Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 15, 2014 | |
Document and Entity Information: | ' | ' |
Entity Registrant Name | 'NORTHSIGHT CAPITAL, INC. | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-14 | ' |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001439397 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 103,269,196 |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
CONDENSED_BALANCE_SHEETS_Unaud
CONDENSED BALANCE SHEETS (Unaudited) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
ASSETS | ' | ' |
Cash | $816,623 | $0 |
Prepaid expenses | 53,500 | 0 |
Total Current Assets | 870,123 | 0 |
Property and equipment, net of $-661- depreciation | 8,374 | 0 |
Web Development Costs, net of $-0- amortization | 238,828 | 0 |
Domain Registrations, net of $-0- amortization | 211,438 | 0 |
Total Assets | 1,328,763 | 0 |
Accounts payable and accrued expenses | 26,975 | 61,730 |
Accounts payable and accrued expenses - related party | 92,726 | 0 |
Total Current Liabilities | 119,701 | 61,730 |
Commitments and Contingencies | ' | ' |
Preferred stock - 10,000,000 shares authorized having a par value of $.001 per share; 0 shares issued and outstanding at September 30, 2014 and December 31, 2013 , respectively | 0 | 0 |
Common stock - 200,000,000 shares authorized having a par value of $.001 per share; 103,019,196 and 12,500,000 shares issued and outstanding as of September 30, 2014 and December 31, 2013, respectively | 103,019 | 12,500 |
Subscription receivable | 0 | -50,000 |
Additional paid-in capital | 9,413,000 | 717,419 |
Accumulated deficit during the development stage | -8,306,957 | -741,649 |
Total Stockholders' Equity (Deficit) | 1,209,062 | -61,730 |
Total Liabilities and Stockholders' Equity (Deficit) | $1,328,763 | $0 |
BALANCE_SHEETS_PARENTHETICALS_
BALANCE SHEETS PARENTHETICALS (Unaudited) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Parentheticals | ' | ' |
Preferred Stock, par value | $0.00 | $0.00 |
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 |
Common Stock, par value | $0.00 | $0.00 |
Common Stock, shares authorized | 200,000,000 | 200,000,000 |
Common Stock, shares issued | 103,019,196 | 12,500,000 |
Common Stock, shares outstanding | 103,019,196 | 12,500,000 |
Net Depreciation of property and plant | $661 | $0 |
Net amortization of web development cost | 0 | 0 |
Net amortization of Domain Registration | $0 | $0 |
CONDENSED_STATEMENTS_OF_OPERAT
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | 76 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | |
Revenues: | ' | ' | ' | ' | ' |
Revenues | $0 | $0 | $0 | $0 | $0 |
General administrative | 545,467 | 269 | 682,124 | 1,948 | 748,126 |
Settlement Expense | 0 | 0 | 932,500 | 0 | 932,500 |
Business plan development - related party | 0 | 0 | 0 | 0 | 10,000 |
Consulting expense - related party | 4,637,500 | 0 | 464,700 | 0 | 5,027,350 |
Executive compensation | 1,040,500 | 0 | 1,046,500 | 0 | 1,051,600 |
Professional fees | 125,837 | 8,086 | 220,172 | 27,910 | 469,776 |
Rent - related party | 13,500 | 0 | 20,500 | 0 | 58,700 |
Research and development - related party | 0 | 0 | 0 | 0 | 10,850 |
Travel | 9,025 | 0 | 16,441 | 0 | 27,553 |
Total operating expenses | 6,371,829 | 8,355 | 7,565,237 | 29,858 | 8,336,455 |
Loss from operations | -6,371,829 | -8,355 | -7,565,237 | -29,858 | -8,336,455 |
Interest expense | 2,671 | 0 | -71 | 0 | -2,770 |
Forgiveness of debt | 0 | 0 | 0 | 0 | 32,268 |
Total Other Income (Expense) | 2,671 | 0 | -71 | 0 | 29,498 |
Net Loss | ($6,369,158) | ($8,355) | ($7,565,308) | ($29,858) | ($8,306,957) |
Outstanding - Basic and Diluted | 99,308,727 | 12,500,000 | 52,449,487 | 12,500,000 | 0 |
Loss per Common Share - Basic and Diluted | ($0.06) | ($0.01) | ($0.14) | ($0.01) | $0 |
CONDENSED_STATEMENTS_OF_CASH_F
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 9 Months Ended | 76 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | |
Cash Flows From Operating Activities | ' | ' | ' |
Net loss | ($7,565,308) | ($29,858) | ($8,306,957) |
Depreciation of property and equipment | 661 | 0 | 661 |
Gain on forgiveness of debt | 0 | 0 | -32,268 |
Stock issued for release | 932,500 | 0 | 932,500 |
Shares issued for executive compensation | 980,000 | 0 | 980,000 |
Stock issued for consulting | 4,599,000 | 0 | 4,599,000 |
Stock issued for contract labor | 219,000 | 0 | 219,000 |
Shares issued for services | 0 | 0 | 10,000 |
Corporate expenses paid by shareholders | 71 | 27,096 | 97,881 |
Warrants issued for payment of services | 0 | 0 | 10,900 |
Prepaid expenses | -53,500 | 2,363 | -53,500 |
Accounts payable and accrued expenses | 15,245 | 399 | 109,243 |
Accounts payable - related party | 67,726 | 0 | 158,153 |
Interest payable - related party | 0 | 0 | 2,699 |
Net Cash Used In Operating Activities | -804,605 | 0 | -1,272,688 |
Purchase of property and equipment | -9,035 | 0 | -9,035 |
Purchase of web development costs | -238,828 | 0 | -238,828 |
Purchase of domain registrations | -180,159 | 0 | -180,159 |
Net Cash Used In Investing Activities | -428,022 | 0 | -428,022 |
Proceeds from sale of common stock, net of offering costs | 2,224,750 | 0 | 2,560,750 |
Proceeds from donated capital | 0 | 0 | 121,994 |
Proceeds from notes payable | 0 | 0 | 65,000 |
Payments on notes payable | 0 | 0 | -55,000 |
Payments for stock repurchase (see Note 8) | -75,500 | 0 | -75,500 |
Proceeds from notes payable - related party | 0 | 0 | 29,340 |
Payments to notes payable - related party | -100,000 | 0 | -129,251 |
Net Cash Provided by Financing Activities | 2,049,250 | 0 | 2,517,333 |
Net Increase In Cash | 816,623 | 0 | 816,623 |
Cash, Beginning of Period | 0 | 0 | 0 |
Cash, End of Period | 816,623 | 0 | 816,623 |
Cash paid for interest | 0 | 0 | 0 |
Cash paid for income taxes | 0 | 0 | 0 |
Issuance of common stock for domain names | 31,279 | 0 | 31,279 |
Issuance of note payable for domain names | 100,000 | 0 | 100,000 |
Cancellation of shares returned to company | 1,676 | 0 | 1,676 |
Finder's fees settled with stock | 91,450 | 0 | 91,450 |
Subscriptions receivable - related party | 50,000 | 0 | 50,000 |
Conversion of debt to equity | 0 | 0 | 26,681 |
Forgiveness of debt by principal owner credited to additional paid-in capital | 0 | 0 | 93,215 |
Subscription receivable from parent company | $0 | $0 | $50,000 |
ORGANIZATION_AND_BASIS_OF_PRES
ORGANIZATION AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2014 | |
ORGANIZATION AND BASIS OF PRESENTATION | ' |
ORGANIZATION AND BASIS OF PRESENTATION | ' |
NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION | |
Northsight Capital Inc. (“Northsight” or “the Company”) is a development stage company incorporated in the State of Nevada on May 21, 2008. In May, 2011, Safe Communications, Inc. (n/k/a Kuboo, Inc.) acquired 80% of the Company’s issued and outstanding common stock, and, as a result, became its parent company. On June 25, 2014, the Company completed the acquisition of approximately 7500 cannabis related Internet domain names, in exchange for which the Company issued 78.5 million shares of its common stock and a promissory note in the principal amount of $500,000. As a result of this transaction, the seller of the domain names became an 81% stockholder of the Company. Kuboo, Inc. continues to be a significant stockholder of the Company. John Bluher, a director of Kuboo, Inc., is our Chief Executive Officer (“CEO”) and member of our board of directors. John Venners, a director of Kuboo, Inc., and also sits on our board of directors. See Note 10 - Related Party Transactions. | |
The Company’s principal business is to provide a wide variety of online directories for a broad range of businesses engaged in the lawful sale and distribution of cannabis and hemp related products. The following constitute the Company’s major product categories: a monthly listing in one or more of the Company’s online directories, paid advertising in one or more of the Company’s online directories and leasing to customers one or more Internet domain names for the customer’s exclusive use. | |
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 and nine month periods ended September 30, 2014, are not necessarily indicative of the operating results for the full year. |
Liquidity_and_Going_Concern
Liquidity and Going Concern | 9 Months Ended |
Sep. 30, 2014 | |
Liquidity and Going Concern | ' |
Liquidity and Going Concern | ' |
NOTE 2 – LIQUIDITY/GOING CONCERN | |
The Company is a development stage enterprise and has accumulated losses of $8,306,957 and has had negative cash flows from operating activities of $1,272,688 since inception (May 2008). 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. During the nine months ended September 30, 2014 the Company raised approximately $2.2 million in capital through the sale of its common stock and exercise of warrants. The Company has cash available for the payment of less than two months of operating expenses. Management plans to (i) raise additional capital as soon as possible, to fund continued operations of the Company and (ii) eventually to generate profits from operations. | |
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 will 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. | |
RECENT_ACCOUNTING_PRONOUNCEMEN
RECENT ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Sep. 30, 2014 | |
RECENT ACCOUNTING PRONOUNCEMENTS | ' |
RECENT ACCOUNTING PRONOUNCEMENTS | ' |
NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS | |
On June 10, 2014, the Financial Accounting Standards Board (FASB) issued a new accounting standard that reduces some of the disclosure and reporting requirements for development stage entities. The change will be effective for interim and annual reporting periods beginning after December 15, 2014. As of such date, among other things, development stage entities will no longer be required to report inception-to-date information. |
WEB_DEVELOPMENT_COSTS_AND_DOMA
WEB DEVELOPMENT COSTS AND DOMAIN NAMES ASSETS | 9 Months Ended |
Sep. 30, 2014 | |
WEB DEVELOPMENT COSTS AND DOMAIN NAMES ASSETS | ' |
WEB DEVELOPMENT COSTS AND DOMAIN NAMES ASSETS | ' |
NOTE 4 – WEB DEVELOPMENT COSTS AND DOMAIN NAMES ASSETS | |
In accordance with ASC 350.50, during the nine months ended September 30, 2014, the Company capitalized $238,828 towards the development of a website on which third parties can advertise the sale and distribution of cannabis related products and services: an online “yellow pages.” The Company also capitalized $211,438 incurred in connection with the purchase of rights for certain internet domain names, during the nine months ended September 30, 2014. The Company does not intend to engage in the sale or distribution of marijuana or related products. The Company recorded website development expenses of $79,980 which is included in general and administrative expenses during the nine months ended September 30, 2014. | |
The Company amortizes these assets over their related useful lives (approximately 1 to 5 years), using a straight-line basis. Assets are reviewed for impairment whenever events or changes in circumstances exist that indicate the carrying amount of an asset may not be recoverable, or at least annually. Measurement of the amount of impairment, if any, is based upon the difference between the asset's carrying value and estimated fair value. Fair value is determined through various valuation techniques, including market and income approaches as considered necessary. The assets were put into service on September 30, 2014 and amortization will begin on October 1, 2014. Therefore, the Company has recorded no amortization during the nine months ended September 30, 2014. |
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Property and equipment consisted of the following | ' | ||||||||
PROPERTY AND EQUIPMENT | ' | ||||||||
NOTE 5 – PROPERTY AND EQUIPMENT | |||||||||
Property and equipment consisted of the following at September 30, 2014 and December 31, 2013: | |||||||||
As of September 30, 2014 | As of December 31, 2013 | Estimated Useful Life | |||||||
Furniture and equipment | 9,035 | - | 3 years | ||||||
Total | 9,035 | - | |||||||
Less: Accumulated depreciation | -661 | - | |||||||
$ | 8,374 | $ | - | ||||||
The Company records depreciation expense on a straight-line basis over the estimated life of the related asset (approximately 3 years). The company recorded depreciation expense of $661 during the nine months ended September 30, 2014. |
ACCOUNTS_PAYABLE_AND_ACCRUED_E
ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY | 9 Months Ended |
Sep. 30, 2014 | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY | ' |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY | ' |
NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY | |
At September 30, 2014, related party accounts payable and accrued expenses consisted of $48,726 of accrued rent, consulting fees and contract labor due to Kuboo, Inc., a significant shareholder and related party, 100,000 shares of common stock valued at $25,000 ($0.25 per share) due as a finder’s fee to John Bluher (our CEO) and $19,000 due to Kae Park (our majority shareholder) for consulting fees. |
NOTES_PAYABLE_RELATED_PARTY
NOTES PAYABLE RELATED PARTY | 9 Months Ended |
Sep. 30, 2014 | |
NOTES PAYABLE RELATED PARTY | ' |
NOTES PAYABLE RELATED PARTY | ' |
NOTE 7 – NOTES PAYABLE RELATED PARTY | |
On June 23, 2014, the Company issued a $500,000 promissory note in conjunction with the purchase of approximately 7,500 cannabis-related internet domain names. The note originally bears interest at the rate of 3.25% per annum and the first $100,000 of which was payable as follows: upon the Company’s receipt of an aggregate of $1,000,000 in funding (whether debt or equity), $100,000 was payable to the note holder. The remaining $400,000 is payable 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. Since the $400,000 represents a contingency, such amount has not been recorded as debt (see Note 11 - Commitments and Contingencies). | |
On July 25, 2014, the Company amended and restated its promissory note in the principal amount of $500,000 owing to Kae Yong Park (the Company’s majority shareholder) to provide that it would make the first $100,000 installment payment due under the Note on July 25, 2014 (earlier than required), in exchange for which Kae Yong Park agreed to waive all interest due over the term of the note. Thereafter, Kae Yong Park waived the requirement that the Company pay the $100,000 due under the Amended and Restated Note until August 25, 2014, at which time it was paid. The Company has recaptured all previously recorded interest expense related to the note in the current quarter. | |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2014 | |
EQUITY | ' |
EQUITY | ' |
NOTE 8 - EQUITY | |
On July 21, 2014, the Company amended its Certificate of Incorporation to increase the number of its authorized shares from 100,000,000 to 200,000,000. The Company also eliminated its authorized preferred shares. | |
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 private placement costs 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. | |
During the three months ended June 30, 2014, the Company sold 400,000 shares of its common stock for $100,000 in gross cash proceeds. The Company incurred a finder’s fee of $5,500, which the company has satisfied through the issuance of 22,000 shares of common stock. During this time period, Company also 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. | |
Effective, April 9, 2014, certain shareholders of the Company surrendered to the Company for cancellation 1,675,604 shares of the Company’s common stock in accordance with the April 2014 Agreement described in the Company’s Current Report on Form 8-K filed with the Commission April 15, 2014. | |
On April 14, 2014, the Company issued an aggregate of 3,730,000 restricted shares of its common stock to the shareholders of NCAP Security Systems, Inc. (other than Kuboo, Inc., its parent company), in cancellation of 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. The Company recorded non-cash settlement expense of $932,500 in connection with this transaction. | |
In May 2014, the Company entered into an asset purchase agreement to acquire approximately 7,500 cannabis-related internet domain names in exchange for 78.5 million shares of the Company’s restricted common stock and other considerations (see Note 10 – Related Party Transactions). | |
During the three months ended September 30, 2014, the Company sold 5,458,000 shares of its common stock for $1,364,500 in gross cash proceeds. The Company incurred a finder’s fees of $114,000, which the company has satisfied as follows: $27,500 in cash, $61,500 through the issuance of 186,000 shares of common stock, with remaining $25,000 included on the balance sheet under accounts payable and accrued liabilities - related party pending the issuance of 100,000 shares. During this time period, the Company also received $105,000 from the exercise of outstanding warrants to purchase 525,000 shares of common stock, at an exercise price of $.20 per share. | |
In connection with the sale of 3,250,000 shares of common stock at $0.25 per share for gross proceeds of 812,500 and the exercise of 525,000 warrants with an exercise price of $0.20 per share for gross proceeds of $105,000, as a further inducement to the purchasers, the Company entered into an agreement as of September 25, 2014 with Kae Yong Park, the Company’s controlling shareholder, pursuant to which Ms. Park agreed, in exchange for payment from the Company of $75,500 (or $0.02 per share), to transfer to each purchaser of the Company’s securities that number of shares of common stock equal to the number of shares the purchaser purchased directly from the Company. The purchasers did not pay Ms. Park any consideration for these transfers. Consequently, in connection with the Company’s sale of an aggregate 3,775,000 shares of common stock, Ms. Park transferred an aggregate of 3,775,000 shares of common stock to the purchasers in the offerings. The company has accounted for this transaction as a purchase of treasury stock followed by the immediate reissuance of the acquired shares for no consideration. | |
On August 15, 2014, the Company acquired 200,000 shares of its common stock for $50,000 (the original purchase price) from an investor who originally purchased 400,000 shares of common stock on July 21, 2014. The Company has canceled the shares and returned them to the status of authorized but unissued shares. | |
In August 2014, the Company issued an aggregate of 400,000 shares of common stock valued at $980,000 to its Chief Executive Officer, John Bluher, pursuant to his employment letter, of which 150,000 shares were a signing bonus and 250,000 were earned in accordance with his agreement. | |
In September 2014, Kae Yong Park, the Company’s majority shareholder gifted an aggregate of 2,200,000 shares of common stock to certain persons who are employees or otherwise related to the Company. The shares gifted were as follows: 2,000,000 shares to John Venners, one of our directors who is also the President and CEO of Kuboo, Inc, (one of our significant shareholders), 100,000 shares to John Gorman, one of our employees and a former director, and 100,000 shares to Lauren Barth, an employee of the Kuboo, Inc. who provides contract labor to the Company through Kuboo, Inc. The Company recognized expense of $4,599,000 and $219,000 ($2.19 per share) for the fair market value of these shares as (i) related party consulting expense and (ii) general contract labor, respectively. | |
WARRANTS
WARRANTS | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
WARRANTS: | ' | |||||||
WARRANTS | ' | |||||||
NOTE 9 – WARRANTS | ||||||||
At September 30, 2014, all pre-existing warrants outstanding have expired. These warrants had a term of three years and were issued in connection with the payment of certain Company expenses by Kuboo during the quarter ended September 30, 2011 and were subsequently transferred to certain investors. | ||||||||
On September 9, 2014, the company granted 400,000 warrants with an exercise price of $0.20 to an investor. These warrants were immediately exercised upon receipt. | ||||||||
A summary of the status of the Company’s outstanding stock warrants as of September 30, 2014 and changes during the nine month period then ended is presented below: | ||||||||
Warrants | Weighted Average Exercise Price | Weighted Remaining Contractual Life | ||||||
Outstanding, December 31, 2013 | 1,225,000 | $ | 0.2 | 0.75 | ||||
Granted | 400,000 | 0.2 | 0.05 | |||||
Expired/Cancelled | -650,000 | 0.2 | - | |||||
Exercised | -975,000 | 0.2 | - | |||||
Outstanding, September 30, 2014 | - | $ | - | - | ||||
Exercisable, September 30, 2014 | - | $ | - | - | ||||
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2014 | |
RELATED PARTY TRANSACTIONS | ' |
RELATED PARTY TRANSACTIONS | ' |
NOTE 10 – RELATED PARTY TRANSACTIONS | |
Effective May 2, 2014, the Company entered into an asset purchase agreement with Kae Park (the “Seller”), who became a related party upon the closing of the acquisition, which occurred on June 23, 2014. | |
Under this agreement, the Company agreed to acquire approximately 7,500 cannabis related Internet domain names, in exchange for which, the Company: | |
(a) | |
Issued to the Seller on the closing date 78.5 million shares of the Company’s restricted common stock which represented approximately 81% of the Company’s issued and outstanding common stock upon the closing; | |
(b) | |
Issued to the Seller a promissory note in the principal amount of $500,000. The note originally bore interest at the rate of 3.25% per annum and was payable as follows: upon the Company’s receipt of an aggregate of $1,000,000 in funding (whether debt or equity), $100,000 was to be paid, and the Company was required to 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) | |
Is obligated to pay a monthly royalty to the Seller equal to the product of (i) six percent (6%) and (ii) the excess of the Company’s gross monthly revenue over $150,000 (“Royalty Payment”). The Royalty Payment is payable for a period of thirty six months from and after the first month in which the Company has gross revenues in excess of $150,000. | |
On July 25, 2014, the Company amended and restated the promissory note to provide that it would make the first $100,000 installment payment due under the Note on July 25, 2014 (earlier than required), in exchange for which Kae Yong Park agreed to waive all interest due over the term of the note. Thereafter, Kae Yong Park waived the requirement that the Company pay the $100,000 due under the Amended and Restated Note, until August 25, 2014, at which point such $100,000 was paid. | |
In addition, the Seller is required to provide such consulting services as the Company may require during the twelve month period following the closing of the acquisition. In consideration for these services, the Company is required to pay the Seller $9,500 per month, for a period of twelve months, commencing on the closing date and, on the first of each month thereafter. | |
The Company is headquartered in Scottsdale, Arizona where it rents space from Kuboo, Inc., its former parent company and a significant shareholder. Currently, the Company is renting approximately 1500 square feet of space on a month-to-month basis. The monthly rent for this facility is $4,500. This is an arrangement under which the landlord pays taxes, utilities and maintenance and repairs. The monthly rent also includes internet, and a shared conference room and employee lounge area. | |
In connection with certain capital raises, as a further inducement to the purchasers, the Company entered into an agreement as of September 25, 2014 with Kae Yong Park, pursuant to which Ms. Park agreed, in exchange for payment from the Company of $75,500 (or $0.02 per share), to transfer to each purchaser of the Company’s securities that number of shares of common stock equal to the number of shares the purchaser purchased directly from the Company. The purchasers did not pay Ms. Park any additional consideration for these transfers. Consequently, in connection with the Company’s sale of an aggregate 3,775,000 shares of common stock, Ms. Park transferred an aggregate of 3,775,000 shares of common stock to the purchasers in the offerings. | |
During the nine months ended September 30, 2014, the Company paid an aggregate of $166,350 to the spouse of the Company’s controlling shareholder, Kae Yong Park, in consideration for the purchase of cannabis related internet domain names and related services rendered. | |
The Company also paid a cash finder’s fee of $25,000 and accrued a finder’s fee or $25,000 payable in 100,000 shares of the Company’s common stock to its CEO, John Bluher, for services rendered in conjunction with its capital raise. | |
During the three and nine months ended September 30, 2014, the Company paid a total of $121,000 and $124,500, respectively to Kuboo, Inc. as payment for rent as well as its portion of salaries/consulting fees related to its use of certain Kuboo employees and consultants, one of whom is John Venners, a director, and one of whom is Howard Baer, the spouse of our controlling shareholder. Payments made to Kuboo, Inc. during the three months ended September 30, 2014 included reimbursements to Kuboo, Inc. for consulting services rendered by Howard Baer, the spouse of the Company’s majority shareholder of $15,000 and John Venners, one of the Company’s directors of $10,000. During these same time periods the Company recognized rent expense of 13,500 and 20,500 and salary and consulting expenses of 95,500 and 105,500, respectively. At September 30, 2014, the Company had a payable to Kuboo, Inc. of $48,726 for rent, consulting fees and contract labor. | |
On September 16, 2014, the Company paid $10,000 to Energy Plus, LLC, a company owned by John Venners, one of the Company’s directors, for consulting services rendered during July and August 2014. | |
On September 3, 2014, the Company’s controlling shareholder, Kae Yong Park, gifted an aggregate 2,100,000 shares to two related parties of the Company as follows: 2,000,000 shares to John Venners, one of the Company’s directors and the President and CEO of Kuboo, Inc (a significant shareholder) and 100,000 shares to John Gorman, an employee and former director of the Company. The Company recorded a non-cash expense of $4,599,000 ($2.19 per share) for the fair value of the shares given which is included in consulting expense – related party on the condensed statement of operations. | |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2014 | |
COMMITMENTS AND CONTINGENCIES | ' |
COMMITMENTS AND CONTINGENCIES | ' |
NOTE 11 – COMMITMENTS AND CONTINGENCIES | |
In May 2014, The Company entered into an asset purchase agreement pursuant to which it agreed to pay the seller $9,500 per month for a period of 12 months, for consulting services to be provided. This agreement also requires the Company to pay a monthly royalty equal to six percent of gross monthly revenues over $150,000. The royalty payment is 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 (see Note 10 - Related Party Transactions). | |
On June 23, 2014, the Company issued a $500,000 promissory note in conjunction with the purchase of approximately 7,500 cannabis-related internet domain names. The original note bore interest at the rate of 3.25% per annum and was payable as follows: upon the Company’s receipt of an aggregate of $1,000,000 in funding (whether debt or equity), $100,000 was required to be paid. The remaining $400,000 is payable 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. Since the $400,000 represents a contingency, such amount has not been recorded as debt. | |
On July 25, 2014, the Company amended and restated its promissory note in the principal amount of $500,000 owing to Kae Yong Park (the Company’s majority shareholder) to provide that it would make the first $100,000 installment payment due under the Note on July 25, 2014 (earlier than required), in exchange for which Kae Yong Park agreed to waive all interest due over the term of the note. Thereafter, Kae Yong Park waived the requirement that the Company pay the $100,000 due under the Amended and Restated Note until August 25, 2014, at which time it was paid. | |
On August 13, 2014, John Bluher became CEO of the Company. His agreement with the Company calls for a base salary of $25,000 per month, a non-accountable monthly expense allowance of $3,500, the issuance of 400,000 shares of Company common stock upon becoming CEO, and the issuance of an additional 750,000 shares of common stock in three equal installments of 250,000 each on October 1, 2014, January 1, 2015 and April 1 2015 (see Exhibit 10.6) | |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events: | ' |
Subsequent Events | ' |
NOTE 12 – SUBSEQUENT EVENTS | |
In October and November 2014 the Company made payments totaling $90,500 and $30,000, respectively, to Kuboo, Inc. for reimbursement of accrued expenses, comprised of rent, consulting fees and contract labor. | |
On November 19, 2014, the Company and HR Baer Consulting, LLC, a company owned by the spouse of the Company’s majority shareholder, terminated their agreement dated May 30, 2014, effective as of September 1, 2014. The Company’s reimbursement payments to Kuboo, Inc. for consulting services and contract labor included reimbursements of $15,000 and $16,000 for September and October 2014, respectively, for marketing services rendered by Mr. Baer through Kuboo, Inc. | |
Property_and_equipment_consist
Property and equipment consisted of the following(TABLE) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Property and equipment consisted of the following | ' | ||||||||
Property and equipment consisted of the following | ' | ||||||||
Property and equipment consisted of the following at September 30, 2014 and December 31, 2013: | |||||||||
As of September 30, 2014 | As of December 31, 2013 | Estimated Useful Life | |||||||
Furniture and equipment | 9,035 | - | 3 years | ||||||
Total | 9,035 | - | |||||||
Less: Accumulated depreciation | -661 | - | |||||||
$ | 8,374 | $ | - | ||||||
Companys_outstanding_stock_war
Company's outstanding stock warrants(TABLE) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Company's outstanding stock warrants | ' | |||||||
Company's outstanding stock warrants | ' | |||||||
A summary of the status of the Company’s outstanding stock warrants as of September 30, 2014 and changes during the nine month period then ended is presented below: | ||||||||
Warrants | Weighted Average Exercise Price | Weighted Remaining Contractual Life | ||||||
Outstanding, December 31, 2013 | 1,225,000 | $ | 0.2 | 0.75 | ||||
Granted | 400,000 | 0.2 | 0.05 | |||||
Expired/Cancelled | -650,000 | 0.2 | - | |||||
Exercised | -975,000 | 0.2 | - | |||||
Outstanding, September 30, 2014 | - | $ | - | - | ||||
Exercisable, September 30, 2014 | - | $ | - | - |
ORGANIZATION_AND_BASIS_OF_PRES1
ORGANIZATION AND BASIS OF PRESENTATION (Details) (USD $) | Jun. 25, 2014 | 31-May-11 |
Northsight Capital Inc details | ' | ' |
Safe Communications, Inc acquired company issued and outstanding common stock | ' | 80.00% |
Company completed the acquisition of approximately cannabis related Internet domain names | 7,500 | ' |
Cannabis related Internet domain names, in exchange for which the Company issued shares of common stock | $78,500,000 | ' |
Company issued a promissory note in the principal amount | $500,000 | ' |
The seller of the domain names became an stockholder of the Company | 81.00% | ' |
LIQUIDITYGOING_CONCERN_Details
LIQUIDITY/GOING CONCERN (Details) (USD $) | 22-May-08 |
Going concern details | ' |
The Company is a development stage enterprise and has accumulated losses | $8,306,957 |
Company had negative cash flows from operating activities | 1,272,688 |
The Company recently raised capital through the sale of its common stock and exercise of warrants in millions | $22,000,000 |
WEB_DEVELOPMENT_COSTS_Details
WEB DEVELOPMENT COSTS (Details) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
WEB DEVELOPMENT COSTS Details | ' |
Company capitalized towards the development of a website | $238,828 |
The Company also capitalized towards the purchase of rights for internet domain names | 211,438 |
The Company recorded website development expenses | $79,480 |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Furniture and equipment details | ' | ' |
Furniture and equipment | $9,035 | ' |
Total furniture and equipment net | 9,035 | ' |
Less: Accumulated depreciation | -661 | ' |
Net total of Furniture and euqipment | $8,374 | ' |
Estimated useful life in years | 3 | 3 |
Depreciation_Details
Depreciation (Details) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Depreciation Expenses of property expenses | ' |
The company recorded depreciation expense | $661 |
NOTES_PAYABLE_RELATED_PARTY_De
NOTES PAYABLE RELATED PARTY (Details) (USD $) | Jun. 23, 2014 |
Notes payable related Party details | ' |
Company issued a promissory note | $500,000 |
The note bears interest at the rate per annum | 3.25% |
Company's receipt of an aggregate in funding | 100,000 |
Company paid to the note holder | 100,000 |
Remaining debt is payable in thirty six equal monthly installment | 400,000 |
Company realizes at least in gross revenue | 150,000 |
Contingency amount of the company | $400,000 |
Kae_Yong_Park_Details
Kae Yong Park (Details) (USD $) | Jul. 25, 2014 |
Kae Yong Park share holder details | ' |
Company amended and restated its promissory note in the principal amount owing to Kae Yong Park | $500,000 |
First installament payment due | 100,000 |
Kae Yong Park agreed to waive all interest due over the term of the note. Thereafter, Kae Yong Park waived the requirement that the Company pay the due | $100,000 |
Related_party_Accounts_payable
Related party - Accounts payable and Accured Expenses (Details) (USD $) | Sep. 30, 2014 |
Related party - Accounts payable and Accured Expenses Details | ' |
Related party accounts payable and accrued expenses consisted of accured rent | $48,726 |
100,000 shares of common stock valued at (per share 0.25) | 25,000 |
Finder's fee to John Bluher due to Kae Park (our majority shareholder) for consulting fees. | $19,000 |
EQUITY_Details
EQUITY (Details) (USD $) | 3 Months Ended | ||
Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | |
Share Details | ' | ' | ' |
Company sold shares of common stock | 5,458,000 | 400,000 | 2,426,000 |
Cash proceeds of common stock | $1,364,500 | $100,000 | $592,750 |
Company incurred finders fee | 114,000 | 5,500 | 24,450 |
Company 's net of private placement costs | 0 | 0 | 13,750 |
Company has satisfied through the issuance of shares common stock | 27,500 | 22,000 | 97,800 |
Company also received from the exercise of outstanding Warrants | 105,000 | 90,000 | 0 |
Outstanding Warrants to purchase shares of common stock at an Exercise price of 0.20 per share | 525,000 | 450,000 | 0 |
Value of the Shares which are issued | 61,500 | 0 | 0 |
Company issued no of shares of common stock | 186,000 | 0 | 0 |
Remaining balance included in accounts payable and accured liablilities | $25,000 | $0 | $0 |
Cancellation_and_Other_share_D
Cancellation and Other share (Details) (USD $) | 31-May-14 | Apr. 14, 2014 | Apr. 09, 2014 |
Cancellation and Other share Details | ' | ' | ' |
Shareholders of the Company surrendered to the Company for cancellation of shares | ' | ' | 1,675,604 |
Company issued an aggregate of restricted shares of its common stock to the shareholders of NCAP Security Systems | ' | 3,730,000 | ' |
The Company recorded settlement expense | ' | $932,500 | ' |
Company entered into an asset purchase agreement to acquire cannabis-related internet domain names. | 7,500 | ' | ' |
Cannabis-related internet domain names in exchange for million shares of the Company's restricted common stock and other considerations | 78,500,000 | ' | ' |
Companys_share_Details
Company's share (Details) (USD $) | Sep. 25, 2014 | Aug. 31, 2014 | Aug. 15, 2014 |
Share details from August to september | ' | ' | ' |
Ms. Park agreed, in exchange for payment from the Company | $75,500 | ' | ' |
Company's sale of an aggregate shares of common stock | 3,775,000 | ' | ' |
Company acquired shares of its common stock | ' | 400,000 | 200,000 |
Company acquired 200,000 shares of its common stock value from an investor | ' | ' | 50,000 |
Originally Purchased shares of common stock | ' | 150,000 | 400,000 |
Chief Executive Officer, John Bluher common stock valued at | ' | 980,000 | ' |
Bonus shares Earned were | ' | 250,000 | ' |
Company's majority shareholder gifted an aggregate of shares common stock | 2,200,000 | ' | ' |
Shares gifted to John Venners (CEO) | 2,000,000 | ' | ' |
Shares gifted to John Gorman (Share holder) | 100,000 | ' | ' |
Shares gifted to Lauren Barth (Employee) | 100,000 | ' | ' |
Company recognized expense of | 4,599,000 | ' | ' |
Related party consulting expense | $219,000 | ' | ' |
Outstanding_stock_warrants_Det
Outstanding stock warrants (Details) | Warrants | Weighted Average Exercise price | Weighted Remaining Contractual life |
Outstanding Balance at Dec. 31, 2013 | 1,225,000 | 0.2 | 0.75 |
Granted | 0 | 0.2 | 0.5 |
Expired /Cancelled | 0 | 0.2 | 0 |
Exercised | -450,000 | 0.2 | 0 |
Outstanding Balance at Sep. 30, 2014 | 775,000 | 0 | 0 |
Exercisable , at Sep. 30, 2014 | 775,000 | 0 | 0 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details) (USD $) | Jun. 23, 2014 |
Related party transaction details | ' |
Issued to the Seller on the closing date million shares | 78.5 |
Issued to the Seller a promissory note in the principal amount | $500,000 |
The note bears interest | 3.25% |
Company's receipt of an aggregate | 1,000,000 |
Debt Equity paid amount | 100,000 |
Company shall pay the remaining balance amount | 400,000 |
Company realizes amount | $150,000 |
Company_payments_Details
Company payments (Details) (USD $) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2014 | Sep. 30, 2014 | |
Company payments Details | ' | ' |
Company paid an aggregate amount to Company's controlling shareholder | $0 | $166,350 |
Company also paid a cash finder's fee | 0 | 25,000 |
Company paid accrued a finder's fee | 0 | 25,000 |
Company paid a total amount to Kuboo, Inc | 121,000 | 124,500 |
Company recognized rent expense | 13,500 | 20,500 |
Company paid salary and consulting expenses | 95,500 | 105,500 |
Company had a payable to Kuboo, Inc for rent, consulting fees and contract labor. | $0 | $48,726 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | Aug. 13, 2014 | Jul. 25, 2014 | Jun. 23, 2014 | 31-May-14 |
COMMITMENTS AND CONTINGENCIES Details | ' | ' | ' | ' |
Co agree to pay seller as per agreement | ' | ' | ' | $9,500 |
Gross monthly revenue | ' | ' | ' | 150,000 |
Company gross revenues are in excess | ' | ' | ' | 150,000 |
Promissory note issued by the company | ' | ' | 500,000 | ' |
Promissory note interest | ' | ' | 3.25% | ' |
Company in receipt of amount | ' | ' | 1,000,000 | ' |
Euqity fund amount | ' | ' | 100,000 | ' |
Least gross revenue | ' | ' | 150,000 | ' |
In 36 months payable amount | ' | ' | 400,000 | ' |
Contigency amount of company | ' | ' | 400,000 | ' |
Company amended and restated its promissory note in the principal amount owing to Kae Yong | ' | 500,000 | ' | ' |
Installment payment due under the Note | ' | 100,000 | ' | ' |
John Bluher became CEO of the Company. His agreement with the Company calls for a base salary | 25,000 | ' | ' | ' |
Non-accountable monthly expense allowance | $3,500 | ' | ' | ' |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (USD $) | Nov. 30, 2014 | Oct. 31, 2014 |
SUBSEQUENT EVENTS Details | ' | ' |
Company made payments | $30,000 | $90,500 |
Consulting services and contract labor included reimbursements | $16,000 | $15,000 |