Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 19-May-15 | |
Document and Entity Information: | ||
Entity Registrant Name | NORTHSIGHT CAPITAL, INC. | |
Entity Trading Symbol | NCAP | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Entity Central Index Key | 1439397 | |
Current Fiscal Year End Date | -19 | |
Entity Common Stock, Shares Outstanding | 105,521,796 | |
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 | 2015 | |
Document Fiscal Period Focus | Q1 |
CONDENSED_BALANCE_SHEETS
CONDENSED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash | $1,185 | $20,690 |
Prepaid expenses | 31,500 | |
Total Current Assets | 1,185 | 52,190 |
Property and equipment, net of $2,507 and $1,471 depreciation | 9,930 | 10,966 |
Web Development Costs, net of $24,450 and $11,250 amortization | 314,712 | 327,912 |
Total Assets | 325,827 | 391,068 |
Current Liabilities | ||
Accounts payable and accrued expenses | 221,616 | 34,639 |
Accounts payable and accrued expenses - related party | 285,376 | 56,676 |
Total Current Liabilities | 506,992 | 91,315 |
Noncurrent Liabilities | ||
Notes payable - related party | 400,000 | 400,000 |
Total Liabilities | 906,992 | 491,315 |
Commitments and Contingencies | ||
Stockholders' Deficit | ||
Common stock - 200,000,000 shares authorized having a par value of $.001 per share; 105,021,796 and 104,019,196 shares issued and outstanding as of March 31, 2015 and December 31, 2014, respectively | 105,022 | 104,019 |
Additional paid-in capital | 10,956,719 | 10,536,221 |
Accumulated deficit | -11,642,906 | -10,740,487 |
Total Stockholders' Deficit | -581,165 | -100,247 |
Total Liabilities and Stockholders' Deficit | $325,827 | $391,068 |
BALANCE_SHEETS_PARENTHETICALS
BALANCE SHEETS PARENTHETICALS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Parentheticals | ||
Common Stock, par value | $0.00 | $0.00 |
Common Stock, shares authorized | 200,000,000 | 200,000,000 |
Common Stock, shares issued | 105,021,796 | 104,019,196 |
Common Stock, shares outstanding | 105,021,796 | 104,019,196 |
Net Depreciation of property and equipment | $2,507 | $1,471 |
Net amortization of web development cost | $24,450 | $11,250 |
CONDENSED_STATEMENTS_OF_OPERAT
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Revenues {1} | ||
Revenues | $2,102 | |
Operating Expenses: | ||
General administrative | 314,014 | 12,064 |
Consulting expense - related party | 102,000 | |
Executive compensation | 407,000 | |
Professional fees | 57,301 | 32,648 |
Rent - related party | 13,500 | |
Travel | 10,706 | |
Total operating expenses | 904,521 | 44,712 |
Loss from operations | -902,419 | -44,712 |
Other Income (Expense) | ||
Interest income (expense) | -71 | |
Net Loss | ($902,419) | ($44,783) |
Weighted Average Number of Common Shares Outstanding - Basic and Diluted | 104,760,276 | 12,977,489 |
Loss per Common Share - Basic and Diluted | ($0.01) | ($0.01) |
CONDENSED_STATEMENTS_OF_CASH_F
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Cash Flows From Operating Activities | ||
Net loss | ($902,419) | ($44,783) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation of property and equipment | 1,036 | |
Amortization of web development costs | 13,200 | |
Stock issued for executive compensation | 252,500 | |
Corporate expenses paid by shareholders | 71 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 31,500 | -1,145 |
Accounts payable and accrued expenses | 186,978 | 2,357 |
Accounts payable - related party | 75,700 | |
Net Cash Used In Operating Activities | -341,505 | -43,500 |
Cash Flows From Investing Activities | ||
Purchase of web development costs | -75,000 | |
Purchase of domain registrations | -81,000 | |
Net Cash Used In Investing Activities | -156,000 | |
Cash Flows From Financing Activities | ||
Proceeds from advances - related party | 193,000 | |
Payments on advances - related party | -40,000 | |
Proceeds from sale of common stock, net of offering costs | 169,000 | 592,750 |
Net Cash Provided by Financing Activities | 322,000 | 592,750 |
Net (Decrease) Increase In Cash | -19,505 | 393,250 |
Cash, Beginning of Period | 20,690 | |
Cash, End of Period | 1,185 | 393,250 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid for interest | 0 | |
Cash paid for income taxes | 0 | |
Non-Cash Activities | ||
Finder's fees settled with stock | $15,400 | $24,450 |
ORGANIZATION_AND_BASIS_OF_PRES
ORGANIZATION AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2015 | |
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 an early 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 9 - 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, 2014. The results of operations for the three month period ended March 31, 2015, are not necessarily indicative of the operating results for the full year. |
LIQUIDITY_AND_GOING_CONCERN
LIQUIDITY AND GOING CONCERN | 3 Months Ended |
Mar. 31, 2015 | |
Liquidity and Going Concern | |
Liquidity and Going Concern | NOTE 2 – LIQUIDITY/GOING CONCERN |
The Company is an early stage enterprise and has accumulated losses of $11,642,906 and has had consistent negative cash flows from operating activities 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 three months ended March 31, 2015 the Company raised approximately $169,000 in capital through the sale of shares of common stock. In addition to the stock sales, the Company has also been advanced a net proceeds of 150,000 during the Quarter ended March 31, 2015 from the Company’s majority shareholder Kae Yong Park, and her spouse Howard R. Baer. The Company does not currently have sufficient cash to fund operating expenses. Management plans to (i) raise additional capital as soon as possible, to fund continued operations of the Company and (ii) continue to grow revenues and income 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 | 3 Months Ended |
Mar. 31, 2015 | |
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. The Company early adopted this standard on December 31, 2014 |
WEB_DEVELOPMENT_COSTS_AND_DOMA
WEB DEVELOPMENT COSTS AND DOMAIN NAMES ASSETS | 3 Months Ended |
Mar. 31, 2015 | |
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 three months ended March 31, 2015 and the year ended December 31, 2014, the Company capitalized $0 and $339,162, respectively, towards the development of multiple websites on which third parties can advertise the sale and distribution of cannabis related products and services: an online “yellow pages.”. The Company does not intend to engage in the sale or distribution of marijuana or related products. During the three months ended March 31, 2015 the Company recorded website development expenses of $30,930 which is included in general and administrative expenses on the Company’s condensed statements of operations. | |
The Company amortizes these assets over their related useful lives (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. During the three months ended March 31, 2015 the Company recorded amortization expense of $13,200 related to websites previously launched. During the year ended December 31, 2014 the company fully impaired its capitalized domain registration assets. |
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
PROPERTY AND EQUIPMENT: | |||||||||
PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT | ||||||||
Property and equipment consisted of the following at March 31, 2015 and December 31, 2014: | |||||||||
As of | As of | Estimated Useful Life | |||||||
31-Mar-15 | 31-Dec-14 | ||||||||
Furniture and equipment | 12,437 | 12,437 | 3 years | ||||||
Total | 12,437 | 12,437 | |||||||
Less: Accumulated depreciation | -2,507 | -1,471 | |||||||
$ | 9,930 | $ | 10,966 | ||||||
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 $1,036 and $1,471 during the three months ended March 31, 2015 and year ended December 31, 2014, respectively. | |||||||||
ACCOUNTS_PAYABLE_AND_ACCRUED_E
ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY | |||||
ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY | NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY | ||||
At March 31, 2015, the Company had a balance in related party accounts payable and accrued expenses of $285,376 which consisted of the following: | |||||
Party Name: | Relationship: | Amount | |||
Kae Park | Majority shareholder | Consulting fees | 19,000 | ||
Kae Park | Majority shareholder | Advances | 96,000 | ||
Howard Baer | Spouse of majority shareholder | Advances | 64,000 | ||
Howard Baer | Spouse of majority shareholder | Consulting fees | 30,000 | ||
John Venners | Director, President and CEO of Kuboo, Inc. | Consulting fees | 26,500 | ||
John Venners | Director, President and CEO of Kuboo, Inc. | Advances | 3,000 | ||
Kuboo, Inc. | Former parent company, significant shareholder | Rent, contract labor | 46,876 | ||
$ | 285,376 |
NOTES_PAYABLE_RELATED_PARTY
NOTES PAYABLE RELATED PARTY | 3 Months Ended |
Mar. 31, 2015 | |
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 bore 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 (see Note 10 - 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 subsequently recaptured all previously recorded interest expense related to the note. | |
EQUITY
EQUITY | 3 Months Ended |
Mar. 31, 2015 | |
EQUITY | |
EQUITY | NOTE 8 - EQUITY |
During the three months ended March 31, 2015, the Company sold 691,000 shares of its common stock for an aggregate $169,000 in cash proceeds. The Company incurred a finder’s fee of $15,400, which the company has satisfied through the issuance of 61,600 shares of common stock. | |
In January 2015, the Company issued an 250,000 shares of common stock valued at $252,500 to its Chief Executive Officer, John Bluher, pursuant to his employment letter. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2015 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 9 – RELATED PARTY TRANSACTIONS |
On June 23, 2014, we completed the acquisition of approximately 7,500 cannabis related Internet domain names (“Acquisition”), in exchange for which, the Company issued to Kae Yong Park, the seller, (i) 78.5 million shares of our restricted common stock which represented approximately 81% of our then issued and outstanding common stock and (ii) a promissory note in the principal amount of $500,000 (“Note”). The note originally bore interest at the rate of 3.25% per annum. The Note was originally payable as follows: upon our receipt of an aggregate of $1,000,000 in funding (whether debt or equity), $100,000 was to be paid, and the remaining balance of $400,000 was payable in thirty-six equal monthly installments, commencing on the fifteenth day following the first month we realize at least $150,000 in gross revenue. | |
On July 25, 2014, we amended and restated the Note owing to Kae Yong Park (our majority shareholder) to provide that we 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. The Note, as amended and restated, otherwise remains in full force and effect. | |
In connection with the Acquisition, we agreed to pay Kae Yong Park for any consulting services we may require $9,500 per month, for a period of twelve months, commencing on the closing date and on the first of each month thereafter. Kae Yong Park has been paid $76,000 for consulting services through December March 31, 2015. | |
We are headquartered in Scottsdale, Arizona where we rent space from Kuboo, Inc., our former parent company and a significant shareholder. Through June 30, 2014, we were renting approximately 1,150 square feet of space on a month-to-month basis for $3,500 per month. Effective July 1, 2014 until April 1, 2015, we rented approximately 3,235 square feet of space for monthly rent of $4,500. Beginning April 1, 2015, we began occupying approximately an additional 3,000 square feet of space for no additional rent. Effective May 19, 2015, we entered into an agreement with Kuboo, Inc. under which we rent approximately 6,100 square feet on a month to month basis for $11,500 per month. Under this arrangement, the landlord pays taxes, utilities and maintenance and repairs. | |
During the three months ended March 31, 2015, the Company incurred expenses of $35,700 payable to Kuboo, Inc. for rent ($13,500) as well as its portion of salaries ($22,200) related to its use of certain Kuboo employees. During this same period, the Company made payments to Kuboo, Inc. of $26,000 for said expenses. At March 31, 2015, the Company had a payable to Kuboo, Inc. of $46,876 for rent, and contract labor. | |
During the three months ended March 31, 2015, the Company paid $17,000 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. | |
During the three months ended March 31, 2015, the Company’s controlling shareholder, Kae Yong Park, and her spouse, Howard R. Baer, advanced $195,000 to the Company for short-term capital needs of which $45,000 has been repaid. The advance is non-interest bearing and payable on demand. See Note 11 Subsequent Events. | |
During the three months ended March 31, 2015, the one of the Company’s directors, John Venners, advanced $3,000 to the Company for short-term capital needs. The advance is non-interest bearing and payable on demand. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2015 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 – 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 9 - 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 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 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. | |
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 | 3 Months Ended |
Mar. 31, 2015 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS |
In April, 2015, the Company sold 500,000 shares of its common stock for an aggregate $125,000 in cash proceeds. | |
Subsequent the date of these financial statements, Kae Yong Park, our majority shareholder, and her spouse, Howard R. Baer, collectively made additional unsecured cash advances to us in the aggregate amount of $291,500, and the Company made repayments in the aggregate amount of $48,000, leaving a balance due of $403,500 at May 19, 2015. These advances are non-interest bearing and payable on demand (in this Note 11, Kae Park and Howard R. Baer are collectively referred to as Park). | |
As noted above, as of May 19, 2015, the Company was indebted to Park in the aggregate the amount of $361,500, including $158,000 advanced since May 14, 2015. To evidence this indebtedness, on May 19, 2015, the Company issued Park a non-interest bearing, unsecured demand promissory note in the principal amount of up to $403,500 ($361,500 currently outstanding) (“Company Note”). Unpaid principal under the Company Note is due and payable upon the earlier to occur of (i) an “event of default” (as defined), (ii) written demand and (iii) the Company’s receipt of capital (to the extent of net proceeds received) from any capital raising transaction after May 15, 2015, whether in the form of debt, equity or otherwise. | |
The additional $200,000 in advances after May 14, 2015 were made pursuant to an agreement entered into with the Company on May 15, 2015 (the “Funding Agreement”). Under the Funding Agreement, Park committed to advance the Company a minimum of $200,000, on an unsecured and non-interest bearing basis, subject to Park’s receipt of funding from a third party lender of $300,000. On May 14, 2015, Park secured a commitment from a third party (“Park Lender”) to advance Park $300,000 in two tranches, $100,000 on May 14, 2015 and $200,000 on or before May 22, 2015. Park advanced $100,000 to the Company on May 15, 2015 and advanced an additional $100,000 on May 18, 2015. | |
In order to secure the funding commitment from the Park Lender and enable Park to fund the Company, (i) the Company agreed to issue the Park Lender warrants to purchase 2 million shares of common stock at an exercise price of $.05 per share and (ii) Kae Yong Park pledged to the Park Lender 55 million shares of her Company common stock as collateral for Park’s repayment of amounts Park borrowed from the Park Lender (such 55 million shares represent more than a majority of Company common stock outstanding as of the date hereof). Under the note payable by Park to the Park Lender (“Park Note”), Park must repay the $300,000 Park Note within sixty days, unless the Company has not paid her back within such time period, in which event, there is an automatic thirty day extension of the maturity date of the Park Note (for a total of ninety days), in consideration for which the Company must issue to the | |
Park Lender a warrant to purchase 1 million shares of Company common stock at an exercise price of $.05 per share. | |
Under the Pledge Agreement, if Park defaults on the repayment of the $300,000 Park Note, the Park Lender has the right to take ownership of all of Ms. Park’s 55 million shares of Company common stock pledged thereunder, without any obligation to remit to Ms. Park proceeds from the collateral in excess of the unpaid obligations under the Park Note. Under the Funding Agreement, if the Park Lender takes ownership of Ms. Park’s 55 million shares of Company common stock, the Company (i) must to issue Ms. Park 10 million shares of Company common stock (leaving Ms. Park with a net loss of 45 million shares) and (ii) shall not effect a reverse split of its common stock for a period of two years. | |
We are headquartered in Scottsdale, Arizona where we rent space from Kuboo, Inc., our former parent company and a significant shareholder. Through June 30, 2014, we were renting approximately 1,150 square feet of space on a month-to-month basis for $3,500 per month. Effective July 1, 2014 until April 1, 2015, we rented approximately 3,235 square feet of space for monthly rent of $4,500. Beginning April 1, 2015, we began occupying approximately an additional 3,000 square feet of space for no additional rent. Effective May 19, 2015, we entered into an agreement with Kuboo, Inc. under which we rent approximately 6,100 square feet on a month to month basis for $11,500 per month. Under this arrangement, the landlord pays taxes, utilities and maintenance and repairs. |
PROPERTY_AND_EQUIPMENT_CONSIST
PROPERTY AND EQUIPMENT CONSISTED OF THE FOLLOWING (TABLE) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
PROPERTY AND EQUIPMENT CONSISTED OF THE FOLLOWING (TABLE) | |||||||||
PROPERTY AND EQUIPMENT CONSISTED OF THE FOLLOWING (TABLE) | Property and equipment consisted of the following at March 31, 2015 and December 31, 2014: | ||||||||
As of | As of | Estimated Useful Life | |||||||
31-Mar-15 | 31-Dec-14 | ||||||||
Furniture and equipment | 12,437 | 12,437 | 3 years | ||||||
Total | 12,437 | 12,437 | |||||||
Less: Accumulated depreciation | -2,507 | -1,471 | |||||||
$ | 9,930 | $ | 10,966 |
SCHEDULE_OF_ACCOUNTS_PAYABLE_A
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY (TABLE) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY (TABLE): | |||||
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY (TABLE) | At March 31, 2015, the Company had a balance in related party accounts payable and accrued expenses of $285,376 which consisted of the following: | ||||
Party Name: | Relationship: | Amount | |||
Kae Park | Majority shareholder | Consulting fees | 19,000 | ||
Kae Park | Majority shareholder | Advances | 96,000 | ||
Howard Baer | Spouse of majority shareholder | Advances | 64,000 | ||
Howard Baer | Spouse of majority shareholder | Consulting fees | 30,000 | ||
John Venners | Director, President and CEO of Kuboo, Inc. | Consulting fees | 26,500 | ||
John Venners | Director, President and CEO of Kuboo, Inc. | Advances | 3,000 | ||
Kuboo, Inc. | Former parent company, significant shareholder | Rent, contract labor | 46,876 | ||
$ | 285,376 |
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 $) | 3 Months Ended |
Mar. 31, 2015 | |
Going concern details | |
The Company is a development stage enterprise and has accumulated losses | $11,642,906 |
The Company recently raised capital through the sale of its common stock | 169,000 |
Company has been advanced a net proceeds | $150,000 |
WEB_DEVELOPMENT_COSTS_Details
WEB DEVELOPMENT COSTS (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
WEB DEVELOPMENT COSTS Details | ||
Company capitalized towards the development of a website | $0 | $339,162 |
The Company recorded website development expenses | 30,930 | |
Company recorded amortization expense related to websites | $13,200 |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Furniture and equipment details | ||
Furniture and equipment | $12,437 | $12,437 |
Total furniture and equipment net | 12,437 | 12,437 |
Less: Accumulated depreciation | -2,507 | -1,471 |
Net total of Furniture and euqipment | $9,930 | $10,966 |
Estimated useful life in years | 3 | 3 |
DEPRECIATION_Details
DEPRECIATION (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Depreciation Expenses of property expenses | ||
The company recorded depreciation expense | $1,036 | $1,471 |
RELATED_PARTY_ACCOUNTS_PAYABLE
RELATED PARTY ACCOUNTS PAYABLE AND ACCURED EXPENSES (Details) (USD $) | Mar. 31, 2015 |
RELATED PARTY ACCOUNTS PAYABLE AND ACCURED EXPENSES | |
Kae Park Majority shareholder Consulting fees | $19,000 |
Kae Park Majority shareholder Advances | 96,000 |
Howard Baer Majority shareholder Advances | 64,000 |
Howard Baer Majority shareholder Consulting fees | 30,000 |
John Venners Director, President and CEO of Kuboo, Inc Consulting fees | 26,500 |
John Venners Director, President and CEO of Kuboo, Inc Advances | 3,000 |
Kuboo, Inc significant shareholder Rent, contract labor | 46,876 |
Company had a balance in related party accounts payable and accrued expenses | $285,376 |
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 |
EQUITY_Details
EQUITY (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Share Details | |
Company sold shares of common stock | 691,000 |
Cash proceeds of common stock | $169,000 |
Company incurred finders fee | 15,400 |
Company has satisfied through the issuance of shares common stock | 61,600 |
Company issued shares of common stock to its ceo | 250,000 |
Company issued shares of common stock value to its ceo | $252,500 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details) (USD $) | 19-May-15 | Mar. 31, 2015 | Dec. 31, 2014 | Jul. 25, 2014 | Jun. 30, 2014 | Jun. 23, 2014 |
Related party transaction details | ||||||
Issued to the Seller on the closing date in shares | 78,500,000 | |||||
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 | |||||
Kae Yong Park make first installment payment | 100,000 | |||||
Agreed to pay Kae Yong Park for any consulting services | 9,500 | |||||
Kae Yong Park has been paid for consulting services | 76,000 | 76,000 | ||||
Company is renting 3,235 square feet of space for monthly rent | 4,500 | |||||
Company is renting 1,150 square feet of space for monthly rent | 3,500 | |||||
Company is renting 6,100 square feet of space for monthly rent | $11,500 |
COMPANY_PAYMENTS_Details
COMPANY PAYMENTS (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Company payments Details | |
Company incurred expenses of payable to Kuboo, Inc for rent as well salaries | $35,700 |
Company incurred expenses for rent | 13,500 |
Company incurred expenses for salaries | 22,200 |
Company made payments to Kuboo, Inc. for expenses | 26,000 |
Company had a payable to Kuboo, Inc for rent, consulting fees and contract labor. | 46,876 |
Company paid to Energy Plus, LLC | 17,000 |
Howard R. Baer, advanced for short-term capital needs | 195,000 |
Short-term capital needs has been repaid | 45,000 |
John Venners, advanced for short-term capital needs | $3,000 |
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 | |||
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 | |||
Payables due | 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 | |||
Issuance ofshares of common stock upon becoming CEO | 400,000 | |||
Issuance of an additional shares of common stock in three equal installments of 250,000 | 750,000 |
SUBSEQUENT_TRANSACTIONS_Detail
SUBSEQUENT TRANSACTIONS (Details) (USD $) | 22-May-15 | 19-May-15 | 18-May-15 | 15-May-15 | 14-May-15 | Apr. 30, 2015 | Jun. 30, 2014 |
SUBSEQUENT TRANSACTIONS | |||||||
Company sold shares of its common stock in cash proceeds. | 500,000 | ||||||
Company sold shares of its common stock in cash proceeds value | $125,000 | ||||||
Howard R. Baer, made additional unsecured cash advances | 291,500 | ||||||
Repayments of unsecured cash advances | 48,000 | ||||||
Balance due of unsecured cash advances | 361,500 | ||||||
Company was indebted to Park in the aggregate the amount | 403,500 | ||||||
Company issued Park a non-interest bearing promissory note in principal amount | 361,500 | ||||||
Additional in advances | 100,000 | 100,000 | 158,000 | ||||
Park's receipt of funding from a third party lender | 300,000 | ||||||
Commitment from a third party to advance Park | 300,000 | ||||||
Commitment from a third party to advance Park in one tranches | 100,000 | ||||||
Commitment from a third party to advance Park in two tranches | 200,000 | ||||||
Company agreed to issue the Park Lender warrants to purchase shares of common stock | 2,000,000 | ||||||
Company agreed to issue the Park Lender warrants to purchase shares of common stock at an exercise price | $0.05 | ||||||
Park pledged to the Park Lender shares of common stock as collateral for Park's repayment | 55,000,000 | ||||||
Issue shares of Company common stock | 10,000,000 | ||||||
Park with a net loss of shares | 45,000,000 | ||||||
Park must repay the Park Note within sixty days | 300,000 | ||||||
Company is renting 3,235 square feet of space for monthly rent | 4,500 | ||||||
Company is renting 1,150 square feet of space for monthly rent | 3,500 | ||||||
Company is renting 6,100 square feet of space for monthly rent | $11,500 |