UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549





Form
10-K





x ANNUAL REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For
the fiscal year ended December 31,
2008





 ̈ TRANSITION REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





Commission
file number: 333-152290





NORTHSIGHTCAPITAL,
INC.








Nevada
            
            26-2727362(State
      or other jurisdiction of incorporation or organization)
            
            (I.R.S.
      Employer Identification No.)





14301
      North 87th
      Street, Suite 301Scottsdale,
      AZ
            
            85260(Address
      of principal executive offices)
            
            (Zip
      Code)





Registrant's
telephone number:     (480)
272-7290





Copies
of Communications to:


Stoecklein
Law Group


402
West Broadway


Suite
690


San
Diego, CA 92101


(619)
704-1310


Fax
(619) 704-1325





Securities
registered under Section 12(b) of the Act:  None





Securities
registered under Section 12(g) of the Act:  None





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes
 ̈  No
x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


Yes
x  No
 ̈





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 if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405) is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.


 ̈





Indicate
by check mark whether the registrant a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a small reporting company. See the
definitions of "large accelerated filer," "accelerated filer" and "small
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 Act).


Yes
x No
 ̈





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of June 30,
2008 (the last business day of the registrant's most recently completed second
fiscal quarter) was $55,000 based on a share value of $0.10.





The
number of shares of Common Stock, $0.001 par value, outstanding on March 30,
2009 was 1,400,000 shares.





NORTHSIGHT
CAPITAL, INC.


FOR
THE FISCAL YEAR ENDED


DECEMBER
31, 2008





Index
to Report


on
Form 10-K








PART
      I
            PageItem
      1.
            Business
            2Item
      1A.
            Risk
      Factors
            7Item
      1B.
            Unresolved
      Staff Comments
            12Item
      2.
            Properties
            12Item
      3.
            Legal
      Proceedings
            13Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            13PART
      IIItem
      5.
            Market
      for Registrant's Common Equity and Related Stockholder Matters and Issuer
      Purchases of Equity Securities
            13Item
      6.
            Selected
      Financial Data
            15Item
      7.
            Plan
      of Operation
            15Item
      7A.
            Quantitative
      and Qualitative Disclosures About Market Risk
            20Item
      8.
            Financial
      Statements and Supplementary Data
            20Item
      9.
            Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure
            20Item
      9A (T)
            Control
      and Procedures
            21Item
      9B.
            Other
      Information
            22PART
      IIIItem
      10.
            Directors,
      Executive Officers, Promoters and Corporate Governance
            22Item
      11.
            Executive
      Compensation
            26Item
      12.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
            26Item
      13.
            Certain
      Relationships and Related Transactions, and Director
      Independence
            27Item
      14
            Principal
      Accounting Fees and Services
            27PART
      IVItem
      15.
            Exhibits,
      Financial Statement Schedules
            28





FORWARD-LOOKING
STATEMENTS





This
document contains forward-looking statements.  All statements other
than statements of historical fact are “forward-looking statements” for purposes
of federal and state securities laws, including, but not limited to, any
projections of earnings, revenue or other financial items; any statements of the
plans, strategies and objections of management for future operations; any
statements concerning proposed new services or developments; any statements
regarding future economic conditions or performance; any statements or belief;
and any statements of assumptions underlying any of the foregoing.





Forward-looking
statements may include the words “may,” “could,” “estimate,” “intend,”
“continue,” “believe,” “expect” or “anticipate” or other similar
words.  These forward-looking statements present our estimates and
assumptions only as of the date of this report.  Accordingly, readers
are cautioned not to place undue reliance on forward-looking statements, which
speak only as of the dates on which they are made.  Except for our
ongoing securities laws, we do not intend, and undertake no obligation, to
update any forward-looking statement.  Additionally, the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995 most likely
do not apply to our forward-looking statements as a result of being a penny
stock issuer.  You should, however, consult further disclosures we
make in future filings of our Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K.





Although
we believe the expectations reflected in any of our forward-looking statements
are reasonable, actual results could differ materially from those projected or
assumed in any of our forward-looking statements.  Our future
financial condition and results of operations, as well as any forward-looking
statements, are subject to change and inherent risks and
uncertainties.  The factors impacting these risks and uncertainties
include, but are not limited to:





o
            our
      ability to diversify our
operations;


o
            our
      ability to implement our business plan of producing unique, proprietary
      water products;


o
            inability
      to raise additional financing for working
  capital;


o
            the
      fact that our accounting policies and methods are fundamental to how we
      report our financial condition and results of operations, and they may
      require management to make estimates about matters that are inherently
      uncertain;


o
            our
      ability to attract key personnel;


o
            our
      ability to operate profitably;


o
            deterioration
      in general or regional economic
conditions;


o
            changes
      in U.S. GAAP or in the legal, regulatory and legislative environments in
      the markets in which we operate;


o
            adverse
      state or federal legislation or regulation that increases the costs of
      compliance, or adverse findings by a regulator with respect to existing
      operations;


o
            inability
      to achieve future sales levels or other operating
  results;


o
            the
      inability of management to effectively implement our strategies and
      business plans;


o
            the
      unavailability of funds for capital expenditures;
  and


o
            other
      risks and uncertainties detailed in this
report.


1


For
a detailed description of these and other factors that could cause actual
results to differ materially from those expressed in any forward-looking
statement, please see Item 1A. Risk Factors in this document.





Throughout
this Annual Report references to “we”, “our”, “us”, “Northsight”, “the Company”,
and similar terms refer to Northsight Capital, Inc.





AVAILABLE
INFORMATION





We
file annual, quarterly and special reports and other information with the SEC
that can be inspected and copied at the public reference facility maintained by
the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549-0405.
Information regarding the public reference facilities may be obtained from the
SEC by telephoning 1-800-SEC-0330. The Company’s filings are also available
through the SEC’s Electronic Data Gathering Analysis and Retrieval System which
is publicly available through the SEC’s website (www.sec.gov). Copies of such
materials may also be obtained by mail from the public reference section of the
SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549-0405 at prescribed
rates.





PART
I





ITEM
1.                      BUSINESS





General
Business Development





Northsight
is a development stage company incorporated in the State of Nevada on May 21,
2008. We were formed to engage in the business of marketing, developing, and
producing unique, proprietary water products, each which will have a health
benefit to the consumer.  Northsight’s intended line of enhanced
bottled waters is based upon the experience and expertise of our founder,
designed to make everyday hydration and nutrition a more enjoyable
experience.  In May of 2008 we commenced our planned principal
operations, and therefore have no significant assets.





Since
our inception on May 21, 2008 through December 31, 2008, we have not generated
any revenues and have incurred a net loss of $128,877. In May of 2008 our only
business activity was the formation of our corporate entity and the development
of our business model.  On July 11, 2008 we filed an S-1 Registration
Statement with the SEC and the registration statement became effective on July
21, 2008. We anticipate the commencement of generating revenues in the next
twelve months, of which we can provide no assurance. The capital we raised in
the filed registration statement has been budgeted to cover the costs associated
with the offering, travel expenses, product development, working capital, and
covering various filing fees and transfer agent fees.





Current
Business Operations





On
November 7, 2008, we closed our direct public offering and were able to raise
$55,000 as proposed.  We believe that the proceeds of the offering
will enable us to maintain our operations and working capital requirements for
at least the next 12 months, without taking into account any internally
generated funds from potential operations. Out of the $55,000 raised we have
allocated net proceeds of $50,000, which should comply with our business plan of
operations for the next 12 months based on our capital expenditure
requirements.





2


Principal Products and
Services





We
intend to introduce a new line of enhanced bottled water products to the grocery
and retail markets. We are developing a line of enhanced bottled waters using a
cold fill process. Using the cold fill process, Northsight is intending to
transform the bottled water industry by offering proprietary enhanced bottled
water.  With an appropriate level of capital resources from outside
investors, our primary business focus will be on establishing our initial
products.





According
to Mr. Nickolas, our sole officer and director, Northsight’s first product
formulations are intended to be as follows:





·
            Lean Water for Weight
      Management-Weight Management Water is a product being formulated to
      build lean muscle mass, suppress appetite and promote optimum intestinal
      health.  It will combine Super Citrimax appetite suppressor,
      increased calcium and magnesium absorption and support to a healthy
      digestive system.  Each bottle is intended to deliver 750mgs of
      active ingredients.


·
            Joint Health Water-Joint
      Health Water is being formulated to contain Regenasure, a proprietary form
      of Glucosamine Hydrochloride.  Glucosamine Hydrochloride is a
      unique fermentation derived glucosamine.  It is produced from a
      vegetable source and is the only non-animal, non-shellfish derived
      glucosamine hydrochloride.  Glucosamine alleviates joint pain by
      re-building the collagen in sour elbows and knees.  Each 500 ml
      bottle is being formulated to contain 750mgs of
      glucosamine.  Two bottles would deliver the 100% daily dosage of
      glucosamine recommended by health
professionals.


·
            Immune Water-Immune
      Booster Water is being formulated to contain a combination of Calcium
      Lactate Gluconate, Ascorbic Acid, Maca Extract, Zinc Aspartate, Selenium
      Chelated Amino Acid, Sun-Active Iron, Ortho Silicilic Acid (extracted from
      bamboo) and Germanium.  These ingredients are ideal in promoting
      a healthy immune system over a period of
time.


·
            Calcium w/Minerals
      Water-Calcium with Minerals
      Water contains Aquamin, a natural calcified mineral
      source.  Harvested off the west coast of Ireland, Aquamin is a
      product of vegetable origin that provides bioactive calcium, magnesium and
      trace minerals for bone health and overall wellness.  We intend
      to formulate a product that ensures that the calcium is completely
      dissolved and bio-available.  Each 500 ml bottle contains 350mgs
      of Aquamin.


·
            Digestive Health w/Fiber
      Water-Digestive Health (w/Fiber) Water is being formulated to
      contain Frutafit, a fructo-oligosacchride from Chicory
      Root.  Frutafit is a soluble, pre-biotic complex carbohydrate
      that promotes digestive health by selectively increasing beneficial
      bacteria (bifidous) while decreasing harmful bacteria (E. coli,
      salmonella, etc.).  This in turn regulates gut health and helps
      to prevent both constipation and diarrhea.  Each 500 ml bottle
      is being formulated to contain 2500mgs of dietary fiber.  Two
      bottles, when available, will contain a fiber content of 5g that will
      represent 20% of the 25g daily intake of fiber recommended by health
      professionals.


·
            Fresh o2 Breath Freshening
      Water-Fresh o2 Breath Freshening Water is being formulated to
      contain a sensate needed for strong teeth and good oral care with a unique
      ability to create tasteless water that actually refreshes the palette
      without incorporating a flavor.  The refreshing taste of menthol
      without the taste.


·
            Glucose Regulator
      Water-Glucose Regulator Water is being formulated to contain
      Chromium.  Chromium is an essential trace mineral that aids in
      the glucose metabolism, regulation of insulin’s action and the healthy
      blood glucose and triglyceride levels.  This product can be used
      by both diabetics and athletes as chromium is vital for the transportation
      of glucose into cells (energy), regulating blood sugar levels, increasing
      insulin sensitivity, reducing body fat and increasing lean muscle
      mass.  Each 500 ml bottle contains 100mcgs of active
      ingredient.





3


Distribution Methods and
Marketing





Northsight’s
future products are intended to bring news and excitement to the categories in
which it competes. Consumers are seeking new products that offer convenience and
added health benefits.  Northsight intends to introduce new product entries
as research and funds permit.  They will all leverage the unique
access to cold –fill, enhanced bottled water, which has been formulated by Mr.
Nickolas.  Northsight’s product strategy is to deliver enhanced
bottled waterwhich leverages
prevailing industry trends, which are convenientlyincorporated into the
average American lifestyle.  Northsight is focused on finding ways to
bring more health conscious products into the market.  The
proposedproduct
line will establish a solid base from which the Company will extend itsbrand
and build a franchise with line extensions and new products.





Once
the initial products are established, Northsight plans on obtaining shelving
space for our products in major grocery centers in Arizona and California.
Secondary focus will be on other areas, to help build necessary distribution by
year 5.





Sources and Availability of
Raw Materials and Principal Suppliers





Once
Northsight has raised enough capital to begin production of its intended
products, we will need to purchase beverage flavors and raw materials for our
packaging and labeling, which will most likely be supplied by independent
suppliers.  It is Northsight’s intention to locate two or more sources
for the manufacture and packaging of our products.





Northsight
intends to produce its products by utilizing a cold fill process.  One
of the primary benefits of the organic cold fill process is the ability to
utilize a cold fill beverage plant as opposed to a hot fill or aseptic
manufacturing facility to make the Northsight line of
products.  Northsight will be contracting with an appropriate
facility.   We are looking for a facility which is equipped to
handle capacity of 120 bottles per minute, or the equivalent of 1.3 million
cases per year, on a two shift, five days per week basis.


4


Intellectual
Property





Upon
completion of our brand development, we will regard substantial elements of our
brands and underlying intellectual property as proprietary and attempt to
protect them by relying on trademark, service mark and trade secret laws,
restrictions on disclosure and transferring title and other methods. We
currently do not have any intellectual property we consider proprietary, as we
are currently in our development stage.





Personnel





We
are a development stage company and currently have only one part-time employee,
Steve Nickolas, who is also our sole officer and director. We look to Mr.
Nickolas for his entrepreneurial skills and talents. It is Mr. Nickolas who
provided us his experience and knowledge for development of our business
plan.  Initially Mr. Nickolas will coordinate all of our business
operation and has provided the working capital to cover our initial
expense.





We
plan to use consultants, attorneys, accountants, and technology personnel, as
necessary and do not plan to engage any additional full-time employees in the
near future. We believe the use of non-salaried personnel allows us to expend
our capital resources as a variable cost as opposed to a fixed cost of
operations. In other words, if we have insufficient revenues or cash available,
we are in a better position to only utilize those services required to generate
revenues as opposed to having salaried employees. We may hire marketing
employees based on the projected size of the market and the compensation
necessary to retain qualified sales employees; however, we do not intend to hire
these individuals within the next 12 months. A portion of any employee
compensation likely would include the right to acquire our stock, which would
dilute the ownership interest of holders of existing shares of our common
stock.





Competition and Market
Overview





The
beverage industry is highly competitive, although it may be undergoing a
substantial change with regards to consumers and U.S. regulatory bodies that are
increasingly recommending health conscious diets. Our intended beverage products
will compete not only with other similar beverages, but also with other types of
beverages, including soft drinks, coffee, beer, wine, and fruit juices. The
principal areas of competition are pricing, packaging, development of new
products and flavors, and marketing campaigns. Our products compete with a wide
range of drinks produced by a relatively large number of manufacturers, most of
which have substantially greater financial, marketing, and distribution
resources than we do.





Unlike
the typical consumer who thinks of bottled water as a commodity product strictly
for hydration purposes, Northsight’s products will be packaged and marketed for
individuals who take an active role in their own or their family’s wellness and
health.  This customer base has become more widely targeted over the
past few years as large consumer companies have created products specifically
for this audience.  These efforts have generated a much broader
awareness of enhanced waters, laying the groundwork for a superior product, such
as the line Northsight intends to offer.


5


Government
Regulation





We
anticipate that our products will be required to comply with applicable laws in
the United States. Flavored or enhanced waters are subject to a number of strict
federal, state and industry regulations. These serve to ensure that the product
is consistent in public safety and quality. The United States Food and Drug
Administration (FDA) regulate flavored and enhanced waters as a packaged food
product. Flavored and enhanced waters also must meet state regulations that, in
some cases, are more stringent than the prevailing FDA and EPA standards. We
also anticipate that the FDA will regulate the labeling of our
products.





Government
Regulation of Bottled Water





Prior
to 1996, bottled water was regulated in the same fashion as municipal water.
Municipal water is regulated not as a food by the FDA, but as a commodity by the
Environmental Protection Agency (EPA) pursuant to the Safe Drinking Water Act
which only provided for certain mineral/chemical content requirements so as to
ensure water safety, not product definition.





In
1996, the United States enacted statutes and regulations to regulate bottled
water as a food. Accordingly, bottled water must meet FDA standards for
manufacturing practices and chemical and biological purity. Furthermore, these
standards undergo a continuous process of revision. The labels affixed to
bottles and other packaging of the water is subject to FDA restrictions on
health and nutritional claims for foods.





As
of 1996, bottled water is fully regulated as a food by the FDA under the Federal
Food, Drug, and Cosmetic Act (“FFDCA”) 21 U.S.C. 301. The FFDCA defines food as
"articles used for food or drink for man or other animals." This includes
bottled water sold in containers at retail outlets as well as containers
distributed to the home and office market. This legislation was designed to
ensure that bottled water companies clearly and accurately define the type of
water that was being bottled and sold to the public. The FDA adopted the basic
mineral/chemical guidelines employed by the EPA, while making some aspects more
stringent.





Bottled
water is also subject to state and local regulation. Bottled water must
originate from an “approved source” in accordance with standards prescribed by
the state health department in each of the states in which the Company’s
products will be sold. The source must be inspected and the water sampled,
analyzed and found to be of safe and wholesome quality. There are annual
compliance monitoring tests of both the source and the bottled water. The health
departments of the individual states also govern water purity and safety,
labeling of bottled water products and manufacturing practices of
producers.





Government
Regulation of Enhanced Beverages





Enhanced
beverages are regulated in similar fashion to bottled water, with the primary
exception being the wording on the label as the determinant factor as to the
type of product the beverage is perceived to be. In the event structure or
function claims are made on the packaging or advertising (i.e. “helps to lose
weight” or “helps to prevent cancer”), the product must then be treated and
packaged as a nutritional supplement, which is regulated under the Dietary
Supplement Health and Education Act (DSHEA).





6


For
decades, the Food and Drug Administration regulated dietary supplements as
foods, in most circumstances, to ensure that they were safe and wholesome, and
that their labeling was truthful and not misleading. An important facet of
ensuring safety was FDA’s evaluation of the safety of all new ingredients,
including those used in dietary supplements, under the 1958 Food Additive
Amendments to the Federal Food, Drug, and Cosmetic Act (FD&C Act). However,
with passage of the Dietary Supplements Health and Education Act of 1994
(DSHEA), Congress amended the FD&C Act to include several provisions that
apply only to dietary supplements and dietary ingredients of dietary
supplements. As a result of these provisions, dietary ingredients used in
dietary supplements are no longer subject to the premarket safety evaluations
required of other new food ingredients or for new uses of old food ingredients.
They must, however, meet the requirements of other safety
provisions.





The
provisions of DSHEA define dietary supplements and dietary ingredients;
establish a new framework for assuring safety; outline guidelines for literature
displayed where supplements are sold; provide for use of claims and nutritional
support statements; require ingredient and nutrition labeling; and grant FDA the
authority to establish good manufacturing practice regulations. The law also
requires formation of an executive level Commission on Dietary Supplement Labels
and an Office of Dietary Supplements within the National Institutes of
Health.





In
such case, the packaging on the product must denote the product as a “Dietary
Supplement,” and the ingredient and nutritional information must be disclosed in
a portion of the packaging known as a “Supplement Facts” box. In the event there
are no structure or function claims, the product can then be sold as a beverage,
with all appropriate information detailed on the label in a “Nutrition Facts”
box. Other details, such as whether a product is an enhanced water is a true
“water” or a “water drink” are vague. Enhanced waters are also subject to
certain bottled water classifications, depending upon the claims and disclosures
of the types of water used in the product (i.e. spring water, purified water,
etc.).





ITEM
1A.                   RISK
FACTORS





Risks Relating with Our
Business and Marketplace





We
are a development stage company organized in May 2008 and have recently
commenced operations, which makes an evaluation of us extremely difficult. At
this stage of our business operations, even with our good faith efforts, we may
never become profitable or generate any significant amount of revenues, thus
potential investors have a high probability of losing their
investment.





We
were incorporated in May of 2008 as a Nevada corporation. As a result of our
start-up operations we have generated no revenues and we have incurred a net
loss $128,877 for the period ended December 31, 2008.  We have been
focused on organizational and start-up activities, business plan development,
and development of our products since we incorporated. Although we have
commenced the development of our enhanced bottle water product lines, there is
nothing at this time on which to base an assumption that our business operations
will prove to be successful or that we will ever be able to operate profitably.
Our future operating results will depend on many factors, including our ability
to raise adequate working capital, demand for our products, the level of our
competition and our ability to attract and maintain key management and
employees.





7


We
will require additional financing in order to implement our business plan. In
the event we are unable to acquire additional financing, we may not be able to
implement our business plan resulting in a loss of revenues and ultimately the
loss of your investment.





Due
to our very recent start-up nature, we will have to incur the costs of product
development, production expenses, advertising, all which are intended to
generate revenues from our products, in addition to hiring new employees and
commencing additional marketing activities for product sales and distribution.
To fully implement our business plan we will require substantial additional
funding. The recent direct public offering of $55,000, will only enable us to
commence our product development, and will assist us in further developing our
initial business operations, including the enhancement of product lines;
however, will not be sufficient to allow us to expand our business meaningfully.
Additionally, since the net offering proceeds have been earmarked for travel,
accounting, legal, product development, and minimal working capital, we will not
be capitalized sufficiently to hire or pay employees.





Following
the offering we are seeking to raise additional funds to expand our operations.
We plan to raise additional funds through private placements, registered
offerings, debt financing or other sources to maintain and expand our
operations. Adequate funds for this purpose on terms favorable to us may not be
available, and if available, on terms significantly more adverse to us than are
manageable. Without new funding, we may be only partially successful or
completely unsuccessful in implementing our business plan, and our stockholders
will lose part or all of their investment.





Our
auditor’s have substantial doubt about our ability to continue as a going
concern.  Additionally, our auditor’s report reflects that the ability
of Northsight to continue as a going concern is dependent upon its ability to
raise additional capital from the sale of common stock and, ultimately, the
achievement of significant operating revenues.





Our
financial statements have been prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. Our auditor’s report reflects that the ability of
Northsight to continue as a going concern is dependent upon its ability to raise
additional capital from the sale of common stock and, ultimately, the
achievement of significant operating revenues. If we are unable to continue as a
going concern, investors will lose their investment.  We will be
required to seek additional capital to fund future growth and expansion. No
assurance can be given that such financing will be available or, if available,
that it will be on commercially favorable terms. Moreover, favorable financing
may be dilutive to investors.


8


We
are significantly dependent on our sole officer and director, Mr. Steve
Nickolas. The loss or unavailability to Northsight of Mr. Nickolas’ services
would have an adverse effect on our business, operations and prospects in that
we may not be able to obtain new management under the same financial
arrangements.





Our
business plan is significantly dependent upon the abilities and continued
participation of Steve Nickolas, our president. It would be difficult to replace
Mr. Nickolas at such an early stage of development of Northsight. The loss by or
unavailability to Northsight of Mr. Nickolas’ services would have an adverse
effect on our business, operations and prospects, in that our inability to
replace Mr. Nickolas could result in the loss of one’s
investment.  Additionally, our business plan is significantly
dependent upon the abilities and continued participation of Mr. Nickolas, which
the loss or unavailability of Mr. Nickolas could materially impact our business
operations.





There
can be no assurance that we would be able to locate or employ personnel to
replace Mr. Nickolas, should his services be discontinued. In the event that we
are unable to locate or employ personnel to replace Mr. Nickolas, then we may be
required to cease pursuing our business opportunity.





Mr.
Nickolas has no experience in running a public company. The lack of experience
in operating a public company could impact our return on investment, if
any.





As a result of our reliance on Mr.
Nickolas, and his lack of experience in operating a public company, our
investors are at risk in losing their entire investment. Mr. Nickolas intends to
hire personnel in the future, when sufficiently capitalized, who may have the
experience required to manage our company; however, such management is not
anticipated until the occurrence of future financing. Since the offering of
$55,000 has not sufficiently capitalized our company, future offerings will be
necessary to satisfy capital needs. Until such future offering occurs, and until
such management is in place, we are reliant upon Mr. Nickolas to make the
appropriate management decisions.





Mr.
Nickolas may become involved with other businesses and there can be no assurance
that he will continue to provide services to us. Mr. Nickolas’ limited time
devotion to Northsight could have the effect on our operations of preventing us
from being a successful business operation, which ultimately could cause a loss
of your investment.





As
compared to many other public companies, we do not have the depth of managerial
or technical personnel. Mr. Nickolas is currently involved in other businesses,
which have not, and are not expected in the future to interfere with Mr.
Nickolas’ ability to work on behalf of our company. Mr. Nickolas may in the
future be involved with other businesses and there can be no assurance that he
will continue to provide services to us. Mr. Nickolas will devote only a portion
of his time to our activities.


9


As
a result of Mr. Nickolas’ majority ownership of our outstanding common shares
even after the offering of $55,000, Mr. Nickolas will control our issuance of
securities.





Mr.
Nickolas owns approximately 54% of our outstanding common share after the
completion of the $55,000 direct public offering.  As a consequence of
Mr. Nickolas’ controlling stock ownership position, acting alone he will be able
to authorize the issuance of securities that may dilute and otherwise adversely
affect the rights of purchasers of stock in the offering, including preferred
stock. Additionally, he may authorize the issuance of securities to anyone he
wishes, including himself and his affiliates at prices significantly less than
the offering price.





As
a consequence of his stock ownership position, Mr. Nickolas retains the ability
to elect a majority of our board of directors, and thereby control our
management. These individuals will also initially have the ability to control
the outcome of corporate actions requiring stockholder approval, including
mergers and other changes of corporate control, going private transactions, and
other extraordinary transactions. The concentration of ownership by these
individuals could discourage investments in our company, or prevent a potential
takeover of our company which will have a negative impact on the value of our
securities.





Because
of competitive pressures from competitors with more resources, Northsight may
fail to implement its business model profitably.





The business of developing bottled
water product lines is highly fragmented and extremely competitive. There are
numerous competitors offering similar products. The market for customers is
intensely competitive and such competition is expected to continue to increase.
There are no substantial barriers to entry in this market and we believe that
our ability to compete depends upon many factors within and beyond our control,
including the timing and market acceptance of enhanced water products developed
by us, our competitors, and their advisors.





Many
of our existing and potential competitors have longer operating histories in the
beverage markets, greater name recognition, larger customer bases, established
product lines, and significantly greater financial, technical and marketing
resources than we do. As a result, they will be able to respond more quickly to
new or emerging advertising techniques, and changes in customer demands, or to
devote greater resources to the development, promotion and marketing of their
products than we can. Such competitors are able to undertake more extensive
marketing campaigns for their products, adopt more aggressive pricing policies
and make more attractive offers to potential store outlets, and strategic
distribution partners.





We
anticipate that our sales, if and when they begin, will be affected by
seasonality.





The beverage industry generally
experiences its highest sales by volume during the spring and summer months and
its lowest sales by volume during winter months.  As a result, our
working capital requirements and cash flow may vary substantially throughout the
year.  Consumer demand for our products may be affected by weather
conditions. Cool, wet spring or summer weather could result in decreased sales
of our products and could have an adverse effect on our financial
position.  Additionally, due to the seasonality of the industry,
results from any one or more quarters may not necessarily indicative of annual
results of continuing trends.





10


Risks Relating to our Common
Stock





There
is no current public market for our common stock; therefore you may be unable to
sell your securities at any time, for any reason, and at any price, resulting in
a loss of your investment.





We
have submitted an application to a market maker to apply for inclusion of our
common stock on the OTC Bulletin Board.  However, there can be no
assurance that our attempt to do so will be successful. Furthermore, if our
securities are not quoted on the OTC Bulletin Board, or elsewhere, there can be
no assurance that a market will develop for the common stock or that a market in
the common stock will be maintained. As a result of the foregoing, investors may
be unable to liquidate their investment for any reason. We have not originated
contact with a market maker at this time, and do not plan on doing so until
completion of our form 2-11 and the filing of this report.





Our
common stock could be deemed a low-priced “Penny” stock, an investment in our
common stock should be considered high risk and subject to marketability
restrictions.





In
the event when our securities are accepted for trading in the over-the-counter
market, trading of our common stock may be subject to certain provisions of the
Securities Exchange act of 1934, commonly referred to as the “penny stock” as
defined in Rule 3a51-1.  It therefore will be more difficult for
investors to liquidate their investment even if and when a market develops for
the common stock.   A penny stock is generally defined to be any
equity security that has a market price less than $5.00 per share, subject to
certain exceptions.  Until the trading price of the common stock rises
above $5.00 per share, if ever, trading in the common stock is subject to the
penny stock rules of the Securities Exchange Act specified in rules 15g-1
through 15g-10. Those rules require broker-dealers, before effecting
transactions in any penny stock, to:





·
            Deliver
      to the customer, and obtain a written receipt for, a disclosure
      document;


·
            Disclose
      certain price information about the
stock;


·
            Disclose
      the amount of compensation received by the broker-dealer or any associated
      person of the broker-dealer;


·
            Send
      monthly statements to customers with market and price information about
      the penny stock; and


·
            In
      some circumstances, approve the purchaser’s account under certain
      standards and deliver written statements to the customer with information
      specified in the rules.





Consequently,
the penny stock rules may restrict the ability or willingness of broker-dealers
to sell the common stock and may affect the ability of holders to sell their
common stock in the secondary market and the price at which such holders can
sell any such securities. These additional procedures could also limit our
ability to raise additional capital in the future.





11


Our
internal controls may be inadequate, which could cause our financial reporting
to be unreliable and lead to misinformation being disseminated to the
public.





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. As defined in Exchange Act Rule 13a-15(f),
internal control over financial reporting is a process designed by, or under the
supervision of, the principal executive and principal financial officer and
effected by the board of directors, management and other personnel, 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 and includes those policies and
procedures that: (i) pertain to the maintenance of records that in reasonable
detail accurately and fairly reflect the transactions and dispositions of the
assets of Northsight; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and
expenditures of Northsight are being made only in accordance with authorizations
of management and directors of Northsight, and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of Northsight’s assets that could have a material effect on
the financial statements.





We
have one individual performing the functions of all officers and directors. This
individual developed our internal control procedures and is responsible for
monitoring and ensuring compliance with those procedures. As a result, our
internal controls may be inadequate or ineffective, which could cause our
financial reporting to be unreliable and lead to misinformation being
disseminated to the public. Investors relying upon this misinformation may make
an uninformed investment decision.





ITEM
1B.                   UNRESOLVED
STAFF COMMENTS





None.





ITEM
2.                      PROPERTIES





We
currently maintain an office at 14301 North 87th Street, Suite 301, Scottsdale,
Arizona.  This office is also shared with another entity owned by
controlled by our officer and director, Steve Nickolas.  During the
quarter ended September 30, 2008, we agreed to pay a pro rata amount of
administrative expenses to the related entity.  During the year ended
December 31, 2008, we paid approximately $35,200 in rent to the related entity,
which covered a portion of rent, utilities, telephone and general services
provided to Northsight. We do not believe that we will need to obtain additional
office space at any time in the foreseeable future, approximately 12 months,
until our business plan is more fully implemented.





In
the future we anticipate requiring additional office space and additional
personnel; however, it is unknown at this time how much space or how many
individuals will be required.


12


ITEM
3.                      LEGAL
PROCEEDINGS





From
time to time, we may become involved in various lawsuits and legal proceedings
which arise in the ordinary course of business. However, litigation is subject
to inherent uncertainties, and an adverse result in these or other matters may
arise from time to time that may harm our business. We are not presently a party
to any material litigation, nor to the knowledge of management is any litigation
threatened against us, which may materially affect us.





ITEM
4.                      SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS





We
did not submit any matters to a vote of our security holders during the fiscal
year ended December 31, 2008.





PART
II


ITEM
5.                      MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER
PURCHASE OF EQUITY SECURITIES


Market
Information





We
have filed for inclusion of our common stock on the Over-the-Counter Bulletin
Board; however, there can be no assurance that FINRA will approve the inclusion
of the common stock. Prior to the effective date of our offering, our common
stock was not traded.





Inclusion on the OTC Bulletin Board
permits price quotations for our shares to be published by that
service.  Although we have submitted an application to a market maker
for the OTC Bulletin Board, we do not anticipate our shares to immediately be
traded in the public market. Also, secondary trading of our shares may be
subject to certain state imposed restrictions. Except for the application
submitted to a market maker for the OTC Bulletin Board, there are no plans,
proposals, arrangements or understandings with any person concerning the
development of a trading market in any of our securities.  There can
be no assurance that our shares will be accepted for trading on the OTC Bulletin
Board or any other recognized trading market.  Also, there can be no
assurance that a public trading market will develop in the future or, if such a
market does develop, that it can be sustained.





Without an active public trading
market, a stockholder may not be able to liquidate their shares. If a market
does develop, the price for our securities may be highly volatile and may bear
no relationship to our actual financial condition or results of
operations.  Factors we discuss in this report, including the many
risks associated with an investment in our securities, may have a significant
impact on the market price of our common stock.





The ability of individual stockholder
to trade their shares in a particular state may be subject to various rules and
regulations of that state.  A number of states require that an
issuer's securities be registered in their state or appropriately exempted from
registration before the securities are permitted to trade in that
state.  Presently, we have no plans to register our securities in any
particular state.





13


Holders
of Common Stock





As of March 30, 2009, we had
approximately 45 stockholders of record of the 1,400,000 shares
outstanding.





Dividends





The
payment of dividends is subject to the discretion of our Board of Directors and
will depend, among other things, upon our earnings, our capital requirements,
our financial condition, and other relevant factors.





We
currently do not intend to pay cash dividends in the foreseeable future on the
shares of common stock. We intend to reinvest any earnings in the development
and expansion of our business.  Any cash dividends in the future to
common stockholders will be payable when, as and if declared by our Board of
Directors, based upon the Board’s assessment of:




·
            our
      financial condition;


·
            earnings;


·
            need
      for funds;


·
            capital
      requirements;


·
            prior
      claims of preferred stock to the extent issued and  outstanding;
      and


·
            other
      factors, including any applicable
laws.




Therefore,
there can be no assurance that any dividends on the common stock will ever be
paid.





Securities
Authorized for Issuance under Equity Compensation Plans





We currently do not maintain any equity
compensation plans.





Recent
Sales of Unregistered Securities





Use of Proceeds From Sales
of Registered Securities





On July 21, 2008, our registration
statement (File No. 333-152290) relating to our initial public offering of our
common stock was declared effective by the Securities and Exchange
Commission.  Under this registration statement, we registered 550,000
shares of our common stock with an aggregate offering price of
$55,000.  On November 7, 2008, the direct public offering closed,
wherein we received subscriptions for the total of 550,000 of the shares
offered.  All shares of common stock offered were sold for the
aggregate offering price directly by us with no commissions paid on the funds
raised.





14


We incurred offering expenses of
approximately $5,000 in connection with the offering.  Thus the net
offering proceeds to us (after deducting offering expenses) were approximately
$50,000.  No offering expenses were paid directly or indirectly to any
of our officers or directors, or their associates.





As of December 31, 2008, the net
proceeds had been used for accounting and administrative expenses, research and
development, travel, and expenses relating to the development of our intended
product line.  As of December 31, 2008, we had used all of the net
proceeds received from our offering.





Issuer
Purchases of Equity Securities





We did not repurchase any of our
securities during the year ended December 31, 2008.





ITEM
6.                      SELECTED
FINANCIAL DATA





Not applicable.




ITEM
7.                      PLAN
OF OPERATION


As
mentioned above, Northsight is developing a line of enhanced bottled waters.
Made with a cold-fill, proprietary filling process, our waters are exceptional
means of hydration. Our productline
has been designed and developed for the North American lifestyle, and is
targeted to enter the mainstream beverage market. The line is intended to add
sales for retailers, through the introduction of a newer grocery category
(enhanced bottled waters), to established beverage categories.





Satisfaction of
our cash obligations for the next 12 months.Our plan of operation has
provided for us to: (i) develop a business plan, and (ii) establish a line of
products which can be produced in Phoenix, Arizona, as soon as practical. We
have accomplished the goal of developing our business plan; however, we are in
the early stages of setting up an operational company capable of providing
products available for sale to the general public. We do not have sufficient
cash to enable us to development significant inventory, which is an integral
part of our operations.





We
have filed an S-1 registration statement to raise the basic minimum amount of
funds to provide sufficient cash for the next 12 months. We completed the raise
of capital as set forth in our S-1 registration statement during the early part
of November 2008.





Our
officer and director, Mr. Nickolas has agreed to continue his part time work
until such time as there are either sufficient funds from operations, or
alternatively, that funds are available through private placements or another
offering in the future. We have not allocated any pay for Mr. Nickolas out of
the funds being raised in the offering; however we did pay $5,000 to Mr.
Nickolas as compensation for his services to the Company. If we were to not
receive any additional funds, including the funds from the offering, we could
continue in business for the next 12 months. However, we would not be in a
position to complete the inventory as set forth in our business plan, or provide
any significant advertisement for our customers, thus we would not anticipate
any significant revenues.





15


Summary of any
product research and development that we will perform for the term of the plan.We do not anticipate performing any significant product research and
development under our plan of operation in the near future. In lieu of product
research and development we anticipate maintaining control over our current line
of products, to assist us in determining the allocation of our limited inventory
dollars.





Expected purchase
or sale of plant and significant equipment.We do not anticipate the
purchase or sale of any plant or significant equipment; as such items are not
required by us at this time or in the next 12 months.





Significant
changes in number of employees.The number of employees required to
operate our business is currently one part time individual. We anticipate
requiring additional capital within the next 12 months to hire at least one full
time person.  Additionally, we anticipate the need for additional
personnel upon certain events occurring such as:  the current offering
being completed, commencement of our product development program, and the
establishment of an advertising campaign, which we anticipate to occur during
the next 12 months.





Milestones:





As a result of our being a development
stage company with minimal amounts of equity capital of $7,500 initially
available, we have set our goals in three stages: (1) goals based upon the
availability of our initial funding of $7,500; (2) goals based upon our funding
of $55,000; and (3) goals based upon or funding additional equity and or debt in
the approximate sum of $100,000 to $200,000.





Stage I: Development of our business
operations based upon our founders’ investment of $7,500.  With that
money, we were able to set up our corporate structure by filing for
incorporation and set up corporate governance; began development of an initial
product line of enhanced bottled waters capable of being produced in Scottsdale,
Arizona at the lowest possible cost and accomplished through our understanding
with Mr. Nickolas; retained counsel and an auditor to assist in preparation of
documents providing for the raising of $55,000 to complete Stage II of our Plan
of Operations.





Stage II: Development of our business
operations based upon our receipt of the net funds from our offering of
$50,000.  In November 2008, we were able to raise the funds from our
offering.  However, we have yet to commence the majority of milestones
set forth in Stage II of our Plan of Operation as a result of only recently
obtaining the funds.  During Stage II, we intend to continue expansion
of our business plan and prepare for the production of our product lines and
creation of inventory.





16


Stage III: Development of our business
operations is based upon our receipt of additional equity and/or debt in the
approximate sum of $100,000 to $200,000. If, and when we raise the $100,000 in
Stage III, we intend to pay our President a salary of $25,000 per year. There
are no accruals for past salary, and the commencement date of such salary would
not occur until such time as the additional funds (in addition to funds received
under Stage II) are acquired. An additional $20,000 would be allocated toward
salaries, and the balance of $55,000 would be utilized for legal, accounting,
website enhancements, inventory development and general office expenses. In the
event an additional $100,000 were raised (in addition to the $55,000 in Stage II
offering, and $100,000 referenced above), we would allocate the 2nd
$100,000 primarily to additional inventory, office space and additional staff.
We anticipate that it will take us approximately 90 days after the funding
referenced in this Stage III to expand our inventory, hire personnel, and obtain
office space.





On
November 7, 2008, we closed our direct public offering and were able to raise
$55,000 as proposed.  We believe that the proceeds of the offering
will enable us to maintain our operations and working capital requirements for
at least the next 12 months, without taking into account any internally
generated funds from potential operations. Out of the $55,000 raised we have
allocated net proceeds of $50,000.  Our Plan of Operation is premised
upon having inventory dollars available and we believe that the inventory
dollars allocated in the offering will assist us in generating revenues. We have
suffered start up losses and have a working capital deficiency which raises
substantial concern regarding our ability to continue as a going
concern.





After
the offering of $55,000, we will require additional funds to maintain and expand
our operations as referenced in our Stage III. These funds may be raised through
equity financing, debt financing, or other sources, which may result in further
dilution in the equity ownership of the shares being offered in this prospectus.
At this time we have no earmarked source for these funds. Additionally, there is
no guarantee that we will be able to locate additional funds. In the event we
are unable to locate additional funds, we will be unable to generate revenues
sufficient to operate our business as planned. For example, if we receive less
than $100,000 of the funds earmarked in Stage III, we would be unable to
significantly expand our inventory to levels under Stage III. Alternatively, we
may be required to reduce the payments of salary to our President and cover
legal and accounting fees required to continue our operations. There is still no
assurance that, even with the funds from the offering, we will be able to
maintain operations at a level sufficient for an investor to obtain a return on
their investment in our common stock. Further, we may continue to be
unprofitable.





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. As
noted above, the Company is in the development stage and, accordingly, has not
yet generated revenues from operations. Since its inception, the Company has
been engaged substantially in financing activities and developing its business
plan, setting up its internet website, and incurring start up costs and
expenses. As a result, the Company incurred accumulated net losses from May 21,
2008, (inception) through the period ended December 31, 2008 of ($128,877). In
addition, the Company’s development activities since inception have been
financially sustained through equity financing.




17


The
ability of the Company to continue as a going concern is dependent upon its
ability to raise additional capital from the sale of common stock and,
ultimately, the achievement of significant operating revenues.





Liquidity
and Capital Resources





During
the fourth quarter of 2008, we closed our direct public offering which gave us
cash of approximately $50,000.  These funds should assist in
offsetting our near term cash equivalents. Additionally, we received $55,000
from a third party loan in October 2008.The third party note is
due in 90 days from the date of execution.  Within a period of 60 days
from the execution date of the note, the lender can decide on the form of
repayment.  The first option is a payment of $65,000 in cash to
include the repayment of the principal amount plus $10,000 of
interest.  The second option is a payment of $60,000 in cash plus
50,000 shares of common stock, which is valued at $5,000.  In the
second option, the holder will have received a repayment of the principal amount
plus $10,000 of interest.  Within a period of 90 days from the
execution date of the note, the lender can choose to convert the entire amount
of the note plus any accrued interest into 165,000 shares of common stock, which
is valued at $16,500.  The lender also has the option to convert 50%
of the note into 82,500 shares of common stock and the remaining amount will be
repaid in cash.  As of December 31, 2008, the lender had not notified
the Company of their repayment option.





Since
inception, we have financed our cash flow requirements through issuance of
common stock. As we expand our activities, we may, and most likely will,
continue to experience net negative cash flows from operations, pending receipt
of product sales. Additionally, we anticipate obtaining additional financing to
fund operations through common stock offerings, to the extent available, or to
obtain additional financing to the extent necessary to augment our working
capital.





We
anticipate that we will incur operating losses in the next twelve months. Our
lack of operating history makes predictions of future operating results
difficult to ascertain.  Our prospects must be considered in light of
the risks, expenses and difficulties frequently encountered by companies in
their early stage of development, particularly companies in new and rapidly
evolving markets. Such risks for us include, but are not limited to, an evolving
and unpredictable business model and the management of growth. To address these
risks, we must, among other things, obtain a customer base, implement and
successfully execute our business and marketing strategy, continually develop
our line of enhanced bottle waters, respond to competitive developments, and
attract, retain and motivate qualified personnel. There can be no assurance that
we will be successful in addressing such risks, and the failure to do so can
have a material adverse effect on our business prospects, financial condition
and results of operations.





Off-Balance
Sheet Arrangements





We
do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to
investors.





18


Critical
Accounting Policies and Estimates





The
preparation of our consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires us to
make estimates and judgments that affect our reported assets, liabilities,
revenues, and expenses, and the disclosure of contingent assets and liabilities.
We base our estimates and judgments on historical experience and on various
other assumptions we believe to be reasonable under the circumstances. Future
events, however, may differ markedly from our current expectations and
assumptions.





Recent Accounting
Pronouncements





In
March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities", an amendment of SFAS No. 133. SFAS 161
applies to all derivative instruments and non-derivative instruments that are
designated and qualify as hedging instruments pursuant to paragraphs 37 and 42
of SFAS 133 and related hedged items accounted for under SFAS 133. SFAS 161
requires entities to provide greater transparency through additional disclosures
about how and why an entity uses derivative instruments, how derivative
instruments and related hedged items are accounted for under SFAS 133 and its
related interpretations, and how derivative instruments and related hedged items
affect an entity's financial position, results of operations, and cash flows.
SFAS 161 is effective as of the beginning of an entity's first fiscal year that
begins after November 15, 2008. The Company does not expect that the adoption of
SFAS 161 will have a material impact on its financial condition or results of
operation.




In
April 2008, the FASB issued Staff Position FAS 142-3, “Determination of the Useful Life of
Intangible Assets” (“FSP FAS 142-3”) which amends the factors an entity
should consider in developing renewal or extension assumptions used to determine
the useful life of a recognized intangible asset under FAS No. 142, “Goodwill and Other Intangible
Assets” (“FAS No. 142”).  FSP FAS 142-3 applies to intangible assets
that are acquired individually or with a group of assets and intangible assets
acquired in both business combinations and asset acquisitions.  It removes
a provision under FAS No. 142, requiring an entity to consider whether a
contractual renewal or extension clause can be accomplished without substantial
cost or material modifications of the existing terms and conditions associated
with the asset.  Instead, FSP FAS 142-3 requires that an entity consider
its own experience in renewing similar arrangements.  An entity would
consider market participant assumptions regarding renewal if no such relevant
experience exists.  FSP FAS 142-3 is effective for year ends beginning
after December 15, 2008 with early adoption prohibited.  The Company does
not expect the adoption of FSP FAS 142-3 will have a material impact on its
financial condition or results of operation.





In
May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.”  SFAS 162 will provide framework for selecting
accounting principles to be used in preparing financial statements that are
presented in conformity with U.S. generally accepted accounting principles
(GAAP) for nongovernmental entities.  SFAS 162 will be effective 60 days
following the Securities and Exchange Commission’s approval of the Public
Company Accounting Oversight Board (PCAOB) amendments to AU Section 411. 
The Company does not expect the adoption of SFAS 162 will have a material impact
on its financial condition or results of operation.





19


In
May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts – an interpretation of FASB Statement No. 60.”  SFAS
163 requires that an insurance enterprise recognize a claim liability prior to
an event of default (insured event) when there is evidence that credit
deterioration has occurred in an insured financial obligation.  This
Statement also clarifies how Statement 60 applies to financial guarantee
insurance contracts, including the recognition and measurement to be used to
account for premium revenue and claim liabilities. Those clarifications will
increase comparability in financial reporting of financial guarantee insurance
contracts by insurance enterprises. This Statement requires expanded disclosures
about financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements.  SFAS 163 will be effective for financial
statements issued for fiscal years beginning after December 15, 2008.  The
Company does not expect the adoption of SFAS 163 will have a material impact on
its financial condition or results of operation.





In June 2008, the FASB issued
FSP No. EITF 03-6-1, “Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities”
(“FSP EITF 03-6-1”).  FSP EITF 03-6-1 concludes that unvested share-based
payment awards that contain rights to receive non-forfeitable dividends or
dividend equivalents are participating securities, and thus, should be included
in the two-class method of computing earnings per share (“EPS”).  FSP EITF
03-6-1 is effective for fiscal years beginning after December 15, 2008, and
interim periods within those years.  Early application of EITF 03-6-1 is
prohibited.  It also requires that all prior-period EPS data be adjusted
retrospectively.  The Company does not expect the adoption of EITF 03-6-1
will have a material impact on its financial condition or results of
operation.





ITEM
7A.  QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK





Not
applicable.





ITEM
8.                      FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA





See
Index to Financial Statements and Financial Statement Schedules appearing on
page F-1 through F-15 of this Form 10-K.




ITEM
9.                      CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE


We
have had no disagreements with our independent auditors on accounting or
financial disclosures.





20


ITEM
9A(T).              CONTROLS
AND PROCEDURES





Our
Chief Executive Officer and Principal Financial Officer, Steve Nickolas,
evaluated the effectiveness of our disclosure controls and procedures (as
defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended)
as of the end of the period covered by this Report.  Based on that
evaluation, Mr. Nickolas concluded that our disclosure controls and procedures
are effective in timely alerting him to material information relating to us
required to be included in our periodic SEC filings and in ensuring that
information required to be disclosed by us in the reports that we file or submit
under the Act is accumulated and communicated to our management, including our
principal executive and principal financial officer, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure.





There
were no changes in our internal control over financial reporting that occurred
during our most recent fiscal quarter that have materially affected, or
reasonably likely to materially affect, our internal control over financial
reporting.





Management’s
Report on Internal Control Over Financial Reporting





Our management is responsible for
establishing and maintaining adequate internal control, as is defined in the
Securities Exchange Act of 1934.  These internal controls are designed
to provide reasonable assurance that the reported financial information is
presented fairly, that disclosures are adequate and that the judgments inherent
in the preparation of financial statements are reasonable.  There are
inherent limitations in the effectiveness of any system of internal controls,
including the possibility of human error and overriding of
controls.  Consequently, an effective internal control system can only
provide reasonable, not absolute, assurance with respect to reporting financial
information.





Our
internal control over financial reporting includes policies and procedures that:
(i) pertain to maintaining records that in reasonable detail accurately and
fairly reflect our transactions; (ii) provide reasonable assurance that
transactions are recorded as necessary for preparation of our financial
statements in accordance with generally accepted accounting principles and the
receipts and expenditures of company assets are made and in accordance with our
management and directors authorization; and (iii) provide reasonable assurance
regarding the prevention or timely detection of unauthorized acquisition, use or
disposition of assets that could have a material effect on our financial
statements.





Our
internal control over financial reporting includes policies and procedures that:
(i) pertain to maintaining records that in reasonable detail accurately and
fairly reflect our transactions; (ii) provide reasonable assurance that
transactions are recorded as necessary for preparation of our financial
statements in accordance with generally accepted accounting principles and the
receipts and expenditures of company assets are made and in accordance with our
management and directors authorization; and (iii) provide reasonable assurance
regarding the prevention or timely detection of unauthorized acquisition, use or
disposition of assets that could have a material effect on our financial
statements.





21


Management
has undertaken an assessment of the effectiveness of our internal control over
financial reporting based on the framework and criteria established in the
Internal Control – Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”).  Based upon this
evaluation, management concluded that our internal control over financial
reporting was effective as of December 31, 2008.





This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by our
registered public accounting firm pursuant to the temporary rules of the
Securities and Exchange Commission that permit the company to provide only
management’s report in this annual report.





ITEM
9B.                   OTHER
INFORMATION





None.


PART
III




ITEM
10.                    DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE


The
members of the Board of Directors of the Company will serve until the next
annual meeting of stockholders, or until their successors have been
elected.  The officers serve at the pleasure of the Board of
Directors.  Officers are elected by the Board and their terms of
office are, except to the extent governed by employment contract, at the
discretion of the Board.  Information as to the directors and
executive officers of the Company is as follows:





NAME
            AGE
            POSITIONSteve
      Nickolas
            54
            President
      and Director





Duties,
Responsibilities and Experience





Steve
Nickolas, is the President, Director and founder of Northsight, which was
incorporated in May 21, 2008 and has served to present day.  From
February 2002 to the present, Mr. Nickolas has served as the Managing Member of
Enhanced Beverages, LLC d/b/a Beverage Science Laboratories.  He is
also the President and CEO of XND Technologies, Inc, which he has served in that
capacity since its inception in February 2006.  Mr. Nickolas brings
more than 30 years of experience in the beverage and bottled water
business.  His resume includes bottled water businesses with
manufacturing and distribution in the U.S. and seven foreign
countries.  Mr. Nickolas’ experiences also include large company
(Anhueser Busch) and small company positions; distribution, marketing and
manufacturing responsibilities; and a lifelong interest in people and the
environment.





He
earned his B.S. degree in Political Philosophy and Economics as well as a Degree
of Government from the Claremont Colleges in California.  In his
capacity of President, Mr. Nickolas will be responsible for setting the
company’s vision and direction, and will work with the senior management and the
board to insure that the business plan is executed and milestones are
met.  In his capacity as Director, Mr. Nickolas will be responsible
for the day to day operation of the company including its relationships with its
contract manufacturers, its brokers and distributors.





22


Election of Directors and
Officers.





Directors
are elected to serve until the next annual meeting of stockholders and until
their successors have been elected and qualified. Officers are appointed to
serve until the meeting of the Board of Directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.





Involvement
in Certain Legal Proceedings





No
Executive Officer or Director of the Corporation has been the subject of any
Order, Judgment, or Decree of any Court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring suspending or
otherwise limiting him from acting as an investment advisor, underwriter, broker
or dealer in the securities industry, or as an affiliated person, director or
employee of an investment company, bank, savings and loan association, or
insurance company or from engaging in or continuing any conduct or practice in
connection with any such activity or in connection with the purchase or sale of
any securities.





No
Executive Officer or Director of the Corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.





No
Executive Officer or Director of the Corporation is the subject of any pending
legal proceedings.





Section
16(a) Beneficial Ownership Reporting Compliance





Section
16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
requires executive officers and directors, and persons who beneficially own more
than ten percent of an issuer's common stock, which has been registered under
Section 12 of the Exchange Act, to file initial reports of ownership and reports
of changes in ownership with the SEC.





As
a company with securities registered under Section 15(d) of the Exchange Act,
our executive officers and directors, and persons who beneficially own more than
ten percent of our common stock are not required to file Section 16(a)
reports.





Code
of Ethics





A
code of ethics relates to written standards that are reasonably designed to
deter wrongdoing and to promote:




23





(1)
            Honest
      and ethical conduct, including the ethical handling of actual or apparent
      conflicts of interest between personal and professional
      relationships;


(2)
            Full,
      fair, accurate, timely and understandable disclosure in reports and
      documents that are filed with, or submitted to, the Commission and in
      other public communications made by an
issuer;


(3)
            Compliance
      with applicable governmental laws, rules and
  regulations;


(4)
            The
      prompt internal reporting of violations of the code to an appropriate
      person or persons identified in the code;
and


(5)
            Accountability
      for adherence to the code.





We
have not adopted a corporate code of ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions.





Our
decision to not adopt such a code of ethics is a result of having only two
officers and one director operating as the management for the
Company.  We believe that the limited interaction which occurs having
such a small management structure for the Company eliminates the current need
for such a code, in that violations of such a code would be reported to the
party generating the violation.





Corporate
Governance





Director
Independence





The
Board of Directors has concluded that Director, Steve Nickolas is not
independent in accordance with the director independence standards of the
American Stock Exchange.





Nominating
Committee





We do not have a Nominating Committee
or Nominating Committee Charter.  Our Board of Directors performs some
of the functions associated with a Nominating Committee.  We have
elected not to have a Nominating Committee in that we are an initial-stages
operating company with limited operations and resources.





Director Nomination
Procedures





Generally,
nominees for Directors are identified and suggested by the members of the Board
or management using their business networks.  The Board has not
retained any executive search firms or other third parties to identify or
evaluate director candidates in the past and does not intend to in the near
future.  In selecting a nominee for director, the Board or management
considers the following criteria:




24





1.
            whether
      the nominee has the personal attributes for successful service on the
      Board, such as demonstrated character and integrity; experience at a
      strategy/policy setting level; managerial experience dealing with complex
      problems; an ability to work effectively with others; and sufficient time
      to devote to the affairs of the
Company;


2.
            whether
      the nominee has been the chief executive officer or senior executive of a
      public company or a leader of a similar organization, including industry
      groups, universities or governmental
  organizations;


3.
            whether
      the nominee, by virtue of particular experience, technical expertise or
      specialized skills or contacts relevant to the Company’s current or future
      business, will add specific value as a Board member;
  and


4.
            whether
      there are any other factors related to the ability and willingness of a
      new nominee to serve, or an existing Board member to continue his
      service.





The
Board or management has not established any specific minimum qualifications that
a candidate for director must meet in order to be recommended for Board
membership.  Rather, the Board or management will evaluate the mix of
skills and experience that the candidate offers, consider how a given candidate
meets the Board’s current expectations with respect to each such criterion and
make a determination regarding whether a candidate should be recommended to the
stockholders for election as a Director.  During 2008, the Company
received no recommendation for Directors from its stockholders.





Audit
Committee





Currently,
we do not have an Audit Committee.  At this time, the board of
directors will perform the necessary functions of an Audit Committee, such as:
recommending an independent registered public accounting firm to audit the
annual financial statements; reviewing the independence of the independent
registered public accounting firm; review of the financial statements and other
required regulatory financial reporting; and reviewing management’s policies and
procedures in connection with its internal control over financial
reporting.





Additionally,
we do not have a financial expert. We believe the cost related to retaining a
financial expert at this time is prohibitive and is not warranted at this point
in time.  However, at such time the Company has the financial
resources a financial expert will be hired.





Compensation
Committee





We
currently do not have a compensation committee of the board of
directors.  Until a formal committee is established our board of
directors will review all forms of compensation provided to our executive
officers, directors, consultants and employees, including stock
compensation.  The Board makes all compensation decisions for the
Executives and approves recommendation regarding equity awards to all elected
officers of Northsight. Decisions regarding the non-equity compensation of other
executive officers are made by the Board.





Stockholder
Communications





Any
stockholder communications to the Board should be forwarded to the attention of
the Company’s Secretary at our offices at 14301 North 87th Street,
Suite 301, Scottsdale, AZ 85260.  Our secretary will review any
communication received from a stockholder, and all material communications from
stockholders will be forwarded to the Chairman of the Board, the Board of
Directors, or other individual directors as appropriate.


25


ITEM
11.                    EXECUTIVE
COMPENSATION





The
following table sets forth the compensation of our Principal Executive Officer
for the year ended December 31, 2008.





Summary
Compensation Table





Name
      and Principal Position
            Salary
            TotalSteve
      Nickolas, Principal Executive Officer and Principal Accounting
      Officer
            $5,000
            $5,000





Director
Compensation





Additionally,
as a result of having limited resources we do not currently have an established
compensation package for board members.





Board
Committees





We
do not currently have any committees of the Board of Directors, as our Board
consisted of one member during the year ended December 31, 2008. Additionally,
due to the nature of our intended business, the Board of Directors does not
foresee a need for any committees in the foreseeable future.




ITEM
12.                    SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS




The
following table presents information, to the best of our knowledge, about the
beneficial ownership of our common stock on March 30, 2009, held by those
persons known to beneficially own more than 5% of our capital stock and by our
directors and executive officers.  The percentage of beneficial
ownership for the following table is based on 1,400,000 shares of common stock
outstanding as of March 30, 2009.





Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission and does not necessarily indicate beneficial ownership for
any other purpose. Under these rules, beneficial ownership includes those shares
of common stock over which the stockholder has sole or shared voting or
investment power. It also includes (unless footnoted) shares of common stock
that the stockholder has a right to acquire within 60 days after March 30, 2009
through the exercise of any option, warrant or other right. The percentage
ownership of the outstanding common stock, however, is based on the assumption,
expressly required by the rules of the Securities and Exchange Commission, that
only the person or entity whose ownership is being reported has converted
options or warrants into shares of our common stock.


26





Name
      of Beneficial Owner, Officer or Director (1)
            
            Number
              of
      Shares
            
            Percent
      Beneficially Owned (2)Steve  Nickolas
            
            750,000
            
            54%Stoecklein
      Law Group
            
            100,000
            
            7%All
      Directors, Officers and Beneficial Owners
            
            850,000
            
            61%


(1)
            As
      used in this table, “beneficial ownership” means the sole or shared power
      to vote, or to direct the voting of, a security, or the sole or shared
      investment power with respect to a security (i.e., thepower to dispose
      of, or to direct the disposition of, a security).  The address
      of each person is care of the
Company.


(2)
            Figures
      are rounded to the nearest percent.





ITEM
13.                    CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE





On
May 21, 2008, we issued 750,000 shares of our common stock to our Chief
Executive Officer, Mr. Steve Nickolas, at a price of $0.01 per share for cash
given by Mr. Nickolas totaling $7,500.  Furthermore, on June 26, 2008,
Mr. Nickolas donated $100 to the Company, which is considered donated capital
and recorded as additional paid in capital.  Mr. Nickolas also loaned
the Company cash totaling $1,440 of which $53 was repaid as of December 31,
2008.





During the year ended December 31,
2008, we paid approximately $35,200 to an entity owned and controlled by Mr.
Nickolas.  The entity provided services in developing Northsight’s
business plan, consulting and administrative services and product development of
our intended enhanced water products.  Additionally, as of December
31, 2008, Northsight had prepaid expenses to entity controlled by Mr.
Nickolas.





Subsequent
to the year ended December 31, 2008, we received cash totaling $10,500 from an
entity that is owned and controlled by Mr. Nickolas, which was considered a
short term loan.  The loan bears 0% interest and is due upon
demand.





As of December 31, 2008, we owed
approximately $4,699 to Stoecklein Law Group, who is also a stockholder of the
Company.  This entity provides legal services to the Company and
during the period May 21, 2008 to December 31, 2008, Stoecklein Law Group
provided legal services totaling $48,407.





ITEM
14.                    PRINCIPAL
ACCOUNTING FEES AND SERVICES





(1)
AUDIT FEES





The aggregate fees billed for
professional services rendered by Lawrence Scharfman & Co., CPA P.C., for
the audit of our annual financial statements and review of the financial
statements included in our Form 10-Q or services that are normally provided by
the accountant in connection with statutory and regulatory filings or
engagements for fiscal year 2008 was $5,000.





27


(2)
AUDIT-RELATED FEES





The
aggregate fees billed by Lawrence Scharfman & Co., CPA P.C., for assurance
and related services by the principal accountant that are reasonably related to
the performance of the audit or review of the registrant’s financial statements
for the fiscal year 2008 was $-0-.





(3)
TAX FEES





The
aggregate fees billed by Lawrence Scharfman & Co., CPA P.C. for professional
services rendered by the principal accountant for the fiscal year 2008 was
$-0-.





(4)
ALL OTHER FEES





There were no other fees to be billed
by Lawrence Scharfman & Co., CPA P.C. for the fiscal year 2008 other than
the fees described above.





(5)
AUDIT COMMITTEE POLICIES AND PROCEDURES





We
do not have an audit committee.





(6)
If greater than 50 percent, disclose the percentage of hours expended on the
principal accountant's engagement to audit the registrant's financial statements
for the most recent fiscal year that were attributed to work performed by
persons other than the principal accountant's full-time, permanent
employees.





Not
applicable.





PART
IV





ITEM
15.                    EXHIBITS,
FINANCIAL STATEMENT SCHEDULES





(a)





1.
            The
      financial statements listed in the "Index to Financial Statements" at page
      F-1 are filed as part of this
report.





2.
            Financial
      statement schedules are omitted because they are not applicable or the
      required information is shown in the financial statements or notes
      thereto.





3.
            Exhibits
      included or incorporated herein: See index to
  Exhibits.





(b)           Exhibits





Incorporated
      by referenceExhibit
              Number
            Exhibit
      Description
            Filed
              herewith
            Form
            Period
              ending
            Exhibit
            Filing
      date3(i)(a)
            Articles
      of Incorporation of Northsight
            
            S-1
            
            3(i)(a)
            07/11/083(ii)(a)
            Bylaws
      of the Northsight
            
            S-1
            
            3(ii)(a)
            07/11/084
            Instrument
      defining the rights of security holders:
              (a)
      Articles of Incorporation
              (b)
      Bylaws
              (c)
      Stock Certificate Specimen
            
            S-1
            
            4
            07/11/0810.1
            Subscription
      Agreement
            
            S-1
            
            10.1
            07/11/0831
            Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act
            X32
            Certification
      pursuant to Section 906 of the Sarbanes-Oxley Act
            X


28







SIGNATURES





Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused the report to be signed on its behalf by the undersigned, thereunto duly
authorized.





NORTHSIGHT
CAPITAL, INC.








By:
/s/ Steve
Nickolas


Steve
Nickolas, President





Date:
March 30, 2009





Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.





Signature
            Title
            Date/s/
      Steve Nickolas
            President,
      Director
            March
      30, 2009Steve
      Nickolas/s/
      Steve Nickolas
            Principal
      Executive Officer
            March
      30, 2009Steve
      Nickolas/s/
      Steve Nickolas
            Principal
      Financial Officer
            March
      30, 2009Steve
      Nickolas


29


NORTHSIGHT
CAPITAL, INC





INDEX
TO FINANCIAL STATEMENTS





FOR
THE PERIOD MAY 21, 2008 TO DECEMBER 31, 2008





PagesReport
      of Independent Registered Public Accounting Firm
              F-2Balance
      Sheet
              F-3Statement
      of Operations
              F-4Statement
      of Stockholders' Equity
              F-5Statement
      of Cash Flows
              F-6Notes
      to Financial Statements
              F-7
      – F-15





F-1


Lawrence
Scharfman & Co., CPA P.C.


Certified
Public Accountants




18
      E. SUNRISE HIGHWAY, #203
            7104  CORNING
      CIRCLEFREEPORT,
      NY 11520
            BOYNTON
      BEACH, FL 33437TELEPHONE:
      (516) 771-5900
            TELEPHONE:
      (561) 733-0296FACSIMILE:
      (516) 771-2598
            FACSIMILE:
      (561) 740-0613







REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To
the Board of Directors


Northsight
Capital, Inc.


14301
North 87th Street,
Suite 301


Scottsdale,
AZ 85260





We
have audited the accompanying balance sheet of Northsight Capital, Inc. as of
December 31, 2008 and the related statement of operations, stockholders equity
(deficit) and cash flows for the period May 21, 2008 through December 31,
2008.





These
statements are the responsibility of Company's Management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.





We
conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatements. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.





The
company has had difficulty in generating sufficient cash flow to meet its
obligations, and is dependent on management's ability to develop profitable
operations. These factors, among others may raise substantial doubt about their
ability to continue as a going concern.





In
our opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Northsight Capital, Inc. as of
December 31, 2008 and the related statement of operations, stockholders equity
(deficit) and cash flows for the period May 21, 2008 to December 31, 2008 in
conformity with generally accepted accounting principles.







/s/ Lawrence ScharfmanBoynton
      Beach Florida
              Lawrence
      Scharfman CPA
 March
30, 2009








F-2


NORTHSIGHT
      CAPITAL, INC.(A
      DEVELOPMENT STAGE COMPANY)BALANCE
      SHEETDecember
      31,2008ASSETSCurrent
      assets:Cash
            
            $
            1,576Prepaid
      expenses - related party
            
            
            2,000Total
      current assets
            
            
            3,576Total
      assets
            
            $
            3,576LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilities:Accounts
      payable
            
            
            3,345Accounts
      payable - related party
            
            
            4,699Accrued
      payroll taxes
            
            
            422Notes
      payable
            
            
            55,000Notes
      payable - related party
            
            
            1,387Total
      current liabilities
            
            
            64,853Total
      liabilities
            
            
            64,853Stockholders'
      equity (deficit):Preferred
      stock, $0.001 par value, 10,000,000 sharesauthorized,
      no shares issued and outstanding
            
            
            -Common
      stock, $0.001 par value, 100,000,000 sharesauthorized,
      1,400,000 shares issued and outstanding
            
            
            1,400Additional
      paid-in capital
            
            
            66,200(Deficit)
      accumulated during development stage
            
            
            (128,877
            )Total
      stockholders' equity (deficit)
            
            
            (61,277
            )Total
      liabilities and stockholders' equity (deficit)
            
            $
            3,576See
      Accompanying Notes to Financial Statements.







F-3







NORTHSIGHT
      CAPITAL, INC.(A
      DEVELOPMENT STAGE COMPANY)STATEMENT
      OF OPERATIONSMay
      21, 2008(inception)
      toDecember
      31,2008Revenue
            
            $
            -Cost
      of goods sold
            
            
            -Gross
      profit (loss)
            
            
            -Operating
      expenses:General
      and administrative
            
            
            15,098Business
      plan development - related party
            
            
            10,000Consulting
      expense - related party
            
            
            17,350Executive
      compensation - related party
            
            
            5,000Professional
      fees
            
            
            9,300Professional
      fees - related party
            
            
            43,407Rent
            
            
            10,200Research
      and development - related party
            
            
            7,850Travel
            
            
            10,672Total
      operating expenses
            
            
            128,877(Loss)
      before provision for income taxes
            
            
            (128,877
            )Provision
      for income taxes
            
            
            -Net
      (loss)
            
            $
            (128,877
            )Weighted
      average number of common shares
            
            
            956,667outstanding
      - basic and fully dilutedNet
      (loss) per share - basic and fully diluted
            
            $
            (0.13
            )See
      Accompanying Notes to Financial Statements.


F-4


(A
      DEVELOPMENT STAGE COMPANY)STATEMENT
      OF STOCKHOLDERS' EQUITY (DEFICIT)DeficitAccumulated
            
            
            TotalAdditional
            
            
            During
            
            
            Stockholders'Preferred
      Shares
            
            
            Common
      Shares
            
            
            Paid-In
            
            
            Development
            
            
            EquityShares
            
            
            Amount
            
            
            Shares
            
            
            Amount
            
            
            Capital
            
            
            Stage
            
            
            (Deficit)May
      21, 2008Issuance
      of common stock for cash on organization of the Company
            
            
            -
            
            
            $
            -
            
            
            
            750,000
            
            
            $
            750
            
            
            $
            6,750
            
            
            $
            -
            
            
            $
            7,500June
      25, 2008Issuance
      of common stock for professional fees
            
            
            -
            
            
            
            -
            
            
            
            100,000
            
            
            
            100
            
            
            
            9,900
            
            
            
            -
            
            
            
            10,000June
      26, 2008Donated
      capital
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            100
            
            
            
            -
            
            
            
            100November
      12, 2008Issuance
      of common stock for cash
            
            
            -
            
            
            
            -
            
            
            
            550,000
            
            
            
            550
            
            
            
            49,450
            
            
            
            -
            
            
            
            50,000Net
      loss for the period May 21, 2008 (inception) through December 31,
      2008
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (128,877
            )
            
            
            (128,877
            )Balance,
      December 31, 2008
            
            
            -
            
            
            $
            -
            
            
            
            1,400,000
            
            
            $
            1,400
            
            
            $
            66,200
            
            
            $
            (128,877
            )
            
            $
            (61,277
            )See
      Accompanying Notes to Financial Statements.


F-5


NORTHSIGHT
      CAPITAL, INC.(A
      DEVELOPMENT STAGE COMPANY)STATEMENT
      OF CASH FLOWSMay
      21, 2008(inception)
      toDecember
      31,2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      (loss)
            
            $
            (128,877
            )Adjustments
      to reconcile net (loss)to
      net cash used in operating activities:Shares
      issued for services
            
            
            10,000Changes
      in operating assets and liabilities:(Increase)
      in prepaid expenses
            
            
            (2,000
            )Increase
      in accounts payable
            
            
            3,345Increase
      in accounts payable - related party
            
            
            4,699Increase
      in accrued payroll taxes
            
            
            422Net
      cash used in operating activities
            
            
            (112,411
            )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from sale of common stock, net of offering costs
            
            
            57,500Donated
      capital
            
            
            100Proceeds
      from notes payable
            
            
            55,000Proceeds
      from notes payable - related party
            
            
            1,440Payments
      to notes payable - related party
            
            
            (53
            )Net
      cash provided by financing activities
            
            
            113,987NET
      CHANGE IN CASH
            
            
            1,576CASH
      AT BEGINNING OF YEAR
            
            
            -CASH
      AT END OF YEAR
            
            $
            1,576SUPPLEMENTAL
      INFORMATION:Interest
      paid
            
            $
            -Income
      taxes paid
            
            $
            -Non-cash
      activities:Number
      of shares issued for services
            
            
            100,000See
      Accompanying Notes to Financial Statements.


F-6
 NORTHSIGHT
CAPITAL, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS


NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Organization


The
Company was incorporated on May 21, 2008 (Date of Inception) under the laws of
the State of Nevada, as Northsight Capital, Inc. The Company developed its
business plan over the period commencing with May 21, 2008 and ending on
December 31, 2008, although Mr. Nickolas, the Company’s sole officer and
director, had been working on the concept over a period of years. In May of
2008, the Company created its initial product line.




The
Company has not commenced significant operations and, in accordance with SFAS
#7, the Company is considered a development stage company.




Nature of
operations


Northsight
was formed to engage in the business of producing enhanced bottled water
designed to make everyday hydration more convenient and beneficial. It intends
to generate revenues primarily from product produced in Scottsdale,
Arizona.




Use of
estimates


The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period. Actual
results could differ significantly from those estimates.




Cash and cash
equivalents


For
the purpose of the statements of cash flows, all highly liquid investments with
an original maturity of three months or less are considered to be cash
equivalents. The carrying value of these investments approximates fair
value.





Revenue
Recognition


The
Company's revenues are anticipated to be derived from multiple sources.
Primarily revenues will be earned upon receipt of funds from the sale of
products.




Advertising
Costs


Advertising
costs are anticipated to be expensed as incurred; however there were no
advertising costs included in general and administrative expenses as of December
31, 2008.






F-7
 NORTHSIGHT
CAPITAL, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS







NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





Fair value of financial
instruments


Fair
value estimates discussed herein are based upon certain market assumptions and
pertinent information available to management as of December 31, 2008. The
respective carrying value of certain on-balance-sheet financial instruments
approximated their fair values. These financial instruments include cash and
accounts payable. Fair values were assumed to approximate carrying values for
cash and payables because they are short term in nature and their carrying
amounts approximate fair values or they are payable on demand.




Stock-Based
Compensation


The
Company accounts for stock-based awards to employees in accordance with
Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to
Employees” and related interpretations and has adopted the
disclosure-only alternative of FAS No. 123R, “Accounting for Stock-Based
Compensation.” Options granted to consultants, independent
representatives and other non-employees are accounted for using the fair value
method as prescribed by FAS No. 123R.




Earnings per
share


The
Company follows Statement of Financial Accounting Standards No. 128. “Earnings
Per Share” (“SFAS No. 128”). Basic earning per common share (“EPS”) calculations
are determined by dividing net income by the weighted average number of shares
of common stock outstanding during the year. Diluted earning per common share
calculations are determined by dividing net income by the weighted average
number of common shares and dilutive common share equivalents outstanding.
During periods when common stock equivalents, if any, are anti-dilutive they are
not considered in the computation.




Income
taxes


The
Company follows Statement of Financial Accounting Standard No. 109, “Accounting
for Income Taxes” (“SFAS No. 109”) for recording the provision for income taxes.
Deferred tax assets and liabilities are computed based upon the difference
between the financial statement and income tax basis of assets and liabilities
using the enacted marginal tax rate applicable when the related asset or
liability is expected to be realized or settled. Deferred income tax expenses or
benefits are based on the changes in the asset or liability each period. If
available evidence suggests that it is more likely than not that some portion or
all of the deferred tax assets will not be realized, a valuation allowance is
required to reduce the deferred tax assets to the amount that is more likely
than not to be realized. Future changes in such valuation allowance are included
in the provision for deferred income taxes in the period of change.





F-8
 NORTHSIGHT
CAPITAL, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS


NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





Deferred
income taxes may arise from temporary differences resulting from income and
expense items reported for financial accounting and tax purposes in different
periods. Deferred taxes are classified as current or non-current, depending on
the classification of assets and liabilities to which they relate. Deferred
taxes arising from temporary differences that are not related to an asset or
liability are classified as current or non-current depending on the periods in
which the temporary differences are expected to reverse.





The
Company adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income
Taxes – an interpretation of FASB Statement No. 109 (“FIN 48”) as of January 16,
2007. FIN 48 clarifies the accounting for uncertainty in income taxes recognized
in companies’ financial statements in accordance with FASB Statement No. 109,
Accounting for Income Taxes. As a result, the Company applies a
more-likely-than-not recognition threshold for all tax uncertainties. FIN 48
only allows the recognition of those tax benefits that have a greater than fifty
percent likelihood of being sustained upon examination by the taxing
authorities. As a result of implementing FIN 48, the Company reviewed its tax
positions and determined there were no outstanding, or retroactive tax positions
with less than a 50% likelihood of being sustained upon examination by the
taxing authorities, therefore the implementation of this standard has not had a
material affect on the Company.




The
Company does not anticipate any significant changes to its total unrecognized
tax benefits within the next 12 months.




The
Company classifies tax-related penalties and net interest as income tax expense.
As of December 31, 2008, no income tax expense has been incurred.





Recent
pronouncements





FAS 161


In
March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities", an amendment of SFAS No. 133. SFAS 161
applies to all derivative instruments and non-derivative instruments that are
designated and qualify as hedging instruments pursuant to paragraphs 37 and 42
of SFAS 133 and related hedged items accounted for under SFAS 133. SFAS 161
requires entities to provide greater transparency through additional disclosures
about how and why an entity uses derivative instruments, how derivative
instruments and related hedged items are accounted for under SFAS 133 and its
related interpretations, and how derivative instruments and related hedged items
affect an entity's financial position, results of operations, and cash flows.
SFAS 161 is effective as of the beginning of an entity's first fiscal year that
begins after November 15, 2008. The Company does not expect that the adoption of
SFAS 161 will have a material impact on its financial condition or results of
operation.





F-9
 NORTHSIGHT
CAPITAL, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS




FAS
162


In
May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.”  SFAS 162 will provide framework for selecting
accounting principles to be used in preparing financial statements that are
presented in conformity with U.S. generally accepted accounting principles
(GAAP) for nongovernmental entities.  SFAS 162 will be effective 60 days
following the Securities and Exchange Commission’s approval of the Public
Company Accounting Oversight Board (PCAOB) amendments to AU Section 411. 
The Company does not expect the adoption of SFAS 162 will have a material impact
on its financial condition or results of operation.




FAS 163


In
May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts – an interpretation of FASB Statement No. 60.”  SFAS
163 requires that an insurance enterprise recognize a claim liability prior to
an event of default (insured event) when there is evidence that credit
deterioration has occurred in an insured financial obligation.  This
Statement also clarifies how Statement 60 applies to financial guarantee
insurance contracts, including the recognition and measurement to be used to
account for premium revenue and claim liabilities. Those clarifications will
increase comparability in financial reporting of financial guarantee insurance
contracts by insurance enterprises. This Statement requires expanded disclosures
about financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements.  SFAS 163 will be effective for financial
statements issued for fiscal years beginning after December 15, 2008.  The
Company does not expect the adoption of SFAS 163 will have a material impact on
its financial condition or results of operation.





FSP FAS
142-3


In
April 2008, the FASB issued Staff Position FAS 142-3, “Determination of the Useful Life of
Intangible Assets” (“FSP FAS 142-3”) which amends the factors an entity
should consider in developing renewal or extension assumptions used to determine
the useful life of a recognized intangible asset under FAS No. 142, “Goodwill and Other Intangible
Assets” (“FAS No. 142”).  FSP FAS 142-3 applies to intangible assets
that are acquired individually or with a group of assets and intangible assets
acquired in both business combinations and asset acquisitions.  It removes
a provision under FAS No. 142, requiring an entity to consider whether a
contractual renewal or extension clause can be accomplished without substantial
cost or material modifications of the existing terms and conditions associated
with the asset.  Instead, FSP FAS 142-3 requires that an entity consider
its own experience in renewing similar arrangements.  An entity would
consider market participant assumptions regarding renewal if no such relevant
experience exists.  FSP FAS 142-3 is effective for year ends beginning
after December 15, 2008 with early adoption prohibited.  The Company does
not expect the adoption of FSP FAS 142-3 will have a material impact on its
financial condition or results of operation.


F-10
 NORTHSIGHT
CAPITAL, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS




NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





Recent pronouncements
(continued)





EITF
03-6-1


In
June 2008, the FASB issued FSP No. EITF 03-6-1, “Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities”
(“FSP EITF 03-6-1”).  FSP EITF 03-6-1 concludes that unvested share-based
payment awards that contain rights to receive non-forfeitable dividends or
dividend equivalents are participating securities, and thus, should be included
in the two-class method of computing earnings per share (“EPS”).  FSP EITF
03-6-1 is effective for fiscal years beginning after December 15, 2008, and
interim periods within those years.  Early application of EITF 03-6-1 is
prohibited.  It also requires that all prior-period EPS data be adjusted
retrospectively.  The Company does not expect the adoption of EITF 03-6-1
will have a material impact on its financial condition or results of
operation.





NOTE
2 – 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. As
noted above, the Company is in the development stage and, accordingly, has not
yet generated revenues from operations. Since its inception, the Company has
been engaged substantially in financing activities and developing its business
plan, setting up its internet website, and incurring start up costs and
expenses. As a result, the Company incurred accumulated net losses from May 21,
2008, (inception) through the period ended December 31, 2008 of ($128,877). In
addition, the Company’s development activities since inception have been
financially sustained through equity financing.




The
ability of the Company to continue as a going concern is dependent upon its
ability to raise additional capital from the sale of common stock and,
ultimately, the achievement of significant operating revenues. 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.





NOTE
3 – PREPAID EXPENSES





As
of December 31, 2008, the Company had $2,000 in prepaid expenses.  The
prepaid expenses relate to a prepayment of rent, utilities, and telephone fees
for 2009 which will be amortized as the services are rendered.


F-11
 NORTHSIGHT
CAPITAL, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS




NOTE
4 – NOTES PAYABLE





On
October 6, 2008, the Company executed a convertible promissory note for $55,000
from an individual.  The note is due in 90 days.  Within a
period of 60 days from the execution date of the note, the lender can decide on
the form of repayment.  The first option is a payment of $65,000 in
cash to include the repayment of the principal amount plus $10,000 of
interest.  The second option is a payment of $60,000 in cash plus
50,000 shares of common stock.  The fair value of the shares of common
stock is $5,000.  In the second option, the holder will have received
a repayment of the principal amount plus $10,000 of interest.  Within
a period of 90 days from the execution date of the note, the lender can choose
to convert the entire amount of the note plus any accrued interest into 165,000
shares of common stock.  The fair value of the common stock is
$16,500.  The lender also has the option to convert 50% of the note
into 82,500 shares of common stock and the remaining amount will be repaid in
cash.  As of December 31, 2008, the lender did not notify the Company
of their repayment option.





Interest
expense for the period of May 21, 2008 (inception) through December 31, 2008 was
$0.





NOTE
5 – NOTES PAYABLE – RELATED PARTY





Notes
payable consists of the following at December 31, 2008:





December
      31, 2008Note
      payable to an officer, director and shareholder, unsecured, 0% interest,
      due upon demand
            
            $
            1,387$
            1,387





Interest
expense for the period of May 21, 2008 (inception) through December 31, 2008 was
$0.





NOTE
6 – INCOME TAXES





At
December 31, 2008, the Company had a federal operating loss carryforward of
$118,877 which begins to expire in 2028.





The
provision for income taxes consisted of the following components for the years
ended December 31, 2008:


F-12
 NORTHSIGHT
CAPITAL, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS




NOTE
6 – INCOME TAXES (CONTINUED)





2008Current:Federal
            
            $
            -State
            
            
            -Deferred
            
            
            -$
            -





Components
of net deferred tax assets, including a valuation allowance, are as follows at
December 31, 2008:





2008Deferred
      tax assets:Net
      operating loss carryforward
            
            $
            41,607Total
      deferred tax assets
            
            
            41,607Less:
      Valuation allowance
            
            
            (41,607
            )Net
      deferred tax assets
            
            $
            -





The
valuation allowance for deferred tax assets as of December 31, 2008 was
$41,607.  In assessing the recovery of the deferred tax assets,
management considers whether it is more likely than not that some portion or all
of the deferred tax assets will not be realized.  The ultimate
realization of deferred tax assets is dependent upon the generation of future
taxable income in the periods in which those temporary differences become
deductible.  Management considers the scheduled reversals of future
deferred tax assets, projected future taxable income, and tax planning
strategies in making this assessment.  As a result, management
determined it was more likely than not the deferred tax assets would not be
realized as of December 31, 2008 and maintained a full valuation
allowance.





Reconciliation
between the statutory rate and the effective tax rate is as follows at December
31, 2008:





2008Federal
      statutory rate
            
            
            (35.0
            )%State
      taxes, net of federal benefit
            
            
            (0.00
            )%Change
      in valuation allowance
            
            
            35.0
            %Effective
      tax rate
            
            
            0.0
            %


F-13
 NORTHSIGHT
CAPITAL, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS





NOTE
7 – STOCKHOLDERS EQUITY




The
Company is authorized to issue 10,000,000 shares of it $0.001 par value
preferred stock and 100,000,000 shares of its $0.001 par value common
stock.





Common
Stock




On
May 21, 2008, the Company issued an officer of the Company 750,000 shares of its
$0.001 par value common stock at a price of $0.01 per share for cash totaling
$7,500.




On
June 25, 2008, the Company issued 100,000 shares of its common stock toward
legal fees at a value of $0.10 per share.





On
June 26, 2008, an officer of the Company donated $100 to the Company which was
considered donated capital and recorded as additional paid in
capital.




On
November 12, 2008, the Company issued a total of 550,000 shares of its common
stock for cash at a price of $0.10 per share for a total amount raised of
$55,000, net offering costs totaling $5,000.





As
of December 31, 2008, there have been no other issuances of common
stock.







NOTE
8 – WARRANTS AND OPTIONS





As
of December 31, 2008, there were no warrants or options outstanding to acquire
any additional shares of common stock.





NOTE
9 – RELATED PARTY TRANSACTIONS





On
May 21, 2008, the Company issued an officer of the Company 750,000 shares of its
$0.001 par value common stock at a price of $0.01 per share for cash totaling
$7,500.





On
June 26, 2008, an officer of the Company donated $100 to the Company and is
considered donated capital and recorded as additional paid in
capital.





As
of December 31, 2008, the Company had prepaid expenses totaling $2,000 due to an
entity that is owned and controlled by the officer, director and shareholder of
the Company. (See Note 3)


F-14
 NORTHSIGHT
CAPITAL, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS


NOTE
9 – RELATED PARTY TRANSACTIONS (CONTINUED)





During
the period May 21, 2008 to December 31, 2008, the Company paid a total of
$35,200 to an entity that is owned and controlled by the officer, director and
shareholder of the Company.  The entity provided services to develop
the Company business plan, consulting and administrative services and product
development.





As
of December 31, 2008, the Company had accounts payable totaling $4,699 due to an
entity who is a shareholder of the Company.  This entity provides
legal services to the Company.  During the period May 21, 2008 to
December 31, 2008, the entity provided legal services totaling
$43,407.





During
the period May 21, 2008 to December 31, 2008, the Company received cash totaling
$1,440 from an officer, director and shareholder of the company which was
considered a loan.  During the period May 21, 2008 to December 31,
2008 the Company repaid $53.  The balance of the note as of December
31, 2008 was $1,387. (See Note 5)





During
the period May 21, 2008 to December 31, 2008, the Company paid $5,000 to an
officer, director and shareholder of the company which was considered executive
compensation.





NOTE
10 – SUBSEQUENT EVENTS





During
February 2009, the Company received cash totaling $10,500 from an entity that is
owned and controlled by an officer, director and shareholder of the Company
which was considered a short term loan.  The loan bears 0% interest
and is due upon demand.


F-15