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 March 31, 2014

 .  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  . 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 May 9, 2014
Common Capital Voting Stock, $0.001 par value per share	17,550,196 shares

2

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.

PART I - FINANCIAL STATEMENTS

Item 1. Financial Statements.

March 31, 2014

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)

		March 31, 2014		December 31, 2013
ASSETS
Current Assets
Cash	$	393,250	$	-
Prepaid expenses		1,145		-
Total Current Assets		394,395		-
Web Development Costs, net of $-0- amortization		75,000		-
Domain Registrations, net of $-0- amortization		81,000		-
Total Assets	$	550,395	$	-
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$	64,087	$	61,730
Total Current Liabilities		64,087		61,730
Total Liabilities		64,087		61,730
Stockholders' Deficit
Preferred stock - 10,000,000 shares authorized having a par value of $.001 per share; 0 shares issued and outstanding		-		-
Common stock - 100,000,000 shares authorized having a par value of $.001 per share; 15,023,800 and       12,500,000 shares issued and outstanding as of March 31, 2014 and December 31, 2013, respectively		15,024		12,500
Subscription receivable		(50,000)		(50,000)
Additional paid-in capital		1,307,716		717,419
Accumulated deficit during the development stage		(786,432)		(741,649)
Total Stockholders' Deficit		486,308		(61,730)
Total Liabilities and Stockholders' Deficit	$	550,395	$	-

See accompanying notes to condensed financial statements.

4

NORTHSIGHT CAPITAL, INC.

(A Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

						From Inception
						(May 21, 2008)
		For the Three Months Ended				Through
		March 31,		March 31,		March 31,
		2014		2013		2014
Revenues	$	-	$	-	$	-
Operating Expenses:
General administrative		12,064		1,182		78,066
Business plan development - related party		-		-		10,000
Consulting expense - related party		-		-		380,350
Executive compensation - related party		-		-		5,100
Professional fees		32,648		11,403		282,252
Rent - related party		-		-		38,200
Research and development - related party		-		-		10,850
Travel		-		-		11,112
Total operating expenses		44,712		12,585		815,930
Other Income (Expense)
Interest expense		(71)		-		(2,770)
Forgiveness of debt		-		-		32,268
Total Other Income (Expense)		(71)		-		29,498
Net Loss Before Income Taxes		(44,783)		(12,585)		(786,432)
Provision for Income Taxes		-		-		-
Net Loss	$	(44,783)	$	(12,585)	$	(786,432)
Weighted Average Number of Common Shares
Outstanding - Basic and Diluted		12,977,489		12,500,000
Loss per Common Share - Basic and Diluted	$	(0.01)	$	(0.01)

See accompanying notes to condensed financial statements.

5

NORTHSIGHT CAPITAL, INC.

(A Development Stage Company)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

						From Inception
						(May 21, 2008)
						Through
		Three Months Ended March 31,				March 31,
		2014		2013		2014
Cash Flows From Operating Activities
Net loss	$	(44,783)	$	(12,585)	$	(786,432)
Adjustments to reconcile net loss to net cash used in
operating activities:
Gain on forgiveness of debt		-		-		(32,268)
Shares issued for services		-		-		10,000
Corporate expenses paid by shareholders		71		10,820		97,881
Warrants issued for payment of services		-		-		10,900
Changes in operating assets and liabilities:
Prepaid expenses		(1,145)		1,182		(1,145)
Accounts payable and accrued expenses		2,357		583		96,355
Accounts payable - related party		-		-		90,427
Interest payable - related party		-		-		2,699
Net Cash Used In Operating Activities		(43,500)		-		(511,583)
Cash Flows From Investing Activities
Purchase of web development costs		(75,000)		-		(81,000)
Purchase of domain registrations		(81,000)		-		(75,000)
Net Cash Used in Investing Activities		(156,000)		-		(156,000)
Cash Flows From Financing Activities
Proceeds from sale of common stock, net of offering costs		592,750		-		928,750
Proceeds from donated capital		-		-		121,994
Proceeds from notes payable		-		-		65,000
Payments on 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		592,750		-		1,060,833
Net Increase In Cash		393,250		-		393,250
Cash, Beginning of Period		-		-		-
Cash, End of Period	$	393,250	$	-	$	393,250
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	$	-	$	-	$	-
Cash paid for income taxes	$	-	$	-	$	-
Non-Cash Activities
Conversion of debt to equity	$	-	$	-	$	26,681
Forgiveness of debt by principal owner credited to additional
paid-in capital	$	-	$	-	$	93,215
Subscription receivable from Parent company	$	-	$	-	$	50,000
Issuance of common stock for Finder’s Fee on common stock sales	$	24,450	$	-	$	24,450

See accompanying notes to condensed financial statements.

6

NORTHSIGHT CAPITAL, INC.

(A Development Stage Company)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

March 31, 2014

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, 2013. The results of operations for the three month period ended March 31, 2014, are not necessarily indicative of the operating results for the full year.

NOTE 2 - LIQUIDITY/GOING CONCERN

The Company is a development stage enterprise and has accumulated operating losses since inception (May 2008) and has had negative cash flows from operating activities since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business.  Since the Company recently raised capital through the sale of equity, the Company has cash available for the payment of operating expenses for the near term. Management plans to fund continued operations of the Company by eventually generating profits from operations and raising sufficient capital through placement of additional shares of its common stock or issuance of debt securities.

In the event the Company does not generate sufficient funds from revenues or financing through the issuance of its common stock or from debt financing, the Company may be unable to fully implement its business plan and pay its obligations as they become due, any of which circumstances would have a material adverse effect on its business prospects, financial condition, and results of operations. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to recover the value of its assets or satisfy its liabilities.

NOTE 3 - 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.

NOTE 4 - WEB DEVELOPMENT COSTS AND DOMAIN NAMES ASSETS

During the three months ended March 31, 2014, the Company incurred $75,000 towards the development of a website on which third parties can advertise the sale or distribution of cannabis related products: an online “yellow pages.”  The Company also incurred $81,000 towards the purchase of rights for internet domain names.   The Company does not intend to engage in the sale or distribution of marijuana or related products.

NOTE 5 - EQUITY

During the three months ended March 31, 2014, the Company sold 2,426,000 shares of its common stock for $592,750 in cash proceeds (net of legal expenses of $13,750). The Company incurred a finder’s fee of $24,450, which the company has satisfied through the issuance of 97,800 shares of common stock.

7

NOTE 6 - SUBSEQUENT EVENTS

In May 2014, the Company entered into an asset purchase agreement to acquire approximately 7,500 cannabis-related internet domain names in exchange for which the Company will:

a)

Issue 78.5 million shares of the Company’s restricted common stock;

b)

Issue a promissory note in the principal of $500,000, which will bear interest at the rate of 3.25% per annum and be payable as follows:  upon the Company’s receipt of an aggregate of $1,000,000 in funding (whether debt or equity), $100,000 shall be paid, and the Company shall pay the remaining balance of $400,000 in thirty-six equal monthly installments, commencing on the fifteenth day following the first month the Company realizes at least $150,000 in gross revenue; and

c)

Pay a monthly royalty equal to the product of (i) six percent (6%) and (ii) the excess of the gross monthly revenue over $150,000.  The royalty payment shall be payable for a period of thirty-six months from and after the first month in which the Company’s gross revenues are in excess of $150,000.

The Company will receive consulting services from the seller of the domain names, for which the Company shall pay the seller $9,500 per month, for a period of twelve months.  The seller is also entitled to “piggyback” registration rights on the next Securities Act registration statement filed by the Company, with respect to eight million shares of common stock being issued to the seller.  The Company shall bear all registration expenses of such piggyback registrations, other than underwriting discounts and commissions and any legal fees incurred by the seller.

In April 2014, the Company entered into an agreement with certain of its shareholders (“Principal Shareholders”) and Kuboo.  By way of background, in May 2011, the Company, Kuboo and the Principal shareholders entered into a Stock Purchase Agreement (“SPA”) and the Company and the Principal Shareholders entered into a Principal Shareholders Agreement (“PSA”).  Under the April 2014 agreement, (i) the Principal Shareholders released the Company and Kuboo from any obligation to pay them an additional $50,000 under the PSA or SPA (or otherwise), (ii) the Company released Kuboo from any obligation under the SPA to pay to the Company the additional $50,000 specified in the SPA, (iii) the Principal Shareholders agreed to surrender 1,675,604 shares of the Company’s common stock to the Company for cancellation (iv) the Principal Shareholders released the Company from any obligation to register the Company’s common stock shares pursuant to section 10.2 of the SPA or otherwise, and (v) the Company agreed to include on a piggyback basis an aggregate of 300,000 shares of common stock on each of the next two Securities Act registration statements the Company files (an aggregate of 600,000 shares of common stock).

Effective, April 9, 2014, the Principal Shareholders surrendered to the Company for cancellation 1,675,604 shares of the Company’s common stock in accordance with the April 2014 Agreement described above.

On April 14, 2014, the Company issued an aggregate of 3,730,000 restricted shares of its common stock solely to “accredited investors,” within the meaning of regulation D under the Securities Act of 1933, as amended. These shares of the Company’s common stock were issued to the shareholders of NCAP Security Systems, Inc. (other than Kuboo, Inc., its parent company), in exchange for an equal number of shares of NCAP Security Systems, Inc. The Company’s common shares were issued in full and complete satisfaction of any and all amounts that could be claimed in relation to the shareholders’ investment in NCAP Security Systems, Inc.  

In April, 2014, the Company received $90,000 from the exercise of outstanding warrants to purchase 450,000 shares of common stock, at an exercise price of $.20 per share.

In April, 2014, the Company paid an additional finder’s fee $5,500, related to its issuances of common stock.  The Company satisfied this fee through the issuance of 22,000 shares of its common stock.

8

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

We commenced limited operations during the quarterly period ended March 31, 2014. Our operating related activities have increased since March 31, 2014. We have raised capital of $592,750 (net of legal expenses of $13,750) during the quarter ended March 31, 2014, hired employees, and entered into various agreements, including to develop our website and to acquire approximately 7,500 internet domain names.

Our plan of operation in the near term is to complete the acquisition of the marijuana related domain names and expand our business operations.  During the quarter ended March 31, 2014, we raised an aggregate of $592,750 (net of legal expenses of $13,750) from the sale of 2,426,000 shares of common stock at a per share price of $0.25.  Subsequent to March 31, 2014, we received an additional $90,000 from the exercise of warrants to purchase 450,000 shares of common stock at a per share price of $0.20. See Note 6 - Subsequent Events to the financial statements included with this Report.

In the event we do not complete the planned acquisition, our plan of operation for the next 12 months is to: (i) consider a possible acquisition of a 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 the planned 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 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 March 31, 2014 to Three Months Ended March 31, 2013

We reported no sales during the three month periods ended March 31, 2014 and 2013. For the three months ended March 31, 2014 and 2013 we incurred operating expenses of $44,712 and $12,585, respectively, an increase of approximately $32,000.  Approximately $21,000 of this increase was caused by increased legal and professional expenses, SEC compliance matters and the negotiation of various Company agreements.  The remaining increase of approximately $11,000 was due to increased SEC filing fees, increased travel expenses and other general and administrative expenses.  For the three months ended March 31, 2014 and 2013, the Company reported a net loss of $44,783 and $12,585, respectively, a change of approximately $32,000.  We expect our operating activities and expenses to continue to increase substantially in the coming quarters, as we continue to ramp up our business activity.

9

Liquidity and Capital Requirements

 As of May 13, 2014, we had approximately $390,000 in cash on hand. We believe that these funds, coupled with operating cash flow we expect to generate during the second half of 2014, should be sufficient to enable us to fund our business operations through the remainder of calendar 2014.  If we do not realize the operating cash flow we are expecting, then we will likely need to raise additional funds during the later part of 2014.  If additional funds are required, we may raise funds from third parties, either in the form of debt or equity.  If we are unable to raise additional required funds, there will be a material adverse effect on our planned business as we will have to scale back the implementation of our business plan.

Off-balance Sheet Arrangements

None.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

Not required.

Item 4.  Controls and Procedures.

Evaluation of Disclosure Controls over 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 Secretary/Treasurer concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls were not effective.  

Changes in Internal Control over Financial Reporting

During the fiscal quarter covered by this Quarterly Report, we hired a CPA as a part-time employee to oversee our books and records, as well as our internal accounting function.  Otherwise, 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.

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. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

10

Item 6. Exhibits

(a) Exhibits

Identification of Exhibit

3.1	Articles of Incorporation(1)
3.2	Bylaws(1)
4.1	Common Stock Purchase Warrant issued to Safe Communications, Inc. (2)
10.1	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)
10.2	Principal Shareholders Agreement, dated as of May 27, 2011, by and between the Company and certain shareholders of the Company (4)
10.3	Agreement between the Company, Kuboo, Inc and the Principal Shareholders, dated as of April 9, 2014*
10.4	Asset Purchase Agreement between the Company and Kae Park, dated May 2, 2014 (5)
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 June 2, 2011 and incorporated herein by reference.

(4) Filed as an Exhibit 10.2 to our Current Report on Form 8-K filed on June 2, 2011 and incorporated herein by reference.

(5) Filed as an Exhibit 4.01 to our Current Report on Form 8-K filed on May 7, 2014 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:	May 20, 2014	By:	/s/John Gorman
			John Gorman, President and Sole  Director

11

EX-10.3

Execution Copy

AGREEMENT

AGREEMENT entered into as of March 18, 2014 among Northsight Capital Inc., a Nevada corporation (the “Company”); Jenson Services, Inc., a Utah corporation, Travis Jenson, Thomas Howells, and Kelly Trimble, being shareholders of the Company  (individually, a “Company Shareholder” and collectively, the “Company Shareholders”); and Kuboo, Inc., a Texas corporation formerly known as Safe Communications, Inc. (“Kuboo”).

RECITALS:

WHEREAS, Kuboo acquired 10,000,000 “restricted” shares of the Company’s common stock, a controlling interest, pursuant to that certain Common Stock Purchase Agreement between the parties hereto dated as of May 26, 2011 (“SPA”).

WHEREAS, the Company and the Company Shareholders entered into a Principal Shareholders Agreement dated May 27, 2011 (“PSA”);

WHEREAS, Under the SPA, Kuboo was required to pay the Company an additional $50,000 in the event that the Company did not meet the conditions specified in Section 2.2 of the Agreement;

WHEREAS, Under the PSA, the Company was required to pay the Company Shareholders such additional $50,000 upon receipt from Kuboo in accordance with Section 1 of the PSA;

WHEREAS, (i) the Company wishes to release Kuboo from its obligation to pay to the Company the additional $50,000 under the SPA and (ii) the Company Shareholders wish to release the Company from any obligation under the PSA to pay the Company Shareholders such additional $50,000;

 WHEREAS, the Company Shareholders are willing to surrender an aggregate of 1,675,604 shares of Company common stock to the Company for cancellation, so that such shares can be returned to the status of authorized but unissued shares;

WHEREAS, although the Company has no legal obligation under this Agreement to file any Registration Statement with respect to any of the shares referenced herein, the Company presently intends to file a Registration Statement on Form S-1 with respect to certain outstanding shares of common stock, and, provided the Company files such a Registration Statement, the Company is willing to register on a piggy back basis on such registration statement an aggregate of 300,000 shares of Company common stock, as described more fully below;

NOW, THEREFORE, in consideration for the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.

Release of $50,000 Payment Obligation.  The Company Shareholders hereby fully release and forever discharge the Company and Kuboo from any obligation under the PSA or SPA (or otherwise) to make an additional $50,000 payment to the Company Shareholders.  

2.

Release of Obligations under SPA.   The Company hereby fully releases and forever discharges Kuboo from any obligation to make the additional $50,000 payment to the Company pursuant to Section 2.2 of the SPA or otherwise.  The Company Shareholders hereby fully release and forever discharge the Company from any obligation to register Company shares pursuant Section 10.2 of the SPA or otherwise.

3.

Share Surrender.  The Company Shareholders shall, upon the execution of this Agreement and for no additional consideration, each surrender to the Company the number of shares of Company common stock set forth opposite their respective names below, with stock powers duly endorsed (with signatures medallion guaranteed) in favor of the Company:

Jenson Services, Inc.

600,778 shares

Thomas J. Howells

233,111 shares

Travis T. Jenson

258,111 shares

Kelly Trimble

583,604 shares

Total

1,675,604 shares

Page 1

Execution Copy

Certificates (along with stock powers with signatures medallion guaranteed) evidencing the shares to be surrendered shall be delivered to the Company’s counsel (The Nossiff Law Firm, LLP, 300 Brickstone Sq., St. 201, Andover, MA, 01810). Company counsel will provide any particular instructions required by the transfer agent to Leonard Burningham (counsel to the Company Shareholders) so that the shares can be returned to the status of issued and unauthorized shares.    The Company shall cause any balance certificates to be issued according to instructions given by the surrendering shareholder within 21 days of receipt.  The Company will pay applicable transfer agent fees.

The 1,675,604 shares being surrendered hereunder reflects the agreement of the parties that 1,775,604 shares were to be surrendered (leaving the Company shareholders with 500,000 shares) and 100,000 new shares were to have been issued, so that the Company Shareholders would own an aggregate of 600,000 shares.

4.

Registration Rights.

First Registration. The company shareholder(s) listed below shall be entitled to “piggyback” registration rights, on a one time basis, for the number of Company common shares set forth opposite each person’s name (an aggregate of 300,000 shares) on the first 1933 Act registration of the Company’s securities filed on Form S-1 after the date hereof (“First Registration”).

Leonard Burningham

34,500

Thomas J. Howells

93,000

Travis T. Jenson

79,500

Kelly Trimble

93,000

Total:

300,000 shares

Second Registration. In addition, the company shareholder(s) listed below shall also be entitled to “piggyback” registration rights, on a one time basis, for the number of Company common shares set forth opposite each person’s name (an aggregate of 300,000 shares) on any new 1933 Act Registration Statement on Form S-1 filed after the effectiveness of the Registration Statement with respect to the First Registration.  

Leonard Burningham

30,500

Thomas J. Howells

82,000

Travis T. Jenson

70,500

Kelly Trimble

82,000

Wayne Bassham

8,000

Mike Mcguire

13,500

Shelley Schoppe

13,500

Total:

300,000 shares

The Company shall bear all registration expenses of all such piggyback registrations, other than underwriting discounts and commissions and any legal fees incurred by the Company Principal Stockholders.

Page 2

Execution Copy

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as an instrument under seal in multiple counterparts as of the date set forth above by their duly authorized representatives.

NORTHSIGHT CAPITAL, INC

S/John Gorman/                                                 

By:  John Gorman, President

KUBOO, INC.

 S/John Venners/                                                 

By: John P. Venners, President

Dated: 04/09/2014

PRINCIPAL SHAREHOLDERS:

JENSON SERVICES, INC.

S/Thomas Howells/                                               

By: Thomas J. Howells, duly authorized

S/Thomas Howells/                                                

Thomas J. Howells

S/Travis Jenson/                                                     

Travis T. Jenson

S/Kelly Trimble/                                                     

Kelly Trimble

Page 3

EX-31

Exhibit 31

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John Gorman, 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:	May 20, 2014	By:	/s/John Gorman
			John Gorman, President and Sole  Director
			Northsight Capital, Inc. (Principal Executive and Principal Financial Officer)

EX-32

Exhibit 32

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 September 30, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), I, John Gorman, President, 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:	May 20, 2014	By:	/s/John Gorman
			John Gorman, President and Sole  Director
			Northsight Capital, Inc. (Principal Executive and Principal Financial Officer)