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, 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 incorporation or organization)	(I.R.S. Employer I.D. No.)

	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 . No  X .

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 14, 2014
Common Capital Voting Stock, $0.001 par value per share	98,178,196 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.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

June 30, 2014

C O N T E N T S

Condensed Balance Sheets	3
Condensed Statements of Operations	4
Condensed Statements of Cash Flows	5
Notes to Unaudited Condensed Financial Statements	6

2

NORTHSIGHT CAPITAL, INC.

(A Development Stage Company)

CONDENSED BALANCE SHEETS

	June 30, 2014
	(unaudited)		December 31, 2013
ASSETS
Current Assets
Cash	$	258,175	$	-
Prepaid expenses		22,000		-
Total Current Assets		280,175		-
Property and equipment, net of $-210- depreciation		4,005		-
Web Development Costs, net of $-0- amortization		105,000		-
Domain Registrations, net of $-0- amortization		180,544		-
Total Assets	$	569,724	$	-
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued expenses	$	15,220	$	61,730
Accounts payable and accrued expenses – related party		35,784		-
Notes payable - related party		100,000		-
Total Current Liabilities		151,004		61,730
Commitments and Contingencies
Stockholders' Equity (Deficit)
Preferred stock - 10,000,000 shares authorized having a par value of $.001 per share; 0 shares issued and outstanding (see Note 11)		-		-
Common stock - 200,000,000 shares authorized having a par value of
$.001 per share; 96,450,196 and 12,500,000 shares issued and
outstanding as of June 30, 2014 and December 31, 2013, respectively		96,450		12,500
Subscription receivable		(20,000)		(50,000)
Additional paid-in capital		2,280,069		717,419
Accumulated deficit during the development stage		(1,937,799)		(741,649)
Total Stockholders' Equity (Deficit)		418,720		(61,730)
Total Liabilities and Stockholders' Equity (Deficit)	$	569,724	$	-

See accompanying notes to condensed financial statements.

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NORTHSIGHT CAPITAL, INC.

(A Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

									From Inception
									(May 21, 2008)
	For the Three Months Ended				For the Six Months Ended				Through
	June 30,		June 30,		June 30,		June 30,		June 30,
	2014		2013		2014		2013		2014
Revenues	$	-	$	-	$	-	$	-	$	-
Operating Expenses:
General administrative		101,534		497		109,668		1,679		175,670
Settlement Expense		932,500		-		932,500		-		932,500
Business plan development - related party		-		-		-		-		10,000
Consulting expense - related party		9,500		-		9,500		-		389,850
Executive compensation		6,000		-		6,000		-		11,100
Professional fees		88,676		8,421		121,324		19,824		370,928
Rent - related party		7,000		-		7,000		-		45,200
Research and development - related party		-		-		-		-		10,850
Travel		3,486		-		7,416		-		18,528
Total operating expenses		1,148,696		8,918		1,193,408		21,503		1,964,626
Loss from operations		(1,148,696)		(8,918)		(1,193,408)		(21,503)		(1,964,626)
Other Income (Expense)
Interest expense		(2,671)		-		(2,742)		-		(5,441)
Forgiveness of debt		-		-		-		-		32,268
Total Other Income (Expense)		(2,671)		-		(2,742)		-		26,827
Net Loss	$	(1,151,367)	$	(8,918)	$	(1,196,150)	$	(21,503)	$	(1,937,799)
Weighted Average Number of Common Shares
Outstanding - Basic and Diluted	44,113,549		12,500,000		28,631,530		12,500,000
Loss per Common Share - Basic and Diluted	$	(0.03)	$	(0.01)	$	(0.04)	$	(0.01)

See accompanying notes to condensed financial statements.

4

NORTHSIGHT CAPITAL, INC.

(A Development Stage Company)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

					From Inception
					(May 21, 2008)
					Through
	Six Months Ended June 30,				June 30,
		2014	2013		2014
Cash Flows From Operating Activities
Net loss	$	(1,196,150)	$	(21,503)	$	(1,937,799)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation of property and equipment		210		-		210
Gain on forgiveness of debt		-		-		(32,268)
Stock issued for release		932,500		-		932,500
Shares issued for services		-		-		10,000
Corporate expenses paid by shareholders		71		17,252		97,881
Warrants issued for payment of services		-		-		10,900
Changes in operating assets and liabilities:
Prepaid expenses		(22,000)		2,363		(22,000)
Accounts payable and accrued expenses		(16,560)		1,888		77,438
Accounts payable - related party		63,113		-		153,540
Interest payable - related party		2,671		-		5,370
Net Cash Used In Operating Activities		(236,145)		-		(704,228)
Cash Flows From Investing Activities
Purchase of property and equipment		(4,215)		-		(4,215)
Purchase of web development costs		(105,000)		-		(105,000)
Purchase of domain registrations		(149,265)		-		(149,265)
Net Cash Used In Investing Activities		(258,480)		-		(258,480)
Cash Flows From Financing Activities
Proceeds from sale of common stock, net of offering costs		752,800		-		1,088,800
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		752,800		-		1,220,883
Net Increase In Cash		258,175		-		258,175
Cash, Beginning of Period		-		-		-
Cash, End of Period	$	258,175	$	-	$	258,175
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	$	-	$	-	$	-
Cash paid for income taxes	$	-	$	-	$	-
Non-Cash Activities
Issuance of common stock for domain names	$	31,279	$	-	$	31,279
Issuance of note payable for domain names	$	100,000	$	-	$	100,000
Cancellation of shares returned to company	$	1,676	$	-	$	1,676
Finders fees settled with stock	$	29,950	$	-	$	29,950
Subscriptions receivable – related party	$	30,000	$	-	$	30,000
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

See accompanying notes to condensed financial statements.

5

NORTHSIGHT CAPITAL, INC.

(A Development Stage Company)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

June 30, 2014

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

Northsight Capital Inc. (“Northsight” or “the Company”) is a development stage company incorporated in the State of Nevada on May 21, 2008. In May, 2011, Safe Communications, Inc. (n/k/a Kuboo, Inc.) acquired 80% of the Company’s issued and outstanding common stock, and, as a result became its parent company. On June 25, 2014, the Company completed the acquisition of approximately 7500 cannabis related Internet domain names, in exchange for which the Company issued 78.5 million shares of its common stock and a promissory note in the principal amount of $500,000. As a result of this transaction, the seller of the domain names became an 81% stockholder of the Company. See Note 9 - Related Party Transactions.

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 and six month periods ended June 30, 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 losses of $1,937,799 and has had negative cash flows from operating activities of $704,228 since inception (May 2008). 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

On June 10, 2014, the Financial Accounting Standards Board (FASB) issued a new accounting standard that reduces some of the disclosure and reporting requirements for development stage entities. The change will be effective for interim and annual reporting periods beginning after December 15, 2014. As of such date, among other things, development stage entities will no longer be required to report inception-to-date information.

6

NOTE 4 – WEB DEVELOPMENT COSTS AND DOMAIN NAMES ASSETS

In accordance with ASC 350.50, during the six months ended June 30, 2014, the Company capitalized $105,000 towards the development of a website on which third parties can advertise the sale and distribution of cannabis related products and services: an online “yellow pages.” The Company also capitalized $180,544 towards the purchase of rights for internet domain names, during the six months ended June 30, 2014. The Company does not intend to engage in the sale or distribution of marijuana or related products. The Company recorded website development expenses of $79,480 which is included in general and administrative expenses during the six months ended June 30, 2014.

The Company amortizes these assets over their related useful lives (approximately 1 to 5 years), using a straight-line basis. Assets are reviewed for impairment whenever events or changes in circumstances exist that indicate the carrying amount of an asset may not be recoverable, or at least annually. Measurement of the amount of impairment, if any, is based upon the difference between the asset's carrying value and estimated fair value. Fair value is determined through various valuation techniques, including market and income approaches as considered necessary. As of the date of these financial statements, the assets have not been put into service. Therefore, the Company recorded no amortization during the six months ended June 30, 2014.

NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at June 30, 2014 and December 31, 2013:

	As of June 30, 2014		As of December 31, 2013		Estimated Useful Life
Furniture and equipment		4,215		-	3 years
Total		4,215		-
Less: Accumulated depreciation		(210)		-
	$	4,005	$	-

The Company records depreciation expense on a straight-line basis over the estimated life of the related asset (approximately 3 years). The company recorded depreciation expense of $210 for the six months ended June 30, 2014.

NOTE 6 – NOTES PAYABLE RELATED PARTY

On June 23, 2014, the Company issued a $500,000 promissory note in conjunction with the purchase of approximately 7,500 cannabis-related internet domain names. The note bears interest at the rate of 3.25% per annum and is 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 to the note holder. The remaining $400,000 is payable 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. Since the $400,000 represents a contingency, such amount has not been recorded as debt (see Note 10 - Commitments and Contingencies). The Company incurred interest expense of $2,671 on the note during the three ended June 30, 2014. The note was amended and restated on July 25, 2014. See Note 11 - Subsequent Events.

NOTE 7 - 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. 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.

During the three months ended June 30, 2014, the Company sold 400,000 shares of its common stock for $100,000 in gross cash proceeds. The Company incurred a finder’s fee of $5,500, which the company has satisfied through the issuance of 22,000 shares of common stock.

Effective, April 9, 2014, certain shareholders of the Company surrendered to the Company for cancellation 1,675,604 shares of the Company’s common stock in accordance with the April 2014 Agreement described in the Company’s Current Report on Form 8-K filed with the Commission April 15, 2014.

7

On April 14, 2014, the Company issued an aggregate of 3,730,000 restricted shares of its common stock to the shareholders of NCAP Security Systems, Inc. (other than Kuboo, Inc., its parent company), in cancellation of 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. The Company recorded settlement expense of $932,500 in connection with this transaction.

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 May 2014, the Company entered into an asset purchase agreement to acquire approximately 7,500 cannabis-related internet domain names in exchange for 78.5 million shares of the Company’s restricted common stock and other considerations (see Note 9 – Related Party Transactions).

NOTE 8 – WARRANTS

At June 30, 2014, there were 775,000 warrants outstanding to purchase a like number of shares of the Company’s common stock at an exercise price of $0.20 per share. These warrants have a term of three years and were issued in connection with the payment of certain Company expenses by Kuboo during the quarter ended September 30, 2011. These warrants are no longer held by Kuboo, as they were subsequently transferred to certain investors.

A summary of the status of the Company’s outstanding stock warrants as of June 30, 2014 and changes during the six month period then ended is presented below:

	Warrants	Weighted Average Exercise Price		Weighted Remaining Contractual Life
Outstanding, December 31, 2013	1,225,000	$	.20	0.75
Granted	-		-	-
Expired/Cancelled	-		-	-
Exercised	(450,000)		.20	-
Outstanding, June 30, 2014	775,000	$	.20	0.25
Exercisable, June 30, 2014	775,000	$	.20	0.25

NOTE 9 – RELATED PARTY TRANSACTIONS

Effective May 2, 2014, the Company entered into an asset purchase agreement with Kae Park (the “Seller”), a related party. The acquisition was closed on June 23, 2014.

Under this agreement, the Company agreed to acquire approximately 7,500 cannabis related Internet domain names, in exchange for which, the Company:

(a) Issued to the Seller on the closing date 78.5 million shares of the Company’s restricted common stock which represents approximately 81% of the Company’s issued and outstanding common stock;

(b) Issued to the Seller a promissory note in the principal amount of $500,000. The note bears interest at the rate of 3.25% per annum and is 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) Is obligated to pay a monthly royalty to the Seller equal to the product of (i) six percent (6%) and (ii) the excess of the Company’s gross monthly revenue over $150,000 (“Royalty Payment”). The Royalty Payment shall be payable for a period of thirty six months from and after the first month in which the Company has gross revenues in excess of $150,000.

8

The above referenced Promissory Note was amended and restated on July 25, 2014, see Note 11 - Subsequent Events.

In addition, the Seller is required to provide such consulting services as the Company may require during the twelve month period following the closing of the acquisition. In consideration for these services, the Company is required to pay the Seller $9,500 per month, for a period of twelve months, commencing on the closing date and, on the first of each month thereafter.

The Company is headquartered in Scottsdale, Arizona where it rents space from Kuboo, Inc., its former parent company and a significant shareholder. Currently, the Company is renting approximately 1,150 square feet of space on a month-to-month basis. The monthly rent for this facility is $3,500. This is an arrangement under which the landlord pays taxes, utilities and maintenance and repairs. The monthly rent also includes internet, a receptionist, and a shared conference room and employee lounge area.

During the quarter ended June 30, 2014, the Company paid an aggregate of $59,525 to the spouse of the Company’s controlling shareholder, Kae Yong Park, in consideration for the purchase of cannabis related internet domain names and related services rendered.

NOTE 10 – COMMITMENTS AND CONTINGENCIES

In May 2014, The Company entered into an asset purchase agreement pursuant to which it agreed to pay the seller $9,500 per month for a period of 12 months, for consulting services to be provided. This agreement also requires, the Company to pay a monthly royalty equal to six percent of gross monthly revenues over $150,000. The royalty payment is 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 (see Note 9 - Related Party Transactions).

On June 23, 2014, the Company issued a $500,000 promissory note in conjunction with the purchase of approximately 7,500 cannabis-related internet domain names. The note bears interest at the rate of 3.25% per annum and is payable as follows: upon the Company’s receipt of an aggregate of $1,000,000 in funding (whether debt or equity), $100,000 is required to be paid. The remaining $400,000 is payable 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. Since the $400,000 represents a contingency, such amount has not been recorded as debt.

The note was amended and restated on July 25, 2014. See Note 11 - Subsequent Events.

NOTE 11 - SUBSEQUENT EVENTS

On July 25, 2014, the Company amended and restated its promissory note in the principal amount of $500,000 owing to Kae Yong Park (the Company’s majority shareholder) to provide that it would make the first $100,000 installment payment due under the Note on July 25, 2014 (earlier than required), in exchange for which Kae Yong Park agreed to waive all interest due over the term of the note. Kae Yong Park has waived the requirement that the Company pay the $100,000 due under the Amended and Restated Note, until August 25, 2014.

Since June 30, 2014, the Company sold an additional 1,928,000 shares of common stock at a per-share price of $0.25, for aggregate consideration of $482,000.

On July 21, 2014, the Company amended its Certificate of Incorporation to increase the number of its authorized shares from 100,000,000 to 200,000,000. The Company also eliminated its authorized preferred shares.

On August 13, 2014, John Bluher became CEO of the Company. His agreement with the Company calls for a base salary of $25,000 per month, a non-accountable monthly expense allowance of $2,500, the issuance of 400,000 shares of Company common stock upon becoming CEO, and the issuance of an additional 750,000 shares of common stock in three equal installments of 250,000 each on October 1, 2014, January 1, 2015 and April 1 2015 (see Exhibit 10.6)

On August 15, 2014, the Company acquired 200,000 shares of its common stock for $50,000 (the original purchase price) from an investor who originally purchased 400,000 shares of common stock on July 21, 2014. The Company has canceled the shares and returned them to the status of authorized but unissued shares.

9

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. We have since significantly expanded our operating related activities. Since March, 2014, we have raised capital of $1,121,000, hired employees, and entered into various agreements, including developing our website. We have also completed the acquisition of approximately 7,500 cannabis related internet domain names from Kae Yong Park. On August 13, 2014, we hired a new CEO.

Our plan of operation in the near term is to (i) complete the development and launch of our primary website (weeddepot.com) and (ii) continue to expand our business operations. As noted above, during the current year, we raised an aggregate of $1,171,000 from the sale of our common stock.

During the next 12 months, we expect that our cash requirements will increase significantly as we continue to expand our business operations. 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, 2014 compared to Three Months Ended June 30, 2013

We reported no sales during the three month periods ended June 30 and 2014 and 2013. For the three months ended June 30, 2014 and 2013 we incurred operating expenses of $1,148,696 and $8,918, respectively, an increase of approximately $1,140,000. Approximately $933,000 of this increase was due to non-cash stock based settlement expenses related to the Company’s issuance of 3,730,000 shares of common stock in cancellation of an equal number of shares in NCAP Security Systems, Inc. Of the remaining increase of approximately $207,000, approximately $79,000 was due to increased web development expense and approximately $128,000 was due primarily to increased professional fees of $80,000 and other general and administrative expenses. For the three months ended June 30, 2014 and 2013, the Company reported a net loss of $1,151,367 and $8,918, respectively, a change of approximately $1,142,000 due mainly to one time settlement expenses and web development costs. We expect our ordinary operating activities and expenses to continue to increase substantially in the coming quarters, as we continue to ramp up our business activity.

10

Six Months Ended June, 2014 compared to Six Months Ended June 30, 2013

We reported no sales during the six month periods ended June 30 and 2014 and 2013. For the six months ended June 30, 2014 and 2013 we incurred operating expenses of $1,193,408 and $21,503, respectively, an increase of approximately $1,172,000. Approximately $933,000 of this increase was due to non-cash stock based settlement expenses related to the Company’s issuance of 3,730,000 shares of common stock in cancellation of an equal number of shares in NCAP Security Systems, Inc. Of the remaining increase of approximately $239,000, approximately $79,000 was due to increased web development expense and approximately $160,000 was due primarily to increased professional fees of $100,000 and other general and administrative expenses. For the six months ended June 30, 2014 and 2013, the Company reported a net loss of $1,196,150 and $21,503, respectively, a change of approximately $1,174,000 due mainly to one time settlement expenses and web development costs. We expect our ordinary operating activities and expenses to continue to increase substantially in the coming quarters, as we continue to ramp up our business activity.

Liquidity and Capital Requirements

As we continue to expand our business operations, our monthly operating cash requirements will increase significantly in the coming quarters, as compared to the prior two quarters. During the three months ended June 30, 2014, our operating activities used $192,645 in cash (or approximately $64,200 per month). We expect our operating activities to consume an increasing amount of cash as we continue to ramp up our operating activities.

As of August 14, 2014, we had approximately $552,000 in cash on hand. We believe that these funds should be sufficient to enable us to fund our business operations through the remainder of calendar 2014. If we are not able to generate positive operating cash flows in the near term , then we will likely need to raise additional funds during the latter part of 2014. If additional funds are required, we may raise funds from third parties, either in the form of debt or equity.

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. See Note 2 to the Financial Statements - Liquidity/Going Concern

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.

11

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. Subsequent to June 30, 2014, we hired a financial controller (part-time) to oversee our books and records, as well as our 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

Previously reported on Form 8-K Current Reports.

Item 3. Defaults upon Senior Securities

None; not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

12

Item 6. Exhibits

(a) Exhibits

Identification of Exhibit

3.1	Articles of Incorporation, as amended*
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 (5)
10.4	Asset Purchase Agreement between the Company and Kae Park, dated May 2, 2014 (6)
10.5	Amended and Restated Promissory Note issued to Kae Yong Park July 25, 2014*
10.6	Agreement with John Bluher, CEO, dated August 13, 2014*
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 Exhibit 4.1 to our Form 10-Q filed November 21, 2011 and incorporated herein by reference.

(3) Filed as Exhibit 10.1 to our Current Report on Form 8-K filed on June 2, 2011 and incorporated herein by reference.

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

(5) Filed as Exhibit 10.3 to our Form 10-Q filed May 20, 2014 and Incorporated herein by reference.

(6) Filed as 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

13

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:	August 19, 2014	By:	/s/John Bluher
			John Bluher, CEO

14

EX-3.1

EXHIBIT 3.1

EX-10.5

EXHIBIT 10.5

FIRST AMENDED AND RESTATED

PROMISSORY NOTE

Scottsdale, Arizona

July 23, 2014

Explanatory Note:

This First Amended and Restated Promissory Note, dated July 23, 2014, amends and restates in its entirety that certain promissory note dated as of June 23, 2014 (“Original Note”) issued by Maker (defined below) to Holder (defined below). This Amended and Restated Promissory Note supersedes in its entirety the Original Note.

FOR VALUE RECEIVED, the undersigned, Northsight Capital, Inc., a Nevada Corporation with a business address of 7740 E. Evans Road, Scottsdale, AZ 85260 (hereinafter referred to as the “Maker”), hereby promises to pay to the order of Kae Park, an individual with a mailing address of PO Box 14110, Scottsdale, AZ, 85267 (“Holder”), the sum of FIVE HUNDRED THOUSAND DOLLARS ($500,000). This Note arises under that certain asset purchase agreement of even date between Holder and Maker under which the Maker acquired approximately 7500 domain names from the Holder for consideration that included the delivery of a promissory note in the principal amount of $500,000 (the Original Note). Concurrent with the execution hereof, the Maker has paid to the Holder the sum of $100,000, leaving a principal balance as of the date hereof of $400,000.

Principal due hereunder shall be payable as follows: the remaining balance of $400,000 shall be paid in thirty-six equal monthly installments, commencing on the fifteenth day following the first month Maker realizes at least $150,000 in gross revenue; provided however, that in any case, the entire balance of outstanding principal and other fees and charges shall be due and payable upon an earlier Event of Default (as defined below)(“Maturity Date”). There shall be no prepayment penalty.

The unpaid principal balance from time to time outstanding under this note shall be non-interest bearing.

Each of the following shall constitute an “Event of Default” hereunder: (i) Maker’s failure to make any payment when due hereunder; (ii) with respect to Maker, the commencement of an action seeking relief under federal or state bankruptcy or insolvency statutes or similar laws, or seeking the appointment of a receiver, trustee or custodian for Maker or all or part of its assets, or the commencement of an involuntary proceeding against Maker under federal or state bankruptcy or insolvency statues or similar laws, which involuntary proceeding is not dismissed or stayed within thirty (30) days; or (iii) if Maker makes an assignment for the benefit of creditors. If an Events of Default occurs, the obligations under this note shall become immediately due and payable without notice or demand.

Maker agrees to pay all reasonable costs and expenses, including, without limitation, reasonable attorneys’ fees and expenses incurred, or which may be incurred, by Holder in connection with the enforcement and collection of this note. Such costs and expenses shall be payable upon demand for the same and until so paid shall be added to the principal amount of the note.

Maker hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this note, and assent to extensions of the time of payment or forbearance or other indulgence without notice. No delay or omission of Holder in exercising any right or remedy hereunder shall constitute a waiver of any such right or remedy. Acceptance by Holder of any payment after demand shall not be deemed a waiver of such demand. A waiver on one occasion shall not operate as a bar to or waiver of any such right or remedy on any future occasion.

This instrument, together with the Asset Purchase Agreement between Maker and Holder dated the date hereof contains the entire agreement among Maker and Holder with respect to the transactions contemplated hereby, and supersedes all negotiations, presentations, warranties, commitments, offers, contracts and writings prior to the date hereof relating to the subject matter hereof. This instrument may be amended, modified, waived, discharged or terminated only by a writing signed by Maker and accepted in writing by Holder.

This instrument shall be governed by Nevada law, without regard to the conflict of laws provisions thereof. For purposes of any action or proceeding involving this note, Maker hereby expressly submits to the jurisdiction of all federal and state courts located in the State of Arizona and consents to any order, process, notice of motion or other application to or by any of said courts or a judge thereof being served within or without such court’s jurisdiction by registered mail or by personal service, provided a reasonable time for appearance is allowed (but not less than the time otherwise afforded by any law or rule), and waives any right to contest the appropriateness of any action brought in any such court based upon lack of personal jurisdiction, improper venue or forum non conveniens.

This First Amended and Restated Promissory Note shall inure to the benefit of Holder’s successors and assigns.

Executed as an instrument under seal, as of the date first above written.

MAKER:

WITNESS:

Northsight Capital, Inc.

/s/Kaylee Corbell/

/s/John Gorman

Witness

By: John Gorman, President

Print Name: Kaylee Corbell

2

EX-10.6

EXHIBIT 10.6

Endion Capital, L.L.C.

AGREEMENT FOR EMPLOYMENT

JOHN H. BLUHER

August 13, 2014

John R. Gorman, President,  Northsight Capital, Inc.

7740 East Evans Road

Scottsdale, AZ  85260

Mr. Gorman:

You and I recently sat down and discussed the need for Northsight Capital, Inc (the company) to have a full time CEO.  We have agreed to a one year contract for me to come into NCAP as CEO and build the company.  Either of us can terminate this contract for any reason upon thirty days written notice. The role we discussed was for me to take on the responsibility as a strategic CEO, managing the accounting department and insuring filings are made and signing SEC disclosure and 404 filings as needed.  My primary role is to manage the business and the staff as the company grows. I will also come in and assist with the corporate organization, corporate governance and SoX compliance.  I also work directly with the CFO (once hired) to organize the Board, put the Board Comp package together and put the executive contracts and compensation system in place that will meet NASDAQ governance standards.  In addition, I assist with the placement of the company D&O program and insure the D&O package matches the business, and the risk, so that the executives and directors have appropriate protection.  Finally, I work with the executive team to put in place a company omnibus incentive and stock option program with forms of award and a public company program for granting shares or options to employees. Along with this, I manage the comp expert and work with the Founder to develop a world class organization and content delivery platform for the cannabis industry.

As part of my services, I also provide editing and drafting on the legal documents and filings the company will be submitting. These advisory and consulting services have proven to be critical to

John R. Gorman

Page 2,

August 13 2014

companies that go through the exchange listing process. I will run the business to grow it quickly  and reduces the amount of time and expense from the outside legal counsel.

John H. Bluher

Endion Capital, LLC

PO Box 1369 Edwards, CO 81632

jbluher@endioncapital.com

303-618-0902

These services have proven to be of tremendous value to the Company.  I will be paid as a full time employee as follows:

1.

$25,000 per month before taxes and deductions--paid bi-monthly on the 1^st and 15^th.

2.

150,000 shares of NCAP to be issued at signing, and 50,000 of which are to be registered in the next S-1 filing.

3.

1,000,000 shares of NCAP as follows:

a.

250,000 issued at signing

b.

250,000 issued on October 1, 2014

c.

250,000 issued on January 1, 2015

d.

250,000 issued on April 1, 2015

4.

If during the first 120 days from July 15, 2014, John is terminated for any reason other than  reasonable cause, he will still own 500,000 shares, whether vested or unvested.

5.

After 120 days if John is terminated for any reason other than reasonable  cause, the full 1 million shares will vest immediately.

6.

$2500 in expenses per month

7.

John will be added to the bank accounts as a signatory and will be issued a corporate credit card for incidentals and business expenses.

All unissued shares will be issued immediately should the company be acquired or merge.

This Contract may be amended and altered during the year as discussed and agreed by the parties.

Agreement is signed on August 13, 2014.  

Best regards,

/s/John Bluher/

John H. Bluher

Agreed: /s/John Gorman

John R. Gorman, President

John H. Bluher

Endion Capital, LLC

PO Box 1369 Edwards, CO 81632

jbluher@endioncapital.com

303-618-0902

EX-31

EXHIBIT 31

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John Bluher, 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’s 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 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:	August 19, 2014	By:	/s/John Bluher
			John Bluher, CEO
			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 June 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), I, John Bluher, CEO 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:	August 19, 2014	By:	/s/John Bluher
			John Bluher, CEO
			Northsight Capital, Inc. (Principal Executive and Principal Financial Officer)

XML

Interest expense (Details) (USD $)	3 Months Ended
	Jun. 30, 2014
Interest expense details
Interest expense on notes payable	$ 2,671

XML

WEB DEVELOPMENT COSTS AND DOMAIN NAMES ASSETS

6 Months Ended

Jun. 30, 2014

WEB DEVELOPMENT COSTS AND DOMAIN NAMES ASSETS

WEB DEVELOPMENT COSTS AND DOMAIN NAMES ASSETS

NOTE 4 – WEB DEVELOPMENT COSTS AND DOMAIN NAMES ASSETS

In accordance with ASC 350.50, during the six months ended June 30, 2014, the Company capitalized $105,000 towards the development of a website on which third parties can advertise the sale and distribution of cannabis related products and services: an online “yellow pages.” The Company also capitalized $180,544 towards the purchase of rights for internet domain names, during the six months ended June 30, 2014. The Company does not intend to engage in the sale or distribution of marijuana or related products. The Company recorded website development expenses of $79,480 which is included in general and administrative expenses during the six months ended June 30, 2014.

The Company amortizes these assets over their related useful lives (approximately 1 to 5 years), using a straight-line basis. Assets are reviewed for impairment whenever events or changes in circumstances exist that indicate the carrying amount of an asset may not be recoverable, or at least annually. Measurement of the amount of impairment, if any, is based upon the difference between the asset's carrying value and estimated fair value. Fair value is determined through various valuation techniques, including market and income approaches as considered necessary. As of the date of these financial statements, the assets have not been put into service. Therefore, the Company recorded no amortization during the six months ended June 30, 2014.

XML

Outstanding stock warrants (Details)	Warrants	Weighted Average Exercise price	Weighted Remaining Contractual life
Outstanding Balance at Dec. 31, 2013	1,225,000	0.20	0.75
Granted	0
Expired /Cancelled	0
Exercised	(450,000)	0.20	0
Outstanding Balance at Jun. 30, 2014	775,000	0.20	0.25
Exercisable at Jun. 30, 2014	775,000	0.20	0.25

XML

WARRANTS (Details) (USD $)	Jun. 30, 2014
Warrants details
Number of warrants outstanding	775,000
Common stock price per share	$ 0.20

XML

RELATED PARTY TRANSACTIONS (Details) (USD $)	Jun. 23, 2014
Related party transaction details
Issued to the Seller on the closing date million shares	78.5
Issued to the Seller a promissory note in the principal amount	$ 500,000
The note bears interest	3.25%
Company's receipt of an aggregate	1,000,000
Debt Equity paid amount	100,000
Company shall pay the remaining balance amount	400,000
Company realizes amount	150,000
Company is required to pay the Seller per months,	9,500
The monthly rent for this facility	$ 3,500

XML

COMMITMENTS AND CONTINGENCIES (Details) (USD $)	Jun. 23, 2014	May 31, 2011
COMMITMENTS AND CONTINGENCIES Details
Co agree to pay seller as per agreement		$ 9,500
Gross monthly revenue		150,000
Company gross revenues are in excess		150,000
Promissory note issued by the company	500,000
Promissory note interest	3.25%
Company in receipt of amount	1,000,000
Euqity fund amount	100,000
Least gross revenue	150,000
In 36 months payable amount	400,000
Contigency amount of company	$ 400,000

XML

RECENT ACCOUNTING PRONOUNCEMENTS

6 Months Ended

Jun. 30, 2014

RECENT ACCOUNTING PRONOUNCEMENTS

RECENT ACCOUNTING PRONOUNCEMENTS

NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS

On June 10, 2014, the Financial Accounting Standards Board (FASB) issued a new accounting standard that reduces some of the disclosure and reporting requirements for development stage entities. The change will be effective for interim and annual reporting periods beginning after December 15, 2014. As of such date, among other things, development stage entities will no longer be required to report inception-to-date information.

XML

SUBSEQUENT EVENTS (Details) (USD $)	Aug. 15, 2014	Aug. 13, 2014	Jul. 25, 2014	Jul. 21, 2014	Jun. 30, 2014
SUBSEQUENT EVENTS Details
Company amended and restated its promissory note in the principal amount			$ 500,000
First installment payment			100,000
Kae Yong Park has waived the requirement that the Company pay the due			100,000
Company sold an additional shares					1,928,000
Additional share per share amounted					$ 0.25
Increase the number of its authorized shares from 100,000,000 to				200,000,000
John Bluher became CEO of the Company. His agreement with the Company calls for a base salary		25,000
Non accountable monthly expense		2,500
Issued shares upon becoming CEO		400,000
Issunance additional shares in three installments		750,000
Each installment of shares		250,000
Company acquired shares of common stock	200,000
Common stock original price	$ 50,000
Originally purchased shares	400,000

XML

CONDENSED BALANCE SHEETS (Unaudited) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Current Assets
Cash	$ 258,175	$ 0
Prepaid Expenses	22,000	0
Total Current Assets	280,175	0
Property and equipment, net of $-210- depreciation	4,005
Web Development Costs, net of $-0- amortization	105,000
Domain Registrations, net of $-0- amortization	180,544
Total Assets	569,724	0
Current Liabilities
Accounts payable and accrued expenses	15,220	61,730
Accounts payable and accrued expenses - related party	35,784	0
Notes payable - related party	100,000	0
Total Current Liabilities	151,004	61,730
Commitments and Contingencies	0	0
Stockholders' Equity (Deficit)
Preferred stock - 10,000,000 shares authorized having a par value of $.001 per share; 0 shares issued and outstanding	0	0
Common stock - 200,000,000 shares authorized having a par value of $.001 per share; 96,450,196 and 12,500,000 shares issued and outstanding as of June 30, 2014 and December 31, 2013, respectively	96,450	12,500
Subscription receivable	(20,000)	(50,000)
Additional paid-in capital	2,280,069	717,419
Accumulated deficit during the development stage	(1,937,799)	(741,649)
Total Stockholders' Deficit	418,720	(61,730)
Total Liabilities and Stockholders' Deficit	$ 569,724	$ 0

XML

ORGANIZATION AND BASIS OF PRESENTATION

6 Months Ended

Jun. 30, 2014

ORGANIZATION AND BASIS OF PRESENTATION

ORGANIZATION AND BASIS OF PRESENTATION

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

Northsight Capital Inc. (“Northsight” or “the Company”) is a development stage company incorporated in the State of Nevada on May 21, 2008. In May, 2011, Safe Communications, Inc. (n/k/a Kuboo, Inc.) acquired 80% of the Company’s issued and outstanding common stock, and, as a result became its parent company. On June 25, 2014, the Company completed the acquisition of approximately 7500 cannabis related Internet domain names, in exchange for which the Company issued 78.5 million shares of its common stock and a promissory note in the principal amount of $500,000. As a result of this transaction, the seller of the domain names became an 81% stockholder of the Company. See Note 9 - Related Party Transactions.

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 and six month periods ended June 30, 2014, are not necessarily indicative of the operating results for the full year.

XML

PROPERTY AND EQUIPMENT (Details) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Furniture and equipment details
Furniture and equipment	$ 4,215
Total furniture and equipment net	4,215
Less: Accumulated depreciation	(210)
Net total of Furniture and euqipment	$ 4,005
Estimated useful life in years	3	3

XML

NOTES PAYABLE RELATED PARTY (Details) (USD $)	Jun. 23, 2014
Notes payable related Party details
Company issued a promissory note	$ 500,000
The note bears interest at the rate per annum	3.25%
Company's receipt of an aggregate in funding	100,000
Company paid to the note holder	100,000
Remaining debt is payable in thirty six equal monthly installment	400,000
Company realizes at least in gross revenue	150,000
Contingency amount of the company	$ 400,000

XML

Liquidity and Going Concern

6 Months Ended

Jun. 30, 2014

Liquidity and Going Concern

Liquidity and Going Concern

NOTE 2 – LIQUIDITY/GOING CONCERN

The Company is a development stage enterprise and has accumulated losses of $1,937,799 and has had negative cash flows from operating activities of $704,228 since inception (May 2008). 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.

XML

BALANCE SHEETS PARENTHETICALS (Unaudited) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Parentheticals
Preferred Stock, par value	$ 0.001	$ 0.001
Preferred Stock, shares authorized	10,000,000	10,000,000
Common Stock, par value	$ 0.001	$ 0.001
Common Stock, shares authorized	200,000,000	200,000,000
Common Stock, shares issued	96,450,196	12,500,000
Common Stock, shares outstanding	96,450,196	12,500,000
Net Depreciation of property and plant	$ 210	$ 0
Net amortization of web development cost	0	0
Net amortization of Domain Registration	$ 0	$ 0

XML

Property and equipment consisted of the following(TABLE)

6 Months Ended

Jun. 30, 2014

Property and equipment consisted of the following

Property and equipment consisted of the following

Property and equipment consisted of the following at June 30, 2014 and December 31, 2013:

	As of June 30, 2014		As of December 31, 2013		Estimated Useful Life
Furniture and equipment		4,215		-	3 years
Total		4,215		-
Less: Accumulated depreciation		(210)		-
	$	4,005	$	-

XML

Document and Entity Information	6 Months Ended
	Jun. 30, 2014	Aug. 14, 2014
Document and Entity Information:
Entity Registrant Name	NORTHSIGHT CAPITAL, INC.
Document Type	10-Q
Document Period End Date	Jun. 30, 2014
Amendment Flag	false
Entity Central Index Key	0001439397
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		98,178,196
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q2

XML

Company's outstanding stock warrants(TABLE)

6 Months Ended

Jun. 30, 2014

Company's outstanding stock warrants

Company's outstanding stock warrants

	Warrants	Weighted Average Exercise Price		Weighted Remaining Contractual Life
Outstanding, December 31, 2013	1,225,000	$	.20	0.75
Granted	-		-	-
Expired/Cancelled	-		-	-
Exercised	(450,000)		.20	-
Outstanding, June 30, 2014	775,000	$	.20	0.25
Exercisable, June 30, 2014	775,000	$	.20	0.25

XML

CONDENSED STATEMENTS OF OPERATIONS (Unaudited) (USD $)	3 Months Ended		6 Months Ended		73 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014
Income Statement
Revenues	$ 0	$ 0	$ 0	$ 0	$ 0
Operating Expenses:
General administrative	101,534	497	109,668	1,679	175,670
Settlement Expense	932,500	0	932,500	0	932,500
Business plan development - related party	0	0	0	0	10,000
Consulting expense - related party	9,500	0	9,500	0	389,850
Executive compensation	6,000	0	6,000	0	11,100
Professional fees	88,676	8,421	121,324	19,824	370,928
Rent - related party	7,000	0	7,000	0	45,200
Research and development - related party	0	0	0	0	10,850
Travel	3,486	0	7,416	0	18,528
Total operating expenses	1,148,696	8,918	1,193,408	21,503	1,964,626
Loss from operations	(1,148,696)	(8,918)	1,193,408	(21,503)	(1,964,626)
Other Income (Expenses)
Interest expense	(2,671)	0	(2,742)	0	(5,441)
Forgiveness of debt	0	0	0	0	32,268
Total Other Income (Expenses)	(2,671)	0	(2,742)	0	(26,827)
Net Loss	$ (1,151,367)	$ (8,918)	$ (1,196,150)	$ (21,503)	$ (1,937,799)
Weighted Average Number of Common Share
Outstanding - Basic and Diluted	44,113,549	12,500,000	28,631,530	12,500,000	0
Loss per Common Share - Basic and Diluted	$ (0.03)	$ (0.01)	$ (0.04)	$ (0.01)	$ 0.00

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EQUITY

6 Months Ended

Jun. 30, 2014

EQUITY

EQUITY

NOTE 7 - 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. 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.

During the three months ended June 30, 2014, the Company sold 400,000 shares of its common stock for $100,000 in gross cash proceeds. The Company incurred a finder’s fee of $5,500, which the company has satisfied through the issuance of 22,000 shares of common stock.

Effective, April 9, 2014, certain shareholders of the Company surrendered to the Company for cancellation 1,675,604 shares of the Company’s common stock in accordance with the April 2014 Agreement described in the Company’s Current Report on Form 8-K filed with the Commission April 15, 2014.

On April 14, 2014, the Company issued an aggregate of 3,730,000 restricted shares of its common stock to the shareholders of NCAP Security Systems, Inc. (other than Kuboo, Inc., its parent company), in cancellation of 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. The Company recorded settlement expense of $932,500 in connection with this transaction.

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 May 2014, the Company entered into an asset purchase agreement to acquire approximately 7,500 cannabis-related internet domain names in exchange for 78.5 million shares of the Company’s restricted common stock and other considerations (see Note 9 – Related Party Transactions).

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NOTES PAYABLE RELATED PARTY

6 Months Ended

Jun. 30, 2014

NOTES PAYABLE RELATED PARTY

NOTES PAYABLE RELATED PARTY

NOTE 6 – NOTES PAYABLE RELATED PARTY

On June 23, 2014, the Company issued a $500,000 promissory note in conjunction with the purchase of approximately 7,500 cannabis-related internet domain names. The note bears interest at the rate of 3.25% per annum and is 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 to the note holder. The remaining $400,000 is payable 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. Since the $400,000 represents a contingency, such amount has not been recorded as debt (see Note 10 - Commitments and Contingencies). The Company incurred interest expense of $2,671 on the note during the three ended June 30, 2014. The note was amended and restated on July 25, 2014. See Note 11 - Subsequent Events.

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Depreciation (Details) (USD $)	6 Months Ended
	Jun. 30, 2014
Depreciation Details
Depreciation Expenses	$ 210

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ORGANIZATION AND BASIS OF PRESENTATION (Details) (USD $)	Jun. 25, 2014	May 31, 2011
Northsight Capital Inc details
Safe Communications, Inc acquired company issued and outstanding common stock		80.00%
Company completed the acquisition of approximately cannabis related Internet domain names	7,500
Cannabis related Internet domain names, in exchange for which the Company issued shares of common stock	$ 78,500,000
Company issued a promissory note in the principal amount	$ 500,000
The seller of the domain names became an stockholder of the Company	81.00%

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2014

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 10 – COMMITMENTS AND CONTINGENCIES

In May 2014, The Company entered into an asset purchase agreement pursuant to which it agreed to pay the seller $9,500 per month for a period of 12 months, for consulting services to be provided. This agreement also requires, the Company to pay a monthly royalty equal to six percent of gross monthly revenues over $150,000. The royalty payment is 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 (see Note 9 - Related Party Transactions).

On June 23, 2014, the Company issued a $500,000 promissory note in conjunction with the purchase of approximately 7,500 cannabis-related internet domain names. The note bears interest at the rate of 3.25% per annum and is payable as follows: upon the Company’s receipt of an aggregate of $1,000,000 in funding (whether debt or equity), $100,000 is required to be paid. The remaining $400,000 is payable 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. Since the $400,000 represents a contingency, such amount has not been recorded as debt.

The note was amended and restated on July 25, 2014. See Note 11 - Subsequent Events

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WARRANTS

6 Months Ended

Jun. 30, 2014

WARRANTS:

WARRANTS

NOTE 8 – WARRANTS

At June 30, 2014, there were 775,000 warrants outstanding to purchase a like number of shares of the Company’s common stock at an exercise price of $0.20 per share. These warrants have a term of three years and were issued in connection with the payment of certain Company expenses by Kuboo during the quarter ended September 30, 2011. These warrants are no longer held by Kuboo, as they were subsequently transferred to certain investors.

A summary of the status of the Company’s outstanding stock warrants as of June 30, 2014 and changes during the six month period then ended is presented below:

	Warrants	Weighted Average Exercise Price		Weighted Remaining Contractual Life
Outstanding, December 31, 2013	1,225,000	$	.20	0.75
Granted	-		-	-
Expired/Cancelled	-		-	-
Exercised	(450,000)		.20	-
Outstanding, June 30, 2014	775,000	$	.20	0.25
Exercisable, June 30, 2014	775,000	$	.20	0.25

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RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2014

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 9 – RELATED PARTY TRANSACTIONS

Effective May 2, 2014, the Company entered into an asset purchase agreement with Kae Park (the “Seller”), a related party. The acquisition was closed on June 23, 2014.

Under this agreement, the Company agreed to acquire approximately 7,500 cannabis related Internet domain names, in exchange for which, the Company:

(a) Issued to the Seller on the closing date 78.5 million shares of the Company’s restricted common stock which represents approximately 81% of the Company’s issued and outstanding common stock;

(b) Issued to the Seller a promissory note in the principal amount of $500,000. The note bears interest at the rate of 3.25% per annum and is 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) Is obligated to pay a monthly royalty to the Seller equal to the product of (i) six percent (6%) and (ii) the excess of the Company’s gross monthly revenue over $150,000 (“Royalty Payment”). The Royalty Payment shall be payable for a period of thirty six months from and after the first month in which the Company has gross revenues in excess of $150,000.

The above referenced Promissory Note was amended and restated on July 25, 2014, see Note 11 - Subsequent Events.

In addition, the Seller is required to provide such consulting services as the Company may require during the twelve month period following the closing of the acquisition. In consideration for these services, the Company is required to pay the Seller $9,500 per month, for a period of twelve months, commencing on the closing date and, on the first of each month thereafter.

The Company is headquartered in Scottsdale, Arizona where it rents space from Kuboo, Inc., its former parent company and a significant shareholder. Currently, the Company is renting approximately 1,150 square feet of space on a month-to-month basis. The monthly rent for this facility is $3,500. This is an arrangement under which the landlord pays taxes, utilities and maintenance and repairs. The monthly rent also includes internet, a receptionist, and a shared conference room and employee lounge area.

During the quarter ended June 30, 2014, the Company paid an aggregate of $59,525 to the spouse of the Company’s controlling shareholder, Kae Yong Park, in consideration for the purchase of cannabis related internet domain names and related services rendered.

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Subsequent Events

6 Months Ended

Jun. 30, 2014

Subsequent Events:

Subsequent Events

NOTE 11 - SUBSEQUENT EVENTS

On July 25, 2014, the Company amended and restated its promissory note in the principal amount of $500,000 owing to Kae Yong Park (the Company’s majority shareholder) to provide that it would make the first $100,000 installment payment due under the Note on July 25, 2014 (earlier than required), in exchange for which Kae Yong Park agreed to waive all interest due over the term of the note. Kae Yong Park has waived the requirement that the Company pay the $100,000 due under the Amended and Restated Note, until August 25, 2014.

Since June 30, 2014, the Company sold an additional 1,928,000 shares of common stock at a per-share price of $0.25, for aggregate consideration of $482,000.

On July 21, 2014, the Company amended its Certificate of Incorporation to increase the number of its authorized shares from 100,000,000 to 200,000,000. The Company also eliminated its authorized preferred shares.

On August 13, 2014, John Bluher became CEO of the Company. His agreement with the Company calls for a base salary of $25,000 per month, a non-accountable monthly expense allowance of $2,500, the issuance of 400,000 shares of Company common stock upon becoming CEO, and the issuance of an additional 750,000 shares of common stock in three equal installments of 250,000 each on October 1, 2014, January 1, 2015 and April 1 2015 (see Exhibit 10.6)

On August 15, 2014, the Company acquired 200,000 shares of its common stock for $50,000 (the original purchase price) from an investor who originally purchased 400,000 shares of common stock on July 21, 2014. The Company has canceled the shares and returned them to the status of authorized but unissued shares.

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WEB DEVELOPMENT COSTS (Details) (USD $)	6 Months Ended
	Jun. 30, 2014
WEB DEVELOPMENT COSTS Details
Company capitalized towards the development of a website	$ 105,000
The Company also capitalized towards the purchase of rights for internet domain names	180,544
The Company recorded website development expenses	$ 79,480

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EQUITY (Details) (USD $)	3 Months Ended
	Jun. 30, 2014	Mar. 31, 2014
Share Details
Company sold shares of common stock	400,000	2,426,000
Cash proceeds of common stock	$ 100,000	$ 592,750
Company incurred finders fee	$ 5,500	$ 24,450
Company has satisfied through the issuance of shares common stock	22,000	97,800

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CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (USD $)	6 Months Ended		73 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014
Cash Flows From Operating Activities
Net loss	$ (1,196,150)	$ (21,503)	$ (1,937,799)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of property and equipment	210	0	210
Gain on forgiveness of debt	0	0	(32,268)
Stock issued for release	932,500	0	932,500
Shares issued for services	0	0	10,000
Corporate expenses paid by shareholders	71	17,252	97,881
Warrants issued for payment of services	0	0	10,900
Changes in operating assets and liabilities:
Prepaid expenses	(22,000)	(2,363)	(22,000)
Accounts payable and accrued expenses	(16,560)	1,888	77,438
Accounts payable - related party	63,113	0	153,540
Interest payable - related party	2,671	0	5,370
Net Cash Used In Operating Activities	(236,145)	0	(704,228)
Cash Flows From Investing Activities
Purchase of property and equipment	4,215	0	4,215
Purchase of web development costs	(105,000)	0	(105,000)
Purchase of domain registrations	(149,265)	0	(149,265)
Net Cash Used In Investing Activities	(258,480)	0	(258,480)
Cash Flows From Financing Activities
Proceeds from sale of common stock, net of offering costs	752,800	0	1,088,800
Proceeds from donated capital	0	0	121,994
Proceeds from notes payable	0	0	65,000
Payments on notes payable	0	0	(55,000)
Proceeds from notes payable - related party	0	0	29,340
Payments to notes payable - related party	0	0	(29,251)
Net Cash Provided by Financing Activities	752,800	0	1,220,883
Net Increase (Decrease) In Cash	258,175	0	258,175
Cash, Beginning of Year	0	0	0
Cash, End of Year	258,175	0	258,175
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	0	0	0
Cash paid for income taxes	0	0	0
Non-Cash Activities:
Issuance of common stock for domain names	31,279	0	31,279
Issuance of note payable for domain names	100,000	0	100,000
Cancellation of shares returned to company	1,676	0	1,676
Finders fees settled with stock	29,950	0	29,950
Subscriptions receivable - related party	30,000	0	30,000
Conversion of debt to equity	0	0	26,681
Forgiveness of debt by principal owner credited to additional paid-in capital	0	0	93,215
Subscription receivable from Parent company	$ 0	$ 0	$ 50,000

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PROPERTY AND EQUIPMENT

6 Months Ended

Jun. 30, 2014

Property and equipment consisted of the following

PROPERTY AND EQUIPMENT

NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at June 30, 2014 and December 31, 2013:

	As of June 30, 2014		As of December 31, 2013		Estimated Useful Life
Furniture and equipment		4,215		-	3 years
Total		4,215		-
Less: Accumulated depreciation		(210)		-
	$	4,005	$	-

The Company records depreciation expense on a straight-line basis over the estimated life of the related asset (approximately 3 years). The company recorded depreciation expense of $210 for the six months ended June 30, 2014.

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Cancellation and Other share (Details) (USD $)	Apr. 14, 2014	Apr. 09, 2014
Cancellation and Other share Details
Shareholders of the Company surrendered to the Company for cancellation of shares		1,675,604
Company issued an aggregate of restricted shares of its common stock to the shareholders of NCAP Security Systems	3,730,000
The Company recorded settlement expense	$ 932,500
Company received from the exercise of outstanding warrants to purchase shares	$ 90,000
Outstanding Warrants used to purchase number of shares	450,000
Exercise price per share	$ 0.20

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LIQUIDITY/GOING CONCERN (Details) (USD $)	May 21, 2008
Going concern details
The Company is a development stage enterprise and has accumulated losses	$ 1,937,799
Company had negative cash flows from operating activities	$ 704,228