NORTHSIGHT CAPITAL, INC. (Form: 10-Q, Received: 11/21/2011 11:48:18)

UNITED STATES

SECURITIES AND EXCHANGE COMMIS SION

Washington, D.C. 20549

______________

FORM 10-Q

______________

X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011

. 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

NORTHSIGHT CAPITAL, INC.

(Exact name of issuer as specified in its charter)


Nevada		26-2727362
(State or Other Jurisdiction of		(I.R.S. Employer I.D. No.)
incorporation or organization)

7740 East Evans Rd.

Scottsdale, AZ 85260

(Address of Principal Executive Offices)

(480) - 385 3893

(Registrant’s Telephone Number, Including Area Code)

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 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.


Large accelerated filer	.	Accelerated filer	.
Non-accelerated filer	. (Do not check if a smaller reporting company)	Smaller reporting company	X .

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes X . No .

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:


Class		Outstanding as of November 1, 2011
Common Capital Voting Stock, $0.001 par value per share		12,500,000 shares

FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, Financial Statements and Notes to Financial Statements contain forward-looking statements that discuss, among other things, future expectations and projections regarding future developments, operations and financial conditions. All forward-looking statements are based on management’s existing beliefs about present and future events outside of management’s control and on assumptions that may prove to be incorrect. If any underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected or intended.

PART I - FINANCIAL STATEMENTS

Item 1. Financial Statements.

September 30, 2011

C O N T E N T S


Condensed Balance Sheets	4
Condensed Statements of Operations	5
Condensed Statements of Cash Flows	6
Notes to Unaudited Condensed Financial Statements	7

NORTHSIGHT CAPITAL, INC.

(A Development Stage Company)

CONDENSED BALANCE SHEETS

September 30, 2011 and December 31, 2010


	September 30, 2011		December 31, 2010
	(Unaudited)

ASSETS

Current Assets
Cash	$	-	$	-
Total current assets		-		-
Total Assets	$	-	$	-

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts payable	$	-	$	2,739
Notes payable - related party		-		7,737
Total Current Liabilities		-		10,476
Total Liabilities		-		10,476

Stockholders' Deficit
Preferred Stock -- 10,000,000 shares authorized having a par value of $.001 per share; no shares issued and outstanding		-		-
Common Stock -- 100,000,000 shares authorized having a par value of $.001;12,500,000 and 944,397 shares issued and outstanding as of September 30, 2011and December 31, 2010, respectively		12,500		944
Additional Paid-in Capital		588,280		291,765
Accumulated Deficit during the Development Stage		(600,780)		(303,185)
Total Stockholders' Deficit		-		(10,476)
Total Liabilities and Stockholders' Deficit	$	-	$	-

See accompanying notes to condensed financial statements.

NORTHSIGHT CAPITAL, INC.

(A Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS

for the Three and Nine Months Ended September 30, 2011 and 2010, and

for the Period from Inception [May 21, 2008] through September 30, 2011

(Unaudited)


									Inception
									(May 21,
	For the Three Months Ended				For the Nine Months Ended				2008) Through
	September 30,				September 30,				September 30,
	2011		2010		2011		2010		2011

Revenues	$	-	$	-	$	-	$	-	$	-
						-		-		-
Operating expenses:
General administrative		4,000		1,666		5,695		5,371		55,149
Business plan development - related party		-		-		-		-		10,000
Consulting and indemnification expense - related party		-		-		250,000		13,500		330,350
Executive compensation - related party		-		-		-		-		5,100
Professional fees		6,900		5,276		41,900		23,150		165,088
Rent - related party		-		-		-		6,000		38,200
Research and development - related party		-		-		-		-		10,850
Travel		-		-		-		-		11,112
Total operating expenses		10,900		6,942		297,595		48,021		625,849
Other income (expenses)
Interest expense		-		-		-		(737)		(2,699)
Forgiveness of debt		-		-		-		27,768		27,768
Total other income (expenses)		-		-		-		27,031		25,069

Net income (loss) before income taxes		(10,900)		(6,942)		(297,595)		(20,990)		(600,780)
Provision for income taxes		-		-		-		(119)		-
Net income (loss)	$	(10,900)	$	(6,942)	$	(297,595)	$	(21,10)9	$	(600,780)


Weighted average common shares outstanding Basic and diluted		12,500,000		944,395		6,387,650		734,897

Income (loss) per common share Basic and diluted	$	(0.00)	$	0.01	$	(0.05)	$	(0.03)

See accompanying notes to condensed financial statements.

NORTHSIGHT CAPITAL, INC.

(A Development Stage Company)

CONDENSED STATEMENTS OF CASH FLOWS

for the Nine Months Ended September 30, 2011 and 2010, and

for the Period from Inception [May 21, 2008] through September 30, 2011

(Unaudited)


	For the Nine Months Ended September 30, 2011		For the Nine Months Ended September 30, 2010		From Inception (May 21, 2008) Through September 30, 2011

Cash Flows From Operating Activities
Net Income (Loss)	$	(297,595)	$	(21,109)	$	(600,780)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Gain on forgiveness of debt		-		(27,768)		(27,768)
Shares issued for services		-		-		10,000
Corporate expenses paid by shareholders		10,934		5,940		18,671
Warrants issued for payment of services		10,900		-		10,900
Changes in operating assets and liabilities:
Decrease in prepaid expenses		-		-		-
Increase (decrease) in accounts payable		(2,739)		(11,036)		27,768
Increase in accounts payable - related party		-		4,077		90,427
Increase in accrued interest payable - related party		-		737		2,699
Net Cash (Used) in Operating Activities		(278,500)		(49,159)		(468,083)

Cash Flows From Financing Activities
Proceeds from sale of common stock, net of offering costs		278,500		-		336,000
Proceeds from donated capital		-		121,894		121,994
Proceeds from notes payable		-		10,000		65,000
Payments to notes payable		-		(55,000)		(55,000)
Proceeds from notes payable - related party		-		1,000		29,340
Payments to notes payable - related party		-		(29,251)		(29,251)
Net Cash Provided by Financing Activities		278,500		48,643		468,083

Net Change In Cash		-		(516)		-
Beginning Cash Balance		-		516		-
Ending Cash Balance	$	-	$	-	$	-

Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for interest	$	-	$	-	$	-
Cash paid during the year for income taxes	$	-	$	-	$	-
Non-Cash Activities
Value of shares issued for services	$	-	$	-	$	10,000
Value of warrants issued for services	$	10,900	$	-	$	10,900
Conversion of debt to equity	$	16,681	$	10,000	$	26,681
Forgiveness of debt by principal owner credited to additional paid in capital	$	-	$	93,215	$	93,215

See accompanying notes to condensed financial statements.

NORTHSIGHT CAPITAL, INC.

(A Development Stage Company)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

September 30, 2011

NOTE 1 BASIS OF PRESENTATION

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, 2010. The results of operations for the nine month period ended September 30, 2011, are not necessarily indicative of the operating results for the full year.

NOTE 2 LIQUIDITY/GOING CONCERN

The Company does not have assets, nor has it established operations, and has accumulated losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. It is the intent of the Company to seek a merger with an existing, well-capitalized operating company. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 3 RELATED PARTY TRANSACTIONS

The Company had expenses and payables paid on its behalf by a shareholder in the amount of $10,934 during the nine month period ended September 30, 2011, resulting in a $16,681 balance due two related party shareholders. On April 12, 2011, the Company issued an aggregate total of 1,555,603 of its $0.001 par value common stock comprised of “restricted securities,” as defined in Rule 144 of the SEC, in consideration of $28,500 in cash and the cancellation of the related party shareholder debt in the amount of $16,681, for total consideration of $45,181, equal to approximately $0.029 per share. See also Note 4, Change of Control Transaction.

The securities were sold to two directors, Thomas J. Howells (327,000 shares) and Travis T. Jenson (327,000 shares); Jenson Services, Inc., a Utah corporation that is controlled by Messrs. Howells and Jenson (383,000 shares); and Kelly Trimble, a present principal shareholder of the Company (518,603 shares).

During the three month period ended September 30, 2011, the company issued 1,225,000 warrants to its parent, Safe Communications, Inc. (“SAFE”) to purchase a like number of its $0.001 par value common stock at an exercise price of $.20 per share. These warrants were issued for reimbursement of expenses ($10,900) paid by SAFE on behalf of the Company.

NOTE 4 CHANGE OF CONTROL TRANSACTION

Effective May 31, 2011, the Company and certain of its shareholders (Thomas Howells, Travis Jenson, Jenson Services, Inc. and Kelly Trimble, collectively, the “Principal Shareholders”) entered into a Stock Purchase Agreement dated as of May 27, 2011 (“SPA”) with Safe Communications, Inc., a Texas corporation (“Buyer”) under which the Buyer purchased for a $250,000 cash payment 10,000,000 shares of the Company’s common stock, representing 80% of the issued and outstanding common stock after giving effect to the purchase transaction. In addition, under the SPA, if the Buyer does not complete certain transactions within the time period prescribed by the SPA, the Buyer is obligated to pay the Company an additional $50,000 in cash.

Effective May 31, 2011, the Company also entered into a Principal Shareholders Agreement with each of the Principal Shareholders dated as of May 27, 2011 (“PSA”), under which the Company agreed make payments to the Principal shareholders in the aggregate amount of $250,000, in consideration of the Principal Shareholders’ undertakings in the SPA, including but not limited to their agreement to indemnify the Buyer in connection with the stock purchase contemplated in the SPA. If the Buyer is required to make the additional $50,000 payment referenced above, then the Company is required to pay such additional $50,000 to the Principal Shareholders in accordance with the PSA. Each of the Principal Shareholders is a significant shareholder of the Company, and, in addition, at the time of execution of the PSA, Messrs. Howells, Bassham and Jenson were directors of the Company, Mr. Howells was President and Mr. Bassham was Treasurer and Secretary.

NORTHSIGHT CAPITAL, INC.

(A Development Stage Company)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

September 30, 2011

NOTE 4 CHANGE OF CONTROL TRANSACTION (CONTINUED)

In connection with the closing of the transactions contemplated by the SPA, effective May 31, 2011, Travis Jenson resigned as President and Director of the Company, Thomas Howells resigned as a director of the Company and Wayne Bassham resigned as Treasurer and secretary of the Company. Mr. Bassham also tendered his resignation as a director of the Company, effective ten days after the Company’s mailing to its shareholders of an Information Statement on Schedule 14F-1. John P. Venners, President of the Buyer, was appointed interim President and a director of the Company, effective May 31, 2011. Mr. Venners was appointed an officer and director of the Company by Wayne Bassham, following the resignations of Messrs. Howells and Jenson, all as required by the SPA.

In connection with the closing of the stock purchase under the SPA, the Buyer obtained control of the Company by acquiring 80% of the Company’s issued and outstanding common stock and by having its designee, John P. Venners, President of the Buyer, appointed interim President and a director of the Company.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-looking Statements

Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following: general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.

Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Plan of Operations

Our Company’s plan of operation for the next 12 months is to: (i) consider a possible acquisition of going concern, including the possibility of engaging in a transaction with our parent company, (ii) adopt a business plan for any acquired business, and (iii) upon completion of an acquisition and funding, to commence the business operations of the acquired business.

During the next 12 months, provided we do not complete an acquisition during such period, our only foreseeable cash requirements will relate to maintaining our good standing as a corporation in our state of organization; the payment of our Securities and Exchange Commission and the Exchange Act reporting filing expenses, including associated legal and accounting fees; and costs incident to reviewing or investigating any potential business venture. We may have to raise additional funds during the next 12 months to fund our basic operating expenses.

Our common stock is currently quoted on the Over-the-Counter Bulletin Board (OTCBB) under the symbol NCAP.OB.

Results of Operations

Three Months Ended September 30, 2011 Compared to Three Months Ended September 30, 2010

We had no operations during the quarterly period ended September 30, 2011, nor do we have operations as of the date of this filing. We reported no sales during the three month periods ended September 30, 2011 and 2010. For the three months ended September 30, 2011 and 2010, we incurred operating expenses of approximately $11,000 and $6,900, respectively, an increase of approximately $4,000, or 57%. This increase is primarily attributable to an increase of approximately $1,700 for professional services and an increase of approximately $2,300 in general administrative expenses. For the three months ended September 30, 2011 and 2010, the Company reported a net loss of $10,900 and $6,942, respectively, an increase in net loss of approximately $4,000, or 57%. This increase in net loss is primarily attributable to the increase of approximately $4,000 in operating expenses.

Nine Months Ended September 30, 2011 Compared to Nine Months Ended September 30, 2010

We had no operations during the nine month period ended September 30, 2011, nor do we have operations as of the date of this filing. We reported no sales during the nine month periods ended September 30, 2011 and 2010. For the nine months ended September 30, 2011 and 2010, we incurred operating expenses of approximately $298,000 and $48,000, respectively, an increase of approximately $250,000, or 521%. This increase is primarily attributable to the increase of approximately $237,000 in consulting fees and a $19,000 increase in professional fees, partially offset by a $6,000 decrease in related party rent. For the nine months ended September 30, 2011, net loss increased approximately $276,000 to $298,000 from $21,000. This increase in net loss is primarily attributable to the increase of approximately $250,000 in operating expenses, partially offset by a decrease in other income, consisting primarily of $28,000 in forgiveness of debt income.

Liquidity and Capital Requirements

We have no cash or cash equivalents on hand. If additional funds are required, such funds may be provided by our parent company or we may raise funds from third parties, either in the form of debt or equity. During the nine month period ended September 30, 2011, expenses were paid by a former principal shareholder in the amount of $10,934, which resulted in a balance due to related party shareholders in the amount of $16,681. On April 12, 2011, the Company issued 574,603 restricted shares of its $0.001 par value common stock in cancellation of its $16,681 debt obligation to the related party shareholders. Also, during the quarter ended September 30, 2011, SAFE, the Company’s parent, paid $10,900 to outside professionals for services rendered on behalf of the Company. The Company reimbursed SAFE by issuing 1,225,000 warrants to purchase a like number of its $0.001 par value common stock at an exercise price of $.20 per share.

Off-balance Sheet Arrangements

None.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not required.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the Securities and Exchange Commission, and that such information is accumulated and communicated to management, including the President and Secretary, to allow timely decisions regarding required disclosures.

Under the supervision and with the participation of our management, including our President and Treasurer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based upon that evaluation, our President and Treasurer concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

During the fiscal quarter covered by this Quarterly Report, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Not required.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During August, 2011, we issued our parent company, SAFE, warrants to purchase 1,225,000 shares of our common stock, at an exercise price of $.20 per share, in full satisfaction of SAFE having paid $10,900 in expenses we incurred.

Item 3. Defaults Upon Senior Securities

None; not applicable.

Item 4. [Removed and Reserved]

Item 5. Other Information

Item 6. Exhibits

(a) Exhibits


Exhibit No.	Identification of Exhibit

4.1	Form of Common Stock Purchase Warrant issued to SAFE
31.1	Certification of John P. Venners Pursuant to Section 302 of the Sarbanes-Oxley Act.
31.2	Certification of John P. Venners Pursuant to Section 302 of the Sarbanes-Oxley Act.
32	Certification of John P. Venners Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act.

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)


Date:	11/17/11	By:	/s/John P. Venners
			John P. Venners, President and Director(Principal executive and financial officer)

Exhibit 4.1

NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR STATE SECURITIES LAWS. NO SALE, TRANSFER OR OTHER DISPOSITION OF THIS WARRANT OR SAID SHARES MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER SUCH LAWS IS AVAILABLE.


Warrant No. _____	STOCK PURCHASE WARRANT	No. of Shares: __________

To Subscribe for and Purchase Common Stock of

Northsight Capital, Inc.

THIS CERTIFIES that, for value received, _______________ (together with any subsequent transferees of all or any portion of this Warrant, the “Holder”), is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase from Northsight Capital, Inc., a Nevada Corporation (hereinafter called the “Company”), at the price hereinafter set forth in Section 2, up to ______________ fully paid and non-assessable shares (the “Shares”) of the Company’s Common Stock, $.001 par value per share (the “Common Stock”).

Definitions. As used herein the following term shall have the following meaning:

“Act” means the Securities Act of 1933, as amended, or a successor statute thereto and the rules and regulations of the Securities and Exchange Commission issued under that Act, as they each may, from time to time, be in effect.

Purchase Rights. The purchase rights represented by this Warrant shall be exercisable by the Holder in whole or in part at any time after the date hereof. The purchase rights represented by this Warrant shall expire on ___________. This Warrant may be exercised for Shares at a price of __________ ($___) per share, subject to adjustment as provided in Section 6 (the “Warrant Purchase Price”).

Exercise of Warrant . Subject to Section 2 above, the purchase rights represented by this Warrant may be exercised, in whole or in part and from time to time, by the surrender of this Warrant, the duly executed Notice of Exercise (the form of which is attached as Exhibit A), and a form of subscription letter acceptable to the Company, at the principal office of the company and by payment to the Company, by check, of an amount equal to the then applicable Warrant Purchase Price per share multiplied by the number of Shares then being purchased. Upon exercise, the Holder shall be entitled to receive, within a reasonable time, a certificate or certificates, issued in the Holders’ name or in such name or names as the Holder may direct, for the number of Shares so purchased. The Shares so purchased shall be deemed to be issued as of the close of business on the date on which this Warrant shall have been exercised.

Shares to be Issued . Reservation of Shares. The Company covenants that the Shares that may be issued upon the exercise of the purchase rights represented by this Warrant will, upon issuance in accordance herewith, be fully paid and non-assessable, and free from all liens and charges with respect to the issue thereof. During the period within which the purchase rights represented by the Warrant may be exercised, the Company will, at all times, have authorized and reserved, for the purpose of issuance upon exercise of the purchase rights represented by this Warrant, a sufficient number of shares of its Common Stock to provide for the exercise of the right represented by this Warrant.

No Fractional Shares . No fractional shares shall be issued upon the exercise of this Warrant. In lieu thereof, a cash payment shall be made equal to such fraction multiplied by the fair market value of such shares of Common Stock, as determined in good faith by the Company’s Board of Directors.

Adjustments of Warrant Purchase Price and Number of Shares. If there shall be any change in the Common Stock of the Company, through merger, consolidation, reorganization, recapitalization, stock dividend, stock split or other change in the corporate structure of the Company, appropriate adjustments shall be made by the Board of Directors of the Company (or if the Company is not the surviving corporation in any such transaction, the Board of Directors of the surviving corporation) in the aggregate number and kind of shares subject to this Warrant, and the number and kind of shares and the price per share then applicable to the shares covered by the unexercised portion of this Warrant.

No Rights as Shareholders . This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company prior to the exercise of this Warrant and the payment for the Shares so purchased. Notwithstanding the foregoing, the Company agrees to transmit to the Holder such information, documents and reports as are generally distributed to holders of the capital stock of the Company concurrently with the distribution thereof to the shareholders. Upon valid exercise of this Warrant and payment for the Shares so purchased in accordance with the terms of the Warrant, the Holder or the Holder’s designee, as the case may be, shall be deemed a shareholder of the Company.

Sale or Transfer of the Warrant and the Shares; Legend . The Warrant and the Shares shall not be sold or transferred unless either (i) they first shall have been registered under applicable Federal and State Securities laws, or (ii) such sale or transfer is exempt from the registration requirements of such laws. Each certificate representing any Warrant shall bear the legend set out on page 1 hereof. Each certificate representing any Shares shall bear a legend substantially in the following form, as appropriate:

THE SHARES EVIDENCED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFEFCTIVE REGISTRATION STATEMENT RELATED THERETO UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS.

The Warrant and Shares may be subject to additional restrictions on transfer imposed under applicable state and federal securities law.

Modifications and Waivers . This Warrant may not be changed, waived, discharged or terminated except by an instrument in writing signed by the party against which enforcement of the same is sought.

10.

Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder or the Company shall be delivered, or shall be sent by certified or registered mail, postage prepaid, to the Holder at its address shown on the books of the Company, or in the case of the Company, at the address indicated therefore on the signature page of this Warrant, or, if different, at the principal office of the Company.

11.

Loss, Theft, Destruction or Mutilation of Warrant . The Company covenants with the Holder that upon its receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant or any stock certificate and, in the case of any such loss, theft or destruction, of an indemnity or security reasonably satisfactory to it, and upon reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant or stock certificate.

12.

Binding Effect on Successors. This Warrant shall be binding upon any corporation succeeding the Company by merger, consolidation or acquisition of all or substantially all of the Company’s assets, and all of the obligations of the Company relating to the Shares issuable upon exercise of this Warrant shall survive the exercise and termination of this Warrant and all of the covenants and agreements of the Company shall inure to the benefit of the successors and assigns of the Holder.

13.

Governing Law . This Warrant shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Nevada, without regard to the conflicts of law provisions thereof.

IN WITNESS WHEREOF, Northsight Capital, Inc. has caused this Warrant to be executed by its officer thereunto duly authorized.

ORIGINAL ISSUANCE AS OF: ___________

Northsight Capital, Inc.

______________________________________

By: John P. Venners, President

EXHIBIT A

NOTICE OF EXERCISE

To:

Northsight Capital, Inc.,

The undersigned hereby elects to purchase ____________ shares of Common Stock of Northsight Capital, Inc. pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full.

Please issue a certificate or certificates representing said shares in the name of the undersigned or in such other name or names as are specified below.

The undersigned represents that the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares. The undersigned further represents that such shares shall not be sold or transferred unless either (i) they first shall have been registered under applicable federal and state securities laws or (ii) an exemption from applicable federal and state registration requirements is available.

In the event of partial exercise, please re-issue an appropriate Warrant exercisable into the remaining shares.

_________________________________

Name

_________________________________

Address

_________________________________

Signature

_________________________________

Date

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John P. Venners, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Northsight Capital, Inc. (the “Registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the Registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions);

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.


Date:	11/17/11	By:	/s/John P. Venners
			John P. Venners President and Director
			Northsight Capital, Inc.

Exhibit 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John P. Venners, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Northsight Capital, Inc. (the “Registrant”);

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.


Date:	11/17/11	By:.	/s/ John P. Venners
			John P. Venners, Secretary/Treasurer and Director
			Northsight Capital, Inc.

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Northsight Capital, Inc. (the “Registrant”) on Form 10-Q for the quarter ending September 30, 2011, as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), I ,John P. Venners, President, Secretary, Treasurer and Director of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Quarterly Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and result of operations of the Registrant.


Date:	11/17/11	By:	/s/John P. Venners
			John P. Venners
			President and Director
			Northsight Capital, Inc.

Date:	11/17/11	By:	/s/ John P. Venners
			John P. Venners, Secretary/Treasurer and Director
			Northsight Capital, Inc.