10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

  X .

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

For the quarterly period ended March 31, 2016

 .

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 May 16, 2016
Common Capital Voting Stock, $0.001 par value per share	112,761,581 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.

March 31, 2016

C O N T E N T S

Balance Sheets (unaudited)	3
Statements of Operations (unaudited)	4
Statements of Cash Flows (unaudited)	5
Notes to Unaudited Financial Statements	6

2

NORTHSIGHT CAPITAL, INC.

BALANCE SHEETS

	March 31,
	2016		December 31,
	(unaudited)		2015
ASSETS
Current Assets
Cash	$	1,555	$	22,951
Accounts receivable		140		400
Advances to employees		1,930		-
Available for sale securities		165,284		-
Total Current Assets		168,939		23,351
Deposits		131,000		131,000
Property and equipment, net $6,653 and $5,616 depreciation		5,784		6,821
Web Development Costs, net $91,924 and $73,833 amortization		231,237		249,329
Investment in joint venture		-		-
Total Assets	$	536,960	$	410,501
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$	532,129	$	384,631
Accounts payable and accrued expenses – related party		311,410		173,942
Notes payable – related party		1,011,307		949,307
Notes payable		79,900		79,900
Convertible notes payable		50,000		-
Total Current Liabilities		1,984,746		1,587,780
Noncurrent Liabilities
Notes payable – related party		400,000		400,000
Total Liabilities		2,384,746		1,987,780
Commitments and Contingencies		-		-
Stockholders' Deficit
Common stock - 200,000,000 shares authorized having a par value of $.001 per share; 112,761,581 shares issued and outstanding as of March 31, 2016 and December 31, 2015, respectively		112,762		112,762
Subscription payable		62,000		62,000
Additional paid-in capital		17,475,275		16,966,288
Accumulated deficit		(19,488,064)		(18,718,329)
Accumulated other comprehensive loss		(9,760)		-
Total Stockholders' Deficit		(1,847,786)		(1,577,279)
Total Liabilities and Stockholders' Deficit	$	536,960	$	410,501

See accompanying notes to financial statements.

3

NORTHSIGHT CAPITAL, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended
	March 31,		March 31,
	2016		2015
Revenues	$	4,109	$	2,102
Operating Expenses:
General administrative		152,825		314,014
Consulting expense - related party		45,000		102,000
Executive compensation		178,236		407,000
Professional fees		58,079		57,301
Rent - related party		34,500		13,500
Travel		2,327		10,706
Total operating expenses		470,967		904,521
Loss From Operations		(466,858)		(902,419)
Other Income (Expense)
Loss on investments		(300,707)		-
Interest expense		(2,169)		-
Total other income (expense)		(302,876)		-
Net Loss	$	(769,734)	$	(902,419)
Other Comprehensive Loss
Loss on marketable securities		(9,760)		-
Total Comprehensive Loss	$	(779,494)	$	(902,419)
Weighted Average Number of Common Shares
Outstanding - Basic and Diluted	112,761,581		104,760,276
Loss per Common Share - Basic and Diluted	$	(0.01)	$	(0.1)

See accompanying notes to financial statements.

4

NORTHSIGHT CAPITAL, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended March 31,
	2016		2015
Cash Flows From Operating Activities
Net loss	$	(769,734)	$	(902,419)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of property and equipment		1,037		1036
Amortization of web development costs		18,091		13,200
Stock issued for executive compensation		-		252,500
Warrants issued for executive compensation		33,236		-
Loss on investments		300,707		-
Changes in operating assets and liabilities:
Prepaid expenses		-		31,500
Accounts receivable		230		-
Advances to employees		(1,930)		-
Accounts payable and accrued expenses		147,499		186,978
Accounts payable - related party		137,468		75,700
Net Cash Used In Operating Activities		(133,396)		(341,505)
Cash Flows From by Investing Activities		-		-
Cash Flows From Financing Activities
Proceeds from sale of common stock, net of offering costs		-		169,000
Proceeds from convertible notes payable		50,000		-
Proceeds from notes payable – related party		125,000		193,000
Payments on notes payable – related party		(63,000)		(40,000)
Net Cash Provided by Financing Activities		112,000		322,000
Net Decrease In Cash		(21,396)		(19,505)
Cash, Beginning of Period		22,951		20,690
Cash, End of Period	$	1,555	$	1,185
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	$	-	$	-
Cash paid for income taxes	$	-	$	-
Non-Cash Activities
Finders fees settled with stock	$	-	$	15,400
Warrants issued in conjunction with joint venture	$	475,751	$	-
Warrants received in conjunction with joint venture	$	175,044	$	-

See accompanying notes to financial statements.

5

NORTHSIGHT CAPITAL, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

March 31, 2016

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

Northsight Capital Inc. (“Northsight” or “the Company”) is an early 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 7,500 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 Venners, a director of Kuboo, Inc., is our EVP, Operations and also sits on our board of directors.  See Note 13 - 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.

On February 29, 2016, the Company entered into a joint venture agreement with Tumbleweed Holdings, Inc. (“TW”), pursuant to which a newly formed joint venture company is developing an online dating service around the URL, www.jointlovers.com.  The Company and TW own 60% and 40%, respectively, of equity and future earnings of the joint venture company with both party’s consent being required on all major changes and decisions.  We have analyzed our investment in this joint venture and have concluded that our interest gives us joint influence over business actions, board of directors, and its management, and have therefore accounted for our investment using the equity method in accordance with ASC 323.

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, 2015. The results of operations for the three month period ended March 31, 2016, are not necessarily indicative of the operating results for the full year.

NOTE 2 – LIQUIDITY/GOING CONCERN

The Company is an early stage enterprise and has accumulated losses of $19,497,823 and has had consistent negative cash flows from operating activities 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 three months ended March 31, 2016 the Company (i) raised $50,000 in capital through the sale of convertible notes and (ii) received a net $62,000 in loans from its significant shareholder and her spouse.  The Company does not currently have sufficient cash to fund operating expenses. Management plans to (i) raise additional capital as soon as possible, to fund continued operations of the Company and (ii) continue its efforts to generate revenues and income 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.

NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS

Management believes the impact of recently issued standards and updates, which are not yet effective, will not have a material impact on the Company’s financial position, results of operations or cash flows upon adoption.

6

NOTE 4 – INVESTMENT IN JOINT VENTURE

On February 29, 2016, the Company entered into a joint venture agreement with Tumbleweed Holdings, Inc. (“TW”), pursuant to which a newly formed joint venture company is developing an online dating service around the URL, www.jointlovers.com.  The Company and TW own 60% and 40% respectively of equity of the joint venture company.  Under the joint venture agreement, the Company and TW agreed as follows:

·

The Company contributed the URL www.jointlovers.com to the joint venture entity, in exchange for 60% of the joint venture company.

·

TW contributed $30,000 and agreed to contribute an additional $70,000 towards the development of the online web portal, in exchange for 40% of the joint venture company. With any additional funds required for development to be contributed 60% by the Company and 40% by TW. See Note 15 – Subsequent Events.

·

Revenue from the joint venture company will be shared proportionally with a portion of operating income to be used to repay principal and income due under the convertible notes referenced below (up to $500,000 in principal amount of notes).

·

TW agreed to purchase an aggregate of $150,000 in principal amount of convertible notes, convertible into shares of the Company’s common stock at a conversion price of $.20 per share. In addition to repayment of principal, if the joint venture company has revenues, the notes are entitled to receive a portion of the joint venture company’s operating income until they have received an amount equal to 50% of the face value of the notes. See Note 15 – Subsequent Events.

Additionally, both parties issued the other a warrant to purchase 4.9% of their outstanding common stock. Pursuant to this agreement, TW issued a warrant to the Company to purchase 9,770,878 shares of its common stock at an exercise price of $0.02 per share, valued at $175,044 and the Company issued a warrant to TW to purchase 5,525,318 shares of the Company’s common stock at an exercise price of $0.08 per share, valued at $475,751.  The warrants have a three-year term and a cashless exercise right (see Note 5 – Securities and Note 11 – Stock Warrants for details).  

The Company’s ownership of the joint venture company is accounted for under the equity method of accounting, in accordance with ASC 323. Under the equity method of accounting, an Investee Company’s accounts are not reflected within the Company’s Balance Sheets and Statements of Operations; however, the Company’s share of the earnings or losses of the Investee Company is reflected as a gain or loss on the Company’s investment.  Additionally, under the equity method of accounting, the Company’s initial investment in the joint venture company was recorded at the historic cost basis of the contributed domain of $0.  Accordingly, the Company expensed $300,707 related to the excess value of warrants the Company issued as compared to those received from TW and is included as a component of loss on investments in the Company’s Statements of Operations.

When the Company’s carrying value in an equity method Investee Company is reduced to zero, no further losses are recorded in the Company’s financial statements unless the Company guaranteed obligations of the Investee Company or has committed additional funding. When the Investee Company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized.  During the three months ended March 31, 2016, the joint venture company experienced a net loss attributable to the Company’s 60% ownership of $1,326 which was not recorded as an adjustment to the Company’s investment account.

NOTE 5 – SECURITIES

In conjunction with the formation of the joint venture discussed in Note 4, the Company received a warrant to purchase up to 9,770,878 shares of Tumbleweed Holdings, Inc. at an exercise price of $0.02 with an expiration date three years from the date of issuance.  The initial value of the warrant was $175,044 and was recorded as available for sale securities.

The Company has classified the warrant as having Level 2 inputs, and has used the Black-Scholes option-pricing model to value the warrant.  The fair value at the commitment and re-measurement dates for the above warrant was based upon the following management assumptions:

	Commitment Date		Re-measurement Date
Expected dividends		0%	0%
Expected volatility		328%	332%
Expected term:		3 years	2.92 years
Risk free interest rate		0.91%	0.87%

7

The following table summarizes the securities activity for the three months ended March 31, 2016:

Balance – December 31, 2015	$	-
Warrants received		175, 044
Exercised		-
Realized gain (loss)		-
Unrealized gain (loss)		(9,760)
Balance – March 31, 2016	$	165,284

NOTE 6 – WEB DEVELOPMENT COSTS AND DOMAIN NAMES ASSETS

In accordance with ASC 350.50, during the three months ended March 31, 2016 and the year ended December 31, 2015, the Company did not capitalize any expenses towards the development of multiple websites on which third parties can advertise the sale and distribution of cannabis related products and services: an online “yellow pages.” The Company does not intend to engage in the sale or distribution of marijuana or related products. During the three months ended March 31, 2016 and 2015 the Company recorded website development expenses of $6,975 and $30,930, respectively, which is included in general and administrative expenses on the Company’s consolidated statements of operations.

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. During the three months ended March 31, 2016 and 2015 the Company recorded amortization expense of $18,091 and $13,200, respectively, related to websites previously launched.  

	As of March 31, 2016		As of December 31, 2015		Amortization Period
Web development costs		323,161		339,162	5 years
Capitalized costs		-		-
Less: reallocation of cost to invoices		-		(16,000)
Less: accumulated depreciation		(91,924)		(73,833)
	$	231,237	$	249,329

NOTE 7 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at March 31, 2016 and December 31, 2015:

	As of March 31, 2016		As of December 31, 2015		Estimated Useful Life
Furniture and equipment		12,437		12,437	3 years
Total		12,437		12,437
Less: Accumulated depreciation		(6,653)		(5,616)
	$	5,784	$	6,821

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 $1,037 and $1,036 during the three months ended March 31, 2016 and 2015, respectively.

8

NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY

At March 31, 2016, the Company had a balance in related party accounts payable and accrued expenses of $311,410 which consisted of the following:

Party Name:	Relationship:			Amount
Howard Baer	Spouse of majority shareholder	Consulting fees		135,500
John Venners	Director/EVP, President and CEO of Kuboo, Inc.	Consulting fees/salaries		98,466
John Venners	Director/EVP, President and CEO of Kuboo, Inc.	Advances		3,000
Kuboo, Inc.	Former parent company, significant shareholder	Rent		55,476
JLovers, Inc.	Joint venture company	Operating/development funds		18,968
			$	311,410

NOTE 9 – NOTES PAYABLE RELATED PARTY

On May 19, 2015, the Company issued Kae Yong Park and her spouse Howard Baer (together, “Park”) a non-interest bearing, unsecured demand promissory note to evidence all unpaid advances received by the Company to that point and to cover all additional advances received afterward.  Unpaid principal under the note is due and payable upon the earlier of (i) an “event of default” (as defined), (ii) written demand and (iii) the Company’s receipt of capital (to the extent of net proceeds received) from any capital raising transaction after May 15, 2015, whether in the form of debt, equity or otherwise.

On September 30, 2015, the Company amended and restated its promissory note to Park to include all advances to date and provide certain assets, including all internet domain names, websites and related assets as collateral.  Repayment terms remain the same, and Park has to date not enforced the provision requiring repayment upon receipt of net proceeds from capital raising transactions.

During the three months ended March 31, 2016, Park advanced an aggregate of $125,000 on an unsecured basis to the Company for short-term capital needs.  During this period the Company also repaid $63,000 of its secured debt to Park.  At March 31, 2016, the Company had a note payable to Park for these advances of $1,011,307 of which $886,307 is secured by the assets of the Company. Due to the on demand nature of this amount, the company has classified it as a current liability.

The following table summarizes the Company’s balance for these advances for the three months ended March 31, 2016:

Amount due - December 31, 2015	$	949,307
Advances received from Park		125,000
Repayments made to Park		(63,000)
Balance due–March 31, 2016	$	1,011,307

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 bore interest at the rate of 3.25% per annum and the first $100,000 of which was payable upon the Company’s receipt of an aggregate of $1,000,000 in funding (whether debt or equity). 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 (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 then 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 subsequently recaptured all previously recorded interest expense related to the note.

9

NOTE 10 – NOTES PAYABLE

Notes

On July 1, 2015, the Company entered into a seven (7) day loan agreement with two parties for aggregate proceeds of $34,900.  The note bears interest at the rate of six percent (6%) annually.  In addition to the loans, the Company issued an aggregate 349,000 shares of common stock valued at $26,016 and warrants to purchase an aggregate 100,000 shares of the Company’s common stock at an exercise price of $0.25 per share valued at $6,898.  The relative fair value of the shares and warrants associated with these notes have been recorded as debt discount to be amortized over the life of the loans.  As of March 31, 2016, these notes have not yet been repaid and are in default.

On August 10, 2015, the Company entered into a one hundred twenty (120) day loan agreement with an existing investor for aggregate proceeds of $45,000 (two installments of $22,500 each).  The note bears interest at the rate of six percent (6%) annually.  As additional consideration for these loans, the Company issued an aggregate 1,200,000 shares of common stock valued at $38,918.  The relative fair value of the shares associated with these notes have been recorded as debt discount to be amortized over the life of the loans). As of March 31, 2016, these notes have not yet been repaid and are in default.

Convertible Notes

On February 29, 2016, in conjunction with its joint venture agreement (see Note 4 – Investment in Joint Venture), the Company entered an agreement to issue three $50,000, one year convertible notes.  These notes are convertible into shares of the Company’s stock at a price of $0.20 per share or a total of 250,000 shares each.  Interest on these notes is to be paid at an aggregate of fifty percent of the original face value in quarterly payments calculated as a percentage of the joint venture company’s net revenues.  This interest will only be payable in the event that the joint venture company generates net revenues.  Concurrent with this agreement, the Company issued the first of these convertible notes. As of March 31, 2016, only proceeds from the first note investment $50,000 had been received.

Dilutive shares associated with convertible notes outstanding at March 31, 2016 is as follows:

	Principal		Shares
Note dated February 29, 2016, convertible at $0.20 per share	$	50,000		250,000
Total Dilutive shares – March 31,2016				250,000

The following table summarizes the Company’s notes and convertible notes payable for the three months ended March 13, 2016:

	Notes		Convertible Notes
Balance – December 31, 2015	$	79,900	$	-
Note proceeds received		-		50,000
Repayments on notes		-		-
Balance – March 31,2016	$	79,900	$	50,000

NOTE 11 – STOCK WARRANTS

On February 29, 2016, in conjunction with the Company’s joint venture agreement (see Note 4 – Investment in Joint Venture), the company issued a warrant to purchase 5,525,318 shares of the Company’s common stock at an exercise price of $0.08 per share. These warrants were valued at $475,751 using the Black-Scholes pricing model, were fully vested upon issuance and have a cashless exercise provision.

On March 31, 2016, the Company issued two year warrants to John Hollister, Interim CEO, to purchase 375,000 shares of the Company’s common stock at an exercise price of $0.09 per share in conjunction with his employment contract. These warrants were valued at $33,236 using the Black-Scholes pricing model and were fully vested upon issuance.

10

The Company has applied fair value accounting for all warrants issued. The fair value of each warrant granted is estimated on the date of grant using the Black-Scholes option-pricing model. The fair value at the commitment date for the above warrants were based upon the following management assumptions:

	Commitment Date
Expected dividends		0%
Expected volatility		163% - 175%
Expected term:		2 - 3 years
Risk free interest rate		0.73% – 0.91%

A summary of the Company’s warrant activity for the three months ended March 31, 2016 is as follows:

	Number of Warrants		Weighted Average  Exercise Price
Outstanding – December 31, 2015		11,105,285	$	0.08
Granted		5,900,318		0.08
Exercised/settled		-		-
Balance as March 31, 2016		17,005,603	$	0.08

The Company’s outstanding warrants at March 31, 2016 are as follows:

Warrants Outstanding				Warrants Exercisable
Exercise  Price Range	Number Outstanding	Weighted  Average Remaining Contractual  Life  (in years)	Weighted  Average Exercise  Price	Number Exercisable	Weighted Average Exercise  Price	Intrinsic  Value
$0.05 - $0.25	17,005,603	1.93	$   0.08	17,005,603	$   0.08	730,760

The weighted average fair value per warrant issued during the three months ended March 31, 2016 was $0.09.

NOTE 12 – EARNINGS (LOSS) PER SHARE

Net earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period.

Since the Company reflected a net loss for the three months ended March 31, 2016 and 2015, respectively, the effect of considering any common stock equivalents, if exercisable, would have been anti-dilutive. Therefore, a separate computation of diluted earnings (loss) per share is not presented.

The Company has the following common stock equivalents for the three months ended March 31, 2016 and 2015, respectively:

	As of March 31, 2016		As of March 31, 2015
Warrants (exercise price $0.05 - $0.25/share)		17,005,603		-
Convertible debt (exercise price $0.20/share)		250,000		-
		17,255,603		-

11

NOTE 13 – 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 was 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 was 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.

We are headquartered in Scottsdale, Arizona where we rent space from Kuboo Inc. our former parent company and a significant shareholder. Currently, the Company is renting approximately 6,100 square feet of space on a month-to-month basis. The monthly rent for this facility is $11,500. During the three months ended March 31, 2016 the company incurred expense payable to Kuboo, Inc. of $34,500 for rent.

During the three months ended March 31, 2016, Kae Yong Park, a significant shareholder, and her spouse, Howard Baer, advanced an aggregate of $125,000 on an unsecured basis to the Company for short-term capital needs.  During this period the Company also repaid $63,000 of its secured debt to Park.  At March 31, 2016, the Company had a note payable to Park for these advances of $1,011,307 of which $886,307 is secured by the assets of the Company.  

During the three months ended March 31, 2016, the Company incurred expenses of $45,000 related to its consulting contract with Howard Baer, the spouse of Kae Yong Park, our significant shareholder.

During the three months ended March 31, 2016, the Company received funds related to its joint venture of $30,000 and spent cash on behalf of its joint venture totaling $11,032.  The remaining $18,686 is included in accounts payable – related party and will be either remitted to the joint venture company once it has its own bank account or be used to pay invoices on its behalf.

NOTE 14 – COMMITMENTS AND CONTINGENCIES

In May 2014, The Company entered into an asset purchase agreement that 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 15 - 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.

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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 then 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 7, 2015, Lee Ori ("Plaintiff") instituted a legal action in Missouri against us, Wealthcorp, LLC, Winterwalk Capital, LLC, Christopher S. Walkup ("Walkup"), Marshall P. Winters and Paradigm Healthcare Solutions, LLC. The complaint alleged that (i) Walkup represented to the Plaintiff that he had the right to subscribe to shares of our common stock at a per share price of $.25 and (ii) that Walkup was the Company’s agent and individually and in such alleged agency capacity offered to sell Plaintiff an aggregate of 1,075,000 shares of company common stock for a total purchase price of $425,000. The Complaint alleges that we are liable to the Plaintiff for the acts and omissions of Walkup, based on the allegation that he was our agent.  The complaint seeks from us and Walkup (1) 1,075,000 shares of our common stock and (2) money damages in the amount of $425,000.

Without admitting any responsibility, the Company and the Plaintiff agreed in principle to settle the matter.  Under the settlement, the Company agreed to issue 400,000 restricted shares of common stock valued at $62,000 to the Plaintiff as consideration for the settlement. These shares had not been issued as of the date of these financial statements.  In addition, the Company has agreed to issue an additional 275,000 shares as liquidated damages if it breaches a certain material representation to be included in the settlement agreement.  The definitive settlement agreement is still being negotiated. The Company will value these if and when the shares become issuable.

NOTE 15 – SUBSEQUENT EVENTS

Loan Advances

Since March 31, 2016, Kae Yong Park, a significant shareholder, and her spouse, Howard R. Baer, made additional unsecured advances to the Company of $17,550, leaving a balance due of $1,028,857 at May 16, 2016.  On April 13, 2016, the Company agreed to amend the promissory note with Kae Yong Park and Howard R. Baer so as to make $564,000 in principal amount due under said Note interest bearing at the rate of 10% per annum, effective January 1, 2016. The remaining principal is non-interest bearing.  At May 16, 2016, the Company has accrued interest owed under this agreement of $4,623.

Convertible Note Investment/Joint Venture

On April 8, 2016, the Company received the second tranche of the joint venture investment ($35,000) as well as the second $50,000 tranche of the $150,000 convertible note investment, in each case from its joint venture partner, as discussed in Note 4 – Investment in Joint Venture. The final $50,000 convertible note tranche was due April 29, 2016, but has not yet been received

The final $35,000 joint venture investment was due April 29, 2016, of which $15,000 was received in May and the remaining $20,000 has not yet been received.

On May 11, 2016, the Company issued a one-year promissory note for $65,000.Interest on this notes is to be paid at an aggregate of fifty percent of the original face value in quarterly payments calculated as a percentage of the joint venture company’s net revenues. This interest will only be payable in the event that the joint venture company generates net revenues.

13

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.

Overview

On June 23, 2014, the Company acquired approximately 7,500 cannabis related Internet domain names from Kae Yong Park (who then became our majority shareholder in connection with such acquisition). The list of domain names we acquired is filed as Exhibit 99.3 to the Form 8-K Current Report filed with the Commission on June 25, 2014. In consideration of the acquisition of these assets from Kae Yong Park, we issued her 78.5 million shares of our common stock. In addition, we issued a promissory note in the aggregate principal amount of $500,000, the payment of $400,000 of which is contingent upon our achieving $150,000 in monthly revenues (see Note 13 - Related Party Transactions and Note 14 - Commitments and Contingencies). Currently, we own approximately 2,700 cannabis related internet domain names. Based upon our limited capital resources, we determined to allow certain domain names to expire that we concluded were of little utility to us given our business strategy.

The note was amended and restated to provide that the first $100,000 installment payment due under the Note would be made 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. Such $100,000 has since been paid to Ms. Park. The remaining balance of $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.

The Company has already launched several websites and portals and, subject to availability of sufficient funding (which the Company does not currently have), intends to build additional websites/portals around its owned internet domain names. These websites/portals will serve as directories for businesses engaged in the lawful sale and distribution of cannabis and hemp related products.

On February 29, 2016, the Company entered into a joint venture agreement with Tumbleweed Holdings, Inc. (“TW”), pursuant to which a newly formed joint venture company is developing an online dating service around the URL, www.jointlovers.com.  The Company and TW own 60% and 40%, respectively, of equity of the joint venture company.  

Recent Funding History

On February 29, 2016, in connection with its joint venture with Tumbleweed Holdings, Inc., the Company sold $150,000 of convertible notes which were to be funded in three equal installments of $50,000. Tumbleweed also agreed to provide an aggregate of $100,000 in funding to the joint venture, as discussed in Note 4 - Investment in Joint Venture.   

Between February 29 and April 8, 2016, the Company received aggregate proceeds of $100,000 from the issuance of these convertible notes. The final $50,000 tranche was due April 29, 2016, but has not yet been paid.   These notes are convertible into shares of the Company’s stock at a price of $0.20 per share or a total of 250,000 shares each. Interest on these notes is to be paid at an aggregate of fifty percent of the original face value in quarterly payments calculated as a percentage of the joint venture company’s net revenues.  This interest will only be payable in the event that the joint venture company generates net revenues.  Concurrent with this agreement, the Company issued the first of these convertible notes

14

Between February 29 and April 8, 2016, the joint venture company received aggregate proceeds of $65,000.  The final $35,000 tranche of the joint venture investment was due April 29, 2016; $15,000 was paid I n May and the remaining $20,000 remains unpaid.

Between January 7 and May 16, 2016 Kae Yong Park, a significant shareholder, and her spouse, Howard R, Baer (collectively, Park), made $142,550 of cash advances to us to fund our basic operations, $63,000 of which has been repaid, leaving a balance due of $1,028,857, as of May 16, 2016. The Company has used these limited funds to fund its basic operations on a scaled back basis.

Neither Ms. Park nor Mr. Baer are not under any obligation to provide any further funding to the Company. The funding received during 2016 is insufficient to fund the Company’s basic business operations.  The Company has an immediate and urgent need for additional capital.  See “Liquidity and Capital Resources.”

Results of Operations

Three Months Ended March 31, 2016 Compared to the Three Months Ended March 31, 2015

The Company incurred net losses of approximately $800,000 for the three months ended March 31, 2016 as compared to a net loss of $900,000 for the three months ended March 31, 2015.  During the current year period the Company experienced (all numbers approximate) a decrease in general and administrative expense of $160,000 due to mainly to decreases in consulting and contract labor expenses, a $55,000 decrease in related party consulting expense due to a change in classification of our EVP, Operations’ salary, a $230,000 decrease in executive compensation due to a decrease in stock based compensation partially offset by an increase in loss on investment of $300,000 (non-cash related to warrants issued in connection with the newly formed joint venture).

Liquidity and Capital Resources

As of March 31 and May 16, 2016, we had virtually no cash on hand. Between February 29 and April 8, 2016, the Company received gross proceeds from debt agreements of $100,000.  Additionally, in order to fund our basic operations, between January 7 and April 15, 2016, Kae Yong Park, a significant shareholder, and her spouse, Howard Baer, have collectively made cash advances of $142,550 of cash advances to us to fund our basic operations, $63,000 of which has been repaid, leaving a balance due as of May 16, 2016 of $1,028,857.  We continue to have an immediate and urgent need for additional capital. The lack of operating capital continues to materially and adversely affect our business operations. Due to the lack of operating capital, we are unable to implement our business plan. If the Company does not receive a significant infusion of capital in the near term, it is unlikely that the Company will be able to continue as a going concern, in which case, investors would suffer a total loss of their investment in the Company.  

We have not yet realized significant operating revenues. We are however incurring significant costs and expenses in connection with the development of our business, implementation of our business plan and ongoing compliance costs associated with being a public company. Consequently, we are currently experiencing ongoing negative cash flows from operations.

Cash used in operating activities during the three months ended March 31, 2016 (all numbers approximate) was $130,000, a decrease of approximately $210,000 from the $340,000 used during the comparable prior period. The $210,000 decrease in cash used by operations was due primarily to a $130,000 decrease in net loss, a $300,000 increase in loss on securities (non-cash), a $35,000 increase in warrants issued for executive compensation (non-cash), partially offset by a $250,000 decrease in stock issued for executive compensation (non-cash) and a $10,000 decrease in the change (increase) in prepaid expenses.

Cash provided by financing activities for the three months ended March 31, 2016 was approximately $110,000 as compared to approximately $320,000 in the prior comparable period. The (all numbers are approximate) $210,000 decrease is due primarily to a decrease of $170,000 in net proceeds from common stock issuances and a $90,000 decrease in net proceeds from notes payable - related party, partially offset by a $50,000 increase in proceeds from convertible note issuances.  The Company is experiencing ever increasing difficulty raising capital from third parties. Cash provided by financing activities is insufficient to fund the Company’s basic operating activities.

If we are able to obtain additional funding and ramp up our operations, our operations will use increasing amounts of cash in coming quarters, unless and until we are able to generate revenue from our operating activities

Based on our current business plan, we anticipate that our operating and website development activities will use approximately $300,000 in cash per month over the next twelve months, or $3.6 million. Currently we have virtually no cash on hand, and consequently, we are unable to implement our current business plan. We believe that our operations will not begin to generate positive cash flows until at least the first quarter of 2017 (assuming we secure sufficient funding in the near term to implement our business plan).  Accordingly, we have an immediate and urgent need for capital to fund our operating activities.

15

In order to remedy this liquidity deficiency, we are actively seeking to raise additional funds through the sale of equity and debt securities, and ultimately we will need to generate substantial positive operating cash flows. Our internal sources of funds will consist of cash flows from operations, but not until we begin to realize substantial revenues from the sale of services. As previously stated, we currently have little revenue, and our operations are generating negative cash flows, and thus adversely affecting our liquidity. Although we are attempting to raise additional funds through equity and/or debt financing, we are having great difficulty in securing any significant funding form unrelated third parties. If we are able to secure sufficient funding in the near term to implement our business plan, we expect that our operations will begin to generate revenues during the first quarter 2017, which should ameliorate our liquidity deficiency.  If we are unable to raise additional funds in the near term, we will not be able to implement our business plan, and it is unlikely that we will be able to continue as a going concern.

Since early 2015, we have encountered great difficulty raising capital from unrelated third parties. There is a significant risk that we will be unable to raise additional capital form unrelated third parties.  Although Kae Yong Park and Howard Baer have provided us with significant funds, they are under no obligation to do so.  In the event we do not generate sufficient funds from revenues or financing through the issuance of common stock or from debt financing, we will be unable to implement our business plan and pay our obligations as they become due, any of which circumstances would have a material adverse effect on our business prospects, financial condition, and results of operations. If the Company does not receive a significant infusion of capital in the near term, it is unlikely that the Company will be able to continue as a going concern, in which case, investors would suffer a total loss of their investment in the Company.  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.

Subject to the availability of funds, which we currently do not have, we expect to incur approximately $175,000 in website development expenditures over the next 12 months (included in the $3.6 million estimate of cash required over the next twelve months). The purpose of these expenditures will be for the development of various Websites/portals we intend to create, modifications and improvements on existing sites and acquisition of additional domain names.

We expect to fund these website development expenditures through a combination of cash flows from operations and proceeds from equity financing. If we are unable to generate positive cash flows from operations, and/or raise additional funds (either through debt or equity), we will be unable to fund our website development expenditures, in which case, there could be an adverse effect on our business and results of operations.

We intend to raise additional funds in the near term from the further sales of shares of common stock. Additional sales of common stock will reduce the percentage interest of existing shareholders in our company. Although it is possible, we do not believe it is likely that we will raise additional funds through the sale of debt securities in the near term.

As described above, In June, 2014, we issued Kae Yong Park a promissory note in the principal amount of $500,000, as partial consideration for the acquisition of approximately 7,500 cannabis related internet domain names. We have since paid $100,000 in principal to Ms. Park. The remaining balance of $400,000 is payable in thirty-six equal monthly installments, commencing on the fifteenth day following the first month we realize at least $150,000 in gross revenue. This remaining $400,000 balance is currently classified as a noncurrent liability. We believe that we will be able to make the approximate $11,000 monthly payment when (and if) we achieve the monthly $150,000 revenue threshold which triggers our repayment obligation.

In addition, as described above, we are currently indebted to Kae Park, a significant shareholder, and Howard Baer, her spouse, in the aggregate amount of $1,028,857, of which 886,307 is secured by the Company’s assets.  As of April 13, 2016, $564,000 of the principal due under the note evidencing this indebtedness is interest bearing at the rate of 10% annually with any remainder being non-interest bearing.  All amounts due under this note are payable on demand.  If demand for payment is made, and we are unable to pay the amount due, we would be in default and Ms. Park and Mr. Baer would have the right to sell our assets to satisfy the amounts due them under the promissory note. In such event, shareholders of the company would like lose their entire investment in the Company.

Off-balance Sheet Arrangements

None.

16

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 CEO and Financial Controller, to allow timely decisions regarding required disclosures.

Under the supervision and with the participation of our management, including our CEO and financial controller, 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 CEO and financial controller concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls were not effective.

Changes in Internal Control over Financial Reporting

None

17

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

On August 7, 2015, Lee Ori ("Plaintiff") instituted a legal action in Missouri against us, Wealthcorp, LLC, Winterwalk Capital, LLC, Christopher S. Walkup ("Walkup"), Marshall P. Winters and Paradigm Healthcare Solutions, LLC.

The complaint alleged that (i) Walkup represented to the Plaintiff that he had the right to subscribe to shares of our common stock at a per share price of $.25 and (ii) that Walkup was our agent and individually and in such alleged agency capacity offered to sell Plaintiff an aggregate of 1,075,000 shares of company common stock for a total purchase price of $425,000. The Complaint alleges that we are liable to the Plaintiff for the acts and omissions of Walkup, based on the allegation that he was our agent.  The complaint seeks from us and Walkup (1) 1,075,000 shares of our common stock and (2) money damages in the amount of $425,000.

Without admitting any responsibility, the Company and the Plaintiff have agreed to settle this matter and are currently negotiating a definitive agreement. The Company has agreed to issue 400,000 restricted shares of common stock valued at $62,000 to the Plaintiff as consideration for the settlement. In addition, the Company has agreed to issue an additional 275,000 shares as liquidated damages if it breaches a certain material representation contained in the settlement agreement.  The Company will value these if and when the shares become issuable.

Item 1A. Risk Factors

Not required.

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

None; not applicable.

Item 3. Defaults upon Senior Securities

As of May 16, 2016, the Company is in default under the following promissory notes:

Notes in the aggregate principal amount of $34,900 were due July 8, 2015.  The aggregate amount in default as of the date of this report was approximately $36,700, consisting of $34,900 in unpaid principal and $1,800 in unpaid interest.

Notes in the aggregate principal amount of $45,000 were due on or around December 10, 2015. The aggregate amount in default as of the date of this report was approximately $46,600, consisting of $45,000 in unpaid principal and $1,600 in unpaid interest.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

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Item 6. Exhibits

(a)

Exhibits

Identification of Exhibit

3.1	Articles of Incorporation, as amended (1)
3.2	Bylaws (1)
4.1	Common Stock Purchase Warrant issued to Safe Communications, Inc. (2)
10.1	Common Stock Purchase Agreement dated as of May 27, 2011, by and between the Company, Safe Communications, Inc. and certain shareholders of the Company (3)
10.2	Principal Shareholders Agreement, dated as of May 27, 2011, by and between the Company and certain shareholders of the Company (4)
10.3	Agreement between the Company, Kuboo, Inc. and the Principal Shareholders, dated as of April 9, 2014 (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 (8)
10.8	Agreement with Howard R. Baer dated December 2, 2014 (9)
10.9	Agreement with Kae Yong Park and Howard R.  Baer regarding Funding (8)
10.10	Amended and Restated Promissory Note Issued to Kae Yong Park and Howard R. Baer (10)
10.11	Agreement with Sandor Capital Master Fund (8)
10.12	Lease Agreement with Kuboo, Inc. dated May 19, 2015 (8)
10.13	Security Agreement with Kae Yong Park and Howard R. Baer (10)
10.14	Employment agreement of John B. Hollister dated October 21, 2015 (10)
10.15	Joint Venture Agreement with Tumbleweed Holdings, Inc., dated February 29, 2016 (11)
10.16	Form of Convertible Note issued to Tumbleweed Holdings, Inc., dated February 29, 2016 (11)
10.17	Form of Note issued to Sandor Capital Master Fund dated May 11, 2016*
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

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⁽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 Exhibit to our Form 10-Q filed on May 20, 2015 and incorporated herein by reference.

⁽⁸⁾

Filed as Exhibits to our Form 10K filed on May 20, 2015 and incorporated herein by reference.

⁽⁹⁾

Filed as Exhibit to our Form S-1 Registration Statement on December 12, 2014 and incorporated herein by reference.

⁽¹⁰⁾

Filed as Exhibits to our Form 10Q filed on November 20, 2015 and incorporated herein by reference.

⁽¹¹⁾

Filed as Exhibits to our Form 10K filed on April 14, 2016 and incorporated herein by reference.

*

Filed herewith

**

Furnished, not filed

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SIGNATURES

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

NORTHSIGHT CAPITAL, INC.

(Issuer)

Date:	May 16, 2016	By:	/s/John Hollister
			John B. Hollister, Interim CEO

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EX-10.17

UNSECURED PROMISSORY NOTE

 Scottsdale, Arizona

 May 11, 2016

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 Sandor Capital Master Fund, with a mailing address of 2828 Routh St., St. 500, Dallas, TX 75201 (“Holder”), the sum of SIXTY FIVE THOUSAND DOLLARS ($65,000) and any other fees and charges, on May 11, 2017, subject to reasonable extension, with the consent of the Holder, which consent shall not be unreasonably withheld, conditioned or delayed (the “Maturity Date”)..

The entire balance of outstanding principal and other fees and charges shall be due and payable on the earlier of the following: (I) the Maturity Date; and (ii) an Event of Default (as defined below).

Interest shall not be payable under this Note unless and until the principal due hereunder has been paid in full.  Once the principal amount of this Note has been paid in full, interest shall only be payable under this Note if and to the extent that the Maker’s majority joint venture company (which owns the URL www.jointlovers.com) (“JVCO”) has revenues, in which case, interest shall be payable as follows: Maker shall pay to Holder quarterly in arrears an amount equal to the product of (i) a fraction, the numerator of which is the original principal amount of this Note and the denominator of which is the principal amount of all similar Notes issued in this series of Notes and (ii) twenty five (25%) percent of the Net Revenues (defined below), after deduction of Operating Expenses (defined below), of JVCO, until such time as the Holder has been paid an aggregate of fifty (50%) percent of the original face amount of this Note.

For purposes of this Note, “Net Revenues” shall be defined as any and all revenues of JVCO, including but not limited to revenues derived from memberships, advertising, email lists, product sales, and data, less any additional amounts that the JVCO partners determine to be necessary to meet the operating needs of the Business, but not less than ten (10%) percent of gross revenues. For purposes of this Note, “Operating Costs” shall be defined as hosting, servers, website maintenance, marketing, social media, advertising, customer service and support, audit and accounting, taxes, tax preparation, filings and general and administrative support. For the avoidance of doubt, if (i) the principal amount of this Note has been paid in full (or converted), (ii) the original amount of this Note is $100,000 and the total amount of Notes in the series is $500,000, (iii) JVCO has revenues after operating expenses of $250,000 in a given quarter, then it shall pay to the holder of this Note $12,500 with respect to such quarter, determined as follows: $100,000/$500,000 X 25% ($250,000) = $12,500.   

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 Security 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 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/ John P. Venners                                 

Witness

By: John P. Venners, EVP, Operations

Print Name: ___________________________

2

EX-31

EXHIBIT 31

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John B. Hollister, certify that:

1.

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

2.

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

3.

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

4.

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

(a)

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

(b)

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

(c)

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

(d)

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

5.

I have disclosed, based on my 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:	5/16/2016	By:	/s/ John B. Hollister
			John B. Hollister, Interim CEO
			(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 March 31, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), I, John B. Hollister, Chief Executive Officer 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:	5/16/2016	By:	/s/ John B. Hollister
			John B. Hollister, Interim CEO
			(Principal Executive and Principal Financial Officer)

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2016	May. 16, 2016
Document and Entity Information:
Entity Registrant Name	NORTHSIGHT CAPITAL, INC.
Entity Trading Symbol	ncap
Document Type	10-Q
Document Period End Date	Mar. 31, 2016
Amendment Flag	false
Entity Central Index Key	0001439397
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		112,761,581
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	2016
Document Fiscal Period Focus	Q1

XML

BALANCE SHEETS (unaudited) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Current Assets
Cash	$ 1,555	$ 22,951
Accounts receivable	140	400
Advances to employees	1,930	0
Available for sale securities	165,284	0
Total Current Assets	168,939	23,351
Deposits	131,000	131,000
Property and equipment, net $6,653 and $5,616 depreciation	5,784	6,821
Web Development Costs, net $91,924 and $73,833 amortization	231,237	249,329
Investment in joint venture	0	0
Total Assets	536,960	410,501
Current Liabilities
Accounts payable and accrued expenses	532,129	384,631
Accounts payable and accrued expenses - related party	311,410	173,942
Notes payable - related party	1,011,307	949,307
Notes payable	79,900	79,900
Convertible notes payable	50,000	0
Total Current Liabilities	1,984,746	1,587,780
Noncurrent Liabilities
Notes payable - related party.	400,000	400,000
Total Liabilities	$ 2,384,746	$ 1,987,780
Commitments and Contingencies
Stockholders' Deficit
Common stock - 200,000,000 shares authorized having a par value of $.001 per share; 112,761,581 shares issued and outstanding as of March 31, 2016 and December 31, 2015, respectively	$ 112,762	$ 112,762
Subscription payable	62,000	62,000
Additional paid-in capital	17,475,275	16,966,288
Accumulated deficit	(19,488,064)	(18,718,329)
Accumulated other comprehensive loss	(9,760)	0
Total Stockholders' Deficit	(1,847,786)	(1,577,279)
Total Liabilities and Stockholders' Deficit	$ 536,960	$ 410,501

XML

BALANCE SHEETS PARENTHETICALS - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Parentheticals
Net Depreciation of property and equipment	$ 6,653	$ 5,616
Net amortization of web development cost	$ 91,924	$ 73,833
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	112,761,581	112,761,581
Common stock, shares outstanding	112,761,581	112,761,581

XML

STATEMENTS OF OPERATIONS (unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Revenues {1}
Revenues	$ 4,109	$ 2,102
Operating Expenses:
General administrative	152,825	314,014
Consulting expense - related party	45,000	102,000
Executive compensation	178,236	407,000
Professional fees	58,079	57,301
Rent - related party	34,500	13,500
Travel	2,327	10,706
Total operating expenses	470,967	904,521
Loss From Operations	(466,858)	(902,419)
Other Income (Expense)
Loss on investments	(300,707)	0
Interest expense	(2,169)	0
Total other income (expense)	(302,876)	0
Net Loss	(769,734)	(902,419)
Other Comprehensive Loss
Loss on marketable securities	(9,760)	0
Total Comprehensive Loss	$ (779,494)	$ (902,419)
Weighted Average Number of Common Shares Outstanding - Basic and Diluted	112,761,581	104,760,276
Loss per Common Share - Basic and Diluted	$ (0.01)	$ (0.10)

XML

STATEMENTS OF CASH FLOWS (unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Cash Flows From Operating Activities
Net loss	$ (769,734)	$ (902,419)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of property and equipment	1,037	1,036
Amortization of web development costs	18,091	13,200
Stock issued for executive compensation	0	252,500
Warrants issued for executive compensation	33,236	0
Loss on investments	300,707	0
Changes in operating assets and liabilities:
Prepaid expenses	0	31,500
Accounts receivable	230	0
Advances to employees	(1,930)	0
Accounts payable and accrued expenses	147,499	186,978
Accounts payable - related party	137,468	75,700
Net Cash Used In Operating Activities	(133,396)	(341,505)
Cash Flows From by Investing Activities	0	0
Cash Flows From Financing Activities
Proceeds from sale of common stock, net of offering costs	0	169,000
Proceeds from convertible notes payable	50,000
Proceeds from notes payable - related party	125,000	193,000
Payments on notes payable - related party	(63,000)	(40,000)
Net Cash Provided by Financing Activities	112,000	322,000
Net Decrease In Cash	(21,396)	(19,505)
Cash, Beginning of Period	22,951	20,690
Cash, End of Period	1,555	1,185
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	0	0
Cash paid for income taxes	0	0
Non-Cash Activities
Finders fees settled with stock	0	15,400
Warrants issued in conjunction with joint venture	475,751	0
Warrants received in conjunction with joint venture	$ 175,044	$ 0

XML

ORGANIZATION AND BASIS OF PRESENTATION

3 Months Ended

Mar. 31, 2016

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 an early 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 7,500 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 Venners, a director of Kuboo, Inc., is our EVP, Operations and also sits on our board of directors.  See Note 13 - 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.

On February 29, 2016, the Company entered into a joint venture agreement with Tumbleweed Holdings, Inc. (“TW”), pursuant to which a newly formed joint venture company is developing an online dating service around the URL, www.jointlovers.com.  The Company and TW own 60% and 40%, respectively, of equity and future earnings of the joint venture company with both party’s consent being required on all major changes and decisions.  We have analyzed our investment in this joint venture and have concluded that our interest gives us joint influence over business actions, board of directors, and its management, and have therefore accounted for our investment using the equity method in accordance with ASC 323.

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, 2015. The results of operations for the three month period ended March 31, 2016, are not necessarily indicative of the operating results for the full year.

XML

LIQUIDITY/GOING CONCERN

3 Months Ended

Mar. 31, 2016

LIQUIDITY/GOING CONCERN

LIQUIDITY/GOING CONCERN

NOTE 2 – LIQUIDITY/GOING CONCERN

The Company is an early stage enterprise and has accumulated losses of $19,497,823 and has had consistent negative cash flows from operating activities 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 three months ended March 31, 2016 the Company (i) raised $50,000 in capital through the sale of convertible notes and (ii) received a net $62,000 in loans from its significant shareholder and her spouse.  The Company does not currently have sufficient cash to fund operating expenses. Management plans to (i) raise additional capital as soon as possible, to fund continued operations of the Company and (ii) continue its efforts to generate revenues and income 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.

XML

RECENT ACCOUNTING PRONOUNCEMENTS

3 Months Ended

Mar. 31, 2016

RECENT ACCOUNTING PRONOUNCEMENTS

RECENT ACCOUNTING PRONOUNCEMENTS

NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS

Management believes the impact of recently issued standards and updates, which are not yet effective, will not have a material impact on the Company’s financial position, results of operations or cash flows upon adoption.

XML

INVESTMENT IN JOINT VENTURE

3 Months Ended

Mar. 31, 2016

INVESTMENT IN JOINT VENTURE

INVESTMENT IN JOINT VENTURE

NOTE 4 – INVESTMENT IN JOINT VENTURE

On February 29, 2016, the Company entered into a joint venture agreement with Tumbleweed Holdings, Inc. (“TW”), pursuant to which a newly formed joint venture company is developing an online dating service around the URL, www.jointlovers.com.  The Company and TW own 60% and 40% respectively of equity of the joint venture company.  Under the joint venture agreement, the Company and TW agreed as follows:

·         The Company contributed the URL www.jointlovers.com to the joint venture entity, in exchange for 60% of the joint venture company.

·         TW contributed $30,000 and agreed to contribute an additional $70,000 towards the development of the online web portal, in exchange for 40% of the joint venture company. With any additional funds required for development to be contributed 60% by the Company and 40% by TW. See Note 15 – Subsequent Events.

·         Revenue from the joint venture company will be shared proportionally with a portion of operating income to be used to repay principal and income due under the convertible notes referenced below (up to $500,000 in principal amount of notes).

·         TW agreed to purchase an aggregate of $150,000 in principal amount of convertible notes, convertible into shares of the Company’s common stock at a conversion price of $.20 per share. In addition to repayment of principal, if the joint venture company has revenues, the notes are entitled to receive a portion of the joint venture company’s operating income until they have received an amount equal to 50% of the face value of the notes. See Note 15 – Subsequent Events.

Additionally, both parties issued the other a warrant to purchase 4.9% of their outstanding common stock. Pursuant to this agreement, TW issued a warrant to the Company to purchase 9,770,878 shares of its common stock at an exercise price of $0.02 per share, valued at $175,044 and the Company issued a warrant to TW to purchase 5,525,318 shares of the Company’s common stock at an exercise price of $0.08 per share, valued at $475,751.  The warrants have a three-year term and a cashless exercise right (see Note 5 – Securities and Note 11 – Stock Warrants for details). 

The Company’s ownership of the joint venture company is accounted for under the equity method of accounting, in accordance with ASC 323. Under the equity method of accounting, an Investee Company’s accounts are not reflected within the Company’s Balance Sheets and Statements of Operations; however, the Company’s share of the earnings or losses of the Investee Company is reflected as a gain or loss on the Company’s investment.  Additionally, under the equity method of accounting, the Company’s initial investment in the joint venture company was recorded at the historic cost basis of the contributed domain of $0.  Accordingly, the Company expensed $300,707 related to the excess value of warrants the Company issued as compared to those received from TW and is included as a component of loss on investments in the Company’s Statements of Operations.

When the Company’s carrying value in an equity method Investee Company is reduced to zero, no further losses are recorded in the Company’s financial statements unless the Company guaranteed obligations of the Investee Company or has committed additional funding. When the Investee Company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized.  During the three months ended March 31, 2016, the joint venture company experienced a net loss attributable to the Company’s 60% ownership of $1,326 which was not recorded as an adjustment to the Company’s investment account.

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SECURITIES

3 Months Ended

Mar. 31, 2016

SECURITIES

SECURITIES

NOTE 5 – SECURITIES

In conjunction with the formation of the joint venture discussed in Note 4, the Company received a warrant to purchase up to 9,770,878 shares of Tumbleweed Holdings, Inc. at an exercise price of $0.02 with an expiration date three years from the date of issuance.  The initial value of the warrant was $175,044 and was recorded as available for sale securities.

The Company has classified the warrant as having Level 2 inputs, and has used the Black-Scholes option-pricing model to value the warrant.  The fair value at the commitment and re-measurement dates for the above warrant was based upon the following management assumptions:

	Commitment Date		Re-measurement Date
Expected dividends		0%	0%
Expected volatility		328%	332%
Expected term:		3 years	2.92 years
Risk free interest rate		0.91%	0.87%

The following table summarizes the securities activity for the three months ended March 31, 2016:

Balance – December 31, 2015	$	-
Warrants received		175, 044
Exercised		-
Realized gain (loss)		-
Unrealized gain (loss)		(9,760)
Balance – March 31, 2016	$	165,284

XML

WEB DEVELOPMENT COSTS AND DOMAIN NAMES ASSETS

3 Months Ended

Mar. 31, 2016

WEB DEVELOPMENT COSTS AND DOMAIN NAMES ASSETS

WEB DEVELOPMENT COSTS AND DOMAIN NAMES ASSETS

NOTE 6 – WEB DEVELOPMENT COSTS AND DOMAIN NAMES ASSETS

In accordance with ASC 350.50, during the three months ended March 31, 2016 and the year ended December 31, 2015, the Company did not capitalize any expenses towards the development of multiple websites on which third parties can advertise the sale and distribution of cannabis related products and services: an online “yellow pages.” The Company does not intend to engage in the sale or distribution of marijuana or related products. During the three months ended March 31, 2016 and 2015 the Company recorded website development expenses of $6,975 and $30,930, respectively, which is included in general and administrative expenses on the Company’s consolidated statements of operations.

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. During the three months ended March 31, 2016 and 2015 the Company recorded amortization expense of $18,091 and $13,200, respectively, related to websites previously launched. 

	As of March 31, 2016		As of December 31, 2015		Amortization Period
Web development costs		323,161		339,162	5 years
Capitalized costs		-		-
Less: reallocation of cost to invoices		-		(16,000)
Less: accumulated depreciation		(91,924)		(73,833)
	$	231,237	$	249,329

XML

PROPERTY AND EQUIPMENT

3 Months Ended

Mar. 31, 2016

PROPERTY AND EQUIPMENT:

PROPERTY AND EQUIPMENT

NOTE 7 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at March 31, 2016 and December 31, 2015:

	As of March 31, 2016		As of December 31, 2015		Estimated Useful Life
Furniture and equipment		12,437		12,437	3 years
Total		12,437		12,437
Less: Accumulated depreciation		(6,653)		(5,616)
	$	5,784	$	6,821

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 $1,037 and $1,036 during the three months ended March 31, 2016 and 2015, respectively.

XML

ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY

3 Months Ended

Mar. 31, 2016

ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY

ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY

NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY

At March 31, 2016, the Company had a balance in related party accounts payable and accrued expenses of $311,410 which consisted of the following:

Party Name:	Relationship:			Amount
Howard Baer	Spouse of majority shareholder	Consulting fees		135,500
John Venners	Director/EVP, President and CEO of Kuboo, Inc.	Consulting fees/salaries		98,466
John Venners	Director/EVP, President and CEO of Kuboo, Inc.	Advances		3,000
Kuboo, Inc.	Former parent company, significant shareholder	Rent		55,476
JLovers, Inc.	Joint venture company	Operating/development funds		18,968
			$	311,410

XML

NOTES PAYABLE RELATED PARTY

3 Months Ended

Mar. 31, 2016

NOTES PAYABLE RELATED PARTY:

NOTES PAYABLE RELATED PARTY

NOTE 9 – NOTES PAYABLE RELATED PARTY

On May 19, 2015, the Company issued Kae Yong Park and her spouse Howard Baer (together, “Park”) a non-interest bearing, unsecured demand promissory note to evidence all unpaid advances received by the Company to that point and to cover all additional advances received afterward.  Unpaid principal under the note is due and payable upon the earlier of (i) an “event of default” (as defined), (ii) written demand and (iii) the Company’s receipt of capital (to the extent of net proceeds received) from any capital raising transaction after May 15, 2015, whether in the form of debt, equity or otherwise.

On September 30, 2015, the Company amended and restated its promissory note to Park to include all advances to date and provide certain assets, including all internet domain names, websites and related assets as collateral.  Repayment terms remain the same, and Park has to date not enforced the provision requiring repayment upon receipt of net proceeds from capital raising transactions.

During the three months ended March 31, 2016, Park advanced an aggregate of $125,000 on an unsecured basis to the Company for short-term capital needs.  During this period the Company also repaid $63,000 of its secured debt to Park.  At March 31, 2016, the Company had a note payable to Park for these advances of $1,011,307 of which $886,307 is secured by the assets of the Company. Due to the on demand nature of this amount, the company has classified it as a current liability.

The following table summarizes the Company’s balance for these advances for the three months ended March 31, 2016:

Amount due - December 31, 2015	$	949,307
Advances received from Park		125,000
Repayments made to Park		(63,000)
Balance due–March 31, 2016	$	1,011,307

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 bore interest at the rate of 3.25% per annum and the first $100,000 of which was payable upon the Company’s receipt of an aggregate of $1,000,000 in funding (whether debt or equity). 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 (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 then 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 subsequently recaptured all previously recorded interest expense related to the note.

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NOTES PAYABLE

3 Months Ended

Mar. 31, 2016

NOTES PAYABLE

NOTES PAYABLE

NOTE 10 – NOTES PAYABLE

Notes

On July 1, 2015, the Company entered into a seven (7) day loan agreement with two parties for aggregate proceeds of $34,900.  The note bears interest at the rate of six percent (6%) annually.  In addition to the loans, the Company issued an aggregate 349,000 shares of common stock valued at $26,016 and warrants to purchase an aggregate 100,000 shares of the Company’s common stock at an exercise price of $0.25 per share valued at $6,898.  The relative fair value of the shares and warrants associated with these notes have been recorded as debt discount to be amortized over the life of the loans.  As of March 31, 2016, these notes have not yet been repaid and principal and interest totaling $36,700 is in default.

On August 10, 2015, the Company entered into a one hundred twenty (120) day loan agreement with an existing investor for aggregate proceeds of $45,000 (two installments of $22,500 each).  The note bears interest at the rate of six percent (6%) annually.  As additional consideration for these loans, the Company issued an aggregate 1,200,000 shares of common stock valued at $38,918.  The relative fair value of the shares associated with these notes have been recorded as debt discount to be amortized over the life of the loans). As of March 31, 2016, these notes have not yet been repaid and principal and interest totaling $46,600 is in default.

Convertible Notes

On February 29, 2016, in conjunction with its joint venture agreement (see Note 4 – Investment in Joint Venture), the Company entered an agreement to issue three $50,000, one year convertible notes.  These notes are convertible into shares of the Company’s stock at a price of $0.20 per share or a total of 250,000 shares each.  Interest on these notes is to be paid at an aggregate of fifty percent of the original face value in quarterly payments calculated as a percentage of the joint venture company’s net revenues.  This interest will only be payable in the event that the joint venture company generates net revenues.  Concurrent with this agreement, the Company issued the first of these convertible notes. As of March 31, 2016, only proceeds from the first note investment $50,000 had been received.

Dilutive shares associated with convertible notes outstanding at March 31, 2016 is as follows:

	Principal		Shares
Note dated February 29, 2016, convertible at $0.20 per share	$	50,000		250,000
Total Dilutive shares – March 31,2016				250,000

The following table summarizes the Company’s notes and convertible notes payable for the three months ended March 13, 2016:

	Notes		Convertible Notes
Balance – December 31, 2015	$	79,900	$	-
Note proceeds received		-		50,000
Repayments on notes		-		-
Balance – March 31,2016	$	79,900	$	50,000

XML

STOCK WARRANTS

3 Months Ended

Mar. 31, 2016

STOCK WARRANTS

STOCK WARRANTS

NOTE 11 – STOCK WARRANTS

On February 29, 2016, in conjunction with the Company’s joint venture agreement (see Note 4 – Investment in Joint Venture), the company issued a warrant to purchase 5,525,318 shares of the Company’s common stock at an exercise price of $0.08 per share. These warrants were valued at $475,751 using the Black-Scholes pricing model, were fully vested upon issuance and have a cashless exercise provision.

On March 31, 2016, the Company issued two year warrants to John Hollister, Interim CEO, to purchase 375,000 shares of the Company’s common stock at an exercise price of $0.09 per share in conjunction with his employment contract. These warrants were valued at $33,236 using the Black-Scholes pricing model and were fully vested upon issuance.

The Company has applied fair value accounting for all warrants issued. The fair value of each warrant granted is estimated on the date of grant using the Black-Scholes option-pricing model. The fair value at the commitment date for the above warrants were based upon the following management assumptions:

	Commitment Date
Expected dividends		0%
Expected volatility		163% - 175%
Expected term:		2 - 3 years
Risk free interest rate		0.73% – 0.91%

A summary of the Company’s warrant activity for the three months ended March 31, 2016 is as follows:

	Number of Warrants		Weighted Average  Exercise Price
Outstanding – December 31, 2015		11,105,285	$	0.08
Granted		5,900,318		0.08
Exercised/settled		-		-
Balance as March 31, 2016		17,005,603	$	0.08

The Company’s outstanding warrants at March 31, 2016 are as follows:

Warrants Outstanding				Warrants Exercisable
Exercise  Price Range	Number Outstanding	Weighted  Average Remaining Contractual  Life  (in years)	Weighted  Average Exercise  Price	Number Exercisable	Weighted Average Exercise  Price	Intrinsic  Value
$0.05 - $0.25	17,005,603	1.93	$   0.08	17,005,603	$   0.08	730,760

The weighted average fair value per warrant issued during the three months ended March 31, 2016 was $0.09.

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NET LOSS PER SHARE

3 Months Ended

Mar. 31, 2016

NET LOSS PER SHARE

NET LOSS PER SHARE

NOTE 12 – EARNINGS (LOSS) PER SHARE

Net earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period.

Since the Company reflected a net loss for the three months ended March 31, 2016 and 2015, respectively, the effect of considering any common stock equivalents, if exercisable, would have been anti-dilutive. Therefore, a separate computation of diluted earnings (loss) per share is not presented.

The Company has the following common stock equivalents for the three months ended March 31, 2016 and 2015, respectively:

	As of March 31, 2016		As of March 31, 2015
Warrants (exercise price $0.05 - $0.25/share)		17,005,603		-
Convertible debt (exercise price $0.20/share)		250,000		-
		17,255,603		-

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RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2016

NOTES PAYABLE RELATED PARTY {1}

RELATED PARTY TRANSACTIONS

NOTE 13 – 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 was 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 was 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.

We are headquartered in Scottsdale, Arizona where we rent space from Kuboo Inc. our former parent company and a significant shareholder. Currently, the Company is renting approximately 6,100 square feet of space on a month-to-month basis. The monthly rent for this facility is $11,500. During the three months ended March 31, 2016 the company incurred expense payable to Kuboo, Inc. of $34,500 for rent.

During the three months ended March 31, 2016, Kae Yong Park, a significant shareholder, and her spouse, Howard Baer, advanced an aggregate of $125,000 on an unsecured basis to the Company for short-term capital needs.  During this period the Company also repaid $63,000 of its secured debt to Park.  At March 31, 2016, the Company had a note payable to Park for these advances of $1,011,307 of which $886,307 is secured by the assets of the Company.  

During the three months ended March 31, 2016, the Company incurred expenses of $45,000 related to its consulting contract with Howard Baer, the spouse of Kae Yong Park, our significant shareholder.

During the three months ended March 31, 2016, the Company received funds related to its joint venture of $30,000 and spent cash on behalf of its joint venture totaling $11,032.  The remaining $18,686 is included in accounts payable – related party and will be either remitted to the joint venture company once it has its own bank account or be used to pay invoices on its behalf.

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2016

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 14 – COMMITMENTS AND CONTINGENCIES

In May 2014, The Company entered into an asset purchase agreement that 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 15 - 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.

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 then 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 7, 2015, Lee Ori ("Plaintiff") instituted a legal action in Missouri against us, Wealthcorp, LLC, Winterwalk Capital, LLC, Christopher S. Walkup ("Walkup"), Marshall P. Winters and Paradigm Healthcare Solutions, LLC. The complaint alleged that (i) Walkup represented to the Plaintiff that he had the right to subscribe to shares of our common stock at a per share price of $.25 and (ii) that Walkup was the Company’s agent and individually and in such alleged agency capacity offered to sell Plaintiff an aggregate of 1,075,000 shares of company common stock for a total purchase price of $425,000. The Complaint alleges that we are liable to the Plaintiff for the acts and omissions of Walkup, based on the allegation that he was our agent.  The complaint seeks from us and Walkup (1) 1,075,000 shares of our common stock and (2) money damages in the amount of $425,000.

Without admitting any responsibility, the Company and the Plaintiff agreed in principle to settle the matter.  Under the settlement, the Company agreed to issue 400,000 restricted shares of common stock valued at $62,000 to the Plaintiff as consideration for the settlement. These shares had not been issued as of the date of these financial statements.  In addition, the Company has agreed to issue an additional 275,000 shares as liquidated damages if it breaches a certain material representation to be included in the settlement agreement.  The definitive settlement agreement is still being negotiated. The Company will value these if and when the shares become issuable.

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2016

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 15 – SUBSEQUENT EVENTS

Loan Advances

Since March 31, 2016, Kae Yong Park, a significant shareholder, and her spouse, Howard R. Baer, made additional unsecured advances to the Company of $17,550, leaving a balance due of $1,028,857 at May 16, 2016.  On April 13, 2016, the Company agreed to amend the promissory note with Kae Yong Park and Howard R. Baer so as to make $564,000 in principal amount due under said Note interest bearing at the rate of 10% per annum, effective January 1, 2016. The remaining principal is non-interest bearing.  At May 16, 2016, the Company has accrued interest owed under this agreement of $4,623.

Convertible Note Investment/Joint Venture

On April 8, 2016, the Company received the second tranche of the joint venture investment ($35,000) as well as the second $50,000 tranche of the $150,000 convertible note investment, in each case from its joint venture partner, as discussed in Note 4 – Investment in Joint Venture. The final $50,000 convertible note tranche was due April 29, 2016, but has not yet been received

The final $35,000 joint venture investment was due April 29, 2016, of which $15,000 was received in May and the remaining $20,000 has not yet been received.

On May 11, 2016, the Company issued a one-year promissory note for $65,000.Interest on this notes is to be paid at an aggregate of fifty percent of the original face value in quarterly payments calculated as a percentage of the joint venture company’s net revenues. This interest will only be payable in the event that the joint venture company generates net revenues.

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SECURITIES (Tables)

3 Months Ended

Mar. 31, 2016

Securities

Summarizes fair value at the commitment and re-measurement

The fair value at the commitment and re-measurement dates for the above warrant was based upon the following management assumptions:

	Commitment Date		Re-measurement Date
Expected dividends		0%	0%
Expected volatility		328%	332%
Expected term:		3 years	2.92 years
Risk free interest rate		0.91%	0.87%

Summarizes the securities activity for the three months

The following table summarizes the securities activity for the three months ended March 31, 2016:

Balance – December 31, 2015	$	-
Warrants received		175, 044
Exercised		-
Realized gain (loss)		-
Unrealized gain (loss)		(9,760)
Balance – March 31, 2016	$	165,284

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WEB DEVELOPMENT COSTS AND DOMAIN NAMES ASSETS (TABLE)

3 Months Ended

Mar. 31, 2016

WEB DEVELOPMENT COSTS AND DOMAIN NAMES ASSETS (TABLE):

WEB DEVELOPMENT COSTS AND DOMAIN NAMES ASSETS (TABLE)

During the three months ended March 31, 2016 and 2015 the Company recorded amortization expense of $18,091 and $13,200, respectively, related to websites previously launched. 

	As of March 31, 2016		As of December 31, 2015		Amortization Period
Web development costs		323,161		339,162	5 years
Capitalized costs		-		-
Less: reallocation of cost to invoices		-		(16,000)
Less: accumulated depreciation		(91,924)		(73,833)
	$	231,237	$	249,329

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PROPERTY AND EQUIPMENT (Tables)

3 Months Ended

Mar. 31, 2016

PROPERTY AND EQUIPMENT {1}

PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at March 31, 2016 and December 31, 2015:

	As of March 31, 2016		As of December 31, 2015		Estimated Useful Life
Furniture and equipment		12,437		12,437	3 years
Total		12,437		12,437
Less: Accumulated depreciation		(6,653)		(5,616)
	$	5,784	$	6,821

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY (Tables)

3 Months Ended

Mar. 31, 2016

ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY (Tables):

ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY (Tables)

At March 31, 2016, the Company had a balance in related party accounts payable and accrued expenses of $311,410 which consisted of the following:

Party Name:	Relationship:			Amount
Howard Baer	Spouse of majority shareholder	Consulting fees		135,500
John Venners	Director/EVP, President and CEO of Kuboo, Inc.	Consulting fees/salaries		98,466
John Venners	Director/EVP, President and CEO of Kuboo, Inc.	Advances		3,000
Kuboo, Inc.	Former parent company, significant shareholder	Rent		55,476
JLovers, Inc.	Joint venture company	Operating/development funds		18,968
			$	311,410

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NOTES PAYABLE RELATED PARTY (Tables)

3 Months Ended

Mar. 31, 2016

NOTES PAYABLE RELATED PARTY {1}

NOTES PAYABLE RELATED PARTY-TABLE

The following table summarizes the Company’s balance for these advances for the three months ended March 31, 2016:

Amount due - December 31, 2015	$	949,307
Advances received from Park		125,000
Repayments made to Park		(63,000)
Balance due–March 31, 2016	$	1,011,307

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NOTES PAYABLE (Tables)

3 Months Ended

Mar. 31, 2016

NOTES PAYABLE

Dilutive shares associated with convertible notes outstanding

Dilutive shares associated with convertible notes outstanding at March 31, 2016 is as follows:

	Principal		Shares
Note dated February 29, 2016, convertible at $0.20 per share	$	50,000		250,000
Total Dilutive shares – March 31,2016				250,000

Summarizes the Company's notes payable

The following table summarizes the Company’s notes and convertible notes payable for the three months ended March 13, 2016:

	Notes		Convertible Notes
Balance – December 31, 2015	$	79,900	$	-
Note proceeds received		-		50,000
Repayments on notes		-		-
Balance – March 31,2016	$	79,900	$	50,000

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STOCK WARRANTS (Tables)

3 Months Ended

Mar. 31, 2016

Company's outstanding stock warrants

Company's fair value of each warrant

The fair value of each warrant granted is estimated on the date of grant using the Black-Scholes option-pricing model. The fair value at the commitment date for the above warrants were based upon the following management assumptions:

	Commitment Date
Expected dividends		0%
Expected volatility		163% - 175%
Expected term:		2 - 3 years
Risk free interest rate		0.73% – 0.91%

Company's warrant activity

A summary of the Company’s warrant activity for the three months ended March 31, 2016 is as follows:

	Number of Warrants		Weighted Average  Exercise Price
Outstanding – December 31, 2015		11,105,285	$	0.08
Granted		5,900,318		0.08
Exercised/settled		-		-
Balance as March 31, 2016		17,005,603	$	0.08

Company's outstanding stock warrants

The Company’s outstanding warrants at March 31, 2016 are as follows:

Warrants Outstanding				Warrants Exercisable
Exercise  Price Range	Number Outstanding	Weighted  Average Remaining Contractual  Life  (in years)	Weighted  Average Exercise  Price	Number Exercisable	Weighted Average Exercise  Price	Intrinsic  Value
$0.05 - $0.25	17,005,603	1.93	$   0.08	17,005,603	$   0.08	730,760

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EARNINGS (LOSS) PER SHARE (Tables)

3 Months Ended

Mar. 31, 2016

EARNINGS (LOSS) PER SHARE

EARNINGS (LOSS) PER SHARE

The Company has the following common stock equivalents for the three months ended March 31, 2016 and 2015, respectively:

	As of March 31, 2016		As of March 31, 2015
Warrants (exercise price $0.05 - $0.25/share)		17,005,603		-
Convertible debt (exercise price $0.20/share)		250,000		-
		17,255,603		-

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ORGANIZATION AND BASIS OF PRESENTATION(Details)	Feb. 29, 2016	Jun. 25, 2014 USD ($) shares
ORGANIZATION AND BASIS OF PRESENTATION Details
Company completed the acquisition of approximately cannabis related Internet domain names		7,500
Company issued shares of its common stock | shares		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%
The Company own equity and future earnings of the joint venture company	60.00%
Tumbleweed Holdings, Inc. ("TW"), equity and future earnings of the joint venture company	40.00%

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LIQUIDITY/GOING CONCERN (Details) - USD ($)	3 Months Ended
	Mar. 31, 2016	May. 31, 2008
Going concern details
The Company is an early stage enterprise and has accumulated losses		$ 19,497,823
The Company recently raised capital through the sale of its common stock	$ 50,000
Company received a net in loans from its significant shareholder	$ 62,000

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INVESTMENT IN JOINT VENTURE (Details)	Feb. 29, 2016 USD ($) $ / shares shares
INVESTMENT IN JOINT VENTURE Details
The Company contributed the URL to the joint venture entity, in exchange for the joint venture	60.00%
TW contributed towards the development of the online web portal,	$ 30,000
TW Contributed additional towards the development of the online web portal	70,000
Principal amounts of notes	500,000
TW agreed to purchase an aggregate in principal amount of convertible notes	$ 150,000
Company's common stock at a conversion price per share | $ / shares	$ 0.20
Face value of the notes	50.00%
Additionally, both parties issued the other a warrant to purchase their outstanding common stock	4.90%
TW issued a warrant to the Company to purchase shares of common stock | shares	9,770,878
TW Issued shares of common stock exercise price per share | $ / shares	$ 0.02
Purchased shares valued at	$ 175,044
Company issued a warrant to TW to purchase shares | shares	5,525,318
Company's common stock at an exercise price. | $ / shares	$ 0.08
TW Purchased shares valued at	$ 475,751
Company's initial investment in the joint venture company was recorded at the historic cost basis .	0
Expenses related to the excess value of warrants	$ 300,707

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SECURITIES (Details)	Mar. 31, 2016 USD ($) shares
SECURITIES Details
Company received a warrant to purchase up to Shares of Tumbleweed Holdings, Inc | shares	9,770,878
Tumbleweed Holdings, Inc. at an exercise price of	0.02
The initial value of the warrant was | $	$ 175,044
Commitment Date:
Expected dividends	0.00%
Expected volatility	328.00%
Expected term: (years)	3
Risk free interest rate	0.91%
Re-measurement Date
Expected dividends.	0.00%
Expected volatility.	332.00%
Expected term: (years).	2.92
Risk free interest rate.	0.87%

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Security Activity -Three months Ended -march 2016 (Details) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Security Activity Details
Balance	$ 165,284	$ 0
Warrants received		175,044
Exercised.		0
Realized gain (loss).		0
Unrealized gain (loss)		$ (9,760)

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Website development and Amortization expenses ( Details) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Website development and Amortization expenses Details
Company recorded website development expenses	$ 6,975	$ 30,930
Company recorded amortization expense	$ 18,091	$ 13,200

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WEB DEVELOPMENT COSTS (Details)	Mar. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)
WEB DEVELOPMENT COSTS Details
Web development costs	$ 323,161	$ 339,162
Capitalized costs	0	0
Less: reallocation of cost to invoices	0	(16,000)
Less: accumulated depreciation	(91,924)	(73,833)
Total web development costs	$ 231,237	$ 249,329
AMORTIZATION Period (in years)	5	5

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PROPERTY AND EQUIPMENT (Details)	Mar. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)
Furniture and equipment details
Furniture and equipment	$ 12,437	$ 12,437
Total furniture and equipment net	12,437	12,437
Less: Accumulated depreciation.	(6,653)	(5,616)
Net total of Furniture and euqipment	$ 5,784	$ 6,821
Estimated useful life in years	3	3

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Depreciation (Details) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Depreciation Expenses of property expenses
The company recorded depreciation expense	$ 1,037	$ 1,036

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY (Details)	Mar. 31, 2016 USD ($)
ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY Details
Howard Baer Majority shareholder Consulting fees	$ 135,500
John Venners Director, President and CEO of Kuboo, Inc Consulting fees salaries	98,466
John Venners Director, President and CEO of Kuboo, Inc Advances	3,000
Kuboo, Inc significant shareholder Rent	55,476
JLovers, Inc Joint venture company Operating/development funds	18,968
Total Accounts payable and accrued expenses	$ 311,410

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NOTES PAYABLE RELATED PARTY (Details)	Jun. 23, 2014 USD ($)
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

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NOTES PAYABLE RELATED PARTY-Narrative(Details)	3 Months Ended
	Mar. 31, 2016 USD ($)
Short term capital needs details
Park advanced an aggregate amount on an unsecured basis to the Company for short-term capital needs	$ 125,000
Company also repaid its secured debt to Park	63,000
Company had a note payable to Park for these advances	1,011,307
Secured assets of compamy	$ 886,307

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Company advances (Details) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Company advances Details
Amount due on December		$ 949,307
Advances received from Park	$ 0	125,000
Repayments made to Park	0	$ (63,000)
Balance due on march	$ 1,011,307

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Kae Yong Park (Details)	Jul. 25, 2014 USD ($)
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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NOTES PAYABLE (Details) - USD ($)	Mar. 31, 2016	Aug. 10, 2015	Jul. 01, 2015
NOTES PAYABLE Details
Seven (7) day loan agreement with two parties for aggregate proceeds		$ 0	$ 34,900
One hundred twenty (120) day loan agreement with an existing investor for aggregate proceeds		$ 45,000	$ 0
The note bears interest at the rate Annually		6.00%	6.00%
Company issued an aggregate shares of common stock		1,200,000	349,000
Aggregate shares of common stock Valued at		$ 38,918	$ 26,016
Issued warrants to purchase an aggregate shares of the company		0	100,000
Note-1 have not yet been repaid and principal and interest totaling is in default	$ 36,700
Note-2 have not yet been repaid and principal and interest totaling is in default	$ 46,600

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Covertible notes (Details) - USD ($)	Mar. 31, 2016	Feb. 29, 2016
Dilutive shares associated with convertible notes outstanding {1}
Note Convertible at 0.20 per share principal amount		$ 50,000
Dilutive shares outstanding		250,000
Total Dilutive shares	250,000

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Convertible notes - Narrative (Details) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Convertible notes - Narrative Details
Balance of notes	$ 0	$ 79,900
Note proceeds received-convertible notes	50,000	0
Repayments on notes	0	0
Balance of notes and convertible notes	$ 50,000	$ 79,900

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STOCK WARRANTS (Details) - USD ($)	Mar. 31, 2016	Feb. 29, 2016
STOCK WARRANTS details
Company entered into an Joint venture agreement issued a warrant to purchase shares		5,525,318
Exercise price of a common stock share		$ 0.08
The warrants were valued at		$ 475,751
Company issued two year warrants to John Hollister, Interim CEO, to purchase shares	375,000
Two year warrant purchased shares exercise price	$ 0.09
Two year warrants were valued at	$ 33,236

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FAIR VALUE AT THE COMMITMENT (Details)	3 Months Ended
	Mar. 31, 2016
FAIR VALUE AT THE COMMITMENT
Expected dividends	0.00%
Expected volatility minimum	163.00%
Expected volatility maximum	175.00%
Expected term in years minimum	2
Expected term in years maximum	3
Risk free interest rate minimum	0.73%
Risk free interest rate maximum	0.91%

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SUMMARY OF WARRANT ACTIVITY (Details) - $ / shares	Mar. 31, 2016	Dec. 31, 2015
SUMMARY OF WARRANT ACTIVITY Details
Outstanding number of warrants		11,105,285
Outstanding warrants weigjhted Average exercise price		$ 0.08
Granted warrants		5,900,318
Granted warrants Weighted Average exercise price		$ 0.08
Exercised/settled Warrants		0
Exercised/settled Warrants Weighted Average		$ 0
Outstanding number of Warrants .	17,005,603
Outstanding warrants weighted Average exercise price shares	$ 0.08

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WARRANTS (Details)	Mar. 31, 2016 $ / shares shares
Warrants Outstanding
Warrants Outstanding Exercise Price minimum	$ 0.05
Warrants Outstanding Exercise Price maximum	$ 0.25
Warrants Outstanding Number | shares	17,005,603
Warrants Outstanding Weighted Average Remaining Contractual Life (in years)	1.93
Warrants Outstanding Weighted Average Exercise Price	$ 0.08
Warrants Exercisable
Warrants Exercisable Number | shares	17,005,603
Warrants Exercisable Weighted Average Exercise Price	$ 0.08
Warrants Exercisable Intrinsic Value | shares	730,760

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EARNINGS (LOSS) PER SHARE (Details) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
EARNINGS (LOSS) PER SHARE Details
Warrants (exercise price $0.05 - $0.25/share)	$ 17,005,603	$ 0
Convertible debt (exercise price $0.20/share)	250,000	0
Total Warrants and convertible	$ 17,255,603	$ 0

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RELATED PARTY TRANSACTIONS (Details) - USD ($)	Jul. 25, 2014	Jun. 23, 2014
Related party transaction details
Issued to the Seller on the closing date in shares		78,500,000
Restricted common stock in percentage		81.00%
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
Monthly royalty to the Seller		6.00%
Royalty Payment		$ 150,000
Company has gross revenues in excess		$ 150,000
Kae Yong Park make first installment payment	$ 100,000
Company pay due under the Amended and Restated Note	100,000
Agreed to pay Kae Yong Park for any consulting services	9,500
Company is renting 6,100 square feet of space for monthly rent	$ 11,500

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Related party payables (Details)	3 Months Ended
	Mar. 31, 2016 USD ($)
Related party payables
Company incurred expenses payable to Kuboo, Inc. for a total amount	$ 34,500
Kae Yong Park, a significant shareholder, and her spouse, Howard Baer, advanced an aggregate amount	125,000
Repayment of its secured debt to Park.	63,000
Company had a note payable for these advances to Ms. Park	1,011,307
Advances paid to Mr.park out of which secured assets of the company	886,307
Company incurred expenses related to its consulting contract with Howard Baer	45,000
Company received funds related to its joint venture	30,000
Cash on behalf of its joint venture totaling	11,032
The remaining is is included in accounts payable	$ 18,686

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COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	Aug. 07, 2015	Jul. 25, 2014	Jun. 23, 2014	May. 31, 2014
COMMITMENTS AND CONTINGENCIES Details
Gross monthly revenue	$ 0	$ 0	$ 0	$ 150,000
Company gross revenues are in excess	0	0	0	150,000
Promissory note issued by the company	$ 0	$ 0	$ 500,000	$ 0
Promissory note interest	0.00%	0.00%	3.25%	0.00%
Company in receipt of amount	$ 0	$ 0	$ 1,000,000	$ 0
Euqity fund amount	0	0	100,000	0
Least gross revenue	0	0	150,000	0
In 36 months payable amount	0	0	400,000	0
Shareholder, Kae Park, and her spouse Howard Baer (collectively "Park"), under which Park committed to advance the Company a minimum	0	500,000	0	0
Company made first installment to lender	0	100,000	0	0
Thereafter, Kae Yong Park waived the requirement that the Company pay the due	0	100,000	0	0
Park's receipt of funding from a third party lender	$ 0	$ 0	$ 0	$ 0
Park's receipt of funding from a third party lender number of shares	0	0	0	0
Under the pledge agreement, if Park defaults on the repayment of the note	$ 0	$ 0	$ 0	$ 0
represented to the Plaintiff that he had the right to subscribe to shares of our common stock at a per share price of	$ 0.25	$ 0.25	$ 0.00	$ 0.00
Walkup was the Company's agent and individually and in such alleged agency capacity offered to sell Plaintiff an aggregate of shares	1,075,000	0	0	0
company common stock for a total purchase price	$ 425,000	$ 0	$ 0	$ 0
Damamge amount	425,000	0	0	0
Company has agreed to issue 400,000 restricted shares of common stock valued at	$ 62,000	$ 0	$ 0	$ 0
Company has agreed to issue an additional shares as liquidated damages if it breaches	275,000	0	0	0

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SUBSEQUENT EVENTS (Details) - USD ($)	May. 16, 2016	May. 11, 2016	Apr. 29, 2016	Apr. 08, 2016	Mar. 31, 2016
Loan Advances
Howard R. Baer, made additional unsecured advances to the Company	$ 0				$ 17,750
Balance due on May 16, 2016	1,028,857				0
The advances are non-interest bearing with	$ 0				$ 564,000
Interest Bearing rate	10.00%				0.00%
Company has accrued interest owed under this agreement	$ 4,623
Company received the second tranche of the joint venture investment				$ 35,000
Company received the second tranche				50,000
Convertible note investment amount				150,000
The final convertible note tranche was due but has not yet been received				$ 50,000
The final joint venture investment due			$ 35,000
Investment amount received			15,000
Remaining amount which is not received			$ 20,000
Company issued a one-year promissory note for		$ 65,000
Interest on this notes is to be paid at an aggregate of the original face value		50.00%