Mail Stop 3561
November 22, 2017
Via E-mail
John Venners
Principal Executive Officer
Northsight Capital, Inc.
7580 East Gray Rd., Suite 103
Scottsdale, AZ 85260
Re: Northsight Capital, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed October 31, 2017
File No. 333-216863
Dear Mr. Venners:
We have reviewed your registration statement and have the following
comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.
Prospectus Cover
1. Please revise the third paragraph and throughout the filing, including
in the Plan of
Distribution, that your shares are quoted on the OTC Pink marketplace
and that the
selling shareholders will sell at a fixed price until your shares are
quoted on the OTC
Bulletin Board, the OTCQX or OTCQB, at which time the shares may be sold
at
prevailing market prices or in privately negotiated transactions.
Northsight Capital, Inc., page 6
2. Please describe the material terms of your agreement with Crush Mobile,
LLC including
the variety of conditions you reference. Clarify the terms under which
management of
Crush Mobile will take over management of the company.
John Venners
Northsight Capital, Inc.
November 22, 2017
Page 2
3. Given your financing challenges, please tell us how you intend to meet
the financing
conditions for the acquisition.
Governmental Regulation, page 27
4. We note your statement on this page that certain federal laws regarding
cannabis do not
currently apply to your business. Please describe in greater detail the
basis for this
statement, including the company's inquiry into this matter. Make
similar changes in
your risk factor titled "Evolving Regulation of the Cannabis Industry
May Affect Us
Adversely" on page 19.
Transactions with Related Parties, page 38
5. Please provide complete disclosure of related party transactions for
the two fiscal years
preceding the registrant's last fiscal year as required by Instruction
1 to Item 404 of
Regulation S-K. Disclose the name of each related person, including
significant
shareholders as required by Item 404(a)(1) of Regulation S-K.
Signatures
6. Please revise the signature blocks, to conform to the form required by
Form S-1, to
clearly indicate the date the filing is signed by each signer and that
the registration
statement is being signed by each person in the capacity indicated.
Interim Financial Statements for the six month period ended June 30, 2017
7. We note that you did not provide an interim statement of stockholder's
deficit but
discussed transactions in the notes. There does not appear to be
sufficient information in
the notes to support the changes in the equity balances. Please provide
us with a
summarized roll-forward schedule of each of the separate accounts
comprising
shareholders' equity from December 31, 2016 to September 30, 2017.
Notes to Unaudited Condensed Financial Statements
Note 16 Revision of Prior Period Financial Statements, page F-12
8. We note your disclosure that during the second quarter of 2017, you
identified an
immaterial error relating to the recognition of warrants not yet
received during the year
ended December 31, 2016. We also note that you have corrected this
error for the interim
period ended June 30, 2016. Please provide us the following:
quantify the effect of this error to any of the prior periods
not mentioned in your
disclosures, including the impact on your results of operations
for the year ended
December 31, 2016; and
John Venners
Northsight Capital, Inc.
November 22, 2017
Page 3
provide an explanation of the quantitative and qualitative
factors considered by
management in determining that the effect of the loss on
securities in the amount
of $175,044 or 13% increase in net loss was not material to
results of operations
for the interim period ended June 30, 2016 or to any of the
prior periods affected
by this error.
Note 17- Subsequent Events, page F-14
9. We note that you entered into a definitive agreement to acquire all the
outstanding
membership interests of Crush Mobile, LLC for an aggregate of
approximately 8 million
shares of common stock, plus $85,000 in cash on August 8, 2017. Please
provide the
financial statements for Crush Mobile, LLC and the pro forma financial
information as
required by Rule 3-05 and Article 11 of Regulation S-X.
Exhibits
10. The legal opinion should be based on a review of all necessary or
appropriate documents
for the purposes of the opinion and not merely the documents counsel
subjectively deems
necessary. Such documents should not be qualified or limited by
reference to a list of
enumerated documents such as Schedule B. Please revise accordingly.
11. Please include all your material agreements, including your agreement
with Crush Mobile
in your list of exhibits.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
John Venners
Northsight Capital, Inc.
November 22, 2017
Page 4
You may contact Joanna Lam, Staff Accountant, at 202 551-3476 or Nasreen
Mohammad, Assistant Chief Accountant, at (202) 551-3773 if you have questions
regarding
comments on the financial statements and related matters. Please contact Ruairi
Regan at (202)
551-3269 or Brigitte Lippmann at (202) 551-3713 if you have any other
questions.
Sincerely,
/s/ Brigitte Lippmann
(for)
John Reynolds
Assistant Director
Office of Beverages,
Apparel and Mining
cc: John G. Nossiff, Esq.
The Nossiff Law Firm, LLP