Edgar Filing: Northsight Capital, Inc.

northsight10qsept10.htm

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 September 30, 2010

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

For the transition period from ____________ to____________

Commission File Number: 000-53661

NORTHSIGHT CAPITAL, INC.

(Exact name of issuer as specified in its charter)

Nevada		26-2727362
(State or Other Jurisdiction of		(I.R.S. Employer I.D. No.)
incorporation or organization)

4685 S. Highland Drive, Suite #202

Salt Lake City, Utah 84117

(Address of Principal Executive Offices)

(801) 278-9424

(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 check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [ ]

Smaller reporting company [X]

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

The number of shares outstanding of each of the Registrant’s classes of common equity, as of the latest practicable date:

Class		Outstanding as of November 12, 2010
Common Capital Voting Stock, $0.001 par value per share		944,395 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 STATEMENTS

Item 1. Financial Statements.

September 30, 2010

C O N T E N T S

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

NORTHSIGHT CAPITAL, INC.

(A Development Stage Company)

CONDENSED BALANCE SHEETS

September 30, 2010 and December 31, 2009

	9/30/2010			12/31/2009
	(Unaudited)

ASSETS
Current Assets
Cash	$	-		$	516
Total current assets		-			516
Total Assets	$	-		$	516

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable	$	3,289		$	41,671
Accounts payable - related party		-			86,350
Accrued payroll taxes		-			422
Accrued interest payable - related party		-			1,962
Notes payable		-			55,000
Notes payable - related party		5,940			28,340
Total Current Liabilities		9,229			213,745
Total Liabilities		9,229			213,745

Stockholders' Deficit
Preferred Stock -- 10,000,000 shares authorized having a
par value of $.001 per share; 0 shares issued
and outstanding		-			-
Common Stock -- 100,000,000 shares authorized having a
par value of $.001 per share; 944,395 and 467,788
shares issued and outstanding as of September 30, 2010 and
December 31, 2009, respectively		944			467
Additional Paid-in Capital		291,765			67,133
Accumulated Deficit during the Development Stage		(301,938	)		(280,829	)
Total Stockholders' Deficit		(9,229	)		(213,229	)
Total Liabilities and Stockholders' Deficit	$	-		$	516

See accompanying notes to financial statements.

NORTHSIGHT CAPITAL, INC.

(A Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS

For the Three and Nine Months Ended September 30, 2010 and 2009, and

for the Period from Inception [May 21, 2008] through September 30, 2010

(Unaudited)

	For the			For the			For the			For the			From Inception
	Three Months			Three Months			Nine Months			Nine Months			(May 21, 2008)
	Ended			Ended			Ended			Ended			Through
	September 30,			September 30,			September 30,			September 30,			September 30,
	2010			2009			2010			2009			2010

Revenues	$	-		$	-		$	-		$	-		$	-
Cost of Goods Sold		-			-			-			-			-
Gross Profit		-			-			-			-			-
Operating expenses:
General administrative		1,666			3,247			5,371			9,903			49,038
Business plan development - related party		-			-			-			-			10,000
Consulting expense - related party		-			13,500			13,500			36,000			80,350
Executive compensation - related party		-			-			-			100			5,100
Professional fees		5,276			8,749			23,150			31,264			122,238
Rent - related party		-			6,000			6,000			16,000			38,200
Research and development - related party		-			-			-			3,000			10,850
Travel		-			-			-			440			11,112
Total operating expenses		6,942			31,496			48,021			96,707			326,888
Other income (expenses)
Interest expense		-			(640	)		(737	)		(1,279	)		(2,699	)
Forgiveness of debt		-			-			27,768			-			27,768
Total other income (expenses)		-			(640	)		27,031			(1,279	)		25,069
(Loss) before provision for income taxes		(6,942	)		(32,136	)		(20,990	)		(97,986	)		(301,819	)
Provision for Income Taxes		-			-			(119	)		-			(119	)
Net income (loss)	$	(6,942	)	$	(32,136	)	$	(21,109	)	$	(97,986	)	$	(301,938	)

Weighted average number of common shares
outstanding - basic and fully diluted		944,395			467,788			734,897			467,788
Net income (loss) per share - basic and fully diluted	$	(0.01	)	$	(0.06	)	$	(0.02	)	$	(0.20	)

See accompanying notes to financial statements.

NORTHSIGHT CAPITAL, INC.

(A Development Stage Company)

CONDENSED STATEMENTS OF CASH FLOWS

For the Nine Months Ended September 30, 2010 and 2009, and

for the Period from Inception [May 21, 2008] through September 30, 2010

(Unaudited)

	For the			For the			From Inception
	Nine Months			Nine Months			(May 21, 2008)
	Ended			Ended			Through
	September 30,			September 30,			September 30,
	2010			2009			2010

Cash Flows From Operating Activities
Net Income (Loss)	$	(21,109	)	$	(97,986	)	$	(301,938	)
Adjustments to reconcile net income (loss) to
net cash used in operating activities:
Gain on forgiveness of debt		(27,768	)		-			(27,768	)
Shares issued for services		-			-			10,000
Corporate expenses paid by shareholders		5,940			-			5,940
Changes in operating assets and liabilities:
Decrease in prepaid expenses		-			2,000			-
Increase (decrease) in accounts payable		(11,036	)		(341	)		30,635
Increase in accounts payable - related party		4,077			70,122			90,427
Increase in accrued payroll taxes		-			-			422
Increase in accrued interest payable - related party		737			1,279			2,699
Net Cash (Used) in Operating Activities		(49,159	)		(24,926	)		(189,583	)

Cash Flows From Financing Activities
Proceeds from sale of common stock, net of offering costs		-			-			57,500
Proceeds from donated capital		121,894			-			121,994
Proceeds from notes payable		10,000			-			65,000
Payments to notes payable		(55,000	)		-			(55,000	)
Proceeds from notes payable - related party		1,000			24,000			29,340
Payments to notes payable - related party		(29,251	)		(200	)		(29,251	)
Net Cash Provided by Financing Activities		48,643			23,800			189,583

Net Change In Cash		(516	)		(1,126	)		-
Beginning Cash Balance		516			1,576			-
Ending Cash Balance	$	-		$	450		$	-

Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for interest	$	-		$	-		$	-
Cash paid during the year for income taxes	$	-		$	-		$	-
Non-Cash Activities
Number of shares issued for services					-			100,000
Value of shares issued for services				$	-		$	10,000
Conversion of debt to equity	$	10,000		$	-		$	10,000
Forgiveness of debt by principal owner credited to additional
paid in captial	$	93,215		$	-		$	93,215

See accompanying notes to financial statements.

NORTHSIGHT CAPITAL, INC.

(A Development Stage Company)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

September 30, 2010

NOTE 1 BASIS OF PRESENTATION

The condensed interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these condensed interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2009 and notes thereto included in the Company’s 10-K filed on April 15, 2010. The Company follows the same accounting policies in the preparation of interim reports.

Results of operations for the interim period are not indicative of annual results.

NOTE 2 LIQUIDITY/GOING CONCERN

The Company does not have significant assets, nor has it established operations, and has accumulated losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. It is the intent of the Company to seek a merger with an existing, well-capitalized operating company. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 3 RECENT ACCOUNTING PRONOUNCEMENTS

In May 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-19 (ASU 2010-19), Foreign Currency (Topic 830): Foreign Currency Issues: Multiple Foreign Currency Exchange Rates. The amendments in this Update are effective as of the announcement date of March 18, 2010. The Company does not expect the provisions of ASU 2010-19 to have a material effect on the financial position, results of operations or cash flows of the Company.

In April 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-17 (ASU 2010-17), Revenue Recognition-Milestone Method (Topic 605): Milestone Method of Revenue Recognition. The amendments in this Update are effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early adoption is permitted. If a vendor elects early adoption and the period of adoption is not the beginning of the entity’s fiscal year, the entity should apply the amendments retrospectively from the beginning of the year of adoption. The Company does not expect the provisions of ASU 2010-17 to have a material effect on the financial position, results of operations or cash flows of the Company.

In April 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-13 (ASU 2010-13), Compensation-Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades - a consensus of the FASB Emerging Issues Task Force. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. Earlier application is permitted. The Company does not expect the provisions of ASU 2010-13 to have a material effect on the financial position, results of operations or cash flows of the Company.

NOTE 4 NOTES PAYABLE

On October 6, 2008, the Company executed a convertible promissory note for $55,000 from an individual. The note was due in 90 days. Within a period of 60 days from the execution date of the note, the lender could decide on the form of repayment. The first option was a payment of $65,000 in cash to include the repayment of the principal amount plus $10,000 of interest. The second option was a payment of $60,000 in cash plus 50,000 shares of common stock. The fair value of the shares of common stock is $5,000. In the second option, the holder will have received a repayment of the principal amount plus $10,000 of interest. Within a period of 90 days from the execution date of the note, the lender can choose to convert the entire amount of the note plus any accrued interest into 165,000 shares (55,000 post-split) of common stock. The fair value of the common stock is $16,500. The lender also had the option to convert 50% of the note into 82,500 shares of common stock and the remaining amount will be repaid in cash.

As of June 30, 2010, the Company settled the debt with the lender for a total of $55,000 and paid the lender during the six months ended June 30, 2010.

Interest expense for the nine months ended September 30, 2010 was $0.

NOTE 5 NOTES PAYABLE - RELATED PARTY

Notes payable consists of the following at September 30, 2010:

	September 30, 2010

Notes payable to an entity owned and controlled by an officer, director and shareholders of the Company, unsecured, 8% interest, due upon demand	$	5,940

	$	5,940

In March 2010, the Company received a loan for $10,000 from an entity that is currently controlled and owned by an officer, director and shareholders of the Company. The loan is due upon demand and bears 0% interest. The loan was settled with 1,430,000 shares (476,667 post-split) of common stock and the Company issued the shares of common stock during the six months ended June 30, 2010.

During the nine months ended September 30, 2010, the Company received a loan totaling $5,940 from an entity that is currently controlled and owned by an officer, director and shareholders of the Company. The unsecured loan bears interest at 8% per annum and is due on demand.

Interest expense for the nine months ended September 30, 2010 and 2009 was $737 and $1,279, respectively.

NOTE 6 STOCKHOLDERS’ EQUITY

The Company is authorized to issue 10,000,000 shares of it $0.001 par value preferred stock and 100,000,000 shares of its $0.001 par value common stock.

On April 30, 2010, the Company issued 1,430,000 shares (476,667 post-split) of common stock to two individuals for the conversion of debt totaling $10,000. The Company valued the shares using the fair value of the debt.

During the nine months ended September 30, 2010, a former officer, director and shareholder of the Company donated $121,894 of cash to the Company as additional paid in capital. The Company used the proceeds to settle its accounts payable and notes payable. Additionally, the former officer, director and shareholder also forgave $93,215 of accounts payable, notes payable and accrued interest payable due to the shareholder and his related entities. Due to the related party nature of the transaction no gain was recognized and additional paid in capital was increased by $93,215.

On July 22, 2010, the Board of Directors and the majority shareholders of the Company authorized a filing of Schedule 14C and proposed a reverse stock split of one-for-three. The reverse stock split became effective on or about August 26, 2010. All share and per share amounts have been adjusted retrospectively as a result of the reverse stock split, unless otherwise stated.

As of September 30, 2010, there have been no other issuances of common stock.

NOTE 7 WARRANTS AND OPTIONS

As of September 30, 2010, there were no warrants or options outstanding to acquire any additional shares of common stock.

NOTE 8 CHANGE IN OWNERSHIP

On April 30, 2010, Steve Nickolas, President of the Company at that time, sold to three investors a total of 730,000 shares (243,333 post-split) of the Company’s common stock, of which Mr. Nickolas was the beneficial owner. This sale resulted in the three investors’ collectively owning approximately 52% of the Company’s outstanding shares. On the same date, Mr. Nickolas, acting as the Company’s sole director, elected Travis Jenson and Wayne Bassham to fill the vacancies on the Board of Directors. These matters were disclosed in the Company’s Current Report on Form 8-K, dated April 30, 2010, which was filed with the Securities and Exchange Commission on May 4, 2010.

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

Forward-looking Statements

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

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

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

Plan of Operations

Our Company’s plan of operation for the next 12 months is to: (i) consider guidelines of industries in which our Company may have an interest; (ii) adopt a business plan regarding engaging in business in any selected industry; and (iii) to commence such operations through funding and/or the acquisition of a going concern engaged in any industry selected.

During the next 12 months, our only foreseeable cash requirements will relate to maintaining our good standing as a corporation in our state of organization; the payment of our Securities and Exchange Commission and the Exchange Act reporting filing expenses, including associated legal and accounting fees; and costs incident to reviewing or investigating any potential business venture. Because a principal shareholder has been paying all of the operating expenses, management does not anticipate that we will have to raise additional funds during the next 12 months.

Our common stock currently trades on the Over-the-Counter Bulletin Board (OTCBB) under the symbol NCAP.OB.

Results of Operations

Three Months Ended September 30, 2010 Compared to Three Months Ended September 30, 2009

We had no operations during the quarterly period ended September 30, 2010, nor do we have operations as of the date of this filing. In the quarterly period ended September 30, 2010, we had sales of $0, compared to the quarterly period ended September 30, 2009, with sales of $0. Operating expenses were $6,942 for the three months ended September 30, 2010, compared to $31,496 for the three months ended September 30, 2009. Operating expenses for the three months ended September 30, 2010, were comprised mainly of accounting fees. The decrease in general and administrative expenses for the 2010 quarterly period over the 2009 quarterly period was due to a reduction in professional fees and office expenses. We had a net loss of $6,942 for the quarter ended September 30, 2010 compared to a net loss of $32,136 for the quarter ended September 30, 2009 due to a reduction of operating expesnses in 2010.

Nine Months Ended September 30, 2010 Compared to Nine Months Ended September 30, 2009

We had no operations during the nine month period ended September 30, 2010, nor do we have operations as of the date of this filing. Operating expenses were $48,021 for the nine months ended September 30, 2010 compared to $96,707 for the nine months ended September 30, 2009. Operating expenses for the nine months ended September 30, 2010, were comprised mainly of accounting and legal expenses. We had a net loss of $21,109 for the nine month period ended September 30, 2010 compared to a net loss of $97,986 for the nine month period ended September 30, 2009.

Liquidity and Capital Requirements

We have no cash or cash equivalents on hand. If additional funds are required, such funds may be advanced by management or shareholders as loans to us. During the quarterly period ended September 30, 2010, expenses were paid by a principal shareholder in the amount of $5,023. The aggregate amount of $5,023 is outstanding as of September 30, 2010, is unsecured and is due on demand. The loan bears interest at 8% per annum. Because we have not identified any acquisition or venture, it is impossible to predict the amount of any such loan.

During the nine month period ended September 30, 2010, the Company received proceeds from donated capital of $121,894 from a former officer, director and shareholder of the Company. The Company utilized these funds to pay off accounts payable and notes payable. Also, during the nine month period ended September 30, 2010, the former officer, director and shareholder of the Company and his related entities forgave accounts payable and notes payable totaling $93,215. Due to the related party nature of the transaction no gain was recognized and additional paid in capital was increased by $93,215.

Off-balance Sheet Arrangements

None.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not required.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the Securities and Exchange Commission, and that such information is accumulated and communicated to management, including the President and Secretary, to allow timely decisions regarding required disclosures.

Under the supervision and with the participation of our management, including our President and Treasurer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based upon that evaluation, our President and Treasurer concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

During the fiscal quarter covered by this Quarterly Report, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Not required.

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

None; not applicable.

Item 3. Defaults Upon Senior Securities

None; not applicable.

Item 4. [Removed and Reserved]

Item 5. Other Information

On July 21, 2010, in conjunction with the aforementioned Stock Purchase Agreement dated April 30, 2010, Steven P. Nickolas resigned his capacities as a director and as the President, Secretary and Treasurer of the Company. The Board of Directors appointed Thomas J. Howells to fill the Board vacancy created by Mr. Nickolas’ resignation. Subsequently, on July 22, 2010, the Board of Directors appointed Travis T. Jenson to serve as President of the Company and Wayne Bassham to serve as Secretary/Treasurer of the Company. These matters were disclosed in the Company’s Current Report on Form 8-K, dated July 21, 2010, which was filed with the Securities and Exchange Commission on July 22, 1010.

On July 22, 2010, the holders of 2,160,000 shares (720,000 post-split) of the Company’s common stock, representing approximately 76.3% of the total outstanding voting securities, and the Board of Directors resolved to effect a reverse split of its outstanding common stock on a basis of one for three, while retaining the current par value of one mill ($0.001) per share, with appropriate adjustments being made in the additional paid in capital and stated capital accounts of the Company, with all fractional shares to be rounded up to the nearest whole share (the “Reverse Split”). The Majority Stockholders also agreed to contribute, on a pro rata basis, a sufficient number of their shares of common stock to ensure that no record stockholder’s holdings as of July 27, 2010 (which is the Record Date for determining the stockholders that shall be entitled to notice of the Reverse Split) shall be reduced below 100 shares as a result of the Reverse Split. The Company prepared and filed with the Securities and Exchange Commission a definitive Information Statement on Schedule 14C with respect to the Reverse Split, and will mail copies of the definitive Information Statement to its stockholders of record as of the Record Date. The Reverse Split became effective on or about August 26, 2010. These matters were disclosed in the Company’s Current Report on Form 8-K dated July 22, 2010, which was filed with the Securities and Exchange Commission on July 26, 2010.

Item 6. Exhibits

(a) Exhibits

Exhibit No.	Identification of Exhibit
31.1	Certification of Travis T. Jenson Pursuant to Section 302 of the Sarbanes-Oxley Act.
31.2	Certification of Wayne Bassham Pursuant to Section 302 of the Sarbanes-Oxley Act.
32	Certification of Travis T. Jenson and Wayne Bassham Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act.

(b) Reports on Form 8-K

Form 8-K Current Report as filed on or about May 4, 2010 concerning the Stock Purchase Agreement.*

Form 8-K Current Report as filed on or about July 22, 2010 concerning the resignation of Steven P. Nickolas as President of the Company, the appointment of Thomas J. Howells as a Director of the Company, and the appointment of Travis T. Jenson as President and Wayne Bassham as Secretary/Treasurer of the Company.*

Form 8-K Current Report as filed on or about July 27, 2010 concerning the Reverse Split.*

*Incorporated herein by reference.

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:	11/12/10	By:	/s/Travis T. Jenson
			Travis T. Jenson, President and Director

Date:	11/12/10		By:	/s/Wayne Bassham
				Wayne Bassham, Secretary/Treasurer, Director