10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

  X .

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

For the quarterly period ended September 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 November 15, 2014
Common Capital Voting Stock, $0.001 par value per share	103,269,196 shares

Explanatory Note

The sole purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q (the "Form 10-Q") of Northsight Capital, Inc. for the quarterly period ended September 30, 2014, filed with the Securities and Exchange Commission on November 19, 2014, is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.  Exhibit 101 to the Form 10-Q provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).

No other changes have been made to the Form 10-Q.  This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

2

PART II - OTHER INFORMATION

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 (7)
10.6	Agreement with John Bluher, CEO, dated August 13, 2014 (7)
31	Certification of Principal Executive and Principal Financial Officer as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002 (7)
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 (7)

⁽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

⁽⁷⁾

Filed as Exhibits to our Form 10-Q filed on November 19, 2014 and incorporated herein by referenced

101.INS **	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document.

**Filed with this report in accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

3

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:	November 26, 2014	By:	/s/John Bluher
			John Bluher, CEO

4

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Company payments (Details) (USD $)	3 Months Ended	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2014
Company payments Details
Company paid an aggregate amount to Company's controlling shareholder	$ 0	$ 166,350
Company also paid a cash finder's fee	0	25,000
Company paid accrued a finder's fee	0	25,000
Company paid a total amount to Kuboo, Inc	121,000	124,500
Company recognized rent expense	13,500	20,500
Company paid salary and consulting expenses	95,500	105,500
Company had a payable to Kuboo, Inc for rent, consulting fees and contract labor.	$ 0	$ 48,726

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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

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WEB DEVELOPMENT COSTS AND DOMAIN NAMES ASSETS

9 Months Ended

Sep. 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 nine months ended September 30, 2014, the Company capitalized $238,828 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 $211,438 incurred in connection with the purchase of rights for certain internet domain names, during the nine months ended September 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 $79,980 which is included in general and administrative expenses during the nine months ended September 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. The assets were put into service on September 30, 2014 and amortization will begin on October 1, 2014.   Therefore, the Company has recorded no amortization during the nine months ended September 30, 2014.

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Cancellation and Other share (Details) (USD $)	May 31, 2014	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 entered into an asset purchase agreement to acquire cannabis-related internet domain names.	7,500
Cannabis-related internet domain names in exchange for million shares of the Company's restricted common stock and other considerations	78,500,000

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EQUITY (Details) (USD $)	3 Months Ended
	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014
Share Details
Company sold shares of common stock	5,458,000	400,000	2,426,000
Cash proceeds of common stock	$ 1,364,500	$ 100,000	$ 592,750
Company incurred finders fee	114,000	5,500	24,450
Company 's net of private placement costs	0	0	13,750
Company has satisfied through the issuance of shares common stock	27,500	22,000	97,800
Company also received from the exercise of outstanding Warrants	105,000	90,000	0
Outstanding Warrants to purchase shares of common stock at an Exercise price of 0.20 per share	525,000	450,000	0
Value of the Shares which are issued	61,500	0	0
Company issued no of shares of common stock	186,000	0	0
Remaining balance included in accounts payable and accured liablilities	$ 25,000	$ 0	$ 0

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Company's share (Details) (USD $)	Sep. 25, 2014	Aug. 31, 2014	Aug. 15, 2014
Share details from August to september
Ms. Park agreed, in exchange for payment from the Company	$ 75,500
Company's sale of an aggregate shares of common stock	3,775,000
Company acquired shares of its common stock		400,000	200,000
Company acquired 200,000 shares of its common stock value from an investor			50,000
Originally Purchased shares of common stock		150,000	400,000
Chief Executive Officer, John Bluher common stock valued at		980,000
Bonus shares Earned were		250,000
Company's majority shareholder gifted an aggregate of shares common stock	2,200,000
Shares gifted to John Venners (CEO)	2,000,000
Shares gifted to John Gorman (Share holder)	100,000
Shares gifted to Lauren Barth (Employee)	100,000
Company recognized expense of	4,599,000
Related party consulting expense	$ 219,000

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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	0.20	0.5
Expired /Cancelled	0	0.20	0
Exercised	(450,000)	0.20	0
Outstanding Balance at Sep. 30, 2014	775,000	0.00	0
Exercisable , at Sep. 30, 2014	775,000	0.00	0

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RECENT ACCOUNTING PRONOUNCEMENTS

9 Months Ended

Sep. 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.

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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

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CONDENSED BALANCE SHEETS (Unaudited) (USD $)	Sep. 30, 2014	Dec. 31, 2013
ASSETS
Cash	$ 816,623	$ 0
Prepaid expenses	53,500	0
Total Current Assets	870,123	0
Property and equipment, net of $-661- depreciation	8,374	0
Web Development Costs, net of $-0- amortization	238,828	0
Domain Registrations, net of $-0- amortization	211,438	0
Total Assets	1,328,763	0
Accounts payable and accrued expenses	26,975	61,730
Accounts payable and accrued expenses - related party	92,726	0
Total Current Liabilities	119,701	61,730
Commitments and Contingencies
Preferred stock - 10,000,000 shares authorized having a par value of $.001 per share; 0 shares issued and outstanding at September 30, 2014 and December 31, 2013 , respectively	0	0
Common stock - 200,000,000 shares authorized having a par value of $.001 per share; 103,019,196 and 12,500,000 shares issued and outstanding as of September 30, 2014 and December 31, 2013, respectively	103,019	12,500
Subscription receivable	0	(50,000)
Additional paid-in capital	9,413,000	717,419
Accumulated deficit during the development stage	(8,306,957)	(741,649)
Total Stockholders' Equity (Deficit)	1,209,062	(61,730)
Total Liabilities and Stockholders' Equity (Deficit)	$ 1,328,763	$ 0

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ORGANIZATION AND BASIS OF PRESENTATION

9 Months Ended

Sep. 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. Kuboo, Inc. continues to be a significant stockholder of the Company.  John Bluher, a director of Kuboo, Inc., is our Chief Executive Officer (“CEO”) and member of our board of directors.  John Venners, a director of Kuboo, Inc., and also sits on our board of directors.  See Note 10 - Related Party Transactions.

The Company’s principal business is to provide a wide variety of online directories for a broad range of businesses engaged in the lawful sale and distribution of cannabis and hemp related products. The following constitute the Company’s major product categories:  a monthly listing in one or more of the Company’s online directories, paid advertising in one or more of the Company’s online directories and leasing to customers one or more Internet domain names for the customer’s exclusive use.

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 nine month periods ended September 30, 2014, are not necessarily indicative of the operating results for the full year.

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SUBSEQUENT EVENTS (Details) (USD $)	Nov. 30, 2014	Oct. 31, 2014
SUBSEQUENT EVENTS Details
Company made payments	$ 30,000	$ 90,500
Consulting services and contract labor included reimbursements	$ 16,000	$ 15,000

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WEB DEVELOPMENT COSTS (Details) (USD $)	9 Months Ended
	Sep. 30, 2014
WEB DEVELOPMENT COSTS Details
Company capitalized towards the development of a website	$ 238,828
The Company also capitalized towards the purchase of rights for internet domain names	211,438
The Company recorded website development expenses	$ 79,480

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Depreciation (Details) (USD $)	9 Months Ended
	Sep. 30, 2014
Depreciation Expenses of property expenses
The company recorded depreciation expense	$ 661

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Liquidity and Going Concern

9 Months Ended

Sep. 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 $8,306,957 and has had negative cash flows from operating activities of $1,272,688 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. During the nine months ended September 30, 2014 the Company raised approximately $2.2 million in capital through the sale of its common stock and exercise of warrants.  The Company has cash available for the payment of less than two months of operating expenses. Management plans to (i) raise additional capital as soon as possible, to fund continued operations of the Company and (ii) eventually to generate profits from operations.

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 will 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.

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BALANCE SHEETS PARENTHETICALS (Unaudited) (USD $)	Sep. 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	103,019,196	12,500,000
Common Stock, shares outstanding	103,019,196	12,500,000
Net Depreciation of property and plant	$ 661	$ 0
Net amortization of web development cost	0	0
Net amortization of Domain Registration	$ 0	$ 0

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Subsequent Events

9 Months Ended

Sep. 30, 2014

Subsequent Events:

Subsequent Events

NOTE 12 – SUBSEQUENT EVENTS

In October and November 2014 the Company made payments totaling $90,500 and $30,000, respectively, to Kuboo, Inc. for reimbursement of accrued expenses, comprised of rent, consulting fees and contract labor.

On November 19, 2014, the Company and HR Baer Consulting, LLC, a company owned by the spouse of the Company’s majority shareholder, terminated their agreement dated May 30, 2014, effective as of September 1, 2014.  The Company’s reimbursement payments to Kuboo, Inc. for consulting services and contract labor included reimbursements of $15,000 and $16,000 for September and October 2014, respectively, for marketing services rendered by Mr. Baer through Kuboo, Inc.

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Document and Entity Information	9 Months Ended
	Sep. 30, 2014	Nov. 15, 2014
Document and Entity Information:
Entity Registrant Name	NORTHSIGHT CAPITAL, INC.
Document Type	10-Q
Document Period End Date	Sep. 30, 2014
Amendment Flag	false
Entity Central Index Key	0001439397
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		103,269,196
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	Q3

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Property and equipment consisted of the following(TABLE)

9 Months Ended

Sep. 30, 2014

Property and equipment consisted of the following

Property and equipment consisted of the following

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

	As of September 30, 2014		As of December 31, 2013		Estimated Useful Life
Furniture and equipment		9,035		-	3 years
Total		9,035		-
Less: Accumulated depreciation		(661)		-
	$	8,374	$	-

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CONDENSED STATEMENTS OF OPERATIONS (Unaudited) (USD $)	3 Months Ended		9 Months Ended		76 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014
Revenues:
Revenues	$ 0	$ 0	$ 0	$ 0	$ 0
General administrative	545,467	269	682,124	1,948	748,126
Settlement Expense	0	0	932,500	0	932,500
Business plan development - related party	0	0	0	0	10,000
Consulting expense - related party	4,637,500	0	464,700	0	5,027,350
Executive compensation	1,040,500	0	1,046,500	0	1,051,600
Professional fees	125,837	8,086	220,172	27,910	469,776
Rent - related party	13,500	0	20,500	0	58,700
Research and development - related party	0	0	0	0	10,850
Travel	9,025	0	16,441	0	27,553
Total operating expenses	6,371,829	8,355	7,565,237	29,858	8,336,455
Loss from operations	(6,371,829)	(8,355)	(7,565,237)	(29,858)	(8,336,455)
Interest expense	2,671	0	(71)	0	(2,770)
Forgiveness of debt	0	0	0	0	32,268
Total Other Income (Expense)	2,671	0	(71)	0	29,498
Net Loss	$ (6,369,158)	$ (8,355)	$ (7,565,308)	$ (29,858)	$ (8,306,957)
Outstanding - Basic and Diluted	99,308,727	12,500,000	52,449,487	12,500,000	0
Loss per Common Share - Basic and Diluted	$ (0.06)	$ (0.01)	$ (0.14)	$ (0.01)	$ 0.00

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NOTES PAYABLE RELATED PARTY

9 Months Ended

Sep. 30, 2014

NOTES PAYABLE RELATED PARTY

NOTES PAYABLE RELATED PARTY

NOTE 7 – 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 originally bears interest at the rate of 3.25% per annum and the first $100,000 of which was payable as follows: upon the Company’s receipt of an aggregate of $1,000,000 in funding (whether debt or equity), $100,000 was payable 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 11 - Commitments and Contingencies).

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. Thereafter, Kae Yong Park waived the requirement that the Company pay the $100,000 due under the Amended and Restated Note until August 25, 2014, at which time it was paid.  The Company has recaptured all previously recorded interest expense related to the note in the current quarter.

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY

9 Months Ended

Sep. 30, 2014

ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY

ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY

NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY

At September 30, 2014, related party accounts payable and accrued expenses consisted of $48,726 of accrued rent, consulting fees and contract labor due to Kuboo, Inc., a significant shareholder and related party, 100,000 shares of common stock valued at $25,000 ($0.25 per share) due as a finder’s fee to John Bluher (our CEO) and $19,000 due to Kae Park (our majority shareholder) for consulting fees.

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PROPERTY AND EQUIPMENT (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Furniture and equipment details
Furniture and equipment	$ 9,035
Total furniture and equipment net	9,035
Less: Accumulated depreciation	(661)
Net total of Furniture and euqipment	$ 8,374
Estimated useful life in years	3	3

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Company's outstanding stock warrants(TABLE)

9 Months Ended

Sep. 30, 2014

Company's outstanding stock warrants

Company's outstanding stock warrants

A summary of the status of the Company’s outstanding stock warrants as of September 30, 2014 and changes during the nine 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	400,000		.20	0.05
Expired/Cancelled	(650,000)		.20	-
Exercised	(975,000)		.20	-
Outstanding, September 30, 2014	-	$	-	-
Exercisable, September 30, 2014	-	$	-	-

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RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2014

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 10 – RELATED PARTY TRANSACTIONS

Effective May 2, 2014, the Company entered into an asset purchase agreement with Kae Park (the “Seller”), who became a related party upon the closing of the acquisition, which occurred 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 represented approximately 81% of the Company’s issued and outstanding common stock upon the closing;

(b)

Issued to the Seller a promissory note in the principal amount of $500,000. The note originally bore interest at the rate of 3.25% per annum and was payable as follows: upon the Company’s receipt of an aggregate of $1,000,000 in funding (whether debt or equity), $100,000 was to be paid, and the Company was required to 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 is 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.

On July 25, 2014, the Company amended and restated the promissory note 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. Thereafter, Kae Yong Park waived the requirement that the Company pay the $100,000 due under the Amended and Restated Note, until August 25, 2014, at which point such $100,000 was paid.

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 1500 square feet of space on a month-to-month basis. The monthly rent for this facility is $4,500. This is an arrangement under which the landlord pays taxes, utilities and maintenance and repairs. The monthly rent also includes internet, and a shared conference room and employee lounge area.

In connection with certain capital raises, as a further inducement to the purchasers, the Company entered into an agreement as of September 25, 2014 with Kae Yong Park, pursuant to which Ms. Park agreed, in exchange for payment from the Company of $75,500 (or $0.02 per share), to transfer to each purchaser of the Company’s securities that number of shares of common stock equal to the number of shares the purchaser purchased directly from the Company. The purchasers did not pay Ms. Park any additional consideration for these transfers. Consequently, in connection with the Company’s sale of an aggregate 3,775,000 shares of common stock, Ms. Park transferred an aggregate of 3,775,000 shares of common stock to the purchasers in the offerings.

During the nine months ended September 30, 2014, the Company paid an aggregate of $166,350 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.  

The Company also paid a cash finder’s fee of $25,000 and accrued a finder’s fee or $25,000 payable in 100,000 shares of the Company’s common stock to its CEO, John Bluher, for services rendered in conjunction with its capital raise.

During the three and nine months ended September 30, 2014, the Company paid a total of $121,000 and $124,500, respectively to Kuboo, Inc. as payment for rent as well as its portion of salaries/consulting fees related to its use of certain Kuboo employees and consultants, one of whom is John Venners, a director, and one of whom is Howard Baer, the spouse of our controlling shareholder.  Payments made to Kuboo, Inc. during the three months ended September 30, 2014 included reimbursements to Kuboo, Inc. for consulting services rendered by Howard Baer, the spouse of the Company’s majority shareholder of $15,000 and John Venners, one of the Company’s directors of $10,000.  During these same time periods the Company recognized rent expense of 13,500 and 20,500 and salary and consulting expenses of 95,500 and 105,500, respectively.  At September 30, 2014, the Company had a payable to Kuboo, Inc. of $48,726 for rent, consulting fees and contract labor.

On September 16, 2014, the Company paid $10,000 to Energy Plus, LLC, a company owned by John Venners, one of the Company’s directors, for consulting services rendered during July and August 2014.

On September 3, 2014, the Company’s controlling shareholder, Kae Yong Park, gifted an aggregate 2,100,000 shares to two related parties of the Company as follows: 2,000,000 shares to John Venners, one of the Company’s directors and the President and CEO of Kuboo, Inc (a significant shareholder) and 100,000 shares to John Gorman, an employee and former director of the Company.  The Company recorded a non-cash expense of $4,599,000 ($2.19 per share) for the fair value of the shares given which is included in consulting expense – related party on the condensed statement of operations.

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EQUITY

9 Months Ended

Sep. 30, 2014

EQUITY

EQUITY

NOTE 8 - EQUITY

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.

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 private placement costs 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.

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.  During this time period, Company also 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.

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 non-cash settlement expense of $932,500 in connection with this transaction.

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 10 – Related Party Transactions).

During the three months ended September 30, 2014, the Company sold 5,458,000 shares of its common stock for $1,364,500 in gross cash proceeds. The Company incurred a finder’s fees of $114,000, which the company has satisfied as follows: $27,500 in cash, $61,500 through the issuance of 186,000 shares of common stock, with remaining $25,000 included on the balance sheet under accounts payable and accrued liabilities - related party pending the issuance of 100,000 shares.  During this time period, the Company also received $105,000 from the exercise of outstanding warrants to purchase 525,000 shares of common stock, at an exercise price of $.20 per share.

In connection with the sale of 3,250,000 shares of common stock at $0.25 per share for gross proceeds of 812,500 and the exercise of 525,000 warrants with an exercise price of $0.20 per share for gross proceeds of $105,000, as a further inducement to the purchasers, the Company entered into an agreement as of September 25, 2014 with Kae Yong Park, the Company’s controlling shareholder, pursuant to which Ms. Park agreed, in exchange for payment from the Company of $75,500 (or $0.02 per share), to transfer to each purchaser of the Company’s securities that number of shares of common stock equal to the number of shares the purchaser purchased directly from the Company. The purchasers did not pay Ms. Park any consideration for these transfers. Consequently, in connection with the Company’s sale of an aggregate 3,775,000 shares of common stock, Ms. Park transferred an aggregate of 3,775,000 shares of common stock to the purchasers in the offerings. The company has accounted for this transaction as a purchase of treasury stock followed by the immediate reissuance of the acquired shares for no consideration.

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.

In August 2014, the Company issued an aggregate of 400,000 shares of common stock valued at $980,000 to its Chief Executive Officer, John Bluher, pursuant to his employment letter, of which 150,000 shares were a signing bonus and 250,000 were earned in accordance with his agreement.

In September 2014, Kae Yong Park, the Company’s majority shareholder gifted an aggregate of 2,200,000 shares of common stock to certain persons who are employees or otherwise related to the Company.  The shares gifted were as follows:  2,000,000 shares to John Venners, one of our directors who is also the President and CEO of Kuboo, Inc, (one of our significant shareholders), 100,000 shares to John Gorman, one of our employees and a former director, and 100,000 shares to Lauren Barth, an employee of the Kuboo, Inc. who provides contract labor to the Company through Kuboo, Inc.  The Company recognized expense of $4,599,000 and $219,000 ($2.19 per share) for the fair market value of these shares as (i) related party consulting expense and (ii) general contract labor, respectively.

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WARRANTS

9 Months Ended

Sep. 30, 2014

WARRANTS:

WARRANTS

NOTE 9 – WARRANTS

At September 30, 2014, all pre-existing warrants outstanding have expired. These warrants had 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 and were subsequently transferred to certain investors.

On September 9, 2014, the company granted 400,000 warrants with an exercise price of $0.20 to an investor.  These warrants were immediately exercised upon receipt.

A summary of the status of the Company’s outstanding stock warrants as of September 30, 2014 and changes during the nine 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	400,000		.20	0.05
Expired/Cancelled	(650,000)		.20	-
Exercised	(975,000)		.20	-
Outstanding, September 30, 2014	-	$	-	-
Exercisable, September 30, 2014	-	$	-	-

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2014

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 11 – 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 10 - 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 original note bore interest at the rate of 3.25% per annum and was payable as follows: upon the Company’s receipt of an aggregate of $1,000,000 in funding (whether debt or equity), $100,000 was 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.

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. Thereafter, Kae Yong Park waived the requirement that the Company pay the $100,000 due under the Amended and Restated Note until August 25, 2014, at which time it was paid.  

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 $3,500, 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)

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COMMITMENTS AND CONTINGENCIES (Details) (USD $)	Aug. 13, 2014	Jul. 25, 2014	Jun. 23, 2014	May 31, 2014
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
Company amended and restated its promissory note in the principal amount owing to Kae Yong		500,000
Installment payment due under the Note		100,000
John Bluher became CEO of the Company. His agreement with the Company calls for a base salary	25,000
Non-accountable monthly expense allowance	$ 3,500

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LIQUIDITY/GOING CONCERN (Details) (USD $)	May 22, 2008
Going concern details
The Company is a development stage enterprise and has accumulated losses	$ 8,306,957
Company had negative cash flows from operating activities	1,272,688
The Company recently raised capital through the sale of its common stock and exercise of warrants in millions	$ 22,000,000

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Kae Yong Park (Details) (USD $)	Jul. 25, 2014
Kae Yong Park share holder details
Company amended and restated its promissory note in the principal amount owing to Kae Yong Park	$ 500,000
First installament payment due	100,000
Kae Yong Park agreed to waive all interest due over the term of the note. Thereafter, Kae Yong Park waived the requirement that the Company pay the due	$ 100,000

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CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (USD $)	9 Months Ended		76 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014
Cash Flows From Operating Activities
Net loss	$ (7,565,308)	$ (29,858)	$ (8,306,957)
Depreciation of property and equipment	661	0	661
Gain on forgiveness of debt	0	0	(32,268)
Stock issued for release	932,500	0	932,500
Shares issued for executive compensation	980,000	0	980,000
Stock issued for consulting	4,599,000	0	4,599,000
Stock issued for contract labor	219,000	0	219,000
Shares issued for services	0	0	10,000
Corporate expenses paid by shareholders	71	27,096	97,881
Warrants issued for payment of services	0	0	10,900
Prepaid expenses	(53,500)	2,363	(53,500)
Accounts payable and accrued expenses	15,245	399	109,243
Accounts payable - related party	67,726	0	158,153
Interest payable - related party	0	0	2,699
Net Cash Used In Operating Activities	(804,605)	0	(1,272,688)
Purchase of property and equipment	(9,035)	0	(9,035)
Purchase of web development costs	(238,828)	0	(238,828)
Purchase of domain registrations	(180,159)	0	(180,159)
Net Cash Used In Investing Activities	(428,022)	0	(428,022)
Proceeds from sale of common stock, net of offering costs	2,224,750	0	2,560,750
Proceeds from donated capital	0	0	121,994
Proceeds from notes payable	0	0	65,000
Payments on notes payable	0	0	(55,000)
Payments for stock repurchase (see Note 8)	(75,500)	0	(75,500)
Proceeds from notes payable - related party	0	0	29,340
Payments to notes payable - related party	(100,000)	0	(129,251)
Net Cash Provided by Financing Activities	2,049,250	0	2,517,333
Net Increase In Cash	816,623	0	816,623
Cash, Beginning of Period	0	0	0
Cash, End of Period	816,623	0	816,623
Cash paid for interest	0	0	0
Cash paid for income taxes	0	0	0
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
Finder's fees settled with stock	91,450	0	91,450
Subscriptions receivable - related party	50,000	0	50,000
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

9 Months Ended

Sep. 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 September 30, 2014 and December 31, 2013:

	As of September 30, 2014		As of December 31, 2013		Estimated Useful Life
Furniture and equipment		9,035		-	3 years
Total		9,035		-
Less: Accumulated depreciation		(661)		-
	$	8,374	$	-

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 $661 during the nine months ended September 30, 2014.

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Related party - Accounts payable and Accured Expenses (Details) (USD $)	Sep. 30, 2014
Related party - Accounts payable and Accured Expenses Details
Related party accounts payable and accrued expenses consisted of accured rent	$ 48,726
100,000 shares of common stock valued at (per share 0.25)	25,000
Finder's fee to John Bluher due to Kae Park (our majority shareholder) for consulting fees.	$ 19,000

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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%