0001078782-14-001737.txt : 20140925 0001078782-14-001737.hdr.sgml : 20140925 20140925123352 ACCESSION NUMBER: 0001078782-14-001737 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140925 DATE AS OF CHANGE: 20140925 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORTHSIGHT CAPITAL, INC. CENTRAL INDEX KEY: 0001439397 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 262727362 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-85446 FILM NUMBER: 141120031 BUSINESS ADDRESS: STREET 1: 7740 EAST EVANS RD. CITY: SCOTTSDALE STATE: AZ ZIP: 85260 BUSINESS PHONE: (480) 385-3893 MAIL ADDRESS: STREET 1: 7740 EAST EVANS RD. CITY: SCOTTSDALE STATE: AZ ZIP: 85260 FORMER COMPANY: FORMER CONFORMED NAME: Northsight Capital, Inc. DATE OF NAME CHANGE: 20080708 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KUBOO, INC. CENTRAL INDEX KEY: 0001051209 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 760418488 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 7740 EAST EVANS RD., SUITE A101 CITY: SCOTTSDALE STATE: AZ ZIP: 85260 BUSINESS PHONE: 480 385 3800 MAIL ADDRESS: STREET 1: 7740 EAST EVANS RD., SUITE A101 CITY: SCOTTSDALE STATE: AZ ZIP: 85260 FORMER COMPANY: FORMER CONFORMED NAME: SAFE COMMUNICATIONS, INC. DATE OF NAME CHANGE: 20101012 FORMER COMPANY: FORMER CONFORMED NAME: SUGGESTION BOX, INC. DATE OF NAME CHANGE: 20100901 FORMER COMPANY: FORMER CONFORMED NAME: DA CONSULTING GROUP INC DATE OF NAME CHANGE: 19971211 SC 13D 1 sc13d092514_sc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES

SECURITIES AND EXHANGE COMMISSION

WASHINGTON D.C.


SCHEDULE 13D


UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*


Northsight Capital, Inc

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

66702 Q 203

(CUSIP Number)

 

John G. Nossiff, Esq.

The Nossiff Law Firm LLP

300 Brickstone Sq., St 201

Andover, MA 01810

(978) 409 2648

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

August 14, 2014

(Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.


Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.



* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.


The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).





 

CUSIP No.   66702 Q 203

 

1.

Names of Reporting Persons

Kuboo, Inc.

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 

 

 

(b)

 

 

3.

SEC Use Only

 

4.

Source of Funds (See Instructions)
WC

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     

 

6.

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power: 8,540,000

8.

Shared Voting Power:  0

9.

Sole Dispositive Power:  8,540,000

10.

Shared Dispositive Power:  0

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
8,540,000

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)        .

 

13.

Percent of Class Represented by Amount in Row (11) 

8.6%

 

14.

Type of Reporting Person (See Instructions)

CO

 

 

 

 

 

 






Item 1.

Security and Issuer

 

 

 

Common Stock

 

Northsight Capital, Inc.

7740 East Evans Rd.

Scottsdale, AZ 85260

 

 

Item 2.

Identity and Background

 

 

 

Kuboo, Inc. (f/k/a Safe Communications, Inc.) is a Texas corporation and its principal business is a web portal that provides safe texting and emailing for children.


The address of Safe Communications, Inc., including its principal office, is:

7740 East Evans Rd.

Scottsdale, AZ 85260

     (d) Safe Communications, Inc. has not during the past 5 years been convicted in any criminal proceeding. 

     (e) Safe Communications, Inc. has not during the past 5 years been subject to a civil or judicial proceeding as a result of which it was or is subject to a judgment or final order enjoining violations of the securities laws or finding any violation of such laws.

 

 

Item 3.

Source and Amount of Funds or Other Consideration

 

 

 

The reporting person originally used $250,000 of its working capital to acquire 10,000,000 shares of the Issuer’s common Stock directly from the Issuer.    

 

 

Item 4.

(a)-(j)

Purpose of Transaction


The reporting person originally acquired control of the Issuer with the intention of causing the Issuer to engage in a reverse acquisition with an affiliate of the reporting person (“operating company”), subject to obtaining necessary board approvals and negotiation and execution of definitive agreements.  The Issuer has since acquired assets and commenced business operations during the first quarter of 2014.


In accordance with the Stock Purchase Agreement, pursuant to which control of the Issuer was acquired on May 31, 2011, the then President and two of the Issuer’s then three directors resigned, and the President of the reporting person was appointed a director and interim President of the Issuer.  The last of the three persons who were directors immediately prior to the closing of the acquisition have since tendered their respective resignations.





Item 5.

Interest in Securities of the Issuer

 

 

A

Safe Communications, Inc.


Amount: 8,540,000

Percentage: 8.6%

 

 

B

Sole Voting Power: 8,540,000

 

Shared Voting Power:  0

 

Sole Dispositive Power:  8,540,000

 

Shared Dispositive Power:  0

 

 

C

The reporting person sold shares as follows: 600,000 shares on June 30, 2014, 300,000 shares on July 16, 2014, 240,000 shares on August 14, 2014, and 320,000 shares on September 12, 2014, all at a price of $.125 per share. The shares were sold to existing shareholders of the reporting person in private transactions.  

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer N/A

 

 

Item 7.

Material to Be Filed as Exhibits

 

 

 

Exhibit 1: Common Stock Purchase Agreement dated as of May 27, 2011, by and between Safe Communications, Inc., Northsight Capital, Inc. and the certain Shareholders of Northsight Capital, Inc. (filed as Exhibit 1 to Schedule 13D filed with the SEC 06/02/2011 and incorporated by this reference.)






Signature


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


 

September 24, 2014

 

Date

 

Kuboo, Inc.


By: /s/ John P. Venners, President