall for security. The security of the Company’s network is
      regularly tested by the processor, on an unscheduled basis, to determine if
      the
      network is vulnerable to security breaches and failures, and is certified by
      the
      processor as secure, if problems are not detected.





Security
      of credit card numbers transmitted over the Net has been a recurring question.
      Serious concern exists in the credit card processing industry about unscrupulous
      access to a customer's credit card number when it is presented over the Net.





---
      SECURITY: SECURE SOCKETS LAYER (SSL).





To
      ensure
      that our merchant clients have a secure payment process, our credit card
      processing services are supported by a systems infrastructure that utilizes
      state of the art encryption. Spectre’s gateway utilizes a secure sockets layer
      so that connections and information are secure from outside inspection and
      128-bit encryption to make information unreadable as it passes over the Internet
      for all electronic transactions that we process.





The
      reason SSL is so important is because, without encryption, anyone with access
      to
      the data pipeline can access and read the information as plaintext. Secure
      Sockets Layer (SSL) is a


9




**MARKETING**





Spectre’s
      mission is to **** become
      a
      recognized leader in online gateway processing for small to medium sized
      companies. Accordingly, management intends to expand our direct sales and
      marketing operations in order to increase market awareness of our products,
      market our products to a greater number of businesses and generate increased
      revenues.





The
      Internet is a key component of the Company’s marketing strategy because it is
      the primary channel the Company employs to conduct its business. As such, the
      Internet plays a significant role in the Company’s marketing strategy. The
      Company’s primary market focus is businesses that generate high volumes of
      electronic payment transactions. The Company intends to administer a
      comprehensive, targeted marketing program to create value for clients and
      shareholders, by building a solid business that generates recurring revenues
      over time.





---
      INTERNET ADDRESS: UNIFORM RESOURCE LOCATOR.





Spectre’s
      GlobalPayNET is a credit card processing gateway that currently facilitates
      credit card clearing services to merchants 24/7 throughout the world. The
      Company’s online e-Commerce merchant gateway operates under the name
      GlobalPayNET and is located on the Internet under the Uniform Resource Locator
      (URL) of http://www.globalpaynet.com.





Spectre
      offers merchants a best-of-breed credit card processing solution at an
      affordable price. We create value for our clients, by offering a number of
      options that allow them to access their gateway and processing services, such
      as
      POS terminals and wireless devices including cell phones, PDAs, BlackBerrys
      and
      Wireless Magcard Readers. Clients that use the Company’s gateway can process and
      review credit card transactions over the Internet. Our unique business model
      allows us to be highly competitive without sacrificing quality of service,
      customer care and price. Most importantly, GlobalPayNET is a secure, reliable,
      and cost-effective credit card transaction processing service that clients
      can
      trust.





---
      SPECTRE’S MARKET OPPORTUNITY.





The
      Internet is one of the most popular communication and marketing mediums in
      publication today. The Internet is a worldwide network of computers that allows
      individuals, governments and businesses to communicate in a variety of formats
      on a continuous basis. More importantly, the Internet is a growing avenue for
      commerce, as it allows businesses to advertise and sell their products on an
      international scale. Internet users are increasingly discovering the convenience
      of shopping online. Customers can browse or surf the Net, read product ads,
      and,
      if they choose to, purchase those products from the comfort of their businesses
      or homes, by using their computers, rather than commuting to a “bricks and
      mortar” based business to conduct the transaction.





---
      INCREASING DEMAND FROM MERCHANTS FOR AN INTERNET GATEWAY.





The
      Company believes that the Internet will increasingly become a common tool used
      by business owners to facilitate the management of bank account information,
      transactional processing and the status of accounts receivables and accounts
      payables. The Internet can also benefit a business by reducing overhead costs
      such as lease expenses for office furniture, phone systems, copiers, fax
      machines. Management believes that such financial benefits will continue to
      motivate the adoption of broad based Internet services, like its gateway for
      credit card transaction processing, and further the growth of its gateway
      services. The Company believes that adoption of gateways will increase
      dramatically in the years ahead, as merchants large and small will increasingly
      utilize the Internet to process payments and manage their business accounts.


10




---
      OUR
      MARKET NICHE: UNDERSERVED BUSINESS SEGMENTS.





Spectre’s
      market niche consists of small and medium sized businesses that want access
      to a
      credit card processing service that is suited to their needs. Spectre has
      identified a demand among small and medium sized Internet based businesses
      that
      want access to a credit card processing service that is inexpensive, easy to
      use
      and trustworthy regarding security and reliability. Spectre’s GlobalPayNET is:





·
            Convenient
                , functionally intuitive and easy to use





·
            Facilitates
                the management of different credit cards via one secure online
                account





·
            Is
                accessible through different technologies





·
            Is
                adaptable to legacy systems





·
            Can
                track and manage transactions in
                real-time





·
            Relevant
                and customizable





·
            Is
                a technologically flexible and secure payment
                process







Spectre
      believes it can attract new clients and strengthen existing merchant
      relationships by providing greater value in a financial portal that is solely
      dedicated to them. Importantly, Spectre’s gateway facilitates access to credit
      card transaction services for independent businesses, such as retail, travel,
      insurance, taxi, tour and shipping companies. This potentially lucrative market
      for Spectre is generally overlooked by the big industry players whose processing
      services are expensive for smaller businesses to access via the Internet.





MARKETING
      STRATEGY





The
      Company’s primary market focus is businesses generating high volumes of
      electronic payment transactions. The Company intends to market and sell its
      products and services by pre-qualifying prospective sales leads through direct
      contact or market research. We intend to tailor our sales efforts to reach
      this
      market by using commissioned inside sales personnel, as well as through
      non-exclusive resellers that act as an external sales force. Our direct sales
      effort will be coordinated by a sales executive and supported by commissioned
      employees who function in sales capacities. Spectre will continue to analyze
      its
      sales and marketing efforts in order to control costs, increase the
      effectiveness of its sales force, and broaden its reach through reseller
      initiatives and advantageous alliances.





---
      WHERE
      OUR CUSTOMERS GET THEIR INFORMATION.


11


Our
      customers will learn about GlobalPayNET through:





·
            Word-of-Mouth


·
            Internet


·
            Trade
                shows


·
            Trade
                publications


·
            Newspapers
                (local and national)


·
            TV
                and Radio





MARKETING
      PROMOTION





Management
      intends to continue developing a marketing and promotion strategy to build
      Spectre’s GlobalPayNET brand, grow the Company’s client base, and promote client
      loyalty and client retention. The Company's marketing and promotional activities
      are planned to primarily target a customer demographic that generates high
      volumes of electronic payment transactions. These activities include both
      offline and online advertising:





---
      ONLINE ADVERTISING.





Management
      intends to employ targeted banner advertisement agreements with major Internet
      content and service providers. The Company also intends to optimize our website
      with the latest search engine optimization (SEO) strategies to ensure top
      keyword positioning in popular search engines such as Overture, Google, and
      MSN.
      Management intends to obtain pay-per-click (PPC) agreements with major Internet
      content and service providers, which the Company will deploy through the popular
      search engines to promote the GlobalPayNET brand and services.





About
      PPC: Also known as pay for performance or search advertising, Pay Per Click
      advertising gives advertisers the possibility of having their adverts appear
      on
      the Search Engine results pages of certain Search Engines. The position of
      the
      adverts is decided on a bidding system with advertisers paying more to be
      positioned at the top of the page. Payment is then made at this rate every
      time
      someone clicks on the link in the advert which takes them through to the
      advertiser's website.





The
      PPC
      model functions in the following way: when shoppers search for a particular
      product by inputting a key word on the internet, a list of websites or products
      (in the case of Froogle.com) appear on their screen. Once the shopper clicks
      on
      a link (example: our website link), the Company pays the search engines a set
      fee per keyword. The higher the Company bids per key word, the higher the
      ranking the company gets on a page, allowing users to view product by our site
      (in this example) more frequently.








---
      ONLINE AFFILIATE PROGRAM.





The
      Company intends to establish an affiliate program and other initiatives aimed
      at
      increasing traffic and supporting the brand development. Under the proposed
      affiliate program, the Company would pay registered affiliates referral fees
      for
      sales generated via their links to the Company's Web site.


12




---
      OFFLINE ADVERTISING.





The
      Company intends to use offline advertising to promote the Company’s GlobalPayNET
      brand through offline advertising. The Company employs offline advertising
      to
      promote both brand and specific merchandising opportunities. The Company's
      plan
      is to focus these efforts on print advertisements in trade journals that cater
      to a broad base of merchants. As revenues ramp up, management plans to continue
      to utilize additional forms of traditional offline advertising, such as
      television, radio, magazines, outdoor advertising and direct mail, in order
      to
      continue building our brand recognition.





---
      ONLINE DIRECT MARKETING.





As
      the
      customer base grows, management will have an opportunity to collect significant
      data about the Company's customers. With our clients’ permission, management
      intends to maximize the value of this information by delivering meaningful
      information and special offers to customers via e-mail and other means. In
      addition, management intends to publish an online newsletter delivered by e-mail
      to subscribers in which will be highlighted important industry news and
      developments.





---
      INDEPENDENT SALES ORGANIZATIONS.





The
      Company intends to generate new merchant accounts by contracting independent
      sales organizations. This marketing effort will be coordinated through the
      central office of the Company.





MARKETING
      MEDIUMS





The
      list
      below reflects the marketing mediums we will deploy over the next five years
      in
      order of importance and feasibility. Our goal is to allocate a marketing budget
      to the mediums we believe, over time, to be the most effective.





ONLINE:





·
            Search
                Engine Optimization (SEO): The Company intends to optimize our website
                with the latest SEO strategies to ensure top keyword positioning
                in
                popular search engines such as Google, Yahoo, and MSN.





·
            Pay-per-click:
                Management intends to obtain pay-per-click (PPC) agreements with
                major
                Internet content and service providers. The Company will deploy a
                PPC
                marketing strategy through the main search engines, such as Overture,
                Google, Yahoo, and MSN. PPC advertising gives Spectre the possibility
                of
                having its adverts appear on the Search Engine results pages when
                browsers
                initiate search preferences. Payment is then made every time someone
                clicks on the link in the advert which takes them through to the
                advertiser's website.





·
            Website
                Banner Ads: The Company will place banner ads with websites that
                merchants
                in targeted industries. Banner Ads incorporate graphics that are
                placed on different websites for a fee. The fee is usually based
                on the
                number of times the ad will be
                seen.





ONLINE
      DIRECT MARKETING:





·
            E-mail
                Campaigns: we produce targeted email blasts to lists of prospects
                we
                gather at industry events and through networking. We will use
                telemarketing to follow-up.





13


·
            e-Newsletter:
                The Company will publish an e-Newsletter to keep our prospects and
                customers informed about new developments and changes to technological
                applications.






OFFLINE:





·
            Word-of-Mouth:
                The Company expects that current business relationships will generate
                leads via word-of-mouth.





·
            Sales
                Letters: The Company intends to mail sales letters to key decision-makers.
                We will start with current relationships to generate word-of-mouth
                leads
                and referrals.





·
            Press
                Releases: The Company will write a series of targeted press releases
                and
                post them on PRNewsWire.com and similar wire
                services.





·
            Print
                Collateral: The Company will create a media kit in both print and
                PDF
                format to give to prospects and mail with sales
                letters.





·
            Trade
                Shows: The Company will attend industry specific trade shows to promote
                its products and services.





·
            Co-Branding:
                The Company will create alliances with organizations to bundle and
                promote
                the Company’s gateway services.





·
            Trade
                Publication Ads: The Company will strategically place advertising
                in
                publications that are targeted at retail merchants.





·
            Newspaper
                Ads: The Company will strategically place advertising in the financial
                business section of local and national
                newspapers.





THE
      FOLLOWING ARE THE KEY ELEMENTS AND TACTICS OF OUR LONG-TERM BUSINESS DEVELOPMENT
      STRATEGY:




---
      IMPROVE OUR PRODUCT OFFERINGS.





To
      compete effectively, and expand our market share, the Company must continually
      develop and introduce new products and enhancements that reflect technological
      developments and emerging industry standards. We plan to improve and expand
      our
      service offerings on an ongoing basis through acquisitions of complementary
      product lines and our internal research and development efforts.





---
      EXPAND OUR OPERATIONS.





Management
      believe there is a significant opportunity to grow our business in the US,
      Canadian and European markets. To capitalize on this opportunity, we plan to
      form alliances with strategic partners to increase our distribution
      channels.





---
      ACQUIRE COMPLEMENTARY BUSINESSES AND PRODUCTS.


14


Spectre’s
      growth strategy includes potential acquisitions that offer opportunities to
      increase our sales revenues, gross margins and market share. By acquiring
      technology and/or businesses that offer strategies to complement our existing
      services, we increase the likelihood that we can offer more services that will
      meet the needs of existing and potential customers, and thereby build a strong
      customer base more rapidly.





---
      LEVERAGE EXISTING AND DEVELOP NEW STRATEGIC PARTNERSHIPS.





Management
      intends to build and strengthen strategic partnerships so that our partner
      companies will recommend our gateway services. We intend to fully support their
      efforts to maximize sales and plan to continue to recruit new companies as
      partners.








**INDUSTRY
      OVERVIEW**





---
      HOW
      THE ELECTRONIC PAYMENTS MARKET WORKS.





The
      electronic payments market is comprised of debit and credit card issuers, switch
      interchanges, transaction acquirers and transaction generators, including ATM
      networks and retail merchant locations. The routing, control and settlement
      of
      electronic payments is a complex activity due to the large number of locations
      and variety of devices through which transactions can be generated, the large
      number of issuers in the market, high transaction volumes, geographically
      dispersed networks, differing types of authorization and varied reporting
      requirements. Increasingly, these activities are performed online and must
      be
      conducted 24 hours a day, 7 days a week.





Electronic
      payments software carries transactions from the transaction generators to the
      acquiring institutions. The software then uses regional or national switches
      to
      access the card issuers for approval or denial of the transactions. The software
      returns messages to the sources, thereby completing the transactions. Electronic
      payments software may be required to interact with dozens of devices, switch
      interchanges and communication protocols around the world. The electronic
      payments market has expanded both domestically and internationally.





---
      THE
      FUTURE OF WIRELESS WEB COMMUNICATIONS CONTINUES TO GROW RAPIDLY.





The
      use of non-paper based forms of payment by consumers in the United States,
      such
      as credit and debit cards, has steadily increased over the past several years.
      According to the 2004 Federal Reserve Payments Study, the number of electronic
      payment transactions totaled 44.5 billion in 2003 while the number of checks
      paid totaled 36.7 billion. This marked the first time that electronic payment
      transactions in the U.S. exceeded check payments.





The
      mobile Internet access market will cater to 136 million people by the end of
      2007, thanks to the increased mobility of the workforce and the introduction
      of
      mobile-specific applications, according to Frost & Sullivan (an
      international marketing consulting and training company). That's an increase
      from 2.9 million active subscribers in 2000.





If
      current growth rates are sustained, payments made by credit cards and debit
      cards will each exceed the number of paid checks by 2010. The growth of
      electronic commerce has made the acceptance of card-based and other electronic
      forms of payment a necessity for businesses, both large and small, in order
      to
      remain competitive.




15


**Federal
      Reserve Studies Confirm Electronic Payments Exceed Check Payments for the First
      Time**






Minneapolis,
                  Minn., December 6, 2004 -- Surveys conducted by the Federal Reserve
                  confirm that electronic payment transactions in the United States
                  have
                  exceeded check payments for the first time. The number of electronic
                  payment transactions totaled 44.5 billion in 2003, while the number
                  of
                  checks paid totaled 36.7 billion, according to recent surveys of
                  U.S.
                  depository financial institutions and electronic payments
                  organizations.
                
                “The
                  balance has shifted from check writing to electronic payments,
                  and we
                  expect this trend to continue," said Richard Oliver, senior vice
                  president
                  of the Federal Reserve Bank of Atlanta and the Federal Reserve
                  Banks'
                  product manager for retail payments. "Indeed, at current growth
                  rates,
                  credit cards and debit cards will both surpass checks in terms
                  of total
                  annual transactions in 2007. Such rapid change presents opportunities
                  and
                  challenges for an industry traditionally geared toward paper-based
                  payments. The value of these surveys is that they quantify this
                  shift and
                  provide important insight for all industry participants.”
                
                (From
                  the 2004 Federal Reserve Payments Study published February
                  2005)







WE
      BELIEVE THAT THE ELECTRONIC PAYMENT PROCESSING INDUSTRY AND SPECTRE WILL BENEFIT
      FROM THE FOLLOWING TRENDS:





---
      FAVORABLE DEMOGRAPHICS.





As
      consumers age, we expect that they will continue to use the payment technology
      to which they have grown accustomed. More consumers are beginning to use
      card-based and other electronic payment methods for purchases at an earlier
      age.
      According to the Federal Reserve Survey of Consumer Finances, the percentage
      of
      households with consumers under the age of 30 years using debit cards increased
      from 24.5% in 1995 to 60.6% in 2001. As consumers who have witnessed the wide
      adoption of card products, technology, and the Internet comprise a greater
      percentage of the population and increasingly enter the work force, we expect
      that purchases using electronic payment methods will comprise an increasing
      percentage of total consumers spending. Because of the Internet's increasing
      adoption rate, businesses have a growing opportunity to conduct commerce with
      their consumers and business partners over the Internet.




---
      INCREASED ELECTRONIC PAYMENT ACCEPTANCE BY SMALL BUSINESSES.





Small
      businesses are a vital component of the U.S. economy and are expected to
      contribute to the increased use of electronic payment methods. According to
      the
      U.S. Small Business Administration, small businesses generate more than 50%
      of
      the non-farm private gross domestic product in the United States. The lower
      costs associated with electronic payment methods are making these services
      more
      affordable to a larger segment of the small business market. In addition, we
      believe these businesses are experiencing increased pressure to accept
      electronic payment methods in order to remain competitive and to meet consumer
      expectations. As a result, many of these small businesses are seeking, and
      we
      expect many new small businesses will seek, to provide customers with the
      ability to pay for merchandise and services using electronic payment
      methods, including those in industries that have historically accepted cash
      and
      checks as the only forms of payment for their merchandise and services.


16





---
      GROWTH IN ONLINE TRANSACTIONS.





Market
      researchers expect dramatic growth in card-not-present transactions due to
      the
      rapid growth of the Internet and electronic commerce. According to the U.S.
      Census Bureau, retail e-commerce sales for 2004 were $69.2 billion, an increase
      of 24% from $56.0 billion in 2003. The prevalence of the Internet makes having
      an online presence a basic consideration for those operating a business today.
      To remain competitive, many companies are seeking to leverage the Internet
      to
      provide operational efficiencies, create new revenue opportunities and maximize
      the longevity and profitability of their customer relationships.





---
      BLUETOOTH WIRELESS TECHNOLOGY.





The
      evolution and adoption of Bluetooth services will change the way business is
      transacted, as more individuals begin to employ wireless devices in their
      day-to-day operations. Bluetooth wireless technology is set to revolutionize the
      personal connectivity market by providing freedom from wired connections.
      Bluetooth provides short-range radio links for point-to-point and
      point-to-multi-point voice and data transfer.





A
      Bluetooth chip is designed to replace cables by taking the information normally
      carried by the cable and transmitting it at a special frequency to a receiver
      Bluetooth chip. Bluetooth enables users to connect to a wide range of computing
      and telecommunications devices without the need for proprietary cables with
      the
      gross data transfer rate at 432 Kbps for full duplex transmission, 721/56 Kbps
      for asymmetric transmission. Bluetooth products will provide links between
      mobile computers, mobile phones and other portable handheld devices, and
      connectivity to the Internet. The wireless connectivity will support Wireless
      Personal Area Networking (WPAN), Wireless Local Area Networking (WLAN) and
      Wireless Wide Area Networking (WWAN).





**COMPETITION**





The
      online credit card processing and e-Commerce market is new, rapidly evolving
      and
      intensely competitive. Management expects to face stiff competition in every
      product and service category the Company offers. Barriers to entry are minimal,
      and current and new competitors can launch new gateways and web sites at a
      relatively low cost. The Company recognizes that its competitive advantage
      is
      not founded on the uniqueness or novelty of its gateway, but is based on its
      ability to brand its service/product, the quality and reliability of its
      technology, the strength of its marketing and sales programs, and the level
      of
      customer service it makes available to clients.





Spectre
      believes that the principal competitive factors in our market include:





·
            Brand
                recognition


·
            ease
                of use of technology


·
            feature-rich
                user interface and reporting
                features


·
            quality
                and reliability of service and
                technology






17




·
            multi-channel
                access capability


·
            speed
                in implementing payment processes


·
            price
                of services


·
            quality
                of customer service





Management
      believes that its GlobalPayNET is a leading edge software solution that offers
      clients all of the factors listed above. As such, management believes that
      Spectre’s gateway can compete on an equal footing with the industry’s leading
      transaction processors.





The
      payment processing industry is highly competitive. Many small and large
      companies compete with us in providing payment processing services and related
      services to a wide range of merchants. There are a number of large transaction
      processors, including First Data Merchant Services Corporation, Concord EFS,
      Inc., National Processing, Inc., and Global Payments, Inc., who serve a broad
      market spectrum from large to small merchants and provide banking, automatic
      teller machine, and other payment-related services and systems in addition
      to
      card-based payment processing. There are also a large number of smaller
      transaction processors that provide various services to small and medium-sized
      merchants.





A
      partial
      list and inconclusive description of competitors includes:





Authorize.Net


Authorize.Net
      is a payment authorization service for online businesses. Authorize.Net offers
      server-based transaction processing system that enables businesses to authorize,
      process, and manage credit card and electronic check transactions in a
      real-time, online environment from any computer with an Internet connection
      and
      a Web browser.





Internet
      Secure


Internet
      Secure accepts secure credit card payments even without a secure server and
      can
      also get set up with a merchant account. Internet Secure supports VISA and
      MasterCard with both US and Canadian merchant accounts.





CyberCash


With
      the
      CyberCash integration, shoppers can make credit card purchases and their credit
      cards can be authorized and charged over the Internet. The CyberCash
      CashRegister software is free for merchants and can be integrated with a
      shopping cart application. Pricing for the CyberCash service depends on the
      type
      of service you're looking for and can be found on their website.





For
      the
      purpose of comparison, a price list for services is usually available on each
      company’s website. The set up and monthly fees charged by other companies who
      offer a gateway service comparable to Spectre’s are typically more expensive
      than Spectre’s. Unlike some of the offerings from other companies, with
      Spectre’s gateway there is no additional charge for shopping cart integration,
      digital certificates and digital IDs.




**SOURCES
      AND AVAILABILITY OF RAW MATERIALS AND PRINCIPAL
      SUPPLIERS**


18


Spectre’s
      gateway services are not dependent on the availability raw materials. As such,
      we do not need to purchase raw materials nor do we use or rely on outside
      suppliers or vendors to make our credit card processing gateway services
      available to merchants.





---
      WE
      RELY ON THIRD-PARTY SOFTWARE AND APPLICATIONS.





The
      Company integrates third-party software as a component of our gateway
      infrastructure. There are inherent limitations in the use and capabilities
      of
      much of the third-party technology that we use. As a result, we face a number
      of
      challenges in integrating these technologies into our products. We would be
      seriously harmed if the third-party providers from whom we get our software
      ceased to deliver and support reliable products, enhance their current products
      or respond to emerging industry standards. In addition, the third-party software
      may not continue to be available to us on commercially reasonable terms or
      at
      all. The loss of, or inability to maintain or obtain this software, could result
      in shipment delays or reductions. Furthermore, we might be forced to limit
      the
      features available in our current or future product offerings. Either
      alternative could seriously harm our business and operating
      results.








**CUSTOMERS**





Spectre
      is at an early stage of business development and, as such, derives its revenue
      from business transacted by a few customers. Accordingly, the Company
      acknowledges that it faces substantial risk due to a concentration of business
      from the modest number of clients that it currently serves and recognizes that
      the challenges relevant to building a broader, larger clientele are formidable.
      The Company plans to execute a comprehensive marketing and sales strategy to
      build its client base and alleviate its dependence on a small base of
      customers.





**TRADEMARKS,
      COPYRIGHTS, PATENTS**





At
      the
      present time, there are no Trademarks, Copyrights or Patents pending. However,
      Spectre is in the process of registering a trademark for GlobalPayNET , the
      Company’s Internet Based Credit Card transaction processing gateway.





Management
      recognizes that our continued success depends in part upon our software, related
      technology, and our publicly branded services. We principally rely upon a
      registered trademark to protect the unique identity and the commercial value
      of
      our services. There can be no assurance that the steps taken will be adequate
      to
      prevent misappropriation of our technology or that our competitors will not
      independently develop technologies that are substantially equivalent or superior
      to our technology.





**GOVERNMENT
      APPROVAL &GOVERNMENT REGULATION AND LEGAL
      UNCERTAINTIES**





---
      REGULATORY BACKGROUND.





The
      Company is not currently subject to direct federal, state or local regulation
      other than regulations applicable to businesses generally and directly
      applicable to online commerce. The Company is not currently subject to direct
      regulation by any governmental agency other than laws and regulations generally
      applicable to businesses. Notably, Spectre promotes best practices and ethical
      business conduct in relation to the Company’s corporate culture and its
      day-to-day operations.





19


As
      Internet use gains popularity, it is possible that a number of laws and
      regulations may be adopted with respect to the Internet. These laws may cover
      issues such as user privacy, freedom of
      expression, pricing, content and quality of products and services, taxation,
      advertising, intellectual property rights and information security. Furthermore,
      the growth of online commerce may prompt calls for more stringent consumer
      protection laws. Several states have proposed legislation to limit the uses
      of
      personal user information gathered online or require online services to
      establish privacy policies. The Federal Trade Commission has also initiated
      action against at least one online service regarding the manner in which
      personal information is collected from users and provided to third parties.
      Management does not contemplate providing personal information regarding the
      Company's customers to third parties. However, the adoption of additional
      consumer protection laws could create uncertainty in Web usage and reduce the
      demand for the Company's products and services.





Governments
      have and may continue to enact legislation applicable to the Company in areas
      such as content distribution, performance and copying, other copyright issues,
      network security, encryption, the use of key escrow data, privacy protection,
      caching of content by server products, electronic authentication or "digital"
      signatures, illegal or obscene content, access charges and retransmission
      activities. The applicability to the Internet of existing laws governing issues
      such as property ownership, content, taxation, defamation and personal privacy
      is also uncertain. Export or import restrictions, new legislation or regulation
      or governmental enforcement of existing regulations may limit the growth of
      the
      Internet, increase the Company’s cost of doing business or increase it legal
      exposure.





In
      addition, because the Company's services are intended to be made available
      over
      the Internet in multiple states and foreign countries, other jurisdictions
      may
      claim that the Company is required to qualify to do business in that state
      or
      foreign country. The Company's failure to qualify in a jurisdiction where it
      is
      required to do so could subject it to taxes and penalties. It could also hamper
      the Company's ability to enforce contracts in these jurisdictions. The
      application of laws or regulations from jurisdictions whose laws do not
      currently apply to the business could have a material adverse effect on the
      business, results of operations and financial condition.





Management
      is not certain how its business may be affected by the application of existing
      laws governing issues such as property ownership, copyrights, encryption and
      other intellectual property issues, taxation, libel, and export or import
      matters. The vast majority of these laws were adopted prior to the advent of
      the
      Internet. As a result, they do not contemplate or address the unique issues of
      the Internet and related technologies. Changes in laws that are intended to
      address these issues could create uncertainty in the Internet market place.





**COSTS
      OF RESEARCH AND DEVELOPMENT ACTIVITIES**





When
      Spectre purchased the GlobalPayNET Technology, the vendor estimated that
      approximately $250,000 has been spent on research and development of the
      technology.








**COSTS
      AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS**





As
      a
      credit card transaction processing gateway, Spectre is not impacted by the
      costs
      and effects of compliance with environmental laws, other than the laws and
      regulations generally applicable to businesses. Spectre operates with a high
      level of respect for and promotes the protection of the environment, and is
      not
      aware of circumstances that would create any significant financial
      responsibility for environmental matters.






20


EMPLOYEES




Spectre
      does not employ salaried full-time or part time staff. All individuals that
      work
      for the Company are independent contractors who are compensated on a commission
      basis or on a contract payment basis.




**AVAILABLE
      INFORMATION**





We
      file
      electronically with the Securities and Exchange Commission our annual reports
      on
      Form 10-KSB, quarterly reports on Form 10-QSB, and current reports on Form
      8-K,
      pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. 
You may obtain a free copy of our reports and amendments to those reports on
      the
      day of filing with the SEC by going to http://www.sec.gov.




**Item
      2.    Properties**




Spectre
      Technology Corporation sub-leases an office space at Suite 110, 174 Wilson
      Street, Victoria BC V9A 7N7, Canada on a month to month basis. The Company
      believes its existing facilities will be adequate to meet its anticipated needs
      for the foreseeable future.





Substantially
      all of our development hardware and software and certain of our computer
      hardware operations are located at Radiant Communications, at 1600 - 1050 West
      Pender Street, in Vancouver, B.C., Postal Code: V6E 4T3,
      Canada.




**Item
      3.    Legal Proceedings**




We
      are
      not currently involved in any legal proceedings.




**Item
      4.     Submission of Matters to a Vote of Security
      Holders**




None.




21


**PART
      II**




**Item
      5** . **Market
      Price of and Dividends on the Registrant’s Common Equity and Related Stockholder
      Matters** ****




(a)  No
      shares
      of the Company’s common stock have previously been registered with the
      Securities and Exchange Commission (the “SEC”) or any state securities agency or
      authority.  The Company intends to make application to the NASD for the
      Company’s shares to be quoted on the OTCBB.  The application to the NASD
      will be made during the Commission comment period for this Form 10SB12G or
      immediately thereafter.  The Company’s application to the NASD will consist
      of current corporate information, financial statements and other documents
      as
      required by Rule 15c211 of the Securities Exchange Act of 1934, as amended.
       Inclusion on the OTCBB permits price quotation for the Company’s shares to
      be published by such service.





The
      Company is not aware of any existing trading market for its common stock.
 The Company’s common stock has never traded in a public market.
 There are no plans, proposals, arrangements or understandings with any
      person(s) with regard to the development of a trading market in any of the
      Company’s securities.





If
      and
      when the Company’s common stock is traded in the OTCBB, most likely the shares
      will be subject to the provisions of Section 15(g) and Rule 15g-9 of the
      Securities Exchange Act of 1934, as amended (the “Exchange Act”), commonly
      referred to as the “penny stock” rule.  Section 15(g) sets forth certain
      requirements for transactions in penny stocks and Rule 15g9(d)(1) incorporates
      the definition of penny stock as that used in Rule 3a51-1 of the Exchange
      Act.





The
      Commission generally defines penny stock to be any equity security that has
      a
      market price less than $5.00 per share, subject to certain exceptions.
 Rule 3a51-1 provides that any equity security is considered to be a penny
      stock unless that security is: registered and traded on a national securities
      exchange meeting specified criteria set by the Commission; authorized for
      quotation on The NASDAQ Stock Market; issued by a registered investment company;
      excluded from the definition on the basis of price (at least $5.00 per share)
      or
      the issuer’s net tangible assets; or exempted from the definition by the SEC.
 If the Company’s shares are deemed to be a penny stock, trading in the
      shares will be subject to additional sales practice requirements on
      broker-dealers who sell penny stocks to persons other than established customers
      and accredited investors, generally persons with assets in excess of $1,000,000
      or annual income exceeding $200,000, or $300,000 together with their
      spouse.





For
      transactions covered by these rules, broker-dealers must make a special
      suitability determination for the purchase of such securities and must have
      received the purchaser’s written consent to the transaction prior to the
      purchase.  Additionally, for any transaction involving a penny stock,
      unless exempt, the rules require the delivery, prior to the first transaction,
      of a risk disclosure document relating to the penny stock market.  A
      broker-dealer also must disclose the commissions payable to both the
      broker-dealer and the registered representative, and current quotations for
      the
      securities.  Finally, the monthly statements must be sent disclosing recent
      price information for the penny stocks held in the account and information
      on
      the limited market in penny stocks.  Consequently, these rules may restrict
      the ability of broker dealers to trade and/or maintain a market in the Company’s
      common stock and may affect the ability of shareholders to sell their
      shares.





(b)  Dividends.
      The Registrant has not paid any cash dividends to date and does not anticipate
      or contemplate paying dividends in the foreseeable future. It is the present
      intention of management to utilize all available funds for the development
      of
      the Registrant’s business.





***Equity
      Compensation Plans***


22


We
      have
      no equity compensation program including no stock option plan and none are
      planned for the foreseeable future.








***Dividends***





There
      are
      no restrictions in our articles of incorporation or bylaws that prevent us
      from
      declaring dividends. The Nevada Revised Statutes, however, do prohibit us from
      declaring dividends where, after giving effect to the distribution of the
      dividend:





1.
            we
                would not be able to pay our debts as they become due in the usual
                course
                of business; or


2.
            our
                total assets would be less than the sum of our total liabilities
                plus the
                amount that would be needed to satisfy the rights of shareholders
                who have
                preferential rights superior to those receiving the
                distribution.





We
      have
      not declared any dividends, and we do not plan to declare any dividends in
      the
      foreseeable future.





**Item
      6.    MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION**




The
      following discussion of our financial condition and results of operations should
      be read in conjunction with our consolidated financial statements and the notes
      to those statements included elsewhere in this report. In addition to the
      historical consolidated financial information, the following discussion and
      analysis contains forward-looking statements that involve risks and
      uncertainties. Our actual results may differ materially from those anticipated
      in these forward-looking statements
      as a result of certain factors, including those set forth under “Risk Factors”
and elsewhere in this prospectus.




***PLAN
      OF OPERATIONS***




Management
      believe that electronic commerce (the exchange of goods and/or services
      electronically over the Internet) is revolutionizing businesses by providing
      a
      relatively low-cost means of distributing goods and services and expanding
      markets globally, increasing efficiencies, and providing better, more
      personalized customer services. Credit card transaction processing is vital
      aspect of electronic payment transactions and e-Commerce, in general, because
      the use of credit cards and card-not-present transactions, in particular, has
      played a significant role in the growth of e-commerce over the Internet.
      Management believes that the growth trend for electronic payment via credit
      cards will continue to grow for years to come. The numbers relevant to credit
      card processing activity confirm this, as the balance has clearly shifted from
      check writing to electronic payments.





The
      Federal Reserve confirmed that in 2003 electronic payment transactions in the
      United States exceeded check payments for the first time. The number of
      electronic payment transactions totaled 44.5 billion in 2003, while the number
      of checks paid totaled 36.7 billion, according to surveys of U.S. depository
      financial institutions and electronic payments organizations.





As
      consumers age, they will continue to use the payment technology to which they
      have grown accustomed. In addition, more consumers are beginning to use
      card-based and other electronic payment methods for purchases at an earlier
      age.
      According to the Federal Reserve Survey of Consumer Finances, the percentage
      of
      households with consumers under the age of 30 years using debit cards increased
      from 24.5% in 1995 to 60.6% in 2001. The growth of electronic commerce has
      made
      the acceptance of card-based and other electronic forms of payment a necessity
      for businesses, both large and small. In order to remain competitive, all
      e-businesses must utilize a credit card processor and a gateway to facilitate
      consumer debt transactions.


23





Management
      plan to address this opportunity by building a strong Company that is focused
      on
      growing revenue, keeping operating costs low and, importantly, generating a
      return for its stakeholders. To succeed management recognize that they must
      implement a targeted marketing plan that focuses on building brand recognition.
      Spectre’s marketing program is designed to identify the Company’s GlobalPayNET
      brand with reliable technology, functionality via a number of different
      technological platforms, quality of service and ease of use. The importance
      of
      brand recognition cannot be understated because barriers to entry for
      competitors are minimal, and current and new competitors can launch new gateways
      and web sites at a relatively low cost. As such, Management plans to continue
      to
      implement a targeted marketing program that incorporates online and offline
      strategies over the next twelve months to increase brand recognition and build
      its client base. (Please see “Marketing” above).





Management
      recognizes that the Company’s competitive edge and long-term success depend on
      the implementation and application of state-of-the-art technologies so that
      every merchant’s experience with Spectre’s gateway is seamless and productive.
      From its inception, the Company has utilized leading-edge technologies in the
      design and implementation of its gateway to ensure that clients have a best
      of
      breed solution. As such, the Company uses Apache Tomcat, Sybase, Oracle and
      MS
      SQL for its application servers to give clients flexible and broad access to
      the
      gateway interface via a number of different technologies. Management believes
      the Company’s gateway is unique in the number of methods of access it allows
      (SSL via APIs that are Java, C# or HTML based), and in its ability to support
      each merchant through one vertically integrated source. Importantly, the Company
      utilizes Secure Sockets Layer (SSL) and 128-bit encryption to keep data secure.
      The Company’s network is tested regularly for security breaches and failures.
      The Company’s network is certified by the credit card processor as a secure
      gateway for credit card transaction processing. As the Company grows, management
      intends to invest in new technologies to maintain and promote a leading edge
      network for their clients.




**RESULTS
      OF OPERATIONS**





**RESULTS
      OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2006 COMPARED TO THE YEAR ENDED
      DECEMBER 31, 2005.**





***REVENUE***





Our
      net
      revenue amounted to $36,297 for the year ended December 31, 2006 compared to
      $13,184 for the year ended December 31, 2005.  All revenues were derived
      from transaction processing fees and the increase of revenue is due to increased
      transaction from our clients.





***EXPENSES***





Our
      total
      operating expenses for the year ended December 31, 2006 were $43,622 compared
      to
      $45,783 for the prior year.  Expenses consisted primarily of general
      operating expenses and professional fees. The decrease in operating expenses
      is
      mostly attributable to less legal and management fees in 2006 then in
      2005.







***NET
      LOSS***





Primarily
      as a result of the foregoing, we had a net loss of $7,325 for the year ended
      December 31, 2006 compared to a net loss of $33,499 in the prior year.  Our
      net loss for the year ended December 31, 2006 is attributed to accounting and
      legal expenses associated with our SEC filing.





***LIQUIDITY***


24


At
      December 31, 2006 our cash balance was $8,130 down from $83,237 in 2005. The
      difference in cash is attributed to using the cash to pay off current
      liabilities of $69,572 posted in 2005.








***Off-Balance
      Sheet Arrangements***





The
      Company has no material transactions, arrangements, obligations (including
      contingent obligations), or other relationships with unconsolidated entities
      or
      other persons that have or are reasonably likely to have a material current
      or
      future impact on its financial condition, changes in financial condition,
      results of operations, liquidity, capital expenditures, capital resources,
      or
      significant components of revenues or expenses.




***Market
      Risk***





In
      the
      normal course of business, the Company is exposed to foreign currency exchange
      rate and interest rate risks that could impact its results of
      operations.








***Critical
      Accounting Policies***  ***and
      Estimates***





Management
      has identified the following policies and estimates as critical to the Company’s
      business operations and the understanding of the Company’s results of
      operations. Note that the preparation of this report requires management to
      make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities, disclosure of contingent assets and liabilities at the date of
      the
      Company’s financial statements, and the reported amounts of revenue and expenses
      during the reporting period. Actual results could differ from those estimates,
      and the differences could be material.





***Revenue
      Recognition***





SAB
      No.
      104 requires that four basic criteria be met before revenue can be recognized:
      (1) persuasive evidence of an arrangement exists; (2) delivery has occurred
      or
      services have been rendered; (3)
      the
      fee is fixed or determinable; and (4) collectibility is reasonably assured.
      Should changes in conditions cause management to determine that these criteria
      are not met for certain future transactions, revenue recognized for a reporting
      period could be adversely affected.








***Allowance
      for Doubtful Accounts***





Management
      makes judgments, based on its established aging policy, historical experience
      and future expectations, as to the ability to collect the Company’s accounts
      receivable. An allowance for doubtful accounts has been established. The
      allowance for doubtful accounts is used to reduce gross trade receivables to
      their estimated net realizable value. When evaluating the adequacy of the
      allowance for doubtful accounts, management analyzes amounts based upon an
      aging
      schedule, historical bad debt experience, and current trends. The Company’s had
      $0 for allowance of doubtful accounts at December 31, 2006.





***Goodwill***





The
      Company did not attribute any value to goodwill for the year ended December
      31,
      2006.





***Accounting
      for Income Taxes***





The
      Company accounts for income taxes under the asset and liability method. Under
      this method, deferred assets and liabilities are recognized based on anticipated
      future tax consequences attributable to differences between financial statement
      carrying amounts of assets and liabilities and
      their
      respective tax bases. The Company establishes a valuation allowance to the
      extent that it is more likely than not that deferred tax assets will not be
      recoverable against future taxable income.


25




***Recently
      Issued Accounting Pronouncement***





***RECENT
      ACCOUNTING PRONOUNCEMENTS***





During
      June 2006, the Financial Accounting Standards Board (“FASB”) issued
      Interpretation No. (“FIN”) 48, “Accounting for Uncertainty in Income
      Taxes *”* —
an
      interpretation of FASB Statement No. 109. This interpretation clarifies the
      accounting for uncertainty in income taxes recognized in an enterprise’s
      financial statements in accordance with SFAS No. 109, “Accounting for
      Income Taxes,” and prescribes a recognition threshold and measurement attribute
      for the financial statement recognition and measurement of a tax position taken
      or expected to be taken in a tax return. This interpretation also provides
      guidance on derecognition, classification, interest and penalties, accounting
      in
      interim periods, disclosure, and transition. This interpretation is effective
      for fiscal years beginning after December 15, 2006. We do not believe this
      interpretation will have an impact on our consolidated operating results, cash
      flows or financial position upon adoption.





During
      October 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”
(“SFAS 157”). This statement does not require any new fair value measurements
      but provides guidance on how to measure fair value and clarifies the definition
      of fair value under accounting principles generally accepted in the United
      States of America. The statement also requires new disclosures about the extent
      to which fair value measurements in financial statements are based on quoted
      market prices, market-corroborated inputs, or unobservable inputs that are
      based
      on management’s judgments and estimates. The statement is effective for fiscal
      years beginning after November 15, 2007. The statement will be applied
      prospectively by the Company for any fair value measurements that arise after
      the date of adoption.





The
      FASB
      has also issued SFAS No. 158, “Employers’ Accounting for Defined Benefit
      Pension and Other Postretirement Plans—an amendment of FASB Statements
      No. 87, 88, 106, and 132(R)”. As we have no plans covered by this standard,
      it will have no effect on our consolidated financial statements.





The
      SEC
      has issued Staff Accounting Bulletin No. 108, “Considering the Effects of
      Prior Year Misstatements when Quantifying Misstatements in Current Year
      Financial Statements” (“SAB 108”), in September 2006. SAB 108 requires entities
      to quantify misstatements based on their impact on each of their financial
      statements and related disclosures. SAB 108 is effective as of December 31,
      2006. The adoption of this standard is not expected have an impact on our
      consolidated results of operations, cash flows or financial
      position.





In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities-Including an amendment of FASB
      Statement No. 115.”  This statement permits entities to choose to measure
      eligible items at fair value at specified election dates.  The statement is
      effective as of the beginning of an entity’s first fiscal year that begins after
      November 15, 2007 although early adoption is permitted provided that an entity
      also adopts SFAS 157. We have not determined the impact this standard will
      have
      on our consolidated operating results or financial position upon
      adoption.





***Reporting
      Currency***





A
      majority of the Company’s transactions are denominated in US currency so the
      Company has adopted the US dollar as its functional and reporting currency.





26


***Market
      Price of and Dividends on the Registrant’s Common Equity and Related Stockholder
      Matters***





(a)  No
      shares
      of the Company’s common stock have previously been registered with the
      Securities and Exchange Commission (the “SEC”) or any state securities agency or
      authority.  The Company intends to make application to the NASD for the
      Company’s shares to be quoted on the OTCBB. The application to the NASD has been
      made.





The
      Company is not aware of any existing trading market for its common stock.
 The Company’s common stock has never traded in a public market.
 There are no plans, proposals, arrangements or understandings with any
      person(s) with regard to the development of a trading market in any of the
      Company’s securities.





If
      and
      when the Company’s common stock is traded in the OTCBB, most likely the shares
      will be subject to the provisions of Section 15(g) and Rule 15g-9 of the
      Securities Exchange Act of 1934, as amended (the “Exchange Act”), commonly
      referred to as the “penny stock” rule.  Section 15(g) sets forth certain
      requirements for transactions in penny stocks and Rule 15g9(d)(1) incorporates
      the definition of penny stock as that used in Rule 3a51-1 of the Exchange
      Act.





The
      Commission generally defines penny stock to be any equity security that has
      a
      market price less than $5.00 per share, subject to certain exceptions.
 Rule 3a51-1 provides that any equity security is considered to be a penny
      stock unless that security is: registered and traded on a national securities
      exchange meeting specified criteria set by the Commission; authorized for
      quotation on The NASDAQ Stock Market; issued by a registered investment company;
      excluded from the definition on the basis of price (at least $5.00 per share)
      or
      the issuer’s net tangible assets; or exempted from the definition by the SEC.
 If the Company’s shares are deemed to be a penny stock, trading in the
      shares will be subject to additional sales practice requirements on
      broker-dealers who sell penny stocks to persons other than established customers
      and accredited investors, generally persons with assets in excess of $1,000,000
      or annual income exceeding $200,000, or $300,000 together with their
      spouse.





For
      transactions covered by these rules, broker-dealers must make a special
      suitability determination for the purchase of such securities and must have
      received the purchaser’s written consent to the transaction prior to the
      purchase.  Additionally, for any transaction involving a penny stock,
      unless exempt, the rules require the delivery, prior to the first transaction,
      of a risk disclosure document relating to the penny stock market.  A
      broker-dealer also must disclose the commissions payable to both the
      broker-dealer and the registered representative, and current quotations for
      the
      securities.  Finally, the monthly statements must be sent disclosing recent
      price information for the penny stocks held in the account and information
      on
      the limited market in penny stocks.  Consequently, these rules may restrict
      the ability of broker dealers to trade and/or maintain a market in the Company’s
      common stock and may affect the ability of shareholders to sell their
      shares.








(b)  Dividends.
      The Registrant has not paid any cash dividends to date and does not anticipate
      or contemplate paying dividends in the foreseeable future. It is the present
      intention of management to utilize all available funds for the development
      of
      the Registrant’s business.





***Equity
      Compensation Plans***





We
      have
      no equity compensation program including no stock option plan and none are
      planned for the foreseeable future.





***Dividends***


There
      are
      no restrictions in our articles of incorporation or bylaws that prevent us
      from
      declaring dividends. The Nevada Revised Statutes, however, do prohibit us from
      declaring dividends where, after giving effect to the distribution of the
      dividend:





1.
            we
                would not be able to pay our debts as they become due in the usual
                course
                of business; or


2.
            our
                total assets would be less than the sum of our total liabilities
                plus the
                amount that would be needed to satisfy the rights of shareholders
                who have
                preferential rights superior to those receiving the
                distribution.





We
      have
      not declared any dividends, and we do not plan to declare any dividends in
      the
      foreseeable future.




**Item
      7.    Financial Statements**




27


**MOORE
      & ASSOCIATES, CHARTERED**


** *ACCOUNTANTS
      AND ADVISORS*


*PCAOB
      REGISTERED*








REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








To
      the
      Board of Directors


Spectre
      Technology Corporation


Las
      Vegas, Nevada





We
      have
      audited the accompanying balance sheet of Spectre Technology Corporation as
      of
      December 31, 2006 and 2005, and the related statements of operations,
      stockholders’ equity and cash flows for the period from inception on December
      30, 2004 through December 31, 2006. These financial statements are the
      responsibility of the Company’s management. Our responsibility is to express an
      opinion on these financial statements based on our audits.





We
      conducted our audits in accordance with standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audits to obtain reasonable assurance about whether the
      financial statements are free of material misstatement. An audit includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements. An audit also includes assessing the accounting
      principles used and significant estimates made by management, as well as
      evaluating the overall financial statement presentation. We believe that our
      audits provide a reasonable basis for our opinion.


In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Spectre Technology Corporation
      as
      of December 31, 2006 ad 2005 and the results of its operations and its cash
      flows for the period from inception on December 30, 2004 through December 31,
      2005, in conformity with accounting principles generally accepted in the United
      States of America.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Note 3 to the financial
      statements, the Company’s recurring losses and minimal operations raise
      substantial doubt about its ability to continue as a going concern. Management’s
      plans concerning these matters are also described in Note 3. The financial
      statements do not include any adjustments that might result from the outcome
      of
      this uncertainty.








***/s/
      Moore & Associates Chartered***





Moore
      & Associates Chartered


Las
      Vegas, Nevada


March
      27,
      2007





*2675
      S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7511 Fax (702)
      253-7501*








F-1






**SPECTRE
                TECHNOLOGY CORPORATION****BALANCE
                SHEET****(Stated
                in US Dollars)**
  **December
                  31**
              
              **December
                  31****2006**
              
              **2005**(Audited)**ASSETS****CURRENT
                  ASSETS**Cash
                  and cash equivalents
              
              $
              8,130
              
              $
              83,237Loans
                  Recievable
              
              $
              2,727
              
              $
              2,727**Total
                  Current Assets**
              
              $
              10,857
              
              $
              85,964**FIXED
                  ASSETS**Net
                  Property and Equipment
              
              $
              1,724
              
              $
              1,724Depreciation
                  of Property and Equipment
              
              $
              (246
              )
              $
              (123
              )Software
              
              $
              10,000
              
              $
              10,000Depreciation
                  of Software
              
              $
              (3,334
              )
              
              (1,667
              )**TOTAL
                  FIXED ASSETS**
              
              $
              8,144
              
              
              9,934**TOTAL
                  ASSETS**
              
              $
              19,001
              
              $
              95,898**CURRENT
                  LIABILITIES**Total
                  Current Liabilities
              
              $
              -
              
              $
              69,572**LONG-TERM
                  LIABILITIES**Total
                  Long-Term Liabilities
              
              $
              500
              
              $
              500**TOTAL
                  LIABILITIES**
              
              $
              500
              
              $
              70,072**STOCKHOLDERS'
                  EQUITY**Common
                  Stock: $0.001 par value75,000,000
                  shares authorized: 20,000,000shares
                  issued and outstanding
              
              $
              20,000
              
              $
              20,000Paid
                  in Capital
              
              $
              39,325
              
              $
              39,325Retained
                  Earnings (deficit)
              
              $
              (40,824
              )
              $
              (33,499
              )**TOTAL
                  STOCKHOLDERS EQUITY**
              
              $
              18,501
              
              $
              25,826**TOTAL
                  LIABILITIES &****STOCKHOLDER'S
                  EQUITY**
              
              $
              19,001
              
              $
              95,898The
                  accompanying notes are an integralpart
                  of these financial statements.


F-2


**SPECTRE
                TECHNOLOGY CORPORATION****STATEMENT
                OF OPERATIONS****(Stated
                in US Dollars)**
  **For
                the Year Ended
                December 31**
              
              **From
                  Inception**
                **(December
                  30, 2004) to December 31****2006**
              
              **2005**
              
              **2006**(Audited)**REVENUE**
              
              $
              36,375
              
              $
              13,184
              
              $
              49,559Cost
                  of Good Sold
              
              $
              (78
              )
              $
              (900
              )
              $
              (978
              )$
              36,297
              
              $
              12,284
              
              $
              48,581**EXPENSES**Bank
                  Charges
              
              $
              624
              
              $
              785
              
              $
              1,409Accounting
                  Charges
              
              $
              6,090
              
              $
              2,250
              
              $
              8,340Depreciation
              
              $
              1,790
              
              $
              1,790
              
              $
              3,580Legal
                  & Management Fees
              
              $
              14,449
              
              $
              21,189
              
              $
              35,638Office
                  Expenses
              
              $
              8,055
              
              $
              4,235
              
              $
              12,290Travel
              
              $
              12,614
              
              $
              15,534
              
              $
              28,148Total
                  Expenses
              
              $
              43,622
              
              $
              45,783
              
              $
              89,405Net
                  Income
              
              $
              (7,325
              )
              $
              (33,499
              )
              $
              (40,824
              )Basic
                  & Diluted (loss) per Share
              
              
              (0.00
              )
              
              (0.00
              )
              $
              0Weighted
                  Average Number
                of
                  Shares Outstanding
              
              
              20,000,000
              
              
              20,000,000
              
              $
              20,000,000The
                  accompanying notes are an integralpart
                  of these financial statements.






F-3




**SPECTRE
                TECHNOLOGY CORPORATION****STATEMENT
                OF CASH FLOWS****(Stated
                in US Dollars)**
  **For
                the Year Ended December 31**
              
              **From
                  Inception (December 30, 2004)**
                **to
                  December 31****2006**
              
              **2005**
              
              **2006**(Audited)**CASH
                  FLOWS FROM INVESTING OPERATING ACTIVITIES**Net
                  Income
              
              $
              (7,325
              )
              $
              (33,499
              )
              $
              (40,824
              )Adjustments
                  to Reconcile Net Income
                to
                  Net Cash Provided by Operations:Depreciation
              
              $
              1,790
              
              $
              1,790
              
              $
              3,580Customer
                  Deposits
              
              $
              (69,572
              )
              $
              69,572
              
              $
              -**Net
                  Cash Provided By (Used in) Operating Activities**
              
              $
              (75,107
              )
              $
              37,863
              
              $
              (37,244
              )**CASH
                  FLOWS FROM INVESTING ACTIVITIES**Purchase
                  of Software
              
              $
              -
              
              $
              (10,000
              )
              $
              (10,000
              )Furniture
                  & Equipment
              
              $
              -
              
              $
              (1,724
              )
              $
              (1,724
              )**Net
                  Cash Provided By (Used in) Investing Activities**
              
              $
              -
              
              $
              (11,724
              )
              $
              (11,724
              )**CASH
                  FLOWS FROM FINANCING ACTIVITIES**Loans
                  Receivable
              
              $
              -
              
              $
              (2,727
              )
              $
              (2,727
              )Loan
                  From Shareholders
              
              $
              -
              
              $
              500
              
              $
              500Share
                  Capital
              
              $
              -
              
              $
              59,325
              
              $
              59,325**Net
                  Cash Provided By (Used in) Financing Activities**
              
              $
              -
              
              $
              57,098
              
              $
              57,098**CASH
                  AND CASH EQUIVELENTS AT BEGINNING OF PERIOD**
              
              $
              83,237
              
              $
              -
              
              $
              -**NET
                  INCREASE (DECREASE) IN CASH AND CASH EQUIVILENTS**
              
              $
              (75,107
              )
              $
              83,237
              
              $
              8,130**CASH
                  AND CASH EQUIVELENTS AT END OF PERIOD**
              
              $
              8,130
              
              $
              83,237
              
              $
              8,130The
                  accompanying notes are an integralpart
                  of these financial statements.






F-4




**SPECTRE
                  TECHNOLOGY CORPORATION****STATEMENT
                  OF STOCKHOLDER’S EQUITY****From
                  Inception (December 30, 2004) to December 31,
                  2006****(Stated
                  in US Dollars)**Common
                  Stock
              
              Additional
              
              Accumulated
              
              TotalShares
              
              Amount
              
              Paid
                  in
              
              Deficit
              
              EquityCapitalNet
                  (Loss) for periodBalance,
                  December 31, 2004
              
              
              0
              
              
              0
              
              
              0
              
              $
              -
              
              $
              -Common
                  shares issued for cash at $0.001 per share
              
              
              19,325,000
              
              
              19,325
              
              
              
              
              
              
              
              $
              19,325Common
                  shares issued for cash at $0.02 per share
              
              
              500,000
              
              
              500
              
              
              9,500
              
              
              
              
              
              10,000Common
                  shares issued for cash at $0.1 per share
              
              
              50,000
              
              
              50
              
              
              4,950
              
              
              
              
              $
              5,000Common
                  shares issued for cash at $0.2 per share
              
              
              125,000
              
              
              125
              
              
              24,875
              
              
              
              
              
              25,000Net
                  (Loss) for period
              
              
              
              
              
              
              
              
              
              
              $
              (33,499
              )
              $
              (33,499
              )Balance,
                  December 31, 2005
              
              
              20,000,000
              
              
              20,000
              
              
              39,325
              
              $
              (33,499
              )
              $
              25,826Net
                  (Loss) for period
              
              
              
              
              
              
              
              
              
              
              $
              (7,325
              )
              $
              (7,325
              )Balance,
                  December 31, 2006
              
              
              20,000,000
              
              
              20,000
              
              
              39,325
              
              $
              (40,824
              )
              $
              18,501The
                  accompanying notes are an integralpart
                  of these financial statements.






F-5


SPECTRE
      TECHNOLOGY CORP


Notes
      to
      the Financial Statements


For
      the
      Year ended December 31, 2006


(Stated
      in US Dollars)





NOTE
      1
      -  ORGANIZATION
      AND DESCRIPTION OF BUSINESS





The
      Company was incorporated under the laws of the State of Nevada on December
      30,
      2004.





The
      Company owns a proprietary merchant solution provider called GlobalPayNET and
      branded it as GlobalPayNET IP Gateway in September 2006. Clients of Spectre
      can
      use the companies GlobalPayNET IP Gateway to process their credit card
      transactions and use all of the companies data centre functions. These include
      transaction processing services, such as electronic credit card authorizations,
      electronic fund transfers management, and use of the companies Internet software
      and related communication networks that are involved in providing transaction
      processing services





NOTE
      2
      -  SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES





a.
      Accounting Method





The
      Company’s financial statements are prepared using the accrual method of
      accounting. The Company has elected a December 31 year-end.





b.
            Revenue
                Recognition





The
      Company recognizes revenue when persuasive evidence of an arrangement exists,
      goods delivered, the contract price is fixed or determinable, and collectibility
      is reasonably assured.





c.
      Income
      Taxes





The
      provision for income taxes is the total of the current taxes payable and the
      net
      of the change in the deferred income taxes. Provision is made for the deferred
      income taxes where differences exist between the period in which transactions
      affect current taxable income and the period in which they enter into the
      determination of net income in the financial statements.





The
      Company provides for income taxes under Statement of Financial Accounting
      Standards NO. 109, Accounting for Income Taxes. SFAS No. 109 requires the use
      of
      an asset and liability approach in accounting for income taxes. Deferred tax
      assets and liabilities are recorded based on the differences between the
      financial statement and tax bases of assets and liabilities and the tax rates
      in
      effect when these differences are expected to reverse.





SFAS
      No.
      109 requires the reduction of deferred tax assets by a valuation allowance
      if,
      based on the weight of available evidence, it is more likely than not that
      some
      or


all
      of
      the deferred tax assets will not be realized. In the Company’s opinion, it is




F-6




SPECTRE
        TECHNOLOGY CORP
 Notes
        to
        the Financial Statements
 For
        the
        Year ended December 31, 2006
 (Stated
        in US Dollars)


NOTE
      2 -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





uncertain
      whether they will generate sufficient taxable income in the future to fully
      utilize the net deferred tax asset. Accordingly, a valuation allowance equal
      to
      the deferred tax asset has been recorded. The total deferred tax asset is
      calculated by multiplying a 34% estimated tax rate by the items making up the
      deferred tax account, the NOL. The total valuation allowance is a comparable
      amount.





d.
            Foreign
                currency translation





Foreign
      currency transactions are recorded at the rate of exchange on the date of the
      transaction. At the balance sheet date, monetary assets and liabilities
      denominated in foreign currencies are reported using the closing exchange rate.
      Exchange differences arising on the settlement of transactions at rates
      different from those at the date of the transaction, as well as unrealized
      foreign exchange differences on unsettled foreign currency monetary assets
      and
      liabilities, are recognized in the income statement.





Unrealized
      exchange differences on non-monetary financial assets (investments in equity
      instruments) are a component of the change in their entire fair value. For
      a
      non-monetary financial asset unrealized exchange differences are recognized
      in
      the income statement. For non-monetary financial investments unrealized exchange
      differences are recorded directly in Equity until the asset is sold or becomes
      impaired.





e.
      Use of
      Estimates





The
      preparation of the financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities and disclosure of
      contingent assets and liabilities at the date of the financial statements and
      the reported amounts of revenues and expenses during the reporting period.
      Actual results could differ from those estimates.





f.  Assets





As
      of
      December 31, 2006, the Company’s current assets are composed of cash and
      equivalents for $8,130 and a loan the Company issued for $2,727 to Globus Media
      Ltd. The terms of the loan include a 180 days period commencing October
      14 th ,
      2005
      with an interest rate of 5 percent per annum. This loan is referred to as “Loans
      Receivable” in the asset section of the Balance Sheet statement. The loan has
      been renewed for an additional 18 months, maturity date April 14, 2008. There
      will be no extensions to this loan and payment is expected before the maturity
      of the loan.





Fixed
      assets represent net property and equipment for $1,724, and software for
      $10,000.




Property
      and equipment are stated at cost. Depreciation is computed principally on the
      straight-line method over the estimated useful lives of the assets. The useful
      lives for computer equipment and software range from two five years, and
      furniture and equipment range from one to five years.




g.  Income


**SPECTRE
                TECHNOLOGY CORPORATION****BALANCE
                SHEET**
  **December
                  31**
              
              **December
                  31****2006**
              
              **2005****ASSETS****CURRENT
                  ASSETS**Cash
                  and cash equivalents
              
              $
              8,130
              
              $
              83,237Loans
                  Receivable
              
              $
              2,727
              
              $
              2,727**Total
                  Current Assets**
              
              $
              10,857
              
              $
              85,964**FIXED
                  ASSETS**Net
                  Property and Equipment
              
              $
              1,724
              
              $
              1,724Depreciation
                  of Property and Equipment
              
              $
              (246
              )
              $
              (123
              )Software
              
              $
              10,000
              
              $
              10,000Depreciation
                  of Software
              
              $
              (3,334
              )
              
              (1,667
              )**TOTAL
                  FIXED ASSETS**
              
              $
              8,144
              
              
              9,934**TOTAL
                  ASSETS**
              
              $
              19,001
              
              $
              95,898**CURRENT
                  LIABILITIES**Total
                  Current Liabilities
              
              $
              -
              
              $
              69,572**LONG-TERM
                  LIABILITIES**Total
                  Long-Term Liabilities
              
              $
              500
              
              $
              500**TOTAL
                  LIABILITIES**
              
              $
              500
              
              $
              70,072
   F-7
  SPECTRE
          TECHNOLOGY CORP
 Notes
          to
          the Financial Statements
 For
          the
          Year ended December 31, 2006
 (Stated
          in US Dollars)
  **STOCKHOLDERS'
                  EQUITY**Common
                  Stock: $0.001 par value75,000,000
                  shares authorized: 20,000,000shares
                  issued and outstanding
              
              $
              20,000
              
              $
              20,000Paid
                  in Capital
              
              $
              39,325
              
              $
              39,325Retained
                  Earnings (deficit)
              
              $
              (40,824
              )
              $
              (33,499
              )**TOTAL
                  STOCKHOLDERS EQUITY**
              
              $
              18,501
              
              $
              25,826**TOTAL
                  LIABILITIES &**
                **STOCKHOLDER'S
                  EQUITY**
              
              $
              19,001
              
              $
              95,898The
                  accompanying notes are an integralpart
                  of these financial statements.




Income
      represents all of the company’s revenue less all its expenses in the period
      incurred. Revenue totaled $36,375 for the year 2006 up from $13,184 in 2005.
      The
      total aggregate revenue from inception for the company is 49,559. Expenses
      for
      the year 2006 totaled $43,622 down from $45,783 in 2005. This was due primarily
      to reduced legal expenses in 2006. The total aggregate expenses since inception
      for the company is $89,405.





Total
      net
      loss for 2006 was $7,325 down from $33,499 in 2005. Retained loss for the
      company is $40,824.




In
      accordance with FASB/ FAS 142 option 12, paragraph 11 “Intangible Assets Subject
      to Amortization”, a recognized intangible asset shall be amortized over its
      useful life to the reporting entity unless that life is determined to be
      indefinite. If an intangible asset has been has a finite useful life, but the
      precise length of that life is not known, that intangible asset shall be
      amortized over the best estimate of its useful


F-8




SPECTRE
        TECHNOLOGY CORP
 Notes
        to
        the Financial Statements
 For
        the
        Year ended December 31, 2006
 (Stated
        in US Dollars)







NOTE
      2 -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





life.
      The
      method of amortization shall reflect the pattern in which the economic benefits
      of the intangible asset are consumed or otherwise used up. If that pattern
      cannot be reliable determined, a straight-line amortization method shall be
      used. An intangible asset shall not be written down or off in the period of
      acquisition unless it becomes impaired during that period.




**For
                the Year Ended
                December 31**
              
              **From
                  Inception to****2006**
              
              **2005**
              
              **December
                  31, 2006****REVENUE**
              
              $
              36,375
              
              $
              13,184
              
              $
              49,559Cost
                  of Good Sold
              
              $
              (78
              )
              $
              (900
              )
              $
              (978
              )$
              36,297
              
              $
              12,284
              
              $
              48,581**EXPENSES**Bank
                  Charges
              
              $
              624
              
              $
              785
              
              $
              1,409Accounting
                  Charges
              
              $
              6,090
              
              $
              2,250
              
              $
              8,340Depreciation
              
              $
              1,790
              
              $
              1,790
              
              $
              3,580Legal
                  & Management Fees
              
              $
              14,449
              
              $
              21,189
              
              $
              35,638Office
                  Expenses
              
              $
              8,055
              
              $
              4,235
              
              $
              12,290Travel
              
              $
              12,614
              
              $
              15,534
              
              $
              28,148Total
                  Expenses
              
              $
              43,622
              
              $
              45,783
              
              $
              89,405Net
                  Income
              
              $
              (7,325
              )
              $
              (33,499
              )
              $
              (40,824
              )




h.  Basic
      Income (Loss) Per Share





In
      accordance with SFAS No. 128-“Earnings Per Share”, the basic loss per common
      share is computed by dividing net loss available to common stockholders by
      the
      weighted average number of common shares outstanding. Diluted loss per common
      share is computed similar to basic loss per common share except that the
      denominator is increased to include the number of additional common shares
      that
      would have been outstanding if the potential common shares had been issued
      and
      if the additional common shares were dilutive. At December 31, 2006, the Company
      has no stock equivalents that were anti-dilutive and excluded in the earnings
      per share computation.




F-9


SPECTRE
      TECHNOLOGY CORP


Notes
      to
      the Financial Statements


For
      the
      Year ended December 31, 2006


(Stated
      in US Dollars)


**For
                  the Year Ended December 31**
              
              **From
                  Inception to****2006**
              
              **2005**
              
              **December
                  31, 2006**Net
                  Income
              
              $
              (7,325
              )
              $
              (33,499
              )
              $
              (40,824
              )Basic
                  & Diluted (loss) per Share
              
              
              (0.00
              )
              
              (0.00
              )
              $
              0Weighted
                  Average Numberof
                  Shares Outstanding
              
              
              20,000,000
              
              
              20,000,000
              
              $
              20,000,000




i.  Cash
      and
      Cash Equivalents





For
      purposes of the statement of cash flows, the company considers all highly liquid
      investments purchased with maturity of three months or less to be cash
      equivalents.




**December
                  31**
              
              **December
                  31****2006**
              
              **2005****ASSETS****CURRENT
                  ASSETS**Cash
                  and cash equivalents
              
              $
              8,130
              
              $
              83,237




j.  Liabilities




The
      long-term liabilities of $500 is capital loaned from Total Home Solutions,
      Inc.
      This loan matured on December 31, 2006 but has been extended for a period of
      6
      months and has an annual interest rate of 5%.




**December
                  31**
              
              **December
                  31****2006**
              
              **2005****CURRENT
                  LIABILITIES**Total
                  Current Liabilities
              
              $
              -
              
              $
              69,572**LONG-TERM
                  LIABILITIES**Total
                  Long-Term Liabilities
              
              $
              500
              
              $
              500**TOTAL
                  LIABILITIES**
              
              $
              500
              
              $
              70,072





Share
      Capital




a)
      Authorized:





75,000,000
      common shares with a par value of $0.001





b)
      Issued:


F-10


SPECTRE
      TECHNOLOGY CORP


Notes
      to
      the Financial Statements


For
      the
      Year ended December 31, 2006


(Stated
      in US Dollars)









As
      of
      December 31, 2006, there are Twenty Million (20,000,000) shares issued and
      outstanding for a total of $59.325.





In
      January of 2005 the company issued 19,325,000 common shares at a value of $0.001
      per share for a total of $19,325;





500,000
      common shares at a value of $0.02 per share for a total of $10,000;





50,000
      common shares at a value of $0.01 per share for a total of $5,000;





125,000
      common shares at a value of $0.2 per share for a total of $25,000




There
      are
      no preferred shares outstanding. The Company has issued no authorized preferred
      shares .




The
      Company has no stock option plan, warrants or other dilutive
      securities.


NOTE
          3 -




The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern, which contemplates the realization of assets
      and the liquidation of liabilities in the normal course of business. However,
      the Company has accumulated a loss and is new. This raises substantial doubt
      about the Company’s ability to continue as a going concern. The financial
      statements do not include any adjustments that might result from this
      uncertainty.





As
      shown
      in the accompanying financial statements, the Company has incurred a net (loss)
      of ($40,824) for the period from December 30, 2004 (inception) to December
      31,
      2006 and generated revenue of $49,559 over the same period. The future of the
      Company is dependent upon its ability to obtain financing and upon future
      profitable operations from the development of acquisitions. Management has
      plans
      to seek additional capital through a private placement and public offering
      of
      its common stock. The financial statements do not include any adjustments
      relating to the recoverability and classification of recorded assets, or the
      amounts of and classification of liabilities that might be necessary in the
      event the Company cannot continue in existence.








F-11


**Item
      8.    Changes in and Disagreements with Accountants on Accounting
      and Financial Disclosure**




Since
      inception to the present date there has been no change or disagreement with
      Accountants on accounting or Financial Disclosure.





**Item
      8A.  Controls and Procedures**




*(a)*  *Evaluation
      of Disclosure Controls and Procedures:* The Company’s principal executive and financial officers reviewed and evaluated
      the Company’s disclosure controls and procedures (as defined in Exchange Act
      Rule 13a-15(e)) as of the end of the period covered by this Form 10-KSB. 
Based on that evaluation, the Company’s principal executive and financial
      officers concluded that the Company’s disclosure controls and procedures are
      effective in timely providing them with material information relating to the
      Company, as required to be disclosed in the reports the Company files under
      the
      Exchange Act.




*(b)           Management’s
      Annual Report on Internal Control Over Financial Reporting:* Not
      Applicable




*(c)           Changes
      in Internal Control Over Financial Reporting:* There were no changes in our internal control over financial reporting during
      the quarter ended December 31, 2006 that have materially affected, or are
      reasonably likely to materially affect our internal controls over financial
      reporting.






**Item
      8B.   Other Information**




None.


**PART
      II****I**






**Item
      9.           Directors,
      Executive Officers and Corporate Governance**




The
      name,
      age, and position with our company of each director and executive officer is
      as
      follows:




**NAME
                & ADDRESSES**
            **AGE**
            **POSITIONS**
            **DATE
                FIRST HELD**Alain
                Ghiai
              
              Business
                Address:
              Suite
                110, 174 Wilson Street, Victoria BC V9A 7N7 Canada
              
              
              Residential
                Address:
              14
                Rue Du Rhone
              Geneve,
                1204
              Switzerland
            39
            Chairman,
                CEO, Secretary, Treasurer. & Director
            December
                30, 2004Julius
                Briner
              
              Business
                Address:
              Suite
                110, 174 Wilson Street, Victoria BC V9A 7N7 Canada
              
              Residential
                Address:
              22359-47thAVE, Langley BC. V2Z 1M5
              Surry,
                B.C. V3S 3B8 Canada
            33
            President
            June
                1, 2005




Our
      Articles of Incorporation provide for a Board of Directors ranging from 1 to
      10
      members, with the exact number to be specified by resolution of the board.
      All
      Directors hold office until the next annual meeting of the shareholders
      following their election and until their successors have been elected and
      qualified. The Board of Directors appoints Officers. Officers hold office until
      the next annual meeting of our Board of Directors following their appointment
      and until their successors have been appointed and qualified.


28




The
      business experience during the past five years of each of the persons presently
      listed above as an Officer or Director of the Company is as
      follows:





***ALAIN
      GHIAI***





Alain
      is
      the founder of Spectre Technology Corporation.  His knowledge of technology
      is extensive, as he has been exposed to it since 1995.  His knowledge and
      keen use of technology won him several articles in CRM Daily, USA Today Money
      section, Business Wire, and numerous other publications, including the
      prestigious Entrepreneur Profile Award from the San Francisco Business Times
      in
      2003; only 52 out of the tens of thousands of private companies with sales
      of
      over US$1.0M a year qualify in this award. He has also recently been featured
      in
      The Province of BC newspaper with a full profile (May 2005), The Wall Street
      Journal’s Special Report: Technology Section as an expert on online commerce in
      the USA and Europe (May 2005) and numerous interviews with Bloomberg and other
      news services worldwide.




Alain
      also founded E-Shopping Technologies Inc., Globex Card Ltd., Globex Payment
      Systems Ltd., Globus Media Ltd. And Globus Communications Ltd., all companies
      operating in the online commerce, software development, internet hosting and
      media and fields in various the USA, Canada and Europe. Using the experience
      gained in his career and economy of scales, Ghiai plans to use existing
      partnerships in the USA, Canada and Europe and cost effective modes to take
      Spectre Technology profitable in less than 36 months.  Alain’s online
      commerce experience prompted him to gather his technology team and establish
      Spectre Technology as an online payment processing platform, using existing
      customer based networks and a vast array of contacts in the USA, Canada and
      Europe.  He is currently the Chairman of Spectre Technology Corporation.
      His approach to technology and service, coupled with his drive to perfection
      and
      relentless hard work ethics make him a valuable asset.




Alain
      holds a B of ARCH degree in Architecture from Pratt Institute in New York and
      the California College of Arts and Crafts in San Francisco with 2 other emphasis
      on structural engineering and urban planning.  He is a citizen of Belgium
      and a resident of Switzerland.




*JULIUS
      BRINER*







Julius
      Briner is an IT professional with 10 years of experience in the IT and Business
      industry.  He has successfully managed numerous teams over a variety of
      projects.  Specifically his IT related work has been in the retail and
      financial industries.  This included working on Fincentric’s I-WealthView,
      a web enabled banking, insurance, and brokerage system.  Additional
      projects included designing and integration of an accounting and financial
      system.  Julius has also worked on multiple ecommerce projects for a
      variety of companies selling various online products including groceries, music,
      and software.




Julius
      has also run his own consulting firm providing IT related services for
      clients.    These services included business and systems
      analysis, requirement gathering, software development and software integration
      services.




Julius
      graduated from the University of British Columbia with both a degree in Computer
      Science and a MBA. Currently, Julius works as a partner at Briner Group and
      is
      responsible for developing the corporate strategy and business model of Briner
      Group.


29








No
      director, officer or affiliate of the Company has, within the past five years,
      filed any bankruptcy petition, been convicted in or been the subject of any
      pending criminal proceedings, or is any such person the subject or any order,
      judgment, or decree involving the violation of any state or federal securities
      laws.




The
      Company has not compensated any director for service on the Board of Directors
      or any committee thereof. The Company currently does not have any standing
      committees.




Currently,
      there is no arrangement, agreement or understanding between management and
      non-management stockholders under which non-management stockholders may directly
      or indirectly participate in or influence the management of the affairs of
      the
      Company. Present management openly accepts and appreciates any input or
      suggestions from stockholders. However, the Board is elected by the stockholders
      who have the ultimate say, by virtue of their voting rights, in who represents
      them on the Board. There are no agreements or understandings for any officer
      or
      Director to resign at the request of another person and none of the current
      offers or Directors are acting on behalf of, or will act at the direction of
      any
      other person.





**SIGNIFICANT
      EMPLOYEES**





The
      Company uses independent contractors who are compensated on a commission or
      contract basis, and does not currently have any employees.








**INVOLVEMENT
      IN CERTAIN LEGAL PROCEEDINGS**





We
      are
      not currently involved in any legal proceedings.





During
      the last five (5) years none of our directors or officers has:




1.
            had
                any bankruptcy petition filed by or against any business of which
                such
                person was a general partner or executive officer either at the time
                of
                the bankruptcy or within two years prior to that
                time;




2.
            been
                convicted in a criminal proceeding or subject to a pending criminal
                proceeding;




3.
            been
                subject to any order, judgment, or decree, not subsequently reversed,
                suspended or vacated, of any court of competent jurisdiction, permanently
                or temporarily enjoining, barring, suspending or otherwise limiting
                his
                involvement in any type of business, securities or banking activities;
                or




4.
            been
                found by a court of competent jurisdiction in a civil action, the
                Commission or the Commodity Futures Trading Commission to have violated
                a
                federal or state securities or commodities law, and the judgment
                has not
                been reversed, suspended, or
                vacated.




**Section
      16(a) Beneficial Ownership Reporting Compliance**




Section
      16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
      requires the Company’s directors, executive officers and holders of more than
      10% of the Company’s common stock to file with the Securities and Exchange
      Commission initial reports of ownership and reports of changes in ownership
      of
      common stock and other equity securities of the Company. The Company believes
      that during the year ended December 31, 2006, its officers, directors and
      holders of more than 10% of the Company’s common stock complied with all Section
      16(a) filing requirements. This disclosure is based on a review of the forms
      submitted to the Company during, and with respect to, its fiscal year ended
      December 31, 2006.


30








**Audit
      Committee**




The
      Company currently does not have an audit committee and has not made a
      determination of whether there is a financial expert. The Company does not
      presently plan to establish an audit committee. However, if an audit committee
      is established, the Registrant will make the proper disclosures on Form
      8-K.





**Item
      10.       Executive Compensation**




**REMUNERATION
      OF DIRECTORS AND EXECUTIVE OFFICERS** ****




***Compensation
      of Directors***





Directors
      serve without compensation and there are no standard or other arrangements
      for
      their compensation.




Currently
      there are no employment contracts, compensatory plans or arrangements, including
      payments to be received from the Company with respect to any Director or
      executive officer, that would result in payments to such person because of
      his
      or her resignation, retirement or other termination of employment with the
      Company, or its subsidiaries, any change in control, or a change in the person’s
      responsibilities following a change in control of the Company.




There
      are
      no agreements or understandings for any Director or executive officer to resign
      at the request of another person. None of our Directors or executive officers
      acts or will act on behalf of or at the direction of any other
      person.




***Compensation
      of Officers***





Officers
      serve without compensation and there are no standard or other arrangements
      for
      their compensation.




The
      table
      below summarizes all compensation awarded to, earned by, or paid to our Officer
      for all services rendered in all capacities to us for the fiscal periods
      indicated.





The
      table
      below summarizes all compensation awarded to, earned by, or paid to our Officer
      for all services rendered in all capacities to us for the fiscal periods
      indicated.





**Name**
              **and**
              **Principal**
              **Position**
            **Fiscal**
              **Year**
            **Annual
                Compensation**
            **Long
                Term Compensation**
            **All**
              **Other**
              **Compensation**
              **($)****Salary**
              **($)**
            **Bonus**
              **($)**
            **Other**
              **Annual**
              **Compensation**
              **($)**
            **Awards**
            **Payouts****Restricted**
              **Stock**
              **Awards**
              **($)**
            **Securities**
              **Underlying**
              **Options/SARS**
              **(#)**
            **LTIP**
              **Payouts**
              **($)**Alain
                Ghiai,
              Chairman,
                CEO, Secretary, Treasurer. & Director
            2005
              
              2006
            Nil
              
              Nil
            Nil
              
              Nil
            Nil
              
              Nil
            Nil
              
              Nil
            Nil
              
              Nil
            Nil
              
              Nil
            Nil
              
              NilJulius
                Briner,
              President
            2005
              
              2006
            Nil
              
              Nil
            Nil
              
              Nil
            Nil
              
              Nil
            Nil
              
              Nil
            Nil
              
              Nil
            Nil
              
              Nil
            Nil
              
              Nil




31




**Executive
      Officer Outstanding Equity Awards At Fiscal Year-End**





The
      following table provides certain information concerning any common share
      purchase options, stock awards or equity incentive plan awards held by each
      of
      our named executive officers that were outstanding as of December 31,
      2006.




**Option Awards**
            
            **Stock Awards****Name**
            
            **Number of**
              **Securities**
              **Underlying**
              **Unexercised**
              **Options(#)**
              **Exercisable**
            
            **Number of**
              **Securities**
              **Underlying**
              **Unexercised**
              **Options(#)**
              **Unexercisable**
            
            **Equity**
              **Incentive Plan**
              **Awards:**
              **Number of**
              **Securities**
              **Underlying**
              **Unexercised**
              **Unearned**
              **Options (#)**
            
            **Option**
              **Exercise**
              **Price ($)**
            
            **Option**
              **Expiration**
              **Date**
            
            **Number of**
              **Shares or**
              **Units of**
              **Stock That**
              **Have Not**
              **Vested (#)**
            
            **Market**
              **Value of**
              **Shares or**
              **Units of**
              **Stock That**
              **Have Not**
              **Vested**
            
            **Equity****Incentive**
              **Plan****Awards:**
              **Number****of****Unearned**
              **Shares,****Units or**
              **Other****Rights**
              **That Have****Not**
              **Vested**
            
            **Equity**
              **Incentive Plan**
              **Awards:**
              **Market or**
              **Payout Value of**
              **Unearned**
              **Shares, Units or**
              **Other Rights**
              **That Have Not**
              **Vested**Alain
                Ghiai
            
            
            —
            
            
            —
            
            
            —
            
            $
            —
            
            
            —
            
            —
            
            —
            
            
            —
            
            
            —Julius
                Briner
            
            
            —
            
            
            —
            
            
            —
            
            $
            —
            
            
            —
            
            —
            
            —
            
            
            —
            
            
            —







**Employment
      Agreements**




Currently,
      we do not have any written employment agreements.






**Item
      11.      Security Ownership of Certain Beneficial Owners and
      Management and Related Stockholder Matters**




***Security
      Ownership of Certain Beneficial Owners***





The
      following table sets forth the amount and nature of beneficial ownership of
      any
      class of the Company’s voting securities of any person known to the Company to
      be the beneficial owner of more than five percent, as of the close of business
      on December 31, 2006.


32





**(1)**
            
            **(2)**
            
            **(3)**
            
            **(4)****Title
                of Class**
            
            **Name
                and Address of Beneficial Owner**
            
            **Amount
                      & Nature of**
              **Beneficial
                Ownership**
            
            **Percent
                of Class**Common
                Stock
            
            Alain
                Ghiai
              14
                Rue du Rhone
              Geneve
                1204 Switzerland
            
            1,478,000
            
            7.39
                %Common
                Stock
            
            Briner
                Group Holdings, Inc.
              Suite
                510 - 999 W. Hastings St. Vancouver, BC, Canada
              Beneficial
                Owner: Julius Briner
            
            1,220,000
            
            6.1%Common
                Stock
            
            Maisonette
                Group SA
              14
                Rue du Rhone
              Geneve
                1204 Switzerland
              Beneficial
                Owner: Alain Ghiai
            
            1,125,000
            
            5.6%Common
                Stock
            
            Renovatio
                Media Group SA
              14
                Rue du Rhone
              Geneve
                1204 Switzerland
              Beneficial
                Owner: Alain Ghiai
            
            3,500,000
            
            17.5%Common
                Stock
            
            Maisonette
                International Enterprises Ltd.
              Suite
                110, 174 Wilson Street, Victoria BC V9A7N7 Canada
              Beneficial
                Owner: Public Company controlled by Alain Ghiai
            
            2,500,000
            
            12.5%








No
      other
      person is the beneficial owner of more than five percent of any class of the
      Company’s voting securities.




33





***Security
      Ownership of Management***





The
      following table sets forth the amount and nature of beneficial ownership of
      any
      class of the Company’s voting securities of all of the Company’s directors and
      nominees and “named executive officers” as such term is defined in Item
      402(a)(2) of SEC Regulation S-B, as of the close of business on December 31,
      2006.





**(1)**
            
            **(2)**
            
            **(3)**
            
            **(4)****Title
                of Class**
            
            **Name
                and Address of Beneficial Owner**
            
            **Amount
                & Nature of**
              **Beneficial
                Ownership**
            
            **Percent
                of Class**Common
                Stock
            
            Alain
                Ghiai
              14
                Rue du Rhone
              Geneve
                1204 Switzerland
            
            1,478,000
            
            7.39
                %Common
                Stock
            
            Briner
                Group Holdings, Inc.
              Suite
                510 - 999 W. Hastings St. Vancouver, BC, Canada
              Beneficial
                Owner: Julius Briner
            
            1,220,000
            
            6.1%Common
                Stock
            
            Maisonette
                Group SA
              14
                Rue du Rhone
              Geneve
                1204 Switzerland
              Beneficial
                Owner: Alain Ghiai
            
            1,125,000
            
            5.6%Common
                Stock
            
            Renovatio
                Media Group SA
              14
                Rue du Rhone
              Geneve
                1204 Switzerland
              Beneficial
                Owner: Alain Ghiai
            
            3,500,000
            
            17.5%Common
                Stock
            
            Maisonette
                International Enterprises Ltd.
              Suite
                110, 174 Wilson Street, Victoria BC V9A7N7 Canada
              Beneficial
                Owner: Public Company controlled by Alain Ghiai
            
            2,500,000
            
            12.5%





**Item
      12.   Certain Relationships and Related
      Transactions**


As
      of the
      date of this prospectus, other than the two transactions described below, there
      are no, and have not been since inception, any material agreements or proposed
      transactions, whether direct or indirect, with any of the
      following:





·
            our
                Directors or Executive Officers;


·
            any
                nominee for election as a Director;


·
            any
                principal security holder identified in the preceding “Security Ownership
                of Management and Certain Security Holders” section;
                or


·
            any
                relative or spouse, or relative of such spouse, of the above referenced
                persons.




**(1)**  ***Liabilities*** ****




The
      Company entered into an agreement with E-Shopping Technologies Inc., F.K.A.Total
      Home Solutions, Inc for a loan of $500. E-Shopping Technologies Inc. is
      controlled by Alain Ghiai.




**(2)**  ***Assets*** ****





The
      Company granted a loan to Globus Media Ltd for $2,727. Globus Media Ltd. is
      controlled by Alain Ghiai. The terms of the loan include a 180 days period
      commencing October 14 th ,
      2005.
      This loan is referred to as “Loans Receivable” in the asset section of the
      Balance Sheet statement. The loan has been renewed for an additional 18 months,
      maturity date April 14, 2008.


34





EXHIBIT
                NUMBER
            DESCRIPTION
            LOCATION3.1
                - 3.2
            Articles
                of Incorporation and Bylaws
            Incorporated
                by reference as Exhibits to the Form 10SB12G filed on January 31,
                2006.31.1
            Rule
                13a-14(a)/15d-14(a) Certification (CEO)
            Filed
                herewith31.2
            Rule
                13a-14(a)/15d-14(a) Certification (CFO)
            Filed
                herewith32.1
            Section
                1350 Certification (CEO)
            Filed
                herewith32.2
            Section
                1350 Certification (CFO)
            Filed
                herewith




**Item
      14.   Principal Accounting Fees and Services**




During
      the year ended December 31, 2006, we engaged Moore and Associates Chartered
      as
      our independent auditor.  For the year ended December 31, 2006, we were
      billed by Moore and Associates Chartered aggregate fees as discussed
      below.




·
            *Audit
                Fees:*Fees
                for audit services totaled $10000 and $8000 in 2006 and 2005,
                respectively, including fees associated with the preparation of our
                registration statement, consents and the review of this
                report.




·
            *Audit-Related
                Fees:*Fees for audit-related services totaled approximately $6000 and $2000
                in
                2006 and 2005, respectively.  Audit-related services principally
                included accounting consultations.




·
            *Tax
                Fees:*We did not engage Moore and Associates Chartered, for any tax related
                services during 2006 or 2005.




35


**SIGNATURES**




In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized on the 30th day of March, 2007.




**SPECTRE
                TECHNOLOGY CORP.,**
              **a
                Nevada Corporation**By:/s/
                Alain Ghiai
              Alain
                Ghiai
              *Chief
                Executive Officer and Chairman of the Board*




In
      accordance with the requirements of the Exchange Act, this report has been
      signed by the following persons in the capacities with Spectre Technology Corp.
      and on the dates indicated.




**Signature**
            
            **Position**
            
            **Date**/s/
                Alain Ghiai
              
              Alain
                Ghiai
            
            Chief
                Executive Officer & Chairman of the Board
            
            March
                30, 2007/s/
                Julius Briner
              Julius
                  Briner
            
            President
            
            March
                30, 2007