Filing Details

CUSIP No. 66702 Q 203
	1.	Names of Reporting Persons John Lemak
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)
		(b)
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC of Sandor Capital Master Fund
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
	6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			7.			Sole Voting Power: 40,505,305
			8.			Shared Voting Power: 0
			9.			Sole Dispositive Power: 40,505,305
			10.			Shared Dispositive Power: 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 40,505,305 (includes right to acquire 10,130,285 shares pursuant to currently exercisable warrants)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
	13.	Percent of Class Represented by Amount in Row (11) 31.7%
	14.	Type of Reporting Person (See Instructions)   IN

CUSIP No. 66702 Q 203
	1.	Names of Reporting Persons Sandor Capital Master Fund
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)
		(b)
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
	6.	Citizenship or Place of Organization Texas
Number of Shares Beneficially Owned by Each Reporting Person With			7.			Sole Voting Power: 40,505,305
			8.			Shared Voting Power: 0
			9.			Sole Dispositive Power: 40,505,305
			10.			Shared Dispositive Power: 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 40,505,305 (includes right to acquire 10,130,285 shares pursuant to currently exercisable warrants)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
	13.	Percent of Class Represented by Amount in Row (11) 31.7%
	14.	Type of Reporting Person (See Instructions)   PN

Item 1. Security and Issuer

 

Common Stock, $.0001 par value

 

Northsight Capital, Inc.

7580 E Gray Rd., Ste 103

Scottsdale, AZ 85260

 

Item 2. Identity and Background

 

(a) Through (e)

 

Sandor Capital Master Fund is the record owner of the shares and warrants. John Lemak is the General Partner of Sandor Capital Master Fund.

 

Sandor Capital Master Fund is a hedge fund located at 2828 Routh St., St. 500, Dallas, TX 75201, and was organized in the State of Texas.

 

John Lemak is a US citizen whose address is 4410 Bordeaux Avenue, Dallas, TX 75205. Mr. Lemak is the General Partner of Sandor Capital Master Fund, in which capacity, he manages the fund’s assets and day to day business activities. Sandor Capital Master Fund is a hedge fund located at 2828 Routh St., St. 500, Dallas, TX 75201, and was organized in the State of Texas.

 

Neither John Lemak nor Sandor Capital Master Fund has during the past 5 years been convicted in any criminal proceeding.

 

Neither John Lemak nor Sandor Capital Master Fund has during the past 5 years been subject to a civil or judicial proceeding as a result of which he/it was or is subject to a judgment or final order enjoining violations of the securities laws or finding any violation of such laws.

 

Item 3. Source and Amount of Funds or Other Consideration

 

Explanatory Note: The reporting person is filing this amendment to its 13D/A3 originally filed 10/24/2017 because it previously inadvertently omitted 3,125,000 shares purchased on November 30, 2015 for $50,000. These shares were inadvertently omitted by the reporting person because he did not receive the physical certificate.

 

Sandor Capital Master Fund and John Lemak have collectively expended an aggregate of $778,117 to purchase 27,875,020 shares of the issuer’s common stock and warrants to purchase 1,130,285 shares of such stock. Sandor Capital Master Fund and John Lemak used their own working capital to make these purchases. In addition, Sandor Capital Master Fund was issued an aggregate of 2,500,000 shares of common stock by the majority shareholder of the issuer in consideration of the investments it has made into the issuer. Sandor Capital Master Fund was also issued warrants to purchase an aggregate of 7,000,000 shares by the issuer in consideration of extending the maturity date of a loan. Between May 20, 2017 and October 3, 2017, an aggregate of 7,416,000 warrants expired unexercised. On October 16, 2017, the following transactions occurred: 714,285 warrants with an exercise price of $.25 per share, expiring October 27, 2017, were cancelled and replaced with a like number of warrants having an exercise price of $.10 per share, for a term of three years; 2,000,000 warrants with an exercise price of $.05 per share, expiring December 10, 2017, were cancelled and replaced with a like number of warrants at the same exercise price for a term of three years; 416,000 warrants were issued at an exercise price of $.10 per share for a term of three years; and 7,000,000 warrants were issued at an exercise price of $.05 per share for a term of three years. These new warrants were issued primarily in recognition of advances made by the reporting person to the issuer over several years.

 

Item 4(a)-(j) Purpose of Transaction

 

The reporting person acquired the securities for investment only.

 

Item 5. Interest in Securities of the Issuer

 

A. The following information is for each of Sandor Capital Master Fund and John Lemak, its General Partner

 

Amount: 40,505,305 (includes right to acquire 10,130,285 shares pursuant to currently exercisable warrants)

 

Percentage: 31.7%

B. Sole Voting Power: 40,505,305

 

Shared Voting Power: 0

 

Sole Dispositive Power: 40,505,305

 

Shared Dispositive Power: 0

 

C. Sandor Capital Master Fund and or John Lemak have during the last sixty days acquired securities as follows: on October 16, 2017, 714,285 warrants with an exercise price of $.25 per share were cancelled and replaced with a like number of warrants having an exercise price of $.10 per share, for a term of three years; 2,000,000 warrants with an exercise price of $.05 per share, expiring December 10, 2017 , were cancelled and replaced with a like number of warrants at the same exercise price for a term of three years; 416,000 warrants were issued at an exercise price of $.10 per share for a term of three years; and 7,000,000 warrants were issued at an exercise price of $.05 per share for a term of three years. These warrants were issued primarily in recognition of advances made by the reporting person to the issuer over several years.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

In May and November 2015, Sandor Capital Master Fund loaned the Issuer’s controlling shareholder (and her spouse) $300,000 and $50,000, respectively. The repayment of this loan is secured by the shareholder’s pledge to Sandor Capital Master Fund of 29,951,265 shares of the issuer’s common stock.

 

Item 7. Material to Be Filed as Exhibits

 

Joint Filing Agreement

 

Signature

 

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

February 21, 2018 

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 13D

 

Each of the undersigned (John Lemak and Sandor Capital Master Fund, LP) does hereby agree that the Schedule 13D 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