Edgar Filing: NORTH BAY RESOURCES INC

northbay10q093011.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, 2011

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: 96,858,810 shares of Common Stock as of November 8, 2011.

Table of Contents

NORTH BAY RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

TABLE OF CONTENTS

		Page
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements	3

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	29

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	35

Item 4T.	Controls and Procedures	36

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	37

Item 1A.	Risk Factors	37

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37

Item 3.	Defaults upon Senior Securities	37

Item 4.	Removed and Reserved	37

Item 5.	Other Information	37

Item 6.	Exhibits	37

	SIGNATURES	38

	EXHIBIT INDEX	39

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, 2011 AND DECEMBER 31, 2010

	Sep 30, 2011			Dec 31, 2010
ASSETS
Current Assets
Cash	$	211,887		$	47,000
Accounts Receivable		30,000			-
Prepaid Expenses		5,000			9,910
Total Current Assets		246,887			56,910

Other Assets
Certificates of Deposit		171,618			-
Goodwill		5,341			-
Mining Claims		1,964,278			-
Property, Plant & Equipment, net of accumulated depreciation		891,460			-
Purchase Option - Ruby Mine		-			393,983
Total Other Assets		3,032,697			393,983
TOTAL ASSETS	$	3,279,584		$	450,893

LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)
Liabilities
Current Liabilities
Accounts Payable	$	-		$	10,000
Accrued Expenses		730,474			838,474
Accrued Interest		14,617			2,264
Convertible notes payable (net of discounts of $0 and $88,475, respectively)		-			29,025
Note Payable		1,920,000			-
Total Current Liabilities		2,665,091			879,763

Long-Term Liabilities
Asset Retirement Obligation		171,618			-
Total Long-Term Liabilities		171,618			-
Total Liabilities	$	2,836,709		$	879,763

Stockholders’ Equity (Deficit)
Preferred stock, Series I, $0.001 par value, 100 shares authorized, 100 shares issued and outstanding at September 30, 2011 and December 31, 2010, 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, 2011 and December 31, 2010, respectively		4,000			4,000

Convertible Preferred stock, Series G, $0.001 par value, 1,500,000 shares authorized, 100,000 and 100,000 shares issued and outstanding at September 30, 2011 and December 31, 2010, respectively		100			100

Common stock, $0.001 par value, 250,000,000 shares authorized, 96,704,001 and 80,186,434 shares issued and outstanding at September 30, 2011 and December 31, 2010, respectively		96,704			80,186
Additional Paid-In Capital		11,240,125			9,797,237
Stock Payable		25,000			-
Deficit Accumulated During Exploration Stage		(10,923,054	)		(10,310,393	)
Total Stockholders’ Equity (Deficit)		442,875			(428,870	)
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)	$	3,279,584		$	450,893

The accompanying notes are an integral part of these financial statements.

Table of Contents

NORTH BAY RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTH PERIODS ENDING

SEPTEMBER 30, 2011 AND 2010 (Unaudited)

AND THE PERIOD FROM

JUNE 18, 2004 (INCEPTION) THROUGH SEPTEMBER 30, 2011 (Unaudited)

	3 months ended September 30, 2011			3 months ended September 30, 2010			9 months ended September 30, 2011			9 months ended September 30, 2010			Since inception (June 18, 2004 - September 30, 2011)
Revenues
Retail Sales (revenue prior to change to mining company in 2006)	$	-		$	-		$	-		$	-		$	40,567
Cost of Revenue		-			-			-			-			49,070
Gross Loss		-			-			-			-			(8,503	)

Operating Expenses
Commissions & Consulting Fees		-			-			43,215			-			302,999
General & Administrative Costs		86,967			40,304			262,900			187,349			9,403,965
Mining Property Costs		73,358			27,491			131,599			56,654			963,198
Depreciation Expense		17,028			-			17,028			-			17,028
Professional Services		13,350			32,865			42,370			45,615			160,118
Total Operating Expenses		190,703			100,660			497,112			289,618			10,847,308
Net Operating Loss		(190,703	)		(100,660	)		(497,112	)		(289,618	)		(10,855,811	)
Other Income (Expenses)
Gain on Mineral Claim Sales		-			-			103,500			5,000			223,244
Gain on Joint-Ventures		-			25,000			-			35,550			277,149
Interest Income		121			3			226			45			335
Interest Expense		(32,552	)		(3,393	)		(157,180	)		(3,398	)		(252,618	)
Loss on Conversion of Debt		-			-			-			-			(137,000	)
Bad Debt Expense		-			-			-			-			(19,149	)
Loss on Settlement		-			-			(62,095	)		-			(62,095	)
Realized Gain (Loss) on Investment		-			-			-			9,875			(97,109	)
Net Other Income (Expenses)		(32,431	)		21,610			(115,549	)		47,072			(67,243	)
Net Gain (Loss)		(223,134	)		(79,050	)		(612,661	)		(242,546	)		(10,923,054	)

WEIGHTED AVG NUMBER OF SHARES OUTSTANDING (Basic)		95,880,831			69,319,095			89,719,476			69,319,095
Basic Net Gain (Loss) per Share	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.00	)
WEIGHTED AVG NUMBER OF SHARES OUTSTANDING (Diluted)		95,880,831			69,319,095			89,719,476			69,319,095
Diluted Net Gain (Loss) per Share	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.00	)

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, 2011 (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, 2011 (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, 2011 (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	$	-		$	-	$	-		16,522,261		$	16,522		$	8,443,041		$	-	$	(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, 2011 (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	$	8,685,266	$	-	$	(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, 2011 (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			-		-			-			253,685

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	$	9,175,591		$	115,310	$	(10,023,048	)	$	-		$	(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, 2011 (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 period		-		-		-		-		-		-		-		-		-		-			(287,345	)		-		(287,345	)

Balance at 12/31/2010		4,000,000		100,000		100	$	4,000	$	100	$	-		80,186,434	$	80,186	$	9,726,614	$	-		$	(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, 2011 (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		-		-		-		-		-		-		9,354,506		9,355		748,645		-		-			-		758,000
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		-		-		-		-		-		-		-		-		50,000		-		-			-		50,000
Term Extension of Ruby warrants		-		-		-		-		-		-		-		-		2,519		-		-			-		2,519
Warrants issued for Purchase Option – Ruby Mine		-		-		-		-		-		-		-		-		219,940		-		-			-		219,940
Stock payable for warrant exercise		-		-		-		-		-		-		-		-		-		25,000		-			-		25,000
Net Gain (loss) for period		-		-		-		-		-		-		-		-		-		-		(612,661	)		-		(612,661	)
Balance at 9/30/2011		4,000,000		100,000		100	$	4,000	$	100	$	-		96,704,001	$	96,704	$	11,240,125	$	25,000	$	(10,923,054	)	$	-	$	442,875

The accompanying notes are an integral part of these financial statements

Table of Contents

NORTH BAY RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTH PERIODS ENDING

SEPTEMBER 30, 2011 AND 2010 (Unaudited)

AND THE PERIOD FROM

JUNE 18, 2004 (INCEPTION) THROUGH SEPTEMBER 30, 2011 (Unaudited)

	9 Months Ended Sept 30, 2011			9 Months Ended Sept 30, 2010			Since inception (June 18, 2004- Sept 30, 2011)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(612,661	)	$	(242,546	)	$	(10,923,054	)
Adjustments to reconcile Net Loss to net cash used in operations:
Gain on sale of claims, non-cash		-			-			(110,935	)
Common Stock issued for services		3,000			-			5,113,017
Common Stock issued to director for services		10,000			-			10,000
Common Stock issued for mining exploration stage property		-			-			351,400
Preferred Stock issued for bonus		-			-			253,785
Loss on conversion of debt and deferred compensation		-			987			2,150,513
Loss on AFS securities “other than temporary”		-			-			106,985
Loss on settlement - Common Shares issued		62,095			-			62,095
Bad debt expense		-			-			19,149
Gain realized on transfer of AFS – securities		-			(9,875	)		(9,875	)
Amortization of discount on debt		138,475			3,393			219,406
Common Stock issued as interest on loan		-			-			1,500
Depreciation Expense		17,028			-			17,028
Changes in operating assets and liabilities:
Accounts receivable		(30,000	)		-			(30,000	)
Prepaid expenses		4,910			-			4,910
Accounts payable		18,705			-			18,705
Accrued expenses		72,000			173,602			1,036,563
Other current assets		-			556			(29,059	)
Net Cash Used in Operating Activities		(316,448	)		(73,883	)		(1,737,867	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for purchase of fixed assets		(2,159	)		-			(2,159	)
Cash paid for Ruby Purchase		(277,006	)		(53,587	)		(361,093	)
Net Cash Used In Investing Activities		(279,165	)		(53,587	)		(363,252	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of stock		758,000			50,000			1,513,700
Contributions from related party		-			-			244,994
Warrants exercised, shares not yet issued		25,000			-			25,000
Debt Repayments		(72,500	)		-			(72,500	)
Shares re-purchased and retired		-			-			(2,000	)
Borrowings on convertible debt		50,000			67,500			603,812
Net Cash Provided by Financing Activities		760,500			117,500			2,313,006
Net cash increase (decrease) for period		164,887			(9,970	)		211,887
Cash at beginning of period		47,000			41,123			-
Cash at end of period		211,887			31,153			211,887
Supplementary Cash Flow Information:
Cash Paid for Interest		-			-			-
Cash Paid for Taxes		-			-			-
Non-Cash Investing & Financing Activities:
Common Stock issued For conversion of preferred shares	$	-		$	-		$	2,400
Common Stock issued For conversion of debt and accrued salary	$	-		$	-		$	253,912
Warrants issued for purchase option - Ruby Mine	$	219,940		$	149,896		$	369,836
Term extension of Ruby Mine warrants	$	2,519		$	-		$	2,519
Stock Issued for purchase option - Ruby Mine	$	-		$	-		$	150,000
Cash obligation for purchase option - Ruby Mine	$	-		$	40,000		$	-
Stock Payable for purchase option - Ruby Mine	$	-		$	150,000		$	-
Discount from beneficial conversion feature and warrants attached to convertible notes payable	$	50,000		$	50,761		$	157,406
Transfer of available for sale securities to relieve accrued salary	$	-		$	12,838		$	12,838
Accrued salary relieved for shares issued	$	180,000		$	-		$	280,000
Common and preferred shares issued as founders shares	$	-		$	-		$	3,040
Capitalized costs for Ruby Mine purchase option transferred to fixed assets and mineral assets upon acquisition	$	801,442		$	-		$	801,442
Note payable for Ruby Mine acquisition	$	1,990,000		$	-		$	1,990,000
Liabilities assumed with Ruby Mine acquisition	$	174,118		$	-		$	174,118
Common stock issued for conversion of convertible debt	$	173,852		$	-		$	173,852
Common stock issued for stock payable	$	-		$	115,310		$	115,310

The accompanying notes are an integral part of these financial statements

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NORTH BAY RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 1 GENERAL ORGANIZATION AND BUSINESS

The Company was incorporated in the State of Delaware on June 18, 2004 under the name Ultimate Jukebox, Inc. On September 4, 2004, Ultimate Jukebox, Inc. merged with NetMusic Corporation, and subsequently changed the Company name to NetMusic Entertainment Corporation. On March 10, 2006, the Company ceased digital media distribution operations, began operations as a natural resources company, and changed the Company name to Enterayon, Inc. On January 15, 2008, the Company merged with and assumed the name of its wholly-owned subsidiary, North Bay Resources Inc. As a result of the merger, Enterayon, Inc. was effectively dissolved, leaving North Bay Resources Inc. as the remaining company.

The Company’s business plan is based on the Generative Business Model, which is designed to leverage our mining properties and mineral claims into near-term revenue streams even during the earliest stages of exploration and development. This is accomplished by entering into sales, joint-venture, and/or option contracts with other mining companies, for which the Company generates revenue through payments in cash, stock, and other consideration.

The Generative Business Model is our short term plan to leverage properties until funding is adequate to implement our long term plan. The Company’s long term plan is to locate and extract gold and silver from current exploration stage properties. This will be done through utilizing joint-ventures and other funding that is available to develop properties until they reach the production stage. Once in the production stage, the Company plans on extracting gold, silver, and other profitable by-products, and selling them to smelters. The Company has not currently begun this stage of the business plan.

NOTE 2 GOING CONCERN

These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has generated modest revenues since inception and has never paid any dividends and is unlikely to pay dividends. The Company has accumulated losses since inception equal to $10,923,054 as of September 30, 2011. These factors raise substantial doubt regarding the ability of the Company to continue as a going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations and to determine the existence, discovery and successful exploration of economically recoverable reserves in its resource properties, confirmation of the Company’s interests in the underlying properties, and the attainment of profitable operations. The Company has had very little operating history to date. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation. There was no material effect to the consolidated financial statements as result of these reclassifications.

Use of Estimates

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

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments and other short-term investments with a maturity of three months or less, when purchased, to be cash equivalents. There were no cash equivalents at September 30, 2011 and December 31, 2010. The Company maintains cash and cash equivalent balances at one financial institution that is insured by the Federal Deposit Insurance Corporation up to $250,000.

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Marketable Securities

The Company accounts for its marketable securities, which are available for sale, in accordance with Financial Accounting Standards Board (“FASB”) guidance regarding accounting for certain investments in debt and equity securities, which requires that available-for-sale and trading securities be carried at fair value. Unrealized gains and losses deemed to be temporary on available-for-sale securities are reported as other comprehensive income (“OCI”) within shareholders’ deficit. Realized gains and losses and declines in value deemed to be other than temporary on available-for-sale securities are included in “(Gain) loss on short- and long-term investments” and “Other income” on our statements of operations. Trading gains and losses also are included in “(Gain) loss on short- and long-term investments.” Fair value of the securities is based upon quoted market prices in active markets or estimated fair value when quoted market prices are not available. The cost basis for realized gains and losses on available-for-sale securities is determined on a specific identification basis. We classify our available-for-sale securities as short- or long-term based upon management’s intent and ability to hold these investments. In addition, throughout 2009, the FASB issued various authoritative guidance and enhanced disclosures regarding fair value measurements and impairments of securities which helps in determining fair value when the volume and level of activity for the asset or liability have significantly decreased and in identifying transactions that are not orderly.

Revenue Recognition

The company has recognized no mining revenue to date. In the future mining revenue will be recognized according to the policy described below.

Revenue is recognized when the following conditions are met:

(a) persuasive evidence of an arrangement to purchase exists;

(b) the price is fixed or determinable;

(d) collection of the sales price is reasonably assured.

Under the terms of concentrate sales contracts with third-party smelters, final prices for the gold, silver, zinc, copper and lead in the concentrate are set based on the prevailing spot market metal prices on a specified future date based on the date that the concentrate is delivered to the smelter. The Company records revenues under these contracts based on forward prices at the time of delivery, which is when transfer of legal title to concentrate passes to the third-party smelters. The terms of the contracts result in differences between the recorded estimated price at delivery and the final settlement price. These differences are adjusted through revenue at each subsequent financial statement date.

Mineral Property Costs

Mineral property acquisition costs are capitalized upon acquisition. Mineral property exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. To date the Company has not established any reserves on its mineral properties.

The Company reviews long-lived assets for indicators of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If the review indicates that the carrying amount of the asset may not be recoverable, the potential impairment is measured based on a projected discounted cash flow method using a discount rate that is considered to be commensurate with the risk inherent in the Company's current business model. For purposes of recognition and measurement of an impairment loss, a long-lived asset is grouped with other assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets.

Purchase Options for Mining Property

Costs associated with acquisitions related to purchase options for mining properties are capitalized when the costs are incurred in accordance with ASC 340.10. The costs are carried at the amount paid and transferred to the appropriate asset account if the option is exercised. If it is determined that the Company will not exercise the option, the option is expensed.

Asset retirement obligation

The FASB standard on accounting for asset retirement obligation requires that the fair value of the liability for asset retirement costs be recognized in an entity’s balance sheet, as both a liability and an increase in the carrying values of such assets, in the periods in which such liabilities can be reasonably estimated. The present value of the estimated future asset retirement obligation (“ARO”), as of the date of acquisition or the date at which mining commences is capitalized as part of the costs of mineral assets and recorded with an offsetting liability. The asset retirement costs are depleted over the production life of the mineral assets on a unit-of-production basis.

The ARO is recorded at fair value and accretion expense is recognized as the discounted liability is accreted to its expected settlement value. The fair value of the ARO liability is measured by using expected future cash outflows discounted at the Company’s credit adjusted risk free interest rate.

Amounts incurred to settle plugging and abandonment obligations that are either less than or greater than amounts accrued are recorded as a gain or loss in current operations. Revisions to previous estimates, such as the estimated cost remediate and abandon a mine may require adjustments to the ARO and are capitalized as part of the costs of mineral assets.

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Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are determined based on the differences between the financial reporting basis and the tax basis of the assets and liabilities, and are measured using enacted tax rates that will be in effect when the differences are expected to reverse.

The Company adopted the provisions of the FASB interpretation related to accounting for uncertainty in income taxes, which seeks to reduce the diversity in practice associated with the accounting and reporting for uncertainty in income tax positions. The Company believes it does not have any uncertain tax positions taken or expected to be taken in its income tax returns.

Fair Value of Financial Instruments

The Company adopted the FASB standard related to fair value measurement at inception. The standard defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The standard applies under other accounting pronouncements that require or permit fair value measurements and, accordingly, does not require any new fair value measurements. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the standard established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows.

Level 1. Observable inputs such as quoted prices in active markets;

Level 2. Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The Company had no assets or liabilities valued at fair value on a recurring or non-recurring basis as of September 30, 2011 and December 31, 2010, respectively.

Stock Based Compensation

Beginning January 1, 2006, the Company adopted the FASB standard related to stock based compensation. The standard requires all share-based payments to employees (which includes non-employee Directors), including employee stock options, warrants and restricted stock, be measured at the fair value of the award and expensed over the requisite service period (generally the vesting period). The fair value of common stock options or warrants granted to employees is estimated at the date of grant using the Black-Scholes option pricing model by using the historical volatility of comparable public companies. The calculation also takes into account the common stock fair market value at the grant date, the exercise price, the expected life of the common stock option or warrant, the dividend yield and the risk-free interest rate.

The Company from time to time may issue stock options, warrants and restricted stock to acquire goods or services from third parties. Restricted stock, options or warrants issued to other than employees or directors are recorded on the basis of their fair value, which is measured as of the date required by the Emerging Issues Task Force guidance related to accounting for equity instruments issued to non-employees. In accordance with this guidance, the options or warrants are valued using the Black-Scholes option pricing model on the basis of the market price of the underlying equity instrument on the “valuation date,” which for options and warrants related to contracts that have substantial disincentives to non-performance, is the date of the contract, and for all other contracts is the vesting date. Expense related to the options and warrants is recognized on a straight-line basis over the shorter of the period over which services are to be received or the vesting period. As of September 30, 2011 and December 31, 2010, no options or warrants related to compensation have been issued, and none are outstanding.

Beneficial Conversion Feature

From time to time, the Company may issue convertible notes that may have conversion prices that create an embedded beneficial conversion feature pursuant to the Emerging Issues Task Force guidance on beneficial conversion features. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of any attached equity instruments, if any related equity instruments were granted with the debt. In accordance with this guidance, the intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method.

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Goodwill and Other Intangible Assets

Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed. The Company accounts for goodwill and intangibles under ASC Topic 350, Intangibles – Goodwill and Other, which does not permit amortization, but requires the Company to test goodwill and other indefinite-lived assets for impairment annually or whenever events or circumstances indicate impairment may exist.

Income/Loss Per Share of Common Stock

Basic net loss per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share includes additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for the periods presented. As of September 30, 2011 and 2010, there were 37,000,000 and 22,000,000 common stock equivalents outstanding, respectively.

The following is a reconciliation of the computation for basic and diluted EPS for the nine months ended September 30, 2011 and 2010, respectively:

	September 30, 2011			September 30, 2010
Net Loss		(612,661	)	$	(242,546	)
Weighted-average common shares Outstanding (Basic)		89,719,476			69,319,095
Weighted-average common stock Equivalents		37,000,000			22,000,000
Deduction of stock Equivalents not included due to net loss		(37, 000,000	)		(22,000,000	)
Weighted-average common shares Outstanding (Diluted)		89,719,476			69,319,095
Basic and Diluted Net Gain (Loss) per Share	$	(0.01	)	$	(0.00	)

Recently Issued Accounting Standards

In December 2010, the FASB issued FASB ASU No. 2010-28, “When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts,” which is now codified under FASB ASC Topic 350, “Intangibles — Goodwill and Other.” This ASU provides amendments to Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not a goodwill impairment exists. When determining whether it is more likely than not an impairment exists, an entity should consider whether there are any adverse qualitative factors, such as a significant deterioration in market conditions, indicating an impairment may exist. FASB ASU No. 2010-28 is effective for fiscal years (and interim periods within those years) beginning after December 15, 2010. Early adoption is not permitted. Upon adoption of the amendments, an entity with reporting units having carrying amounts which are zero or negative is required to assess whether is it more likely than not the reporting units’ goodwill is impaired. If the entity determines impairment exists, the entity must perform Step 2 of the goodwill impairment test for that reporting unit or units. Step 2 involves allocating the fair value of the reporting unit to each asset and liability, with the excess being implied goodwill. An impairment loss results if the amount of recorded goodwill exceeds the implied goodwill. Any resulting goodwill impairment should be recorded as a cumulative-effect adjustment to beginning retained earnings in the period of adoption. This ASU is not expected to have any material impact to our financial statements.

In December 2010, the FASB issued FASB ASU No. 2010-29, “Disclosure of Supplementary Pro Forma Information for Business Combinations,” which is now codified under FASB ASC Topic 805, “Business Combinations.” A public entity is required to disclose pro forma data for business combinations occurring during the current reporting period. This ASU provides amendments to clarify the acquisition date to be used when reporting the pro forma financial information when comparative financial statements are presented and improves the usefulness of the pro forma revenue and earnings disclosures. If a public company presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) which occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The supplemental pro forma disclosures required are also expanded to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. FASB ASU No. 2010-29 is effective on a prospective basis for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010, with early adoption permitted. The adoption of this ASU will not have a material effect on our financial position, results of operations or cash flows.

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NOTE 4 INVESTMENTS

In 2008, the Company was to receive $100,000 in joint-venture payments from Hidalgo Mining International Inc. (OTC: HMIT) pursuant to joint-venture agreements on the Company's Silver Leaf and Gold Hill Project properties. The Company elected to accept payment in shares of HMIT stock and received a total of 9,875,214 shares. The shares were valued at $110,935 according to the closing price of the stock on the date the shares were received. A gain of $10,935 related to the value of the stock over the original agreement was recorded due to the transaction. As of December 31, 2008, the market value of these shares was $133,715. This resulted in an unrealized gain shown in other comprehensive income of $22,780 for the year ended December 31, 2008. In October 2009, the joint-ventures with Hidalgo were terminated, and by agreement the Company has retained its shares of HMIT. As of December 31, 2009, the Company has taken an impairment charge and written down the value of the shares to $3,950. The loss was realized and classified as Other Expenses due to the Company’s determination that the devaluation of the shares was “other than temporary”.

As of June 14, 2010, the HMIT shares were transferred to CEO Perry Leopold and applied towards deferred compensation reduction. The shares were valued at $13,825 as their fair market value on the day of transfer. The deferred compensation relieved was $12,838. The excess value of shares transferred over deferred compensation relieved was expensed for $987 due to it being considered as additional compensation to the CEO. A gain of $9,875 was realized on the transaction due to the change in value of the stock from December 31, 2009 to the transfer date.

NOTE 5 PREPAID EXPENSES

During 2009, the Company sold its War Eagle claims in consideration of $14,910 in prepaid marketing and advertising services. As of September 30, 2011, these services have been utilized, and the balance due is zero.

During the quarter ended September 30, 2011, the Company made a $5,000 deposit to PG&E to reestablish electric power to the Ruby Mine. Subsequent to September 30, 2011, this deposit has been credited to fees billed to the Company by PG&E to reenergize the power lines, and the balance is now zero.

NOTE 6 ACCOUNTS RECEIVABLE

On February 10, 2011, the Company executed an agreement (the “Agreement”) to sell a number of its mineral claims in the Slocan Mining District of British Columbia, Canada, to Yardley Mountain Gold Corp (“Yardley”) for the aggregate sum of $93,000 USD. The Agreement provides that Yardley shall pay to North Bay $10,000 USD within ten (10) days of execution of the Agreement, $33,000 USD within three (3) months of the date of the Agreement, and $50,000 USD on or before June 25, 2011. The parties subsequently agreed to extend the due dates of the second and third payments to August 10, 2011. As of August 11, 2011, cash payments of $63,000 have been received, and a $30,000 promissory note due on September 30, 2011, was accepted for the balance due. Accordingly, the sale was completed, and title to all of the claims identified in Schedule A of the Agreement has been transferred to Yardley. As of September 30, 2011, the $30,000 note remains outstanding. Subsequent to September 30, 2011, the Company agreed to extend the due date until December 15, 2011.

NOTE 7 RUBY MINE ACQUISITION

On September 27, 2010, the Company executed an option-to-purchase agreement with Ruby Development Company (“RDC”), a California partnership, for the acquisition of the Ruby Mine (the “Ruby”) in Sierra County, California. The purchase price is $2,500,000, which is to be paid in stages extending to December 30, 2012. Terms of the Ruby agreement provide for an initial option period of 5 months that expired on January 31, 2011, at which time we elected to extend the option for a second 5 month period, expiring on June 30, 2011. On June 1, 2011, the Company exercised its option to purchase the Ruby Mine and made a final option payment of $85,000 to open escrow. On July 1, 2011, escrow was closed and the acquisition of the Ruby Mine was completed. During the preceding option period and as of the closing date, the Company has made payments totaling $510,000 to RDC, consisting of $360,000 cash and 10,000,000 shares of common stock valued at $150,000. These payments were credited towards the purchase price, thereby reducing the outstanding principal due to $1,990,000. In addition, in compliance with the agreement dated September 27, 2010, as amended on January 26, 2011, the Company issued warrants to RDC that gives them the option, until December 31, 2015, of purchasing up to 10 million shares of stock at two cents ($0.02) per share, and in compliance with a second amendment to the Option Agreement dated April 22, 2011, the Company issued warrants granting RDC the right to purchase 2 million shares of the Company’s common stock at the exercise price of ten cents ($0.10) per share. These later warrants are valid until May 1, 2016, but may not be exercised until the earlier of May 1, 2012, or the Company's receipt of the first tranche of funding through the federal EB-5 program.

On the transaction closing date of July 1, 2011, the Company issued a promissory note to RDC for $1,990,000 plus 3% interest per annum. The note is due on or before December 30, 2012. Monthly payments for the duration of 2011 are $35,000 per month. Monthly payments as of January 1, 2012, are set to increase to $85,000 per month. Upon receipt of the Company’s EB-5 funding, the Company has agreed to pay RDC 50% of the funding received until the note is paid off in full. As of September 30, 2011, all monthly payments have been paid, and the outstanding balance due on the note is $1,920,000. Subsequent to September 30, 2011, RDC agreed to lower the mortgage payments due in November and December, 2011, to $10,000 each month. As of the date of this report, the Company remains current in its obligations, and all monthly payments have been made on time. The note is collateralized with all of the assets associated with the Ruby Mine.

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Upon the close of the transaction and the transfer of title, as previously set forth in the purchase agreement, the Company acquired all of the real and personal property associated with the Ruby Gold Mine, all of the shares of Ruby Gold, Inc., a private California corporation, and $171,000 in reclamation bonds securing the permits at the Ruby Mine. Subsequent to the close of the transaction, Ruby Gold, Inc. became a wholly-owned subsidiary of North Bay Resources Inc. The Company has also assumed the reclamation liabilities on the Ruby Mine, for which the $171,000 in reclamation bonds are pledged. In addition, a $2,500 liability from a pre-existing shareholder loan that was outstanding as of the closing date has been extinguished as of September 30, 2011.

All costs related to the acquisition of the property have been capitalized when incurred. All costs related to operating costs of the property have been expensed when incurred. As of September 30, 2011 and December 31, 2010, the Company capitalized a total of $3,052,637 and $393,983, respectively, related to the Ruby Mine purchase. Cash paid during the period ended September 30, 2011 and December 31, 2010 was equal to $277,006 and $82,994, respectively. Warrants issued during the periods ended December 31, 2010 and September 30, 2011 were valued at $149,896 and $219,940 respectively. Shares paid as of December 31, 2010 were valued at $150,000. $2,519 was capitalized to the purchase option during the three months ended March 31, 2011 related to the company’s amendment to extend the term of the 10,000,000 warrants issued to Ruby Development Company from December 31, 2012 to December 31, 2015. The value of the extension was calculated using the Black-Scholes model. In addition, $219,940 was capitalized to the purchase option during the six months ended June 30, 2011 related to the amendment on April 22, 2011 to issue warrants granting RDC the right to purchase 2 million shares of the Company’s common stock at the exercise price of ten cents ($0.10) per share. Said warrants are valid until May 1, 2016, but may not be exercised until the earlier of May 1, 2012, or the Company's receipt of the first tranche of funding through the federal EB-5 program. The value of the additional warrants was calculated using the Black-Scholes model.

Ruby Mine Purchase Price Allocation

The following table summarizes the purchase price allocation for the transaction. The valuation conclusions include three groups: (i) net current tangible assets, (ii) assumed liabilities, and (iii) goodwill. Individual asset valuations are presented below:

Acquisition Date: 07/01/11

Allocation of Purchase	Price Purchase Allocation
	Debit		Credit
Tangible Assets Acquired
Cash/Checking/Savings		5,070
Ruby Gold Mine Claims		1,964,279
Ruby Gold Inc. Certificates of Deposit		171,618
Property and Equipment		906,329
Total Tangible Assets		3,047,296

Assumed Liabilities
Short Term Notes Payable				2,500
Asset Retirement Obligation				171,618
Total Liabilities				174,118
Net Tangible Assets/Liabilities		2,873,178
Goodwill		5,341
Total Net Assets Acquired		2,878,519

Consideration Paid	Debit		Credit
Cash Paid (Option Agreement & Purchase Agreement) - prior year		80,000
Cash Paid (Option Agreement & Purchase Agreement)		280,000
Fees Paid Escrow Agent at Closing		2,076
Value of Extension of term for 9/27/10 Warrants issued		2,519
Note Payable at closing		1,990,000
Warrant (10,000,000 @$0.02 to 9/27/10 - 12/30/12) - prior year		149,896
Warrant (2,000,000 @$0.10 to 4/22/11 - 5/1/16)		219,941
Due diligence fees paid in cash in prior year		4,087
Common Stock valued at $150,000 - prior year		150,000
Total Consideration Paid		2,878,519

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Pro-Forma Financial Statements

NORTH BAY RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

Unaudited Pro-Forma Condensed Combined Balance Sheet

	North Bay Resources Inc. as of Dec 31, 2010			Ruby Gold, Inc. as of Dec 31, 2010
	(audited)			(unaudited)			Adjustments			Combined
ASSETS
Current Assets
Cash	$	47,000		$	650			-			47,650
CD’s Reserved For Reclamation Bonds		-			171,618			-			171,618
Prepaid Expenses		9,910			-			-			9,910
Total Current Assets		56,910			172,268			-			229,178

Other Assets
Goodwill		-			-			5,341			5,341
Mining Claims		-			600,000			1,364,279			1,964,279
Property, Plant & Equipment, net of accumulated depreciation		-			-			906,329			906,329
Purchase Option – Ruby Mine		393,983			-			(393,983	)		-
Total Other Assets		393,983			600,000			1,881,966			2,875,949
TOTAL ASSETS	$	450,893		$	772,268			1,881,966			3,105,127

LIABILITIES & STOCKHOLDERS’ DEFICIT
Liabilities
Current Liabilities
Accounts Payable	$	10,000		$	-			-			10,000
Accrued Expenses		838,474			-			-			838,474
Accrued Interest		2,264			-			-			2,264
Convertible notes payable net of discounts of $88,475 and $0, respectively		29,025			-			-			29,025
Shareholder Loan		-			2,500			-			2,500
Mortgage - Ruby Mine		-			-			1,990,000			1,990,000
Total Current Liabilities		879,763			2,500			1,990,000			2,872,263

Long-Term Liabilities
Asset Retirement Obligation		-			171,618			-			171,618
Total Long-Term Liabilities		171,618			-			171,618
Total Liabilities	$	879,763		$	174,118			1,990,000			3,043,881

Stockholders’ Deficit
Preferred stock, Series I, $0.001 par value, 100 shares authorized, 100 shares issued and outstanding at December 31, 2010		-			-			-			-

Convertible Preferred stock, Series A, $0.001 par value, 8,000,000 shares authorized, 4,000,000 shares issued and outstanding at December 31, 2010		4,000			-			-			4,000

Convertible Preferred stock, Series G, $0.001 par value, 8,000,000 shares authorized, 100,000 shares issued and outstanding at December 31, 2010		100			-			-			100

Common stock, $0.001 par value, 250,000,000 shares authorized, 80,186,434 shares issued and outstanding at December 31, 2010		80,186			4			(4	)		80,186
Additional Paid-In Capital		9,797,237			603,996			(113,880	)		10,287,353
Deficit Accumulated During Exploration Stage		(10,310,393	)		(5,850	)		5,850			(10,310,393	)
Total Stockholders’ Deficit		(428,870	)		598,150			(108,034	)		61,246
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT	$	450,893		$	772,268			1,881,966			3,105,127

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NORTH BAY RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

Unaudited Pro-Forma Condensed Combined Statements of Operations

	North Bay Resources Inc. 9 months ended September 30, 2011			Ruby Gold, Inc. 9 months ended September 30, 2011			Adjustments			Combined
Revenues
Retail Sales (revenue prior to change to mining company in 2006)	$	-		$	-			-			-
Cost of Revenue		-			-			-			-
Gross Loss		-			-			-			-

Operating Expenses
Commissions & Consulting Fees		43,215			-			-			43,215
General & Administrative Costs		262,900			800			-			263,700
Mining Property Costs		131,599			-			(60,187	)		71,412
Permitting Costs		-			24,001			-			24,001
Depreciation Expense		17,028			-			34,056			51,084
BLM Fees and Taxes		-			16,486			-			16,486
Preproduction Costs		-			19,700			-			19,700
Professional Services		42,370			255			-			42,625
Total Operating Expenses		497,112			61,242			(26,131	)		532,223
Net Operating Loss		(497,112	)		(61,242	)		26,131			(532,223	)
Other Income (Expenses)
Gain on Mineral Claim Sales		103,500			-			-			103,500
Gain on Joint-Ventures		-			-			-			-
Interest Income		226			-			-			226
Interest Expense		(157,180	)		-			-			(157,180	)
Loss on Conversion of Debt		-			-			-			-
Bad Debt Expense		-			-			-			-
Loss on Settlement		(62,095	)		-			-			(62,095	)
Realized Gain (Loss) on Investment		-			-			-			-
Net Other Income (Expenses)		(115,549	)		-			-			(115,549	)
Net Loss		(612,661	)		(61,242	)		26,131			(647,772	)

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NORTH BAY RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

Unaudited Pro-Forma Condensed Combined Statements of Operations

	North Bay Resources Inc. 12 months ended December 31, 2010			Ruby Gold, Inc. 12 months ended December 31, 2010			Adjustments			Combined
Revenues
Retail Sales (revenue prior to change to mining company in 2006)	$	-			-			-			-
Cost of Revenue		-			-			-			-
Gross Loss		-			-			-			-

Operating Expenses
Commissions & Consulting Fees		-			-			-			-
General & Administrative Costs		249,829			1,323			-			251,152
Mining Property Costs		77,886			-			(31,969	)		45,917
Due Diligence		-			7,255			-			7,255
Permitting Costs		-			8,114			-			8,114
Depreciation Expense		-			68,112			68,112
BLM Fees and Taxes		-			16,600			-			16,600
Professional Services		57,615			235			-			57,850
Total Operating Expenses		385,330			33,527			36,143			455,000
Net Operating Loss		(385,330	)		(33,527	)		(36,143	)		(455,000	)
Other Income (Expenses)
Gain on Mineral Claim Sales		109,257			-			-			109,257
Gain on Joint-Ventures		-			-			-			-
Interest Income		47			-			-			47
Interest Expense		(21,195	)		-			-			(21,195	)
Loss on Conversion of Debt		-			-			-
Bad Debt Expense		-			-			-			-
Realized Gain (Loss) on Investment		9,876			-			-			9,876
Net Other Income (Expenses)		97,985			-			-			97,985
Net Gain (Loss)	$	(287,345	)		(33,527	)		(36,143	)		(357,015	)

(1) All adjustments on the pro-forma balance sheet are itemized as if the transaction was completed as of December 31, 2010. The assets have accordingly been capitalized, and the mortgage has been categorized as a current liability due to its short term duration.

(2) All expenses on the pro-forma income statement pertaining to due diligence, permitting, BLM fees and taxes, and preproduction costs were paid by the Company on behalf of Ruby Gold, Inc. and categorized as Mining Property Costs on our consolidated financial statements. For pro-forma purposes, these expenses are classified as separate line items. To avoid duplicating expenses incurred, these costs are aggregated as an adjustment to Mining Property Costs.

(3) For the purposes of this pro forma analysis, the purchase price has been allocated based on an estimate of the fair value of assets and liabilities acquired as of the date of acquisition. The determination of estimated fair value requires management to make significant estimates and assumptions.

(4) For the purpose of the pro forma income statements the acquisition date were assumed to be the first of the year for each pro forma. These dates were January 1, 2010 for the year ended December 31, 2010 pro forma and January 1, 2011 for the period ended September 30, 2011 pro forma.

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NOTE 8 ACCOUNTS PAYABLE

During Q1, 2011, the Company agreed to reimburse ACG Consulting, LLC (“ACG”) a total of $37,216 in expenses incurred to prepare and file EB-5 applications with USCIS. As of March 31, 2011, $15,000 of this amount had been paid, and the remaining $22,216 balance was accrued for within accounts payable. As of September 30, 2011, $0 remains outstanding and this account has been paid in full.

NOTE 9 FINANCING

On June 17, 2010, the Company entered into a Convertible Promissory Note Agreement ("the Note") with Tangiers Investors LP, ("Tangiers") pursuant to which the Company received $17,500 as a loan from Tangiers. The Note is convertible to common stock, in whole or in part, at any time and from time to time before maturity at the option of the holder at the greater of (a) $0.001 or (b) eighty percent (80%) of the lowest traded price of common stock out of the ten (10) trading days immediately preceding the conversion date. The Note has a term of one year and accrues interest at a rate equal to 9.9% per year. Conversion rights were waived by the holder from inception of the agreement through July 15, 2010. The beneficial conversion feature resulting from the discounted conversion price compared to market price was valued on the date of grant to be $10,726. This value was recorded as a discount on debt and offset to additional paid in capital. During the three months ended March 31, 2011 the note balance of $17,500 and accrued interest of $1,225 was settled with conversion into 863,681 shares of common stock. The unamortized portion of the discount at the time of conversion of $4,937 was fully amortized upon conversion. No gain or loss was recorded for the conversion due to the conversion being within the terms of the convertible debt agreement.

On September 27, 2010, the Company entered into a Convertible Promissory Note Agreement ("the Note") with Tangiers Investors LP, ("Tangiers") pursuant to which the Company received $50,000 as a loan from Tangiers to initiate the acquisition of the Ruby Mine. The Note is convertible to common stock, in whole or in part, at any time and from time to time before maturity at the option of the holder at the greater of (a) $0.005 or (b) eighty percent (80%) of the lowest traded price of common stock out of the ten (10) trading days immediately preceding the conversion date. The Note has a term of one year and accrues interest at a rate equal to 9.9% per year. In addition, Tangiers is entitled to 1.5 million 5 year warrants exercisable at $0.05, with an additional 1 million 5 year warrants exercisable at $0.05 if the note remains outstanding after 90 days, and is also entitled to a 0.75% non-voting interest in the Ruby Project.

The beneficial conversion feature resulting from the discounted conversion price compared to the market price was calculated based on the date of grant to be $17,560 after adjusting the effective conversion price for the relative fair value of the note proceeds compared to the fair value of the attached warrants and note. In addition to this discount related to the beneficial conversion feature, an additional discount of $22,475 was recorded based on the fair value of the 1,500,000 warrants attached to the debt. This value was derived using the Black-Scholes valuation model. The 1,000,000 contingent warrants owed were valued at $15,000 according to the Black-Scholes model. This value was not recorded initially due to the contingent nature of the issuance. This contingency was resolved ninety days after the note was issued when the note was unpaid. As a result the 1,000,000 warrants were issued. The remaining undiscounted portion of the note was $9,965. As a result of the value of the warrants exceeding the remaining undiscounted portion of the note, only $9,965 was recorded as an additional discount from this issuance. During the three months ended March 31, 2011 the note balance of $50,000 and accrued interest of $2,495 was settled with conversion into 1,600,467 shares of common stock. The unamortized portion of the discount at the time of conversion of $39,986 was fully amortized upon conversion. No gain or loss was recorded for the conversion due to the conversion being within the terms of the convertible debt agreement.

On December 30, 2010, the Company entered into a Convertible Promissory Note Agreement ("the Note") with Tangiers Investors LP, ("Tangiers") pursuant to which the Company received $50,000 as a loan from Tangiers for expenses related to our acquisition of the Ruby Mine. The Note is convertible to common stock, in whole or in part, at any time and from time to time before maturity at the option of the holder at the greater of (a) $0.005 or (b) seventy percent (70%) of the lowest traded price of common stock out of the ten (10) trading days immediately preceding the conversion date. The Note has a term of nine months and accrues interest at a rate equal to 9.9% per year. In addition, Tangiers is entitled to 500,000 5-year warrants exercisable at $0.05. The beneficial conversion feature resulting from the discounted conversion price compared to market price was valued on the date of grant to be $32,485 on the note, and $14,195 on the warrants. This value was recorded as a discount on debt and offset to additional paid in capital. Amortization of the discount was $15,389 for the three months ended March 31, 2011. On April 1, 2011, $27,983 of principal on the note was satisfied with conversion into 975,000 shares of common stock. The remaining balance of $22,017 in principal and $1,612 in accrued interest was satisfied with conversion into 462,416 shares of common stock on June 1, 2011, and as of June 30, 2011, the debt has been retired. The unamortized portion of the discount at the time of conversion of $31,163 was fully amortized upon conversion. No gain or loss was recorded for the conversion due to the conversion being within the terms of the convertible debt agreement.

On January 4, 2011, the Company entered into a Securities Purchase Agreement with Asher Enterprises, Inc. ("Asher"), for the sale of an 8% convertible note in the principal amount of $50,000 (the "Note"). The Note bears interest at the rate of 8% per annum. All interest and principal must be repaid by the maturity date of October 3, 2011. The Note is convertible into common stock, at Asher's option, at a 45% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion. The discount on the Note from the beneficial conversion feature is $50,000, and $32,065 was amortized during the six months ended June 30, 2011. On July 19, 2011, the outstanding $50,000 principal of the note plus $2,000 in accrued interest was converted to 557,528 shares of common stock. Accordingly, the Note has been satisfied, and the debt has been retired. The remaining value of the unamortized discount was amortized upon conversion.

The discounts on debt are being amortized straight line over the terms of the convertible notes. The difference between the straight line and effective interest methods is immaterial due to the short term nature of the convertible notes.

During the quarter ended September 30, 2011 the Company repaid $2,500 to the former owners of Ruby Gold, Inc. as a part of the loans assumed with the acquisition of the Ruby Gold Mine.

As of September 30, 2011 and the date of this report, all outstanding convertible notes have been retired.

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NOTE 10 COMMITMENTS AND CONTINGENCIES

As of September 30, 2011 and December 31, 2010, respectively, the Company does not have any outside commitments, and is not currently leasing any office space. Office space is provided as part of a management agreement with The PAN Network, a private business management and consulting company wholly-owned by the Company’s Chief Executive Officer (see Note 13 - Related Party Transactions). The agreement is renewable annually at the discretion of both parties. As a result there are no future payments for our lease beyond the current year contract.

The Company is not and has never been involved in any litigation of any nature, and the Company is not aware of any pending or threatened litigation.

EB-5

On July 28, 2010, the Company executed an agreement with ACG Consulting, LLC ("ACG") intended to establish a new economic Regional Center ("RC") under the federal EB-5 program (the "EB-5 Program") that will encompass all of Northern California's Gold Country. Once established, the Regional Center is expected to provide full funding for the Company's Ruby Mine Project in Sierra County, California. Terms of the agreement specify that upon filing an application for a new Regional Center with USCIS, North Bay shall pay ACG its share of the startup expenses, which as of December 31, 2010 were $0. During Q1, 2011, the Company agreed to reimburse ACG $37,216 in expenses incurred to prepare and file EB-5 applications with USCIS. As of March 31, 2011, $15,000 of this amount had been paid, and $22,216 remained outstanding. As of September 30, 2011, $0 remains outstanding and this account has been paid in full. No shares of Company stock have been or will be issued in connection with this agreement.

The agreement also provides that North Bay will own 49% of the Regional Center, and ACG will own 51%. ACG and North Bay, working together through the Regional Center, will seek to raise up to $7.5M in EB-5 funding for North Bay's Ruby Mine Project, subject to USCIS approval. ACG will also be an equity partner in each project North Bay may bring into the Regional Center, the amount of which will vary on a deal by deal basis based on the amount of consulting services ACG actually provides. At the present time, no projects other than mining are being considered, and the industry focus for the Regional Center is expected to be limited to mining initially.

Effective October 14, 2010, the Company, together with ACG, entered into a Memorandum of Understanding (“MOU”) with Northern California Regional Center, LLC ("NCRC"), whereby NCRC has agreed to expand its scope to include mining projects in the counties of Sierra and Nevada in Northern California, and together with ACG has agreed to sponsor North Bay's application to secure $7.5 million for the Ruby Gold project in Sierra County, California, through the EB-5 Program. NCRC was approved on April 22, 2010 by the United States Citizenship and Immigration Services (“USCIS”) as a designated EB-5 Regional Center, and is currently approved to sponsor qualifying investments in such capacity within the counties of Colusa; Butte; Glenn; Sacramento; San Joaquin; Shasta; Sutter; Tehama; Yuba; and Yolo in the State of California (the “Regional Center’s Geographic Area”). Pursuant to its regional center designation, NCRC may sponsor qualifying investments in certain industry economic sectors that do not currently include mining. The agreement with North Bay and ACG calls for NCRC to seek USCIS approval for an expansion of NCRC’s Regional Center Geographic Area (the “Expansion”) to include Sierra County, where the Ruby Mine is located, and for approval to include mining within its designated industry sectors (the “Mining Designation”). These applications have been filed with USCIS, and are currently being reviewed. Upon approval of the Expansion and Mining Designation by USCIS, NCRC will then be permitted to sponsor qualified investments in North Bay’s Ruby Gold project under the EB-5 Program. Under the terms of the agreement, NCRC will receive a $5,000 fee for each investor whose minimum $500,000 investment is approved by USCIS. In addition, upon the Ruby Gold project receiving the aggregate sum of $7,500,000 through the EB-5 Program, NCRC shall be entitled to an undivided one and one half percent (1.5%) interest in the Ruby Gold project. No shares of Company stock have been or will be issued in connection with this agreement, and the entire EB-5 funding is expected to be non-dilutive to shareholders.

On July 19, 2011, the NCRC Expansion Amendment, which includes the Mining Designation and pre-approval of the Ruby Gold project as a qualified EB-5 project, was formally approved by USCIS.

NOTE 11 STOCK SPLITS

On February 18, 2005, the Company effected a 4 for 1 forward stock split of our common shares. On March 12, 2006, and on February 7, 2008, the Company effected 1 for 10 reverse stock splits. All information presented herein has been retrospectively adjusted to reflect these stock splits as they took place as of the earliest period presented.

NOTE 12 DEFERRED COMPENSATION/NQDC

The Company has adopted an unfunded Non-Qualified Deferred Compensation (NQDC) plan to compensate our Chief Executive Officer. Under this plan, the Company is not required to reserve funds for compensation, and is only obligated to pay compensation when and if funds are available. Any amounts due but unpaid automatically accrue to deferred compensation. The plan has the option to be renewed annually at the discretion of the Company. While unfunded and non-recourse, for compliance with GAAP this is disclosed as an accrued expense on the balance sheet. On April 28, 2011, the Company issued two million (2,000,000) shares of common stock to our Chief Executive Officer to reduce the aggregate amount of deferred compensation owed to him by $180,000. The shares were valued at the closing market price of our common stock on the date of issuance. As of September 30, 2011 and December 31, 2010, the outstanding balance of the NQDC plan is $730,474 and $838,474, respectively.

In 2007, 2008, and 2009, our Chief Executive Officer was awarded restricted stock bonuses for deferring accrued salary. The value of common shares were based on the market closing price on the day of issuance, and the value of preferred shares were valued via a valuation model generated by an independent valuation expert, as follows:

Date	Type of Stock	Number of Shares		Value
2/12/2007	Preferred		100	$	101,000
2/9/2007	Common		250,000	$	31,250
12/21/2007	Common		10,000,000	$	900,000
12/16/2008	Common		2,500,000	$	50,000
8/11/2009	Preferred		4,100,000	$	253,785

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NOTE 13 RELATED PARTY TRANSACTIONS

In August 2009, the Board of Directors approved and the Company executed a management agreement with The PAN Network (“PAN”), a private business management and consulting company wholly-owned by the Company’s Chief Executive Officer. The agreement is in consideration of $18,000 per month, and calls for PAN to provide (a) office and board room space, including reception, utilities, landline phone/fax, computers, copiers, projectors, and miscellaneous services; (b) financial services, including accounting, corporate filing and bookkeeping; (c) project and administrative services; (d) resource targeting, acquisition, development and management services; (e) marketing services, communications, marketing materials management, and writing services; (f) strategic planning, milestone management and critical path analysis; and (g) online services, including web site hosting, web site design, web site maintenance, and email services. The agreement includes Mr. Leopold’s salary of $15,000 per month, which will accrue entirely to deferred compensation during any period in which the commitment remains unpaid. The term of the agreement is one year, and automatically renews annually on January 1 each year unless otherwise terminated by either party.

In 2008, the Company was to receive $100,000 in joint-venture payments from Hidalgo Mining International Inc. (OTC: HMIT) pursuant to joint-venture agreements on the Company's Silver Leaf and Gold Hill Project properties. The Company elected to accept payment in shares of HMIT stock and received a total of 9,875,214 shares. In October 2009, the joint-ventures with Hidalgo were terminated, and by agreement the Company retained its shares of HMIT. As of December 31, 2009, the Company has taken an impairment charge and written down the value of the shares to $3,950. The loss was realized and classified as Other Expenses due to the Company’s determination that the devaluation of the shares was “other than temporary”. Hidalgo has since ceased operations as a mining company, and has become Verde Media Group Inc. as the result of a reverse merger in December 2009. As there was no reason to continue holding the HMIT shares, on June 14, 2010, the HMIT shares were transferred to CEO Perry Leopold and applied towards deferred compensation reduction. The shares were valued at $13,825 as their fair market value on the day of transfer. The deferred compensation relieved was $12,838. The excess value of shares transferred over deferred compensation relieved was expensed for $987 due to it being considered as additional compensation to the CEO. A gain of $9,875 was realized on the transaction due to the change in value of the stock from December 31, 2009 to the transfer date.

NOTE 14 SHARE ISSUANCES SINCE JUNE 18, 2004 (INCEPTION)

In 2004, the Company issued an aggregate of 320,000 shares of common stock and 1,200,000 shares of preferred stock as Founders shares to the Company Founders. The preferred stock was convertible to common stock at a rate of one common share per two preferred shares. The shares were valued at their par value which was equal to $1,520.

In 2004, the Company issued an aggregate of 320,000 shares of common stock and 1,200,000 shares of preferred stock to the Company Officers and Directors upon the merger of Ultimate Jukebox, Inc. and NetMusic Corp. The preferred stock was convertible to common stock at a rate of one common share per two preferred shares. The shares were valued at their par value which was equal to $1,520.

Prior to 2008, the Company issued an aggregate of 12,005,491 shares of common stock for services rendered and exploration stage mining properties. The shares were valued at $5,100,667, based on the market price on the date of issuance.

Prior to 2008, the Company issued an aggregate of 2,574,127 shares of common stock to convert debt to equity. The shares were valued at $2,510,825 based on the market price on the date of issuance. Any differences between the value of the shares issued and the debt relieved were recorded as a gain or loss on conversion.

Prior to 2008, the Company issued an aggregate of 302,643 shares of common stock in private placements. The consideration received was $522,700.

Prior to 2008, the Company purchased back and retired 200,000 shares at a net cost of $2,000.

Prior to 2008, the Company received a contribution of $164,371 from a shareholder to pay expenses for mineral claim exploration.

Prior to 2008, the Company issued 100 shares of Series I Preferred stock to our Chief Executive Officer, Mr. Perry Leopold, as an anti-takeover measure to insure that Mr. Leopold maintains control of the Company during periods when the Company’s stock may be severely undervalued and subject to hostile takeover in the open market. As specified in the Certificate of Designation filed by the Company with the Delaware Secretary of State in February 2007, ”the outstanding shares of Series I Preferred Stock shall vote together with the shares of Common Stock of the Corporation as a single class and, regardless of the number of shares of Series I Preferred Stock outstanding and as long as at least one of such shares of Series I Preferred Stock is outstanding, shall represent eighty percent (80%) of all votes entitled to be voted at any annual or special meeting of shareholders of the Corporation or action by written consent of shareholders. Each outstanding share of the Series I Preferred Stock shall represent its proportionate share of the 80% which is allocated to the outstanding shares of Series I Preferred Stock.” The value of the Series I Preferred shares was valued at $101,000 according to the value of the control premium from 80% of the voting rights assigned to Series I Preferred stock.

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Prior to 2008, the Company converted 2,400,000 shares of Convertible Series A preferred stock to 1,200,000 shares of common stock. The shares were convertible at a ratio of one share of common stock per two shares of preferred stock.

Prior to 2008, a non-convertible note payable from a third party totaling $50,000 with a 20% interest rate, maturing thirty days from the note date, was converted into 1,250,000 shares of common stock. During the same period, a non-convertible note payable from a third party totaling $12,000 with a 10% interest rate, maturing one year from the note date, was converted into 100,000 shares of common stock. The aggregate shares were valued according to the closing market price on their respective conversion dates at $121,500.

Prior to 2008, beneficial conversion features related to convertible notes payable totaling $62,000 were recorded. The entire discount was expensed in the year ended December 31, 2007 due to the conversion of the note prior to year end.

During 2008, the Company received a contribution of $10,000 from a shareholder for mineral claim maintenance.

During 2008, the Company issued an aggregate of 5,500,000 shares of common stock for services rendered. The shares were valued at $230,000, based on the market price on the date of issuance.

During 2008, the Company issued 2,275,000 shares of common stock in a private placement. The consideration received was $10,000.

During 2009, the Company issued 4,000,000 shares of Series A Preferred stock, and 100,000 shares of Series G Preferred stock to our Chief Executive Officer as a bonus for services rendered. Each share of Series A Preferred has 10 votes per share and is convertible to 5 shares of common. The Series G Preferred stock has no voting rights, and each share is convertible to 1/100 of an ounce of gold, or 20 shares of common. The conversion of the Series G Preferred stock into gold can only be exercised by the holder if the company has gold inventory at the time of conversion. The conversion value of the shares was $253,785 based on the value of the closing price of the common stock the preferred shares were convertible into on the day of issuance, plus the value of the control premium from voting rights assigned to the preferred share issuances.

During 2009, the Company issued an aggregate of 21,800,000 shares of common stock in private placements. The consideration received was $173,000.

During 2009, the Company issued an aggregate of 10,000,000 shares of common stock to a private investor to reduce the balance due of deferred compensation to the Chief Executive Officer by $100,000. The deferred compensation was assigned by the Chief Executive Officer to the private investor in lieu of cash, and the assigned liability was immediately converted to equity by the investor. The value of the shares issued according to the market price on the date of issuance was $187,500. The difference between the value of the deferred compensation and the value of the shares issued was recorded as a loss on conversion.

During 2009, the Company issued an aggregate of 2,500,000 shares of common stock for services rendered. The shares were valued at $29,750, based on the market price on the date of issuance.

During 2009, the Company secured $5 Million in financing under an equity line of credit with Tangiers Investors, LP ("Tangiers") to fund the Company's operations and prospective mining acquisitions. North Bay has entered into a Securities Purchase Agreement with Tangiers that provides North Bay the right, but not the obligation, to draw down on the equity line of credit by selling to Tangiers shares of the Company's common stock for a total purchase price of up to $5 Million. Tangiers will pay the Company 90% of the lowest volume weighted average price of the Company's common stock during the pricing period as quoted by Bloomberg, LP on the Over-the-Counter Bulletin Board ("OTCBB"). Tangiers' obligation to purchase shares of the Company's common stock under the Securities Purchase Agreement is subject to certain conditions, including the Company obtaining an effective registration statement for shares of the Company's common stock sold under the Securities Purchase Agreement and is limited to $100,000 per 10 consecutive trading days after the advance notice is provided to Tangiers. Upon signing the Securities Purchase Agreement, the Company has agreed to issue Tangiers $85,000 in restricted stock as a one-time commitment fee. This was classified as Stock Payable at December 31, 2009 and valued at $115,310, based on the closing market price of our common stock as of October 7, 2009, the date the contract was signed. Subsequently, the Company issued 6,589,147 shares of restricted common stock on January 20, 2010 to satisfy this obligation.

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During 2010, the Company issued 6,589,147 shares of restricted common stock to Tangiers Investors, LP (“Tangiers”) as a one-time commitment fee in compliance with the October 7, 2009 agreement with Tangiers. The value of these shares was recorded in 2009 as a stock payable due to the obligation existing at that time. Due to the instrument to be only settled with the issuance of shares, no gain or loss was recorded with the issuance in 2010, and the full value of the stock payable was relieved to common stock and additional paid-in capital.

During 2010, the Company issued 5,000,000 shares of common stock in a Rule 504 private placement. The consideration received was $50,000.

During 2010, the Company issued 10 million shares of common stock to Ruby Development Company as part of the initial consideration for the signing of an option-to-purchase agreement on the Ruby Mine. The market value of these shares as of the date the contract was executed was $150,000. This amount was capitalized to Other Assets due to it being a part of the Ruby Mine Purchase Option costs.

During 2011, the Company registered 19,726,822 shares of our common stock with the SEC for issuance to Tangiers Investors LP ("Tangiers") pursuant to an equity line of credit (“ELOC”) and Securities Purchase Agreement ("SPA") entered into with Tangiers on October 7, 2009. Pursuant to the terms of the SPA, the Company has the right, but not the obligation, to draw down on the ELOC by selling to Tangiers shares of the Company's common stock for a total purchase price of up to $5 Million. Tangiers will pay the Company 90% of the lowest volume weighted average price of the Company's common stock during the 5-day pricing period immediately following any advance notice provided to Tangiers. Advances are limited to $100,000 per 10 consecutive trading days after the advance notice is provided to Tangiers. As of September 30, 2011, the Company has issued an aggregate of 9,354,506 of these registered shares to Tangiers, in consideration of $758,000.

During Q1 2011, the Company issued 863,681 shares of common stock to satisfy a Convertible Promissory Note Agreement dated June 17, 2010 with Tangiers pursuant to which the Company received $17,500 as a loan from Tangiers. The total amount satisfied on conversion was $18,725, consisting of $17,500 in principal plus $1,225 in accrued interest.

During Q1 2011, the Company issued 1,600,467 shares of common stock to satisfy a Convertible Promissory Note Agreement dated September 27, 2010 with Tangiers pursuant to which the Company received $50,000 as a loan from Tangiers. The total amount satisfied on conversion was $52,495, consisting of $50,000 in principal plus $2,495 in accrued interest.

During Q1 2011, the Company issued 42,857 shares of common stock for geological services rendered. The shares were valued at $3,000, based on the closing market price on the date of issuance.

During Q2 2011, the Company issued an aggregate of 1,437,416 shares of common stock to a Convertible Promissory Note Agreement dated December 30, 2010 with Tangiers pursuant to which the Company received $50,000 as a loan from Tangiers. The total amount satisfied on conversion was $51,612, consisting of $50,000 in principal plus $1,612 in accrued interest.

During Q2 2011, the Company issued 550,000 shares common stock as a settlement on a 2009 consulting agreement. The shares were valued at $62,095 based on the closing market price on the day of the grant.

During Q2 2011, the Company issued 2 million shares of common stock to our Chief Executive Officer to relieve $180,000 in accrued deferred compensation. The shares were valued at the closing market price on the day of the grant, and were equal in value to the accrued salary relieved.

During Q2 2011, the Company issued 111,112 shares common stock to Fred Michini as directors compensation of $10,000. The shares were valued at the closing market price on the day of grant.

During Q3 2011, the Company issued an aggregate of 1,563,308 shares of common stock previously registered with the SEC for issuance to Tangiers Investors LP ("Tangiers") pursuant to a Securities Purchase Agreement entered into with Tangiers on October 7, 2009, in consideration of $230,000.

During Q3 2011, the Company issued an aggregate of 557,528 shares of common stock to fully satisfy and retire a Convertible Note dated January 4, 2011 with Asher Enterprises, Inc. (“Asher”) pursuant to which the Company received $50,000 as a loan from Asher. The total amount satisfied on conversion was $51,020, consisting of $50,000 in principal and $1,020 in accrued interest.

During Q3 2011, the Company accepted a notice of exercise on 500,000 warrants issued to Tangiers Investors, LP on December 30, 2010 that were attached to a convertible promissory note agreement dated December 30, 2010. The exercise price was $0.05 per shares, and the Company received $25,000 upon the exercise. 500,000 shares of common stock have not yet been issued, and are accounted for as stock payable.

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NOTE 15 WARRANTS

Ten million warrants were issued to Ruby Development Company on September 27, 2010 as a part of the purchase option agreement for the Ruby Mine. The fair value of the warrants of $149,896 was capitalized related to this issuance. On January 26, 2011, the Ruby Mine purchase option was amended, and the term of said warrants was increased from two years to 5 years, and the fair value of the warrants was increased by $2,519 to $152,415. This value was calculated via the Black-Scholes model. The key inputs for the initial valuation are shown below.

Stock Price on Measurement Date	$	0.015
Exercise Price of Warrants	$	0.02
Term of Warrants (years)		2.26
Computed Volatility		440	%
Annual Dividends		0.00	%
Discount Rate		0.44	%

Two and a half million warrants were issued to Tangiers Investors, LP on September 27, 2010 that were attached to a convertible promissory note agreement for $50,000. The fair value of 1,500,000 of the warrants of $22,475 was recorded as a discount on the convertible note payable upon issuance. The remaining 1,000,000 warrants had a fair value of $14,195. $9,965 was recorded as an additional discount related to these warrants based on the contingency resulting in their issuance being resolved, and the remaining undiscounted portion of the convertible note being equal to $9,965. This value was calculated via the Black-Scholes model. The key inputs for the calculation are shown below.

Stock Price on Measurement Date	$	0.015
Exercise Price of Warrants	$	0.05
Term of Warrants (years)		5.00
Computed Volatility		440	%
Annual Dividends		0.00	%
Discount Rate		1.31	%

Five hundred thousand warrants were issued to Tangiers Investors, LP on December 30, 2010 that were attached to a convertible promissory note agreement for $50,000. The fair value of 500,000 of the warrants of $14,195 was recorded as a discount on the convertible note payable upon issuance. This value was calculated via the Black-Scholes model. The key inputs for the calculation are shown below.

Stock Price on Measurement Date	$	0.029
Exercise Price of Warrants	$	0.05
Term of Warrants (years)		5.00
Computed Volatility		375	%
Annual Dividends		0.00	%
Discount Rate		2.06	%

Two million warrants were issued to Ruby Development Company on April 22, 2011 as a part of an amendment to the purchase option agreement for the Ruby Mine. The fair value of the warrants of $219,940 was capitalized related to this issuance. This value was calculated via the Black-Scholes model. The key inputs for the initial valuation are shown below.

Stock Price on Measurement Date	$	0.11
Exercise Price of Warrants	$	0.10
Term of Warrants (years)		5.00
Computed Volatility		324	%
Annual Dividends		0.00	%
Discount Rate		2.12	%

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A summary of activity related to the Company’s warrant activity for the period ended September 30, 2011 and December 31, 2010 is presented below:

					Weighted
			Weighted		Average
			Average		Remaining
	Number		Exercise Price		Contractual
	Outstanding		Per Share		Life (Years)
Outstanding at December 31, 2009		-		-		-
Granted		13,000,000		0.024		2.62
Exercised		-		-		-
Canceled/forfeited/expired		-		-		-
Outstanding at December 31, 2010		13,000,000		0.024		2.62
Granted		2,000,000		0.10		5.00
Exercised		-		-		-
Canceled/forfeited/expired		-		-		-
Outstanding at September 30, 2011		15,000,000		0.037		3.75	(1)

(1) Primary reason for change related to a January 26, 2011 amendment to the Ruby Mine Option Agreement whereby the term of the warrants issued to Ruby Development Company were extended from 2 years to 5 years.

NOTE 16 SUBSEQUENT EVENTS

Subsequent to September 30, 2011, the Company issued 154,809 shares of common stock previously registered with the SEC for issuance to Tangiers Investors LP ("Tangiers") pursuant to a Securities Purchase Agreement entered into with Tangiers on October 7, 2009, in consideration of $20,000.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Disclosure Regarding Forward Looking Statements

This Quarterly Report on Form 10-Q includes forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (“Forward Looking Statements”). All statements other than statements of historical fact included in this report are Forward Looking Statements. In the normal course of its business, the Company, in an effort to help keep its shareholders and the public informed about the Company’s operations, may from time-to-time issue certain statements, either in writing or orally, that contain or may contain Forward-Looking Statements. Although the Company believes that the expectations reflected in such Forward Looking Statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of such plans or strategies, past and possible future, of acquisitions and projected or anticipated benefits from acquisitions made by or to be made by the Company, or projections involving anticipated revenues, earnings, levels of capital expenditures or other aspects of operating results. All phases of the Company operations are subject to a number of uncertainties, risks and other influences, many of which are outside the control of the Company and any one of which, or a combination of which, could materially affect the results of the Company’s proposed operations and whether Forward Looking Statements made by the Company ultimately prove to be accurate. Such important factors (“Important Factors”) and other factors could cause actual results to differ materially from the Company’s expectations are disclosed in this report. All prior and subsequent written and oral Forward Looking Statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the Important Factors described below that could cause actual results to differ materially from the Company’s expectations as set forth in any Forward Looking Statement made by or on behalf of the Company.

The following discussion and analysis should be read in conjunction with the information set forth in the Company’s audited financial statements for the period ended December 31, 2010.

Overview

We seek to acquire, develop, and exploit natural resource properties with extensive reserves of precious metals, including gold, silver, platinum, and palladium, as well as base metals, including copper, zinc, lead and molybdenum. The Company’s business plan is based on the Generative Business Model, which is designed to leverage our mining properties and mineral claims into near-term revenue streams even during the earliest stages of exploration and development. This is accomplished by entering into sales, joint-venture, and/or option contracts with other mining companies, for which the Company generates revenue through payments in cash, stock, and other consideration.

We began operations as a prospective mining company in March 2006, and we are engaged in the acquisition, development, and management of natural resources. The Company’s mission is to build a portfolio of viable mining prospects throughout the world and developing them through subsidiaries and joint-venture partners to their full economic potential. North Bay's business plan is based on the Generative Business Model, which is designed to leverage its properties into near-term revenue streams even during the earliest stages of exploration and development. This provides shareholders with multiple opportunities to profit from discoveries while preserving capital and minimizing the risk involved in exploration and development.

On June 1, 2011, we exercised an option to purchase the Ruby Mine, and we completed the acquisition on July 1, 2011. As part of the acquisition, we also acquired all of the shares of Ruby Gold, Inc., a private California corporation which is now a wholly-owned subsidiary of North Bay. The Ruby Mine is an underground placer and lode gold mine located between Downieville and Forest City, in Sierra County, California. With the exception of the Ruby Mine, we currently do not control any properties with active or imminent mining operations. We intend to begin mining operations as soon as practical, but there is no guarantee that mining operations will begin, or that our mining operations will be successful.

As of September 30, 2011, we had joint-ventures underway on our (a) Fawn property in central British Columbia with Silver Quest Resources Ltd, and (b) our Coronation Gold property in southeastern British Columbia with Lincoln Resources Inc (“Lincoln”). Subsequent to September 30, 2011 and as of the date of this report, Lincoln has defaulted on the Coronation Gold JV by failing to complete the agreed upon work expenditures, the joint-venture agreement has been terminated, and North Bay has reassumed 100% ownership of the Coronation property. Subsequent to September 30, 2011 and as of the date of this report, the Company has served Silver Quest with a letter of default for failing to complete the agreed upon work expenditures on the Fawn JV. Unless remedied, the Company expects to terminate the joint-venture agreement within the next 60 days and reassume 100% ownership of the Fawn property.

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As of September 30, 2011 and September 30, 2010, cash gains from claim sales totaled $103,500 and $5,000, respectively. As per GAAP, these revenues have been classified as “Other Income”. Top-line revenue is reserved for when we begin actual mining operations and begin generating revenue from mine production.

As of September 30, 2011, we own the mineral rights to over 150 mining claims in British Columbia, which encompasses an aggregate holding of over 60,000 acres. Our mineral property acquisition costs are capitalized, and our mineral property exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. To date the Company has not established any reserves on its claims. Our acquisition of any mining claim in British Columbia conveys the mineral or placer rights for mining-related purposes only, and while our rights allow us to use the surface of a claim for mining and exploration activities, our claims do not convey any other surface, residential or recreational rights to the Company. Additionally, our right to extraction is not absolute, as any mechanized extraction work on claims in BC requires additional permits and possibly conversion of our claims to mining leases, the approval of which is not guaranteed. Based on the limitations of our claims and unproven reserves, all capitalized costs on our claims in British Columbia were expensed as of September 30, 2011.

We currently generate revenue from claim sales and joint-venture agreements. When we sell a claim, we capture near-term revenue, but forego any possibility of a future revenue stream. When we enter into a joint-venture, we receive near-term revenue as well as a commitment for future revenue, but since the joint-venture partner has the option to withdraw at any time, we can not project revenue from a joint-venture into the future. However, should a joint-venture partner withdraw, we still retain control of the asset, and can therefore enter into another joint-venture with another partner, develop the property ourselves, or else elect to sell the claims.

We expect to generate near-term revenue growth through claim sales and joint-venture activities. However, there is no assurance that the Company can successfully secure new joint-venture partnerships on terms that are satisfactory to the Company.

We expect to generate long-term revenue through gold production at the Ruby Mine, the acquisition of additional operating mines, and by the development of our properties, either independently or through joint-venture partners, into operating mines. There is no assurance that these efforts will be successful, or that the projects will be economically viable.

Going Concern

Our consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has generated modest revenues since inception and has never paid any dividends and is unlikely to pay dividends. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations and to determine the existence, discovery and successful exploration of economically recoverable reserves in its resource properties, confirmation of the Company’s interests in the underlying properties, and the attainment of profitable operations. The Company has had very little operating history to date. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

We have experienced recurring net losses from operations, which losses have caused an accumulated deficit of $10,923,054 as of September 30, 2011. In addition, we have a working capital deficit of $2,418,204 as of September 30, 2011. These factors, among others, raise substantial doubt about our ability to continue as a going concern. If we are unable to generate profits and are unable to continue to obtain financing to meet our working capital requirements, we may have to curtail our business sharply or cease operations altogether. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis to retain our current financing, to obtain additional financing, and, ultimately, to attain profitability. Should any of these events not occur, we will be adversely affected and we may have to cease operations.

As of September 30, 2011 the accumulated deficit attributable to CEO stock awards valued according to GAAP totals $2,558,535 since inception. As of September 30, 2011 the accumulated deficit attributable to CEO compensation is $712,474 in deferred compensation. This reflects the total amounts unpaid as per the management agreement with The PAN Network dating back to January 2006, less any amounts actually paid or forgiven since 2006. These totals are non-cash expenses which are included in the accumulated deficit since inception. Actual CEO compensation paid in cash since 2006 has totaled $135,870, consisting of $10,000 in 2006, $50,764 in 2007, $23,139 in 2008, $29,979 in 2009, and $21,988 in 2010. These cash expenditures are also included in the accumulated deficit.

The ongoing execution of our business plan is expected to result in operating losses over the next twelve months. Management believes it will need to raise capital through stock issuances in order to have enough cash to maintain its operations for the next twelve months. There are no assurances that we will be successful in achieving our goals of obtaining cash through stock issuances or increasing revenues and reaching profitability.

In view of these conditions, our ability to continue as a going concern is dependent upon our ability to meet our financing requirements, and to ultimately achieve profitable operations. Management believes that its current and future plans provide an opportunity to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that may be necessary in the event we cannot continue as a going concern.

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Summary of Significant Accounting Policies

Revenue Recognition

The company has recognized no mining revenue to date. In the future mining revenue will be recognized according to the policy described below.

Revenue is recognized when the following conditions are met:

(a) persuasive evidence of an arrangement to purchase exists;

(b) the price is fixed or determinable;

(d) collection of the sales price is reasonably assured.

Mineral Property Costs

Income Taxes

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Fair Value of Financial Instruments

Level 1. Observable inputs such as quoted prices in active markets;

Level 2. Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The Company had no assets measured at fair value on a recurring or non-recurring basis as of December 31, 2010.

Stock Based Compensation

The Company from time to time may issue stock options, warrants and restricted stock to acquire goods or services from third parties. Restricted stock, options or warrants issued to other than employees or directors are recorded on the basis of their fair value, which is measured as of the date required by the Emerging Issues Task Force guidance related to accounting for equity instruments issued to non-employees. In accordance with this guidance, the options or warrants are valued using the Black-Scholes option pricing model on the basis of the market price of the underlying equity instrument on the “valuation date,” which for options and warrants related to contracts that have substantial disincentives to non-performance, is the date of the contract, and for all other contracts is the vesting date. Expense related to the options and warrants is recognized on a straight-line basis over the shorter of the period over which services are to be received or the vesting period. As of September 30, 2011, no options or warrants have been issued for compensation and none are outstanding. As of September 30, 2011, 15 million warrants have been issued and are outstanding in connection with the Ruby Mine Purchase Option Agreement executed on September 27, 2010.

Beneficial Conversion Feature

From time to time, the Company may issue convertible notes that may have conversion prices that create an embedded beneficial conversion feature pursuant to the Emerging Issues Task Force guidance on beneficial conversion features. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of any attached equity instruments, if any related equity instruments were granted with the debt. In accordance with the guidance, the intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method.

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Goodwill and Other Intangible Assets

Income/Loss Per Share of Common Stock

Results of Operations for the Nine Months Ended September 30, 2011 Compared to Results of Operations for the Nine Months Ended September 30, 2010

Gains from Other Income. For the nine months ended September 30, 2011 and September 30, 2010, the Company’s other income related to mineral claim sales and joint-ventures was $103,500 and $5,000, respectively. This increase is primarily attributable to the sale of a block of claims in the Slocan District of British Columbia. The Company has spent $56,373 and $32,799 in British Columbia mineral property costs during each respective period in order to generate cash flows, consisting of claim registration, maintenance fees, and exploration expenses. This increase is primarily attributable to an increase in the aggregate amount of cash-in-lieu fees paid to maintain our claims in British Columbia.

Operating Expenses. For the nine months ended September 30, 2011 and September 30, 2010, the Company had operating expenses of $543,862 and $289,618, respectively. The increase in operating expenses for the nine months ended September 30, 2011, was due to increased expenses for consulting fees, marketing, and costs related to the Ruby Mine Project.

Net Gain/Loss. For the nine months ended September 30, 2011, we had a net loss of $612,661, and for the nine months ended September 30. 2010 we had a net loss of $242,546. The increase in net loss that we incurred during the Nine Months ended September 30, 2011 was due to an increase in operating expenses, and depreciation expense related to the Ruby Mine acquisition.

Liquidity and Capital Resources

The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. Since its inception, the Company has been funded primarily by its founders, board members, employees and persons related to or acquainted with these, the sale of securities, and the issuance of debt. To remedy the current deficiency in our liquidity position, we will raise funds through our equity credit line established with Tangiers Investors, LP (see Exhibit 10.0 under Item 6 herein), additional equity offerings, strategic agreements with partner companies, and debt. We currently have no external sources of liquidity and internal sources (revenue from sales) are very limited. Excluding management fees, which are often deferred as-needed, the Company has required approximately $7,000 per month to maintain its mineral claims in good standing and pay general administrative expenses. We believe these expenses can be maintained at present levels for the foreseeable future. Going forward, now that the Company is a fully-reporting company, we estimate it will cost an additional $2,500 to $5,000 per month in SEC compliance fees, consisting primarily of accounting, legal, and edgarization fees. The Company believes it can generate enough revenue from claim sales and joint-ventures to cover these costs, and we believe we can rely on our equity credit line established with Tangiers to make up for any revenue shortfall. If we cannot generate sufficient revenue or raise additional funds through equity, we may not be able to maintain our mineral claims or make timely filings with the SEC.

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In the first half of 2011, our Option agreement on the Ruby Mine required us to make payments of $150,000 over a 5 month period from February 1, 2011 through June 30, 2011. As of June 30, 2011, this has been paid in full, and the Ruby Mine was acquired on July 1, 2011. For the duration of 2011, our Ruby Mine mortgage requires us to make payments of $35,000 per month, which will increase to $85,000 per month after January 1, 2012. Subsequent to September 30, 2011, mortgage payments due in November and December, 2011, were lowered to $10,000 each month. As of the date of this report, the Company is current in its mortgage obligations. The Company believes it can rely on our equity credit line established with Tangiers to make up for any revenue shortfall, and on our funding through the EB-5 program once the Ruby Project is approved by USCIS. On July 19, 2011, the Ruby Project was approved by USCIS. However, as there is no assurance that we will receive funding from foreign investors pursuant to the EB-5 Program for the Ruby Project, funding from the EB-5 program may be unavailable to us. If we cannot generate sufficient revenue or raise additional funds through equity, loans, or EB-5, we may not be able to maintain our mortgage on the Ruby Mine.

As of September 30, 2011, total current assets were $246,887, which consisted of $211,887 of cash, $30,000 of accounts receivable, and $5,000 in prepaid expenses. As of December 31, 2010, total current assets were $56,910, which consisted of $47,000 of cash and $9,910 of prepaid expenses.

As of September 30, 2011, total other assets were $3,279,584, which consisted primarily of our Ruby Mine claims, plant and equipment, and Ruby reclamation bonds. As of December 31, 2010, total other assets were $393,983, which consisted of the capitalized portion of the Ruby Mine Purchase Option and prior to completion of the asset purchase.

As of September 30, 2011, total current liabilities were $2,665,091, which consisted primarily of $730,474 in deferred compensation, and the Ruby Mine mortgage of $1,920,000. As of December 31, 2010, our total current and long-term liabilities were $879,763, and consisted mostly of deferred compensation.

As of September 30, 2011, total long-term liabilities were $171,618, which consisted entirely of the reclamation liability at the Ruby Mine. As of December 31, 2010, our total long-term liabilities were $0.

We had a working capital deficit of $2,418,204 as of September 30, 2011, and a working capital deficit of $822,853 as of December 31, 2010. The increase is due entirely to our mortgage liability on the Ruby Mine.

During the nine months ended September 30, 2011, operating activities used cash of $316,448 as compared to the nine months ended September 30, 2010 where we used cash of $73,383 in operating activities. The increase is due primarily to increased operational expenses and an increase in consulting fees.

Cash flows from financing activities represented the Company’s principal source of cash for the nine month period ended September 30, 2011. Cash flows from financing activities during the nine month period ended September 30, 2011, and September 30, 2010, were $760,500 and $117,500, respectively, and consisted primarily of proceeds from the issuance of stock and a $50,000 convertible note.

Recent Developments

On June 1, 2011, and as set forth in the Company's Current Report on Form 8-K filed with the United States Securities and Exchange Commission (“SEC”) on June 1, 2011, the Company exercised its option to purchase the Ruby Mine from Ruby Development Company (“RDC”) for $2.5 million, and paid the final option payment of $85,000 to open escrow. Aggregate payments of $510,000 paid during the option period dating back to September 27, 2010, and consisting of $360,000 cash and $150,000 stock, were credited towards the $2.5 million purchase price. On July 1, 2011, and as set forth in the Company's Current Report on Form 8-K filed with the SEC on July 1, 2011, escrow was closed and the acquisition of the Ruby Mine was completed. Upon the closing of the transaction and the transfer of title, as previously set forth in the purchase agreement, the Company acquired all of the real and personal property associated with the Ruby Gold Mine, all of the shares of Ruby Gold, Inc., a private California corporation, and $171,000 in reclamation bonds securing the permits at the Ruby Mine. Subsequent to the close of the transaction, Ruby Gold, Inc. became a wholly-owned subsidiary of North Bay Resources Inc. Also upon the close of the transaction the Company issued a promissory note to RDC for $1,990,000 plus 3% interest per annum. The note is due on or before December 30, 2012. Monthly mortgage payments for the duration of 2011 are $35,000 per month. Monthly payments as of January 1, 2012, are set to increase to $85,000 per month. Upon receipt of the Company’s EB-5 funding, the Company has agreed to pay RDC 50% of the funding received until the note is paid off in full. As of September 30, 2011, all monthly payments have been paid, and the outstanding balance due on the note is $1,920,000. Subsequent to September 30, 2011, RDC agreed to lower the mortgage payments due in November and December, 2011, to $10,000 each month. As of the date of this report, the Company remains current in its obligations, and all monthly payments have been made on time.

On July 19, 2011, the Company received notification that Northern California Regional Center, LLC ("NCRC") received an approval letter from the United States Citizenship and Immigration Services (“USCIS”) for the expansion of its geographical area and the pre-approval of North Bay’s Ruby Gold Project in Sierra County, California as a qualified EB-5 project, thereby giving the green light for $7.5 million in funding for the Ruby Gold Project via the federal EB-5 Program. As of the date of this report, completion of the EB-5 financing is still pending.

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On July 27, 2011, the Company began operations at the Ruby Mine with a comprehensive program of inspection and refurbishing to prepare the Ruby Mine for the start-up of mining operations. This involved work to recondition the surface infrastructure, including work to clear and reinforce the settling ponds, shore up the retaining walls around the mill, stabilize and regulate the water discharge system, survey and expand the tailings area, test the mine ventilation system, and repair all power lines prior to restoring electric power to the property. This work was completed as of September 30, 2011. Subsequent to September 30, 2011, work began to restore underground ventilation and reopen the Ruby tunnel entirely, from the Ruby Portal to the secondary exit at the Lawry Shaft. CME Services, a fully-qualified and licensed mining contractor, has been engaged to perform the underground work.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Recent Accounting Pronouncements

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

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ITEM 4T. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive and principal financial officer who is the same individual, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on that evaluation, our principal executive/principal financial officer concluded that our disclosure controls and procedures as of the end of the period covered by the Quarterly Report were not effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive/principal financial officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

We do not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Furthermore, smaller reporting companies face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Often, one or two individuals control every aspect of the Company's operation and are in a position to override any system of internal control. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.

Material Weaknesses in Internal Control Over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. We have identified the following material weaknesses:

• Controls lack appropriate segregation of responsibilities and accounting technical expertise necessary for an effective system of internal control. We believe that our lack of technical expertise and lack of segregation of duties over internal controls constitutes a material weakness in our internal controls.

• As of September 30, 2011, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness.

During the Company’s annual audit Management evaluated remediation plans related to the above internal control deficiencies. Management analyzed the costs and benefits of several different options to improve our internal controls over financial reporting. The following options for improving the controls were analyzed (i) hiring a qualified CFO with both GAAP and SEC reporting experience (ii) forming an internal audit department (iii) subscribing to GAAP and SEC reporting databases (iv) additional staffing to provide segregation of duties and a review infrastructure for financial reporting (v) An information technology department to provide security over our information and to help facilitate electronic filing. In the evaluation, Management estimated implementation of the proposed remediation plan within 1 to 2 years. It was concluded from our evaluation that the costs to implement the plan were greater than the benefits to be received, and Management therefore passed on implementation until operations of the Company have improved. Due to the current operating condition of the company, and the current and future outlook of the economic climate, we do not foresee the ability to adequately implement the remediation plan within the foreseeable future.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the quarter ended September 30, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION.

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

In the three months ended September 30, 2011, the Company issued shares of Common Stock in the following transactions:

In July 2011, the Company issued an aggregate of 557,528 shares of common stock to fully satisfy and retire a Convertible Note dated January 4, 2011 with Asher Enterprises, Inc. (“Asher”) pursuant to which the Company received $50,000 as a loan from Asher. The total amount satisfied on conversion was $52,000, consisting of $50,000 in principal and $2,000 in accrued interest, and the note has accordingly been retired.

The securities issuances referred to above were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended (the "Act").

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. REMOVED AND RESERVED.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

Reference is made to the Index to Exhibits following the signature page to this report for a list of all exhibits filed as part of this report.

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SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



	NORTH BAY RESOURCES INC.

Date: November 9, 2011	/s/ Perry Leopold
	By: Perry Leopold, Chief Executive Officer, Chief Financial Officer & Principal Accounting Officer

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EXHIBIT INDEX

EXHIBIT NUMBER		DESCRIPTION
3 (i)		Articles of Incorporation(1)
3(ii)		Bylaws(1)
3 (iii)		Merger and Name Change Certification(1)
4.1		Certificate of Designation – Series I Preferred(2)
4.2		Certificate of Designation – Series A Preferred(2)
4.3		Certificate of Designation – Series G Preferred(2)
10.0		Tangiers Securities Purchase Agreement dated October 7, 2009(1)
10.1		Tangiers Securities Registration Rights Agreement dated October 6, 2009(1)
10.2		Fawn Property/Silver Quest Resources Ltd. Joint Venture Agreement(1)
10.3		Coronation Gold Property/Lincoln Resources, Inc. Joint Venture Agreement(1)
10.4		Silver Leaf/Hidalgo Mining International. Joint Venture Agreement(2)
10.5		Gold Hill Project/Hidalgo Mining International Joint Venture Agreement(2)
10.6		Monte Cristo Purchase Agreement(2)
10.7		Fraser River Joint Venture Letter of Intent(2)
10.8		Fraser River Assay Certificate(2)
10.9		Form of Notice of Assignment - June 2, 2009(2)
10.10		PAN Management Agreement(2)
10.11		ARGO - MINFILE No 092N 037(2)
10.12		BOULEAU - MINFILE No 082LSW046(2)
10.13		BOULEAU - MINFILE No 082LSW069(2)
10.14		CHERRY - MINFILE No 082LSE063(2)
10.15		CONNIE HILL - MINFILE No 092F 308(2)
10.16		CORONATION - MINFILE No 082FNW161(2)
10.17		CORONATION - MINFILE No 082FNW161 – Production(2)
10.18		CORONATION - MINFILE No 082FNW164(2)
10.19		CORONATION - MINFILE No 082FNW164 – Production(2)
10.20		CORONATION - MINFILE No 082FNW191(2)
10.21		CORONATION - MINFILE No 082FNW191 – Production(2)
10.22		CORONATION - MINFILE No 082FNW213(2)
10.23		CORONATION - MINFILE No 082FNW213 – Production(2)
10.24		FAWN - MINFILE No 093F 043(2)
10.25		FAWN - MINFILE No 093F 043 – Inventory(2)
10.26		FAWN - BUCK - MINFILE No 093F 050(2)
10.27		FAWN - BUCK - MINFILE No 093F 050 - Inventory(2)
10.28		FRASER RIVER - MINFILE No 092ISW078(2)
10.29		GOLD HILL - MINFILE No 082FSW204(2)

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EXHIBIT NUMBER		DESCRIPTION
10.30		GOLD HILL - MINFILE No 082FSW204 - Production(2)
10.31		LARDEAU CREEK - MINFILE No 082KNW178(2)
10.32		LOUGHBOROUGH - MINFILE No 092K 048(2)
10.33		LOUGHBOROUGH - MINFILE No 092K 048 - Production(2)
10.34		LYNX - MINFILE No 082LSE055(2)
10.35		MONTE CRISTO - MINFILE No 092GNE013(2)
10.36		MONTE CRISTO - MINFILE No 092GNE019(2)
10.37		NEW ESKAY CREEK - MINFILE No 104B 008(2)
10.38		NORTH STAR - MINFILE No 082FNW068(2)
10.39		NORTH STAR - MINFILE No 082FNW068 - Production(2)
10.40		NORTH STAR - MINFILE No 082FNW188(2)
10.41		NORTH STAR - MINFILE No 082FNW188 - Production(2)
10.42		NORTH STAR - MINFILE No 082FNW209(2)
10.43		NORTH STAR - MINFILE No 082FNW209 - Production(2)
10.44		PINE RIVER - MINFILE No 093O 009(2)
10.45		RACHEL - MINFILE No 082FSW299(2)
10.46		RACHEL - MINFILE No 082FSW299 - Production(2)
10.47		SILVER CUP - MINFILE No 082KNW113(2)
10.48		SILVER CUP - MINFILE No 082KNW116(2)
10.49		SILVER CUP - MINFILE No 082KNW220(2)
10.50		SILVER LEAF - MINFILE No 082FNW140(2)
10.51		SILVER LEAF - MINFILE No 082FNW140 - Production(2)
10.52		SILVER LEAF - MINFILE No 082FNW143(2)
10.53		SILVER LEAF - MINFILE No 082FNW143 - Production(2)
10.54		SILVER LEAF - MINFILE No 082FNW144(2)
10.55		SILVER LEAF - MINFILE No 082FNW144 - Production(2)
10.56		TRUAX - MINFILE No 092JNE060(2)
10.57		TULAMEEN - MINFILE No 092HNE128(2)
10.58		Tangiers Convertible Promissory Note dated June 17, 2010(3)
10.59		Coronation Gold Property/Lincoln Resources, Inc. Joint Venture Agreement Amendment(3)
10.60		Tangiers Waiver Re: Convertible Promissory Note dated June 17, 2010(4)
10.61		ACG Consulting Agreement(4)
10.62		Silver Quest Joint Venture Agreement Amendment dated September 13, 2010(5)
10.63		Property Option Agreement and Addendum with Ruby Development Company dated September 1, 2010(6)
10.64		Form of Property Purchase Agreement with Ruby Development Company dated September 1, 2010(6)
10.65		Form of Property Purchase Addendum with Ruby Development Company dated September 1, 2010(6)
10.66		Convertible Promissory Note with Tangiers Investors, LP dated September 27, 2010(6)
10.67		Form of Warrants Issued to Ruby Development Company dated October 1, 2010(6)
10.68		Northern California Regional Center MOU dated October 14, 2010(7)
10.69		Convertible Promissory Note with Tangiers Investors, LP dated December 30, 2010(8)
10.70		Securities Purchase Agreement with Asher Enterprises, Inc. dated January 4, 2011(9)
10.71		Convertible Promissory Note issued to Asher Enterprises, Inc. (9)
10.72		Property Option Amendment No. 1 with Ruby Development Company dated January 26, 2011(11)
10.73		Satisfaction of Tangiers Convertible Promissory Note dated June 17, 2010(12)
10.74		Geological Consulting Services Agreement dated March 7, 2011(13)
10.75		Satisfaction of Tangiers Convertible Promissory Note dated September 27, 2010(14)
10.76		Property Option Amendment No. 2 with Ruby Development Company dated April 22, 2011(15)
10.77		Secured Promissory Note and Security Agreement with Ruby Development Company dated July 1, 2011(16)
14		Code of Ethics(1)
23.3		Consent of Geologist(6)
31.1*		Rule 13a-14(a)/15d-14(a) Certification by the Chief Executive Officer and Chief Financial Officer
32.1*		Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS**		XBRL Instance Document
101.SCH**		XBRL Taxonomy Extension Schema
101.CAL**		XBRL Taxonomy Extension Calculation Linkbase
101.DEF**		XBRL Taxonomy Extension Definition Linkbase
101.LAB**		XBRL Taxonomy Extension Label Linkbase
101.PRE**		XBRL Taxonomy Extension Presentation Linkbase

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________________________________

* Filed herewith.

** Furnished herewith. In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

(1) Previously filed with the Company’s initial filing of Form S-1, SEC file number 333-164860, filed on February 11, 2010, and incorporated by this reference as an exhibit to this Form 10-Q.

(2) Previously filed with the Company’s filing of Form S-1/A, SEC file number 333-164860, filed on June 16, 2010, and incorporated by this reference as an exhibit to this Form 10-Q.

(3) Previously filed with the Company’s filing of Form S-1/A, SEC file number 333-164860, filed on July 21, 2010, and incorporated by this reference as an exhibit to this Form 10-Q.

(4) Previously filed with the Company’s filing of Form S-1/A, SEC file number 333-164860, filed on August 20, 2010, and incorporated by this reference as an exhibit to this Form 10-Q.

(5) Previously filed with the Company’s filing of Form S-1/A, SEC file number 333-164860, filed on September 17, 2010, and incorporated by this reference as an exhibit to this Form 10-Q.

(6) Previously filed with the Company’s filing of Form S-1/A, SEC file number 333-164860, filed on October 4, 2010, and incorporated by this reference as an exhibit to this Form 10-Q.

(7) Previously filed with the Company’s filing of Form S-1/A, SEC file number 333-164860, filed on November 2, 2010, and incorporated by this reference as an exhibit to this Form 10-Q.

(8) Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on January 4, 2011, and incorporated by this reference as an exhibit to this Form 10-Q.

(9) Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on January 7, 2011, and incorporated by this reference as an exhibit to this Form 10-Q.

(10) Previously filed with the Company’s filing of Form S-1, SEC file number 333-171603, filed on January 7, 2011, and incorporated by this reference as an exhibit to this Form 10-Q.

(11) Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on February 1, 2011, and incorporated by this reference as an exhibit to this Form 10-Q.

(12) Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on March 4, 2011, and incorporated by this reference as an exhibit to this Form 10-Q.

(13) Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on March 10, 2011, and incorporated by this reference as an exhibit to this Form 10-Q.

(14) Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on April 1, 2011, and incorporated by this reference as an exhibit to this Form 10-Q.

(15) Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on April 25, 2011, and incorporated by this reference as an exhibit to this Form 10-Q.

(16) Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on July 1, 2011, and incorporated by this reference as an exhibit to this Form 10-Q.

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