Edgar Filing: NORTH BAY RESOURCES INC

northbay10q063014.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 June 30, 2014

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: 217,118,103 shares of Common Stock as of August 12, 2014.

Table of Contents

NORTH BAY RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION		Page

Item 1.	Financial Statements.	3

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	42

Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	52

Item 4.	Controls and Procedures.	52

PART II. OTHER INFORMATION.

Item 1.	Legal Proceedings.	53

Item 1A.	Risk Factors.	53

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	53

Item 3.	Defaults upon Senior Securities.	54

Item 4.	Mine Safety Disclosures.	54

Item 5.	Other Information.	54

Item 6.	Exhibits.	54

SIGNATURES		55

EXHIBIT INDEX		56

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 JUNE 30, 2014 AND DECEMBER 31, 2013

	Jun 30, 2014			Dec 31, 2013

ASSETS
Current Assets
Cash	$	123,474		$	133,873
Total Current Assets		123,474			133,873

Other Assets
Certificates of Deposit		173,043			172,880
Prepaid Expenses		57,373			57,373
Deferred Financing Costs, net		54,777			22,966
Mining Claims – Unproved		1,795,780			1,797,488
Property, Plant & Equipment, net of accumulated depreciation		553,142			608,038
Available For Sale Securities		10,000			22,500
Reclamation Bond – Fraser River		5,000			5,000
Total Other Assets		2,649,115			2,686,245
TOTAL ASSETS	$	2,772,589		$	2,820,118

LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)
Liabilities
Current Liabilities
Accounts Payable	$	45,299		$	41,611
Accrued Expenses - Related Party		881,474			820,474
Accrued Interest		153,815			101,366
Convertible notes payable (net of discounts of $517,169 and $264,389, respectively)		1,041,361			836,858
Advance Gold Sales (net of discounts of $0 and $4,289, respectively)		5,000			195,711
Derivative Liabilities – Convertible Debt		644,163			696,648
Derivative Liabilities – Advances on Gold		5,556			22,223
Note Payable – Ruby Mine Mortgage		633,104			627,101
Note Payable - Equipment		9,272			41,687
Total Current Liabilities		3,419,044			3,383,679

Long-Term Liabilities
Note Payable – Ruby Mine Mortgage, net of current portion		1,093,082			1,205,537
Note Payable – Equipment, net of current portion		23,641			-
Asset Retirement Obligation		4,716			6,158
Total Long-Term Liabilities		1,121,439			1,211,695
Total Liabilities	$	4,540,483		$	4,595,374

Commitment & Contingencies
Common shares subject to redemption, stated at estimated redemption value, 10,217,468 and 10,217,468 shares outstanding at June 30, 2014 and December 31, 2013, respectively		697,046			667,758
Total Commitment & Contingencies	$	697,046		$	667,758

Stockholders’ Equity (Deficit)
Preferred stock, Series I, $0.001 par value, 100 shares authorized, 100 shares issued and outstanding at June 30, 2014 and December 31, 2013, 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 June 30, 2014 and December 31, 2013, respectively		4,000			4,000

Common stock, $0.001 par value, 500,000,000 shares authorized, 187,087,567 and 127,897,079 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively		187,087			127,898
Additional Paid-In Capital		13,935,779			12,962,791
Accumulated Other Comprehensive Income		(15,050	)		(2,550	)
Stock Payable		18,392			-
Deficit Accumulated During Exploration Stage		(16,595,148	)		(15,535,153	)
Total Stockholders’ Equity (Deficit)		(2,464,940	)		(2,443,014	)
TOTAL LIABILITIES, COMMITMENTS & CONTINGENCIES, & STOCKHOLDERS’ EQUITY (DEFICIT)	$	2,772,589		$	2,820,118

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

Table of Contents

NORTH BAY RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTH PERIODS ENDING

JUNE 30, 2014 AND 2013 AND THE PERIOD FROM

JUNE 18, 2004 (INCEPTION) THROUGH JUNE 30, 2014

	3 months ended June 30, 2014			3 months ended June 30, 2013			6 months ended June 30, 2014			6 months ended June 30, 2013			Since inception (June 18, 2004 - June 30, 2014)

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

Operating Expenses
Commissions & Consulting Fees		-			4,800			-			4,800			316,800
General & Administrative Costs		86,289			80,732			181,171			161,728			9,684,587
Mining Property Costs		401,360			179,639			686,105			226,540			3,205,952
Depreciation Expense		25,110			24,060			53,896			48,120			312,289
Impairment Expense		-			-			-			-			145,995
Accretion Expense		114			76			266			163			1,596
Professional Services		34,064			36,368			90,728			66,270			458,872
Total Operating Expenses		546,937			325,675			1,012,166			507,621			14,126,091
Net Operating Loss		(546,937	)		(325,675	)		(1,012,166	)		(507,621	)		(14,126,091	)
Other Income (Expenses)
Gain on Mineral Claim Sales		-			-			-			113,499			471,243
Other Income from Mineral Claims		-			-			-			-			309,649
Interest Income		538			120			4,872			244			6,887
Interest Expense		(381,985	)		(98,321	)		(625,003	)		(405,900	)		(2,286,212	)
Gain/Loss on Derivative Liability		313,211			(359,114	)		552,578			(576,640)			113,164
Loss on Conversion of Debt		-			-			-			-			(137,000	)
Loss on Equity Modification		-			-			-			-			(85,399	)
Bad Debt Expense		-			-			-			-			(47,185	)
Loss on Settlement		(32,479	)		-			(32,479)			-			(94,574	)
Other Expense		-			(1,913	)		-			-			(2,222	)
Other Income		-			-			52,203			1,094			53,297
Realized Gain (Loss) on Investment		-			-			-			-			(97,109	)
Net Other Income (Expenses)		(100,715	)		(459,228	)		(47,829	)		(867,703	)		(1,795,461	)
Loss From Continuing Operations		(647,652	)		(784,903	)		(1,059,995	)		(1,375,324)			(15,921,552	)
Loss From Discontinued Operations		-			-			-			-			(673,596	)
Net Loss		(647,652	)		(784,903	)		(1,059,995	)		(1,375,324	)		(16,595,148	)
Accretion of Discount on Redeemable Common Stock		-			(489	)		-			(14,701	)		(81,862	)
Excess Cash Received Compared to Redeemable Amount of Stock		-			-			-			-			974
Interest on Redeemable Common Stock		(14,644	)		(12,337	)		(29,288	)		(21,298	)		(103,158	)
Net Loss Attributable to Common Shareholders		(662,296	)		(797,729	)		(1,089,283	)		(1,411,323	)		(16,779,194	)
Unrealized (Loss)/Gain on Available For Sale Securities		(12,500	)		(7,500	)		(12,500	)		2,450			(15,050	)
Total Comprehensive Loss		(674,796	)		(805,229	)		(1,101,783	)		(1,408,873	)		(16,794,244	)

WEIGHTED AVG NUMBER OF SHARES OUTSTANDING (Basic)		172,223,752			112,522,912			159,851,777			108,542,908
Basic Net Loss per Share	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.01	)
WEIGHTED AVG NUMBER OF SHARES OUTSTANDING (Diluted)		172,223,752			112,522,912			159,851,777			108,542,908
Diluted Net Loss per Share	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.01	)

The accompanying notes are an integral part of these financial statements

Table of Contents

NORTH BAY RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD

JUNE 18, 2004 (INCEPTION) THROUGH JUNE 30, 2014 (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)

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD

JUNE 18, 2004 (INCEPTION) THROUGH JUNE 30, 2014 (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)

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD

JUNE 18, 2004 (INCEPTION) THROUGH JUNE 30, 2014 (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)

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD

JUNE 18, 2004 (INCEPTION) THROUGH JUNE 30, 2014 (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)

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD

JUNE 18, 2004 (INCEPTION) THROUGH JUNE 30, 2014 (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)

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD

JUNE 18, 2004 (INCEPTION) THROUGH JUNE 30, 2014 (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)

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD

JUNE 18, 2004 (INCEPTION) THROUGH JUNE 30, 2014 (Unaudited)

(Continued)

	Preferred Stock												Common Stock
	Series A Shares		Series G Shares		Series I Shares		Series A Amount		Series G Amount		Series I Amount		Shares		Amount		Additional Paid-In Capital			Stock Payable		Accumulated Deficit			Accumulated OCI		Total Stockholders’ Deficit
Common Stock issued for cash		-		-		-		-		-		-		9,433,985		9,434		758,566			-		-			-		768,000
Common Stock issued for convertible debt conversion		-		-		-		-		-		-		4,459,092		4,459		169,393			-		-			-		173,852
Common Stock issued for services		-		-		-		-		-		-		42,857		43		2,957			-		-			-		3,000
Common Stock issued for settlement of services		-		-		-		-		-		-		550,000		550		61,545			-		-			-		62,095
Common Stock issued for deferred compensation		-		-		-		-		-		-		2,000,000		2,000		178,000			-		-			-		180,000
Common Stock issued for directors compensation		-		-		-		-		-		-		111,112		111		9,889			-		-			-		10,000
Discount on convertible notes from beneficial conversion feature		-		-		-		-		-		-		-		-		70,568			-		-			-		70,568
Term Extension of Ruby warrants		-		-		-		-		-		-		-		-		2,519			-		-			-		2,519
Warrants issued for Purchase Option – Ruby Mine		-		-		-		-		-		-		-		-		219,940			-		-			-		219,940
Stock payable for warrant exercise		-		-		-		-		-		-		-		-		-			25,000		-			-		25,000
Excess cash received compared to redeemable amount for stock		-		-		-		-		-		-		-		-		974			-		-			-		974
Interest on redeemable stock		-		-		-		-		-		-		-		-		(247	)		-		-			-		(247	)
Net loss for year (restated)		-		-		-		-		-		-		-		-		-			-		(1,045,749	)		-		(1,045,749	)
Balance at 12/31/2011 (restated)		4,000,000		100,000		100	$	4,000	$	100	$	-		96,783,480	$	96,783	$	11,271,341		$	25,000	$	(11,356,142	)	$	-	$	41,082

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NORTH BAY RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD

JUNE 18, 2004 (INCEPTION) THROUGH JUNE 30, 2014 (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
Cancellation of Series G Preferred		-		(100,000	)				-		(100)		-		-		-		100			-			-			-			-
Common Stock issued for services		-		-			-		-		-		-		116,650		117		10,543			-			-			-			10,660
Common Stock issued for deferred financing costs		-		-			-		-		-		-		85,000		85		5,525			-			-			-			5,610
Common Stock issued for stock payable		-		-			-		-		-		-		500,000		500		24,500			(25,000	)		-			-			-
Mark to market AFS securities		-		-			-		-		-		-		-		-		-			-			-			(12,500	)		(12,500	)
Settlement of Derivative Liability		-		-			-		-		-		-		-		-		49,795			-			-			-			49,795
Discount on convertible notes from beneficial conversion feature and attached warrants		-		-			-		-		-		-		-		-		321,002			-			-			-			321,002
Warrants issued for modification of payment terms on mortgage payable		-		-			-		-		-		-		-		-		175,047			-			-			-			175,047
Accretion of discount on redeemable common stock		-		-			-		-		-		-		-		-		(29,516	)		-			-			-			(29,516	)
Interest on redeemable common stock		-		-			-		-		-		-		-		-		(22,701	)		-			-			-			(22,701	)
Net loss for period		-		-			-		-		-		-		-		-		-			-			(2,119,706	)		-			(2,119,706	)
Balance at 12/31/2012 (restated)		4,000,000		-			100	$	4,000	$	-	$	-		97,485,130	$	97,485	$	11,805,636		$	-		$	(13,475,848	)	$	(12,500	)	$	(1,581,227	)
Common Stock issued for cash		-		-			-		-		-		-		13,564,152		13,564		445,736			-			-			-			459,300
Common Stock issued for convertible debt conversion		-		-			-		-		-		-		11,229,545		11,230		272,691			-			-			-			283,921
Common Stock issued for services		-		-			-		-		-		-		191,724		192		9,071			-			-			-			9,263
Common Stock issued for directors compensation		-		-			-		-		-		-		277,778		278		9,722			-			-			-			10,000
Common Stock issued for deferred compensation		-		-			-		-		-		-		5,000,000		5,000		175,000			-			-			-			180,000
Common Stock issued for deferred financing costs		-		-			-		-		-		-		148,750		149		6,332			-			-			-			6,481
Mark to market AFS securities		-		-			-		-		-		-		-		-		-			-			-			9,950			9,950
Settlement of Derivative Liability		-		-			-		-		-		-		-		-		256,472			-			-			-			256,472
Loss on Equity Modification		-		-			-		-		-		-		-		-		85,399			-			-			-			85,399
Accretion of discount on redeemable common stock		-		-			-		-		-		-		-		-		(52,346	)		-			-			-			(52,346	)
Interest on redeemable common stock		-		-			-		-		-		-		-		-		(50,922	)		-			-			-			(50,922	)
Net loss for period		-		-			-		-		-		-		-		-		-			-			(2,059,305	)		-			(2,059,305	)
Balance at 12/31/2013		4,000,000		-			100	$	4,000	$	-	$	-		127,897,079	$	127,898	$	12,962,791		$	-		$	(15,535,153	)	$	(2,550	)	$	(2,443,014	)
Common Stock issued for cash		-		-			-		-		-		-		32,850,787		32,850		484,849			-			-			-			517,699
Common Stock issued for convertible debt conversion		-		-			-		-		-		-		25,871,484		25,871		342,515			-			-			-			368,386
Common Stock issued for services		-		-			-		-		-		-		100,000		100		2,600			-			-			-			2,700
Common Stock issued for deferred financing costs		-		-			-		-		-		-		368,217		368		9,942			-			-			-			10,310
Stock payable for deferred financing costs		-		-			-		-		-		-		-		-		-			7,040			-			-			7,040
Stock payable for debt conversion		-		-			-		-		-		-		-		-		-			11,352			-			-			11,352
Mark to market AFS securities		-		-			-		-		-		-		-		-		-			-			-			(12,500)			(12,500)
Settlement of Derivative Liability - Gold		-		-			-		-		-		-		-		-		1,667			-			-			-			1,667
Settlement of Derivative Liability – Convertible Debt		-		-			-		-		-		-		-		-		160,703			-			-			-			160,703
Interest on redeemable common stock		-		-			-		-		-		-		-		-		(29,288	)		-			-			-			(29,288	)
Net loss for period		-		-			-		-		-		-		-		-		-			-			(1,059,995	)		-			(1,059,995	)
Balance at 6/30/2014		4,000,000		-			100	$	4,000	$	-	$	-		187,087,567	$	187,087	$	13,935,779		$	18,392		$	(16,595,148	)	$	(15,050	)	$	(2,464,940	)

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

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NORTH BAY RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTH PERIODS ENDING JUNE 30, 2014 AND 2013

AND THE PERIOD FROM JUNE 18, 2004 (INCEPTION) THROUGH JUNE 30, 2014

	6 Months Ended June 30, 2014			6 Months Ended June 30, 2013			Since inception (June 18, 2004 to June 30, 2014)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(1,059,995	)	$	(1,375,324	)	$	(16,595,148	)
Adjustments to reconcile Net Loss to net cash used in operations:
Gain on option payments received – non-cash		-			-			(135,985	)
Gain on sale of claims		-			(58,499	)		(366,333	)
Gain on sale of claims – non-cash		-			(55,000	)		(60,000	)
Common Stock issued for services		2,700			-			5,135,640
Common Stock issued to director for services		-			-			20,000
Common Stock issued for mining exploration stage property		-			-			351,400
Warrants issued to modify payment terms of note		-			-			175,047
Preferred Stock issued for bonus		-			-			253,785
Loss on conversion of debt and deferred compensation		32,479			-			2,182,992
Loss on AFS securities “other than temporary”		-			-			106,985
Loss on settlement - Common Shares issued		-			-			62,095
Loss on equity modification		-			-			85,399
Bad debt expense		-			-			47,185
Gain realized on transfer of AFS – securities		-			-			(9,875	)
Amortization of discount on debt		461,616			155,182			1,407,258
Amortization of deferred financing cost		41,159			16,540			91,734
Amortization of gold advances discount		4,289			1,913			22,222
Change in derivative liability		(552,578	)		576,640			(113,164	)
Common Stock issued as interest on loan		-			-			1,500
Depreciation Expense		53,896			48,120			312,289
Accretion Expense		266			163			1,596
Impairment Expense		-			-			145,995
Extension Expense for Ruby mortgage		-			160,000			160,000
Changes in operating assets and liabilities:
Accounts receivable		-			-			(28,036	)
Prepaid Expenses		-			-			12,537
Other assets		(163	)		(3,218	)		(2,168	)
Accrued expenses – related party		61,000			63,000			1,377,593
Accrued interest		64,391			-			64,391
Accrued expenses		(15,000	)		15,808			100,419
Accounts Payable		3,688			(26,608	)		39,358
Other current assets		-			-			(29,316	)
Net Cash Used in Operating Activities		(902,252	)		(481,283	)		(5,182,605	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for purchase of fixed assets		-			-			(28,371	)
Proceeds from Fixed Asset Disposal		1,000			-			1,000
Cash received from sales of claims		-			48,664			366,333
Cash paid for claims acquired		-			-			(16,311)
Cash paid for Ruby Purchase		-			-			(361,093	)
Cash paid for purchase of Taber Mine Option		-			-			(4,000	)
Net Cash Provided by/Used in Investing Activities		1,000			48,664			(42,442	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of redeemable common stock		-			197,000			488,464
Proceeds from sale of common stock		517,699			-			2,499,699
Advances - Gold		(195,000	)		150,000			5,000
Cash paid for deferred financing costs		(55,620	)		(13,850	)		(117,070	)
Contributions from related party		-			-			244,994
Warrants exercised, shares not yet issued		-			-			25,000
Debt Repayments		(115,226	)		(146,242	)		(562,475	)
Shares re-purchased and retired		-			-			(2,000	)
Borrowings on convertible debt		739,000			341,097			2,766,909
Net Cash Provided by Financing Activities		890,853			528,005			5,348,521
Net cash increase (decrease) for period		(10,399	)		95,386			123,474
Cash at beginning of period		133,873			42,008			-
Cash at end of period		123,474			137,394			123,474
Supplementary Cash Flow Information:
Cash Paid for Interest	$	15,000		$	-		$	192,360
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	$	-		$	-		$	433,912
Warrants issued for purchase option - Ruby Mine	$	-		$	-		$	369,837
Term extension of Ruby Mine warrants	$	-		$	-		$	2,519
Stock Issued for purchase option - Ruby Mine	$	-		$	-		$	150,000
Discount from beneficial conversion feature and warrants attached to convertible notes payable	$	-		$	-		$	177,974
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	$	-		$	-		$	1,990,000
Liabilities assumed with Ruby Mine acquisition	$	-		$	-		$	174,118
Revision to Asset Retirement Obligation	$	1,708		$	-		$	168,498
Common stock issued for conversion of convertible debt	$	347,259		$	132,826		$	805,031
Equipment acquired with note payable	$	-		$	-		$	56,071
Common stock issued for stock payable	$	-		$	-		$	25,000
Common stock owed for deferred financing costs	$	7,040		$	-		$	7,040
Equity draw on redeemable common stock applied towards note principal owed	$	-		$	-		$	25,536
Common Stock issued for deferred financing costs	$	10,310		$	-		$	22,401
Debt discount due to derivative liability	$	660,796		$	148,713		$	896,827
Cancellation of preferred shares	$	-		$	-		$	100
Settlement of Derivative liability	$	160,703		$	122,291		$	466,970
Settlement of gold derivative	$	1,667		$	-		$	1,667
Discount on gold advance	$	-		$	16,667		$	22,223
Accretion of Discount on Redeemable Common Stock	$	-		$	14,701		$	81,862
Excess Cash Received Compared to Redeemable Amount of Stock	$	-		$	-		$	974
Interest on Redeemable Common Stock	$	29,288		$	21,298		$	103,158
Unrealized gain/loss on AFS	$	12,500		$	2,450		$	15,050

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 CONSOLIDATED 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 income streams even during the earliest stages of exploration. This is accomplished by entering into sales, joint-venture, and/or option contracts with other mining companies, for which the Company generates income 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 $16,595,148 as of June 30, 2014. 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. All significant inter-company accounts and transactions have been eliminated in consolidation

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.

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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 June 30, 2014 and December 31, 2013. 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.

Reclamation Bonds

The Company holds its reclamation bonds on the Ruby Mine in the form of one-year Certificates of Deposit that automatically rollover annually on their anniversary dates. These funds are held in reserve to guarantee the Company's Asset Retirement Obligation.

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 and improvement costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven or probable reserves, the costs incurred to develop and improve such property are capitalized. To date the Company has not established any proven or probable 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.

Deferred Gains

Deposits on pending sales of mineral claims are classified as deferred gains until the transaction has been completed.

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.

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Fair Value of Financial Instruments

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

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

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

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

The Company values its derivative instruments related to embedded conversion features and warrants from the issuance of convertible debentures in accordance with the Level 3 guidelines. For the six month period ended June 30, 2014, the following table reconciles the beginning and ending balances for financial instruments that are recognized at fair value in these consolidated financial statements. The fair value of embedded conversion features that have floating conversion features and tainted common stock equivalents (warrants and convertible debt) are estimated using a Binomial Lattice model. The key inputs to this valuation model as of June 30, 2014, were: Volatility of 158% - 165%, inherent term of instruments equal to the remaining contractual term, quoted closing stock prices on valuation dates, and various settlement scenarios and probability percentages summing to 100%.

	Balance at December 31, 2013		New Issuances		Settlements			Changes in Fair Values			Balance at June 30, 2014
Level 3 –
Derivative liabilities from:
Conversion features – embedded derivative	$	156,761	$	550,343	$	(160,703	)	$	(50,270	)	$	496,131
Conversion features – tainted equity		391,686		229,339		-			(491,658	)		129,367
Warrants – tainted equity		148,201		-		-			(129,536	)		18,665
	$	696,648	$	779,682	$	(160,703	)	$	(671,464	)	$	644,163

Changes in the unobservable input values would likely cause material changes in the fair value of the Company’s Level 3 financial instruments. The significant unobservable input used in the fair value measurement is the estimation for probability percentages assigned to future expected settlement possibilities. A significant increase (decrease) in this distribution of percentages would result in a higher (lower) fair value measurement.

The following table presents assets and liabilities that were measured and recognized at fair value as of December 31, 2013 and the year then ended on a recurring basis:

								Total
								Unrealized
Description	Level 1		Level 2		Level 3			Gain
Available For Sale Securities	$	22,500	$	-		$	-	$	2,500
Totals	$	22,500	$	-		$	-	$	2,500

								Total
								Unrealized
Description	Level 1		Level 2		Level 3			Loss
Derivate Liability – Advances on Gold	$	-	$	22,223		$	-	$	22,223
Totals	$	-	$	22,223		$	-	$	22,223

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The following table presents assets that were measured and recognized at fair value as of June 30, 2014:

								Total
								Unrealized
Description	Level 1		Level 2		Level 3			Loss
Available For Sale Securities	$	10,500	$	-		$	-	$	15,000
Totals	$	10,500	$	-		$	-	$	15,000

								Total
								Unrealized
Description	Level 1		Level 2		Level 3			Loss
Derivate Liability – Advances on Gold	$	-	$	5,556		$	-	$	-
Totals	$	-	$	5,556		$	-	$	-

The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of June 30, 2014 and December 31, 2013:

	Fair Value Measurements at June 30, 2014
	Level 1		Level 2			Level 3
Assets
Cash	$	123,474	$	-		$	-
Certificates of Deposit		173,043
Total assets		296,517		-			-
Liabilities
Advance Gold Sales		-		4,955			-
Convertible notes		-		1,041,361			-
Note payable, Ruby		-		1,726,186			-
Notes payable, equipment		-		32,913			-
Total liabilities		-		2,805,415			-
	$	296,517	$	(2,805,415	)	$	-

	Fair Value Measurements at December 31, 2013
	Level 1		Level 2			Level 3
Assets
Cash	$	133,873	$	-		$	-
Certificates of Deposit		172,880
Total assets		306,753		-			-
Liabilities
Advance Gold Sales		-		195,711			-
Convertible notes		-		836,858			-
Note payable, Ruby		-		1,832,638			-
Notes payable, equipment		-		41,687			-
Total liabilities		-		2,906,894			-
	$	306,753	$	(2,906,894	)	$	-

The fair values of our debts are deemed to approximate book value, and are considered Level 2 inputs as defined by ASC Topic 820-10-35.

There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the six months ended June 30, 2014 or the year ended December 31, 2013.

The Company had no other assets or liabilities valued at fair value on a recurring or non-recurring basis as of June 30, 2014 or the year ended December 31, 2013.

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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 the Company. 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 June 30, 2014 and December 31, 2013, no options or warrants related to compensation have been issued, and none are outstanding.

Beneficial Conversion Feature

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

Deferred Financing Costs

Deferred financing costs include debt issuance costs primarily incurred by the Company as part of Convertible Note transactions. These amounts are capitalized to Deferred Financing Costs and amortized over the term of the note. Amortization is provided on a straight-line basis over the terms of the respective debt instruments to which the costs relate and is included in interest expense. The difference between the straight line and effective interest methods is immaterial due to the short term nature of the convertible notes.

Accounting for Derivative Instruments

All derivatives have been recorded on the balance sheet at fair value based on the lattice model calculation. These derivatives, including embedded derivatives in the Company’s convertible notes which have floating conversion prices based on changes to the quoted price of the Company’s common stock and common stock equivalents tainted as a result of the derivative, are separately valued and accounted for on the Company’s balance sheet. Fair values for exchange traded securities and derivatives are based on quoted market prices. Where market prices are not readily available, fair values are determined using market based pricing models incorporating readily observable market data and requiring judgment and estimates.

Lattice Valuation Model

The Company valued the conversion features in their convertible notes and tainted warrants using a lattice valuation model, with the assistance of a valuation consultant. The lattice model values these instruments based on a probability weighted discounted cash flow model. The Company uses the model to develop a set of potential scenarios. Probabilities of each scenario occurring during the remaining term of the instruments are determined based on conversion prices relative to current stock prices, historic volatility, and estimates on investor behavior. These probabilities are used to create a cash flow projection over the term of the instruments and determine the probability that the projected cash flow will be achieved. A discounted weighted average cash flow for each scenario is then calculated and compared to the discounted cash flow of the instruments without the compound embedded derivative in order to determine a value for the compound embedded derivative.

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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 June 30, 2014 and 2013, there were 70,429,281 and 50,679,673 common stock equivalents outstanding, respectively.

The following is a reconciliation of the computation for basic and diluted EPS for the six months ended June 30, 2014 and 2013, respectively:

	June 30, 2014			June 30, 2013
Net Loss attributable to common shareholders	$	(1,059,995	)	$	(1,375,324	)
Weighted-average common shares Outstanding (Basic)		159,851,777			108,542,908
Weighted-average common stock Equivalents		70,429,281			50,679,673
Deduction of stock Equivalents not included due to net loss		(70,429,281	)		(50,679,673	)
Weighted-average common shares Outstanding (Diluted)		159,851,777			108,542,908
Basic and Diluted Net Gain (Loss) per Share	$	(0.01	)	$	(0.01	)

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

Disclosures about Reclassification Adjustments out of Accumulated Other Comprehensive Income

In July 2013, the FASB issued ASU No. 2013-11 Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit when a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU No. 2013-11”). This pronouncement provides explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This pronouncement is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2013. The provisions of ASU No. 2013-11 did not have a material impact on to the Company’s condensed consolidated financial statements.

In February 2013, the Financial Accounting Standards Board (“FASB”) issued an accounting standards update which added new disclosure requirements for items reclassified out of accumulated other comprehensive income. The update required entities to disclose additional information about reclassification adjustments, including changes in accumulated other comprehensive income balances by component and significant items reclassified out of accumulated other comprehensive income. The update became effective for us in the first quarter of 2013. This update had no material impact on our financial statements.

Testing Indefinite-Lived Intangible Assets for Impairment

In July 2012, the FASB issued an accounting standards update which provided, subject to certain conditions, the option to perform a qualitative, rather than quantitative, assessment to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount. The update became effective for us in the first quarter of 2013. This update had no material impact on our financial statements.

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NOTE 4 AVAILABLE FOR SALE SECURITIES

On October 24, 2012, the Company entered into an agreement on its Willa property with Caribou King Resources Ltd. ("Caribou", or “CKR”), a Canadian issuer listed on the TSX Venture Exchange. Under the terms of Agreement, Caribou may earn up to a 100% interest in the Willa Claims by making aggregate payments to North Bay of USD $232,500 in cash and issuing 1,000,000 shares of Caribou common stock. Of the aggregate payments, $7,500 in cash and 500,000 shares are due upon receipt of regulatory acceptance of the agreement by the TSX Venture Exchange. Subsequent to TSX approval in November, 2012, and pursuant to the agreement, the Company received 500,000 shares of CKR stock. These shares were valued at $25,050 based upon the closing price of CKR stock on the date the shares were issued. As of June 30, 2014 and December 31, 2013, the market value of these shares was $10,500 and $22,500, respectively. We consider the unrealized net loss as temporary due to the short length of time the market price for these securities has been below its value on the acquisition date.

NOTE 5 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.

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. The mortgage is to be paid in full by December 30, 2015 pursuant to amendments to the agreement executed on December 12, 2012, March 28, 2013, and November 19, 2013. The seller has also been granted 10 million 5-year warrants exercisable at 2 cents, 2 million 5-year warrants exercisable at 9 cents, 2 million 5-year warrants exercisable at 10 cents, and 4 million 5-year warrants exercisable at 4 cents. Pursuant to the aforementioned amendment dated November 19, 2013, the term of all of the outstanding warrants issued to the seller has been extended to December 30, 2018.

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, as amended, is due on or before December 30, 2015, and currently accrues interest at 6% per annum. As of June 30, 2014 and December 31, 2013, the outstanding balance due on the note is $1,726,186 and $1,832,638, respectively.

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 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 the close of escrow.

All costs related to the acquisition of the property have been capitalized when incurred. All other costs have been expensed when incurred. 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. The value of the additional warrants was calculated using the Black-Scholes model. On March 6, 2012, the Company issued warrants granting RDC the right to purchase 2 million shares of the Company’s common stock until March 6, 2017 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 fair value of the warrants of $175,047 was expensed related to this issuance. This value was calculated via the Black-Scholes model. Pursuant to the aforementioned amendment dated November 19, 2013, the term of all of the outstanding warrants issued to the seller has been extended to December 30, 2018.

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NOTE 6 PROPERTY, PLANT, EQUIPMENT AND MINERAL CLAIM ASSETS

As of June 30, 2014 and December 31, 2013, components of property, plant, and equipment and mineral assets were as follows:

	June 30,			December 31,
	2014			2013

Buildings	$	558,885		$	558,885
Machinery and equipment		137,820			138,820
Vehicles		281,602			281,602
Total property, plant and equipment		978,307			979,307

Less: accumulated impairment (1)		(124,343	)		(124,343	)
Less: accumulated depreciation(2)		(300,822	)		(246,926	)

Property, plant and equipment, net	$	553,142		$	608,038

	June 30,		December 31,
	2014		2013

Mining claims	$	1,792,660	$	1,792,660
Asset retirement costs		3,120		4,828
Total mineral claim assets		1,795,780		1,797,488
Less: accumulated depletion(2)		-		-

Mining claims, net	$	1,795,780	$	1,797,488

(1) Following the acquisition of the Ruby Mine on July 1, 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.

(2) Depreciation expense totaled $53,896 and $48,120 for the six months ended June 30, 2014 and 2013, respectively. Depletion expense totaled $0 and $0 for the six months ended June 30, 2014 and 2013, respectively.

NOTE 7 DEBT

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, as amended, is due on or before December 30, 2015. Monthly payments are $10,000 per month during Q1, 2012, $15,000 per month during Q2, 2012, and $20,000 per month from July 1, 2013 through December 2015. Pursuant to an amendment executed on March 28, 2013, the interest rate on the note was increased to 6% as of April 1, 2013, and $160,000 was added to the principal. Pursuant to an amendment executed on November 19, 2013, mortgage payments through December 2015 are set at $20,000 due on the 1st day of each month, and an additional $40,000 due by the 20th day of each month, for aggregate monthly payments of $60,000 per month. As of June 30, 2014, the outstanding balance due on the note is $1,726,186.

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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, as amended, has a maturity date of twenty four (24) 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 grant date no beneficial conversion feature resulted from this issuance. The Note 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 years ended December 31, 2013 and 2012, $0 and $20,568 of the discount was amortized, respectively, and the discount has been fully amortized as of December 31, 2013. As of December 31, 2013, the outstanding balance due on the Note is $29,970, which includes $4,970 in accrued interest. Repayment of this note has been waived by the lender until November 15, 2014. As of June 30, 2014, the outstanding balance due on the Note is $31,208, which includes $6,208 in accrued interest.

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. Each Note, as amended, has a term of twenty four (24) 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. The discount was fully amortized as of December 31, 2012. As of December 31, 2013, the outstanding balance due on the Note is $118,932, which includes $18,932 in accrued interest. Repayment of this note has been waived by the lender until November 15, 2014. As of June 30, 2014, the outstanding balance due on the Note is $123,882, which includes $23,882 in accrued interest.

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. Each Note, as amended, has a term of twenty four (24) 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. The discount was fully amortized as of June 30, 2014. Amortization expense during the three months ended June 30, 2014 was $1,893. Repayment of this note has been waived by the lender until November 15, 2014. As of June 30, 2014, the outstanding balance due on the Note is $92,057, which includes $17,057 in accrued interest.

On May 16, 2012, 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. The Note, as amended, has a term of twenty four (24) months, 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 $0.06 per share. As further consideration, Tangiers shall be entitled to 150,000 5-year warrants exercisable at $0.07. The Note further specifies 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 $16,241 on the note, and $9,393 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. The discount was fully amortized as of December 31, 2013. Repayment of this note has been waived by the lender until November 15, 2014. As of June 30, 2014, the outstanding balance due on the Note is $60,531, which includes $10,531 in accrued interest.

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On May 30, 2012, the Company entered into a Convertible Promissory Note Agreement ("the Note") with Tangiers Investors LP, ("Tangiers") pursuant to which the Company received $25,000 as a loan from Tangiers. The Note, as amended, has a term of twenty four (24) months, 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 $0.06 per share. As further consideration, Tangiers shall be entitled to 150,000 5-year warrants exercisable at $0.06. The Note further specifies 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 $10,988 on the note, and $9,380 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. The discount was fully amortized as of December 31, 2013. Repayment of this note has been waived by the lender until November 15, 2014. As of June 30, 2014, the outstanding balance due on the Note is $30,170, which includes $5,170 in accrued interest.

On June 19, 2012, the Company entered into a Convertible Promissory Note Agreement ("the Note") with Tangiers Investors LP, ("Tangiers") pursuant to which the Company received $100,000 as a loan from Tangiers. The Note, as amended, has a term of twenty four (24) months, accrues interest at a rate equal to 7% 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 2 cents. As further consideration, Tangiers shall be entitled to 750,000 5-year warrants exercisable at $0.07, and 750,000 5-year warrants exercisable at $0.14. The Note further specifies 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 $58,048 on the note, and $41,952 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 expense during the three months ended June 30, 2014 was $9,194. Repayment of this note has been waived by the lender until November 15, 2014. As of June 30, 2014, the outstanding balance due on the Note is $114,211, which includes $14,211 in accrued interest.

On July 11, 2012, the Company issued a $550,000 Promissory Note ("the Note") to JMJ Financial, ("JMJ", or “the Lender”). The Principal Sum due to the Lender shall be prorated based on the consideration actually paid by the Lender, plus an approximate 10% Original Issue Discount ("OID") that is prorated based on the consideration actually paid by the Lender as well as any other interest or fees, such that the Company is only required to repay the amount funded and the Company is not required to repay any unfunded portion of the Note. The Note has a maturity date of twelve (12) months from the Effective Date. If the Note is repaid within ninety (90) days of the Effective Date, the interest rate shall be zero percent (0%). Should the Note still be outstanding after 90 days, a one-time 5% interest rate will be applied. In addition, the Lender has the right, at any time 90 days after the Effective Date, at its election, to convert all or part of the outstanding and unpaid Principal Sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of common stock of the Company. The Conversion Price is the lesser of $0.10 or 70% of the average of the two lowest closing prices in the 25 trading days previous to the conversion. The consideration received as of December 31, 2012 is $115,000. Due to the floating conversion price this note had an embedded derivative. The debt discount resulting from the derivative was valued on the date of grant to be $111,517 on the note. This value was recorded as a discount on debt and offset to derivative liability. In addition there was a $11,500 discount as a result of the principal owed ($126,500) exceeding the cash received ($115,000). This resulted in a total discount of $123,017. Amortization of the discount was $58,307 and $64,710 for the twelve months ended December 31, 2012 and 2013, respectively. During the twelve month period ended December 31, 2013 an additional $235,000 was drawn down from this facility, plus $27,550 in OID. The debt discounts resulting from the derivatives on each draw date was valued on the date of grants to be a cumulative value of $228,713 on the notes as of December 31, 2013. Amortization of the discount was $169,424 as of December 31, 2013. Amortization expense during the six months ended June 30, 2014 was $26,655. During the twelve month period ended December 31, 2013, stock conversions reduced the outstanding balance of principal and accrued interest due by $283,920, and the Company issued an aggregate of 11,229,544 common shares with the conversions, which was consistent with the note agreement, and therefore no gain or loss was recognized on the conversions. During the six month period ended June 30, 2014, an additional $90,000 was drawn down from this facility, plus $9,000 in OID. and a discount of $95,200 was recorded. Amortization for the six month period ended June 30, 2014 was $49,068. During the six month period ended June 30, 2014, stock conversions reduced the outstanding balance of principal and accrued interest due by $97,055, and the Company issued an aggregate of 8,009,496 common shares for the conversions, which was consistent with the note agreement, and therefore no gain or loss was recognized on the conversions. As of June 30, 2014, the outstanding balance due on the Note is $131,489, which includes $4,520 in accrued interest.

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On October 2, 2012, the Company issued a $750,000 Promissory Note ("the Note") to Tangiers Investors, LP ("Tangiers", or “the Lender”). The consideration will be received by the Company in tranches of $50,000 no less than bi-weekly, by mutual consent. The Principal Sum due to the Lender shall be prorated based on the consideration actually paid by the Lender plus any accrued interest, such that the Company is only required to repay the amount funded and the Company is not required to repay any unfunded portion of the Note. The Note has a maturity date of twenty four (24) months from the Effective Date of each tranche. The Note shall accrue interest at a rate of 7% per annum on each $50,000 tranche independently from other tranches. Unless repaid in cash, the Lender shall have the right to convert all or part of the outstanding and unpaid Principal Sum and accrued interest into shares of fully paid and non-assessable shares of common stock at a fixed price of $0.02 per share In addition, upon conversion, 125,000 5-year warrants for each $50,000 in Consideration received shall be issued, at an exercise price of 125% of the Conversion Price of each tranche, as applicable. There is no penalty for prepayment, with prepayment subject to the consent of the Lender. As of June 30, 2014, the Company has drawn $421,098 from this facility. As of December 31, 2013, the outstanding balance due on this Note is $419,674 which includes $23,577 in accrued interest. Amortization for the six month period ended June 30, 2014 was $7,389. As of June 30, 2014, the outstanding balance due on the Note is $457,283, which includes $32,250 in accrued interest.

On September 26, 2013, the Company acquired a Case 580SM Backhoe for the purchase price of $56,071. This purchase was financed as a 36 month note with CNH Capital America LLC at an interest rate of 8.49%. A $10,000 initial payment was made on October 1, 2013, with 36 payments scheduled at $1,462 per month. As of December 31, 2013, the principal balance due on this note was $41,687 plus $1,114 in accrued interest. As of June 30, 2014, the principal balance due on this note was $32,913 plus $3,073 in accrued interest.

On October 1, 2013, the Company issued a $280,000 Secured Convertible Promissory Note ("the Typenex Note", or the “Note”) to Typenex Co-Investment, LLC ("Typenex"). The Note carries a $25,000 original issue discount (the “OID”), as well as $5,000 in transaction fees. The interest rate on the Note is 10% per annum. The Note has a maturity date of thirteen (13) months from the Effective Date, and has a fixed conversion price of $0.08 if converted by the holder. The Note is self-amortizing, such that it may be repaid in cash in eight (8) monthly installments of $35,000 plus accrued interest beginning 180 days from the Effective Date. In lieu of cash payments, the Company may elect to convert the note to shares at 70% of the arithmetic average of the two (2) lowest VWAPs of the shares of Common Stock during the twenty (20) consecutive Trading Day period immediately preceding the date of such conversion. No conversion can occur prior to 180 days from the Effective Date. In addition, the Company retains the option of pre-paying the Note at any time at an amount equal to 125% of the outstanding principal and the accrued and unpaid interest. The initial tranche received from this transaction was $125,000. The debt discount due to the tainted equity valuation and “OID” was $125,000 and $30,000, respectively. The second tranche of $125,000 was received on January 31, 2014, and as of June 30, 2014 a debt discount of $227,958 was recorded. Amortization on the debt discount was $85,929 during the six month period ended June 30, 2014. As of June 30, 2014, the principal balance due on this note was $182,672, which includes $16,751 in accrued interest.

On October 7, 2013, the Company issued a $56,500 Promissory Note ("the LG Note", or the "Note") to LG Capital Funding LLC ("LG", or “the Lender”). The Principal Sum due to the Lender includes a 10% Original Issue Discount ("OID") plus $1,500 in transaction fees payable to the Lender. The Note has a maturity date of nine (9) months from the Effective Date. If the Note is repaid within ninety (90) days of the Effective Date, the interest rate shall be zero percent (0%). Should the Note still be outstanding after 90 days, a one-time 5% interest rate will be applied. Unless the Note is prepaid in cash, the Lender has the right at its election to convert all or part of the outstanding and unpaid Principal Sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of common stock of the Registrant. The Conversion Price is the lesser of $0.10 or 70% of the average of the two lowest closing prices in the 25 trading days previous to the conversion. The consideration received as of December 31, 2013 is $50,000. Due to the floating conversion price this note had an embedded derivative. The debt discount resulting from the derivative was valued on the date of grant to be $55,758 on the note. This value was recorded as a discount on debt and offset to derivative liability. In addition there was a $6,500 discount as a result of the principal owed ($56,500) exceeding the cash received ($50,000). This resulted in a total discount limited to the Note principal of $56,500. As of December 31, 2013, the outstanding balance due on this Note is $56,500. On April 8, 2014, the outstanding balance due on this note of $56,500 in principal plus $2,285 in accrued interest was fully converted to 4,154,411 shares of common stock, and the Note has paid in full and retired.

On January 31, 2014, the Company issued two $50,000 Convertible Redeemable Notes ("the Note", or collectively “the Notes”) to GEL Properties, LLC ("GEL", or “the Lender”). Each Note carries a 10% original issue discount (the “OID”), such that the outstanding balance upon the issuance of each Note is $55,000. Each Note has a maturity date of twelve (12) months from the Effective Date, and accrues interest at 5% per annum. The Notes may be converted to shares of Common Stock of the Company at a conversion price of 70% of the arithmetic average of the two (2) lowest VWAPs (volume weighted average price) of the shares of Common Stock during the twenty-five (25) consecutive Trading Day period immediately preceding the date of such conversion. No conversion can occur prior to 180 days from the Effective Date. As of June 30, 2014, only one of these notes has been funded, such that the initial tranche received from this transaction was $50,000, less $2,500 in legal fees, and a commission paid to Carter Terry & Company, a registered broker-dealer, consisting of $4,000 in cash. Due to the floating conversion price this note had an embedded derivative. The debt discount resulting from the derivative was valued on the date of grant to be $52,129 on the note. This value was recorded as a discount on debt and offset to derivative liability. Amortization of the discount was $22,139 for the six month period ended June 30, 2014. As of June 30, 2014, the principal balance due on this note was $56,130, which includes $1,130 in accrued interest.

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On February 3, 2014, the Company issued two $30,000 Convertible Redeemable Notes ("the LG Note", or collectively “the Notes”) to LG Capital Funding, LLC ("LG", or “the Lender”). Each LG Note carries a 10% original issue discount (the “OID”), such that the outstanding balance upon the issuance of each LG Note is $33,000. Each LG Note has a maturity date of nine (9) months from the Effective Date, and accrues interest at 5% per annum. The Notes may be converted to shares of Common Stock of the Company at a conversion price of 70% of the arithmetic average of the two (2) lowest VWAPs (volume weighted average price) of the shares of Common Stock during the twenty-five (25) consecutive Trading Day period immediately preceding the date of such conversion. No conversion can occur prior to 180 days from the Effective Date. As of June 30, 2014, only one of these notes has been funded, such that the initial tranche received from this transaction was $30,000, less $1,500 in legal fees, and a commission paid to Carter Terry & Company, a registered broker-dealer, consisting of $2,400 in cash. The debt discount resulting from the derivative was valued on the date of grant to be $32,280 on the note. This value was recorded as a discount on debt and offset to derivative liability. Amortization of the discount was $16,999 for the six month period ended June 30, 2014. As of June 30, 2014, the principal balance due on this note was $33,665, which includes $665 in accrued interest.

On March 13, 2014, the Company issued a $35,000 Convertible Redeemable Note (the “Note”) to LG Capital Funding LLC ("LG", or “the Lender”). The Principal Sum due to the Lender includes a 10% Original Issue Discount ("OID") plus $1,750 in transaction fees. The Note has a maturity date of nine (9) months from the Effective Date, and accrues interest at 5% per annum. Unless the Note prepaid in cash, the Lender has the right at its election to convert all or part of the outstanding and unpaid Principal Sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of common stock of the Company. The Note may be converted to shares of Common Stock of the Registrant at a conversion price of 70% of the arithmetic average of the two (2) lowest VWAPs (volume weighted average price) of the shares of Common Stock during the twenty-five (25) consecutive Trading Day period immediately preceding the date of such conversion. No conversion can occur prior to 180 days from the Effective Date. In connection with this transaction, a commission has been paid to Carter Terry & Company, a registered broker-dealer, consisting of $2,800 in cash. The debt discount resulting from the derivative was valued on the date of grant to be $31,453 on the note. This value was recorded as a discount on debt and offset to derivative liability. Amortization of the discount was $27,103 for the six month period ended June 30, 2014. As of June 30, 2014, the principal balance due on this note was $39,070, which includes $570 in accrued interest.

On March 13, 2014, the Company issued a $30,000 Convertible Redeemable Note (the “Note”) to Union Capital LLC ("Union", or “the Lender”). The Principal Sum due to the Lender includes a 10% Original Issue Discount ("OID") plus $1,500 in transaction fees. The Note has a maturity date of twelve (12) months from the Effective Date, and accrues interest at 5% per annum. Unless the Note prepaid in cash, the Lender has the right at its election to convert all or part of the outstanding and unpaid Principal Sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of common stock of the Company. The Note may be converted to shares of Common Stock of the Registrant at a conversion price of 70% of the arithmetic average of the two (2) lowest VWAPs (volume weighted average price) of the shares of Common Stock during the twenty-five (25) consecutive Trading Day period immediately preceding the date of such conversion. No conversion can occur prior to 180 days from the Effective Date. In connection with this transaction, a commission has been paid to Carter Terry & Company, a registered broker-dealer, consisting of $2,400 in cash. The debt discount resulting from the derivative was valued on the date of grant to be $29,074 on the note. This value was recorded as a discount on debt and offset to derivative liability. Amortization of the discount was $9,490 for the six month period ended June 30, 2014. As of June 30, 2014, the principal balance due on this note was $33,488, which includes $488 in accrued interest.

On March 27, 2014, the Company issued a $50,000 Convertible Promissory Note (the “Note”) to Beaufort Capital Partners LLC ("Beaufort", or “the Lender”). The Principal Sum due to the Lender includes a 10% Original Issue Discount ("OID"). The Note has a maturity date of six (6) months from the Effective Date, and accrues interest at 5% per annum. Unless the Note prepaid in cash, the Lender has the right at its election to convert all or part of the outstanding and unpaid Principal Sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of common stock of the Company. The Note may be converted to shares of Common Stock of the Registrant at a conversion price of 70% of the arithmetic average of the two (2) lowest VWAPs (volume weighted average price) of the shares of Common Stock during the twenty-five (25) consecutive Trading Day period immediately preceding the date of such conversion. No conversion can occur prior to 180 days from the Effective Date. In connection with this transaction, a commission has been paid to Carter Terry & Company, a registered broker-dealer, consisting of $4,000 in cash. The debt discount resulting from the derivative was valued on the date of grant to be $52,808 on the note. This value was recorded as a discount on debt and offset to derivative liability. In addition there was a $5,000 discount as a result of the principal owed ($55,000) exceeding the cash received ($50,000). This resulted in a total discount limited to the Note principal of $54,421 including amortization of $14,291 as of June 30, 2014. As of June 30, 2014, the principal balance due on this note was $55,000, which includes $0 in accrued interest.

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On April 10, 2014, the Company issued a $44,000 Convertible Promissory Note (the “Note”) to Caesar Capital Group, LLC ("Caesar", or “the Lender”). The Principal Sum due to the Lender includes a 10% Original Issue Discount ("OID"). The Note has a maturity date of twelve (12) months from the Effective Date, and accrues interest at 8% per annum. Unless the Note is prepaid in cash, the Lender has the right at its election upon maturity of the Note to convert all or part of the outstanding and unpaid Principal Sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of common stock of the Registrant. The Note may be converted to shares of Common Stock of the Registrant at a conversion price of 70% of the lowest VWAP (volume weighted average price) of the shares of Common Stock during the five (5) consecutive Trading Day period immediately preceding the date of such conversion. In connection with this transaction, a commission has been paid to Meyers and Associates, a registered broker-dealer, consisting of $4,000 in cash. The debt discount resulting from the derivative was valued on the date of grant to be $39,830 on the note. This value was recorded as a discount on debt and offset to derivative liability. In addition there was a $4,000 discount as a result of the principal owed ($44,000) exceeding the cash received ($40,000). This resulted in a total discount to the Note principal of $43,830 including amortization of $9,633 as of June 30, 2014. As of June 30, 2014, the principal balance due on this note was $44,772, which includes $772 in accrued interest.

On April 21, 2014, the Company issued a $55,000 Convertible Promissory Note (the “Note”) to WHC Capital, LLC ("WHC", or “the Lender”). The Principal Sum due to the Lender includes a 10% Original Issue Discount ("OID"). The Note has a maturity date of twelve (12) months from the Effective Date, and accrues interest at 8% per annum. Unless the Note prepaid in cash, the Lender has the right at its election to convert all or part of the outstanding and unpaid Principal Sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of common stock of the Company. The Note may be converted to shares of Common Stock of the Registrant at a conversion price of 70% of the arithmetic average of the two (2) lowest VWAPs (volume weighted average price) of the shares of Common Stock during the twenty-five (25) consecutive Trading Day period immediately preceding the date of such conversion. No conversion can occur prior to 180 days from the Effective Date. In connection with this transaction, a commission has been paid to Carter Terry & Company, a registered broker-dealer, consisting of $4,000 in cash. The debt discount resulting from the derivative was valued on the date of grant to be $48,112 on the note. This value was recorded as a discount on debt and offset to derivative liability. In addition there was a $5,000 discount as a result of the principal owed ($55,000) exceeding the cash received ($50,000). This resulted in a total discount to the Note principal of $48,112 including amortization of $10,024 as of June 30, 2014. As of June 30, 2014, the principal balance due on this note was $55,928, which includes $928 in accrued interest.

On May 8, 2014, the Company issued a $280,000 Secured Convertible Promissory Note ("the Typenex Note", or the “Note”) to Typenex Co-Investment, LLC ("Typenex"). The Note carries a $25,000 original issue discount (the “OID”), as well as $5,000 in transaction fees. The interest rate on the Note is 10% per annum. The Note has a maturity date of thirteen (13) months from the Effective Date. The Note is self-amortizing, such that it may be repaid in cash in eight (8) monthly installments of $35,000 plus accrued interest. In lieu of cash payments, the Company may elect to convert the note to shares at 70% of the arithmetic average of the two (2) lowest VWAPs of the shares of Common Stock during the twenty (20) consecutive Trading Day period immediately preceding the date of such conversion. In addition, the Company retains the option of pre-paying the Note at any time at an amount equal to 125% of the outstanding principal and the accrued and unpaid interest. The initial tranche received from this transaction was $50,000. A second tranche of $50,000 was received on June 9, 2014. In connection with this transaction, a commission has been paid to Carter Terry & Company, a registered broker-dealer, consisting of $8,000 in cash. The debt discount resulting from the derivative was valued on the date of grant to be $60,147 on the first tranche, and $52,713 for the second tranche. This value was recorded as a discount on debt and offset to derivative liability. In addition there was a $10,000 discount as a result of the principal owed ($110,000) exceeding the cash received ($100,000). This resulted in a total discount limited to the Note principal of $110,000 including amortization of $10,803 as of June 30, 2014. As of June 30, 2014, the principal balance due on this note was $111,171, which includes $1,171 in accrued interest.

On May 9, 2014, the Company issued $34,000 Convertible Redeemable Notes ("the LG Note", or collectively “the Notes”) to LG Capital Funding, LLC ("LG", or “the Lender”). The LG Note carries a 10% original issue discount (the “OID”), such that the outstanding balance upon issuance is $37,400. The LG Note has a maturity date of twelve (12) months from the Effective Date, and accrues interest at 5% per annum. The Notes may be converted to shares of Common Stock of the Registrant at a conversion price of 70% of the arithmetic average of the two (2) lowest VWAPs (volume weighted average price) of the shares of Common Stock during the twenty-five (25) consecutive Trading Day period immediately preceding the date of such conversion. No conversion can occur prior to 180 days from the Effective Date. The initial tranche received from this transaction was $34,000, less $2,000 in legal fees, and a commission paid to Carter Terry & Company, a registered broker-dealer, consisting of $2,270 in cash. The debt discount resulting from the derivative was valued on the date of grant to be $32,024 on the note. This value was recorded as a discount on debt and offset to derivative liability. In addition there was a $3,400 discount as a result of the principal owed ($37,400) exceeding the cash received ($34,000). This resulted in a total discount limited to the Note principal of $35,424 including amortization of $5,047 as of June 30, 2014. As of June 30, 2014, the principal balance due was $37,666, which includes $266 in accrued interest.

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The following table summarizes all of the Convertible Notes outstanding as of June 30, 2014 and December 31, 2013:

	June 30, 2014			December 31, 2013
Mortgage payable – Ruby Mine	$	1,726,186		$	1,832,638
Secured note payable with annual interest rate of 8%		32,913			41,687
Discount on note payable		-			-
Net note payable		1,759,099			1,874,325
Convertible notes:
Secured convertible notes payable with annual interest rate of 10%		296,476			155,000
Unsecured convertible notes payable with annual interest rate of 9.9%		275,000			275,000
Unsecured convertible notes payable with annual interest rate of 8%		99,000			-
Unsecured convertible notes payable with annual interest rate of 7%		510,354			496,097
Unsecured convertible notes payable with annual interest rate of 5%		377,700			175,050
Discount on debt from derivative valuation		(517,169	)		(264,389	)
Total convertible notes		1,041,361			836,858
Total Debt	$	2,800,460		$	2,711,183

NOTE 8 DEFERRED FINANCING COSTS

Deferred financing costs include debt issuance costs primarily incurred by the Company as part of Convertible Note transactions. Deferred financing costs as of June 30, 2014 was $54,777. Amortization was $41,159 and $6,150 for the six month periods ended June 30, 2014 and 2013, respectively.

These costs include commissions paid to Carter Terry & Company, a registered broker-dealer, consisting of $55,620 in cash. These amounts were capitalized to Deferred Financing Costs and amortized over the term of the note. Amortization is provided on a straight-line basis over the terms of the respective debt instruments to which the costs relate and is included in interest expense. The difference between the straight line and effective interest methods is immaterial due to the short term nature of the convertible notes.

During the six month period ending June 30, 2014, 368,217 restricted shares of common stock of the Company valued at $10,310 were issued to Carter Terry & Company as part of their commission package. As of June 30, 2014, $7,040 in stock payable related to deferred financing costs remains due.

NOTE 9 DERIVATIVE LIABILITIES

On July 11, 2012, the Company borrowed $100,000 requiring principal repayment of $110,000 convertible at the lesser of $0.10 or the average of the two lowest closing prices in the 25 trading days prior to conversion. This note payable contained an embedded derivative liability due to the conversion feature not being considered fixed or determinable. The related derivative liability was valued at issuance and the fair value of $98,366 was recorded as a derivative liability and debit to debt discount.

In addition to this convertible note all other debt and equity instruments (except for preferred stock) convertible to common stock at the discretion of the holder were considered as a part of the derivative liability due to the tainted equity environment. As of July 11, 2012, these tainted instruments consisted of convertible debt outstanding of $375,000 and 20,050,000 warrants. These instruments were valued when they became tainted on July 11, 2012. The fair value of the conversion features on the convertible debt of $83,358 was added to the derivative liability and recorded as a part of the loss on the derivative for the period. The fair value of the warrants was also added to the derivative liability and recorded as a loss on the derivative liability.

During the year ended December 31, 2013, the Company issued additional convertible notes totaling $692,797, which were considered tainted upon issuance. The related derivative liability and debt discount recorded was valued at inception and equal to $585,210. In addition, the Company retired $253,336 in debt and accrued interest through cash payments and stock conversions, which resulted in a settlement of derivative liabilities to additional paid in capital of $386,536. All instruments with embedded derivative liabilities or included in the derivative liability due to the tainted equity environment were re-valued at December 31, 2013, with all changes flowing through the gain/loss on derivative for a total gain on derivative of $151,533 for the year ended December 31, 2013. The derivative liability related to convertible debt was valued at $548,447, and the derivative liability related to warrants was $148,201 as of December 31, 2013. This includes 4 million new warrants granted in FY 2013 that were valued and included in the derivative.

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During the six months ended June 30, 2014, the Company issued additional convertible notes totaling $792,600, which were considered tainted upon issuance. The related derivative liability was valued at inception and equal to $779,682 from a $118,886 loss and a $660,796 discount. In addition, the Company retired $347,259 in stock conversions, which resulted in a settlement of derivative liabilities to additional paid in capital of $160,703. All instruments with embedded derivative liabilities or included in the derivative liability due to the tainted equity environment were re-valued at June 30, 2014, with all changes flowing through the gain/loss on derivative for a total gain on derivative of $671,464 for the six months ended June 30, 2014. The derivative liability related to convertible debt was valued at $625,498, and the derivative liability related to warrants was $18,665 as of June 30, 2014.

The following shows the changes in the derivative liability measured on a recurring basis for the six months ended June 30, 2014, and for the year ended December 31, 2013.

Derivative Liability at December 31, 2013	$	696,648
Gain on Derivative Liability		(671,464	)
Settlement to APIC from Conversion		(160,703	)
Additions to Liability for Convertible Debt recorded as debt discount		660,796
Additions to Liability for Convertible Debt expensed due to value of derivative exceeding debt		118,886
Derivative Liability at June 30, 2014	$	644,163

The following tabular presentation reflects the components of derivative financial instruments on the Company’s balance sheet at June 30, 2014 and December 31, 2013:

Derivative Liabilities:	June 30, 2014		December 31, 2013
Embedded derivative liability in convertible debt	$	496,131	$	156,761
Derivative liability due to tainted equity – convertible debt		129,367		391,686
Derivative liability due to tainted equity – warrants		18,665		148,201
Total Derivative Liability	$	644,163	$	696,648

NOTE 10 COMMITMENTS AND CONTINGENCIES

During the second quarter of fiscal 2013, the Company discovered it had offered and sold certain shares of common stock without registration under the Securities Act of 1933 (the “Securities Act”), as amended, during the period from October 24, 2011 through April 25, 2013. Pursuant to Section 10(a)(3) of the Securities Act, by the time our prospectus had been in use for 9 months from the effective date of January 24, 2011, the balance sheet date of the audited financial statement contained in our prospectus was more than 16 months old, and had not been refreshed to present our current financial statements within said prospectus. This inadvertent technical failure to update our prospectus according to Section 10(a)(3) of the Securities Act may have caused our prospectus to no longer be effective as of October 24, 2011. As a result, purchasers of these securities may have the right to rescind their purchases for an amount equal to the purchase price paid for the securities, plus interest from the date of purchase, limited to the unregistered shares purchased from the original seller and still held by the original purchaser. The federal Securities Act requires that any claim for rescission be brought within one year of reporting the violation. The time periods within which claims for rescission must be brought under state securities laws vary and may be two years or more from the transaction date. As of the date of this report, approximately 10 million shares of our outstanding common stock are subject to possible rescission. The maximum potential liability as of June 30, 2014 and December 31, 2013 was $697,046 and $667,758, respectively. These amounts include interest at 10% per annum from the date of the respective purchases. Due to the shares being redeemable by the holder since their inception, the shares are required to be classified outside of permanent equity on the balance sheet. Since redemption is uncertain and outside of the Company’s control the shares are classified within the mezzanine section of the balance sheet at their respective redemption values. Any differences between the cash received and the redemption value was recorded to additional paid in capital. Interest of 10% is being accrued on the values and is recorded through additional paid in capital consistent with the appropriate accounting guidance covering the accounting treatment of mezzanine instruments.

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The following shows the changes in the redeemable common stock from October 24, 2011 through June 30, 2014.

Cash received for 880,982 shares issued after October 24, 2011	$	89,000
Mark redeemable common stock down to the redeemable amount		(974	)
Interest on redeemable common stock		247
Redeemable common stock value at December 31, 2011	$	88,273
Cash and note relief received for 3,636,619 shares issued		227,000
Mark redeemable common stock up to the redeemable amount		29,516
Interest on redeemable common stock		22,701
Redeemable common stock value at December 31, 2012	$	367,490
Cash received for 5,699,885 shares issued		197,000
Mark redeemable common stock up to the redeemable amount		52,346
Interest on redeemable common stock		50,922
Redeemable common stock value at December 31, 2013	$	667,758
Interest on redeemable common stock		29,288
Redeemable common stock value at June 30, 2014	$	697,046

As of June 30, 2014 and December 31, 2013, 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 14 - 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.

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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. As of the date of this report, the EB-5 funding is still pending and is considered unlikely to be completed.

NOTE 11 STOCK SPLITS

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

NOTE 12 DEFERRED COMPENSATION/NQDC

The Company has adopted an unfunded Non-Qualified Deferred Compensation (NQDC) plan to compensate our Chief Executive Officer. Under this plan, the Company is not required to reserve funds for compensation, and is only obligated to pay compensation when and if funds are available. Any amounts due but unpaid automatically accrue to deferred compensation. The plan has the option to be renewed annually at the discretion of the Company. While unfunded and non-recourse, for compliance with GAAP this is disclosed as an accrued expense on the balance sheet. On April 28, 2011, the Company issued two million (2,000,000) shares of common stock to our Chief Executive Officer to reduce the aggregate amount of deferred compensation owed to him by $180,000. The shares were valued at the closing market price of our common stock on the date of issuance. On December 9, 2013, the Company issued five million (5,000,000) shares of common stock to our Chief Executive Officer to reduce the aggregate amount of deferred compensation owed to him by $180,000. The shares were valued at the closing market price of our common stock on the date of issuance, which was equal to the deferred compensation relieved. As of June 30, 2014 and December 31, 2013, the outstanding balance of the NQDC plan is $832,474 and $820,474, respectively.

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

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

NOTE 13 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 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.

The following table illustrates the inputs used to calculate the current Asset Retirement Obligation as of June 30, 2014 and December 31, 2013.

Cost estimate for reclamation work at today's cost	$	173,141
Estimated life of mine (years)		50
Risk adjusted rate (borrowing rate)		9.9	%
Estimated inflation rate		2.2	%

	Asset Retirement Obligation
Asset retirement obligation at 12/31/13	$	6,158
Adjustment		(1,708	)
Accretion Expense		266
Asset retirement obligation at 6/30/14	$	4,716

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NOTE 14 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. During the year ended December 31, 2013, $100,000 of the amount due was paid in cash, and $116,000 accrued to deferred compensation. On December 9, 2013, the Company issued five million (5,000,000) shares of common stock to our Chief Executive Officer to reduce the aggregate amount of deferred compensation owed to him by $180,000. The shares were valued at the closing market price of our common stock on the date of issuance.

During the twelve month period ended December 31, 2012, all 100,000 outstanding shares of the Series G Convertible Preferred that were previously issued to Mr. Leopold in August 2009 were cancelled at the request of and consent of Mr. Leopold, the sole shareholder of the class. Subsequent to the cancellation of said shares, a Certificate of Elimination of the Series G Convertible Preferred Stock was filed with the Secretary of State of the State of Delaware to eliminate entirely the Series G Convertible Preferred stock designation from our Articles of Incorporation.

During the twelve month period ended December 31, 2013, director Fred Michini was paid $10,000 in director fees, which was paid as 277,778 shares of stock valued at the closing market price of our common stock on the date of issuance.

NOTE 15 ADVANCE GOLD SALES

On June 4, 2013, the Company executed a Memorandum of Understanding (the “Agreement”) with a private US investor (the “Investor”) for an advance sale of up to 120 ounces of specimen gold from the Ruby Mine in Sierra County, California. The price paid in advance by the Investor shall be at a ten percent (10%) discount to the then-current spot price of gold (the “Purchase Price”) on the day the gold is produced and made available for shipment (the “Delivery Date”). The Investor will acquire the right to purchase the gold at their discretion. Upon signing the Agreement, the Company received an initial cash advance of $150,000 (the “Advance”), which is based on a 10% discount to the current spot price of gold, for delivery of the first 120 ounces of specimen gold produced from the Ruby Mine on or before February 1, 2014 (the “Due Date”). The Advance paid will be applied to the amount due to the Company on the Delivery Date, as determined by the then-current spot price of gold on the Delivery Date. In the event that 120 ounces of specimen gold is not available for delivery by the Due Date, the Investor will be entitled to be repaid the Advance in cash plus 10% interest equal to $165,000 total, with an option to still purchase the same amount of gold at a discount of 10% to the then-current spot price of gold when the specimen gold becomes available for delivery at a later date. A $165,000 cash payment was made on the due date, February 1, 2014, and the Advance has been repaid. The payment offset $15,000 of the derivative liability, and the remaining derivative liability of $1,667 was settled to additional paid-in capital with payment. As per the Agreement, the investor retains the right to purchase 120 ounces of gold at a future date at a 10% discount to the then-current spot price of gold.

On August 2, 2013, the Company sold an additional 40 ounces of gold under the same terms for $50,000. In the event that the 40 ounces of specimen gold is not available for delivery by the Due Date on April 2, 2014, the Investor will be entitled to be repaid the Advance in cash plus 10% interest equal to $55,000 total, with an option to still purchase the same amount of gold at a discount of 10% to the then-current spot price of gold when the specimen gold becomes available for delivery at a later date. As of June 30, 2014, the Company has repaid $45,000 of the cash advance plus interest. As of the date of this report, the Company has repaid the cash advance plus interest in its entirety.

The related obligations have been recorded for the full $200,000 received and an additional $22,223 recorded as a derivative liability represents the additional amount owed related to the 10% discount on the gold price. This discount of $22,223 is being amortized straight line over the term of the agreement resulting in amortization of $4,289 for the six months ended June 30, 2014.

NOTE 16 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.

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

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

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 grant.

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

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

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

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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 grant.

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. The Company issued 880,982 shares after October 24, 2011. As noted within footnote 10, the shares issued after this date were considered unregistered and re-classified to temporary equity based on the potential cash redemption to the investor.

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.

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 grant.

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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 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 2012, the Company cancelled all outstanding shares of the Series G Convertible Preferred Stock and filed a Certificate of Elimination of the Series G Convertible Preferred Stock with the Secretary of State of the State of Delaware to eliminate entirely the Series G Convertible Preferred stock designation from our Certificate of Incorporation. The cancellation was initiated at the request of the sole shareholder of the Series G Preferred, and $100 was recorded to additional paid in capital.

During 2012, the Company issued a $100,000 Convertible Promissory Note ("the Note") to Tonaquint, Inc, ("Tonaquint", or “the Lender”). The Note carries a $10,000 original issue discount (the “OID”), as well as $3,000 in transaction fees, such that the initial Principal Sum due is $113,000. The interest rate on the Note is 8% per annum. The Note has a maturity date of nine (9) months from the Effective Date, and has a fixed conversion price of $0.06. The Note is self-amortizing, such that it may be repaid in cash in three monthly installments of $37,666.67 plus accrued interest beginning 180 days from the Effective Date. In lieu of cash payments, the Company may elect to convert the note to shares at 70% of the arithmetic average of the three (3) lowest VWAPs of the shares of Common Stock during the ten (10) consecutive Trading Day period immediately preceding the date of such conversion. No conversion can occur prior to 180 days from the Effective Date. In addition, the Company retains the option of pre-paying the Note at any time at an amount equal to 125% of the outstanding principal and the accrued and unpaid interest.

During 2012, and in connection with the above mentioned Tonaquint transaction, a commission has been paid to Carter Terry & Company, a registered broker-dealer, consisting of $10,000 in cash and 85,000 restricted Rule 144 shares of common stock. The shares were valued at $5,610 based on the closing market price on the date of grant. This value is being amortized over the term of the related note agreement.

During 2012, the Company issued 3,636,619 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 cash received of $227,000. Related to the consideration received, $201,464 was received in cash, and the remaining $25,536 was applied as principal and interest to retire a $25,000 note payable to Tangiers dated December 30, 2011. As noted within footnote 10, these shares were considered unregistered and re-classified to temporary equity based on the potential cash redemption to the investor.

During 2012, the Company issued 90,000 restricted shares of common stock for services rendered. The shares were valued at $6,660, based on the closing market price on the date of grant.

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During 2012, the Company issued 500,000 shares that had been previously recorded as stock payable pursuant to a notice of exercise received in 2011 on 500,000 warrants issued to Tangiers Investors, LP on December 30, 2010. The exercise price was $0.05 per shares, and the Company received $25,000 upon the exercise.

During the first half of 2013 the Company amended the Securities Purchase Agreement with Tangiers Investors LP ("Tangiers") dated October 7, 2009 to (a) increase the commitment amount from $5 million to $10 million, (b) increase the term from 3 years to 5 years, (c) increase the maximum draw from $100,000 to $250,000, (d) provides for up to 300% of the base amount of each draw as determined by the average daily trading volume in dollar amount during the 10 trading days (the “Base Amount”) preceding the Advance Note date, and (e) the price on the Base Amount remains 90% of the lowest volume weighted average price of the Company's common stock during the 5 day pricing period following each Advance Notice (the “Market Price”), any Advance Notice that exceeds the Base Amount by up to 200% will be further discounted by 7.5% (or 82.5% of the Market Price), and any Advance Notice in excess of 200% and up to 300% of the Base Amount will be further discounted by an additional 7.5% (or 75% of the Market Price).

During the first half of 2013, the Company issued 5,700,049 shares of common stock to Tangiers Investors LP ("Tangiers") pursuant to a Securities Purchase Agreement entered into with Tangiers on October 7, 2009, as amended, in consideration of $197,000. As noted within footnote 10, these shares were considered unregistered and re-classified to temporary equity based on the potential cash redemption to the investor.

During the second half of 2013, the Company issued 13,564,152 shares of common stock to Tangiers Investors LP ("Tangiers") pursuant to a Securities Purchase Agreement entered into with Tangiers on October 7, 2009, as amended, in consideration of $459,000.

During 2013, and pursuant to twelve partial conversion notices received, the Company issued an aggregate of 11,229,545 shares of common stock of the Company to satisfy $283,920 of the principal and interest due on a Promissory Note ("the Note") dated July 11, 2012 with JMJ Financial, ("JMJ"). The number of shares issued was consistent with the terms of the agreement, therefore equity was credited for the value of the debt relieved with no gain or loss recorded.

During 2013, the Company issued 57,143 shares of restricted common stock for geological services rendered in the amount of $4,000. The shares were valued on the grant date at the closing market price.

During 2013, the Company issued 94,563 shares of restricted common stock for mining safety & health services rendered in the amount of $3,782. The shares were valued on the grant date at the closing market price.

During 2013, the Company issued 40,000 shares of restricted common stock for mining services. The shares were valued at $1,480 based on the closing market price on the date of grant.

During 2013, the Company issued 5,000,000 shares of common stock to our Chief Executive Officer to reduce the aggregate amount of deferred compensation owed to him by $180,000. The shares were valued at the closing market price of our common stock on the date of grant.

During 2013, the Company issued 277,778 shares of common stock to director Fred Michini for director fees earned during 2013. The shares were valued at $10,000 based on the closing market price of our common stock on the date of grant.

During 2013, in connection with the Typenex and LG note issuances, a commission has been paid to Carter Terry & Company, a registered broker-dealer, consisting of $17,500 in cash and 148,750 restricted Rule 144 shares of common stock. The shares were valued at $6,481 based on the closing market price on the date of grant. This value is being amortized over the term of the related note agreement.

During the three month period ended March 31, 2014, the Company issued 11,801,616 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, as amended, in consideration of cash received of $301,500.

During the three month period ended March 31, 2014 and pursuant to three partial conversion notices received, the Company issued an aggregate of 2,515,280 shares of common stock of the Company to satisfy $50,208 of the principal and interest due on a Promissory Note ("the Note") dated July 11, 2012 with JMJ Financial, ("JMJ").

During the three month period ended March 31, 2014, $12,800 in stock payable (458,499 shares) is due to Carter Terry & Company, a registered broker-dealer, as additional commissions payable but not yet issued.

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During the three month period ended March 31, 2014, the Company issued 100,000 shares of restricted common stock to William S. Watters, the new COO of our wholly-owned subsidiary, Ruby Gold, Inc., as a signing bonus. The shares were valued at $2,700 based on the closing market price on the date of grant.

During the three month period ended June 30, 2014 and pursuant to a partial conversion notice received, the Company issued an aggregate of 3,000,000 shares of common stock of the Company to satisfy $76,800 of the principal and interest due on a Promissory Note dated October 2, 2012 with Tangiers Investors, LP, ("Tangiers").

During the three month period ended June 30, 2014, the Company issued 368,217 restricted shares of common stock of the Company to Carter Terry & Company, a registered broker-dealer, for accrued commissions in connection with the Typenex Note.

During the three month period ended June 30, 2014, the Company issued 21,049,171 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, as amended, in consideration of cash received of $216,200.

During the three month period ended June 30, 2014 and pursuant to three partial conversion notices received, the Company issued an aggregate of 10,707,578 shares of common stock of the Company to satisfy $114,079 of the principal and interest due on a Promissory Note dated October 1, 2013 with Typenex Co-Investment, LLC ("Typenex").

During the three month period ended June 30, 2014 and pursuant to three partial conversion notices received, the Company issued an aggregate of 5,494,215 shares of common stock of the Company to satisfy $46,847 of the principal and interest due on a Promissory Note ("the Note") dated July 11, 2012 with JMJ Financial, ("JMJ").

During the three month period ended June 30, 2014 and pursuant to a conversion notice received, the Company issued 4,154,411 shares of common stock of the Company to satisfy $59,325 of the principal and interest due on a Promissory Note dated October 7, 2013 with LG Capital Funding LLC ("LG").

NOTE 17 WARRANTS

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

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

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

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

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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	%

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 $45,268. 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	%

150,000 warrants were issued to Tangiers Investors, LP on May 16, 2012 as part of a loan agreement for $50,000. The fair value of the warrants was $9,411. 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	$	0.07
Exercise Price of Warrants	$	0.07
Term of Warrants (years)		5.00
Computed Volatility		145	%
Annual Dividends		0.00	%
Discount Rate		0.75	%

150,000 warrants were issued to Tangiers Investors, LP on May 30, 2012 as part of a loan agreement for $25,000. The fair value of the warrants was $9,421. 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	$	0.07
Exercise Price of Warrants	$	0.06
Term of Warrants (years)		5.00
Computed Volatility		142	%
Annual Dividends		0.00	%
Discount Rate		0.69	%

750,000 warrants exercisable at $0.07 were issued to Tangiers Investors, LP on June 19, 2012 as part of a loan agreement for $100,000. The fair value of the warrants was $49,978. 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	$	0.075
Exercise Price of Warrants	$	0.07
Term of Warrants (years)		5.00
Computed Volatility		140	%
Annual Dividends		0.00	%
Discount Rate		0.71	%

750,000 warrants exercisable at $0.14 were issued to Tangiers Investors, LP on June 19, 2012 as part of a loan agreement for $100,000. The fair value of the warrants was $47,431. 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	$	0.075
Exercise Price of Warrants	$	0.14
Term of Warrants (years)		5.00
Computed Volatility		140	%
Annual Dividends		0.00	%
Discount Rate		0.71	%

4,000,000 warrants exercisable at $0.04 were issued to Ruby Development Company (“RDC”) on November 19, 2013 as consideration for a mortgage modification executed on that same date. The warrants have an expiration date on December 30, 2018. These warrants were valued within the derivative liability using the binomial lattice model due to tainted equity. See the fair value footnote for inputs to the binomial lattice model.

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On the same date the expiration dates of the remaining 14,000,000 warrants previously issued to RDC were all reset and extended to December 30, 2018. A loss on the equity modification of $85,399 was expensed and recorded to APIC. This loss was valued using the Black-Scholes model by valuing the instrument before extending the expiration term and valuing it after the extension. The key inputs to these valuations are indicated below.

Warrants before modification:

Stock Price on Measurement Date	$	0.044
Exercise Price of Warrants	$	0.02 – 0.09
Term of Warrants (years)		2.12 – 3.3
Computed Volatility		144	%
Annual Dividends		0.00	%
Discount Rate		0.58	%

Warrants after modification:

Stock Price on Measurement Date	$	0.044
Exercise Price of Warrants	$	0.02 – 0.09
Term of Warrants (years)		5.12
Computed Volatility		144	%
Annual Dividends		0.00	%
Discount Rate		0.58	%

A summary of activity related to the Company’s warrant activity for the period from December 31, 2009 through June 30, 2014 is presented below:

						Weighted
				Weighted		Average
				Average		Remaining
	Number			Exercise Price		Contractual
	Outstanding			Per Share		Life (Years)
Outstanding at December 31, 2009		-			-		-
Granted		13,000,000			0.024		2.62
Exercised		-			-		-
Canceled/forfeited/expired		-			-		-
Outstanding at December 31, 2010		13,000,000			0.024		2.62
Granted		2,250,000			0.10		5.00
Exercised		-			-		-
Canceled/forfeited/expired		-			-		-
Outstanding at December 31, 2011		15,250,000			0.037		3.75	(1)
Granted		4,800,000			0.10		5.00
Exercised		(500,000	)		0.05		-
Canceled/forfeited/expired		-			-		-
Outstanding at December 31, 2012		19,550,000			0.045		2.75	(1)
Granted		4,000,000			0.04		5.00
Exercised		-			-		-
Canceled/forfeited/expired		-			-		-
Outstanding at December 31, 2013		23,550,000			0.045		4.75	(2)
Granted		-			-		-
Exercised		-			-		-
Canceled/forfeited/expired		-			-		-
Outstanding at June 30, 2014		23,550,000			0.045		4.75	(2)

(1) Pursuant 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 to December 30, 2018.

(2) Primary reason for change related to a November 19, 2013 amendment to the Ruby Mine Option Agreement whereby the term of the warrants issued to Ruby Development Company were extended to December 30, 2018.

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NOTE 18 SUBSEQUENT EVENTS

Subsequent to June 30, 2014, the Company issued 5,501,651 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, as amended, in consideration of cash received of $47,400.

Subsequent to June 30, 2014 and pursuant to two partial conversion notices received, the Company issued an aggregate of 10,911,891 shares of common stock of the Company to satisfy $72,931 of the principal and interest due on a Promissory Note dated October 1, 2013 with Typenex Co-Investment, LLC ("Typenex").

Subsequent to June 30, 2014 and pursuant to one partial conversion notice received, the Company issued 699,526 shares of common stock of the Company to satisfy $5,000 of the principal and interest due on a Promissory Note ("the Note") dated January 31, 2014 with GEL Properties, LLC (“GEL”).

Subsequent to June 30, 2014 and pursuant to one partial conversion notice received, the Company issued an aggregate of 2,700,000 shares of common stock of the Company to satisfy $19,656 of the principal and interest due on a Promissory Note ("the Note") dated July 11, 2012 with JMJ Financial, ("JMJ").

Subsequent to June 30, 2014, the Company issued a $250,000 Convertible Promissory Note (the “Note”) to JSJ Investments Inc. ("JSJ", or “the Lender”). The Note has a maturity date of six (6) months from the Effective Date, and accrues interest at 10% per annum. The Principal Sum due to the Lender shall be prorated based on the consideration actually paid by the Lender, as well as any other interest or fees, such that the Registrant is only required to repay the amount funded and the Registrant is not required to repay any unfunded portion of the Note. The initial tranche received from this transaction was $100,000. Unless the Note is prepaid in cash within 120 days of the effective date, the Lender has the right at its election upon maturity of the Note to convert all or part of the outstanding and unpaid Principal Sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of common stock of the Registrant. The Conversion Price is at a 42% discount to the average of the three lowest volume weighted average prices (VWAP) on the previous twenty (20) trading days to the date of Conversion, or 42% discount to the average of the three lowest VWAPs on the previous twenty (20) trading days that would be obtained if the conversion were to be made on the date that the Note was executed. In connection with this transaction, a commission has been paid to Carter Terry & Company, a registered broker-dealer, consisting of $8,000 in cash.

Subsequent to June 30, 2014, the Company issued a $125,000 Convertible Promissory Note ("the Note") to RLS Premiere Financial LLC ("RSL", or “the Lender”). The interest rate on the Note is 5% per annum, and the Note has a maturity date of twelve (12) months from the Effective Date. The Principal Sum due to the Lender shall be prorated based on the consideration actually paid by the Lender, as well as any other interest or fees, such that the Company is only required to repay the amount funded and the Registrant is not required to repay any unfunded portion of the Note. The initial tranche received from this transaction was $20,000. The Company retains the option of pre-paying the Note at an amount equal to 135% of the outstanding principal and the accrued and unpaid interest. Unless the Note is repaid in cash within 180 days, the Lender has the right to convert all or part of the outstanding and unpaid Principal Sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of common stock of the Company. The Conversion Price is at a 20% discount to the average of the two lowest volume weighted average prices (VWAP) on the previous fifteen (15) trading days to the date of Conversion.

Subsequent to June 30, 2014, the Company issued a $98,500 Convertible Promissory Note ("the Note") to KBM Worldwide, Inc. ("KBM", or “the Lender”). The interest rate on the Note is 8% per annum, and the Note has a maturity date of nine (9) months from the Effective Date. The Note carries a $13,000 original issue discount (the “OID”), as well as $3,500 in transaction fees, such that the consideration received by the Registrant is $82,000. The Company retains the option of pre-paying the Note at an amount equal to 110% of the outstanding principal and the accrued and unpaid interest within 30 days of the effective date, increasing at 5% per month to a maximum of 135% by the 6th month. Unless the Note is repaid in cash within 180 days, the Lender has the right to convert all or part of the outstanding and unpaid Principal Sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of common stock of the Company. The Conversion Price is at a 25% discount to the average of the two lowest closing prices on the previous twenty (20) trading days prior to the date of Conversion. In connection with this transaction, a commission has been paid to Carter Terry & Company, a registered broker-dealer, consisting of $6,560 in cash.

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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 year ended December 31, 2013.

Overview

We seek to acquire, explore, 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 income 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 income through payments in cash, stock, and other consideration.

We are an exploration stage company and there is no assurance that a commercially viable mineral deposit exists on any of our properties. Further exploration will be required before any final evaluation as to the economic viability and feasibility of any of our mining projects can be determined.

On July 1, 2011 we acquired Ruby Gold, Inc. and 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 in the United States. Work commenced at the Ruby Mine during Q4 2011 to rehabilitate the Ruby Tunnel and renovate the infrastructure. The initial phase of this work was completed in the third quarter of 2013 with the restoration of natural air flow throughout the extent of the Ruby tunnel and the reopening of the tunnel for a full mile to restore access to the Black Channel and the Big Bend mining targets. Mill renovation has been completed, and the wash plant is fully operational as of the date of this report. While test mining (bulk sampling) and drilling of selected mining targets has begun, there is no guarantee that mining activities will continue, or that our mining activities will be successful. As of June 30, 2014, exploration expenditures including construction and renovation costs directly related to the Ruby tunnel rehab and excluding acquisition, depreciation, and regulatory expenses totaled $1,805,171.

With the exception of the Fraser River Project, we currently do not control any properties with active or imminent mining in Canada. Mining activities commenced at the Fraser River Project on October 23, 2012, to begin the excavation of test pits. Operations were suspended for the winter in December, 2012. A new permit was subsequently applied for and was issued in July 2013. Mining activities are currently on hold pending completion of a Heritage Impact Assessment requested by the Province of British Columbia. This survey began in Q2 2014 and is still ongoing. There is no guarantee that mining operations will resume or that commercial production will begin at the Fraser River Project, or that our mining activities will be successful.

As of June 30, 2014 and June 30, 2013, gains from joint-venture agreements totaled $0 and $0, respectively. As of June 30, 2014 and June 30, 2013, cash gains from claim sales totaled $0 and $113,499, 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.

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As of December 31, 2011, the Company had 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 project. Subsequent to December 31, 2011, the MOU was amended to include a second joint-venture on the Company’s Monte Cristo property. As of the date of this report, a definitive agreement has not yet been executed. Under the terms of the MOU, 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. A mining permit for the Fraser River Project was issued on June 25, 2012, but a definitive agreement with PWC was never consummated. As of the date of this report, the Company continues to own and control 100% of the project. During 2013, the Company executed a definitive joint-venture agreement for mining operations on Fraser River Project with Solid Holdings Ltd. (“Solid”), a private company domiciled in British Columbia and based in Houston, BC. The terms of the agreement call for Solid to provide all equipment, personnel, and related expenditures required to initiate and sustain mining operations at the Fraser River Project JV. The Company will be responsible for maintaining the property in good standing and securing the permits required for mining operations to proceed. The Company will retain 100% ownership of the property, and will be paid a 20% net smelter royalty (“NSR”) on all metals recovered from operations, with Solid retaining 100% of the net profits following payment of the aforementioned NSR. Solid will be deemed the project operator, and will be responsible for the day-to-day operations.

On December 2, 2013, the Board of Directors authorized the spinoff of our wholly-owned subsidiary, Ruby Gold, Inc. (“RGI”) as a separate and independent public company. Once the spinoff is complete, the Company intends to issue a special stock dividend based on a ratio yet to be determined. Shareholders who are eligible to receive such stock dividend will be holders of common stock of North Bay as of the record date, which has yet to be set by the Board of Directors of the Company. On January 14, 2014, RGI filed a registration statement on Form 10 with the SEC to initiate said spinoff. As of the date of this report, RGI’s registration statement on Form 10 is not yet effective, RGI has withdrawn the Form 10, and RGI has filed a registration statement on Form S-1 in its place. After the RGI registration statement on Form S-1 is deemed effective, the Board of Directors of the Company intends to then determine the date and ratio for the distribution of shares from the spin-off and a news release announcing the record date will be issued at that time. Other than the authorization for said spinoff by our Board of Directors and the Board of RGI, there are no agreements, formal or otherwise, in place between the respective companies, any affiliate of either company, or any other parties governing the spinoff, and no shareholder approvals are required. As the completion of the spinoff is contingent on a registration statement by RGI becoming effective, there has been no further determination as to when the spinoff and stock dividend distribution might be completed, and there is no guarantee that it will be completed.

On January 9, 2014, the Company and our wholly-owned subsidiary, Ruby Gold, Inc. ("RGI"), executed a definitive joint-venture agreement (the “Ruby JV Agreement”), with regard to the mining and exploitation of the Ruby Mine in Sierra County, California (the "Ruby"). Under the terms of the Ruby JV Agreement, the Company will fund Ruby through loans, as needed, to maintain the property and operations thereof. RGI will remain the owner and operator of Ruby, and the Company shall be apportioned a 50% interest of net income distribution from Ruby once all debt has been extinguished.

As of June 30, 2014, we own the mineral rights to 186 mining claims in British Columbia encompassing an aggregate of 40,175 acres (16,265 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. 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 June 30, 2014.

We currently generate income 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 income as well as a commitment for future revenue, but since the joint-venture partner has the option to withdraw at any time, we cannot project revenue from a joint-venture into the future. However, should a joint-venture partner withdraw, we still retain control of the asset, and can therefore enter into another joint-venture with another partner, develop the property ourselves, or else elect to sell the claims.

We expect to generate near-term income 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 and our joint-venture with RGI, 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.

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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 $16,595,148 as of June 30, 2014. In addition, we have a working capital deficit of $3,295,570 as of June 30, 2014. We had a net loss of $1,059,995 for the six months ended June 30, 2014, and we had net losses of $2,059,305 and $2,119,706 for the years ended December 31, 2013 and 2012, respectively. 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 December 31, 2013 the accumulated deficit attributable to CEO stock awards, including previous management and valued according to GAAP, totals $2,558,535 since inception in 2004. As of December 31, 2013 the accumulated deficit attributable to CEO compensation is $820,474 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 seven years since 2006 has consisted of $10,000 in 2006, $50,764 in 2007, $23,139 in 2008, $29,979 in 2009, $21,988 in 2010, $90,000 in 2011, $116,000 in 2012, and $100,000 in 2013. These cash expenditures are also included in the accumulated deficit.

The ongoing execution of our business plan is expected to result in operating losses over the next twelve months. Management believes it will need to raise capital through 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.

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Mineral Property Costs

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

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 values its derivative instruments related to embedded conversion features and warrants from the issuance of convertible debentures in accordance with the Level 3 guidelines. For the three month period ended June 30, 2014, the following table reconciles the beginning and ending balances for financial instruments that are recognized at fair value in these consolidated financial statements. The fair value of embedded conversion features that have floating conversion features and tainted common stock equivalents (warrants and convertible debt) are estimated using a Binomial Lattice model. The key inputs to this valuation model as of June 30, 2014, were: Volatility of 158% - 165%, inherent term of instruments equal to the remaining contractual term, quoted closing stock prices on valuation dates, and various settlement scenarios and probability percentages summing to 100%.

	Balance at December 31, 2013		New Issuances		Settlements			Changes in Fair Values			Balance at June 30, 2014
Level 3 –
Derivative liabilities from:
Conversion features – embedded derivative	$	156,761	$	550,343	$	(160,703	)	$	(50,270	)	$	496,131
Conversion features – tainted equity		391,686		229,339		-			(491,658	)		129,367
Warrants – tainted equity		148,201		-		-			(129,536	)		18,665
	$	696,648	$	779,682	$	(160,703	)	$	(671,464	)	$	644,163

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The following table presents assets and liabilities that were measured and recognized at fair value as of December 31, 2013 and the year then ended on a recurring basis:

								Total
								Unrealized
Description	Level 1		Level 2		Level 3			Gain
Available For Sale Securities	$	22,500	$	-		$	-	$	2,500
Totals	$	22,500	$	-		$	-	$	2,500

								Total
								Unrealized
Description	Level 1		Level 2		Level 3			Loss
Derivate Liability – Advances on Gold	$	-	$	22,223		$	-	$	22,223
Totals	$	-	$	22,223		$	-	$	22,223

The following table presents assets that were measured and recognized at fair value as of June 30, 2014:

								Total
								Unrealized
Description	Level 1		Level 2		Level 3			Loss
Available For Sale Securities	$	10,500	$	-		$	-	$	15,000
Totals	$	10,500	$	-		$	-	$	15,000

								Total
								Unrealized
Description	Level 1		Level 2		Level 3			Loss
Derivate Liability – Advances on Gold	$	-	$	5,556		$	-	$	-
Totals	$	-	$	5,556		$	-	$	-

The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of June 30, 2014 and December 31, 2013:

	Fair Value Measurements at June 30, 2014
	Level 1		Level 2			Level 3
Assets
Cash	$	123,474	$	-		$	-
Certificates of Deposit		173,043
Total assets		296,517		-			-
Liabilities
Advance Gold Sales		-		4,955			-
Convertible notes		-		1,041,361			-
Note payable, Ruby		-		1,726,186			-
Notes payable, equipment		-		32,913			-
Total liabilities		-		2,805,415			-
	$	296,517	$	(2,805,415	)	$	-

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	Fair Value Measurements at December 31, 2013
	Level 1		Level 2			Level 3
Assets
Cash	$	133,873	$	-		$	-
Certificates of Deposit		172,880
Total assets		306,753		-			-
Liabilities
Advance Gold Sales		-		195,711			-
Convertible notes		-		836,858			-
Note payable, Ruby		-		1,832,638			-
Notes payable, equipment		-		41,687			-
Total liabilities		-		2,906,894			-
	$	306,753	$	(2,906,894	)	$	-

The fair values of our debts are deemed to approximate book value, and are considered Level 2 inputs as defined by ASC Topic 820-10-35.

There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the six months ended June 30, 2014 or the year ended December 31, 2013.

The Company had no other assets or liabilities valued at fair value on a recurring or non-recurring basis for the six months ended June 30, 2014 or the year ended December 31, 2013.

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 June 30, 2014, no options or warrants have been issued for compensation and none are outstanding. As of June 30, 2014, 20.5 million warrants have been issued and are outstanding in connection with the Ruby Mine Purchase Option Agreement executed on September 27, 2010.

Beneficial Conversion Feature

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

Deferred Financing Costs

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Accounting for Derivative Instruments

Lattice Valuation Model

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 June 30, 2014 and December 31, 2013, there were 70,429,281 and 56,852,098 common stock equivalents outstanding, respectively.

Results of Operations for the Six months Ended June 30, 2014 Compared to Results of Operations for the Six months Ended June 30, 2013

Gains from Other Income. For the six months ended June 30, 2014 and June 30, 2013, the Company’s other income related to mineral claim sales and other income from joint-ventures in British Columbia was $0 and $113,499, respectively. The Company has spent $6,480 and $10,950 in mineral property maintenance costs during each respective period in order to generate cash flows, consisting primarily of British Columbia claim registration and maintenance fees. The decrease is due to exploration expenditures that extended the good-until date of some of our principal properties for several years into the future that consequently reduced our total annual claim fees.

Operating Expenses. For the six months ended June 30, 2014, the Company had operating expenses of $1,012,166, which included general and administrative expenses of $181,171 and mining property costs of $686,105. Operating expenses for the six months ended June 30, 2013 were $507,621, which included general and administrative expenses of $161,728 and mining property costs of $226,540. Our increase in operating expenses was mainly from exploration and construction costs at the Ruby Mine, and exploration expenditures incurred in British Columbia.

Net Loss. For the six months ended June 30, 2014, we had a net loss of $1,059,995. Our net loss for the six months ended June 30, 2013 was $1,375,324. The decrease in our net loss was attributed primarily to a gain on derivative liability.

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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 15 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 FY 2014, our mortgage on the Ruby Mine property requires us to make payments in aggregate of $60,000 per month, consisting of $20,000 on the 1st of each month, and an additional $40,000 by the 20th day of each month. As of June 30, 2014, the balance due on the mortgage is $1,726,186. The Company believes it can rely on revenue from claims sales and joint ventures, and from loans and 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 or loans, we may not be able to maintain our mortgage on the Ruby Mine.

As of June 30, 2014, total current assets were $123,474, which consisted entirely of cash. As of December 31, 2013, total current assets were $133,873, which consisted entirely of cash.

As of June 30, 2014 and December 31, 2013, our total current liabilities were $3,419,044 and $3,383,679, respectively. The net increase in current liabilities is primarily due to an increase in convertible debt.

We had a working capital deficit of $3,295,570 as of June 30, 2014, and a working capital deficit of $ 3,249,806 as of December 31, 2013.

During the six months ended June 30, 2014, operating activities used cash of $902,252 as compared to the six months ended June 30, 2013, where we used cash of $481,283 in operating activities. The increase in cash used by operating activities for the six months ended June 30, 2014 was due primarily to an increase in amortization of our debt discount and a change in derivative liability,

We had a net decrease in cash of $10,399 for the six months ended June 30, 2014. Cash flows financing activities represented the Company’s principal source of cash for the six months ended June 30, 2014. Cash flows from financing activities during the six months ended June 30, 2014 were $890,853, consisting primarily of proceeds from the issuance of stock and convertible debt. During the fiscal year ended December 31, 2013, we received $1,235,875 from financing activities, consisting primarily of proceeds from the issuance of stock and convertible debt.

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Recent Material Developments

Commitments and Contingencies

Recent Developments During Q2 2014

On April 9, 2014 the Company announced it acquired the previously abandoned Carson Mine through the staking of new claims adjacent to the northern border of the Ruby Mine property in Sierra County, California. The Company has also staked additional claims near the Ruby Adit to cover in its entirety the Discovery Channel, a new previously unknown channel that was identified as a direct result of a recent gravity survey and geological mapping.

On May 27, 2014, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Amendment”) which increased the Company’s authorized shares of common stock from 250,000,000 shares to 500,000,000 shares.

On June 5, 2014, our wholly-owned subsidiary Ruby Gold, Inc. announced that it has engaged Taurus Drilling LLC ("Taurus") of Lake Havasu City, Arizona, to complete the drilling of nearby mining targets at the Ruby Mine in Sierra County, California. The drilling commenced on June 9, 2014.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Recent Accounting Pronouncements

Disclosures about Reclassification Adjustments out of Accumulated Other Comprehensive Income

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Testing Indefinite-Lived Intangible Assets for Impairment

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

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 June 30, 2014, the end of the six 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, 2013.

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 six months ended June 30, 2014 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 six month period ended June 30, 2014, and pursuant to six partial conversion notices received, the Company issued an aggregate of 8,009,495 shares of common stock of the Company to satisfy $97,055 of the principal and interest due on a Promissory Note ("the Note") dated July 11, 2012 with JMJ Financial, ("JMJ"). The number of shares issued was consistent with the terms of the agreement, therefore equity was credited for the value of the debt relieved with no gain or loss recorded. The Company believes this transaction was exempt from the registration requirements of the Securities Act in reliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated under the Securities Act.

In the six month period ended June 30, 2014, the Company issued 100,000 shares of restricted common stock to William S. Watters, the new COO of our wholly-owned subsidiary, Ruby Gold, Inc., as a signing bonus. The shares were valued at $2,700 based on the closing market price on the date of grant. The Company believes this transaction was exempt from the registration requirements of the Securities Act in reliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated under the Securities Act.

In the six month period ended June 30, 2014, and pursuant to a partial conversion notice received, the Company issued an aggregate of 3,000,000 shares of common stock of the Company to satisfy $76,800 of the principal and interest due on a Promissory Note dated October 2, 2012 with Tangiers Investors, LP, ("Tangiers"). The number of shares issued was consistent with the terms of the agreement, therefore equity was credited for the value of the debt relieved with no gain or loss recorded. The Company believes this transaction was exempt from the registration requirements of the Securities Act in reliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated under the Securities Act.

In the six month period ended June 30, 2014, and pursuant to four partial conversion notices received, the Company issued an aggregate of 10,707,578 shares of common stock of the Company to satisfy $114,079 of the principal and interest due on a Promissory Note dated October 1, 2013 with Typenex Co-Investment, LLC ("Typenex"). The number of shares issued was consistent with the terms of the agreement, therefore equity was credited for the value of the debt relieved with no gain or loss recorded. The Company believes this transaction was exempt from the registration requirements of the Securities Act in reliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated under the Securities Act.

In the six month period ended June 30, 2014, and pursuant to a conversion notice received, the Company issued 4,154,411 shares of common stock of the Company to satisfy $59,325 of the principal and interest due on a Promissory Note dated October 7, 2013 with LG Capital Funding LLC ("LG"). The number of shares issued was consistent with the terms of the agreement, therefore equity was credited for the value of the debt relieved with no gain or loss recorded. The Company believes this transaction was exempt from the registration requirements of the Securities Act in reliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated under the Securities Act.

In the six month period ended June 30, 2014, the Company issued 368,217 restricted shares of common stock of the Company to Carter Terry & Company, a registered broker-dealer, for accrued commissions in connection with the Typenex Note. The Company believes this transaction was exempt from the registration requirements of the Securities Act in reliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated under the Securities Act.

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES

The information concerning mine safety violations and other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95.1 and is incorporated by reference into this Quarterly Report

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: August 13, 2014	/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)
3 (iv)		Certificate of Amendment to Articles of Incorporation(47)
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)
4.4		Certificate of Elimination – Series G Preferred(24)
10.0		Tangiers Securities Purchase Agreement dated October 7, 2009(1)
10.1		Tangiers Securities Registration Rights Agreement dated October 6, 2009(1)
10.2		Fawn Property/Silver Quest Resources Ltd. Joint Venture Agreement(1)
10.3		Coronation Gold Property/Lincoln Resources, Inc. Joint Venture Agreement(1)
10.4		Silver Leaf/Hidalgo Mining International. Joint Venture Agreement(2)
10.5		Gold Hill Project/Hidalgo Mining International Joint Venture Agreement(2)
10.6		Monte Cristo Purchase Agreement(2)
10.7		Fraser River Joint Venture Letter of Intent(2)
10.8		Fraser River Assay Certificate(2)
10.9		Form of Notice of Assignment - June 2, 2009(2)
10.10		PAN Management Agreement(2)
10.11		ARGO - MINFILE No 092N 037(2)
10.12		BOULEAU - MINFILE No 082LSW046(2)
10.13		BOULEAU - MINFILE No 082LSW069(2)
10.14		CHERRY - MINFILE No 082LSE063(2)
10.15		CONNIE HILL - MINFILE No 092F 308(2)
10.16		CORONATION - MINFILE No 082FNW161(2)
10.17		CORONATION - MINFILE No 082FNW161 – Production(2)
10.18		CORONATION - MINFILE No 082FNW164(2)
10.19		CORONATION - MINFILE No 082FNW164 – Production(2)
10.20		CORONATION - MINFILE No 082FNW191(2)
10.21		CORONATION - MINFILE No 082FNW191 – Production(2)
10.22		CORONATION - MINFILE No 082FNW213(2)
10.23		CORONATION - MINFILE No 082FNW213 – Production(2)
10.24		FAWN - MINFILE No 093F 043(2)
10.25		FAWN - MINFILE No 093F 043 – Inventory(2)
10.26		FAWN - BUCK - MINFILE No 093F 050(2)
10.27		FAWN - BUCK - MINFILE No 093F 050 - Inventory(2)
10.28		FRASER RIVER - MINFILE No 092ISW078(2)
10.29		GOLD HILL - MINFILE No 082FSW204(2)
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)

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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)
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)
10.76		Twelve Month Convertible Promissory Note with Tangiers Investors, LP dated June 19, 2012(21)
10.77		Warrants Issued to Tangiers Investors, LP dated June 19, 2012(21)
10.78		Twelve Month Convertible Promissory Note with JMJ Financial dated July 11, 2012(22)
10.79		Taber Mine Option Agreement, Amendment No. 1, dated July 11, 2012(23)
10.80		Nine Month Convertible Promissory Note with Tonaquint, Inc, dated August 2, 2012(25)
10.81		Securities Purchase Agreement with Tonaquint, Inc, dated August 2, 2012(25)
10.82		Twenty-Four Month Convertible Promissory Note with Tangiers Investors, LP dated October 2, 2012(26)
10.83		Willa Option Agreement with Caribou King Resources Ltd. dated October 24, 2012(27)
10.84		Form of Amendment with Tangiers Investors, LP dated November 14, 2012(28)
10.85		Fraser River Land Access Agreement dated November 26, 2012(29)
10.86		Secured Promissory Note Extension Agreement with Ruby Development Company dated December 12, 2012(30)
10.87		Amendment No. 1 to the Securities Purchase Agreement with Tangiers Investors, LP dated January 28, 2013(31)
10.88		Modification and Extension Agreement with Ruby Development Company dated March 19, 2013 (32)
10.89		Amendment No. 2 to the Securities Purchase Agreement with Tangiers Investors, LP dated March 28, 2013(32)
10.90		Memorandum of Understanding for Advance Sale of Specimen Gold dated June 4, 2013(33)
10.91		Fraser River Project JV Agreement dated June 24, 2013(34)
10.92		Amendment No. 3 to the Securities Purchase Agreement with Tangiers Investors, LP dated July 24. 2013(35)
10.93		Memorandum of Understanding for Advance Sale of Specimen Gold dated August 2, 2013(36)
10.94		Thirteen Month Secured Convertible Promissory Note with Typenex Co-Investment, LLC dated October 1, 2013(37)
10.95		Securities Purchase Agreement with Typenex Co-Investment, LLC dated October 1, 2013(37)
10.96		Nine Month Convertible Promissory Note with LG Capital Funding LLC dated October 7, 2013(38)
10.97		Securities Purchase Agreement with LG Capital Funding LLC dated October 7, 2013(38)
10.98		Amendment to the Modification and Extension Agreement with Ruby Development Company dated November 19, 2013(39)

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10.99		Ruby Gold JV Agreement with Ruby Gold, Inc., dated January 9, 2014(40)
10.100		Twelve Month Convertible Redeemable Note with GEL Properties, LLC dated January 31, 2014(41)
10.101		Nine Month Convertible Redeemable Note with LG Capital Funding, LLC dated February 3, 2014(41)
10.102		Twelve Month Convertible Redeemable Note with Union Capital LLC dated March 13, 2014(42)
10.103		Nine Month Convertible Redeemable Note with LG Capital Funding, LLC dated March 13, 2014(42)
10.104		Six Month Convertible Promissory Note with Beaufort Capital Partners, LLC dated March 27, 2014(43)
10.105		Twelve Month Convertible Promissory Note with Caesar Capital Group, LLC dated April 10, 2014(44)
10.106		Amendment to June 19, 2012 Convertible Promissory Note with Tangiers Investors dated April 22, 2014(45)
10.107		Amendment to October 2, 2012 Convertible Promissory Note with Tangiers Investors dated April 22, 2014(45)
10.108		Twelve Month Convertible Promissory Note with WHC Capital, LLC dated April 21, 2014(45)
10.109		Thirteen Month Secured Convertible Promissory Note with Typenex Co-Investment, LLC dated May 8, 2014(46)
10.110		Twelve Month Convertible Redeemable Note with LG Capital Funding, LLC dated May 9, 2014(46)
10.111		Six Month Convertible Promissory Note with JSJ Investments Inc. dated July 14, 2014(48)
10.112		Nine Month Convertible Promissory Note with KBM Worldwide, Inc. dated August 6, 2014(49)
10.113		Twelve Month Convertible Promissory Note with RLS Premiere Financial LLC dated August 7, 2014(49)
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
95.1*		Mine Safety Disclosures
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.

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

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

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

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

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

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

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

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

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

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

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(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.

(21)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on June 19, 2012, and incorporated by this reference as an exhibit to this Form 10-Q.

(22)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on July 13, 2012, and incorporated by this reference as an exhibit to this Form 10-Q.

(23)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on July 16, 2012, and incorporated by this reference as an exhibit to this Form 10-Q.

(24)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on July 30, 2012, and incorporated by this reference as an exhibit to this Form 10-Q.

(25)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on August 3, 2012, and incorporated by this reference as an exhibit to this Form 10-Q.

(26)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on October 3, 2012, and incorporated by this reference as an exhibit to this Form 10-Q.

(27)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on October 25, 2012, and incorporated by this reference as an exhibit to this Form 10-Q.

(28)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on November 27, 2012, and incorporated by this reference as an exhibit to this Form 10-Q.

(29)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on November 28, 2012, and incorporated by this reference as an exhibit to this Form 10-Q.

(30)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on December 28, 2012, and incorporated by this reference as an exhibit to this Form 10-Q.

(31)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on February 5, 2013, and incorporated by this reference as an exhibit to this Form 10-Q.

Table of Contents

(32)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on March 28, 2013, and incorporated by this reference as an exhibit to this Form 10-Q.

(33)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on June 5, 2013, and incorporated by this reference as an exhibit to this Form 10-Q.

(34)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on June 24, 2013, and incorporated by this reference as an exhibit to this Form 10-Q.

(35)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on July 24, 2013, and incorporated by this reference as an exhibit to this Form 10-Q.

(36)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on August 9, 2013, and incorporated by this reference as an exhibit to this Form 10-Q.

(37)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on October 4, 2013, and incorporated by this reference as an exhibit to this Form 10-Q.

(38)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on October 11, 2013, and incorporated by this reference as an exhibit to this Form 10-Q.

(39)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on November 20, 2013, and incorporated by this reference as an exhibit to this Form 10-Q.

(40)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on January 10, 2014, and incorporated by this reference as an exhibit to this Form 10-Q.

(41)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on February 6, 2014, and incorporated by this reference as an exhibit to this Form 10-Q.

(42)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on March 14, 2014, and incorporated by this reference as an exhibit to this Form 10-Q.

(43)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on April 2, 2014, and incorporated by this reference as an exhibit to this Form 10-Q.

(44)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on April 14, 2014, and incorporated by this reference as an exhibit to this Form 10-Q.

(45)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on April 23, 2014, and incorporated by this reference as an exhibit to this Form 10-Q.

(46)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on May 14, 2014, and incorporated by this reference as an exhibit to this Form 10-Q.

(47) Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on July 1, 2014, and incorporated by this reference as an exhibit to this Form 10-Q.

(48)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on July 17, 2014, and incorporated by this reference as an exhibit to this Form 10-Q.

(49)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on August 12, 2014, and incorporated by this reference as an exhibit to this Form 10-Q.