UNITED STATES
SECURITIES AND EXCHANGE COMMIS
SION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2017
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to____________
Commission File Number: 000-53661
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NORTHSIGHT CAPITAL, INC.
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(Exact name of issuer as specified in its charter)
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Nevada
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26-2727362
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(State or Other Jurisdiction of incorporation or organization)
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(I.R.S. Employer I.D. No.)
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7580 E Gray Rd., Ste 103
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Scottsdale, AZ 85260
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(Address of Principal Executive Offices)
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(480) 385-3893
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(Registrant’s Telephone Number, Including Area Code)
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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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[ ]
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Accelerated filer
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[ ]
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Non-accelerated filer
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[ ] (Do not check if a smaller reporting company)
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Smaller reporting company
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[X]
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Emerging growth company
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[ ]
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Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
The number of shares outstanding of each of the Registrant’s classes of common equity, as of the latest practicable date:
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Class
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Outstanding as of August 18, 2017
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Common Capital Voting Stock, $0.001 par value per share
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117,718,241 shares
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Explanatory Note
The sole purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q (the “Form 10-Q”) of Northsight Capital, Inc. for the quarterly period ended June 30, 2017, filed with the Securities and Exchange Commission on August 21, 2017, is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to the Form 10-Q provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).
No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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PART II - OTHER INFORMATION
Item 6. Exhibits
(a)
Exhibits
Identification of Exhibit
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3.1
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Articles of Incorporation, as amended (1)
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3.2
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Bylaws (1)
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10.1
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Asset Purchase Agreement between the Company and Kae Park, dated May 2, 2014 (2)
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10.2
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Amended and Restated Promissory Note issued to Kae Yong Park July 25, 2014 (3)
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10.3
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Agreement with Howard R. Baer dated December 2, 2014 (5)
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10.4
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Agreement with Kae Yong Park and Howard R. Baer regarding Funding (4)
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10.5
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Amended and Restated Promissory Note Issued to Kae Yong Park and Howard R. Baer Dated September 30, 2015 (6)
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10.6
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Agreement with Sandor Capital Master Fund (4)
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10.8
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Security Agreement with Kae Yong Park and Howard R. Baer Dated September 30, 2015 (6)
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10.9
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Joint Venture Agreement with Tumbleweed Holdings, Inc., dated February 29, 2016 (7)
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10.10
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Form of Convertible Note issued to Tumbleweed Holdings, Inc., dated February 29, 2016 (7)
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10.11
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Form of Note issued to Sandor Capital Master Fund dated May 11, 2016 (8)
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10.12
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Form of Note issued to John Lemak dated May 15, 2017 (9)
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10.13
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Settlement Agreement with Tumbleweed Holdings, Inc., dated July 17, 2017 (10)
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10.14
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Purchase and Sale Agreement with Crush Mobile, LLC, dated August 8, 2017 (10)
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10.15
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Form of Note issued to Sandor Capital Master Fund dated April 1, 2017 (10)
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10.16
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Form of Note issued to Sandor Capital Master Fund dated April 1, 2017 (10)
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10.17
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Form of Note extension issued to Sandor Capital Master Fund dated August 17, 2017 (10)
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10.18
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Form of Note issued to John Lemak dated April 1, 2017 (10)
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10.19
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Form of Note issued to John Lemak dated August 17, 2017 (10)
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10.20
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Form of Note issued to John Lemak dated August 17, 2017 (10)
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31.1
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Certification of Principal Executive and Principal Financial Officer as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002 *
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32.1
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Certification of Principal Executive and Principal Financial Officer pursuant to 18 U.S.C section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
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(1)
Filed as Exhibits to our Form S-1 Registration Statement on July 11, 2008 and incorporated herein by reference.
(2)
Filed as Exhibit 4.01 to our Current Report on Form 8-K filed on May 7, 2014 and incorporated herein by reference.
(3)
Filed as Exhibit to our Form 10-Q filed on May 20, 2015 and incorporated herein by reference.
(4)
Filed as Exhibits to our Form 10K filed on May 20, 2015 and incorporated herein by reference.
(5)
Filed as Exhibit to our Form S-1 Registration Statement on December 12, 2014 and incorporated herein by reference.
(6)
Filed as Exhibits to our Form 10Q filed on November 20, 2015 and incorporated herein by reference.
(7)
Filed as Exhibits to our Form 10K filed on April 14, 2016 and incorporated herein by reference.
(8)
Filed as Exhibits to our Form 10Q filed on May 16, 2016 and incorporated herein by reference.
(9)
Filed as Exhibits to our Form 10Q filed on May 15, 2017 and incorporated herein by reference.
(10)
Filed as Exhibits to our Form 10Q filed on August 21, 2017 and incorporated herein by reference.
*
Filed herewith
**
Furnished, not filed
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
NORTHSIGHT CAPITAL, INC.
(Issuer)
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Date:
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August 23, 2017
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By:
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/s/John Venners
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John Venners,
EVP Operations and Director
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