Northsight Capital (NCAP) 8-K/A Entry into a Material Definitive Agreement

NORTHSIGHT CAPITAL, INC.

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

December 31, 2017

	Northsight Capital, Inc.		Crush Mobile, LLC		Combined Before Pro Forma Adjustments			Pro Forma Adjustments			Northsight Capital, Inc. Pro Forma
Assets
Current Assets:
Cash	$	612	$	7,272	$	7,884		$	-		$	7,884
Prepaid expenses		291,781		-		291,781			-			291,781
Accounts receivable		15,000		-		15,000			-			15,000
Total current assets		307,393		7,272		314,665			-			314,665
Investment in Crush Mobile		-		-		-			382,512	(a)		-
									(382,512)	(c)
Goodwill		-		-		-			459,650	(d)		459,650
Web development costs - net		104,597		-		104,597			-			104,597
Total assets	$	411,990	$	7,272	$	419,262		$	459,650		$	878,912
Liabilities and Stockholders' Deficit
Current Liabilities:
Accounts payable and accrued expenses	$	219,800	$	22,879	$	242,679		$	-		$	242,679
Accounts payable and accrued expenses – related party		878,400		-		878,400			-			878,400
Notes payable – related party		2,000,293		380,000		2,380,293			(300,000)	(b)		2,080,293
Notes payable		79,900		-		79,900			-			79,900
Total Current Liabilities		3,178,393		402,879		3,581,272			(300,000)			3,281,272
Long Term Liabilities
Notes payable – related party		400,000		-		400,000			-			400,000
Total Liabilities		3,578,393		402,879		3,981,272			(300,000)			3,681,242
Commitments and contingencies
Stockholders' Deficit
Common stock, par value		121,018		-		121,018			4,904	(a)		128,922
									3,000	(b)
Owners’ Equity		-		1,488,256		1,488,256			(1,448,256)	(a)		-
Additional paid-in capital		18,638,874		-		18,638,874			1,825,364	(a)		20,735,738
									231,000	(b)
Accumulated deficit		(21,926,295)		(1,883,863)		(23,810,158)			66,000	(b)		(23,667,020)
									77,138	(c)
Total Stockholders' Deficit		(3,166,403)		(395,607)		(3,562,010	)		759,650			(2,802,360)
Total Liabilities and Stockholders' Deficit	$	411,990	$	7,272	$	419,262		$	459,650		$	878,912

NORTHSIGHT CAPITAL, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

Year Ended December 31, 2017

	Northsight Capital, Inc.		Crush Mobile, LLC		Combined Before Pro Forma Adjustments		Pro Forma Adjustments			Northsight Capital, Inc. Pro Forma
Revenue	$	20,100	$	51,106	$	71,206	$	-		$	71,206
Operating Expenses
General and administrative		732,071		14,579		746,650		-			746,650
Information technology services		-		138,825		138,825		-			138,825
Consulting expense – related party		180,000		-		180,000		-			180,000
Professional fees		234,713		18,650		253,363		-			253,363
Rent – related party		69,000		-		69,000		-			69,000
Loss from operations		(1,195,684)		(120,948)		(1,316,632)		-			(1,316,632)
Net operating Loss
Other income (expense)
Loss on investment		(17,361)		-		(17,361)		-			(17,361)
Interest expense		(69,909)		-		(69,909)		-			(69,909)
Gain on settlement of debt		45,867		-		45,867		-			45,867
Loss on extinguishment of debt		(5,798)		-		(5,798)		-			(5,798)
Net loss from operations		(1,242,885)		(120,948)		(1,363,833)		-			(1,363,833)
Income Tax		-		-		-		-			-
Net Loss	$	(1,242,885)	$	(120,948)	$	(1,363,833)	$	-		$	(1,363,833)
Net loss per share – basic and diluted		(0.01)				(.01)					(.01)
Weighted average number of common shares outstanding during the period – basic and diluted		115,813,660				115,813,660		7,904,000	(d)		123,717,660

NORTHSIGHT CAPITAL, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

Year ended December 31, 2016

	Northsight Capital, Inc.		Crush Mobile, LLC		Combined Before Pro Forma Adjustments		Pro Forma Adjustments			Northsight Capital, Inc. Pro Forma
Revenue	$	15,680	$	78,903	$	94,583	$	-		$	94,583
Operating Expenses
General and administrative		773,037		277,563		1,050,600		-			1,050,600
Information technology services		-		354,552		354,552		-			354,552
Consulting expense – related party		180,000		-		180,000		-			180,000
Professional fees		212,815		57,716		270,531		-			270,531
Rent – related party		134,400		12,895		147,295		-			147,295
Loss from operations		(1,284,572)		(623,823)		(1,908,395)		-			(1,908,395)
Net operating Loss
Other income (expense)
Loss on investment		(475,751)		-		(475,751)		-			(475,751)
Loss from equity investment		(10,695)		-		(10,695)		-			(10,695)
Interest expense		(63,063)		-		(63,063)		-			(63,063)
Loss on deposit		(131,000)		-		(131,000)		-			(131,000)
Net loss from operations		(1,965,081)		(623,823)		(2,588,904)		-			(2,588,904)
Income Tax		-		-		-		-			-
Net Loss	$	(1,965,081)	$	(623,823)	$	(2,588,904)	$	-		$	(2,588,904)
Net loss per share – basic and diluted		(0.02)				(0.02)					(0.02)
Weighted average number of common shares outstanding during the period – basic and diluted		112,818,088				112,818,088		7,904,000	(d)		120,722,088

NOTE 1 - BASIS OF PRO FORMA PRESENTATION

The unaudited pro forma condensed combined financial statements have been prepared assuming that the acquisition is accounted for using the acquisition method of accounting. Accordingly, the assets acquired and liabilities assumed of the Seller are recorded at their fair value.

NOTE 2 – PROPOSED TRANSACTION

On January 8, 2018, the Registrant (the “Company”) completed the acquisition of Crush Mobile, LLC (“Crush Mobile”) from its members.

Crush Mobile’s assets consist primarily of trademarks, domain names, mobile dating applications and related software and intellectual property. In connection with the closing of the acquisition, the Registrant is issuing an aggregate of 7,904,000 shares of common stock as follows: (i) 4,904,000 shares to the Crush Mobile members and (ii) 3,000,000 shares to certain Crush Mobile creditors (who are also members) in full satisfaction of $300,000 of indebtedness owed to them by Crush Mobile.

NOTE 3 – PRELIMINARY PURCHASE PRICE ALLOCATION

The Company has performed a preliminary valuation analysis of the fair market value of Crush Mobile, LLC’s assets and liabilities. The following table summarizes the allocation of the preliminary purchase price as of the acquisition date:

Purchase Price
4,904,000 shares of common stock valued at $0.078 per share	$	382,512
Allocation of Purchase Price
Cash	$	5,812
Goodwill		459,650
Accounts payable		(2,950)
Debt Obligations		(80,000)
	$	382,512

NOTE 4 - PRO FORMA PRESENTATION ADJUSTMENTS AND ASSUMPTIONS

The adjustments included in the column under the heading "Pro Forma Adjustments" in the unaudited pro forma condensed combined financial statements are as follows:

Pro Forma Adjustments to the Condensed Combined Balance Sheet

(a)To record the issuance of 4,904,000 shares of Northsight Capital common stock issued to shareholders of Crush Mobile in exchange for their ownership shares. 

(b)To record the issuance of 3,000,000 shares of Northsight Capital common stock issued to debtholders of Crush Mobile as payment of an aggregate $300,000 in outstanding debt. 

(c)To record the elimination of the historical members deficit of Crush Mobile 

Pro Forma Adjustments to the Condensed Combined Statements of Operations

(d)To record the issuance of an aggregate 7,904,000 shares of Northsight Capital common stock attributable to the acquisition agreement