Edgar Filing: NORTH BAY RESOURCES INC

northbay10q033112.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 March 31, 2012

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: 99,250,532 shares of Common Stock as of May 9, 2012.

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	31

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	38

Item 4.	Controls and Procedures	38

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	40

Item 1A.	Risk Factors	40

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40

Item 3.	Defaults upon Senior Securities	40

Item 4.	Mine Safety Disclosures	40

Item 5.	Other Information	40

Item 6.	Exhibits	40

	SIGNATURES	41

	EXHIBIT INDEX	42

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 MARCH 31, 2012 AND DECEMBER 31, 2011

	Mar 31, 2012			Dec 31, 2011
ASSETS
Current Assets
Cash	$	118,734		$	129,888
Accounts Receivable		-			982
Total Current Assets		118,734			130,870

Other Assets
Certificates of Deposit		172,133			171,875
Goodwill		5,341			5,341
Mining Claims - Unproved		2,004,295			1,891,845
Property, Plant & Equipment, net of accumulated depreciation		707,700			733,885
Purchase Option - Taber Mine		10,000			4,000
Reclamation Bond Deposit – Fraser River		2,000			-
Total Other Assets		2,901,469			2,806,946
TOTAL ASSETS	$	3,020,203		$	2,937,816

LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)
Liabilities
Current Liabilities
Accounts Payable	$	30,976		$	5,942
Accrued Expenses - related party		812,474			784,474
Accrued Interest		3,348			-
Convertible notes payable (net of discounts of $146,198 and $0, respectively)		53,802			25,000
Note Payable (net of discounts of $4,069 and $20,568, respectively)		5,931			4,432
Note Payable – Ruby Mine Mortgage		1,873,275			1,889,185
Total Current Liabilities		2,779,806			2,709,033

Long-Term Liabilities
Asset Retirement Obligation		5,198			5,147
Total Long-Term Liabilities		5,198			5,147
Total Liabilities	$	2,785,004		$	2,714,180

Stockholders’ Equity (Deficit)
Preferred stock, Series I, $0.001 par value, 100 shares authorized, 100 shares issued and outstanding at March 31, 2012 and December 31, 2011, 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 March 31, 2012 and December 31, 2011, 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 March 31, 2012 and December 31, 2011, respectively		100			100

Common stock, $0.001 par value, 250,000,000 shares authorized, 98,724,621 and 97,664,462 shares issued and outstanding at March 31, 2012 and December 31, 2011, respectively		98,725			97,664

Additional Paid-In Capital		11,796,219			11,358,733
Stock Payable		25,000			25,000
Deficit Accumulated During Exploration Stage		(11,688,845	)		(11,261,861	)
Total Stockholders’ Equity (Deficit)		235,199			223,636
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)	$	3,020,203		$	2,937,816

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 MONTH PERIOD ENDING

MARCH 31, 2012 AND 2011 (Unaudited)

AND THE PERIOD FROM

JUNE 18, 2004 (INCEPTION) THROUGH MARCH 31, 2012 (Unaudited)

	3 months ended March 31, 2012			3 months ended March 31, 2011			Since inception (June 18, 2004 - March 31, 2012)
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		-			43,216			303,000
General & Administrative Costs		93,585			79,468			9,580,101
Mining Property Costs		55,846			20,824			1,058,301
Depreciation Expense		26,185			-			86,745
Professional Services		18,500			18,330			189,218
Total Operating Expenses		194,116			161,838			11,217,365

Net Operating Loss		(194,116	)		(161,838	)		(11,225,868	)

Other Income (Expenses)
Gain on Mineral Claim Sales		4,500			96,000			227,744
Gain on Joint-Ventures		-			-			277,149
Impairment Expense		-			-			(124,343	)
Interest Income		545			15			1,186
Interest Expense		(62,739	)		(76,612	)		(324,925	)
Loss on Conversion of Debt		-			-			(137,000	)
Bad Debt Expense		-			-			(48,167	)
Accretion Expense		(127	)		-			(370	)
Other Expense		(175,047	)		-			(175,047	)
Loss on Settlement		-			-			(62,095	)
Realized Gain (Loss) on Investment		-			-			(97,109	)

Net Other Income (Expenses)		(232,868	)		19,403			(462,977	)

Net Loss		(426,984	)		(142,435	)		(11,688,845	)

WEIGHTED AVG NUMBER OF SHARES OUTSTANDING (Basic)		98,127,893			81,609,672
Basic Net Loss per Share	$	(0.00	)	$	(0.00	)
WEIGHTED AVG NUMBER OF SHARES OUTSTANDING (Diluted)		98,127,893			81,609,672
Diluted Net Loss per Share	$	(0.00	)	$	(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 MARCH 31, 2012 (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 MARCH 31, 2012 (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 MARCH 31, 2012 (Unaudited)

(Continued)

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

Table of Contents

NORTH BAY RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD

JUNE 18, 2004 (INCEPTION) THROUGH MARCH 31, 2012 (Unaudited)

(Continued)

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

Table of Contents

NORTH BAY RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD

JUNE 18, 2004 (INCEPTION) THROUGH MARCH 31, 2012 (Unaudited)

(Continued)

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

Table of Contents

NORTH BAY RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD

JUNE 18, 2004 (INCEPTION) THROUGH MARCH 31, 2012 (Unaudited)

(Continued)

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

Table of Contents

NORTH BAY RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD

JUNE 18, 2004 (INCEPTION) THROUGH MARCH 31, 2012 (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		-		-		-		-		-		-		10,314,967		10,315		846,685		-		-			-		857,000
Common Stock issued for convertible debt conversion		-		-		-		-		-		-		4,459,092		4,459		169,393		-		-			-		173,852
Common Stock issued for services		-		-		-		-		-		-		42,857		43		2,957		-		-			-		3,000
Common Stock issued for settlement of services		-		-		-		-		-		-		550,000		550		61,545		-		-			-		62,095
Common Stock issued for deferred compensation		-		-		-		-		-		-		2,000,000		2,000		178,000		-		-			-		180,000
Common Stock issued for directors compensation		-		-		-		-		-		-		111,112		111		9,889		-		-			-		10,000
Discount on convertible notes from beneficial conversion feature		-		-		-		-		-		-		-		-		70,568		-		-			-		70,568
Term Extension of Ruby warrants		-		-		-		-		-		-		-		-		2,519		-		-			-		2,519
Warrants issued for Purchase Option – Ruby Mine		-		-		-		-		-		-		-		-		219,940		-		-			-		219,940
Stock payable for warrant exercise		-		-		-		-		-		-		-		-		-		25,000		-			-		25,000
Net loss for year		-		-		-		-		-		-		-		-		-		-		(951,468	)		-		(951,468	)
Balance at 12/31/2011		4,000,000		100,000		100	$	4,000	$	100	$	-		97,664,462	$	97,664	$	11,358,733	$	25,000	$	(11,261,861	)	$	-	$	223,636
Common Stock issued for cash		-		-		-		-		-		-		852,580		853		68,647		-		-			-		69,500
Common Stock issued as draw on equity line, proceeds applied towards note payable balance owed		-		-		-		-		-		-		180,929		181		14,819		-		-			-		15,000
Common Stock issued for services		-		-		-		-		-		-		26,650		27		3,973		-		-			-		4,000
Discount on convertible notes from beneficial conversion feature		-		-		-		-		-		-		-		-		175,000		-		-			-		175,000
Warrants issued for modification of payment terms on mortgage payable		-		-		-		-		-		-		-		-		175,047		-		-			-		175,047
Net loss for period		-		-		-		-		-		-		-		-		-		-		(426,984	)		-		(426,984	)
Balance at 3/31/2012		4,000,000		100,000		100	$	4,000	$	100	$	-		98,724,621	$	98,725	$	11,796,219	$	25,000	$	(11,688,845	)	$	-	$	235,199

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 THREE MONTH PERIOD ENDING

MARCH 31, 2012 AND 2011 (Unaudited)

AND THE PERIOD FROM

JUNE 18, 2004 (INCEPTION) THROUGH MARCH 31, 2012 (Unaudited)

							Since inception
	3 Months Ended			3 Months Ended			(June 18, 2004
	Mar 31, 2012			Mar 31, 2011			- Mar 31, 2012)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(426,984	)	$	(142,435	)	$	(11,688,845	)
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		4,000			3,000			5,117,017
Common Stock issued to director for services		-			-			10,000
Common Stock issued for mining exploration stage property		-			-			351,400
Warrants issued to modify payment terms of note payable		175,047			-			175,047
Preferred Stock issued for bonus		-			-			253,785
Loss on conversion of debt and deferred compensation		-			-			2,150,513
Loss on AFS securities “other than temporary”		-			-			106,985
Loss on settlement - Common Shares issued		-			-			62,095
Bad debt expense		-			-			48,167
Gain realized on transfer of AFS – securities		-			-			(9,875	)
Amortization of discount on debt		45,301			72,892			264,707
Common Stock issued as interest on loan		-			-			1,500
Depreciation Expense		26,185			-			86,745
Accretion Expense		127			-			370
Impairment Expense		-			-			124,343
Changes in operating assets and liabilities:
Accounts receivable		982			(83,000	)		(29,018	)
Prepaid expenses		-			2,500			9,910
Other assets		(2,512	)		-			(2,512	)
Accounts payable		25,034			24,216			25,034
Accrued expenses to related party		28,000			31,720			1,128,593
Accrued interest		3,348			-			3,348
Other current assets		-			-			(29,316	)
Net Cash Used in Operating Activities		(121,472	)		(91,107	)		(1,950,942	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for purchase of fixed assets		-			-			(12,459	)
Cash paid for development costs on Ruby Mine		(112,272	)		-			(206,553	)
Cash paid for purchase of Taber Mine Option		(6,000	)		-			(10,000	)
Cash paid for Ruby Purchase		-			(60,000	)		(361,093	)
Net Cash Used In Investing Activities		(118,272	)		(60,000	)		(590,105	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of stock		69,500			145,000			1,682,200
Contributions from related party		-			-			244,994
Warrants exercised, shares not yet issued		-			-			25,000
Debt Repayments		(15,910	)		-			(119,225	)
Shares re-purchased and retired		-			-			(2,000	)
Borrowings on convertible debt		175,000			50,000			828,812
Net Cash Provided by Financing Activities		228,590			195,000			2,659,781
Net cash increase (decrease) for period		(11,154	)		43,893			118,734
Cash at beginning of period		129,888			47,000			-
Cash at end of period		118,734			90,893			118,734
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	$	-		$	71,220		$	253,912
Warrants issued for purchase option - Ruby Mine	$	-		$	-		$	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	$	-		$	100,000		$	-
Stock Payable for purchase option - Ruby Mine	$	-		$	-		$	150,000
Discount from beneficial conversion feature and warrants attached to convertible notes payable	$	175,000		$	50,000		$	352,974
Transfer of available for sale securities to relieve accrued salary	$	-		$	-		$	12,838
Accrued salary relieved for shares issued	$	-		$	-		$	279,999
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
Note payable for Ruby Mine acquisition	$	-		$	-		$	2,164,118
Revision to Asset Retirement Obligation	$	76		$	-		$	166,714
Common stock issued for conversion of convertible debt	$	-		$	-		$	173,852
Common stock issued for stock payable	$	-		$	-		$	115,310
Equity draw applied towards note principal owed	$	15,000		$	-		$	15,000

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 $11,688,845 as of March 31, 2012. 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.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Ruby Gold, Inc., a California corporation. All significant inter-company accounts and transactions have been eliminated in consolidation

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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 March 31, 2012 and December 31, 2011. 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.

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-term 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, proved, probable, or possible reserves, the costs incurred to develop such property are capitalized. To date the Company has not established any reserves on its mineral properties.

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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 to remediate and abandon a mine may require adjustments to the ARO and are capitalized as part of the costs of mineral assets.

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.

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The Company had no assets or liabilities valued at fair value on a recurring or non-recurring basis as of March 31, 2012 and December 31, 2011, 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 March 31, 2012 and December 31, 2011, no options or warrants related to compensation have been issued, and none are outstanding.

Beneficial Conversion Features

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.

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 March 31, 2012 and 2011, there were 43,145,833 and 38,623,038 common stock equivalents outstanding, respectively.

The following is a reconciliation of the computation for basic and diluted EPS for the three months ended March 31, 2012 and 2011, respectively:

	March 31, 2012			March 31, 2011
Net Loss	$	(426,984	)	$	(142,435	)
Weighted-average common shares Outstanding (Basic)		98,127,893			81,609,672
Weighted-average common stock Equivalents		43,145,833			38,623,038
Deduction of stock Equivalents not included due to net loss		(43,145,833	)		(38,623,038	)
Weighted-average common shares Outstanding (Diluted)		98,127,893			81,609,672
Basic and Diluted Net Gain (Loss) per Share	$	(0.00	)	$	(0.00	)

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Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation. The cost of property, plant and equipment is depreciated using the straight-line method over the estimated useful life of the asset - periods of approximately 18-28 years for buildings, 3-10 years for machinery and equipment and 3- 5 years for vehicles. Long-lived assets are reviewed for impairment whenever in management's judgment conditions indicate a possible loss. Such impairment tests compare estimated undiscounted cash flows to the recorded value of the asset. If an impairment is indicated, the asset is written down to its fair value or, if fair value is not readily determinable, an estimated fair value is used based on discounted cash flows. Fully depreciated assets are retained in property, plant and equipment and accumulated depreciation accounts until they are removed from service. In case of disposals of assets, the assets and related accumulated depreciation are removed from the accounts, and the net amounts after proceeds from disposal are credited or charged to income.

Recently Issued Accounting Standards

In September 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment. The guidance in ASU 2011-08 is intended to reduce complexity and costs by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. The amendments also improve previous guidance by expanding upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Also, the amendments improve the examples of events and circumstances that an entity having a reporting unit with a zero or negative carrying amount should consider in determining whether to measure an impairment loss, if any, under the second step of the goodwill impairment test. The amendments in this ASU are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued. The adoption of this guidance is not expected to have a material impact on the Company’s financial position or results of operations.

In June 2011, the FASB issued ASU 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income”, which is effective for annual reporting periods beginning after December 15, 2011. ASU 2011-05 will become effective for the Company on January 1, 2012. This guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. In addition, items of other comprehensive income that are reclassified to profit or loss are required to be presented separately on the face of the financial statements. This guidance is intended to increase the prominence of other comprehensive income in financial statements by requiring that such amounts be presented either in a single continuous statement of income and comprehensive income or separately in consecutive statements of income and comprehensive income. The adoption of ASU 2011-05 did not have a material impact on the Company’s financial position or results of operations.

In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”, which is effective for annual reporting periods beginning after December 15, 2011. This guidance amends certain accounting and disclosure requirements related to fair value measurements. Additional disclosure requirements in the update include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs; (2) for an entity’s use of a nonfinancial asset that is different from the asset’s highest and best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure of all transfers between Level 1 and Level 2 of the fair value hierarchy. ASU 2011-04 became effective for the Company on January 1, 2012, and did not have a material impact on the Company’s financial position or results of operations.

In April 2011, the FASB issued ASU 2011-02, “Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring”. This amendment explains which modifications constitute troubled debt restructurings (“TDR”). Under the new guidance, the definition of a troubled debt restructuring remains essentially unchanged, and for a loan modification to be considered a TDR, certain basic criteria must still be met. For public companies, the new guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructuring occurring on or after the beginning of the fiscal year of adoption. ASU 2011-02 became effective for the Company on January 1, 2012, and did not have a material impact on the Company’s financial position or results of operations.

NOTE 4 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, plus $982 in reimbursed expenses for claim maintenance. 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 December 31, 2011, $29,018 has been classified as a bad debt. As of March 31, 2012, $982 has been paid.

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NOTE 5 TABER MINE OPTION

As of November 1, 2011, the Company agreed to an exclusive option on the Taber Mine in Sierra County, California, for a period of up to nine months, during which time the Company will continue to conduct further due diligence. The consideration to be paid during the term of the option is $2,000 per month. As of March 31, 2012, $10,000 in aggregate option payments have been capitalized. As of the date of this report, the Company is current in its obligations, and all monthly option payments have been paid on time. In the event the Company elects to exercise its option, the parties shall enter into a lease agreement whereby the Company would make advance royalty payments of $25,000 per year until production begins, and a 5% NSR after production begins.

NOTE 6 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 31, 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. In October, 2011, RDC agreed to lower the mortgage payments due in November and December, 2011, to $10,000 each month. Subsequent to December 31, 2011, RDC agreed to lower the mortgage payments due monthly through June 30, 2012, to $10,000 each month. As of March 31, 2012, all monthly payments have been paid, and the outstanding balance due on the note is $1,873,275. 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.

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 $171,618 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 $171,618 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 December 31, 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 December 31, 2011 and December 31, 2010, the Company capitalized a total of $2,802,946 and $393,983, respectively, related to the Ruby Mine purchase. Cash paid during the period ended December 31, 2011 and December 31, 2010 was equal to $277,006 and $82,994, respectively. Warrants issued during the periods ended December 31, 2010 and December 31, 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. During Q1, 2012, the Company issued warrants granting RDC the right to purchase 2 million shares of the Company’s common stock at the exercise price of nine cents ($0.09) per share, in consideration for reducing the monthly mortgage payments due in January, February, and March, 2012. The value of the additional warrants was calculated using the Black-Scholes model.

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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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NOTE 7 PROPERTY, PLANT, EQUIPMENT AND MINERAL CLAIM ASSETS

As of March 31, 2012 and December 31 2011, components of the Ruby Mine property, plant and equipment and mineral assets were as follows:

	March 31,			December 31,
	2012			2011
Buildings and improvements	$	558,885		$	558,885
Machinery and equipment		119,389			119, 389
Vehicles		240,514			240,514
Total property, plant and equipment		918,788			918,788

Less: valuation allowance(3)		(124,343	)		(124,343	)
Less: accumulated depreciation		(86,745	)		(60,560	)

Property, plant and equipment, net	$	707,700		$	733,885

	March 31,		December 31,
	2012		2011
Mining claims (1)	$	1,792,660	$	1,792,660
Asset retirement costs		5,085		5,085
Development Costs (capitalized) (2)		206,550		206,550
Total mineral claim assets		2,004,295		2,004,295

Less: accumulated depletion		-		-

Mining claims, net	$	2,004,295	$	2,004,295

(1) Upon the completion of the Ruby Mine acquisition on July 1, 2011, the estimated fair value of the mineral rights acquired was fully capitalized.

(2) Capitalized development costs include expenditures incurred in 2011 and as of March 31, 2012 to rehabilitate the Ruby Tunnel system, reinforce the mine timbers, and install new ventilation duct.

(3) Following the acquisition of the Ruby Mine on July1, 2011, an evaluation of the equipment inventory determined that some equipment was obsolete and/or otherwise not in compliance with safety regulations, resulting in an impairment deduction of $124,343.

Depreciation expense for the three months ended March 31, 2012 and 2011 was $26,185 and $0, respectively.

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NOTE 8 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 $36,986 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, provided that the number of shares to be issued upon conversion cannot result in the recipient holding more than 4.99% of the outstanding number of shares 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 $1,020 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.

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On July 1, 2011, upon the acquisition of the Ruby Mine, the Company issued a promissory note to Ruby Development Company (“RDC”) for $1,990,000 plus 3% interest per annum. The note is due on or before December 31, 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. In October, 2011, RDC agreed to lower the mortgage payments due in November and December, 2011, to $10,000 each month. Subsequent to December 31, 2011, RDC agreed to lower the mortgage payments due in January, February, and March, 2012, to $10,000 each month. As of March 31, 2012, all monthly payments have been paid, and the outstanding balance due on the note is $1,873,275. 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.

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.

On December 29, 2011, the Company entered into two agreements ("the Agreements") with Tangiers Investors LP, ("Tangiers") pursuant to which the Company received two $25,000 loans from Tangiers. As the Agreement specifies, loan proceeds will only be used towards expenses related to the Ruby Mine Project. The Agreement is structured as a $25,000 Promissory Note (the “Promissory Note”), and a $25,000 Convertible Promissory Note (the “Convertible Note”). The Promissory Note has a maturity date of six (6) months from the Effective Date, and an interest rate on the unpaid principal balance equal to 9.9% per year. The Company shall make cash payments to Tangiers every two (2) weeks beginning January 1, 2012, at a minimum of $2,500 against the principal and accrued interest until the Promissory Note has been satisfied. The Company has further authorized Tangiers to debit this amount directly from any drawdowns made on Company’s existing Equity Line of Credit (“ELOC”) with Tangiers. As further consideration, Tangiers shall be entitled to 250,000 5-year warrants to purchase 250,000 shares of our common stock at an exercise price of $0.115 per share. The value of these warrants was calculated via the Black-Scholes model and was calculated at $20,568. This value was recorded as a discount on the related note payable. The $25,000 Convertible Note is convertible into common stock, in whole or in part, at any time and from time to time before maturity at the option of the holder at a fixed price of $0.08 per share, which was the closing market share price on the Effective Date. Due to the conversion price being equal to the closing share price on the grand date no beneficial conversion feature resulted from this issuance. The Note has a term of nine (9) months and accrues interest at a rate equal to 9.9% per year. The Agreement further specifies that there shall be no penalty for prepayment of either the Promissory Note or the Convertible Note. During the three months ended March 31, 2012, $16,499 of the discount has been amortized, leaving a remaining discount of $4,069.

On February 2, 2012, the Company entered into two Convertible Promissory Note Agreements ("the Notes", or individually, the “Note”) with Tangiers Investors LP, ("Tangiers") pursuant to which the Company received an aggregate of $100,000 ($50,000 per Note) as a loan from Tangiers. The first Note has a term of six (6) months, and the second Note has a term of twelve (12) months. Each Note accrues interest at a rate equal to 9.9% per year, and is convertible into common stock, in whole or in part, at any time and from time to time before maturity at the option of the holder at a fixed price of $0.08 per share. As further consideration, Tangiers shall be entitled to 500,000 5-year warrants exercisable at $0.13. The Notes further specify that there shall be no penalty for prepayment. The beneficial conversion feature resulting from the discounted conversion price compared to market price was valued on the date of grant to be $78,296 on the note, and $21,704 on the warrants. The warrants were valued using the Black-Scholes valuation model. This value was recorded as a discount on debt and offset to additional paid in capital. Amortization of the discount was $23,879 for the three months ended March 31, 2012.

On March 15, 2012, the Company entered into two Convertible Promissory Note Agreements ("the Notes", or individually, the “Note”) with Tangiers Investors LP, ("Tangiers") pursuant to which the Company received an aggregate of $75,000 ($37,500 per Note) as a loan from Tangiers. The first Note has a term of six (6) months, and the second Note has a term of twelve (12) months. Each Note accrues interest at a rate equal to 9.9% per year, and is convertible into common stock, in whole or in part, at any time and from time to time before maturity at the option of the holder at a fixed price of $0.09 per share. As further consideration, Tangiers shall be entitled to 500,000 5-year warrants exercisable at $0.09. The Notes further specify that there shall be no penalty for prepayment. The beneficial conversion feature resulting from the discounted conversion price compared to market price was valued on the date of grant to be $34,896 on the note, and $40,104 on the warrants. The warrants were valued using the Black-Scholes valuation model This value was recorded as a discount on debt and offset to additional paid in capital. Amortization of the discount was $4,923 for the three months ended March 31, 2012.

All discounts are being amortized straight line over the term of their respective notes. There was no material difference between straight line and the effective interest method.

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NOTE 9 COMMITMENTS AND CONTINGENCIES

As of March 31, 2012 and December 31, 2011, 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 12 - 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, 2011 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 December 31, 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 10 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 11 ASSET RETIREMENT OBLIGATIONS

Provisions for site closure and reclamation costs are based principally on legal and regulatory requirements established by various government agencies, principally Sierra County, California, the US Forest Service, and the California Dept. of Conservation Office of Mine Reclamation (OMR). Under current regulations, the Company is required to meet performance standards to minimize the environmental impact from its operations and to perform site restoration and other closure activities at its mining and development sites. The exact nature of environmental remediation requirements that may be encountered in the future, if any, cannot be predicted with certainty, because environmental requirements currently established by government agencies may change.

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The following table illustrates the inputs used to calculate the current Asset Retirement Obligation as of December 31, 2011 and March 31, 2012, respectively.

Cost estimate for reclamation work at today's cost	$	171,194
Estimated life of mine (years)		50
Risk adjusted rate (borrowing rate)		9.9	%
Estimated inflation rate		2.4	%

	Asset Retirement Obligation
Asset retirement obligation at 12/31/11	$	5,147
Accretion Expense		127
Revisions to asset retirement obligation at 3/31/12		(76	)
Asset retirement obligation at 3/31/12	$	5,198

NOTE 12 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.

NOTE 13 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.

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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.

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.

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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.

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 December 31, 2011, the Company has issued an aggregate of 10,314,967 of these registered shares to Tangiers, in consideration of $857,000.

During 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. The note was converted according to the terms of the agreement and therefore no gain or loss was recorded on the conversion.

During 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. The note was converted according to the terms of the agreement and therefore no gain or loss was recorded on the conversion.

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During 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 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. The note was converted according to the terms of the agreement and therefore no gain or loss was recorded on the conversion.

During 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. This value was recorded as a loss on settlement during 2011.

During 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 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 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. The note was converted according to the terms of the agreement and therefore no gain or loss was recorded on the conversion.

During 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.

During Q1 2012, the Company issued 26,650 shares of common stock for geological services rendered. The shares were valued at $4,000, based on the closing market price on the date of invoice.

During Q1 2012, the Company issued 1,033,509 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 $84,500. Related to the consideration received, $69,500 was received in cash, and the remaining $15,000 was applied as a reduction to a note payable to Tangiers.

NOTE 14 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	%

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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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250,000 warrants were issued to Tangiers Investors, LP on December 29, 2011 that were attached to a convertible promissory note agreement for $25,000. The fair value of the warrants of $20,568 was recorded as a discount to the related debt. This value was calculated via the Black-Scholes model. The key inputs for the calculation are shown below.

Stock Price on Measurement Date	$	0.08
Exercise Price of Warrants	$	0.115
Term of Warrants (years)		5.00
Computed Volatility		158	%
Annual Dividends		0.00	%
Discount Rate		0.83	%

500,000 warrants were issued to Tangiers Investors, LP on February 2, 2012 as part of a loan agreement for $100,000. The fair value of the warrants was $52,779. The total of the warrants and beneficial conversion feature was recorded as a discount on debt up to the principal amount owed. This value was calculated via the Black-Scholes model. The key inputs for the calculation are shown below.

Stock Price on Measurement Date	$	0.12
Exercise Price of Warrants	$	0.13
Term of Warrants (years)		5.00
Computed Volatility		157	%
Annual Dividends		0.00	%
Discount Rate		1.04	%

Two million warrants were issued to Ruby Development Company on March 6, 2012 in consideration for reducing monthly mortgage payments for the Ruby Mine. The fair value of the warrants of $175,047 was expensed 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	$	0.095
Exercise Price of Warrants	$	0.09
Term of Warrants (years)		5.00
Computed Volatility		155	%
Annual Dividends		0.00	%
Discount Rate		0.83	%

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500,000 warrants were issued to Tangiers Investors, LP on March 15, 2012 as part of a loan agreement for $75,000. The fair value of the warrants was $46,268. The total of the warrants and beneficial conversion feature was recorded as a discount on debt up to the principal amount owed. This value was calculated via the Black-Scholes model. The key inputs for the calculation are shown below.

Stock Price on Measurement Date	$	0.098
Exercise Price of Warrants	$	0.09
Term of Warrants (years)		5.00
Computed Volatility		155	%
Annual Dividends		0.00	%
Discount Rate		1.33	%

A summary of activity related to the Company’s warrant activity for the period from December 31, 2009 through March 31, 2012 is presented below:

	Number Outstanding		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual 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		2,250,000		0.10		5.00
Exercised(2)		-		-		-
Canceled/forfeited/expired		-		-		-
Outstanding at December 31, 2011		15,250,000		0.037		3.75	(1)
Granted		3,000,000		0.10		5.00
Exercised		-		-		-
Canceled/forfeited/expired		-		-		-
Outstanding at March 31, 2012		18,250,000		0.045		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.

(2) 500,000 warrants were to be exercised in July, 2011, but at the request of the warrant holder, these shares have not yet been issued and are currently classified as stock payable.

NOTE 15 SUBSEQUENT EVENTS

Subsequent to March 31, 2012, the Company issued 525,911 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 $36,000.

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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, 2011.

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.

On July 1, 2011 we acquired the Ruby Mine. The Ruby Mine is an underground placer and lode 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 at the Ruby Mine during FY 2012, but there is no guarantee that mining operations will begin, or that our mining operations will be successful.

On November 1, 2011, the Company agreed to an exclusive option on the Taber Mine in Sierra County, California, for a period of up to nine months, during which time the Company will continue to conduct further due diligence. The consideration to be paid during the term of the option is $2,000 per month. Should the Company elect to exercise the option, the parties will then enter into a definitive lease agreement, with an optional buyout provision. Said due diligence is still ongoing as of the date of this report, and there is no guarantee that the option will be exercised, that mining operations will begin, or that our mining operations will be successful.

As of March 31, 2012, the Company has a Memorandum of Understanding (“MOU”) with Devlin's Bench Mining Ltd and P. Wright Contracting Ltd (“PWC”) to engage in a joint-venture on the Company’s Fraser River Platinum and Monte Cristo projects. As of the date of this report, a definitive agreement has not yet been executed. Under the terms of the MOU, as amended, a definitive agreement will be signed within 60 days of formal permit approval by the British Columbia Ministry of Mines and the local First Nations governments. Said permits have been applied for, but as of the date of this report these milestones have not yet been achieved, and there is no guarantee that such approvals will be forthcoming.

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With the exception of the Ruby Mine, we currently do not control any properties with active mining operations. The Ruby Mine has begun pre-production operations to rehabilitate the Ruby tunnel, but there is no guarantee yet that commercial production of gold can commence.

As of March 31, 2012, we own the mineral rights to 283 mining claims in British Columbia encompassing an aggregate of 103,788 acres (42,019 hectares). This is a snapshot in time, and the number may be quite different six months or one year from now. The Company has a very active exploration program in place, which on a daily basis will add new claims, drop or reduce the size of others, and maintain the rest. The Company is comfortable with maintaining a stated minimum of 150 mineral and placer claims covering an aggregate of 60,000 acres on an annualized basis. All of our claims are under constant review, and may be decreased or further increased at any time, depending on the constant re-evaluation of our present holdings, and the availability of new opportunities in the future as other claims of merit become available for acquisition. 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 March 31, 2012.

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.

As of March 31, 2012 and March 31, 2011, cash gains from claim sales totaled $4,500 and $96,000, 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.

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 from our acquisition of the Ruby Mine, through the acquisition of additional 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 $11,688,845 as of March 31, 2012. In addition, we have a working capital deficit of $ 2,661,072 as of March 31, 2012. 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 March 31, 2012 the accumulated deficit attributable to CEO stock awards valued according to GAAP totals $2,558,535 since inception. As of March 31, 2012 the accumulated deficit attributable to CEO compensation is $812,474 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 over the course of the six years since 2006 has totaled $225,870, consisting of $10,000 in 2006, $50,764 in 2007, $23,139 in 2008, $29,979 in 2009, $21,988 in 2010, and $90,000 in 2011. These cash expenditures are also included in the accumulated deficit.

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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 loans or 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 loans, 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.

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

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Income Taxes

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 March 31, 2012.

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 March 31, 2012, no options or warrants have been issued for compensation and none are outstanding. As of March 31, 2012, 17 million warrants have been issued and are outstanding in connection with the Ruby Mine Purchase Option Agreement executed on September 27, 2010.

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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.

Goodwill and Other Intangible Assets

Income/Loss Per Share of Common Stock

Results of Operations for the Three Months Ended March 31, 2012 Compared to Results of Operations for the Three Months Ended March 31, 2011

Gains from Other Income. For the three months ended March 31, 2012 and March 31, 2011, the Company’s other income related to mineral claim sales and joint-ventures was $4,500 and $96,000, respectively. This decrease is primarily attributable to the lack of acceptable offers for the claims we might be willing to sell outright. The Company has spent $55,846 and $20,824 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 exploration expenditures in British Columbia.

Operating Expenses. For the three months ended March 31, 2012 and March 31, 2011, the Company had operating expenses of $194,116 and $161,838, respectively. The increase in operating expenses for the three months ended March 31, 2012, was due primarily to increased expenses for depreciation related to the Ruby Mine acquisition, and an increase in exploration expenditures in British Columbia.

Net Loss. For the three months ended March 31, 2012, we had a net loss of $426,984, and for the three months ended March 31. 2011 we had a net loss of $142,435. The increase in net loss that we incurred during the three months ended March 31, 2012 was due to primarily to an increase in expenses from warrant issuances, and a decrease in revenue from claim sales.

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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 British Columbia in good standing and pay general administrative expenses. We believe these expenses can be maintained at present levels for the foreseeable future. Going forward, as 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.

In the first quarter of 2012, our mortgage on the Ruby Mine property requires us to make payments of $30,000 over the 3 month period from January 1, 2012 through March 31, 2012. In the second quarter of 2012, our mortgage on the Ruby Mine property requires us to make payments of $30,000 over the 3 month period from April 1, 2012 through June 30, 2012. As of the date of this report, all required payments have been made, and we are current in our obligations. Mortgage payments as of July 1, 2012 will be a minimum of $85,000 per month, with a final balloon payment due on or before December 30, 2012. As of March 31, 2012, the balance due on the mortgage is $1,873,275. The Company expects to satisfy the mortgage and retire the note upon receipt of funding from overseas investors through the federal EB-5 program. The Ruby project was formally approved as an EB-5 project by USCIS in July, 2011, and as of the date of this report the final phase of the funding overseas is nearing completion. The Company expects to complete the funding in the near-term, but until that time the Company believes it 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, loans, or EB-5, we may not be able to maintain our mortgage on the Ruby Mine.

As of March 31, 2012, total current assets were $118,734, which consisted of $118,734 of cash. As of December 31, 2011, total current assets were $130,870, which consisted of $129,888 of cash, and $982 in receivables.

As of March 31, 2012, total other assets were $2,901,469, which consisted primarily of our Ruby Mine claims, plant and equipment, and Ruby reclamation bonds. As of December 31, 2011, total other assets were $2,806.946, which consisted primarily of our Ruby Mine claims, plant and equipment, and Ruby reclamation bonds.

As of March 31, 2012, total current liabilities were $2,779,806, which consisted primarily of $812,474 in deferred compensation, $59,733 in loans, and the balance due on the Ruby Mine mortgage of $1,873,275. As of December 31, 2011, our total current and long-term liabilities were $2,709,033, and consisted primarily of $784,474 in deferred compensation, and the balance due on the Ruby Mine mortgage of $1,889,185.

As of March 31, 2012, total long-term liabilities were $5,198, which consisted entirely of the asset retirement obligation at the Ruby Mine. As of December 31, 2011, our total long-term liabilities were $5,147, and consisted entirely of our asset retirement obligation.

We had a working capital deficit of $2,661,072 as of March 31, 2012, and a working capital deficit of $2,676,076 as of December 31, 2011. The decrease is due to payments on our mortgage on the Ruby Mine.

During the three months ended March 31, 2012, operating activities used cash of $121,472 as compared to the three months ended March 31, 2011 where we used cash of $91,107 in operating activities. The increase is due primarily to increased operational expenses, primarily an increase of exploration expenses in British Columbia.

Cash flows from financing activities represented the Company’s principal source of cash for the three month period ended March 31, 2012. Cash flows from financing activities during the three month period ended March 31, 2012, and March 31, 2011, were $228,590 and $195,000, respectively, and consisted primarily of proceeds from loans and the issuance of stock.

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On February 2, 2012, the Company entered into an agreement ("the Agreement") with Tangiers Investors LP, ("Tangiers") pursuant to which the Company received $100,000 as a loan from Tangiers. As the Agreement specifies, loan proceeds will only be used towards expenses related to the Company’s mining projects. The Agreement is structured as a $50,000 Convertible Promissory Note with a maturity date of six (6) months from the Effective Date, and a $50,000 Convertible Promissory Note with a maturity date of twelve (12) months from the Effective Date. Each Note is convertible into common stock, in whole or in part, at any time and from time to time before maturity at the option of the holder at a fixed price of $0.08 per share, and each Note accrues interest at a rate equal to 9.9% per year. In addition, the Company has agreed to issue 500,000 5-year warrants at an exercise price of $0.13. The Agreement further specifies that there shall be no penalty for prepayment of the Notes, such that if the loan is repaid in cash before any conversion to stock occurs, the Notes will be deemed satisfied and retired.

On March 15, 2012, the Company entered into an agreement ("the Agreement") with Tangiers Investors LP, ("Tangiers") pursuant to which the Company received $75,000 as a loan from Tangiers. As the Agreement specifies, loan proceeds will only be used towards expenses related to the Company’s mining projects. The Agreement is structured as a $37,500 Convertible Promissory Note with a maturity date of six (6) months from the Effective Date, and a $37,500 Convertible Promissory Note with a maturity date of twelve (12) months from the Effective Date. Each Note is convertible into common stock, in whole or in part, at any time and from time to time before maturity at the option of the holder at a fixed price of $0.09 per share, and each Note accrues interest at a rate equal to 9.9% per year. In addition, the Company has agreed to issue 500,000 5-year warrants at an exercise price of $0.09. The Agreement further specifies that there shall be no penalty for prepayment of the Notes, such that if the loan is repaid in cash before any conversion to stock occurs, the Notes will be deemed satisfied and retired.

Recent Developments

On January 23, 2012, the Company announced that it had amended its Memorandum of Understanding ("MOU") with Devlin's Bench Mining Ltd and P. Wright Contracting Ltd ("PWC") to include the Company's Monte Cristo property as an additional project to be operated by the joint-venture with PWC. Accordingly, an exploration program was undertaken in early February, and on February 22, 2012, the Company announced that visible gold had been discovered in the soil samples taken from the Monte Cristo. On March 14, 2012, the Company released the lab results which showed assays from concentrate to be as high as 114 g/t gold and 65 g/t silver at the Monte Cristo JV Project.

On January 31, 2012, the Company announced that a recently-completed HMC ("Heavy Mineral Concentrates") geochemical survey of its 100% owned Bouleau Creek Gold Property in southeastern British Columbia has returned assays as high as 2.09 grams per tonne gold from conventional fire assays, and as high as 95.6 grams per tonne gold from a metallic screen assay Au(+)fraction.

On March 27, 2012 the Company announced that it had staked claims to the Raven Gold property in the prolific Golden Triangle region of northwestern British Columbia.

During Q1 2012, the Company issued several progress reports on operations at the Ruby Mine. With the exception of the last two weeks of March when heavy snowfalls temporarily curtailed operations, the Company’s Ruby Tunnel Rehab Project at the Ruby Mine continued without interruption throughout the entire first three months of 2012. The work at the Ruby tunnel continues as of the date of this report, and is expected to be completed before the end of Q2, 2012.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

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Recent Accounting Pronouncements

In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”, which is effective for annual reporting periods beginning after December 15, 2011. This guidance amends certain accounting and disclosure requirements related to fair value measurements. Additional disclosure requirements in the update include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs; (2) for an entity’s use of a nonfinancial asset that is different from the asset’s highest and best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure of all transfers between Level 1 and Level 2 of the fair value hierarchy. ASU 2011-04 will become effective for the Company on January 1, 2012. ASU 2011-04 became effective for the Company on January 1, 2012, and did not have a material impact on the Company’s financial position or results of operations.

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.

ITEM 4. CONTROLS AND PROCEDURES

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We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our president and chief executive officer (who is our principal executive officer) and our chief financial officer, treasurer, and secretary (who is our principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of March 31, 2012, the end of the three month period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer and principal accounting officer (all the same individual), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, we concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this quarterly report due to the three material weaknesses that were identified in our annual report on Form 10-K for the fiscal year ended December 31, 2011.

Management’s Evaluation of Necessary Remediation Initiatives

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, and (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 control over financial reporting during the three months ended March 31, 2012 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 March 31, 2012, the Company issued shares of Common Stock in the following transactions:

·	In February, 2012, the Company issued 26,650 shares of common stock for geological services rendered. The shares were valued at $4,000, based on the closing market price on the date of invoice.

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. MINE SAFETY DISCLOSURES

None.

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: May 10, 2012	/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)

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10.29		GOLD HILL - MINFILE No 082FSW204(2)
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		PINE RIVER - MINFILE No 093O 009(2)
10.39		RACHEL - MINFILE No 082FSW299(2)
10.40		RACHEL - MINFILE No 082FSW299 - Production(2)
10.41		SILVER CUP - MINFILE No 082KNW113(2)
10.42		SILVER CUP - MINFILE No 082KNW116(2)
10.43		SILVER CUP - MINFILE No 082KNW220(2)
10.44		TRUAX - MINFILE No 092JNE060(2)
10.45		TULAMEEN - MINFILE No 092HNE128(2)
10.46		Tangiers Convertible Promissory Note dated June 17, 2010(3)
10.47		Coronation Gold Property/Lincoln Resources, Inc. Joint Venture Agreement Amendment(3)
10.48		Tangiers Waiver Re: Convertible Promissory Note dated June 17, 2010(4)
10.49		ACG Consulting Agreement(4)
10.50		Silver Quest Joint Venture Agreement Amendment dated September 13, 2010(5)
10.51		Property Option Agreement and Addendum with Ruby Development Company dated September 1, 2010(6)
10.52		Form of Property Purchase Agreement with Ruby Development Company dated September 1, 2010(6)
10.53		Form of Property Purchase Addendum with Ruby Development Company dated September 1, 2010(6)
10.54		Convertible Promissory Note with Tangiers Investors, LP dated September 27, 2010(6)
10.55		Form of Warrants Issued to Ruby Development Company dated October 1, 2010(6)
10.56		Northern California Regional Center MOU dated October 14, 2010(7)
10.57		Convertible Promissory Note with Tangiers Investors, LP dated December 30, 2010(8)
10.58		Securities Purchase Agreement with Asher Enterprises, Inc. dated January 4, 2011(9)
10.59		Convertible Promissory Note issued to Asher Enterprises, Inc. (9)
10.60		Property Option Amendment No. 1 with Ruby Development Company dated January 26, 2011(11)
10.61		Satisfaction of Tangiers Convertible Promissory Note dated June 17, 2010(12)
10.62		Geological Consulting Services Agreement dated March 7, 2011(13)
10.63		Satisfaction of Tangiers Convertible Promissory Note dated September 27, 2010(14)
10.64		Property Option Amendment No. 2 with Ruby Development Company dated April 22, 2011(15)
10.65		Secured Promissory Note and Security Agreement with Ruby Development Company dated July 1, 2011(16)

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10.66		Memorandum of Understanding with Devlin’s Bench Mining Ltd. And P. Wright Contracting Ltd dated October 14, 2011, as amended on January 19, 2012(19)
10.67		Promissory Note with Tangiers Investors, LP dated December 29, 2011(17)
10.68		Convertible Promissory Note with Tangiers Investors, LP dated December 29, 2011(17)
10.69		Form of Warrants Issued to Tangiers Investors, LP dated December 29, 2011(17)
10.70		Six Month Convertible Promissory Note with Tangiers Investors, LP dated February 2, 2012(18)
10.71		Twelve Month Convertible Promissory Note with Tangiers Investors, LP dated February 2, 2012(18)
10.72		Warrants Issued to Tangiers Investors, LP dated February 2, 2012(18)
10.73		Six Month Convertible Promissory Note with Tangiers Investors, LP dated March 15, 2012(20)
10.74		Twelve Month Convertible Promissory Note with Tangiers Investors, LP dated March 15, 2012(20)
10.75		Warrants Issued to Tangiers Investors, LP dated March 15, 2012(20)
14		Code of Ethics(1)
21.1		Subsidiaries of the Registrant(19)
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

* 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.

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(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.

(17)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on January 5, 2012, and incorporated by this reference as an exhibit to this Form 10-Q.

(18)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on February 8, 2012, and incorporated by this reference as an exhibit to this Form 10-Q.

(19)Previously filed with the Company’s filing of Form 10-K, SEC file number 000-54213, filed on March 12, 2012, and incorporated by this reference as an exhibit to this Form 10-Q.

(20)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on March 21, 2012, and incorporated by this reference as an exhibit to this Form 10-Q.

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