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, 2012
.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 . | 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 1, 2012 |
Common Capital Voting Stock, $0.001 par value per share |
| 12,500,000 shares |
1
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.
2
PART I - FINANCIAL STATEMENTS
Item 1. Financial Statements.
September 30, 2012
C O N T E N T S
Condensed Balance Sheets | 4 |
Condensed Statements of Operations | 5 |
Condensed Statements of Cash Flows | 6 |
Notes to Unaudited Condensed Financial Statements | 7 |
3
NORTHSIGHT CAPITAL, INC.
(A Development Stage Company)
CONDENSED BALANCE SHEETS
(Unaudited)
|
| September 30, 2012 |
| December 31, 2011 |
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ASSETS |
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Current Assets |
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Cash | $ | - | $ | - |
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Total Current Assets |
| - |
| - |
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Total Assets | $ | - | $ | - |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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Current Liabilities |
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Accounts payable and accrued expenses | $ | 55,559 | $ | 56,000 |
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Notes payable - related party |
| - |
| - |
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Total Current Liabilities |
| 55,559 |
| 56,000 |
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Total Liabilities |
| 55,559 |
| 56,000 |
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Stockholders' Deficit |
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Preferred stock - 10,000,000 shares authorized having a par value of $.001 per share; none issued and outstanding |
| - |
| - |
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Common stock - 100,000,000 shares authorized at par value of $0.001 per share; 12,500,000 shares issued and outstanding |
| 12,500 |
| 12,500 |
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Subscription receivable |
| (50,000) |
| (50,000) |
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Additional paid-in capital |
| 674,726 |
| 645,235 |
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Accumulated deficit during the development stage |
| (692,785) |
| (663,735) |
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Total Stockholders' Deficit |
| (55,559) |
| (56,000) |
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Total Liabilities and Stockholders' Deficit | $ | - | $ | - |
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See accompanying notes to condensed financial statements.
4
NORTHSIGHT CAPITAL, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
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| From Inception |
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| For the Three Months Ended |
| For the Nine Months Ended |
| (May 21, 2008) Through | ||||
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| September 30, |
| September 30, |
| September 30, | ||||
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| 2012 |
| 2011 |
| 2012 |
| 2011 |
| 2012 |
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Revenues | $ | - | $ | - | $ | - | $ | - | $ | - |
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Operating Expenses: |
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General administrative |
| 6,275 |
| 4,000 |
| 7,800 |
| 5,695 |
| 60,254 |
Business plan development - related party |
| - |
| - |
| - |
| - |
| 10,000 |
Consulting expense - related party |
| - |
| - |
| - |
| 250,000 |
| 380,350 |
Executive compensation - related party |
| - |
| - |
| - |
| - |
| 5,100 |
Professional fees |
| 7,531 |
| 6,900 |
| 21,250 |
| 41,900 |
| 201,988 |
Rent - related party |
| - |
| - |
| - |
| - |
| 38,200 |
Research and development - related party |
| - |
| - |
| - |
| - |
| 10,850 |
Travel |
| - |
| - |
| - |
| - |
| 11,112 |
Total Operating Expenses |
| 13,806 |
| 10,900 |
| 29,050 |
| 297,595 |
| 717,854 |
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Other Income (Expenses) |
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Interest expense |
| - |
| - |
| - |
| - |
| (2,699) |
Forgiveness of debt |
| - |
| - |
| - |
| - |
| 27,768 |
Total Other Income (Expenses) |
| - |
| - |
| - |
| - |
| 25,069 |
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Net Loss Before Income Taxes |
| (13,806) |
| (10,900) |
| (29,050) |
| (297,595) |
| (692,785) |
Provision for Income Taxes |
| - |
| - |
| - |
| - |
| - |
Net Loss | $ | (13,806) | $ | (10,900) | $ | (29,050) | $ | (297,595) | $ | (692,785) |
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Weighted Average Common Shares Outstanding – Basic and Diluted |
| 12,500,000 |
| 12,500,000 |
| 12,500,000 |
| 6,387,650 |
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Loss per Common Share – Basic and Diluted | $ | (0.00) | $ | (0.00) | $ | (0.00) | $ | (0.05) |
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See accompanying notes to condensed financial statements.
5
NORTHSIGHT CAPITAL, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
|
| For the Nine Months Ended September 30, |
| From Inception (May 21, 2008) Through September 30, 2012 | ||
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| 2012 |
| 2011 |
| |
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Cash Flows From Operating Activities |
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Net loss | $ | (29,050) | $ | (297,595) | $ | (692,785) |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Gain on forgiveness of debt |
| - |
| - |
| (27,768) |
Shares issued for services |
| - |
| - |
| 10,000 |
Corporate expenses paid by shareholders |
| 29,491 |
| 10,934 |
| 55,117 |
Warrants issued for payment of services |
| - |
| 10,900 |
| 10,900 |
Changes in operating assets and liabilities: |
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Accounts payable and accrued expenses |
| (441) |
| (2,739) |
| 83,327 |
Accounts payable - related party |
| - |
| - |
| 90,427 |
Interest payable - related party |
| - |
| - |
| 2,699 |
Net Cash Used in Operating Activities |
| - |
| (278,500) |
| (468,083) |
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Cash Flows From Financing Activities |
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Proceeds from sale of common stock, net of offering costs |
| - |
| 278,500 |
| 336,000 |
Proceeds from donated capital |
| - |
| - |
| 121,994 |
Proceeds from notes payable |
| - |
| - |
| 65,000 |
Payments to notes payable |
| - |
| - |
| (55,000) |
Proceeds from notes payable - related party |
| - |
| - |
| 29,340 |
Payments to notes payable - related party |
| - |
| - |
| (29,251) |
Net Cash Provided by Financing Activities |
| - |
| 278,500 |
| 468,083 |
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Net Change In Cash |
| - |
| - |
| - |
Beginning Cash Balance |
| - |
| - |
| - |
Ending Cash Balance | $ | - | $ | - | $ | - |
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Supplemental Disclosure of Cash Flow Information: |
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Cash paid for interest | $ | - | $ | - | $ | - |
Cash paid for income taxes | $ | - | $ | - | $ | - |
Non-Cash Activities |
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Conversion of debt to equity | $ | - | $ | 16,681 | $ | 26,681 |
Forgiveness of debt by principal owner credited to additional paid in capital | $ | - | $ | - | $ | 93,215 |
Subscription receivable from parent company | $ | - | $ | - | $ | 50,000 |
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See accompanying notes to condensed financial statements.
6
NORTHSIGHT CAPITAL, INC.
(A Development Stage Company)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
September 30, 2012
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, 2011. The results of operations for the three and nine month period ended September 30, 2012, are not necessarily indicative of the operating results for the full year.
NOTE 2 – LIQUIDITY AND 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
During the nine month period ended September 30, 2012, Safe Communications, Inc. (“SAFE”), Northsight Capital’s parent company, paid $29,491 on behalf of the Company in payment of Company’s operating expenses, consisting primarily of professional and other fees related to being a public company. The Company had expenses and payables paid on its behalf by SAFE in the amount of $10,934 during the nine month period ended September 30, 2011. These payments were treated as a contribution to the capital of the Company.
During the nine month period ended September 30, 2011, the Company issued 1,225,000 warrants to SAFE to purchase a like number of its shares of common stock at an exercise price of $0.20 per share. These warrants were issued for reimbursement of expenses ($10,934) paid by SAFE on behalf of the Company.
NOTE 4 – 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.
7
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 a possible acquisition of 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 an 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 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. 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 September 30, 2012 Compared to Three Months Ended September 30, 2011
We had no operations during the quarterly period ended September 30, 2012, nor do we have operations as of the date of this filing. We reported no sales during the three month periods ended September 30, 2012 and 2011. For the three months ended September 30, 2012 and 2011, we incurred operating expenses of approximately $14,000 and $11,000, respectively, an increase of approximately $3,000. This increase is primarily attributable to an increase of approximately $2,300 for in general administrative expenses. For the three months ended September 30, 2012 and 2011, the Company reported a net loss of approximately $14,000 and $11,000, respectively, an increase in net loss of approximately $3,000.
Nine Months Ended September 30, 2012 Compared to Nine Months Ended September 30, 2011
We had no operations during the nine month period ended September 30, 2012, nor do we have operations as of the date of this filing. We reported no sales during the nine month periods ended September 30, 2012 and 2011. For the nine months ended September 30, 2012 and 2011, we incurred operating expenses of approximately $29,000 and $298,000, respectively, a decrease of approximately $270,000. This decrease is primarily attributable to a decrease of approximately $250,000 in consulting expense – related party and a $21,000 decrease in professional fees. For the nine months ended September 30, 2012, net loss decreased approximately $270,000 to $29,000 from $298,000. This decrease in net loss is primarily attributable to the decrease of approximately $250,000 in consulting expense – related party and a $21,000 decrease in professional fees.
8
Liquidity and Capital Requirements
We have no cash or cash equivalents on hand. If additional funds are required, such funds may be provided by our parent company or we may raise funds from third parties, either in the form of debt or equity. During the nine month period ended September 30, 2012, SAFE paid our expenses of $29,491 (consisting of outside professional and other fees for services rendered on behalf of the Company). These payments by SAFE were treated as a contribution by SAFE to our capital.
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.
9
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. [Removed and Reserved]
Item 5. Other Information
Item 6. Exhibits
(a) Exhibits
Identification of Exhibit
3.1
Articles of Incorporation(1)
3.2
Bylaws(1)
4.1
Common Stock Purchase Warrant issued to Safe Communications, Inc. (2)
10.2
Common Stock Purchase Agreement dated as of May 27, 2011, by and between the Company, Safe Communications, Inc. and certain shareholders of the Company (3)
10.3
Principal Shareholders Agreement, dated as of May 27, 2011, by and between the Company and certain shareholders of the Company (4)
31
Certification of Principal Executive and Principal Financial Officer as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002*
32
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 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 July 2, 2011 and incorporated herein by reference.
(4)
Filed as an Exhibit 10.2 to our Current Report on Form 8-K Filed on July 2, 2011 and incorporated herein by reference.
*Filed herewith
** Furnished, not filed
10
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: | November 14, 2012 |
| By: | /s/John P. Venners |
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| John P. Venners, President and Director (Principal executive and financial officer) |
11
