0001078782-15-001609.txt : 20151009 0001078782-15-001609.hdr.sgml : 20151009 20151009131251 ACCESSION NUMBER: 0001078782-15-001609 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20151009 DATE AS OF CHANGE: 20151009 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORTHSIGHT CAPITAL, INC. CENTRAL INDEX KEY: 0001439397 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 262727362 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85446 FILM NUMBER: 151152567 BUSINESS ADDRESS: STREET 1: 7740 EAST EVANS RD. CITY: SCOTTSDALE STATE: AZ ZIP: 85260 BUSINESS PHONE: (480) 385-3893 MAIL ADDRESS: STREET 1: 7740 EAST EVANS RD. CITY: SCOTTSDALE STATE: AZ ZIP: 85260 FORMER COMPANY: FORMER CONFORMED NAME: Northsight Capital, Inc. DATE OF NAME CHANGE: 20080708 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lemak John S CENTRAL INDEX KEY: 0001406204 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 2828 ROUTH STREET STREET 2: SUITE 500 CITY: DALLAS STATE: TX ZIP: 75201 SC 13G 1 f13g100915_sc13g.htm SCHEDULE 13G Schedule 13G


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



SCHEDULE 13G


Amendment No. __


Under the Securities and Exchange Act of 1934





Northsight Capital, Inc.

(Name of Issuer)

 

Common Stock, $.001 par value

(Title of Class of Securities)

 

66702 Q 203

(CUSIP Number)


07/29/2015

(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this is filed:

      Rule 13d-1(b)        .

      Rule 13d-1(c)    X .

      Rule 13d-1(d)        .


*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.


The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




Page 1 of 5 pages




CUSIP NO. 66702 Q 203

 

Page    2     of    5    Pages

 

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)

Sandor Capital Master Fund, LP

IRS Identification No. 27-0013809

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)        .

(b)        .

 

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Texas




NUMBER OF


5


SOLE VOTING POWER


21,133,000 shares

SHARES

 

 

BENEFICIALLY

OWNED BY

EACH

REPORTING


6


SHARED VOTING POWER


  None

PERSON

 

 

WITH

7

SOLE DISPOSITIVE POWER


21,133,000 shares

 

 

 

 

8

SHARED DISPOSITIVE POWER


None


9


AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


21,133,000 (1)


(1)

Includes warrants to purchase 8,416,000 shares of common stock, 4,416,000 of which are currently exercisable and the remaining 4,000,000 are exercisable upon 75 days’ notice.

 

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES        .


11


PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

17.65%

 

 

12

TYPE OF REPORTING PERSON


OO










CUSIP NO. 66702 Q 203

 

Page    3     of    5    Pages

 

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)

John Lemak

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)        .

(b)        .

 

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

US




NUMBER OF


5


SOLE VOTING POWER


21,133,000 shares

SHARES

 

 

BENEFICIALLY

OWNED BY

EACH

REPORTING


6


SHARED VOTING POWER


  None

PERSON

 

 

WITH

7

SOLE DISPOSITIVE POWER


21,133,000 shares

 

 

 

 

8

SHARED DISPOSITIVE POWER


None


9


AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


21,133,000 (1)

(1)

Includes warrants to purchase 8,416,000 shares of common stock, 4,416,000 of which are currently exercisable and the remaining 4,000,000 are exercisable upon 75 days’ notice.

 

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES        .


11


PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

17.65%

 

 

12

TYPE OF REPORTING PERSON


IN









Item 1(a)


The name of the issuer is Northsight Capital, Inc.


Item 1(b)


The address of the Issuer's principal executive offices is: 7740 East Evans Rd. Scottsdale, AZ 85260

Tel. Number:  480-385-3893


Item 2(a)


The names of the reporting persons are: Sandor Capital Master Fund, LP and John Lemak


Item 2(b)


The address of Sandor Capital Master Fund, LP is 2828 Routh St., St. 500, Dallas, TX 75201

The address of John Lemak is: 4410 Bordeaux Avenue, Dallas, TX  75205


Item 2(c)


The Place of organization of Sandor Capital Master Fund, LP is Texas

The citizenship of john Lemak is:  USA


Item 2(d)


The title of the class of securities is:  Common Stock, $0.001 par value


Item 2(e)


The CUSIP Number of the securities is: 66702 Q 203 


Item 3


This statement is not filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c).


Item 4


Ownership:  


Each Reporting Person is the beneficial owner of the 21,133,000 shares reported hereby, representing 17.7% of the class of securities (includes 8,416,000 shares issuable upon exercise of warrants).


Each Reporting Person has:


(i)

sole power to vote or to direct the vote of:  21,133,000 shares

(ii)

shared power to vote or to direct the vote of:  0  shares

(iii)

sole power to dispose or to direct the disposition of:  21,133,000 shares

(iv)

shared power to dispose or to direct the disposition of:  0 shares


Item 5  


Ownership of Five Percent or Less of Class:  Not Applicable


Item 6


Ownership of More than Five Percent on Behalf of another Person:  Not Applicable








Item 7


Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company:  Not Applicable


Item 8


Identification and Classification of Members of the Group:  Not Applicable


Item 9


Notice of Dissolution of Group:  Not Applicable


Item 10


Certification:  


By signing below, each reporting person certifies that, to the best of his/its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


SIGNATURE


After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.



October 8, 2015

       Date


Sandor Capital Master Fund, LP


/s/John Lemak/

By: John Lemak, General Partner


/s/John Lemak /

John Lemak, individually







Exhibit 1


JOINT FILING AGREEMENT

Schedule 13G


Each of the undersigned (John Lemak and Sandor Capital Master Fund, LP) does hereby agree that the Schedule 13G to which this Exhibit 1 is attached is being filed on his/her/its behalf.


Sandor Capital Master Fund, LP


/s/John Lemak/

By: John Lemak, General Partner



/s/John Lemak /

John Lemak, individually