United States Securities and Exchange Commission

Washington, D.C. 20549


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15[d] of the Securities Exchange Act of 1934



September 30, 2015

Date of Report

[Date of Earliest Event Reported]



NORTHSIGHT CAPITAL, INC.

(Exact name of Registrant as specified in its Charter)


Nevada

000-53661

26-2727362

(State or Other Jurisdiction of

(Commission File Number)

(I.R.S. Employer Identification No.)

Incorporation)

 

 


7740 East Evans Rd.

Scottsdale, AZ 85260

(Address of Principal Executive Offices)


(480) 385-3893

(Registrant’s Telephone Number, including area code)


N/A

(Former name or former address, if changed since last report.)




Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see general instruction A.2. below):


      .   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

      .   Soliciting material pursuant to Rule 14-a-12 under the Exchange Act (17 CFR 240.14a-12)

      .   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

      .   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT


On September 30, 2015, the Registrant, in order to reflect a further $50,000 advance, issued a Second Amended and Restated Promissory Note (“Note”) in the principal amount of $682,307 to Kae Yong Park, its majority shareholder, and Howard. R. Baer, her spouse (together, (“Park”).   In addition, in accordance with its previously disclosed agreement dated September 21, 2015, the Registrant executed and delivered a definitive Security Agreement to Park, granting Park a security interest in certain assets, including all of its internet domain names, websites and related assets, in order to secure repayment of the Note.


The Note is (i) payable on the earlier of an event of default, the receipt of capital by the Registrant and written demand, (ii) non-interest bearing, and (iii) secured, as disclosed above. The Note was entered into in connection with a further advance of $50,000 on or about September 30, 2015.


As of September 30, 2015, Park had advanced an aggregate of $682,307 to the Registrant, net of repayments, which is the current amount of the promissory note. Since September 1, 2015, Park has advanced approximately $150,000 to the registrant to fund its operations (including the approximate $50,000 advanced on or about September 30, 2015).




SIGNATURES


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


NORTHSIGHT CAPITAL, INC.




Date:

October 5, 2015

 

By:

/s/John P. Venners

 

 

 

 

John P. Venners

 

 

 

 

EVP, Operations





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