UNITED STATES
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, 2011
[ ] 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 May 10, 2011 | |
| Common Capital Voting Stock, $0.001 par value per share | 2,500,000 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.
March 31, 2011
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 |
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NORTHSIGHT CAPITAL, INC.
(A Development Stage Company)
CONDENSED BALANCE SHEETS
March 31, 2011 and December 31, 2010
| 3/31/2011 | 12/31/2010 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | - | $ | - | ||||
| Total current assets | - | - | ||||||
| Total Assets | $ | - | $ | - | ||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | - | $ | 2,739 | ||||
| Notes payable - related party | 16,681 | 7,737 | ||||||
| Total Current Liabilities | 16,681 | 10,476 | ||||||
| Total Liabilities | 16,681 | 10,476 | ||||||
| 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; 944,397 shares issued and | ||||||||
| outstanding as of March 31, 2011 and December 31, 2010 | 944 | 944 | ||||||
| Additional Paid-in Capital | 291,765 | 291,765 | ||||||
| Accumulated Deficit during the Development Stage | (309,390 | ) | (303,185 | ) | ||||
| Total Stockholders' Deficit | (16,681 | ) | (10,476 | ) | ||||
| Total Liabilities and Stockholders' Deficit | $ | - | $ | - | ||||
See accompanying notes to financial statements.
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(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2011 and 2010, and
for the Period from Inception [May 21, 2008] through March 31, 2011
(Unaudited)
| For the | For the | From Inception | ||||||||||
| Three Months | Three Months | (May 21, 2008) | ||||||||||
| Ended | Ended | Through | ||||||||||
| March 31, | March 31, | March 31, | ||||||||||
| 2011 | 2010 | 2011 | ||||||||||
| Revenues | $ | - | $ | - | $ | - | ||||||
| Cost of Goods Sold | - | - | - | |||||||||
| Gross Profit | - | - | - | |||||||||
| Operating expenses: | ||||||||||||
| General administrative | 547 | 3,321 | 50,001 | |||||||||
| Business plan development - related party | - | - | 10,000 | |||||||||
| Consulting expense - related party | - | 13,500 | 80,350 | |||||||||
| Executive compensation - related party | - | - | 5,100 | |||||||||
| Professional fees | 5,658 | 4,935 | 128,846 | |||||||||
| Rent - related party | - | 6,000 | 38,200 | |||||||||
| Research and development - related party | - | - | 10,850 | |||||||||
| Travel | - | - | 11,112 | |||||||||
| Total operating expenses | 6,205 | 27,756 | 334,459 | |||||||||
| Other income (expenses) | ||||||||||||
| Interest expense | - | (737 | ) | (2,699 | ) | |||||||
| Forgiveness of debt | - | - | 27,768 | |||||||||
| Total other income (expenses) | - | (737 | ) | 25,069 | ||||||||
| Net income (loss) before income taxes | (6,205 | ) | (28,493 | ) | (309,390 | ) | ||||||
| Provision for income taxes | - | - | - | |||||||||
| Net income (loss) | $ | (6,205 | ) | $ | (28,493 | ) | $ | (309,390 | ) | |||
| Weighted average number of common shares | ||||||||||||
| outstanding - basic and fully diluted | 944,397 | 467,788 | ||||||||||
| Net income (loss) per share - basic and fully diluted | $ | (0.01 | ) | $ | (0.06 | ) | ||||||
See accompanying notes to financial statements.
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NORTHSIGHT CAPITAL, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 2011 and 2010, and
for the Period from Inception [May 21, 2008] through March 31, 2011
(Unaudited)
| For the | For the | From Inception | ||||||||||
| Three Months | Three Months | (May 21, 2008) | ||||||||||
| Ended | Ended | Through | ||||||||||
| March 31, | March 31, | March 31, | ||||||||||
| 2011 | 2010 | 2011 | ||||||||||
| Cash Flows From Operating Activities | ||||||||||||
| Net Income (Loss) | $ | (6,205 | ) | $ | (28,493 | ) | $ | (309,390 | ) | |||
| Adjustments to reconcile net income (loss) to | ||||||||||||
| net cash used in operating activities: | ||||||||||||
| Gain on forgiveness of debt | - | - | (27,768 | ) | ||||||||
| Shares issued for services | - | - | 10,000 | |||||||||
| Corporate expenses paid by shareholders | 8,944 | - | 16,681 | |||||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Decrease in prepaid expenses | - | (2,940 | ) | - | ||||||||
| Increase (decrease) in accounts payable | (2,739 | ) | (1,745 | ) | 27,768 | |||||||
| Increase in accounts payable - related party | - | 23,050 | 90,427 | |||||||||
| Increase in accrued interest payable - related party | - | 737 | 2,699 | |||||||||
| Net Cash (Used) in Operating Activities | - | (9,391 | ) | (189,583 | ) | |||||||
| Cash Flows From Financing Activities | ||||||||||||
| Proceeds from sale of common stock, net of offering costs | - | - | 57,500 | |||||||||
| Proceeds from donated capital | - | - | 121,994 | |||||||||
| Proceeds from notes payable | - | 10,000 | 65,000 | |||||||||
| Payments to notes payable | - | - | (55,000 | ) | ||||||||
| Proceeds from notes payable - related party | - | 1,000 | 29,340 | |||||||||
| Payments to notes payable - related party | - | - | (29,251 | ) | ||||||||
| Net Cash Provided by Financing Activities | - | 11,000 | 189,583 | |||||||||
| Net Change In Cash | - | 1,609 | - | |||||||||
| Beginning Cash Balance | - | 516 | - | |||||||||
| Ending Cash Balance | $ | - | $ | 2,125 | $ | - | ||||||
| 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 | ||||||
| Forgiveness of debt by principal owner credited to | ||||||||||||
| additional paid in captial | $ | - | $ | - | $ | 93,215 | ||||||
See accompanying notes to financial statements.
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NORTHSIGHT CAPITAL, INC.
(A Development Stage Company)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
March 31, 2011
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, 2010. The results of operations for the period ended March 31, 2011, are not necessarily indicative of the operating results for the full year.
NOTE 2 LIQUIDITY/GOING CONCERN
The Company does not have 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 RELATED PARTY TRANSACTIONS
The Company had expenses and payables paid in its behalf by a shareholder in the amount of $8,944 during the quarter ended March 31, 2011. The balance due the shareholder is $16,681 as of March 31, 2011. The unsecured loan bears no interest and is due on demand.
NOTE 4 SUBSEQUENT EVENTS
Effective April 12, 2011, the Company issued an aggregate total of 1,555,603 shares of its common stock comprised of “restricted securities” as defined in Rule 144 of the SEC, in consideration of $28,500 in cash and cancellation of debt in the amount of $16,681, for total consideration of $45,181, equal to approximately $0.029 per share.
The securities were sold to two directors, Thomas J. Howells (327,000 shares) and Travis T. Jenson (327,000 shares); Jenson Services, Inc., a Utah corporation that is controlled by Messrs. Howells and Jenson (383,000 shares); and Kelly Trimble, a present principal shareholder of the Company (518,603 shares).
The offer and sale of these securities was deemed to be exempt from the registration provisions of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), by reason of the registration exemption contained in Section 4(2) of the Securities Act and the registration exemption contained in Rule 506 of Regulation D of the SEC, as all of the subscribers are “accredited investors” as that term is defined in Rule 501 of Regulation D. State law is preempted by Section 18 of the Securities Act for offers and sales to “accredited investors,” save for the filing of a notices and the payment of an applicable fee, which the Company will satisfy in the State of Utah, where all subscribers reside or have their principal place of business.
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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
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 March 31, 2011 Compared to Three Months Ended March 31, 2010
We had no operations during the quarterly period ended March 31, 2011, nor do we have operations as of the date of this filing. In the quarterly period ended March 31, 2011, we had sales of $0, compared to the quarterly period ended March 31, 2010, with sales of $0. Operating expenses were $6,205 for the three months ended March 31, 2011, compared to $27,756 for the three months ended March 31, 2010. Operating expenses for the three months ended March 31, 2011, were comprised mainly of professional fees. The decrease in operating expenses for the 2011 quarterly period over the 2010 quarterly period was due to a reduction in professional and consulting fees, as well as a decrease in rent and other office expenses. We had a net loss of $6,205 for the quarter ended March 31, 2011, compared to a net loss of $28,493 for the quarter ended March 31, 2010, due to a reduction of operating expenses in 2011.
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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 March 31, 2011, expenses were paid by a principal shareholder in the amount of $8,944. The aggregate amount of $16,681 is outstanding as of March 31, 2011, is non-interest bearing, unsecured and is due on demand. Because we have not identified any acquisition or venture, it is impossible to predict the potential amount of any such loan.
Off-balance Sheet Arrangements
None.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not required.
Item 4. 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
None.
Item 1A. Risk Factors
Not required.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None; not applicable.
8
Item 3. Defaults Upon Senior Securities
None; not applicable.
Item 4. [Removed and Reserved]
Effective April 12, 2011, we issued an aggregate total of 1,555,603 shares of its common stock comprised of “restricted securities” as defined in Rule 144 of the Securities and Exchange Commission (the “SEC”), in consideration of $28,500 in cash and cancellation of debt in the amount of $16,681, for total consideration of $45,181, equal to approximately $0.029 per share.
The securities were sold to two directors, Thomas J. Howells (327,000 shares) and Travis T. Jenson (327,000 shares); Jenson Services, Inc., a Utah corporation that is controlled by Messrs. Howells and Jenson (383,000 shares); and Kelly Trimble, a present principal shareholder of ours (518,603 shares).
The offer and sale of these securities was deemed to be exempt from the registration provisions of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), by reason of the registration exemption contained in Section 4(2) of the Securities Act and the registration exemption contained in Rule 506 of Regulation D of the SEC, as all of the subscribers are “accredited investors” as that term is defined in Rule 501 of Regulation D. State law is preempted by Section 18 of the Securities Act for offers and sales to “accredited investors,” save for the filing of a notices and the payment of an applicable fee, which the Company will satisfy in the State of Utah, where all subscribers reside or have their principal place of business.
Item 6. Exhibits
(a) Exhibits
| 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 April 12, 2011, concerning the Stock Purchase Agreement and cancellation of debt.*
*Incorporated herein by reference.
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: | 05/10/11 | By: | /s/Travis T. Jenson | |
| Travis T. Jenson, President and Director | ||||
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