northbay10q093013.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2013

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to __________

Commission file number 000-54213

NORTH BAY RESOURCES INC.

(Exact name of registrant as specified in its charter)

Delaware	83-0402389
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

2120 Bethel Road

Lansdale, Pennsylvania 19446

(Address of principal executive offices)

(215) 661-1100

(Issuer’s telephone number, including area code)

_______________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o

Non-accelerated filer o Smaller reporting company x

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 122,099,168 shares of Common Stock as of November 8, 2013.

Table of Contents

NORTH BAY RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION		Page

Item 1.	Financial Statements.	3

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	40

Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	48

Item 4.	Controls and Procedures.	49

PART II. OTHER INFORMATION.

Item 1.	Legal Proceedings.	50

Item 1A.	Risk Factors.	50

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	50

Item 3.	Defaults upon Senior Securities.	50

Item 4.	Mine Safety Disclosures.	50

Item 5.	Other Information.	50

Item 6.	Exhibits.	50

SIGNATURES		51

EXHIBIT INDEX		52

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NORTH BAY RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

UNAUDITED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2013 AND DECEMBER 31, 2012 (RESTATED)

	September 30, 2013			December 31, 2012 (restated)
ASSETS
Current Assets
Cash	$	51,413		$	42,008
Total Current Assets		51,413			42,008

Other Assets
Available For Sale Securities		42,500			12,550
Prepaid Expenses		55,000			-
Certificates of Deposit		172,793			172,499
Deferred Financing Costs, net		10,890			14,471
Mining Claims – Unproved		1,797,510			1,797,488
Property, Plant & Equipment, net of accumulated depreciation		617,646			635,212
Reclamation Bond – Fraser River		5,000			2,000
Total Other Assets		2,701,339			2,634,220
TOTAL ASSETS	$	2,752,752		$	2,676,228

LIABILITIES, COMMITMENTS & CONTINGENCIES, & STOCKHOLDERS’ EQUITY (DEFICIT)
Liabilities
Current Liabilities
Accounts Payable	$	43,616		$	56,617
Accrued Expenses - Related Party		981,474			884,474
Accrued Expenses – Ruby Mine		2,906			12,250
Accrued Interest		78,351			41,363
Convertible notes payable (net of discounts of $160,936 and $166,307, respectively)		405,578			608,193
Advance Gold Sales (net of discounts of $12,677 and $0, respectively)		209,546			-
Deferred Gain		-			9,835
Derivative Liability		679,586			496,827
Note Payable - Equipment		18,691			-
Note Payable – Ruby Mine Mortgage		1,188,610			1,774,822
Total Current Liabilities		3,608,358			3,884,381

Long-Term Liabilities
Convertible notes payable , net of current portion		396,097			-
Note Payable – Ruby Mine Mortgage, net of current portion		681,101			-
Note Payable – Equipment, net of current portion		37,380			-
Asset Retirement Obligation		5,834			5,584
Total Long-Term Liabilities		1,120,412			5,584
Total Liabilities	$	4,728,770		$	3,889,965

Commitments & Contingencies
Common shares subject to redemption, stated at estimated redemption value, 10,217,486 and 4,517,601 shares outstanding at September 30, 2013 and December 31, 2012, respectively	$	652,789		$	367,490
Total Commitments & Contingencies		652,789			367,490

Stockholders’ Equity (Deficit)
Preferred stock, Series I, $0.001 par value, 100 shares authorized, 100 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively		-			-

Convertible Preferred stock, Series A, $0.001 par value, 8,000,000 shares authorized, 4,000,000 and 4,000,000 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively		4,000			4,000

Common stock, $0.001 par value, 250,000,000 shares authorized, 105,728,190 and 97,485,130 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively		105,729			97,485
Additional Paid-In Capital		12,096,575			11,805,636
Accumulated Other Comprehensive Income/(Loss)		17,450			(12,500	)
Deficit Accumulated During Exploration Stage		(14,852,561	)		(13,475,848	)
Total Stockholders’ Equity (Deficit)		(2,628,807	)		(1,581,227	)
TOTAL LIABILITIES, COMMITMENTS & CONTINGENICES, & STOCKHOLDERS’ EQUITY (DEFICIT)	$	2,752,752		$	2,676,228

The accompanying notes are an integral part of these financial statements

Table of Contents

NORTH BAY RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

UNAUDITED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTH PERIODS ENDING

SEPTEMBER 30, 2013 AND 2012 (RESTATED)

AND THE PERIOD FROM

JUNE 18, 2004 (INCEPTION) THROUGH SEPTEMBER 30, 2013 (Unaudited)

	3 months ended September 30, 2013			3 months ended September 30, 2012 (restated)			9 months ended September 30, 2013			9 months ended September 30, 2012 (restated)			Since inception (June 18, 2004 - September 30, 2013)

Revenues
Revenue	$	-		$	-		$	-		$	-		$	-
Cost of Revenue		-			-			-			-			-
Gross Profit		-			-			-			-			-

Operating Expenses
Commissions & Consulting Fees		-			-			4,800			6,000			316,800
General & Administrative Costs		161,057			85,640			322,785			251,926			9,449,750
Mining Property Costs		272,617			140,146			499,157			447,296			2,205,488
Depreciation Expense		25,520			21,432			73,640			73,802			232,873
Impairment Expense		-			-			-			-			145,995
Accretion Expense		87			76			250			279			1,006
Professional Services		19,336			10,922			85,606			36,172			336,038
Total Operating Expenses		478,617			258,216			986,238			815,475			12,687,950
Net Operating Loss		(478,617	)		(258,216	)		(986,238	)		(815,475	)		(12,687,950	)
Other Income (Expenses)
Gain on Mineral Claim Sales		166,675			-			280,174			4,500			507,918
Other Income from Mineral Claims		-			-			-			-			309,649
Interest Income		147			159			391			584			1,863
Interest Expense		(121,620	)		(155,879	)		(527,520	)		(323,667	)		(1,434,480	)
Gain/Loss on Derivative Liability		432,026			(449,291	)		(144,614	)		(449,291	)		(531,447	)
Loss on Conversion of Debt		-			-			-			-			(137,000	)
Bad Debt Expense		-			981			-			981			(47,185	)
Loss on Settlement		-			-			-			-			(62,095	)
Other Expense		-			(2,222	)		-			(177,269	)		(2,222	)
Other Income		-			-			1,094			-			1,094
Realized Gain (Loss) on Investment		-			-			-			-			(97,109	)
Net Other Income (Expenses)		477,228			(606,252	)		(390,475	)		(944,162	)		(1,491,014	)
Loss From Continuing Operations		-			-			-			-			(14,178,964	)
Loss From Discontinued Operations		-			-			-			-			(673,597	)
Net Loss		(1,389	)		(864,468	)		(1,376,713	)		(1,759,637	)		(14,852,561	)
Accretion of Discount on Redeemable Common Stock		(37,645	)		(4,157	)		(52,346	)		(25,599	)		(81,862	)
Excess Cash Received Compared to Redeemable Amount of Stock		-			-			-			-			974
Interest on Redeemable Common Stock		(14,655	)		(6,907	)		(35,953	)		(14,885	)		(58,901	)
Net Loss Attributable to Common Shareholders		(53,689	)		(875,532	)		(1,465,012	)		(1,800,121	)		(14,992,350	)
Unrealized (Loss)/Gain on Available For Sale Securities		27,500			-			29,950			-			17,450
Total Comprehensive Loss		(26,189	)		(875,532	)		(1,435,062	)		(1,800,121	)		(14,974,900	)

WEIGHTED AVG NUMBER OF SHARES OUTSTANDING (Basic)		114,243,164			100,200,957			110,463,873			99,212,170
Basic Net Loss per Share	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.02	)
WEIGHTED AVG NUMBER OF SHARES OUTSTANDING (Diluted)		114,243,164			100,200,957			110,463,873			99,212,170
Diluted Net Loss per Share	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.02	)

The accompanying notes are an integral part of these financial statements

Table of Contents

NORTH BAY RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD

JUNE 18, 2004 (INCEPTION) THROUGH SEPTEMBER 30, 2013 (Unaudited)

	Preferred Stock												Common Stock
	Series A Shares		Series G Shares		Series I Shares		Series A Amount		Series G Amount		Series I Amount		Shares		Amount		Additional Paid-In Capital			Stock Payable		Accumulated Deficit			Accumulated OCI		Total Stockholders’ Deficit
Inception 6/18/2004		-		-		-	$	-	$	-	$	-		-	$	-	$	-		$	-	$	-		$	-	$	-
Founder's Shares issued		1,200,000		-		-		1,200		-		-		320,000		320		(1,520	)		-		-			-		-
Shares issued for merger		1,200,000		-		-		1,200		-		-		320,000		320		(1,520	)		-		-			-		-
Common Stock issued for cash		-		-		-		-		-		-		200,000		200		4,800			-		-			-		5,000
Net loss for year		-		-		-		-		-		-		-		-		-			-		(95,587	)		-		(95,587	)
Balance at 12/31/2004		2,400,000		-		-	$	2,400	$	-	$	-		840,000	$	840	$	1,760		$	-	$	(95,587	)	$	-	$	(90,587	)

Common Stock issued to convert debt		-		-		-		-		-		-		12,127		12		180,213			-		-			-		180,225
Common Stock issued for services		-		-		-		-		-		-		121,491		121		2,586,046			-		-			-		2,586,167
Common Stock issued for cash		-		-		-		-		-		-		102,643		103		517,597			-		-			-		517,700
Net loss for year		-		-		-		-		-		-		-		-		-			-		(1,816,896	)		-		(1,816,896	)
Balance at 12/31/2005		2,400,000		-		-	$	2,400	$	-	$	-		1,076,261	$	1,076	$	3,285,616		$	-	$	(1,912,483	)	$	-	$	1,376,609

Table of Contents

NORTH BAY RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD

JUNE 18, 2004 (INCEPTION) THROUGH SEPTEMBER 30, 2013 (Unaudited)

(Continued)

	Preferred Stock												Common Stock
	Series A Shares		Series G Shares		Series I Shares		Series A Amount		Series G Amount		Series I Amount		Shares		Amount		Additional Paid-In Capital		Stock Payable		Accumulated Deficit			Accumulated OCI		Total Stockholders’ Deficit
Common Stock issued to convert debt		-		-		-		-		-		-		1,202,000		1,202		2,206,398		-		-			-		2,207,600
Common Stock issued for services		-		-		-		-		-		-		1,309,000		1,309		1,543,191		-		-			-		1,544,500
Expenses paid by shareholder		-		-		-		-		-		-		-		-		164,371		-		-			-		164,371
Net loss for year		-		-		-		-		-		-		-		-		-		-		(5,504,237	)		-		(5,504,237	)
Balance at 12/31/2006		2,400,000		-		-	$	2,400	$	-	$	-		3,587,261	$	3,587	$	7,199,576	$	-	$	(7,416,720	)	$	-	$	(211,157	)

Table of Contents

NORTH BAY RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD

JUNE 18, 2004 (INCEPTION) THROUGH SEPTEMBER 30, 2013 (Unaudited)

(Continued)

	Preferred Stock														Common Stock
	Series A Shares			Series G Shares		Series I Shares		Series A Amount			Series G Amount		Series I Amount		Shares			Amount			Additional Paid-In Capital			Stock Payable		Accumulated Deficit			Accumulated OCI		Total Stockholders’ Deficit
Beneficial Conversion Features on notes payable		-			-		-		-			-		-		-			-			62,000			-		-			-		62,000
Common Stock issued to convert debt		-			-		-		-			-		-		1,350,000			1,350			120,150			-		-			-		121,500
Common Stock issued for services		-			-		-		-			-		-		10,575,000			10,575			959,425			-		-			-		970,000
Common Stock issued as interest on loan		-			-		-		-			-		-		10,000			10			1,490			-		-			-		1,500
Preferred Shares issued for services		-			-		100		-			-		-		-			-			101,000			-		-			-		101,000
Common Stock issued for conversion of preferred shares		(2,400,000	)		-		-		(2,400	)		-		-		1,200,000			1,200			1,200			-		-			-		-
Shares bought back and retired		-			-		-		-			-		-		(200,000	)		(200	)		(1,800	)		-		-			-		(2,000	)
Expenses paid by shareholder		-			-		-		-			-		-		-			-			70,623			-		-			-		70,623
Net loss for year		-			-		-		-			-		-		-			-			-			-		(1,490,871	)		-		(1,490,871	)
Balance at 12/31/2007		-			-		100	$	2,400		$	-	$	-		16,522,261		$	16,522		$	8,513,664		$	-	$	(8,907,591	)	$	-	$	(377,405	)

Table of Contents

NORTH BAY RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD

JUNE 18, 2004 (INCEPTION) THROUGH SEPTEMBER 30, 2013 (Unaudited)

(Continued)

	Preferred Stock												Common Stock
	Series A Shares		Series G Shares		Series I Shares		Series A Amount		Series G Amount		Series I Amount		Shares		Amount		Additional Paid-In Capital		Stock Payable		Accumulated Deficit			Accumulated OCI		Total Stockholders’ Deficit
Rounding of shares due to stock split		-		-		-		-		-		-		26		-		-		-		-			-		-
Common Stock issued for services		-		-		-		-		-		-		5,500,000		5,500		224,500		-		-			-		230,000
Common Stock issued for cash		-		-		-		-		-		-		2,275,000		2,275		7,725		-		-			-		10,000
Contribution from investor		-		-		-		-		-		-		-		-		10,000		-		-			-		10,000
Mark to market AFS securities		-		-		-		-		-		-		-		-		-		-		-			22,780		22,780
Net loss for year		-		-		-		-		-		-		-		-		-		-		(328,478	)		-		(328,478	)
Balance at 12/31/2008		-		-		100	$	-	$	-	$	-		24,297,287	$	24,297	$	8,755,889	$	-	$	(9,236,069	)	$	22,780	$	(433,103	)

Table of Contents

NORTH BAY RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD

JUNE 18, 2004 (INCEPTION) THROUGH SEPTEMBER 30, 2013 (Unaudited)

(Continued)

	Preferred Stock												Common Stock
	Series A Shares		Series G Shares		Series I Shares		Series A Amount		Series G Amount		Series I Amount		Shares		Amount		Additional Paid-In Capital			Stock Payable		Accumulated Deficit			Accumulated OCI			Total Stockholders’ Deficit
Common Stock issued for services		-		-		-		-		-		-		2,500,000		2,500		27,250			-		-			-			29,750
Preferred Stock issued for services		4,000,000		100,000		-		4,000		100		-		-		-		249,685			-		-			-			253,785
Common Stock issued for cash		-		-		-		-		-		-		21,800,000		21,800		151,200			-		-			-			173,000
Common Stock issued for deferred compensation		-		-		-		-		-		-		10,000,000		10,000		177,500			-		-			-			187,500
Loss realized on AFS securities		-		-		-		-		-		-		-		-		-			-		-			(22,780	)		(22,780	)
Stock payable for commitment fee on equity offering		-		-		-		-		-		-		-		-		(115,310	)		115,310		-			-			-
Net loss for year		-		-		-		-		-		-		-		-		-			-		(786,979	)		-			(786,979	)
Balance at 12/31/2009		4,000,000		100,000		100	$	4,000	$	100	$	-		58,597,287	$	58,597	$	9,246,214		$	115,310	$	(10,023,048	)	$	22,780		$	(598,827	)

Table of Contents

NORTH BAY RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD

JUNE 18, 2004 (INCEPTION) THROUGH SEPTEMBER 30, 2013 (Unaudited)

(Continued)

	Preferred Stock												Common Stock
	Series A Shares		Series G Shares		Series I Shares		Series A Amount		Series G Amount		Series I Amount		Shares		Amount		Additional Paid-In Capital		Stock Payable			Accumulated Deficit			Accumulated OCI		Total Stockholders’ Deficit
Common Stock issued for commitment fee on equity offering		-		-		-		-		-		-		6,589,147		6,589		108,721		(115,310	)		-			-		-
Common Stock issued for cash		-		-		-		-		-		-		5,000,000		5,000		45,000		-			-			-		50,000
Discount on convertible notes from beneficial conversion features and attached warrants		-		-		-		-		-		-		-		-		107,406		-			-			-		107,406
Common Stock issued for Ruby Mine Purchase Option		-		-		-		-		-		-		10,000,000		10,000		140,000		-			-			-		150,000
Warrants issued for Purchase Option – Ruby Mine		-		-		-		-		-		-		-		-		149,896		-			-			-		149,896
Net loss for year		-		-		-		-		-		-		-		-		-		-			(287,345	)		-		(287,345	)
Balance at 12/31/2010		4,000,000		100,000		100	$	4,000	$	100	$	-		80,186,434	$	80,186	$	9,797,237	$	-		$	(10,310,393	)	$	-	$	(428,870	)

Table of Contents

NORTH BAY RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD

JUNE 18, 2004 (INCEPTION) THROUGH SEPTEMBER 30, 2013 (Unaudited)

(Continued)

	Preferred Stock												Common Stock
	Series A Shares		Series G Shares		Series I Shares		Series A Amount		Series G Amount		Series I Amount		Shares		Amount		Additional Paid-In Capital		Stock Payable		Accumulated Deficit		Accumulated OCI		Total Stockholders’ Deficit
Common Stock issued for cash		-		-		-		-		-		-		9,433,985		9,434		758,566		-		-		-		768,000
Common Stock issued for convertible debt conversion		-		-		-		-		-		-		4,459,092		4,459		169,393		-		-		-		173,852
Common Stock issued for services		-		-		-		-		-		-		42,857		43		2,957		-		-		-		3,000
Common Stock issued for settlement of services		-		-		-		-		-		-		550,000		550		61,545		-		-		-		62,095
Common Stock issued for deferred compensation		-		-		-		-		-		-		2,000,000		2,000		178,000		-		-		-		180,000
Common Stock issued for directors compensation		-		-		-		-		-		-		111,112		111		9,889		-		-		-		10,000
Discount on convertible notes from beneficial conversion feature		-		-		-		-		-		-		-		-		70,568		-		-		-		70,568
Term Extension of Ruby warrants		-		-		-		-		-		-		-		-		2,519		-		-		-		2,519
Warrants issued for Purchase Option – Ruby Mine