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, 2017

 .

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 15, 2017
Common Capital Voting Stock, $0.001 par value per share	114,236,581 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, 2017

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,
	2017		December 31,
	(unaudited)		2016
ASSETS
Current Assets
Cash	$	199	$	14.405
Total Current Assets		199		14.405
Property and equipment, net $10,800 and $9,763 depreciation		1,638		2,675
Web Development Costs, net $153,040 and $134,949 amortization		158,872		176,963
Investment in joint venture		17,361		17,361
Total Assets	$	178,070	$	211,404
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$	368,610	$	340,805
Accounts payable and accrued expenses – related party		783,403		704,997
Notes payable – related party		1,604,428		1,542,217
Notes payable		79,900		79,900
Convertible notes payable		100,000		100,000
Total Current Liabilities		2,936,341		2,767,919
Noncurrent Liabilities
Notes payable – related party		400,000		400,000
Total Liabilities		3,336,341		3,167,919
Commitments and Contingencies		-		-
Stockholders’ Deficit
Common stock - 200,000,000 shares authorized having a par value of $.001 per share; 113,236,581 and 112,836,581 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively		113,237		112,837
Subscription payable		-		62,000
Additional paid-in capital		17,613,658		17,552,058
Accumulated deficit		(20,885,166)		(20,683,410)
Total Stockholders’ Deficit		(3,158,271)		(2,965,515)
Total Liabilities and Stockholders’ Deficit	$	178,070	$	211,404

See accompanying notes to financial statements.

3

NORTHSIGHT CAPITAL, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended
	March 31,		March 31,
	2017		2016 (revised)
Revenues	$	3,165	$	4,109
Operating Expenses:
General administrative		56,165		152,825
Consulting expense - related party		45,000		45,000
Executive compensation		-		178,236
Professional fees		51,933		58,079
Rent - related party		34,500		34,500
Travel		-		2,327
Total operating expenses		187,598		470,967
Loss From Operations		(184,433)		(466,858)
Other Income (Expense)
Loss on investments		-		(475,751)
Interest expense		(17,323)		(2,169)
Total other income (expense)		(17,323)		(477,920)
Net Loss	$	(201,756)	$	(944,778)
Weighted Average Number of Common Shares
Outstanding - Basic and Diluted	113,188,229		112,761,581
Loss per Common Share - Basic and Diluted	$	(0.00)	$	(0.01)

See accompanying notes to financial statements.

4

NORTHSIGHT CAPITAL, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended March 31,
	2017		2016 (revised)
Cash Flows From Operating Activities
Net loss	$	(201,756)	$	(944,778)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of property and equipment		1,037		1,037
Amortization of web development costs		18,091		18,091
Warrants issued for executive compensation		-		33,236
Loss on investments		-		475,751
Changes in operating assets and liabilities:
Accounts receivable		-		230
Advances to employees		-		(1,930)
Accounts payable and accrued expenses		27,805		147,499
Accounts payable - related party		78,406		137,468
Net Cash Used In Operating Activities		(76,417)		(133,396)
Cash Flows From by Investing Activities		-		-
Cash Flows From Financing Activities
Proceeds from convertible notes payable		-		50,000
Proceeds from notes payable – related party		105,699		125,000
Payments on notes payable – related party		(43,488)		(63,000)
Net Cash Provided by Financing Activities		62,211		112,000
Net Decrease In Cash		(14,206)		(21,396)
Cash, Beginning of Period		14,405		22,951
Cash, End of Period	$	199	$	1,555
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	$	-	$	-
Cash paid for income taxes	$	-	$	-
Non-Cash Activities
Common stock issued as settlement of obligations	$	62,000	$	-
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, 2017

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 14 - Related Party Transactions.

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

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

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. The results of operations for the three month period ended March 31, 2017, are not necessarily indicative of the operating results for the full year.

NOTE 2 – LIQUIDITY/GOING CONCERN

The Company had a net loss of $201,756 for the three months ended March 31, 2017, has accumulated losses of $20,885,166 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, 2017 the Company received a net $62,211 in loans from related party shareholders to fund operations. 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 17 – 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 $165,000 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 17 – Subsequent Events).

During the year ended December 31, 2016, Tumbleweed contributed a total of $85,000 to the joint venture company. Tumbleweed has not contributed the remaining $15,000 as of the date of these financial statements.

Additionally, both parties agreed to issue the other a warrant to purchase 4.9% of their outstanding common stock. Pursuant to this agreement, TW agreed to issue a warrant to the Company to purchase 9,770,878 shares of its common stock at an exercise price of $0.02 per share, and the Company agreed to issue 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 12 – Stock Warrants for details). As of the date of these financial statements, TW has not yet issued the warrants due to the Company. Therefore, the Company has not yet recorded their value on its balance sheet.

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 $475,751 related to the value of warrants the Company issued and is included as a component of loss on investments in the Company’s Statements of Operations for the three months ended March 31, 2016.

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, 2017, the joint venture did not have a net income or loss. 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 due to the Company having a zero book value in the investment.

As of March 31, 2017, Tumbleweed was in default under the terms of the joint venture agreement and owed the joint venture company the remaining $15,000 in development funding and the Company $50,000 for the final note purchase, both of which were due by April 29, 2016. Additionally, Tumbleweed owes the joint venture company $18,904, representing its 40% share of costs in excess of the first $100,000.

On August 15, 2016, the Company instituted a legal action in Arizona against, Tumbleweed Holdings Inc., (“TW”). The complaint alleged that (i) TW breached the joint venture agreement by failing to fund the remaining $15,000 due to the joint venture company by April 29, 2016, (ii) TW breached the joint venture agreement by failing to fund the last $50,000 convertible note due to the Company by April 29, 2016, and (iii) TW breached the joint venture agreement by failing to fund their respective 40% of development expense in excess of the initial $100,000. The Company seeks damages in the amount of $128,000 plus interest.

7

On September 22, 2016, Tumbleweed Holdings Inc., instituted a counterclaim in Arizona in response to the above legal action. The complaint alleged that (i) The Company breached the joint venture agreement by failing to leverage relationships and failing to provide budgeting and accounting records, (ii) the Company breached implied covenant of good faith and fair dealing by enticing TW into making significant contributions and then failing to perform under the agreement, (iii) the Company was unjustly enriched by having use of funds contributed by TW, (iv) the Company converted funds contributed by TW into its own assets, and (v) the Company has not provided accounting for all funds received by TW. TW seeks damages in the amount to be determined at trial. The Company believes these claims are without merit and intends to vigorously defend itself against them.

Summary revenue information on the joint venture for the three months ended March 31, 2017 and 2016 is as follows:

	For the Three Months Ended
	March 31, 2017		March 31, 2016
	(Unaudited)		(Unaudited)
Revenues	$	-	$	-
Operating Expenses:
General administrative		-		2,210
Total operating expenses		-		2,210
Loss from operations		-		(2,210)
Net Loss	$	-	$	(2,210)
Company Share of Net Loss	$	-	$	(1,326)

NOTE 5 – SECURITIES

In conjunction with the formation of the joint venture discussed in Note 4, Tumbleweed Holdings agreed to issue the Company 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. At March 31, 2017, Tumbleweed had not yet issued these warrants to the Company. The Company will record the value of these warrants on its balance sheet once they are received.

NOTE 6 – WEB DEVELOPMENT COSTS AND DOMAIN NAMES ASSETS

In accordance with ASC 350-50, during the three months ended March 31, 2017 and the year ended December 31, 2016, 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, 2017 and 2016 the Company recorded website development expenses of $2,218 and $6,975, 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, 2017 and 2016 the Company recorded amortization expense of $18,091 related to websites previously launched.

	As of March 31, 2017		As of December 31, 2016		Amortization Period
Web development costs	$	311,912	$	311,912	5 years
Capitalized costs		-		-
Less: accumulated depreciation		(153,040)		(134,949)
	$	158,872	$	176,963

8

NOTE 7 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at March 31, 2017 and December 31, 2016:

	As of March 31, 2017		As of December 31, 2016		Estimated Useful Life
Furniture and equipment	$	12,438	$	12,438	3 years
Total		12,437		12,437
Less: Accumulated depreciation		(10,799)		(9,763)
	$	1,638	$	2,675

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 $1,037 during the three months ended March 31, 2017 and 2016, respectively.

NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY

At March 31, 2017, the Company had a balance in related party accounts payable and accrued expenses of $783,403 which consisted of the following:

Party Name:	Relationship:			Amount
Howard Baer	Spouse of majority shareholder	Consulting fees		315,500
Howard Baer	Spouse of majority shareholder	Accrued interest		70,461
John Venners	Director/EVP, President and CEO of Kuboo, Inc.	Consulting fees/salaries		233,466
John Venners	Director/EVP, President and CEO of Kuboo, Inc.	Advances		3,000
Kuboo, Inc.	Former parent company, significant shareholder	Rent		160,976
			$	783,403

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, 2017, Park advanced an aggregate of $36,400 on an unsecured basis to the Company for short-term capital needs. During this period, the Company also repaid $7,550 of its secured debt to Park and recaptured $35,938 worth of payroll expenses for Park’s use of Company personnel. Amounts recaptured for use of Company personnel have been treated as repayments on the Company’s Statements of Cash Flows. At March 31, 2017, the Company had a note payable to Park for these advances of $1,407,579 which 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, 2017:

Amount due - December 31, 2016	$	1,414,667
Advances received from Park		36,400
Repayments made to Park		(7,550)
Recapture of Company expenses		(35,938)
Balance due–March 31, 2017	$	1,407,579

9

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 15 - 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.

Between December 1, 2016 and March 16, 2017, the Company received proceeds of $131,849 from a related party and significant shareholder for which notes were issued bearing 8% interest annually. The notes, as extended, mature on August 1, 2017 and are unsecured. At March 31, 2017, the Company had accrued interest of $2,359 related to the notes.

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, 2017, these notes have not yet been repaid and principal and interest totaling $38,549 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, 2017, these notes have not yet been repaid and principal and interest totaling $48,991 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 the note is payable quarterly in an amount equal to a percentage of the Company’s joint venture company’s net revenues, up to fifty percent of the original face value This interest will be payable only in the event that the joint venture company generates net revenues. Concurrent with this agreement, the Company issued the first of these convertible notes. On April 8, 2016, the Company issued the second of these convertible notes. As of March 31, 2017, the proceeds from the third note investment of $50,000 had not been received.

Dilutive shares associated with convertible notes outstanding at March 31, 2017 is as follows:

	Principal		Shares
Note dated February 29, 2016, convertible at $0.20 per share	$	50,000		250,000
Note dated April 8, 2016, convertible at $0.20 per share		50,000		250,000
Total Dilutive shares –March 31, 2017	$	100,000		500,000

10

The following table summarizes the Company’s notes and convertible notes payable for the three months ended March 31, 2017:

	Notes		Convertible Notes
Balance – December 31, 2016	$	79,900	$	100,000
Note proceeds received		-		-
Repayments on notes		-		-
Balance –March 31, 2017	$	79,900	$	100,000

NOTE 11 – EQUITY

On January 10, 2017, the Company issued 400,000 shares of the Company’s common stock previously recorded as a subscription payable valued at $62,000 as settlement of its previously settled lawsuit with Lee Ori.

NOTE 12 – STOCK WARRANTS

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.

A summary of the Company’s warrant activity for the three months ended March 31, 2017 is as follows:

	Number of Warrants		Weighted Average Exercise Price
Outstanding – December 31, 2016		17,755,603	$	0.08
Granted		-		-
Exercised/settled		-		-
Balance as March 31, 2017		17,755,603	$	0.08

The Company’s outstanding warrants at March 31, 2017 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		17,755,603		0.95	$	0.08		17,755,603	$	0.08		497,880

NOTE 13 – 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, 2017 and 2016, 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 as of March 31, 2017:

	As of March 31, 2017
Warrants (exercise price $0.05 - $0.25/share)		17,755,603
Convertible debt (exercise price $0.20/share)		500,000
		18,255,603

11

NOTE 14 – RELATED PARTY TRANSACTIONS

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, 2017 the company incurred expense payable to Kuboo, Inc. of $34,500 for rent.

Between January 13, 2017 and March 16, 2017, the Company received proceeds of $69,299 from a related party and significant shareholder for which notes were issued bearing 8% interest annually. The notes, as extended, mature on August 1, 2017 and are unsecured. At March 31, 2017, the Company had accrued interest of $2,359 related to the notes.

During the three months ended March 31, 2017, Kae Yong Park, a significant shareholder, and her spouse, Howard Baer (collectively, “Park”), advanced an aggregate of $36,400 on an unsecured basis to the Company for short-term capital needs. During this period, the Company also repaid $7,550 of its secured debt to Park and recaptured $35,938 worth of payroll expenses for Park’s use of Company personnel. At March 31, 2017, the Company had a note payable to Park for these advances of $1,407,579 which is secured by the assets of the Company.

During the three months ended March 31, 2017, the Company incurred expenses of $45,000 related to its consulting contract with Howard Baer, the spouse of Kae Yong Park, our significant shareholder.

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. During the three months ended March 31, 2017, the company incurred interest expense of $13,907 related to this note. At March 31, 2017, the Company has accrued interest owed under this agreement of $70,461.

NOTE 15 – 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.

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 15, 2016, the Company instituted a legal action in Arizona against, Tumbleweed Holdings Inc., (“TW”). The complaint alleged that (i) TW breached the joint venture agreement by failing to fund the remaining $15,000 due to the joint venture company by April 29, 2016, (ii) TW breached the joint venture agreement by failing to fund the last $50,000 convertible note due to the Company by April 29, 2016, and (iii) TW breached the joint venture agreement by failing to fund their respective 40% of development expense in excess of the initial $100,000. The Company seeks damages in the amount of $128,000 plus interest.

On September 22, 2016, Tumbleweed Holdings Inc., instituted a counterclaim in Arizona in response to the above legal action. The complaint alleged that (i) The Company breached the joint venture agreement by failing to leverage relationships and failing to provide budgeting and accounting records, (ii) the Company breached implied covenant of good faith and fair dealing by enticing TW into making significant contributions and then failing to perform under the agreement, (iii) the Company was unjustly enriched by having use of funds contributed by TW, (iv) the Company converted funds contributed by TW into its own assets, and (v) the Company has not provided accounting for all funds received by TW. TW seeks damages in the amount to be determined at trial. The Company believes these claims are without merit and intends to vigorously defend itself against them.

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NOTE 16 – REVISION OF PRIOR PERIOD FINANCIAL STATEMENTS

The Company identified an error relating to the recognition of warrants not yet received during the year ended December 31, 2016. The effect of error is to increase the net loss for the period ended March 31, 2016.

In accordance with the guidance provided by the SEC’s Staff Accounting Bulletin 99, Materiality, and Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Measurements in Current Year Financial Statements, the Company determined that the impact of the adjustments relating to the correction of this accounting error are not material to previously issued unaudited financial statements. Accordingly, these changes are disclosed herein and will be disclosed prospectively.

As a result of the aforementioned correction of accounting errors, the revised prior unaudited financial statements have been revised as follows:

	March 31, 2016
	As Previously				As
Balance Sheet	Reported		Adjustments		Revised
Available for sale securities	$	165,284	$	(165,284)	$	-
Accumulated other comprehensive loss		(9,760)		9,760		-
Total stockholders' deficit		(1,847,786)		(165,284)		(2,013,070)

	For the Three Months Ended March 31, 2016
	As Previously				As
Statement of Operations	Reported		Adjustments		Revised
Loss on investments	$	(300,707)	$	(175,044)	$	(475,751)
Net loss		(769,734)		(175,044)		(944,778)
Loss on marketable securities		(9,760)		9,760		-
Total comprehensive loss		(779,494)		(165,284)		(944,778)
Net loss-basic and diluted		(0.01)		-		(0.01)

	For the Three Months ended March 31, 2016
	As Previously				As
Statement of Cash Flows	Reported		Adjustments		Revised
Net loss	$	(769,734)	$	(175,044)	$	(944,778)
Loss on investments		300,707		175,044		475,751

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NOTE 17 – SUBSEQUENT EVENTS

We have evaluated all events that occurred after the balance sheet date through the date when our financial statements were issued to determine if they must be reported. Management has determined that other than as disclosed below, there were no additional reportable subsequent events to be disclosed.

Loan Advances

Since March 31, 2017, Kae Yong Park, a significant shareholder, and her spouse, Howard R. Baer, made additional unsecured advances to the Company of $10,250, leaving a balance due of $1,417,829 at May 15, 2017. These advances are secured by all of the Company’s assets, including all of its internet domain names, websites and related assets, and are payable on demand. Of the aggregate $1,417,829 owed at May 15, 2017, $853,829 is non-interest bearing.

On May 1, 2017, a related party and significant shareholder advanced the Company $40,000 to fund business operations.

On May 15, 2017, a related party and significant shareholder advanced the Company $50,000 to fund business operations. This advance is evidenced by a three month, interest bearing (8% per-annum), secured promissory note. The repayment of this promissory note is secured by the following Internet domain names and related websites: www.weeddepot.com and www.420careers.com. The existing lienholders, Kae Yong Park and Howard R. Baer, have subordinated their liens in these assets.

Equity Transactions

On April 10, 2017, we sold 1,000,000 shares of common stock in a private transaction at a per share price of $.025, for gross proceeds of $25,000, to an “accredited investor” within the meaning of Rule 502 of Regulation D under the Securities Act of 1933, as amended.

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

Forward-looking Statements

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

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

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

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. 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.

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, $100,000 of which has been paid and the payment of $400,000 of which is contingent upon our achieving $150,000 in monthly revenues (see Note 14 - Related Party Transactions and Note 15 - Commitments and Contingencies). 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. On August 15, 2016, the Company instituted a legal action in Arizona against TW. The complaint alleges that (i) TW breached the joint venture agreement by failing to fund the remaining $15,000 due to the joint venture company by April 29, 2016, (ii) TW breached the joint venture agreement by failing to fund the last $50,000 convertible note due to the Company by April 29, 2016, and (iii) TW breached the joint venture agreement by failing to fund their respective 40% of development expense in excess of the initial $100,000. The Company seeks damages in the amount of $128,000 plus interest. On September 22, 2016, Tumbleweed Holdings Inc., instituted a counterclaim in Arizona in response to the above legal action. The complaint alleged that (i) The Company breached the joint venture agreement by failing to leverage relationships and failing to provide budgeting and accounting records, (ii) the Company breached implied covenant of good faith and fair dealing by enticing TW into making significant contributions and then failing to perform under the agreement, (iii) the Company was unjustly enriched by having use of funds contributed by TW, (iv) the Company converted funds contributed by TW into its own assets, and (v) the Company has not provided accounting for all funds received by TW. TW seeks damages in the amount to be determined at trial. The Company believes these claims are without merit and intends to vigorously defend itself against them.

15

In May, 2017, we determined not to proceed with our previously announced planned acquisition of Stargreen Enterprises, LLC, a Los Angeles, California, company (“Stargreen”).

Stargreen informed us that it has not raised the minimum $2.5 million called for by the LOI. In addition, Stargreen suggested substantial changes to the proposed transaction terms, which our management believed were not in the best interests of our shareholders. Based on the foregoing, we determined to terminate the planned acquisition transaction with Stargreen.

In May, 2017, we signed a non-binding memorandum of terms to acquire Crush Mobile Apps, LLC (www.CrushMobileApps.com), in an all-stock transaction. Crush Mobile, with approximately one million members, has developed a group of dating sites with a presence in the Latino, Israeli and African American communities. Crush will also be incorporating Northsight’s “Joint Lovers” dating app, which concentrates on the Cannabis space, into its dating applications suite.

Upon the closing, the Crush Mobile management team will take over our day to day operations, with the Crush Mobile current CEO, Sonya Kreizman, taking over as our interim CEO.

Consummation of the acquisition transaction is subject to a variety of conditions, including our raising $500,000 prior to closing, due diligence investigation by both parties, obtaining all necessary corporate approvals, and the negotiation and execution of definitive agreements. Accordingly, there can be no assurance that this transaction will be consummated.

Subject to the foregoing conditions, the closing is expected to occur around June 15, 2017.

Recent Funding History

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 payable quarterly in an amount equal to fifty percent of the original face value, based on a percentage of the joint venture company’s net revenues. This interest will be payable only in the event that the joint venture company generates net revenues. Concurrent with this agreement, the Company issued the first of these convertible notes.

Between February 29 and May 6, 2016, the joint venture company received aggregate proceeds of $85,000 from Tumbleweed Holdings, the joint venture partner. The final $15,000 tranche of the joint venture investment was due April 29, 2016 and remains unpaid. The Company is in litigation with Tumbleweed and is seeking to compel Tumbleweed to comply with its funding obligations under the Joint Venture Agreement.

Between January 3, and April 17, 2017 Kae Yong Park, a significant shareholder, and her spouse, Howard R, Baer (collectively, Park), made $46,650 of cash advances to us to fund our basic operations, $7,550 of which has been repaid and $35,938 of which has been recaptured for Park’s use of Company personnel, leaving a balance due of $1,417,829, as of May 15, 2017. The Company has used these limited funds to fund its basic operations on a severely scaled back basis.

Neither Ms. Park nor Mr. Baer are not under any obligation to provide any further funding to the Company. Ms. Park and her spouse are no longer able to provide ongoing advances to fund the company’s operations. The funding received during 2016 and 2017 is insufficient to fund the Company’s basic business operations. The Company has an immediate and urgent need for additional capital. Since early 2015, the Company has experienced great difficulty in raising capital from third parties. See “Liquidity and Capital Resources.”

Between January 13, and May 1, 2017, the Company received proceeds of $109,299 from a related party and significant shareholder for which notes were issued bearing 8% interest annually. The notes, as extended, mature on August 1, 2017 and are unsecured. The Company had total notes payable to the related party of $171,849 at May 15, 2017.

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Results of Operations

Three Months Ended March 31, 2017 Compared to the Three Months Ended March 31, 2016

The Company incurred net losses of approximately $202,000 for the three months ended March 31, 2017 as compared to a net loss of $945,000 for the three months ended March 31, 2016. The approximate $743,000 decrease n net loss is due primarily to the following: (all numbers approximate) a decrease in general and administrative expense of $97,000, due to mainly to decreases in consulting and contract labor expenses, a $178,000 decrease in executive compensation, due to a decrease in salaries and stock based compensation, a $6,00 decrease in professional fees, and a $476,000 decrease in non-cash losses on investments, partially offset by an increase in interest expense of $15,000. If we are able to raise substantial additional capital, we expect to ramp up our operations which will cause our operating expenses to increase substantially.

Liquidity and Capital Resources

As of March 31, and May 15, 2017, we had virtually no cash on hand. Between January 13, and May 1, 2017, the Company received gross proceeds from debt agreements of $109,299. Additionally, in order to fund our basic operations, between January 3 and April 17, 2017, Kae Yong Park, a significant shareholder, and her spouse, Howard Baer (together, “Park”), have collectively made cash advances of $46,650 to fund our basic operations, $7,550 of which has been repaid. In addition, $35,938 of the amount owed Park has been recaptured for Park’s use of Company personnel, leaving a balance due of $1,417,829, as of May 15, 2017.

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, 2017 (all numbers approximate) was $76,000, a decrease of approximately $57,000 from the $133,000 used during the comparable prior period. The $57,000 decrease in cash used by operations was due primarily to a $743,000 decrease in net loss, partially offset by a $33,000 decrease in warrants issued for executive compensation (non-cash), a $476,000 decrease in loss on securities (non-cash), a $179,000 decrease in the change (increase) in accounts payable and accrued expenses and a $59,000 decrease in related party payables.

Cash provided by financing activities for the three months ended March 31, 2017 was approximately $62,000 as compared to approximately $112,000 in the prior comparable period. The (all numbers are approximate) $50,000 decrease is due primarily to a decrease of $70,000 in proceeds from the issuance of debt (including convertible notes), partially offset by a $20,000 decrease in repayments on notes. 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 $100,000 in cash per month over the next twelve months, or $1.2 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 fourth quarter of 2017 (assuming we secure sufficient funding in the near term to implement our business plan, which we currently do not have). Accordingly, we have an immediate and extremely urgent need for capital to fund our operating activities.

17

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 no 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 from 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 could begin to generate significant revenues during the fourth 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 and at this time are unable to provide additional funding. 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 $1.2 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 $1,417,829, which is secured by the Company’s assets. As of April 13, 2016 (with an effective date of January 1, 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 lose their entire investment in the Company.

Off-balance Sheet Arrangements

None.

18

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

19

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

On August 15, 2016, the Company (“Plaintiff”) instituted a legal action in Arizona against, Tumbleweed Holdings Inc., (“TW”).

The complaint alleges that (i) TW breached the joint venture agreement by failing to fund the remaining $15,000 due to the joint venture company by April 29, 2016, (ii) TW breached the joint venture agreement by failing to fund the last $50,000 convertible note due to the Company by April 29, 2016, and (iii) TW breached the joint venture agreement by failing to fund their respective 40% of development expense in excess of the initial $100,000. The Company seeks damages in the amount of $128,000 plus interest.

On September 22, 2016, Tumbleweed Holdings Inc., instituted a counterclaim in Arizona in response to the above legal action. The complaint alleged that (i) The Company breached the joint venture agreement by failing to leverage relationships and failing to provide budgeting and accounting records, (ii) the Company breached implied covenant of good faith and fair dealing by enticing TW into making significant contributions and then failing to perform under the agreement, (iii) the Company was unjustly enriched by having use of funds contributed by TW, (iv) the Company converted funds contributed by TW into its own assets, and (v) the Company has not provided accounting for all funds received by TW. TW seeks damages in the amount to be determined at trial. The Company believes these claims are without merit and intends to vigorously defend itself against them.

Item 1A. Risk Factors

Not required.

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

On January 10, 2017, the Company issued 400,000 previously accrued shares of the Company’s commons stock as settlement of its lawsuit with Lee Ori.

On April 10, 2017, we sold 1,000,000 shares of common stock in a private transaction at a per share price of $.025, for gross proceeds of $25,000, to an “accredited investor” within the meaning of Rule 502 of Regulation D under the Securities Act of 1933, as amended.

Item 3. Defaults upon Senior Securities

As of May 15, 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 $38,800, consisting of $34,900 in unpaid principal and approximately $3,900 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 $49,800, consisting of $45,000 in unpaid principal and approximately $4,800 in unpaid interest.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

On May 15, 2017, John Lemak, a related party and significant shareholder, advanced the Company $50,000 to fund business operations. This advance is evidenced by a three month, interest bearing (8% per-annum), secured promissory note. The repayment of this promissory note is secured by the following Internet domain names and related websites: www.weeddepot.com and www.420careers.com. The existing lienholders, Kae Yong Park and Howard R. Baer, have subordinated their liens in these assets.

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Item 6. Exhibits

(a)

Exhibits

Identification of Exhibit

3.1	Articles of Incorporation, as amended (1)
3.2	Bylaws (1)
10.1	Asset Purchase Agreement between the Company and Kae Park, dated May 2, 2014 (2)
10.2	Amended and Restated Promissory Note issued to Kae Yong Park July 25, 2014 (3)
10.3	Agreement with Howard R. Baer dated December 2, 2014 (5)
10.4	Agreement with Kae Yong Park and Howard R. Baer regarding Funding (4)
10.5	Amended and Restated Promissory Note Issued to Kae Yong Park and Howard R. Baer Dated September 30, 2015 (6)
10.6	Agreement with Sandor Capital Master Fund (4)
10.7	Lease Agreement with Kuboo, Inc. dated May 19, 2015 (4)
10.8	Security Agreement with Kae Yong Park and Howard R. Baer Dated September 30, 2015 (6)
10.9	Joint Venture Agreement with Tumbleweed Holdings, Inc., dated February 29, 2016 (7)
10.10	Form of Convertible Note issued to Tumbleweed Holdings, Inc., dated February 29, 2016 (7)
10.11	Form of Note issued to Sandor Capital Master Fund dated May 11, 2016 (8)
10.12	Form of Note issued to John Lemak dated May 15, 2017 *
31.1	Certification of Principal Executive and Principal Financial Officer as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002 *
32.1	Certification of Principal Executive and Principal Financial Officer pursuant to 18 U.S.C section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

⁽¹⁾

Filed as Exhibits to our Form S-1 Registration Statement on July 11, 2008 and incorporated herein by reference.

⁽²⁾

Filed as Exhibit 4.01 to our Current Report on Form 8-K filed on May 7, 2014 and incorporated herein by reference.

⁽³⁾

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

⁽⁴⁾

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

⁽⁵⁾

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

⁽⁶⁾

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

⁽⁷⁾

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

⁽⁸⁾

Filed as Exhibits to our Form 10Q filed on May 16, 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 15, 2017	By:	/s/John Venners
			John Venners, EVP Operations and Director

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EX-10.12

PROMISSORY NOTE

 Scottsdale, Arizona

 May 15, 2017

FOR VALUE RECEIVED, the undersigned, Northsight Capital, Inc., a corporation with an address of 7740 East Evans rd., Scottsdale, AZ 85264 (hereinafter referred to as the “Maker”), hereby promises to pay to the order of John Lemak IRA Rollover (Texas Capital Bank Custodian), with a mailing address of 2828 Routh St., Dallas Texas (“Holder”), the sum of FIFTY THOUSAND DOLLARS ($50,000).

All outstanding principal sums shall be paid by Maker, as set forth below. The entire balance of outstanding principal and other fees and charges shall be due and payable on the earlier of (i) an Event of Default (as defined below) or (ii) August 15, 2017 (the “Maturity Date). There shall be no prepayment penalty.

The unpaid principal balance from time to time outstanding under this note shall accrue and bear interest at a rate per annum equal to eight percent (8.0%), until fully paid. Interest and fees shall be calculated based on a 365/366-day year for the actual number of days elapsed. In no event shall interest payable hereunder exceed the highest rate permitted by applicable law. To the extent any interest received by Holder exceeds the maximum amount permitted, such payment shall be credited to principal, and any excess remaining after full payment of principal shall be refunded to Maker. The principal balance of this note may be prepaid in whole or in part, without premium or penalty, at any time.

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 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 Arizona law, without regard to the conflict of laws provisions thereof. For purposes of any action or proceeding involving this note, Maker and Holder hereby expressly submit to the jurisdiction of all federal and state courts located in the State of Arizona and consent 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. In order to secure the fulfillment of Maker’s obligations hereunder to Holder, the Maker hereby grants to the Holder a security interest in the following internet domain names and related websites: www.weeddepot.com and www.420careers.com (the “Collateral”). Other than the liens granted hereby, after giving effect to the lien subordination set forth herein, Maker represents and warrants to Holder that the Collateral is not subject to any liens or encumbrance which is superior to Holder’s lien. The Maker covenants and agrees that it shall not grant any further liens in or otherwise further encumber the Collateral.

By countersigning this Note, Kae Yong park and Howard R. Baer agree to subordinate their security interest in the Collateral to the security interest of Holder granted hereby, so that, efter giving effect to the liens granted hereby to Holder and said subordination, Kae Yong Park and Howard R. Baer shall have a subordinated lien in the Collateral.

Executed as an instrument under seal, as of the date first above written. This Note shall not become an obligation of the Maker until countersigned by Holder and returned to Maker.

MAKER:

WITNESS:

Northsight Capital, Inc.

_____________________________________

_____________________________________

Witness

John P. Venners, EVP Operations

Print Name: ___________________________

Howard R. Baer and Kae Yong Park are executing this Note for the sole purpose of subordinating waiving their liens in the Collateral and shall have no liability under this Note.

Howard R. Baer

Kae Yong Park

_____________________________________

_____________________________________

Howard R. Baer

Kae Yong Park

ACCEPTED AND AGREED BY HOLDER

John Lemak IRA Rollover (Texas Capital Bank Custodian)

___________________________________________

By: _________________________ duly authorized

2

EX-31

EXHIBIT 31

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John Venners, certify that:

1.

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

2.

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

3.

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

4.

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

(a)

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

(b)

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

(c)

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

(d)

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

5.

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:	May 15, 2017	By:	/s/ John Venners
			John Venners, EVP Operations and Director

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, 2017, as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), I, John Venners, Executive Vice President and Director of the registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

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

(2)

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

Date:	May 15, 2017	By:	/s/ John Venners
			John Venners, EVP Operations and Director

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 15, 2017
Document and Entity Information:
Entity Registrant Name	NORTHSIGHT CAPITAL, INC.
Entity Trading Symbol	ncap
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Amendment Flag	false
Entity Central Index Key	0001439397
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		114,236,581
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	2017
Document Fiscal Period Focus	Q1

XML

BALANCE SHEETS(Unaudited) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Current Assets
Cash	$ 199	$ 14,405
Total Current Assets	199	14,405
Property and equipment, net $10,800 and $9,763 depreciation	1,638	2,675
Web Development Costs, net $153,040 and $134,949 amortization	158,872	176,963
Investment in joint venture	17,361	17,361
Total Assets	178,070	211,404
Current Liabilities
Accounts payable and accrued expenses	368,610	340,805
Accounts payable and accrued expenses - related party	783,403	704,997
Notes payable - related party	1,604,428	1,542,217
Notes payable	79,900	79,900
Convertible notes payable	100,000	100,000
Total Current Liabilities	2,936,341	2,767,919
Noncurrent Liabilities
Notes payable - related party.	400,000	400,000
Total Liabilities	3,336,341	3,167,919
Commitments and Contingencies
Stockholders' Deficit
Common stock - 200,000,000 shares authorized having a par value of $.001 per share; 113,236,581 and 112,836,581 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively	113,237	112,837
Subscription payable	0	62,000
Additional paid-in capital	17,613,658	17,552,058
Accumulated deficit	(20,885,166)	(20,683,410)
Total Stockholders' Deficit	(3,158,271)	(2,965,515)
Total Liabilities and Stockholders' Deficit	$ 178,070	$ 211,404

XML

BALANCE SHEETS PARENTHETICALS - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Parentheticals
Net Depreciation of property and equipment	$ 10,800	$ 9,763
Net amortization of web development cost	$ 153,040	$ 134,949
Common Stock, par value	$ 0.001	$ 0.001
Common Stock, shares authorized	200,000,000	200,000,000
Common Stock, shares issued	113,236,581	112,836,581
Common Stock, shares outstanding	113,236,581	112,836,581

XML

STATEMENTS OF OPERATIONS(Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Revenue
Revenues	$ 3,165	$ 4,109
Operating Expenses:
General administrative	56,165	152,825
Consulting expense - related party	45,000	45,000
Executive compensation	0	178,236
Professional fees	51,933	58,079
Rent - related party	34,500	34,500
Travel	0	2,327
Total operating expenses	187,598	470,967
Loss From Operations	(184,433)	(466,858)
Other Income (Expense)
Loss on investments	0	(475,751)
Interest expense	(17,323)	(2,169)
Total other income (expense)	(17,323)	(477,920)
Net Loss	$ (201,756)	$ (944,778)
Weighted Average Number of Common Shares Outstanding - Basic and Diluted	113,188,229	112,761,581
Loss per Common Share - Basic and Diluted	$ 0.00	$ (0.01)

XML

STATEMENTS OF CASH FLOWS(Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash Flows From Operating Activities
Net loss	$ (201,756)	$ (944,778)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of property and equipment	1,037	1,037
Amortization of web development costs	18,091	18,091
Warrants issued for executive compensation	0	33,236
Loss on investments	0	475,751
Changes in operating assets and liabilities:
Accounts receivable	0	230
Advances to employees	0	(1,930)
Accounts payable and accrued expenses	27,805	147,499
Accounts payable - related party	78,406	137,468
Net Cash Used In Operating Activities	(76,417)	(133,396)
Cash Flows From by Investing Activities	0	0
Cash Flows From Financing Activities
Proceeds from convertible notes payable	0	50,000
Proceeds from notes payable - related party	105,699	125,000
Payments on notes payable - related party	(43,488)	(63,000)
Net Cash Provided by Financing Activities	62,211	112,000
Net Decrease In Cash	(14,206)	(21,396)
Cash, Beginning of Period	14,405	22,951
Cash, End of Period	199	1,555
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	0	0
Cash paid for income taxes	0	0
Non-Cash Activities
Common stock issued as settlement of obligations	62,000	0
Warrants issued in conjunction with joint venture	0	475,751
Warrants received in conjunction with joint venture	$ 0	$ 175,044

XML

ORGANIZATION AND BASIS OF PRESENTATION

3 Months Ended

Mar. 31, 2017

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 14 - Related Party Transactions.

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

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

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. The results of operations for the three month period ended March 31, 2017, are not necessarily indicative of the operating results for the full year.

XML

LIQUIDITY/GOING CONCERN

3 Months Ended

Mar. 31, 2017

LIQUIDITY/GOING CONCERN

LIQUIDITY/GOING CONCERN

NOTE 2 – LIQUIDITY/GOING CONCERN

The Company had a net loss of $201,756 for the three months ended March 31, 2017, has accumulated losses of $20,885,166 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, 2017 the Company received a net $62,211 in loans from related party shareholders to fund operations. 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, 2017

SCHEDULE OF PRIOR PERIOD FINANCIAL STATEMENTS

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, 2017

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 17 – 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 $165,000 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 17 – Subsequent Events).

During the year ended December 31, 2016, Tumbleweed contributed a total of $85,000 to the joint venture company. Tumbleweed has not contributed the remaining $15,000 as of the date of these financial statements.

Additionally, both parties agreed to issue the other a warrant to purchase 4.9% of their outstanding common stock. Pursuant to this agreement, TW agreed to issue a warrant to the Company to purchase 9,770,878 shares of its common stock at an exercise price of $0.02 per share, and the Company agreed to issue 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 12 – Stock Warrants for details). As of the date of these financial statements, TW has not yet issued the warrants due to the Company. Therefore, the Company has not yet recorded their value on its balance sheet.

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 $475,751 related to the value of warrants the Company issued and is included as a component of loss on investments in the Company’s Statements of Operations for the three months ended March 31, 2016.

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, 2017, the joint venture did not have a net income or loss. 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 due to the Company having a zero book value in the investment.

As of March 31, 2017, Tumbleweed was in default under the terms of the joint venture agreement and owed the joint venture company the remaining $15,000 in development funding and the Company $50,000 for the final note purchase, both of which were due by April 29, 2016. Additionally, Tumbleweed owes the joint venture company $18,904, representing its 40% share of costs in excess of the first $100,000.

On August 15, 2016, the Company instituted a legal action in Arizona against, Tumbleweed Holdings Inc., (“TW”). The complaint alleged that (i) TW breached the joint venture agreement by failing to fund the remaining $15,000 due to the joint venture company by April 29, 2016, (ii) TW breached the joint venture agreement by failing to fund the last $50,000 convertible note due to the Company by April 29, 2016, and (iii) TW breached the joint venture agreement by failing to fund their respective 40% of development expense in excess of the initial $100,000. The Company seeks damages in the amount of $128,000 plus interest.

On September 22, 2016, Tumbleweed Holdings Inc., instituted a counterclaim in Arizona in response to the above legal action. The complaint alleged that (i) The Company breached the joint venture agreement by failing to leverage relationships and failing to provide budgeting and accounting records, (ii) the Company breached implied covenant of good faith and fair dealing by enticing TW into making significant contributions and then failing to perform under the agreement, (iii) the Company was unjustly enriched by having use of funds contributed by TW, (iv) the Company converted funds contributed by TW into its own assets, and (v) the Company has not provided accounting for all funds received by TW. TW seeks damages in the amount to be determined at trial. The Company believes these claims are without merit and intends to vigorously defend itself against them.

Summary revenue information on the joint venture for the three months ended March 31, 2017 and 2016 is as follows:

	For the Three Months Ended
	March 31, 2017		March 31, 2016
	(Unaudited)		(Unaudited)
Revenues	$	-	$	-
Operating Expenses:
General administrative		-		2,210
Total operating expenses		-		2,210
Loss from operations		-		(2,210)
Net Loss	$	-	$	(2,210)
Company Share of Net Loss	$	-	$	(1,326)

XML

SECURITIES

3 Months Ended

Mar. 31, 2017

SECURITIES

SECURITIES

NOTE 5 – SECURITIES

In conjunction with the formation of the joint venture discussed in Note 4, Tumbleweed Holdings agreed to issue the Company 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. At March 31, 2017, Tumbleweed had not yet issued these warrants to the Company. The Company will record the value of these warrants on its balance sheet once they are received.

XML

WEB DEVELOPMENT COSTS AND DOMAIN NAMES ASSETS

3 Months Ended

Mar. 31, 2017

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, 2017 and the year ended December 31, 2016, 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, 2017 and 2016 the Company recorded website development expenses of $2,218 and $6,975, 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, 2017 and 2016 the Company recorded amortization expense of $18,091 related to websites previously launched.

	As of March 31, 2017		As of December 31, 2016		Amortization Period
Web development costs	$	311,912	$	311,912	5 years
Capitalized costs		-		-
Less: accumulated depreciation		(153,040)		(134,949)
	$	158,872	$	176,963

XML

PROPERTY AND EQUIPMENT

3 Months Ended

Mar. 31, 2017

PROPERTY AND EQUIPMENT:

PROPERTY AND EQUIPMENT

NOTE 7 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at March 31, 2017 and December 31, 2016:

	As of March 31, 2017		As of December 31, 2016		Estimated Useful Life
Furniture and equipment	$	12,438	$	12,438	3 years
Total		12,437		12,437
Less: Accumulated depreciation		(10,799)		(9,763)
	$	1,638	$	2,675

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 $1,037 during the three months ended March 31, 2017 and 2016, respectively.

XML

ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY

3 Months Ended

Mar. 31, 2017

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, 2017, the Company had a balance in related party accounts payable and accrued expenses of $783,403 which consisted of the following:

Party Name:	Relationship:			Amount
Howard Baer	Spouse of majority shareholder	Consulting fees		315,500
Howard Baer	Spouse of majority shareholder	Accrued interest		70,461
John Venners	Director/EVP, President and CEO of Kuboo, Inc.	Consulting fees/salaries		233,466
John Venners	Director/EVP, President and CEO of Kuboo, Inc.	Advances		3,000
Kuboo, Inc.	Former parent company, significant shareholder	Rent		160,976
			$	783,403

XML

NOTES PAYABLE RELATED PARTY

3 Months Ended

Mar. 31, 2017

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, 2017, Park advanced an aggregate of $36,400 on an unsecured basis to the Company for short-term capital needs. During this period, the Company also repaid $7,550 of its secured debt to Park and recaptured $35,938 worth of payroll expenses for Park’s use of Company personnel. Amounts recaptured for use of Company personnel have been treated as repayments on the Company’s Statements of Cash Flows. At March 31, 2017, the Company had a note payable to Park for these advances of $1,407,579 which 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, 2017:

Amount due - December 31, 2016	$	1,414,667
Advances received from Park		36,400
Repayments made to Park		(7,550)
Recapture of Company expenses		(35,938)
Balance due–March 31, 2017	$	1,407,579

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 15 - 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.

Between December 1, 2016 and March 16, 2017, the Company received proceeds of $131,849 from a related party and significant shareholder for which notes were issued bearing 8% interest annually. The notes, as extended, mature on August 1, 2017 and are unsecured. At March 31, 2017, the Company had accrued interest of $2,359 related to the notes.

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NOTES PAYABLE

3 Months Ended

Mar. 31, 2017

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, 2017, these notes have not yet been repaid and principal and interest totaling $38,549 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, 2017, these notes have not yet been repaid and principal and interest totaling $48,991 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 the note is payable quarterly in an amount equal to a percentage of the Company’s joint venture company’s net revenues, up to fifty percent of the original face value This interest will be payable only in the event that the joint venture company generates net revenues. Concurrent with this agreement, the Company issued the first of these convertible notes. On April 8, 2016, the Company issued the second of these convertible notes. As of March 31, 2017, the proceeds from the third note investment of $50,000 had not been received.

Dilutive shares associated with convertible notes outstanding at March 31, 2017 is as follows:

	Principal		Shares
Note dated February 29, 2016, convertible at $0.20 per share	$	50,000		250,000
Note dated April 8, 2016, convertible at $0.20 per share		50,000		250,000
Total Dilutive shares –March 31, 2017	$	100,000		500,000

The following table summarizes the Company’s notes and convertible notes payable for the three months ended March 31, 2017:

	Notes		Convertible Notes
Balance – December 31, 2016	$	79,900	$	100,000
Note proceeds received		-		-
Repayments on notes		-		-
Balance –March 31, 2017	$	79,900	$	100,000

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EQUITY

3 Months Ended

Mar. 31, 2017

EQUITY

EQUITY

NOTE 11 – EQUITY

On January 10, 2017, the Company issued 400,000 shares of the Company’s common stock previously recorded as a subscription payable valued at $62,000 as settlement of its previously settled lawsuit with Lee Ori.

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STOCK WARRANTS

3 Months Ended

Mar. 31, 2017

STOCK WARRANTS

STOCK WARRANTS

NOTE 12 – STOCK WARRANTS

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.

A summary of the Company’s warrant activity for the three months ended March 31, 2017 is as follows:

	Number of Warrants		Weighted Average Exercise Price
Outstanding – December 31, 2016		17,755,603	$	0.08
Granted		-		-
Exercised/settled		-		-
Balance as March 31, 2017		17,755,603	$	0.08

The Company’s outstanding warrants at March 31, 2017 are as follows:

Warrants Outstanding							Warrants Exercisable
Exercise Price Range	NumberOutstanding		Weighted AverageRemainingContractual Life (inyears)		Weighted AverageExercise Price		NumberExercisable		WeightedAverageExercise Price		Intrinsic Value
$0.05 - $0.25		17,755,603		0.95	$	0.08		17,755,603	$	0.08		497,880

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EARNINGS (LOSS) PER SHARE

3 Months Ended

Mar. 31, 2017

EARNINGS (LOSS) PER SHARE

EARNINGS (LOSS) PER SHARE

NOTE 13 – 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, 2017 and 2016, 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 as of March 31, 2017:

	As of March 31, 2017
Warrants (exercise price $0.05 - $0.25/share)		17,755,603
Convertible debt (exercise price $0.20/share)		500,000
		18,255,603

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RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2017

RELATED PARTY TRANSACTIONS:

RELATED PARTY TRANSACTIONS

NOTE 14 – RELATED PARTY TRANSACTIONS

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, 2017 the company incurred expense payable to Kuboo, Inc. of $34,500 for rent.

Between January 13, 2017 and March 16, 2017, the Company received proceeds of $69,299 from a related party and significant shareholder for which notes were issued bearing 8% interest annually. The notes, as extended, mature on August 1, 2017 and are unsecured. At March 31, 2017, the Company had accrued interest of $2,359 related to the notes.

During the three months ended March 31, 2017, Kae Yong Park, a significant shareholder, and her spouse, Howard Baer (collectively, “Park”), advanced an aggregate of $36,400 on an unsecured basis to the Company for short-term capital needs. During this period, the Company also repaid $7,550 of its secured debt to Park and recaptured $35,938 worth of payroll expenses for Park’s use of Company personnel. At March 31, 2017, the Company had a note payable to Park for these advances of $1,407,579 which is secured by the assets of the Company.

During the three months ended March 31, 2017, the Company incurred expenses of $45,000 related to its consulting contract with Howard Baer, the spouse of Kae Yong Park, our significant shareholder.

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. During the three months ended March 31, 2017, the company incurred interest expense of $13,907 related to this note. At March 31, 2017, the Company has accrued interest owed under this agreement of $70,461.

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2017

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 15 – 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.

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 15, 2016, the Company instituted a legal action in Arizona against, Tumbleweed Holdings Inc., (“TW”). The complaint alleged that (i) TW breached the joint venture agreement by failing to fund the remaining $15,000 due to the joint venture company by April 29, 2016, (ii) TW breached the joint venture agreement by failing to fund the last $50,000 convertible note due to the Company by April 29, 2016, and (iii) TW breached the joint venture agreement by failing to fund their respective 40% of development expense in excess of the initial $100,000. The Company seeks damages in the amount of $128,000 plus interest.

On September 22, 2016, Tumbleweed Holdings Inc., instituted a counterclaim in Arizona in response to the above legal action. The complaint alleged that (i) The Company breached the joint venture agreement by failing to leverage relationships and failing to provide budgeting and accounting records, (ii) the Company breached implied covenant of good faith and fair dealing by enticing TW into making significant contributions and then failing to perform under the agreement, (iii) the Company was unjustly enriched by having use of funds contributed by TW, (iv) the Company converted funds contributed by TW into its own assets, and (v) the Company has not provided accounting for all funds received by TW. TW seeks damages in the amount to be determined at trial. The Company believes these claims are without merit and intends to vigorously defend itself against them.

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REVISION OF PRIOR PERIOD FINANCIAL STATEMENTS

3 Months Ended

Mar. 31, 2017

REVISION OF PRIOR PERIOD FINANCIAL STATEMENTS:

REVISION OF PRIOR PERIOD FINANCIAL STATEMENTS

NOTE 16 – REVISION OF PRIOR PERIOD FINANCIAL STATEMENTS

The Company identified an error relating to the recognition of warrants not yet received during the year ended December 31, 2016. The effect of error is to increase the net loss for the period ended March 31, 2016.

In accordance with the guidance provided by the SEC’s Staff Accounting Bulletin 99, Materiality, and Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Measurements in Current Year Financial Statements, the Company determined that the impact of the adjustments relating to the correction of this accounting error are not material to previously issued unaudited financial statements. Accordingly, these changes are disclosed herein and will be disclosed prospectively.

As a result of the aforementioned correction of accounting errors, the revised prior unaudited financial statements have been revised as follows:

	March 31, 2016
	As Previously				As
Balance Sheet	Reported		Adjustments		Revised
Available for sale securities	$	165,284	$	(165,284)	$	-
Accumulated other comprehensive loss		(9,760)		9,760		-
Total stockholders' deficit		(1,847,786)		(165,284)		(2,013,070)

	For the Three Months Ended March 31, 2016
	As Previously				As
Statement of Operations	Reported		Adjustments		Revised
Loss on Investments	$	(300,707)	$	(175,044)	$	(475,751)
Net loss		(769,734)		(175,044)		(944,778)
Loss on marketable securities		(9,760)		9,760		-
Total comprehensive loss		(779,494)		(165,284)		(944,778)
Net loss-basic and diluted		(0.01)		-		(0.01)

	For the Three Months ended March 31, 2016
	As Previously				As
Statement of Cash Flows	Reported		Adjustments		Revised
Net loss	$	(769,734)	$	(175,044)	$	(944,778)
Loss on investments		300,707		175,044		475,751

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2017

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 17 – SUBSEQUENT EVENTS

We have evaluated all events that occurred after the balance sheet date through the date when our financial statements were issued to determine if they must be reported. Management has determined that other than as disclosed below, there were no additional reportable subsequent events to be disclosed.

Loan Advances

Since March 31, 2017, Kae Yong Park, a significant shareholder, and her spouse, Howard R. Baer, made additional unsecured advances to the Company of $10,250, leaving a balance due of $1,417,829 at May 15, 2017. These advances are secured by all of the Company’s assets, including all of its internet domain names, websites and related assets, and are payable on demand. Of the aggregate $1,417,829 owed at May 15, 2017, $853,829 is non-interest bearing.

On May 1, 2017, a related party and significant shareholder advanced the Company $40,000 to fund business operations.

On May 15, 2017, a related party and significant shareholder advanced the Company $50,000 to fund business operations. This advance is evidenced by a three month, interest bearing (8% per-annum), secured promissory note. The repayment of this promissory note is secured by the following Internet domain names and related websites: www.weeddepot.com and www.420careers.com. The existing lienholders, Kae Yong Park and Howard R. Baer, have subordinated their liens in these assets.

Equity Transactions

On April 10, 2017, we sold 1,000,000 shares of common stock in a private transaction at a per share price of $.025, for gross proceeds of $25,000, to an “accredited investor” within the meaning of Rule 502 of Regulation D under the Securities Act of 1933, as amended.

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INVESTMENT IN JOINT VENTURE (Tables)

3 Months Ended

Mar. 31, 2017

INVESTMENT IN JOINT VENTURE {2}

Summary revenue information on the joint venture

Summary revenue information on the joint venture for the three months ended March 31, 2017 and 2016 is as follows:

	For the Three Months Ended
	March 31, 2017		March 31, 2016
	(Unaudited)		(Unaudited)
Revenues	$	-	$	-
Operating Expenses:
General administrative		-		2,210
Total operating expenses		-		2,210
Loss from operations		-		(2,210)
Net Loss	$	-	$	(2,210)
Company Share of Net Loss	$	-	$	(1,326)

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WEB DEVELOPMENT COSTS AND DOMAIN NAMES ASSETS (Tables)

3 Months Ended

Mar. 31, 2017

WEB DEVELOPMENT COSTS AND DOMAIN NAMES ASSETS (TABLE):

WEB DEVELOPMENT COSTS AND DOMAIN NAMES ASSETS (TABLE)

The Company recorded amortization expense of $18,091 related to websites previously launched.

	As of March 31, 2017		As of December 31, 2016		Amortization Period
Web development costs	$	311,912	$	311,912	5 years
Capitalized costs		-		-
Less: accumulated depreciation		(153,040)		(134,949)
	$	158,872	$	176,963

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PROPERTY AND EQUIPMENT (Tables)

3 Months Ended

Mar. 31, 2017

PROPERTY AND EQUIPMENT {1}

PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at March 31, 2017 and December 31, 2016:

	As of March 31, 2017		As of December 31, 2016		Estimated Useful Life
Furniture and equipment	$	12,438	$	12,438	3 years
Total		12,437		12,437
Less: Accumulated depreciation		(10,799)		(9,763)
	$	1,638	$	2,675

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY (Tables)

3 Months Ended

Mar. 31, 2017

ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY (Tables):

ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY (Tables)

At March 31, 2017, the Company had a balance in related party accounts payable and accrued expenses of $783,403 which consisted of the following:

Party Name:	Relationship:			Amount
Howard Baer	Spouse of majority shareholder	Consulting fees		315,500
Howard Baer	Spouse of majority shareholder	Accrued interest		70,461
John Venners	Director/EVP, President and CEO of Kuboo, Inc.	Consulting fees/salaries		233,466
John Venners	Director/EVP, President and CEO of Kuboo, Inc.	Advances		3,000
Kuboo, Inc.	Former parent company, significant shareholder	Rent		160,976
			$	783,403

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NOTES PAYABLE RELATED PARTY (Tables)

3 Months Ended

Mar. 31, 2017

NOTES PAYABLE RELATED PARTY (Tables)

NOTES PAYABLE RELATED PARTY

The following table summarizes the Company’s balance for these advances for the three months ended March 31, 2017:

Amount due - December 31, 2016	$	1,414,667
Advances received from Park		36,400
Repayments made to Park		(7,550)
Recapture of Company expenses		(35,938)
Balance due–March 31, 2017	$	1,407,579

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NOTES PAYABLE (Tables)

3 Months Ended

Mar. 31, 2017

Debt:

Dilutive shares associated with convertible notes outstanding

Dilutive shares associated with convertible notes outstanding at March 31, 2017 is as follows:

	Principal		Shares
Note dated February 29, 2016, convertible at $0.20 per share	$	50,000		250,000
Note dated April 8, 2016, convertible at $0.20 per share		50,000		250,000
Total Dilutive shares –March 31, 2017	$	100,000		500,000

Summarizes the Company's notes payable

The following table summarizes the Company’s notes and convertible notes payable for the three months ended March 31, 2017:

	Notes		Convertible Notes
Balance – December 31, 2016	$	79,900	$	100,000
Note proceeds received		-		-
Repayments on notes		-		-
Balance –March 31, 2017	$	79,900	$	100,000

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STOCK WARRANTS (Tables)

3 Months Ended

Mar. 31, 2017

Company's outstanding stock warrants

Company's warrant activity

A summary of the Company’s warrant activity for the three months ended March 31, 2017 is as follows:

	Number of Warrants		Weighted Average Exercise Price
Outstanding – December 31, 2016		17,755,603	$	0.08
Granted		-		-
Exercised/settled		-		-
Balance as March 31, 2017		17,755,603	$	0.08

Company's outstanding stock warrants

The Company’s outstanding warrants at March 31, 2017 are as follows:

Warrants Outstanding							Warrants Exercisable
Exercise Price Range	NumberOutstanding		Weighted AverageRemainingContractual Life (inyears)		Weighted AverageExercise Price		NumberExercisable		WeightedAverageExercise Price		Intrinsic Value
$0.05 - $0.25		17,755,603		0.95	$	0.08		17,755,603	$	0.08		497,880

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NET LOSS PER SHARE (Tables)

3 Months Ended

Mar. 31, 2017

NET LOSS PER SHARE

NET LOSS PER SHARE

The Company has the following common stock equivalents as of March 31, 2017:

	As of March 31, 2017
Warrants (exercise price $0.05 - $0.25/share)		17,755,603
Convertible debt (exercise price $0.20/share)		500,000
		18,255,603

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SCHEDULE OF PRIOR PERIOD FINANCIAL STATEMENTS (TABLES)

3 Months Ended

Mar. 31, 2017

SCHEDULE OF PRIOR PERIOD FINANCIAL STATEMENTS

SCHEDULE OF PRIOR PERIOD FINANCIAL STATEMENTS

As a result of the aforementioned correction of accounting errors, the revised prior unaudited financial statements have been revised as follows:

	March 31, 2016
	As Previously				As
Balance Sheet	Reported		Adjustments		Revised
Available for sale securities	$	165,284	$	(165,284)	$	-
Accumulated other comprehensive loss		(9,760)		9,760		-
Total stockholders' deficit		(1,847,786)		(165,284)		(2,013,070)

	For the Three Months Ended March 31, 2016
	As Previously				As
Statement of Operations	Reported		Adjustments		Revised
Loss on Investments	$	(300,707)	$	(175,044)	$	(475,751)
Net loss		(769,734)		(175,044)		(944,778)
Loss on marketable securities		(9,760)		9,760		-
Total comprehensive loss		(779,494)		(165,284)		(944,778)
Net loss-basic and diluted		(0.01)		-		(0.01)

	For the Three Months ended March 31, 2016
	As Previously				As
Statement of Cash Flows	Reported		Adjustments		Revised
Net loss	$	(769,734)	$	(175,044)	$	(944,778)
Loss on investments		300,707		175,044		475,751

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ORGANIZATION AND BASIS OF PRESENTATION (Details)	Jun. 25, 2014 USD ($) shares	May 31, 2011
OrganizationAndBasisOfPresentationDetails
Safe Communications, Inc acquired company issued and outstanding common stock		80.00%
Company completed the acquisition of approximately cannabis related Internet domain names	7,500
Cannabis related Internet domain names, in exchange for which the Company issued shares of common stock | 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%

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LIQUIDITY/GOING CONCERN (Details)	3 Months Ended
	Mar. 31, 2017 USD ($)
Going concern details
Company had a net loss	$ 201,756
Accumulated losses	20,885
Company received a net in loans from related party shareholders	$ 62,211

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INVESTMENT IN JOINT VENTURE (Details) - USD ($)	Mar. 31, 2017	Aug. 15, 2016	Feb. 29, 2016
INVESTMENT IN JOINT VENTURE Details
Per the Joint Venture Agreement, the Company own equity of the joint venture company			60.00%
Per the Joint Venture Agreement, the TW own equity of the joint venture company			40.00%
Company contributed the URL to the joint venture entity, in exchange of joint venture company.			60.00%
TW contributed and agreed to contribute			$ 30,000
TW contributed an additional towards the development of the online web portal			$ 70,000
TW contributed an additional towards the development of the online web portal in exchange for joint venture company			40.00%
TW agreed to purchase an aggregate of principal amount of convertible notes			$ 150,000
Convertible into shares of the Company's common stock at a conversion price per share			$ 0.2
Received an amount equal to the face value of the notes			50.00%
Both parties agreed to issue warrant to purchase of their outstanding common stock			4.90%
TW agreed to issue a warrant to the Company to purchase shares of its common stock			9,770,878
TW agreed to issue a warrant to the Company to purchase shares of its common stock at an exercise price per share			$ 0.2
Company agreed to issue a warrant to TW to purchase shares of the Company's common stock			$ 5,525,318
Company agreed to issue a warrant to TW to purchase shares of the Company's common stock at an exercise price per share			$ 0.8
Company agreed to issue a warrant to TW to purchase shares of the Company's common stock valued at			$ 475,751
Company expensed related to the value of warrants			$ 475,751
Owed the joint venture company the remaining in development funding	$ 15,000
Company for the final note purchase, both of which were due	50,000
Tumbleweed owes the joint venture company	18,904
Tumbleweed owes the joint venture company representing its 40% share of costs in excess of the first	$ 100,000
TW breached the joint venture agreement by failing to fund the remaining		$ 15,000
TW breached the joint venture agreement by failing to fund the last convertible note		50,000
TW breached the joint venture agreement by failing to fund their respective 40% of development expense in excess of the initial		100,000
Company seeks damages in the amount plus interest		$ 128,000

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INVESTMENT IN JOINT VENTURE NARRATIVE (Details)	3 Months Ended
	Mar. 31, 2016 USD ($)
INVESTMENT IN JOINT VENTURE NARRATIVE Details
Tumbleweed contributed a total of joint venture company	$ 85,000
Joint venture company experienced a net loss attributable to the Company's ownership	60.00%
Company,s ownership is included on the company's statements of operations	$ 1,326

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Summary revenue information on the joint venture (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Summary revenue information on the joint venture Details
Revenues	$ 0	$ 0
Operating Expenses:
General administrative	0	2,210
Total operating expenses	0	2,210
Loss from operations	0	(2,210)
Net Loss	0	(2,210)
Company Share of Net Loss	$ 0	$ (1,326)

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SECURITIES (Details)	Mar. 31, 2017 USD ($) $ / shares
SECURITIES Details
Tumbleweed Holdings agreed to issue the Company a warrant to purchase up to | $	$ 9,770,878
Tumbleweed Holdings agreed to issue the Company a warrant to purchase at an exercise price | $ / shares	$ 0.2

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WEB DEVELOPMENT COSTS (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
WEB DEVELOPMENT COSTS Details
The Company recorded website development expenses	$ 2,218	$ 6,975
Company recorded amortization expense related to websites	$ 18,091	$ 18,091

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Web development Costs -Narrative (Details)	Mar. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)
Web development Costs -Narrative Details
Web development costs	$ 311,912	$ 311,912
Capitalized costs	0
Less: accumulated depreciation	(153,040)	(134,949)
Total web development costs	$ 158,872	$ 176,963
Estimated usefull life in years	5

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PROPERTY AND EQUIPMENT (Details)	Mar. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)
Property and equipment Details
Furniture and equipment	$ 12,438	$ 12,438
Total	12,437	12,437
Less: Accumulated depreciation	(10,799)	(9,763)
Net total of Furniture and euqipment	$ 1,638	$ 2,675
Estimated useful life in years	3

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PROPERTY AND EQUIPMENT - Depreciation expense (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
PROPERTY AND EQUIPMENT - Depreciation expense Details
Company recorded depreciation expense	$ 1,037	$ 1,037

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY (Details)	Mar. 31, 2017 USD ($)
Company had a balance in related party accounts payable consisted of the following:
Howard Baer Consulting fees	$ 315,500
Howard Baer Accrued Interest	70,461
John Venners Consulting fees	233,466
John Venners Advances	3,000
Kuboo, Inc Rent	160,976
Total of related parties	$ 783,403

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NOTES PAYABLE RELATED PARTY (Details) - USD ($)	Mar. 31, 2017	Jul. 25, 2014	Jun. 23, 2014
Notes payable related Party details
Park advanced an aggregate to the Company for short-term capital needs	$ 36,400
Company repaid of its secured debt to Park	7,550
Park recaptured worth of payroll expenses	35,938
Company had a note payable to Park for these advances	1,407,579
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
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
Company received proceeds from a related party	$ 131,849
Note was issued bearing interest annually	8.00%
Company had accrued interest related to the notes	$ 2,359

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Notes Payable -Narrative(Details)	3 Months Ended
	Mar. 31, 2017 USD ($)
Notes Payable -Narrative Details
Amount due - December 31, 2016	$ 1,414,667
Advances received from Park	36,400
Repayments made to Park	(7,550)
Recapture of Company expenses	(35,938)
Balance due-March 31, 2017	$ 1,407,579

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NOTES PAYABLE (Details) - USD ($)	Mar. 31, 2017	Feb. 29, 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
Common stock at an exercise price			$ 0	$ 0.25
Common stock per share valued at			$ 0	$ 6,898
Principal and interest totaling			$ 48,325	$ 38,032
Convertible Notes
Company entered an agreement to issue three one year convertible notes		$ 50,000
Notes are convertible into shares of the Company's stock at a price per share		$ 0.2
Notes are convertible into shares of the Company's stock a total of shares		$ 250,000
Proceeds from the third note investment had not been received	$ 50,000

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Dilutive shares associated with convertible notes (Details)	Mar. 31, 2017 USD ($) shares
Dilutive shares associated with convertible notes Details
Principal Note dated February 29, 2016, convertible at $0.20 per share	$ 50,000
Principal Note dated April 8, 2016, convertible at $0.20 per share	$ 50,000
Principal Total Dilutive shares -March 31, 2017 | shares	100,000
Shares Note dated February 29, 2016, convertible at $0.20 per share	$ 250,000
Shares Note dated April 8, 2016, convertible at $0.20 per share	$ 250,000
Shares Total Dilutive shares -March 31, 2017 | shares	500,000

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Company's notes and convertible notes payable (Details)	3 Months Ended
	Mar. 31, 2017 USD ($)
Company's notes and convertible notes payable Details
Notes - Balance - December 31, 2016	$ 79,900
Notes - Note proceeds received	0
Notes - Repayments on notes	0
Notes - Balance -March 31, 2017	79,900
Convertible Notes - Balance - December 31, 2016	100,000
Convertible Notes - Note proceeds received	0
Convertible Notes - Repayments on notes	0
Convertible Notes - Balance -March 31, 2017	$ 100,000

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EQUITY (Details)	Jan. 10, 2017 USD ($) shares
EQUITY Details
Company issued shares of the Company's common stock | shares	400,000
Company issued shares recorded as a subscription payable valued | $	$ 62,000

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SUMMARY OF WARRANT ACTIVITY (Details)	3 Months Ended
	Mar. 31, 2017 $ / shares shares
SUMMARY OF WARRANT ACTIVITY Details
Outstanding number of warrants December 31, 2016 | shares	17,755,603
Outstanding warrants weigjhted Average exercise price December 31, 2016 | $ / shares	$ 0.08
Granted warrants | shares	0
Granted warrants Weighted Average exercise price | $ / shares	$ 0
Exercised/settled Warrants | shares	0
Exercised/settled Warrants Weighted Average Exercise price | $ / shares	$ 0
Outstanding number of Warrants as March 31, 2017 | shares	17,755,603
Outstanding warrants weigjhted Average exercise price March 31, 2017 | $ / shares	$ 0.08

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WARRANTS (Details)	Mar. 31, 2017 $ / shares shares
Warrants Outstanding
Warrants Outstanding Exercise Price minimum	$ 0.05
Warrants Outstanding Exercise Price maximum	$ 0.25
Warrants Outstanding Number | shares	17,755,603
Warrants Outstanding Weighted Average Remaining Contractual Life (in years)	0.95
Warrants Outstanding Weighted Average Exercise Price	$ 0.08
Warrants Exercisable
Warrants Exercisable Number | shares	17,755,603
Warrants Exercisable Weighted Average Exercise Price	$ 0.08
Warrants Exercisable Intrinsic Value | shares	497,880

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EARNINGS (LOSS) PER SHARE (Details)	Mar. 31, 2017 USD ($) shares
EARNINGS (LOSS) PER SHARE Details
Warrants (exercise price $0.05 - $0.25/share)	17,755,603
Convertible debt (exercise price $0.20/share) | $	$ 500,000
Total common stock equivalents	18,255,603

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RELATED PARTY TRANSACTIONS (Details) - USD ($)	Mar. 31, 2017	Mar. 16, 2017	Apr. 13, 2016
Related party transaction Details
Monthly rent for this facility	$ 11,500
Company received proceeds from a related party		$ 69,299
Notes were issued bearing interest annually		8.00%
Company had accrued interest related to the notes	2,359
Company had a note payable to Park for these advances	$ 1,407,579
Promissory note with Kae Yong Park and Howard R. Baer principal amount			$ 564,000
Note interest bearing at the rate per annum			10.00%

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Related party payables (Details)	3 Months Ended
	Mar. 31, 2017 USD ($)
Related party payables
Company incurred expenses payable to Kuboo, Inc. for rent	$ 34,500
Kae Yong Park, a significant shareholder, and her spouse, Howard Baer, advanced an aggregate	36,400
Company also repaid of its secured debt to Park	7,550
Company incurred expenses related to its consulting contract	45,000
Company incurred interest expense related to this note	$ 13,907

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COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	Aug. 15, 2016	Jul. 25, 2014	Jun. 23, 2014	May 31, 2014
COMMITMENTS AND CONTINGENCIES Details
Gross monthly revenue				$ 150,000
Company gross revenues are in excess				$ 150,000
Promissory note issued by the company			$ 500,000
Promissory note interest			3.25%
Company in receipt of amount			$ 1,000,000
Euqity fund amount			100,000
Least gross revenue			150,000
In 36 months payable amount			$ 400,000
Company amended and restated its promissory note in the principal amount owing to Kae Yong		$ 500,000
Installment payment due under the Note		100,000
Thereafter, Kae Yong Park waived the requirement that the Company pay the due		$ 100,000
TW breached the joint venture agreement by failing to fund the remaining	$ 15,000
TW breached the joint venture agreement by failing to fund the last convertible note due to the Company	50,000
TW breached the joint venture agreement by failing to fund their respective 40% of development expense in excess of the initial	100,000
Company seeks damages in the amount plus interest	$ 128,000

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SUBSEQUENT EVENTS (Details) - USD ($)	May 15, 2017	May 01, 2017	Apr. 10, 2017	Mar. 31, 2017
SUBSEQUENT EVENTS Details
Howard R. Baer, have made additional advances to the Company				$ 10,250
Leaving a balance due				1,417,829
Aggregate owed				1,417,829
Aggregate owed is non-interest bearing				$ 853,829
Advanced the Company to fund business operations		$ 40,000
Sold shares of common stock in a private transaction			1,000,000
Sold shares of common stock in a private transaction at a per share price			$ 0.025
Sold shares of common stock in a private transaction for gross proceeds			$ 25,000
A related party and significant shareholder advanced the Company to fund business operations	$ 50,000
Interest rate per annum on funding from related party	8.00%