UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 10-Q

______________

For the quarterly period ended March 31, 2014

For the transition period from ____________ to____________

Commission File Number: 000-53661

NORTHSIGHT CAPITAL, INC.

(Exact name of issuer as specified in its charter)

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.

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:

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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.

March 31, 2014

C O N T E N T S

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NORTHSIGHT CAPITAL, INC.

(A Development Stage Company)

CONDENSED BALANCE SHEETS

(Unaudited)

See accompanying notes to condensed financial statements.

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NORTHSIGHT CAPITAL, INC.

(A Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

See accompanying notes to condensed financial statements.

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NORTHSIGHT CAPITAL, INC.

(A Development Stage Company)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

See accompanying notes to condensed financial statements.

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NORTHSIGHT CAPITAL, INC.

(A Development Stage Company)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

March 31, 2014

NOTE 1 - BASIS OF PRESENTATION

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

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. The results of operations for the three month period ended March 31, 2014, are not necessarily indicative of the operating results for the full year.

NOTE 2 - LIQUIDITY/GOING CONCERN

The Company is a development stage enterprise and has accumulated operating losses since inception (May 2008) and has had negative cash flows from operating activities since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business.  Since the Company recently raised capital through the sale of equity, the Company has cash available for the payment of operating expenses for the near term. Management plans to fund continued operations of the Company by eventually generating profits from operations and raising sufficient capital through placement of additional shares of its common stock or issuance of debt securities.

In the event the Company does not generate sufficient funds from revenues or financing through the issuance of its common stock or from debt financing, the Company may be unable to fully implement its business plan and pay its obligations as they become due, any of which circumstances would have a material adverse effect on its business prospects, financial condition, and results of operations. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to recover the value of its assets or satisfy its liabilities.

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows.  Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements.

NOTE 4 - WEB DEVELOPMENT COSTS AND DOMAIN NAMES ASSETS

During the three months ended March 31, 2014, the Company incurred $75,000 towards the development of a website on which third parties can advertise the sale or distribution of cannabis related products: an online “yellow pages.”  The Company also incurred $81,000 towards the purchase of rights for internet domain names.   The Company does not intend to engage in the sale or distribution of marijuana or related products.

NOTE 5 - EQUITY

During the three months ended March 31, 2014, the Company sold 2,426,000 shares of its common stock for $592,750 in cash proceeds (net of legal expenses of $13,750). The Company incurred a finder’s fee of $24,450, which the company has satisfied through the issuance of 97,800 shares of common stock.

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NOTE 6 - SUBSEQUENT EVENTS

In May 2014, the Company entered into an asset purchase agreement to acquire approximately 7,500 cannabis-related internet domain names in exchange for which the Company will:

a)

Issue 78.5 million shares of the Company’s restricted common stock;

b)

Issue a promissory note in the principal of $500,000, which will bear interest at the rate of 3.25% per annum and be payable as follows:  upon the Company’s receipt of an aggregate of $1,000,000 in funding (whether debt or equity), $100,000 shall be paid, and the Company shall pay the remaining balance of $400,000 in thirty-six equal monthly installments, commencing on the fifteenth day following the first month the Company realizes at least $150,000 in gross revenue; and

c)

Pay a monthly royalty equal to the product of (i) six percent (6%) and (ii) the excess of the gross monthly revenue over $150,000.  The royalty payment shall be 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.

The Company will receive consulting services from the seller of the domain names, for which the Company shall pay the seller $9,500 per month, for a period of twelve months.  The seller is also entitled to “piggyback” registration rights on the next Securities Act registration statement filed by the Company, with respect to eight million shares of common stock being issued to the seller.  The Company shall bear all registration expenses of such piggyback registrations, other than underwriting discounts and commissions and any legal fees incurred by the seller.

In April 2014, the Company entered into an agreement with certain of its shareholders (“Principal Shareholders”) and Kuboo.  By way of background, in May 2011, the Company, Kuboo and the Principal shareholders entered into a Stock Purchase Agreement (“SPA”) and the Company and the Principal Shareholders entered into a Principal Shareholders Agreement (“PSA”).  Under the April 2014 agreement, (i) the Principal Shareholders released the Company and Kuboo from any obligation to pay them an additional $50,000 under the PSA or SPA (or otherwise), (ii) the Company released Kuboo from any obligation under the SPA to pay to the Company the additional $50,000 specified in the SPA, (iii) the Principal Shareholders agreed to surrender 1,675,604 shares of the Company’s common stock to the Company for cancellation (iv) the Principal Shareholders released the Company from any obligation to register the Company’s common stock shares pursuant to section 10.2 of the SPA or otherwise, and (v) the Company agreed to include on a piggyback basis an aggregate of 300,000 shares of common stock on each of the next two Securities Act registration statements the Company files (an aggregate of 600,000 shares of common stock).

Effective, April 9, 2014, the Principal Shareholders surrendered to the Company for cancellation 1,675,604 shares of the Company’s common stock in accordance with the April 2014 Agreement described above.

On April 14, 2014, the Company issued an aggregate of 3,730,000 restricted shares of its common stock solely to “accredited investors,” within the meaning of regulation D under the Securities Act of 1933, as amended. These shares of the Company’s common stock were issued to the shareholders of NCAP Security Systems, Inc. (other than Kuboo, Inc., its parent company), in exchange for an equal number of shares of NCAP Security Systems, Inc. The Company’s common shares were issued in full and complete satisfaction of any and all amounts that could be claimed in relation to the shareholders’ investment in NCAP Security Systems, Inc.  

In April, 2014, the Company received $90,000 from the exercise of outstanding warrants to purchase 450,000 shares of common stock, at an exercise price of $.20 per share.

In April, 2014, the Company paid an additional finder’s fee $5,500, related to its issuances of common stock.  The Company satisfied this fee through the issuance of 22,000 shares of its common stock.

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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.

Plan of Operations

We commenced limited operations during the quarterly period ended March 31, 2014. Our operating related activities have increased since March 31, 2014. We have raised capital of $592,750 (net of legal expenses of $13,750) during the quarter ended March 31, 2014, hired employees, and entered into various agreements, including to develop our website and to acquire approximately 7,500 internet domain names.

Our plan of operation in the near term is to complete the acquisition of the marijuana related domain names and expand our business operations.  During the quarter ended March 31, 2014, we raised an aggregate of $592,750 (net of legal expenses of $13,750) from the sale of 2,426,000 shares of common stock at a per share price of $0.25.  Subsequent to March 31, 2014, we received an additional $90,000 from the exercise of warrants to purchase 450,000 shares of common stock at a per share price of $0.20. See Note 6 - Subsequent Events to the financial statements included with this Report.

In the event we do not complete the planned acquisition, our plan of operation for the next 12 months is to: (i) consider a possible acquisition of a going concern, including the possibility of engaging in a transaction with our parent company, (ii) adopt a business plan for any acquired business, and (iii) upon completion of an acquisition and funding, to commence the business operations of the acquired business.

During the next 12 months, provided we do not complete the planned acquisition during such period, our only foreseeable cash requirements will relate to maintaining our good standing as a corporation in our state of organization; the payment of our Exchange Act reporting filing expenses, including associated legal and accounting fees; and costs incident to reviewing or investigating any potential business venture.  We may have to raise additional funds during the next 12 months to fund our basic operating expenses.

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

Results of Operations

Three Months Ended March 31, 2014 to Three Months Ended March 31, 2013

We reported no sales during the three month periods ended March 31, 2014 and 2013. For the three months ended March 31, 2014 and 2013 we incurred operating expenses of $44,712 and $12,585, respectively, an increase of approximately $32,000.  Approximately $21,000 of this increase was caused by increased legal and professional expenses, SEC compliance matters and the negotiation of various Company agreements.  The remaining increase of approximately $11,000 was due to increased SEC filing fees, increased travel expenses and other general and administrative expenses.  For the three months ended March 31, 2014 and 2013, the Company reported a net loss of $44,783 and $12,585, respectively, a change of approximately $32,000.  We expect our operating activities and expenses to continue to increase substantially in the coming quarters, as we continue to ramp up our business activity.

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Liquidity and Capital Requirements

 As of May 13, 2014, we had approximately $390,000 in cash on hand. We believe that these funds, coupled with operating cash flow we expect to generate during the second half of 2014, should be sufficient to enable us to fund our business operations through the remainder of calendar 2014.  If we do not realize the operating cash flow we are expecting, then we will likely need to raise additional funds during the later part of 2014.  If additional funds are required, we may raise funds from third parties, either in the form of debt or equity.  If we are unable to raise additional required funds, there will be a material adverse effect on our planned business as we will have to scale back the implementation of our business plan.

Off-balance Sheet Arrangements

None.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

Not required.

Item 4.  Controls and Procedures.

Evaluation of Disclosure Controls over Procedures

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

Under the supervision and with the participation of our management, including our President and Treasurer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act).  Based upon that evaluation, our President and Secretary/Treasurer concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls were not effective.  

Changes in Internal Control over Financial Reporting

During the fiscal quarter covered by this Quarterly Report, we hired a CPA as a part-time employee to oversee our books and records, as well as our internal accounting function.  Otherwise, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Not required.

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

None

Item 3. Defaults upon Senior Securities

None; not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

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Item 6. Exhibits

(a) Exhibits

Identification of Exhibit

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

(2) Filed as an Exhibit 4.1 to our Form 10Q filed November 21, 2011 and incorporated herein by reference.

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

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

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

*Filed herewith

** Furnished, not filed

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)

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