8-K/A 1 form_8k-a.htm NORTHSIGHT CAPITAL, INC. ANNOUNCING THE CHANGE OF THEIR AUDITOR form_8k-a.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

Form 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 11, 2009

NORTHSIGHT CAPITAL, INC.
(Exact name of registrant as specified in its charter)

Nevada
333-152290
26-2727362
(State or other jurisdiction of incorporation)
(Commission
File Number)
(IRS Employer Identification No.)

14301 North 87th Street, Suite 301
Scottsdale, AZ
 
85260
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code: (480) 272-7290

Copies of Communications to:
Stoecklein Law Group
Emerald Plaza
402 West Broadway
Suite 690
San Diego, CA 92101
(619) 704-1310
Fax (619) 704-0556

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
 
 
 

*EXPLANATORY NOTE – The Registrant is amending its Form 8-K filed on May 15, 2009, to include Exhibit 16 – Letter from Former Auditor.
 
Section 4 – Matters Related to Accountants and Financial Statements
 
Item 4.01 Changes in Registrant’s Certifying Accountant.

On May 11, 2009, the Board of Directors of the Registrant dismissed Lawrence Scharfman & Co. CPA P.C. (the “Former Accountant”) as the Registrant’s independent registered public accountants and approved the engagement of Moore & Associates, Chartered (the “New Accountant”) to serve as the Registrant’s independent registered public accountants for the fiscal year 2009.

The Former Accountant issued its auditors’ report on the financial statements for the period May 21, 2008 (inception) to December 31, 2008 which included an explanatory paragraph as to the Registrant’s ability to continue as a going concern.

Other than the going concern uncertainty described above, the Former Accountant’s auditors’ report on the financial statements of the Registrant for the period ended December 31, 2008 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle.

During the period ended December 31, 2008 and through the date of this Current Report, there have been no disagreements with the Former Accountant (as defined in Item 304(a)(1)(iv) of Regulation S-K) on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the Former Accountant, would have caused them to make reference thereto in their report on financial statements for such years.

During the period ended December 31, 2008 and through the date of this Current Report on Form 8-K there were no reportable events as defined in Item 304(a)(1)(iv) of Regulation S-K.

During the period ended December 31, 2008 and through the date of this Current Report on Form 8-K, neither the Registrant nor anyone on its behalf has consulted with the New Accountant regarding either:

1.  
The application of accounting principles to specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Registrant’s financial statements, and neither was a written report provided to the Registrant nor was oral advice provided that the New Accountant concluded was an important factor considered by the Registrant in reaching a decision as to an accounting, auditing, or financial reporting issue; or

2.  
Any matter that was either the subject of a disagreement or a reportable event, as each term is defined in Items 304(a)(1)(iv) or (v) of Regulation S-K, respectively.

 
 
 
The Registrant provided the Former Accountant a copy of the above disclosure and requested that they furnish a letter addressed to the Securities and Exchange Commission (the "Commission") stating whether or not the Former Accountant agrees with the statements made above.  A copy of the Former Accountant’s letter to the Commission is attached hereto as Exhibit 16.1.

Section 9 – Financial Statements and Exhibits

Item 9.01 Exhibits

Exhibit
Number
 
Description
16.1
Letter From Lawrence Scharfman & Co., CPA P.C.
   

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 
NORTHSIGHT CAPITAL, INC.
   
   
   
 
By: /S/ Steve Nickolas
 
Steve Nickolas, President


Date:  June 11, 2009