Northsight Capital (NCAP) 10-Q 19 Aug 15 2015 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Aug. 17, 2015
Document and Entity Information:
Entity Registrant Name	NORTHSIGHT CAPITAL, INC.
Entity Trading Symbol	NCAP
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Amendment Flag	false
Entity Central Index Key	1,439,397
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		106,234,796
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	2,015
Document Fiscal Period Focus	Q2

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Current Assets
Cash	$ 1,317	$ 20,690
Prepaid expenses	0	31,500
Accounts receivable	765	0
Debt issue costs, net of $1,478,577 amortization	450,001	0
Total Current Assets	452,083	52,190
Property and equipment, net of $3,544 and $1,471 depreciation	8,894	10,966
Web Development Costs, net of $37,650 and $9,000 amortization	301,512	327,912
Total Assets	762,489	391,068
Current Liabilities
Accounts payable and accrued expenses	271,858	34,639
Notes payable - related party	426,200	0
Advances from related parties	3,000	10,000
Accounts payable and accrued expenses - related party	170,176	46,676
Total Current Liabilities	871,234	91,315
Noncurrent Liabilities
Notes payable - related party	400,000	400,000
Total Liabilities	$ 1,271,234	$ 491,315
Commitments and Contingencies
Stockholders' Deficit
Common stock - 200,000,000 shares authorized having a par value of $.001 per share; 106,034,796 and 104,019,196 shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively	$ 106,035	$ 104,019
Additional paid-in capital	13,286,534	10,536,221
Accumulated deficit	(13,901,314)	(10,740,487)
Total Stockholders' Deficit	(508,745)	(100,247)
Total Liabilities and Stockholders' Deficit	$ 762,489	$ 391,068

BALANCE SHEETS PARENTHETICALS

BALANCE SHEETS PARENTHETICALS - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Parentheticals
Common Stock, par value	$ 0.001	$ 0.001
Common Stock, shares authorized	200,000,000	200,000,000
Common Stock, shares issued	106,034,796	104,019,196
Common Stock, shares outstanding	106,034,796	104,019,196
Net Depreciation of property and equipment	$ 3,544	$ 1,471
Net amortization of web development cost	37,650	9,000
Net amortization of debt issue costs	$ 1,478,577	$ 1,478,577

STATEMENTS OF OPERATIONS (Unaud

STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Revenues {1}
Revenues	$ 2,311	$ 0	$ 4,413	$ 0
Operating Expenses:
General administrative	205,146	101,534	519,160	109,668
Settlement Expense	0	932,500	0	932,500
Consulting expense - related party	73,500	9,500	175,500	9,500
Executive compensation	384,500	6,000	791,500	6,000
Professional fees	107,600	88,676	164,901	121,324
Rent - related party	13,500	7,000	27,000	7,000
Travel	(2,104)	3,486	8,602	7,416
Total operating expenses	782,142	1,148,696	1,686,663	1,193,408
Loss from operations	(779,831)	(1,148,696)	(1,682,250)	(1,193,408)
Other Income (Expense)
Interest expense	(1,478,577)	(2,671)	(1,478,577)	(2,742)
Net Loss	$ (2,258,408)	$ (1,151,367)	$ (3,160,827)	$ (1,196,150)
Weighted Average Number of Common Shares Outstanding - Basic and Diluted	105,865,828	44,113,549	105,316,106	28,631,530
Loss per Common Share - Basic and Diluted	$ (0.02)	$ (0.03)	$ (0.03)	$ (0.04)

STATEMENTS OF CASH FLOWS (Unaud

STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Cash Flows From Operating Activities
Net loss	$ (3,160,827)	$ (1,196,150)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of property and equipment	2,072	210
Amortization of web development costs	26,400	0
Amortization of debt issue costs	1,478,577	0
Stock issued for release	$ 0	$ 932,500
Stock issued for executive compensation	482,500	0
Stock issued for advertising incentive	750	0
Corporate expenses paid by shareholders	$ 0	$ 71
Changes in operating assets and liabilities:
Prepaid expenses	31,500	(22,000)
Accounts receivable	(765)	0
Accounts payable and accrued expenses	237,219	(16,560)
Accounts payable - related party	123,500	63,113
Interest payable - related party	0	2,671
Net Cash Used In Operating Activities	(779,074)	(236,145)
Cash Flows From Investing Activities
Purchase of property and equipment	0	4,215
Purchase of web development costs	0	(105,000)
Purchase of domain registrations	0	149,265
Net Cash Used In Investing Activities	0	258,480
Cash Flows From Financing Activities
Proceeds from sale of common stock, net of offering costs	340,501	752,800
Proceeds from notes - related party	512,200	0
Payments on notes - related party	(93,000)	0
Net Cash Provided by Financing Activities	759,701	752,800
Net (Decrease) Increase In Cash	(19,373)	258,175
Cash, Beginning of Period	20,690	0
Cash, End of Period	1,317	258,175
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	0	0
Cash paid for income taxes	0	0
Non-Cash Activities
Issuance of common stock for domain names	0	31,279
Issuance of note payable for domain names	0	500,000
Cancellation of shares returned to company	0	1,676
Finders fees settled with stock	$ 15,400	$ 29,950
Warrants issued in conjunction with debt agreement	1,928,578	0
Subscriptions receivable - related party	$ 0	$ 30,000

ORGANIZATION AND BASIS OF PRESE

ORGANIZATION AND BASIS OF PRESENTATION	6 Months Ended
	Jun. 30, 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 7,500 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 President and member of our board of directors. John Venners, a director of Kuboo, Inc., is our EVP, Operations 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, 2014. The results of operations for the three and six month periods ended June 30, 2015, are not necessarily indicative of the operating results for the full year.

LIQUIDITY_GOING CONCERN

LIQUIDITY/GOING CONCERN	6 Months Ended
	Jun. 30, 2015
LIQUIDITY/GOING CONCERN
LIQUIDITY/GOING CONCERN	NOTE 2 – LIQUIDITY/GOING CONCERN The Company is an early stage enterprise and has accumulated losses of $13,901,314 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 six months ended June 30, 2015 the Company raised approximately $341,000 in capital through the sale of common stock. 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 PRONOUNCEMENT

RECENT ACCOUNTING PRONOUNCEMENTS	6 Months Ended
	Jun. 30, 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 DOMAI

WEB DEVELOPMENT COSTS AND DOMAIN NAMES ASSETS	6 Months Ended
	Jun. 30, 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 six months ended June 30, 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 also capitalized expenditures of $0 and $353,722, respectively, incurred in connection with the purchase of rights for certain internet domain names, during the same periods. The Company does not intend to engage in the sale or distribution of marijuana or related products. During the six months ended June 30, 2015 the Company recorded website development expenses of $38,251 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 (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. During the three and six months ended June 30, 2015 the Company recorded amortization expense of $13,200 and $26,400, respectively, 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	6 Months Ended
	Jun. 30, 2015
PROPERTY AND EQUIPMENT:
PROPERTY AND EQUIPMENT	NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following at June 30, 2015 and December 31, 2014: As of June 30, 2015 As of December 31, 2014 Estimated Useful Life Furniture and equipment 12,437 12,437 3 years Total 12,437 12,437 Less: Accumulated depreciation (3,543) (1,471) $ 8,894 $ 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 $2,072 and $1,471 during the six months ended June 30, 2015 and year ended December 31, 2014, respectively.

ACCOUNTS PAYABLE AND ACCRUED EX

ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY	6 Months Ended
	Jun. 30, 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 June 30, 2015, the Company had a balance in related party accounts payable and accrued expenses of $173,176 which consisted of the following: Party Name: Relationship: Amount Howard Baer Spouse of majority shareholder Consulting fees 60,000 John Venners Director/EVP, President and CEO of Kuboo, Inc. Consulting fees 65,000 John Venners Director/EVP, President and CEO of Kuboo, Inc. Advances 3,000 Kuboo, Inc. Former parent company, significant shareholder Rent, contract labor 45,176 $ 173,176

NOTES PAYABLE RELATED PARTY

NOTES PAYABLE RELATED PARTY	6 Months Ended
	Jun. 30, 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. On May 19, 2015, the Company issued Park a non-interest bearing, unsecured demand promissory note to evidence all unpaid advances received by the Company to that point and to cover all additional advances received afterward. Unpaid principal under the note is due and payable upon the earlier 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. Park has to date not enforced the provision requiring repayment upon receipt of net proceeds from capital raising transactions. At June 30, 2015, the Company had a balance due on the note of $426,200.

DEBT ISSUE COSTS

DEBT ISSUE COSTS	6 Months Ended
	Jun. 30, 2015
DEBT ISSUE COSTS:
DEBT ISSUE COSTS	NOTE 8 – DEBT ISSUE COSTS On May 15, 2015, the Company issued 2,000,000 warrants in conjunction with a debt agreement of its majority shareholder and her spouse with a third party under which the third party loaned funds to the majority shareholder and her spouse, and such persons in turn loaned funds to the Company (see note 10 – Stock Warrants). The Company valued these warrants using the Black-Scholes method and has recorded the value of as debt issue costs to be amortized over the life of the underlying note. The following table summarizes the Company’s debt issue costs at June 30, 2015: Debt issue costs - December 31, 2014 $ - Fair value at the commitment date for warrants issued in conjunction with debt agreement 1,928,578 Amortization of debt issued cots (1,478,577) Debt issue costs – June 30, 2015 $ 450,001 The fair value at the commitment date for the above warrants were based upon the following management assumptions: Commitment Date Expected dividends 0% Expected volatility 159% Expected term: 2 years Risk free interest rate 0.55%

EQUITY

EQUITY	6 Months Ended
	Jun. 30, 2015
EQUITY
EQUITY	NOTE 9 - 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. During the three months ended June 30, 2015, the Company sold 760,000 shares of its common stock for an aggregate $190,000 in cash proceeds. The Company incurred cash finder’s fees of $18,500 in connection with these sales. During the three months ended June 30, 2015, the Company issued 3,000 shares of its common stock valued at $750 as an advertising incentive, the value of which has been recorded against revenue in the Company’s statements of operations. In January and April 2015, the Company issued 250,000 shares of common stock valued at $252,500 and $230,000, respectively, to its then Chief Executive Officer, John Bluher, pursuant to his employment letter.

STOCK WARRANTS

STOCK WARRANTS	6 Months Ended
	Jun. 30, 2015
STOCK WARRANTS
STOCK WARRANTS	NOTE 10 – STOCK WARRANTS All warrants issued during the six months ended June 30, 2015 were accounted for as debt issue costs (see Note 8 – Debt Issue Costs). During the six months ended June 30, 2015, the Company entered into an agreement to grant a warrant good for two years to purchase 2,000,000 shares of the Company’s stock at $0.05 per share in conjunction with a loan taken out by the Company’s majority shareholder, Kae Yong Park, and her spouse, Howard Baer; a portion of these loan proceeds were advanced by Park/Baer to the Company to fund operations. The note to Park and Baer commenced on May 15 th A summary of warrant activity for the Company for the six months ended June 30, 2015 is as follows: Number of Warrants Weighted Average Exercise Price Outstanding – December 31, 2014 - $ - Granted 2,000,000 0.05 Exercised/settled - - Balance as June 30, 2015 2,000,000 $ 0.05 Warrants Outstanding Warrants Exercisable Exercise Price NumberOutstanding Weighted AverageRemainingContractual Life (inyears) Weighted AverageExercise Price NumberExercisable WeightedAverageExercise Price Intrinsic Value $0.05 2,000,000 1.87 $ 0.05 2,000,000 $ 0.05 100,000

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2015
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 11 – 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 1,500 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. 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. During the three months June 30, 2015, the Company incurred expenses of $27,800 payable to Kuboo, Inc. for rent ($13,500) as well as its portion of salaries ($14,300) related to its use of certain Kuboo employees. During this same period, the Company made payments to Kuboo, Inc. of $29,500 for said accrued expenses. At June 30, 2015, the Company had a payable to Kuboo, Inc. of $45,176 for rent and contract labor. During the three and six months ended June 30, 2015, the Company paid $5,000 and $17,000, respectively, to Energy Plus, LLC, a company owned by John Venners, one of the Company’s directors (now also EVP), for consulting services rendered. During the six months ended June 30, 2015, the Company’s controlling shareholder, Kae Yong Park and her spouse Howard Baer, advanced an aggregate of $509,200 to the Company for short-term capital needs of which $93,000 has been repaid. The advance is non-interest bearing and payable on demand. At June 30, 2015, the Company had a note payable to Ms. Park/Mr. Baer of $426,200. During the six months ended June 30, 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	6 Months Ended
	Jun. 30, 2015
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 12 – 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 11 - 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) On May 15, 2015 the Company entered into an agreement (the “Funding Agreement”) with its majority shareholder, Kae Park and her spouse Howard Baer (collectively “Park”), under which 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 total a total of $222,400 under this agreement to the Company between May 15, 2015 and June 30, 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 (see Note 13 - Subsequent Events). 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. On June 25, 2015, the Company signed a 90 day exclusive option to acquire LaMarihuana.com, an Hispanic cannabis portal based in Spain. As consideration for this exclusive 90 day purchase option, the Company agreed to issue the 100,000 shares of the Company’s common stock valued at the agreement date at $130,000. This stock had not yet been issued as of the date of these financial statements.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2015
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 13 – SUBSEQUENT EVENTS On July 15, 2015, the Company appointed William Lupo, Jr. as its CEO, and entered into an employment agreement for a 2 year term (renewable by agreement), which provides for a starting base salary of $250,000 per year, subject to increase to $300,000 per year upon completion of a $3 million capital raise, and equity compensation aggregating six million shares of the Company’s restricted common stock (one million upon signing and five million issuable in eight quarterly installments of 625,000 shares over the next two years). Mr. Lupo will also be appointed to the board of directors of the Company. Concurrently with Mr. Lupo’s appointment as CEO, John Bluher resigned as CEO of the Company and was appointed its President. Effective August 5, 2015, the Company appointed John P. Venners, a director of the Company, to the office of Executive Vice President, Operations. Mr. Venners will be paid an annual salary of $180,000. Mr. Venners has, since August 18, 2014, served as a member of the Company’s board of directors, and also served as our interim president from May 31, 2011 through March 24, 2014. On July 15, 2015, the Park Note (see note 12 – Commitments and Contingencies) was automatically extended for an additional 30 days and the Company issued to the Park Lender an additional warrant to purchase 1 million shares of common stock at an exercise price of $0.05 per share. On or about August 5, 2015, the Park Note was extended by negotiation for an additional 60 days and the Company issued to the Park Lender an additional warrant to purchase 2 million shares of common stock at an exercise price of $0.05 per share. Between August 7 and August 17, 2015, the Company received $45,000 from an existing investor, in exchange for which it issued a 120 day term note, bearing interest at the rate of 3% per annum, and agreed to issue the investor for no additional consideration 1,200,000 shares of common stock. Howard Baer, the spouse of the Company’s majority shareholder, pledged the web URL “jointlovers.com” as collateral to secure repayment of this note. On or about August 17, 2015, the Company issued 200,000 shares of common stock to an existing investor in exchange for $50,000. In consideration of the aggregate investment this investor has made into the Company, including this further $50,000 investment, Kae Yong Park, the Company’s majority shareholder, agreed to transfer 2.4 million shares of her common stock to such investor for no additional consideration. Subsequent the date of these financial statements, Kae Yong Park, our majority shareholder, and her spouse, Howard R. Baer, made additional unsecured cash advances to the Company in the aggregate amount of $100,400, leaving a balance due of $526,600 at August 17, 2015. These advances are non-interest bearing and payable on demand. On August 7, 2015, Lee Ori ("Plaintiff") instituted a legal action in Missouri against us, Wealthcorp, LLC, Winterwalk Capital, LLC, Christopher S. Walkup ("Walkup"), Marshall P. Winters and Paradigm Healthcare Solutions, LLC. The complaint alleged that (i) Walkup represented to the Plaintiff that he had the right to subscribe to shares of our common stock at a per share price of $.25 and (ii) that Walkup was our agent and individually and in such alleged agency capacity offered to sell Plaintiff an aggregate of 1,075,000 shares of company common stock for a total purchase price of $425,000. The Complaint alleges that we are liable to the Plaintiff for the acts and omissions of Walkup, based on the allegation that he was our agent. The complaint seeks from us and Walkup (1) 1,075,000 shares of our common stock and (2) money damages in the amount of $425,000. Without admitting any responsibility, the Company and the Plaintiff have agreed to settle this matter. The Company has agreed to issue 400,000 restricted shares of common stock valued at $62,000 to the Plaintiff as consideration for the settlement. In addition, the Company has agreed to issue an additional 275,000 shares as liquidated damages if it breaches a certain material representation contained in the settlement agreement.

Property and equipment consiste

Property and equipment consisted of the following(TABLE)	6 Months Ended
	Jun. 30, 2015
Property and equipment consisted of the following
Property and equipment consisted of the following	Property and equipment consisted of the following at June 30, 2015 and December 31, 2014: As of June 30, 2015 As of December 31, 2014 Estimated Useful Life Furniture and equipment 12,437 12,437 3 years Total 12,437 12,437 Less: Accumulated depreciation (3,543) (1,471) $ 8,894 $ 10,966

ACCOUNTS PAYABLE AND ACCRUED 20

ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY (Tables)	6 Months Ended
	Jun. 30, 2015
ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY (Tables):
ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY (Tables)	At June 30, 2015, the Company had a balance in related party accounts payable and accrued expenses of $173,176 which consisted of the following: Party Name: Relationship: Amount Howard Baer Spouse of majority shareholder Consulting fees 60,000 John Venners Director/EVP, President and CEO of Kuboo, Inc. Consulting fees 65,000 John Venners Director/EVP, President and CEO of Kuboo, Inc. Advances 3,000 Kuboo, Inc. Former parent company, significant shareholder Rent, contract labor 45,176 $ 173,176

Debt Issue Costs (Tables)

Debt Issue Costs (Tables)	6 Months Ended
	Jun. 30, 2015
Debt Issue Costs (Tables):
Schedule of Debt	The following table summarizes the Company’s debt issue costs at June 30, 2015: Debt issue costs - December 31, 2014 $ - Fair value at the commitment date for warrants issued in conjunction with debt agreement 1,928,578 Amortization of debt issued cots (1,478,577) Debt issue costs – June 30, 2015 $ 450,001 The fair value at the commitment date for the above warrants were based upon the following management assumptions: Commitment Date Expected dividends 0% Expected volatility 159% Expected term: 2 years Risk free interest rate 0.55%

Company's outstanding stock war

Company's outstanding stock warrants(TABLE)	6 Months Ended
	Jun. 30, 2015
Company's outstanding stock warrants
Company's outstanding stock warrants	A summary of warrant activity for the Company for the six months ended June 30, 2015 is as follows: Number of Warrants Weighted Average Exercise Price Outstanding – December 31, 2014 - $ - Granted 2,000,000 0.05 Exercised/settled - - Balance as June 30, 2015 2,000,000 $ 0.05 Warrants Outstanding Warrants Exercisable Exercise Price NumberOutstanding Weighted AverageRemainingContractual Life (inyears) Weighted AverageExercise Price NumberExercisable WeightedAverageExercise Price Intrinsic Value $0.05 2,000,000 1.87 $ 0.05 2,000,000 $ 0.05 100,000

ORGANIZATION AND BASIS OF PRE23

ORGANIZATION AND BASIS OF PRESENTATION (Details) - USD ($)	Jun. 25, 2014	May. 31, 2011
Northsight Capital Inc details
Safe Communications, Inc acquired company issued and outstanding common stock	0.00%	80.00%
Company completed the acquisition of approximately cannabis related Internet domain names	7,500	0
Cannabis related Internet domain names, in exchange for which the Company issued shares of common stock	$ 78,500,000	$ 0
Company issued a promissory note in the principal amount	$ 500,000	$ 0
The seller of the domain names became an stockholder of the Company	81.00%	0.00%

LIQUIDITY_GOING CONCERN (Detail

LIQUIDITY/GOING CONCERN (Details) - 6 months ended Jun. 30, 2015 - USD ($)	Total
Going concern details
The Company is an early stage enterprise and has accumulated losses	$ 13,901,314
The Company recently raised capital through the sale of its common stock	341,000

WEB DEVELOPMENT COSTS (Details)

WEB DEVELOPMENT COSTS (Details) - USD ($)	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2015	Jun. 30, 2015	Dec. 31, 2014
WEB DEVELOPMENT COSTS Details
Company capitalized towards the development of a website	$ 0	$ 0	$ 339,162
Company also capitalized expenditures	0	0	353,722
The Company recorded website development expenses	0	38,251	0
Company recorded amortization expense related to websites	$ 13,200	$ 26,400	$ 0

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details)	Jun. 30, 2015USD ($)	Dec. 31, 2014USD ($)
Furniture and equipment details
Furniture and equipment	$ 12,437	$ 12,437
Total furniture and equipment net	12,437	12,437
Less: Accumulated depreciation	(3,543)	(1,471)
Net total of Furniture and euqipment	$ 8,894	$ 10,966
Estimated useful life in years	3	3

Depreciation (Details)

Depreciation (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2015	Dec. 31, 2014
Depreciation Expenses of property expenses
The company recorded depreciation expense	$ 2,072	$ 1,471

RELATED PARTY ACCOUNTS PAYABLE

RELATED PARTY ACCOUNTS PAYABLE AND ACCURED EXPENSES (Details)	Jun. 30, 2015USD ($)
RELATED PARTY ACCOUNTS PAYABLE AND ACCURED EXPENSES
Howard Baer Majority shareholder Consulting fees	$ 60,000
John Venners Director, President and CEO of Kuboo, Inc Consulting fees	65,000
John Venners Director, President and CEO of Kuboo, Inc Advances	3,000
Kuboo, Inc significant shareholder Rent, contract labor	45,176
Company had a balance in related party accounts payable and accrued expenses	$ 173,176

NOTES PAYABLE RELATED PARTY (De

NOTES PAYABLE RELATED PARTY (Details) - Jun. 23, 2014 - USD ($)	Total
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

Kae Yong Park (Details)

Kae Yong Park (Details) - USD ($)	Jun. 30, 2015	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	$ 0	$ 500,000
First installament payment due	0	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	0	100,000
Company had a balance due on the note	$ 426,200	$ 0

Summary of Debt Issue Costs (De

Summary of Debt Issue Costs (Details) - USD ($)	Jun. 30, 2015	May. 15, 2015
Summary of Debt Issue Costs
Company issued warrants in conjunction with a debt agreement	$ 0	$ 2,000,000
Debt issue costs - December 31, 2014	0	0
Fair value at the commitment date for warrants issued in conjunction with debt agreement	1,928,578	0
Amortization of debt issued cots	(1,478,577)	0
Debt issue costs - June 30, 2015	$ 450,001	$ 0

FAIR VALUE AT THE COMMITMENT (D

FAIR VALUE AT THE COMMITMENT (Details)	Jun. 30, 2015
FAIR VALUE AT THE COMMITMENT
Expected dividends	0.00%
Expected volatility	159.00%
Expected term in years	2
Risk free interest rate	0.55%

EQUITY (Details)

EQUITY (Details) - USD ($)	3 Months Ended
	Jun. 30, 2015	Mar. 31, 2015
Share Details
Company sold shares of common stock	760,000	691,000
Cash proceeds of common stock	$ 190,000	$ 169,000
Company incurred finders fee	$ 18,500	$ 15,400
Company has satisfied through the issuance of shares common stock	0	61,600
Company issued shares of its common stock as an advertising incentive	3,000	0
Company issued shares of its common stock as an advertising incentive value	750	0
Company issued shares of common stock to its ceo	250,000	0
Company issued shares of common stock value to its ceo	252,500	0
Company issued shares of common stock value to its ceo	230,000	0

STOCK WARRANTS (Details)

STOCK WARRANTS (Details) - 6 months ended Jun. 30, 2015 - $ / shares	Total
STOCK WARRANTS {2}
Company entered into an agreement to grant a warrant for two years to purchase shares of stock	2,000,000
Company entered into an agreement to grant a warrant for two years to purchase shares of stock per share	$ 0.05
Company had agreed to grant an additional warrant to purchase shares of the stock	1,000,000

SUMMARY OF WARRANT ACTIVITY (De

SUMMARY OF WARRANT ACTIVITY (Details) {Stockholder Equity}	6 Months Ended
	Jun. 30, 2015shares
Number of Warrants
Balance Outstanding Warrant Activity	0
Warrant Granted	2,000,000
Warrant Exercised/settled	0
Balance Outstanding Warrant Activity	2,000,000
Weighted Average Exercise Price
Balance Outstanding Warrant Activity	0
Warrant Granted	0.05
Warrant Exercised/settled	0
Balance Outstanding Warrant Activity	0.05

WARRANTS (Details)

WARRANTS (Details) - Jun. 30, 2015	$ / sharesshares
Warrants Outstanding
Warrants Outstanding Exercise Price	$ 0.05
Warrants Outstanding Number | shares	2,000,000
Warrants Outstanding Weighted Average Remaining Contractual Life (in years)	1.87
Warrants Outstanding Weighted Average Exercise Price	$ 0.05
Warrants Exercisable
Warrants Exercisable Number | shares	2,000,000
Warrants Exercisable Weighted Average Exercise Price	$ 0.05
Warrants Exercisable Intrinsic Value | shares	100,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($)	Aug. 25, 2014	Jul. 25, 2014	Jun. 23, 2014
Related party transaction details
Issued to the Seller on the closing date in shares	0	0	78,500,000
Restricted common stock in percentage	0.00%	0.00%	81.00%
Issued to the Seller a promissory note in the principal amount	0	0	500,000
The note bears interest	0.00%	0.00%	3.25%
Company's receipt of an aggregate	0	0	1,000,000
Debt Equity paid amount	0	0	100,000
Company shall pay the remaining balance amount	$ 0	$ 0	$ 400,000
Company realizes amount	$ 0	$ 0	$ 150,000
Monthly royalty to the Seller	0.00%	0.00%	6.00%
Royalty Payment	$ 0	$ 0	$ 150,000
Company has gross revenues in excess	0	0	150,000
Kae Yong Park make first installment payment	0	100,000	0
Company pay due under the Amended and Restated Note	0	100,000	0
Company paid	100,000	0	0
Agreed to pay Kae Yong Park for any consulting services	0	9,500	0
Kae Yong Park has been paid for consulting services	0	0	0
Company is renting 1,500 square feet of space for monthly rent	0	4,500	0
Company is renting 1,150 square feet of space for monthly rent	0	0	0
Company is renting 6,100 square feet of space for monthly rent	$ 0	$ 0	$ 0

COMPANY PAYMENTS (Details)

COMPANY PAYMENTS (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Mar. 31, 2015	Jun. 30, 2015
Company payments Details
Company incurred expenses of payable to Kuboo, Inc for rent as well salaries	$ 27,800	$ 35,700	$ 0
Company incurred expenses for rent	13,500	13,500	0
Company incurred expenses for salaries	14,300	22,200	0
Company made payments to Kuboo, Inc. for expenses	29,500	26,000	0
Company had a payable to Kuboo, Inc for rent, and contract labor.	0	0	45,176
Company paid to Energy Plus, LLC	5,000	0	17,000
Howard R. Baer, advanced for short-term capital needs	0	0	509,200
Short-term capital needs has been repaid	0	0	93,000
Company had a note payable to Ms. Park/Mr. Baer	0	0	426,200
John Venners, advanced for short-term capital needs	$ 0	$ 0	$ 3,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	Aug. 13, 2014	Jul. 25, 2014	Jun. 23, 2014	May. 31, 2014
COMMITMENTS AND CONTINGENCIES Details
Co agree to pay seller as per agreement	$ 0	$ 0	$ 0	$ 9,500
Gross monthly revenue	0	0	0	150,000
Company gross revenues are in excess	0	0	0	150,000
Promissory note issued by the company	$ 0	$ 0	$ 500,000	$ 0
Promissory note interest	0.00%	0.00%	3.25%	0.00%
Company in receipt of amount	$ 0	$ 0	$ 1,000,000	$ 0
Euqity fund amount	0	0	100,000	0
Least gross revenue	0	0	150,000	0
In 36 months payable amount	0	0	400,000	0
Company amended and restated its promissory note in the principal amount owing to Kae Yong	0	500,000	0	0
Installment payment due under the Note	0	100,000	0	0
Payables due	0	100,000	0	0
John Bluher became CEO of the Company. His agreement with the Company calls for a base salary	25,000	0	0	0
Non-accountable monthly expense allowance	$ 3,500	$ 0	$ 0	$ 0
Issuance ofshares of common stock upon becoming CEO	400,000	0	0	0
Issuance of an additional shares of common stock in three equal installments of 250,000	750,000	0	0	0

Funding Agreement (Details)

Funding Agreement (Details) - USD ($)	Jun. 30, 2015	Jun. 25, 2015	May. 22, 2015	May. 15, 2015	May. 14, 2015
Funding Agreement
Park committed advance the Company a minimum	$ 0	$ 0	$ 0	$ 200,000	$ 0
Funding from a third party lender	0	0	0	300,000	0
Park secured a commitment from a third party to advance Park in two tranches	0	0	0	0	300,000
Park secured a commitment from a third party to advance Park in one tranche	0	0	0	0	100,000
Park secured a commitment from a third party to advance Park in two tranches	0	0	200,000	0	0
Park advanced total	$ 0	$ 0	$ 0	$ 0	$ 222,400
Company agreed to issue the Park Lender warrants to purchase shares of common stock	2,000,000	0	0	0	0
Company agreed to issue the Park Lender warrants to purchase shares of common stock exercise price	$ 0.05	$ 0	$ 0	$ 0	$ 0
Company common stock as collateral for Park's repayment of amount	$ 55,000,000	$ 0	$ 0	$ 0	$ 0
Park must repay	300,000	0	0	0	0
Company issue the Park Lender warrants to purchase shares of common stock	$ 1,000,000	$ 0	$ 0	$ 0	$ 0
Company issue the Park Lender warrants to purchase shares of common stock exercise price	$ 0.05	$ 0	$ 0	$ 0	$ 0
Park defaults on the repayment of Note	$ 300,000	$ 0	$ 0	$ 0	$ 0
Park Lender takes ownership of shares of company common stock	55,000,000	0	0	0	0
Company must to issue shares of Company common stock to Ms. Park	10,000,000	0	0	0	0
Leaving Ms. Park with a net loss of shares	45,000,000	0	0	0	0
Company signed a day exclusive option to acquire LaMarihuana.com	$ 0	$ 90	$ 0	$ 0	$ 0
Company agreed to issue the shares of company's common stock	0	100,000	0	0	0
Company agreed to issue the shares of company's common stock value	0	130,000	0	0	0

SUBSEQUENT TRANSACTIONS (Detail

SUBSEQUENT TRANSACTIONS (Details) - USD ($)	Aug. 17, 2015	Aug. 05, 2015	Jul. 15, 2015
SUBSEQUENT TRANSACTIONS
Company appointed William Lupo, Jr. as CEO, and entered into an employment agreement for years	$ 0	$ 0	$ 2
Increase base salary per year	0	0	300,000
Completion of capital raise	$ 0	$ 0	$ 3,000,000
Equity compensation of restricted common stock one million and five million issuable in eight quarterly installments of 625,000 shares over the next two years	0	0	6,000,000
Annual salary paid to Mr. Venners	$ 0	$ 180,000	$ 0
Park Note automatically extended for an additional days	0	0	30
Park Lender an additional warrant to purchase shares of common stock	$ 0	$ 0	$ 1,000,000
Park Lender an additional warrant to purchase shares of common stock exercise price	$ 0	$ 0	$ 0.05
Park Note was extended by negotiation for an additional days	$ 0	$ 0	$ 60
Company issued to the Park Lender an additional warrant to purchase shares of common stock	0	0	2,000,000
Company issued to the Park Lender an additional warrant to purchase shares of common stock at an exercise price per share.	$ 0	$ 0	$ 0.05
Company received each of two existing investors an aggregate of $45,000 in exchange for a two 120 day term notes	$ 22,500	$ 0	$ 0
Interest at the rate per annum	3.00%	0.00%	0.00%
Issue the investor for no additional consideration shares of common stock	600,000	0	0
Company issued shares of common stock to an existing investor in exchange	200,000	0	0
Company issued shares of common stock to an existing investor in exchange value	50,000	0	0
Investor has made investment into the Company	$ 50,000	$ 0	$ 0
Kae Yong Park, agreed to transfershares of common stock to such investor for no additional consideration	2,400,000	0	0
Howard R. Baer, made additional unsecured cash advances	100,400	0	0
Balance due	$ 526,600	$ 0	$ 0