10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 10-Q

______________

  X  . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

 . TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to____________

Commission File Number: 000-53661

NORTHSIGHT CAPITAL, INC.

(Exact name of issuer as specified in its charter)

Nevada	26-2727362
(State or Other Jurisdiction of	(I.R.S. Employer I.D. No.)
incorporation or organization)

7740 East Evans Rd.

Scottsdale, AZ 85260

(Address of Principal Executive Offices)

(480) - 385 3893

(Registrant’s Telephone Number, Including Area Code)

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  X  . No .

Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  X  . No .

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	.	Accelerated filer	.
Non-accelerated filer	. (Do not check if a smaller reporting company)	Smaller reporting company	X .

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  X  . No .

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

The number of shares outstanding of each of the Registrant’s classes of common equity, as of the latest practicable date:

Class	Outstanding as of August 15, 2012
Common Capital Voting Stock, $0.001 par value per share	12,500,000 shares

FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, Financial Statements and Notes to Financial Statements contain forward-looking statements that discuss, among other things, future expectations and projections regarding future developments, operations and financial conditions. All forward-looking statements are based on management’s existing beliefs about present and future events outside of management’s control and on assumptions that may prove to be incorrect. If any underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected or intended.

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PART I - FINANCIAL STATEMENTS

Item 1. Financial Statements.

June 30, 2012

C O N T E N T S

Condensed Balance Sheets	4
Condensed Statements of Operations	5
Condensed Statements of Cash Flows	6
Notes to Unaudited Condensed Financial Statements	7

3

NORTHSIGHT CAPITAL, INC.

(A Development Stage Company)

CONDENSED BALANCE SHEETS

(Unaudited)

		June 30, 2012		December 31, 2011
ASSETS
Current Assets
Cash	$	-	$	-
Total Current Assets		-		-
Total Assets	$	-	$	-
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$	55,034	$	56,000
Notes payable - related party		-		-
Total Current Liabilities		55,034		56,000
Total Liabilities		55,034		56,000
Stockholders' Deficit
Preferred stock - 10,000,000 shares authorized having a par value of $.001 per share; none issued and outstanding		-		-
Common stock - 100,000,000 shares authorized at par value of $0.001 per share; 12,500,000 shares issued and outstanding as of June 30, 2012 and December 31, 2011		12,500		12,500
Subscription receivable		(50,000)		(50,000)
Additional paid-in capital		661,445		645,235
Accumulated deficit during the development stage		(678,979)		(663,735)
Total Stockholders' Deficit		(55,034)		(56,000)
Total Liabilities and Stockholders' Deficit	$	-	$	-

See accompanying notes to condensed financial statements.

4

NORTHSIGHT CAPITAL, INC.

(A Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS

 (Unaudited)

										From Inception
		For the Three Months Ended				For the Six Months Ended				(May 21, 2008) Through
		June 30,				June 30,				June 30,
		2012		2011		2012		2011		2012
Revenues	$	-	$	-	$	-	$	-	$	-
						-		-		-
Operating expenses:
General administrative		1,525		1,148		1,525		1,695		53,979
Business plan development - related party		-		-		-		-		10,000
Consulting expense - related party		-		250,000		-		250,000		380,350
Executive compensation - related party		-		-		-		-		5,100
Professional fees		9,469		29,342		13,719		35,000		194,457
Rent - related party		-		-		-		-		38,200
Research and development - related party		-		-		-		-		10,850
Travel		-		-		-		-		11,112
Total operating expenses		10,994		280,490		15,244		286,695		704,048
Other income (expenses)
Interest expense		-		-		-		-		(2,699)
Forgiveness of debt		-		-		-		-		27,768
Total other income (expenses)		-		-		-		-		25,069
Net loss before income taxes		(10,994)		(280,490)		(15,244)		(286,695)		(678,979)
Provision for income taxes		-		-		-		-		-
Net loss	$	(10,994)	$	(280,490)	$	(15,244)	$	(286,695)	$	(678,979)
Weighted average common shares outstanding – basic and diluted		12,500,000		5,591,569		12,500,000		3,280,820
Loss per common share – basic and diluted	$	(0.00)	$	(0.05)	$	(0.00)	$	(0.09)

See accompanying notes to condensed financial statements.

5

NORTHSIGHT CAPITAL, INC.

(A Development Stage Company)

CONDENSED STATEMENTS OF CASH FLOWS

 (Unaudited)

		For the Six Months Ended June 30,				From Inception  (May 21, 2008) Through June 30, 2012
		2012		2011
Cash Flows From Operating Activities
Net loss	$	(15,244)	$	(286,695)	$	(678,979)
Adjustments to reconcile net loss to net cash used
in operating activities:
Gain on forgiveness of debt		-		-		(27,768)
Shares issued for services		-		-		10,000
Corporate expenses paid by shareholders		16,210		10,934		41,836
Warrants issued for payment of services		-		-		10,900
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		(966)		(2,739)		82,802
Accounts payable - related party		-		-		90,427
Interest payable - related party		-		-		2,699
Net Cash Used in Operating Activities		-		(278,500)		(468,083)
Cash Flows From Financing Activities
Proceeds from sale of common stock, net of offering costs		-		278,500		336,000
Proceeds from donated capital		-		-		121,994
Proceeds from notes payable		-		-		65,000
Payments to notes payable		-		-		(55,000)
Proceeds from notes payable - related party		-		-		29,340
Payments to notes payable - related party		-		-		(29,251)
Net Cash Provided by Financing Activities		-		278,500		468,083
Net Change In Cash		-		-		-
Beginning Cash Balance		-		-		-
Ending Cash Balance	$	-	$	-	$	-
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	$	-	$	-	$	-
Cash paid for income taxes	$	-	$	-	$	-
Non-Cash Activities
Conversion of debt to equity	$	-	$	16,681	$	26,681
Forgiveness of debt by principal owner credited to  additional paid in capital	$	-	$	-	$	93,215
Subscription receivable from parent company	$	-	$	-	$	50,000

See accompanying notes to condensed financial statements. 

6

NORTHSIGHT CAPITAL, INC.

(A Development Stage Company)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

June 30, 2012

NOTE 1 BASIS OF PRESENTATION

The accompanying financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The interim financial statements reflect all adjustments, consisting of normal recurring adjustments which, in the opinion of management, are necessary to present a fair statement of the results for the period.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011. The results of operations for the three and six month period ended June 30, 2012, are not necessarily indicative of the operating results for the full year.

NOTE 2 LIQUIDITY/GOING CONCERN

The Company does not have assets, nor has it established operations, and has accumulated losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. It is the intent of the Company to seek a merger with an existing, well-capitalized operating company. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 3 RELATED PARTY TRANSACTIONS

During the six month period ended June 30, 2012, Safe Communications, Inc. (“SAFE”), Northsight Capital’s parent company, paid $16,210 on behalf of the Company in payment of Company operating expenses, consisting primarily of professional and other fees related to being a public company.   These payments were treated as a contribution by Safe to the capital of the Company.  

NOTE 4 - RECENT ACCOUNTING PRONOUNCEMENTS

The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows.  Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-looking Statements

Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following: general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.

Accordingly, results actually achieved may differ materially from expected results in these statements.  Forward-looking statements speak only as of the date they are made.  We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Plan of Operations

Our Company’s plan of operation for the next 12 months is to: (i)  consider a possible acquisition of going concern, including the possibility of engaging in a transaction with our parent company, (ii) adopt a business plan for any acquired business, and (iii) upon completion of an acquisition and funding, to commence the business operations  of the acquired business.

During the next 12 months, provided we do not complete an acquisition during such period, our only foreseeable cash requirements will relate to maintaining our good standing as a corporation in our state of organization; the payment of our Securities and Exchange Commission and the Exchange Act reporting filing expenses, including associated legal and accounting fees; and costs incident to reviewing or investigating any potential business venture.  We may have to raise additional funds during the next 12 months to fund our basic operating expenses.

Our common stock is currently quoted on the Over-the-Counter Bulletin Board (OTCBB) under the symbol NCAP.OB.

Results of Operations

Three Months Ended June 30, 2012 Compared to Three Months Ended June 30, 2011

We had no operations during the quarterly period ended June 30, 2012, nor do we have operations as of the date of this filing. We reported no sales during the three month periods ended June 30, 2012 and 2011. For the three months ended June 30, 2012 and 2011, we incurred operating expenses of approximately $10,994 and $280,000, respectively, a decrease of approximately $270,000.  The approximate $270,000 decrease in operating expenses was due to a $250,000 decrease in consulting and indemnification expense and an approximate $20,000 decrease in professional fees.  For the three months ended June 30, 2012 and 2011, the Company reported a net loss of $10,994 and $280,490, respectively, a decrease of approximately $270,000.  

Six Months Ended June 30, 2012 Compared to Six Months Ended June 30, 2011

We had no operations during the six month period ended June 30, 2012, nor do we have operations as of the date of this filing. We reported no sales during the six month periods ended June 30, 2012 and 2011. For the six months ended June 30, 2012 and 2011, we incurred operating expenses of approximately $15,244 and $287,000, respectively, a decrease of approximately $272,000.  The approximate $272,000 decrease in operating expenses was due to a $250,000 decrease in consulting and indemnification expense and an approximate $21,000 decrease in professional fees.  For the six months ended June 30, 2012 and 2011, the Company reported a net loss of approximately $15,000 and $287,000, respectively, a decrease of approximately $272,000.  

Liquidity and Capital Requirements

We have no cash or cash equivalents on hand. If additional funds are required, such funds may be provided by our parent company or we may raise funds from third parties, either in the form of debt or equity.  During the six month period ended June 30, 2012, SAFE paid our expenses of $16,210 (consisting of outside professional and other fees for services rendered on behalf of the Company).  These payments by SAFE were treated as a contribution by SAFE to our capital.  

Off-balance Sheet Arrangements

None.

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Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Not required.

Item 4.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the Securities and Exchange Commission, and that such information is accumulated and communicated to management, including the President and Secretary, to allow timely decisions regarding required disclosures.

Under the supervision and with the participation of our management, including our President and Treasurer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act).  Based upon that evaluation, our President and Treasurer concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

During the fiscal quarter covered by this Quarterly Report, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

9

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Not required.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None; not applicable.

Item 4. [Removed and Reserved]

Item 5. Other Information

10

Item 6. Exhibits

(a) Exhibits

Exhibit Number	Identification of Exhibit
3.1	Articles of Incorporation(1)
2	Bylaws(1)
4.1	Common Stock Purchase Warrant issued to Safe Communications, Inc. (2)
10.2	Common Stock Purchase Agreement dated as of May 27, 2011, by and between the Company, Safe Communications, Inc. and certain shareholders of the Company (3)
10.3	Principal Shareholders Agreement, dated as of May 27, 2011, by and between the Company and certain shareholders of the Company (4)
31	Certification of Principal Executive and Principal Financial Officer as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002*
32	Certification of Principal Executive and Principal Financial Officer pursuant to 18 U.S.C section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

(1)	Filed as Exhibits to our Form S-1 Registration Statement on July 11, 2008 and incorporated herein by reference.
(2)	Filed as an Exhibit 4.1 to our Form 10Q filed November 21, 2011 and incorporated herein by reference.
(3)	Filed as an Exhibit 10.1 to our Current Report on Form 8-K Filed on July 2, 2011 and incorporated herein by reference.
(4)	Filed as an Exhibit 10.2 to our Current Report on Form 8-K Filed on July 2, 2011 and incorporated herein by reference.
	*Filed herewith ** Furnished, not filed

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

NORTHSIGHT CAPITAL, INC.

(Issuer)

Date:	08/17/12	By:	/s/John P. Venners
			John P. Venners, President and Director(Principal executive and financial officer)

11

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John P. Venners, certify that:

1.

I have reviewed this Quarterly Report on Form 10-Q of Northsight Capital, Inc. (the “Registrant”);

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.

The Registrant other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the Registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.

The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions);

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date:	08/17/12	By:	/s/John P. Venners
			John P. Venners President, Treasurer  and Director
			Northsight Capital, Inc. (Principal Executive and Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Northsight Capital, Inc. (the “Registrant”) on Form 10-Q for the quarter ending June 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), I, John P. Venners,  President, Secretary, Treasurer and Director of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Quarterly Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and result of operations of the Registrant.

Date:	08/17/12	By:	/s/John P. Venners
			John P. Venners
			President, Treasurer  and Director
			Northsight Capital, Inc. (Principal Executive and Principal Financial Officer)