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~~September 30, 2015

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.)

3995 Yerkes Rd.

Collegeville, Pennsylvania 19426

(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: ~~808~~1,~~208~~062,~~543~~057,813 shares of Common Stock as of ~~August~~October 728, 2015.

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.	3130
Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	4039
Item 4.	Controls and Procedures.	4039
PART II. OTHER INFORMATION.
Item 1.	Legal Proceedings.	4140
Item 1A.	Risk Factors.	4140
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	4140
Item 3.	Defaults upon Senior Securities.	4241
Item 4.	Mine Safety Disclosures.	4241
Item 5.	Other Information.	4241
Item 6.	Exhibits.	4241
SIGNATURES		4342
EXHIBIT INDEX		4443

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NORTH BAY RESOURCES INC.

UNAUDITED CONSOLIDATED BALANCE SHEETS

AS OF ~~JUNE~~SEPTEMBER 30, 2015 AND DECEMBER 31, 2014

	Jun 30, 2015			Dec 31, 2014
	Sep 30, 2015			Dec 31, 2014
ASSETS
Current Assets
Cash	$	246,~~947~~608		$	32,060
Accounts Receivable		2113,~~072~~421			1,515
Deferred Financing Costs, net		93,~~633~~151			31,049
Available For Sale Securities		4775,~~515~~738			33,956
Total Current Assets		81138,~~167~~918			98,580
Other Assets
Certificates of Deposit - Pledged		173,~~355~~434			173,200
Prepaid Expenses		36,920			36,920
Mining Claims – Unproved		1,795,778			1,795,778
Property, Plant & Equipment, net of accumulated depreciation		~~456~~438,~~559~~438			506,719
Reclamation Bond – Fraser River		5,000			5,000
Total Other Assets		2,~~467~~449,~~612~~570			2,517,617
TOTAL ASSETS	$	2,~~548~~588,~~779~~488		$	2,616,197
LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)
Liabilities
Current Liabilities
Accounts Payable	$	~~139~~136,~~456~~596		$	126,706
Accrued Expenses - Related Party		1,~~043~~094,624			947,624
Accrued Interest		~~320~~379,~~214~~807			200,404
Convertible notes payable (net of discounts of $309,197 and $762,510, respectively)		848,974			1,045,512
Convertible notes payable (net of discounts of $166,985 and $762,510, respectively)		945,908			1,045,512
Convertible notes payable (net of discounts of $0 and $0, respectively) - default		~~585~~597,~~361~~817			-
Derivative Liabilities – Convertible Debt		~~786~~693,~~847~~325			1,383,813
Note Payable – Ruby Mine Mortgage		1,697,055			1,697,055
Note Payable - Equipment		1716,~~381~~721			17,548
Total Current Liabilities		5,~~438~~561,~~912~~853			5,418,662
Long-Term Liabilities
Note Payable – Equipment, net of current portion		~~8,407~~-			12,551
Asset Retirement Obligation		5,~~104~~180			4,952
Total Long-Term Liabilities		135,~~511~~180			17,503
Total Liabilities	$	5,~~452~~567,~~423~~033		$	5,436,165
Stockholders’ Equity (Deficit)
Preferred stock, Series I, $0.001 par value, 100 shares authorized, 100 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively		-			-
Preferred stock, Series I, $0.001 par value, 100 shares authorized, 100 shares issued and outstanding at September 30, 2015 and December 31, 2014, 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, 2015 and December 31, 2014, respectively		4,000			4,000
Convertible Preferred stock, Series A, $0.001 par value, 8,000,000 shares authorized, 4,000,000 and 4,000,000 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively		4,000			4,000
Common stock, $0.00001 par value, 7,500,000,000 shares authorized, 410,868,049 and 9,163,491 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively		4,109			92
Common stock, $0.00001 par value, 7,500,000,000 shares authorized, 1,011,579,972 and 9,163,491 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively		10,116			92
Additional Paid-In Capital		16,~~267~~401,~~568~~451			15,891,846
Stock Payable		79,648			79,648
Accumulated Deficit		(19,~~258~~473,~~969~~760	)		(18,795,554	)
Total Stockholders’ Equity (Deficit)		(2,~~903~~978,~~644~~545	)		(2,819,968	)
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)	$	2,~~548~~588,~~779~~488		$	2,616,197

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

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NORTH BAY RESOURCES INC.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND ~~SIX~~NINE MONTH PERIODS ENDING

~~JUNE~~SEPTEMBER 30, 2015 AND 2014

	3 months ended June 30, 2015			3 months ended June 30, 2014			6 months ended June 30, 2015			6 months ended June 30, 2014
	3 months ended September 30, 2015			3 months ended September 30, 2014			9 months ended September 30, 2015			9 months ended September 30, 2014
Revenues
Gross Profit		-			-			-			-
Gold Sales		-			6,602			-			6,602
Gross Profit		-			6,602			-			6,602
Operating Expenses
Commissions & Consulting Fees		-			-			-			-
General & Administrative Costs		68,445			86,188			219,398			257,612
General & Administrative Costs		72,584			86,289			150,953			181,171
Mining Property Costs		4,408			484,642			22,636			1,170,747
Mining Property Costs		6,025			401,360			18,228			686,105
Depreciation Expense		18,121			28,786			68,281			82,682
Depreciation Expense		25,080			25,110			50,160			53,896
Accretion Expense		76			117			228			383
Accretion Expense		76			114			152			266
Professional Services		10,125			26,710			50,206			127,189
Professional Services		12,650			34,064			40,081			90,728
Total Operating Expenses		101,175			626,443			360,749			1,638,613
Total Operating Expenses		116,415			546,937			259,574			1,012,166
Net Operating Loss		(101,175	)		(619,841	)		(360,749	)		(1,632,011	)
Net Operating Loss		(116,415	)		(546,937	)		(259,574	)		(1,012,166	)
Other Income (Expenses)
Other Income from Mineral Claims		-			-			100,000			-
Gain on Mineral Claim Sales		-			2,000			-			2,000
Interest Income		79			538			157			4,872
Other Income from Mineral Claims		100,000			200,000			200,000			200,000
Interest Expense		(314,786	)		(381,985	)		(685,201	)		(625,003	)
Interest Income		79			1,370			236			6,242
Gain/Loss on Derivative Liability		(365,490	)		313,211			409,641			552,578
Interest Expense		(222,552	)		(392,567	)		(907,753	)		(1,017,569	)
Loss on Settlement		-			(32,479	)		-			(32,479	)
Gain/Loss on Derivative Liability		21,374			(29,050	)		431,015			523,528
Loss on Settlement		-			(38,630	)		-			(71,103	)
Other Income		-			-			3,842			52,203
Gain on Forgiveness of Debt		~~4,161~~-			-			4,161			-
Realized Gain (Loss) on Investment		(2312,~~010~~517	)		-			(3648,~~441~~958	)		-
Net Other Income (Expenses)		(~~699~~113,~~046~~616	)		(~~100~~256,~~715~~877	)		(~~203~~317,~~841~~457	)		(47304,~~829~~699	)
Net Loss		(~~815~~214,~~461~~791	)		(~~647~~876,~~652~~718	)		(~~463~~678,~~415~~206	)		(1,~~059~~936,~~995~~710	)
Interest on Redeemable Common Stock		-			~~(14,644~~-	)		-			(29,288	)
Net Loss Attributable to Common Shareholders		(~~815~~214,~~461~~791	)		(~~662~~876,~~296~~718	)		(~~463~~678,~~415~~206	)		(1,~~089~~965,~~283~~998	)
Unrealized (Loss)/Gain on Available For Sale Securities		-			(1243,~~500~~587	)		-			(1243,~~500~~587	)
Total Comprehensive (Loss)/Gain		(~~815~~214,~~461~~791	)		(~~674~~920,~~796~~305	)		(~~463~~678,~~415~~206	)		(12,~~101~~009,~~783~~585	)
WEIGHTED AVG NUMBER OF SHARES OUTSTANDING (Basic)		~~161~~783,~~633~~064,~~723~~173			~~861~~1,~~119~~129,401			87321,~~349~~802,~~572~~844			~~799~~910,~~259~~517
Basic Net Loss per Share	$	(0.0100	)	$	(0.7882	)	$	(0.0100	)	$	(12.3821	)
WEIGHTED AVG NUMBER OF SHARES OUTSTANDING (Diluted)		~~161~~783,~~633~~064,~~723~~173			~~861~~1,~~119~~129,401			87321,~~349~~802,~~572~~844			~~799~~910,~~259~~517
Diluted Net Loss per Share	$	(0.0100	)	$	(0.7882	)	$	(0.0100	)	$	(12.3821	)

The accompanying notes are an integral part of these financial statements

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NORTH BAY RESOURCES INC.

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

FOR THE PERIOD JANUARY 1, 2013 THROUGH ~~JUNE~~SEPTEMBER 30, 2015

	Series A Shares		Series I Shares		Series A Amount		Series I Amount		Common Shares		Amount		Additional Paid-In Capital			Stock Payable		Accumulated Deficit			Accumulated OCI			Total Stockholders’ Deficit
Balance at 12/31/2013		4,000,000		100	$	4,000	$	-		639,485	$	6	$	13,090,683		$	-	$	(15,535,153	)	$	(2,550	)	$	(2,443,014	)
Common Stock issued for cash		-		-		-		-		469,300		5		766,495			-		-			-			766,500
Common Stock issued for convertible debt conversion		-		-		-		-		8,001,278		80		850,355			60,208		-			-			910,643
Common Stock issued for services		-		-		-		-		500		-		2,700			-		-			-			2,700
Common Stock issued for deferred financing costs		-		-		-		-		1,841		-		10,310			19,440		-			-			29,750
Mezzanine shares no longer deemed temporary		-		-		-		-		51,087		1		697,045			-		-			-			697,046
Realized loss for other than temporary impairment		-		-		-		-		-		-		-			-		-			2,550			2,550
Settlement of Derivative Liability - Gold		-		-		-		-		-		-		2,223			-		-			-			2,223
Settlement of Derivative Liability – Convertible Debt		-		-		-		-		-		-		498,920			-		-			-			498,920
Interest on redeemable common stock		-		-		-		-		-		-		(29,288	)		-		-			-			(29,288	)
Donated Capital														2,403											2,403
Net loss for period		-		-		-		-		-		-		-			-		(3,260,401	)		-			(3,260,401	)
Balance at 12/31/2014		4,000,000		100	$	4,000	$	-		9,163,491	$	92	$	15,891,846		$	79,648	$	(18,795,554	)	$	-		$	(2,819,968	)
Common Stock issued for convertible debt conversion		-		-		-		-		~~401~~1,~~704~~002,~~036~~415,959		410,~~017~~024		~~126~~174,~~756~~226			-		-			-			~~130~~184,~~773~~250
Common Stock issued for fractional shares		-		-		-		-		522		-		-			-		-			-			-
Settlement of Derivative Liability – Convertible Debt		-		-		-		-		-		-		~~248~~335,~~966~~379			-		-			-			~~248~~335,~~966~~379
Net income (loss) for period		-		-		-		-		-		-		-			-		(~~463~~678,~~415)~~206	)		-			(~~463~~678,~~415)~~206	)
Balance at 6/30/2015		4,000,000		100	$	4,000	$	-		410,868,049	$	4,109	$	16,267,568		$	79,648	$	(19,258,969	)	$	-		$	(2,903,644	)
Balance at 9/30/2015		4,000,000		100	$	4,000	$	-		1,011,579,972	$	10,116	$	16,401,451		$	79,648	$	(19,473,760	)	$	-		$	(2,978,545	)

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

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NORTH BAY RESOURCES INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE ~~SIX~~NINE MONTH PERIODS ENDING ~~JUNE~~SEPTEMBER 30, 2015 AND 2014

	6 Months Ended June 30, 2015			6 Months Ended June 30, 2014
	9 Months Ended September 30, 2015			9 Months Ended September 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)	$	(~~463~~678,~~415~~206	)	$	(1,~~059~~936,~~995~~710	)
Adjustments to reconcile Net Income (Loss) to net cash provided by (used in) operations:
Common Stock issued for services		-			2,700
Loss on conversion of debt and deferred compensation		-			3271,~~479~~109
Amortization of discount on debt		~~514~~671,~~954~~425			~~461~~758,~~616~~077
Amortization of deferred financing cost		4754,~~916~~398			4175,~~159~~492
Amortization of gold advances discount		-			4,289
Change in derivative liability		(~~409~~431,~~641~~015	)		(~~552~~523,~~578~~528	)
Depreciation Expense		5068,~~160~~281			5382,~~896~~682
Accretion Expense		~~152~~228			~~266~~383
Gain on Forgiveness of Debt		(4,161	)		-
Loss of Sale of Investment		3,783			-
Changes in operating assets and liabilities:
Accounts receivable		(1911,~~557~~906	)		-(30,000	)
Other assets		-(234	)		(~~163~~241	)
Accrued expenses – related party		96147,000			61102,000
Accrued interest		~~122~~182,~~254~~087			6495,~~391~~619
Accrued expenses		-			(1520,000	)
Accounts Payable		129,~~750~~890			(3,~~688~~696	)
Other current assets		3950,~~173~~930			-
Net Cash Provided by (Used in) Operating Activities		~~(13~~62,~~415~~500	)		(~~902~~1,~~252~~321,824	)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from Fixed Asset Disposal		-			1,000
Purchase of Investment		(52,887	)		-
Investment received for claim sales		(105,755	)		(100,000	)
Net Cash Provided by/Used in Investing Activities		(52,887	)		1,000
Cash Received in Sale of Investment		9,260			-
Net Cash Provided by/Used in Investing Activities		(96,495	)		(99,000	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock		-			~~517~~742,~~699~~300
Advances - Gold		-			(~~195~~200,000	)
Cash paid for deferred financing costs		-			(5585,~~620~~430	)
Advances from shareholder		1520,000			-
Debt Repayments		(417,~~311~~957	)		(~~115~~154,~~226~~069	)
Borrowings on convertible debt		2646,500			~~739~~1,~~000~~147,500
Net Cash Provided by Financing Activities		3748,~~189~~543			~~890~~1,~~853~~450,301
Net cash increase (decrease) for period		~~(29~~14,~~113~~548	)		~~(10~~29,~~399~~477	)
Cash at beginning of period		32,060			133,873
Cash at end of period		246,~~947~~608			~~123~~163,~~474~~350
Supplementary Cash Flow Information:
Cash Paid for Interest	$	-		$	1525,000
Cash Paid for Taxes	$	-		$	-
Non-Cash Investing & Financing Activities:
Revision to Asset Retirement Obligation	$	-		$	1,708
Common stock issued for conversion of convertible debt	$	~~130~~184,~~773~~250		$	~~347~~551,~~259~~035
Common stock owed for deferred financing costs	$	-		$	719,~~040~~440
Debt discount due to derivative liability	$	6175,~~641~~906		$	~~660~~1,~~796~~065,697
Settlement of Derivative liability	$	~~248~~335,~~966~~379		$	~~160~~274,~~703~~680
Settlement of gold derivative	$	-		$	12,~~667~~223
Interest on Redeemable Common Stock	$	-		$	29,288
Debt issued for deferred financing costs	$	26,500		$	-
Unrealized Gain/(Loss) on AFS	$	-		$	12,500
Mezzanine shares returned to CS/APIC	$	-		$	697,046
Unrealized Gain/(Loss) on AFS	$	-		$	43,587

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

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NORTH BAY RESOURCES INC.

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 $19,~~258~~473,~~969~~760 as of ~~June~~September 30, 2015. 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~~September 30, 2015 and December 31, 2014. 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.

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.

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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.

Fair Value of Financial Instruments

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

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

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

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

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The Company 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~~nine months ended ~~June~~September 30, 2015, 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~~September 30, 2015, 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, 2014		New Issuances		Settlements			Changes in Fair Values			Balance at ~~June~~September 30, 2015
Level 3 –
Derivative liabilities from:
Conversion features – embedded derivative	$	753,258	$	-9,315	$	(~~118~~191,~~459~~186	)	$	(~~185~~130,~~538~~490	)	$	~~449~~440,~~261~~897
Conversion features – tainted equity		630,472		6166,~~641~~591		(~~130~~144,~~507~~193	)		(~~224~~300,~~020~~442	)		~~337~~252,~~586~~428
Warrants – tainted equity		83		-		-			(83	)		-
	$	1,383,813	$	6175,~~641~~906	$	(~~248~~335,~~966~~379	)	$	(~~409~~431,~~641~~015	)	$	~~786~~693,~~847~~325

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, 2014 and the year then ended on a recurring basis:

								Total
								Unrealized
Description	Level 1		Level 2		Level 3			Loss
Available For Sale Securities	$	33,956	$	-		$	-	$	-
Totals	$	33,956	$	-		$	-	$	-

The following table presents assets that were measured and recognized at fair value as of ~~June~~September 30, 2015:

Total

Unrealized

Description

Level 1

Level 2

Level 3

Loss

Available For Sale Securities

4775,~~515~~738

Totals

4775,~~515~~738

The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of ~~June~~September 30, 2015 and December 31, 2014:

	Fair Value Measurements at June 30, 2015
	Fair Value Measurements at September 30, 2015
	Level 1		Level 2			Level 3
Assets
Cash	$	246,~~947~~608	$	-		$	-
Certificates of Deposit		173,~~355~~434		-			-
Total assets		~~176~~220,~~302~~042		-			-
Liabilities
Convertible notes		-		1,~~434~~543,~~335~~725			-
Derivative Liabilities		-		-			~~786~~693,~~847~~325
Note payable, Ruby		-		1,697,055			-
Notes payable, equipment		-		2516,~~788~~721			-
Total liabilities		-		3,~~157~~257,~~178~~501			~~786~~693,~~847~~325
	$	~~176~~220,~~302~~042	$	(3,~~157~~257,~~178~~501	)	$	(~~786~~693,~~847~~325	)

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	Fair Value Measurements at December 31, 2014
	Level 1		Level 2			Level 3
Assets
Cash	$	32,060	$	-		$	-
Certificates of Deposit		173,200		-			-
Total assets		205,260		-			-
Liabilities
Advance Gold Sales		-		-			-
Convertible notes		-		1,045,512			-
Derivative Liabilities		-		-			1,383,813
Note payable, Ruby		-		1,697,055			-
Note payable, equipment		-		30,099			-
Total liabilities		-		2,772,666			1,383,813
	$	205,260	$	(2,772,666	)	$	(1,383,813	)

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~~nine months ended ~~June~~September 30, 2015 or the year ended December 31, 2014.

The Company had no other assets or liabilities valued at fair value on a recurring or non-recurring basis as of ~~June~~September 30, 2015 or the year ended December 31, 2014.

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~~September 30, 2015 and December 31, 2014, 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.

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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.

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~~September 30, 2015 and 2014, there were 57,987,688 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~~nine months ended ~~June~~September 30, 2015 and 2014, respectively:

	June 30, 2015			June 30, 2014
	September 30, 2015			September 30, 2014
Net Income (Loss) attributable to common shareholders	$	(~~463~~678,~~415~~206	)	$	(1,~~089~~936,~~283~~710	)
Weighted-average common shares Outstanding (Basic)		87321,~~349~~802,~~572~~844			~~799~~910,~~259~~517
Weighted-average common stock Equivalents		57,987,688			50,679,673
Deduction of stock Equivalents not included due to net loss		(57,987,688	)		(50,679,673	)
Weighted-average common shares Outstanding (Diluted)		87321,~~349~~802,~~572~~844			~~799~~910,~~259~~517
Basic Net Income (Loss) per Share	$	(0.0100	)	$	(12.3821	)
Diluted Net Income (Loss) per Share	$	(0.0100	)	$	(12.3821	)

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.

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Recently Issued Accounting Standards

On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-16—Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update do not change the current criteria in GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. That is, an entity will continue to evaluate whether the economic characteristics and risks of the embedded derivative feature are clearly and closely related to those of the host contract, among other relevant criteria. The amendments clarify how current GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. The effects of initially adopting the amendments in this Update should be applied on a modified retrospective basis to existing hybrid financial instruments issued in the form of a share as of the beginning of the fiscal year for which the amendments are effective. Retrospective application is permitted to all relevant prior periods.

On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-17—Business Combinations (Topic 805): Pushdown Accounting (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update provide an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The amendments in this Update are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle.

On August 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-15, Presentation of Financial Statements – Going Concerns (Subtopic 205-40): Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted.

In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The new guidance requires that share-based compensation that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on our financial position or results of operations.

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In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation , to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements of development stage entities. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public companies, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The adoption of ASU 2014-10 is not expected to have a material impact on our financial position or results of operations.

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 December 31, 2013 and 2014, the market value of these shares was $22,500 and $200, respectively. This resulted in an unrealized loss of $2,500 for the year ended December 31, 2013, and a realized loss of $22,300 for the year ended December 31, 2014. We consider the unrealized net loss in 2013 as temporary due to the short length of time the market price for these securities has been below its value on the acquisition date. As of ~~June~~September 30, 2015 and December 31, 2014, the market value of these shares was $53,~~666~~667 and $200, respectively.

On July 18, 2014, the Company executed a mineral property option agreement (the "Agreement") with Ximen Mining Corp. ("Ximen"), a Canadian issuer listed on the TSX Venture Exchange, pursuant to which Ximen may earn up to a 100% interest in the Company's “Brett West” and “Bouleau Creek” mineral claims (the “Brett West Claims”) in southeastern British Columbia. Under the terms of Agreement, Ximen may earn up to a 100% interest in the Brett West Claims by making aggregate payments to North Bay of USD $600,000, consisting of $300,000 in cash and issuing $300,000 in shares of Ximen common stock. Of the aggregate payments, $100,000 in cash and $100,000 in stock are due upon receipt of regulatory acceptance of the agreement by the TSX Venture Exchange, and equal payments of $50,000 cash and $50,000 in shares of Ximen stock are each due upon the 1st, 2nd, 3rd, and 4th 6-month anniversaries of the Agreement. Subsequent to TSX approval on September 5, 2014, and pursuant to the agreement, as of December 31, 2014, the Company received $98,484 of the $100,000 cash consideration due on closing, and received the $1,515 balance due subsequent to December 31, 2014, which was accounted for as accounts receivable as of December 31, 2014. As of December 31, 2014 the Company also received 217,391 shares of Ximen stock. These shares were valued at $100,000 based upon the closing price of Ximen stock on the date the shares were issued. As of ~~June~~September 30, 2015, the Company received $1786,~~500~~579 of the $50,000 cash consideration due on the 1st and 2nd 6 month ~~anniversary~~anniversaries, and there is a $3213,~~500~~421 balance due ~~subsequent~~as toof ~~June~~September 30, 2015, which was accounted for as accounts receivable ~~as of June 30, 2015~~. As of ~~June~~September 30, 2015 the Company also received ~~480~~1,~~077~~801,777 additional shares of Ximen stock on the 1st and 2nd 6 month ~~anniversary~~anniversaries of the Agreement. These shares were valued at $52105,~~887~~755 based upon the closing price of Ximen stock on the date the shares were ~~issued~~granted. The loss was $68,794 for the year ended December 31, 2014. As of ~~June~~September 30, 2015 and December 31, 2014, the market value of these shares was $4172,~~849~~071 and $33,756, respectively.

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.

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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 50,000 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 8% per annum. As of ~~June~~September 30, 2015 and December 31, 2014, the outstanding balance due on the note is $1,697,055 and $1,697,055, 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.

NOTE 6 PROPERTY, PLANT, EQUIPMENT AND MINERAL CLAIM ASSETS

As of ~~June~~September 30, 2015 and December 31, 2014, components of property, plant, and equipment and mineral assets were as follows:

	June 30,			December 31,
	September 30,			December 31,
	2015			2014
Buildings	$	558,885		$	558,885
Machinery and equipment		137,820			137,820
Vehicles		281,602			281,602
Total property, plant and equipment		978,307			978,307
Less: accumulated impairment (1)		(124,343	)		(124,343	)
Less: accumulated depreciation(2)		(~~397~~415,~~405~~526	)		(347,245	)
Property, plant and equipment, net	$	~~456~~438,~~559~~438		$	506,719

	June 30,		December 31,
	September 30,		December 31,
	2015		2014
Mining claims	$	1,792,660	$	1,792,660
Asset retirement costs		3,118		3,118
Total mineral claim assets		1,795,778		1,795,778
Less: accumulated depletion(2)		-		-
Mining claims, net	$	1,795,778	$	1,795,778

(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 $5068,~~160~~281 and $5382,~~896~~682 for the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, respectively. Depletion expense totaled $0 and $0 for the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, respectively.

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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 from 6% to 8% as of January 1, 2015, 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~~September 30, 2015, the outstanding balance due on the note is $1,697,055 plus $5984,~~353~~809 in accrued interest.

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 grand 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, 2014. During the years ended December 31, 2014 and 2013, the outstanding balance due on the Note is $32,445 and $29,970 respectively, which includes $7,445 and $4,970 in accrued interest as of December 31, 2014 and 2013, respectively. As of ~~June~~September 30, 2015, the outstanding balance due on the Note is $33,~~239~~548, which includes $8,~~239~~548 in accrued interest. Repayment of this note has been waived by the lender until November 30, 2015.

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. Repayment of this note has been waived by the lender until November 30, 2015. 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, 2014. As of December 31, 2014, the outstanding balance due on the Note is $128,832, which includes $28,832 in accrued interest. As of ~~June~~September 30, 2015, the outstanding balance due on the Note is $~~126~~136,~~673~~108, which includes $3336,~~695~~108 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. Repayment of this note has been waived by the lender until November 30, 2015. 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 December 31, 2014. As of December 31, 2014, the outstanding balance due on these Notes is $95,770, which includes $20,770 in accrued interest. As of ~~June~~September 30, 2015, the outstanding balance due on the Note is $99101,~~483~~339, which includes $2426,~~483~~339 in accrued interest.

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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. Repayment of this note has been waived by the lender until November 30, 2015. 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, 2014. As of December 31, 2014, the outstanding balance due on this Note is $63,006, which includes $13,006 in accrued interest. As of ~~June~~September 30, 2015, the outstanding balance due on the Note is $6566,~~481~~719, which includes $1516,~~481~~719 in accrued interest.

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. Repayment of this note has been waived by the lender until November 30, 2015. 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, 2014. As of December 31, 2014, the outstanding balance due on this Note is $3133,~~408~~259, which includes $6,408 in accrued interest. As of ~~June~~September 30, 2015, the outstanding balance due on the Note is $3233,~~646~~264, which includes $78,~~646~~264 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 the lesser of 7 cents or the undiscounted VWAP price on the day prior to conversion, with a floor price of 2 cents. Repayment of this note has been waived by the lender until November 30, 2015. 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 of the discount was $37,286 and $17,365 for the twelve months ended December 31, 2013 and 2014, respectively. As of December 31, 2014, the outstanding balance due on this Note is $117,740, which includes $17,740 in accrued interest. As of ~~June~~September 30, 2015, the outstanding balance due on the Note is $~~121~~122,~~240~~990, which includes $2122,~~240~~990 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. As of December 31, 2012, the outstanding balance due on this Note is $132,825, which includes $6,325 accrued in interest. 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. Amortization of the discount was $169,424 for the twelve months ended 2013. 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 56,148 common shares with the conversions which was consistent with the note agreement and therefore no gain or loss was recognized on the conversions. Amortization for the twelve month period ended December 31, 2014 was $49,068, and a debt discount of $25,177 was recorded, net principal of $48,895. During the twelve month period ended December 31, 2014, stock conversions reduced the outstanding balance of principal and accrued interest due by $151,217, and the Company issued an aggregate of 441,047 common shares for the conversions, which was consistent with the note agreement, and therefore no gain or loss was recognized on the conversions. During the ~~six~~nine months ended ~~June~~September 30, 2015, stock conversions reduced the outstanding balance of principal and accrued interest due by $1022,~~862~~222, and the Company issued an aggregate of 54197,~~260~~050,000 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 December 31, 2014, the outstanding balance due on this Note including interest is $68,858 net of $12,717 debt discount. During the three month period ending September 30, 2015, another $5,000 was drawn on this note. As of ~~June~~September 30, 2015, the outstanding balance due on this Note including interest is $7263,~~779~~848.

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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. Repayment of this note has been waived by the lender until November 30, 2015. 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 of the Registrant. The Conversion Price shall be the undiscounted volume weighted average price (VWAP) on the day of conversion, subject to a floor price of $0.0129 per share, and a ceiling price of the undiscounted VWAP on the date prior to each tranche received by the Registrant. 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. Amortization for the twelve month period ended December 31, 2014 was $16,336. As of December 31, 2013, the outstanding balance due on this Note is $419,674 which includes $23,577 in accrued interest. As of December 31, 2014, the outstanding balance due on this Note is $461,607 which includes $51,138 in accrued interest, and a debt discount of $317,497 was recorded, net principal of $92,972. During the ~~six~~nine months ended ~~June~~September 30, 2015, stock conversions reduced the outstanding balance of principal and accrued interest due by $3245,~~022~~572, and the Company issued an aggregate of 86279,~~405~~977,~~952~~381common ~~common~~ shares for the conversions, which was consistent with the note agreement, and therefore no gain or loss was recognized on the conversions. During the ~~six~~nine months ended ~~June~~September 30, 2015, another $5358,000 was drawn on this note, including an OID of $2631,500. The outstanding principal on this draw was $9,264 net of $44,360 debt discount and $624 accrued interest. As of ~~June~~September 30, 2015, the total outstanding balance due on this Note is $~~345~~402,~~176~~320 net of $~~244~~114,~~485~~079 debt discount, and which includes $6673,~~128~~502 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, 2014, the principal balance due on this note was $31,289 plus $1,114 in accrued interest. As of ~~June~~September 30, 2015, the principal balance due on this note was $2516,~~788~~721 plus $1,~~188~~589 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 December 31, 2014 a debt discount of $280,000 was recorded. Amortization on the debt discount was $85,929 during the twelve month period ended December 31, 2014. During the twelve month period ended December 31, 2014, stock conversions reduced the outstanding balance of principal and accrued interest due by $222,989, and the Company issued an aggregate of 1,262,920 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 December 31, 2014, the principal balance due on this note was $99,450, which includes $825 in accrued interest. During the ~~six~~nine months ended ~~June~~September 30, 2015, stock conversions reduced the outstanding balance of principal and accrued interest due by $1627,~~224~~284, and the Company issued an aggregate of 22138,~~505~~205,000 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~~September 30, 2015, this note has matured, and the principal balance due on this note was $8278,~~401~~832 ~~plus~~including $57,~~506~~492 accrued interest.

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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 was $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 20,772 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 December 31, 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 $54,159 for the twelve month period ended December 31, 2014. During the twelve month period ended December 31, 2014, stock conversions fully paid the outstanding balance of principal and accrued interest, and the Company issued an aggregate of 687,373 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 December 31, 2014, the Note has been paid in full and retired.

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 December 31, 2014, both of these notes have been funded, such that the total amount received from this transaction was $60,000, less $3,000 in legal fees, and a commission paid to Carter Terry & Company, a registered broker-dealer, consisting of $4,800 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 $27,727 for the twelve month period ended December 31, 2014. During the twelve month period ended December 31, 2014, stock conversions reduced the outstanding balance of principal and accrued interest due by $33,672, and the Company issued an aggregate of 1,820,838 common shares for the conversions, which was consistent with the note agreement, and therefore no gain or loss was recognized on the conversions. During the ~~six~~nine month period ended ~~June30~~September 30, 2015, stock conversions reduced the outstanding balance of principal and accrued interest due by $1720,~~001~~558, and the Company issued an aggregate of 79 105,~~731~~141,~~872~~086 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 December 31, 2014, the principal balance due on this note was $34,564, which includes $1,564 in accrued interest. As of ~~June~~September 30, 2015, this note has matured, and the principal balance due on this note was $3215,~~550 net of $2~~130,~~980~~ ~~debt discount, and~~ which includes $2,~~530~~456 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 twelve month period ended December 31, 2014. As of December 31, 2014, the principal balance due on this note was $40,116, which includes $1,616 in accrued interest. As of ~~June~~September 30, 2015, this note has matured, and the principal balance due on this note was $2341,~~896~~485, which includes $2,~~396~~984 in accrued interest.

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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 $17,575 for the twelve month period ended December 31, 2014. During the twelve month period ended December 31, 2014, stock conversions fully paid the outstanding balance of principal and accrued interest, and the Company issued an aggregate of 845,634 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 December 31, 2014, the Note has been paid in full and retired.

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 $55,000 including amortization of $31,870 as of December 31, 2014. During the twelve month period ended December 31, 2014, stock conversions fully paid the outstanding balance of principal and accrued interest, and the Company issued an aggregate of 858,750 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 December 31, 2014, the Note has been paid in full and retired

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 $20,711 as of December 31, 2014. During the twelve month period ended December 31, 2014, stock conversions reduced the outstanding balance of principal and accrued interest due by $9,514, and the Company issued an aggregate of 84,946 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 December 31, 2014, the principal balance due on this note was $36,489, which includes $2,003 in accrued interest, and a debt discount of $9,438 was recorded, net principal of $25,048. As of ~~June~~September 30, 2015, this note has matured, and the principal balance due on this note was $3738,~~868~~558, which includes $34,~~382~~072 in accrued interest.

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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 $53,112 including amortization of $23,788 as of December 31, 2014. During the twelve month period ended December 31, 2014, stock conversions reduced the outstanding balance of principal and accrued interest due by $24,741, and the Company issued an aggregate of 1,333,355 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 December 31, 2014, the principal balance due on this note was $33,457, which includes $3,198 in accrued interest, and a debt discount of $8,560 was recorded, net principal of $21,699. During the ~~six~~nine months ended ~~June~~September 30, 2015, stock conversions reduced the outstanding balance of principal and accrued interest due by $1117,~~598~~022, and the Company issued an aggregate of 3588,~~112~~853,~~129~~409 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~~September 30, 2015, this note has matured, and the principal balance due on this note was $2318,~~204~~167, which includes $4,~~273~~659 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, and a third tranche of $50,000 was received on August 8, 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 $16,500 discount as a result of the principal owed ($165,000) exceeding the cash received ($150,000). This resulted in a total discount limited to the Note principal of $170,000 including amortization of $41,403 as of December 31, 2014. As of December 31, 2014, the principal balance due on this note was $179,947, which includes $9,547 in accrued interest, and a debt discount of $96,745 was recorded, net principal of $73,655. As of ~~June~~September 30, 2015, this note has matured, and the principal balance due on this note was $~~188~~192,~~047~~297, which includes $1822,~~047~~297 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 $13,975 as of December 31, 2014. As of December 31, 2014, the principal balance due was $38,674, which includes $1,274 in accrued interest, and a debt discount of $30,080 was recorded, net principal of $7,320. As of ~~June~~September 30, 2015, this note has matured, and the principal balance due was $3940,~~544~~012, which includes $2,~~144~~612 in accrued interest.

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On July 14, 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. The debt discount resulting from the derivative was valued on the date of grant to be $100,000 on the note. This value was recorded as a discount on debt and offset to derivative liability. This resulted in a total discount limited to the Note principal of $100,000 including amortization of $42,391 as of December 31, 2014. As of December 31, 2014, the principal balance due was $104,658, which includes $4,658 in accrued interest, and a debt discount of $7,609 was recorded, net principal of $92,391. During the ~~six~~nine months ended ~~June~~September 30, 2015, stock conversions reduced the outstanding balance of principal and accrued interest due by $15,941, and the Company issued an aggregate of 42,279,299 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~~September 30, 2015, ~~the~~this note is in default, with a principal balance due on this note ~~was~~of $9395,~~457~~757, which includes $911,~~398~~698 in accrued interest.

On August 6, 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. The debt discount resulting from the derivative was valued on the date of grant to be $97,603 on the note. This value was recorded as a discount on debt and offset to derivative liability. In addition there was a $16,500 discount as a result of the principal owed ($98,500) exceeding the cash received ($82,000). This resulted in a total discount limited to the Note principal of $98,500 including amortization of $19,844 as of December 31, 2014. As of December 31, 2014, the principal balance due was $101,786, which includes $3,286 in accrued interest, and a debt discount of $45,462 was recorded, net principal of $53,038. During the ~~six~~nine months ended ~~June~~September 30, 2015, stock conversions reduced the outstanding balance of principal and accrued interest due by $2528,~~125~~050, and the Company issued an aggregate of 6888,~~909~~409,784 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~~September 30, 2015, this note has matured, and the principal balance due on this note was $8180,~~722~~457, which includes $810,~~347~~077 in accrued interest.

On August 7, 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. The debt discount resulting from the derivative was valued on the date of grant to be $20,000 on the note. This value was recorded as a discount on debt and offset to derivative liability. This resulted in a total discount limited to the Note principal of $20,000 including amortization of $2,959 as of December 31, 2014. As of December 31, 2014, the principal balance due was $20,400, which includes $400 in accrued interest, and a debt discount of $12,000 was recorded, net principal of $8,000. During the ~~six~~nine months ended ~~June~~September 30, 2015, stock conversions reduced the outstanding balance of principal and accrued interest due by $27,~~000~~600, and the Company issued an aggregate of 1262,500,000 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~~September 30, 2015, this note has matured, and the principal balance due was $1613,~~806 net of $2~~455,~~082~~ ~~debt discount,~~ which includes $~~888~~1,055 in accrued interest.

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On September 3, 2014, 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, a 3% Closing and Due Diligence Fee, 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 twenty four (24) 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 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 initial consideration received as of the date of this report is $75,000. In connection with this transaction, a commission has been paid to Meyers and Associates, a registered broker-dealer, consisting of $5,250 in cash. The debt discount resulting from the derivative was valued on the date of grant to be $77,569 on the note. This value was recorded as a discount on debt and offset to derivative liability. In addition there was a $7,500 discount as a result of the principal owed ($82,500) exceeding the cash received ($75,000). This resulted in a total discount limited to the Note principal of $84,750 including amortization of $3,130 as of December 31, 2014. As of December 31, 2014, the principal balance due was $89,224, which includes $6,499 in accrued interest, and a debt discount of $70,953 was recorded, net principal of $11,772. As of ~~June~~September 30, 2015, the principal balance due was $4153,~~323~~023 net of $4939,~~969~~303 debt discount, which includes $89,~~567~~601 in accrued interest.

On September 3, 2014, the Company issued a $53,000 Convertible Promissory Note ("the KBM Note") to KBM Worldwide, Inc. ("KBM", or “the Lender”). The interest rate on the KBM Note is 8% per annum, and the KBM Note has a maturity date of twelve (12) months from the Effective Date. The KBM Note carries a $5,000 original issue discount (the “OID”), as well as $3,000 in transaction fees, such that the purchase price is $48,000, and the net consideration received by the Company is $45,000. The Company retains the option of pre-paying the KBM 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 KBM 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 $3,600 in cash. The debt discount resulting from the derivative was valued on the date of grant to be $50,373 on the note. This value was recorded as a discount on debt and offset to derivative liability. This value was recorded as a discount on debt and offset to derivative liability. In addition there was a $8,000 discount as a result of the principal owed ($53,000) exceeding the cash received ($45,000). This resulted in a total discount limited to the Note principal of $55,000 including amortization of $3,899 as of December 31, 2014. As of December 31, 2014, the principal balance due was $54,461, which includes $1,461 in accrued interest, and a debt discount of $35,815 was recorded, net principal of $17,185. As of ~~June~~September 30, 2015, this note has matured, and the principal balance due was $4556,~~444 net of $9~~180,~~676~~ ~~debt discount,~~ which includes $23,~~120~~180 in accrued interest.

On December 5, 2014, the Company and Tangiers Investors, LP ("Tangiers", or “the Lender”) executed a Master Loan and Security Agreement (the "Agreement") pertaining to an aggregate of nine (9) convertible notes (the “Notes”) previously issued to Tangiers since December 29, 2011, and currently outstanding in the aggregate principal amount of $794,323 plus accrued interest. The Agreement extends the maturity date on all of the Notes collectively to November 30, 2015, and resets the conversion price as applied to the first principal amount of $100,000 of any of the Notes that Tangiers elects to convert into shares to 70% of the of the lowest VWAP of the Registrant’s common stock during the twenty (20) consecutive trading days prior to the date of conversion. The Agreement also provides that a forbearance fee in the amount of $150,000 shall be added to the aggregate principal balance due. All other terms of the individual Notes as originally agreed remain in effect. As of ~~June~~September 30, 2015, a discount on forbearance was recorded, net principal of $150,000, $8527,~~069~~123 in debt discount, and $57,~~250~~875 in accrued interest.

~~During~~On July 24, 2015, the ~~six~~Company issued a $100,000 Convertible Promissory Note ("the Zaco Note") to Zaco Investments LLC ("Zaco", or “the Lender”). The interest rate on the Note is 5% per annum, and the Note has a maturity date of twelve (12) months ~~ended~~from ~~June~~the 30Effective Date. The Principal Sum due to the Lender shall be prorated based on the consideration actually paid by the Lender, ~~2015~~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 $1510,000. The Company retains the option of pre-paying the Note at no penalty. Unless the Note is repaid in cash ~~advances~~within ~~from~~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 ~~shareholder~~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. The debt discount resulting from the derivative was valued on the date of grant to be $10,000 ~~collateralized~~on bythe note. This value was recorded as a discount on debt and offset to derivative liability. This resulted in a total discount limited to the ~~Company’s~~Note ~~ownership~~principal of ~~217~~$10,~~391~~000 ~~shares~~including amortization of ~~Ximen~~$5,101 ~~Mining~~and ~~Corp~~$4,139 discount as of September 30, 2015. As of ~~June~~September 30, 2015, the principal balance due onwas ~~this~~$5,956 ~~loan~~net ~~was~~of $154,~~346~~139 discount, which includes $~~346~~95 in accrued interest.

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~~The~~During ~~following~~the ~~table~~nine ~~summarizes~~months ~~all~~ended ofSeptember 30, 2015, the ~~Convertible~~Company ~~Notes~~received ~~outstanding~~$20,000 asin cash advances from a shareholder, collateralized by the Company’s ownership of ~~June~~217,391 shares of Ximen Mining Corp. As of September 30, 2015, the aforementioned 217,391 shares were sold for $12,350 CAD, and ~~December~~$4,579 31USD has been repaid on this loan. As of September 30, ~~2014:~~2015, the balance due on this loan was $16,937 net of discount of $4,003, which includes $519 in accrued interest.

	June 30, 2015			December 31, 2014
Mortgage payable – Ruby Mine	$	1,697,055		$	1,697,055
Secured note payable with annual interest rate of 8%		25,788			30,099
Discount on note payable		-			-
Net note payable		1,722,843			1,727,154
Convertible notes:
Secured convertible notes payable with annual interest rate of 10%		252,400			220,000
Unsecured convertible notes payable with annual interest rate of 10%		84,059			195,279
Unsecured convertible notes payable with annual interest rate of 9.9%		267,977			275,000
Unsecured convertible notes payable with annual interest rate of 8%		179,792			298,500
Unsecured convertible notes payable with annual interest rate of 7%		688,470			486,968
Unsecured convertible notes payable with annual interest rate of 6%		15,000			-
Unsecured convertible notes payable with annual interest rate of 5%		255,834			332,275
Discount on debt from derivative valuation		(309,197	)		(762,510	)
Total convertible notes		1,434,335			1,045,512
Total Debt	$	3,157,178		$	2,772,666

The following table summarizes all of the Convertible Notes outstanding as of September 30, 2015 and December 31, 2014:

	September 30, 2015			December 31, 2014
Mortgage payable – Ruby Mine	$	1,697,055		$	1,697,055
Secured note payable with annual interest rate of 8%		16,721			30,099
Discount on note payable		-			-
Net note payable		1,713,776			1,727,154
Convertible notes:
Secured convertible notes payable with annual interest rate of 10%		241,341			220,000
Unsecured convertible notes payable with annual interest rate of 10%		84,059			195,279
Unsecured convertible notes payable with annual interest rate of 9.9%		250,000			275,000
Unsecured convertible notes payable with annual interest rate of 8%		171,444			298,500
Unsecured convertible notes payable with annual interest rate of 7%		702,896			486,968
Unsecured convertible notes payable with annual interest rate of 6%		10,421			-
Unsecured convertible notes payable with annual interest rate of 5%		250,549			332,275
Discount on debt from derivative valuation		(166,985	)		(762,510	)
Total convertible notes		1,543,725			1,045,512
Total Debt	$	3,257,501		$	2,772,666

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~~September 30, 2015, and December 31, 2014, was $93,~~633~~151 and 31,049, respectively. Amortization was $4754,~~916~~398 and $1375,~~536~~492 for the ~~six~~nine month periods ended ~~June~~September 30, 2015 and 2014, 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 twelve month period ending December 31, 2014, 1,841 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~~September 30, 2015, $19,440 in stock payable related to deferred financing costs remains due.

NOTE 9 DERIVATIVE LIABILITIES

During the year ended December 31, 2014, the Company issued additional convertible notes totaling $1,147,500, which were considered tainted upon issuance. The related derivative liability was valued at inception and equal to $1,701,255 from a $188,497 loss and a $1,512,758 discount. In addition, the Company retired $503,503 in stock conversions, which resulted in a settlement of derivative liabilities to additional paid in capital of $850,355. All instruments with embedded derivative liabilities or included in the derivative liability due to the tainted equity environment were re-valued at December 31, 2014, with all changes flowing through the gain/loss on derivative for a total gain on derivative of $326,673 for the twelve months ended December 31, 2014. The derivative liability related to convertible debt was valued at $1,383,730, and the derivative liability related to warrants was $83 as of December 31, 2014.

During the ~~six~~nine months ended ~~June~~September 30, 2015, the Company ~~did~~issued ~~not~~one ~~issue any~~ additional convertible ~~notes. An~~note for consideration of $10,000, and an additional $2838,000 was drawn from an existing ~~note~~notes, which was considered tainted upon issuance. The related derivative liability of this draw was valued at inception and equal to $16,364 net of $1125,~~636~~901 debt discount. In addition, the Company settled $~~130~~335,~~773~~379 in stock conversions, which resulted in a settlement of derivative liabilities to additional paid -in capital of $~~248~~335,~~966~~379. All instruments with embedded derivative liabilities or included in the derivative liability due to the tainted equity environment were re-valued at ~~June~~September 30, 2015, with all changes flowing through the gain/loss on derivative for a total ~~loss~~gain on derivative of $~~409~~431,~~641~~015 for the ~~six~~nine months ended ~~June~~September 30, 2015. The derivative liability related to convertible debt was valued at $~~786~~693,~~847~~325, and the derivative liability related to warrants was nil.

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The following shows the changes in the derivative liability measured on a recurring basis for the ~~six~~nine months ended ~~June~~September 30, 2015, and for the year ended December 31, 2014.

Derivative Liability at December 31, 2014	$	1,383,813
Gain(Loss) on Derivative Liability		(409,641	)
(Gain)Loss on Derivative Liability		(431,015	)
Settlement to APIC from Conversion		(~~248~~335,~~966~~379	)
Additions to Liability for Convertible Debt recorded as debt discount		6175,~~641~~906
Additions to Liability for Convertible Debt expensed due to value of derivative exceeding debt		-
Derivative Liability at June 30, 2015	$	786,847
Derivative Liability at September 30, 2015	$	693,325

The following tabular presentation reflects the components of derivative financial instruments on the Company’s balance sheet at ~~June~~September 30, 2015 and December 31, 2014:

Derivative Liabilities:	~~June~~September 30, 2015		December 31, 2014
Embedded derivative liability in convertible debt	$	~~449~~440,~~261~~897	$	753,258
Derivative liability due to tainted equity – convertible debt		~~337~~252,~~586~~428		630,472
Derivative liability due to tainted equity – warrants		-		83
Total Derivative Liability	$	~~786~~693,~~847~~325	$	1,383,813

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 50,000 shares of our outstanding common stock are subject to possible rescission. The maximum potential liability as of December 31, 2014 and December 31, 2013 was $0 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.

The following shows the changes in the redeemable common stock from October 24, 2011 through December 31, 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
Redeemable common stock recorded to APIC at September 30, 2014	$	(697,046	)
Redeemable common stock value at December 31, 2014	$	0

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As of September 30, 2014, the federal statute of limitations as defined in the federal Securities Act has expired. Accordingly, redemption is now considered remote, and the shares have been moved from the mezzanine section of the balance sheet to Stockholders’ Equity.

As of ~~June~~September 30, 2015 and December 31, 2014, 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. 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.

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. On February 17, 2015, the Company effected a 1 for 200 reverse stock split. 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 10,000 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 25,000 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~~September 30, 2015 and December 31, 2014, the outstanding balance of the NQDC plan is $1,~~043~~094,624 and $947,624, 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		1,250	$	31,250
12/21/2007	Common		50,000	$	900,000
12/16/2008	Common		12,500	$	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.

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The following table illustrates the inputs used to calculate the current Asset Retirement Obligation as of ~~June~~September 30, 2015 and December 31, 2014.

Cost estimate for reclamation work at today's cost	$	172,914
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 12/31/14	$	4,952
Adjustment		-
Accretion Expense		~~152~~228
Asset retirement obligation at 6/30/15	$	5,104
Asset retirement obligation at 9/30/15	$	5,180

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, 2014, $82,000 of the amount due was paid in cash, and $134,000 accrued to deferred compensation. During the ~~six~~nine months ended ~~June~~September 30, 2015, $1215,000 of the amount due was paid in cash, and $96147,000 accrued to deferred compensation. As of ~~June~~September 30, 2015 and December 31, 2014, the outstanding balance accrued to deferred compensation is $1,~~043~~094,624 and $947,624, respectively.

During the twelve month period ended December 31, 2014, a director of the Company purchased 3.71 ounces of specimen gold from Ruby Gold, Inc., for $6,850, representing a 50% premium above the spot price of gold on the date of the transactions. $4,447 of this amount was recorded as gold sales, with $2,403 recorded as donated capital.

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 December 31, 2014, the Company has repaid the cash advance in its entirety, plus interest.

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 was amortized straight line over the term of the agreement, with $4,289 amortized during 2014, and has been fully amortized as of December 31, 2014.

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NOTE 16 SHARE ISSUANCES

During 2014, the Company issued a total of 469,300 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 $766,500.

During 2014, and pursuant to two partial conversion notices received, the Company issued an aggregate of 645,643 shares of common stock of the Company to satisfy $85,629 of the principal and interest due on a Promissory Note dated October 2, 2012 with Tangiers Investors, LP, ("Tangiers").

During 2014, and pursuant to a conversion notice received, the Company issued 20,772 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").

During 2014, and pursuant to eleven partial conversion notices received, the Company issued an aggregate of 441,047 shares of common stock of the Company to satisfy $151,217 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 2014, and pursuant to ten partial conversion notices received, the Company issued an aggregate of 1,262,920 shares of common stock of the Company to satisfy $302,565 of the principal and interest due on a Promissory Note dated October 1, 2013 with Typenex Co-Investment, LLC ("Typenex"). Included in the 1,262,920 shares was $44,530 in true-up shares.

During 2014, and pursuant to ten partial conversion notices received, the Company issued 687,373 shares of common stock of the Company to satisfy $56,810 of the principal and interest due on a Promissory Note ("the Note") dated January 31, 2014 with GEL Properties, LLC (“GEL”).

During 2014 and pursuant to eight partial conversion notices received, the Company issued 845,634 shares of common stock of the Company to satisfy $33,992 of the principal and interest due on a Promissory Note ("the Note") dated March 13, 2014 with Union Capital LLC ("Union").

During 2014 and pursuant to a partial conversion notice received, the Company issued 84,946 shares of common stock of the Company to satisfy $9,514 of the principal and interest due on a Promissory Note ("the Note") dated April 10, 2014 with Caesar Capital Group, LLC ("Caesar ").

During 2014 and pursuant to ten partial conversion notices received, the Company issued 858,750 shares of common stock of the Company to satisfy $48,360 of the principal and interest due on a Promissory Note ("the Note") dated March 27, 2014 with Beaufort Capital Partners LLC ("Beaufort").

During 2014 and pursuant to six partial conversion notices received, the Company issued an aggregate of 1,333,355 shares of common stock of the Company to satisfy $24,741 of the principal and interest due on a Promissory Note ("the Note") dated April 21, 2014 with WHC Capital, LLC ("WHC ").

During 2014, and pursuant to ten conversion notices received, the Company issued 1,820,838 shares of common stock of the Company to satisfy $33,672 of the principal and interest due on a Promissory Note dated February 3, 2014 with LG Capital Funding LLC ("LG").

During 2014, the Company issued 1,841 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 shares were valued at $10,310 based on the closing market price on the date of the grant.

During 2014, $19,440 in stock payable (7,155 shares) is due to Carter Terry & Company, a registered broker-dealer, as additional commissions payable but not yet issued.

During 2014, the Company issued 500 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 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”) to increase Company’s authorized shares of common stock to 7,500,000,000 shares, par value $0.00001 per share.

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During the three month period ended March 31, 2015, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to implement a 1-for-200 reverse stock split of the Company’s outstanding common stock. The reverse stock split became effective on February 17, 2015. An additional 522 shares were issued to round up fractional shares as a result of the reverse stock split.

During the ~~six~~nine month period ended ~~June~~September 30, 2015, and pursuant to six partial conversion notices received, the Company issued an aggregate of 42,279,299 shares of common stock of the Company to satisfy $15,941 of the principal and interest due on a Promissory Note dated July 14, 2014 with JSJ Investments Inc.

During the ~~six~~nine month period ended ~~June~~September 30, 2015, and pursuant to ~~eight~~ten partial conversion notices received, the Company issued an aggregate of 3588,~~112~~853,~~129~~409 shares of common stock of the Company to satisfy $1117,~~598~~022 of the principal and interest due on a Promissory Note dated April 21, 2014 with WHC Capital, LLC.

During the ~~six~~nine month period ended ~~June~~September 30, 2015, and pursuant to ~~twelve~~fifteen partial conversion notices received, the Company issued an aggregate of 86279,~~405~~977,~~952~~381 shares of common stock of the Company to satisfy $3245,~~022~~572 of the principal and interest due on a Promissory Note dated October 2, 2012 with Tangiers Investors LP.

During the ~~six~~nine month period ended ~~June~~September 30, 2015, and pursuant to ~~five~~seven partial conversion notices received, the Company issued an aggregate of 22138,~~505~~205,000 shares of common stock of the Company to satisfy $1627,~~224~~285 of the principal and interest due on a Promissory Note dated October 1, 2013 with Typenex Co-Investment, LLC.

During the ~~six~~nine month period ended ~~June~~September 30, 2015, and pursuant to ~~sixteen~~seventeen partial conversion notices received, the Company issued an aggregate of 6888,~~909~~409,784 shares of common stock of the Company to satisfy $2528,~~125~~050 of the principal and interest due on a Promissory Note dated August 6, 2014 with KBM Worldwide, Inc.

During the ~~six~~nine month period ended ~~June~~September 30, 2015, and pursuant to ~~seven~~eleven partial conversion notices received, the Company issued an aggregate of 54197,~~260~~050,000 shares of common stock of the Company to satisfy $1022,~~862~~222 of the principal and interest due on a Promissory Note dated July 11, 2012 with JMJ Financial.

During the ~~six~~nine month period ended ~~June~~September 30, 2015, and pursuant to ~~nine~~ten conversion notices received, the Company issued an aggregate of 79105,~~731~~141,~~872~~086 shares of common stock of the Company to satisfy $1720,~~001~~558 of the principal and interest due on a Promissory Note dated February 3, 2014 with LG Capital Funding LLC.

During the ~~six~~nine month period ended ~~June~~September 30, 2015, and pursuant to a conversion notice received, the Company issued an aggregate of 1262,500,000 shares of common stock of the Company to satisfy $27,~~000~~600 of the principal and interest due on a Promissory Note dated August 7, 2014 with RLS Premiere Financial LLC.

NOTE 17 WARRANTS

A summary of activity related to the Company’s warrant activity for the period from December 31, 2013 through ~~June~~September 30, 2015 is presented below:

					Weighted
			Weighted		Average
			Average		Remaining
	Number		Exercise Price		Contractual
	Outstanding		Per Share		Life (Years)
Outstanding at December 31, 2013		23,550,000		0.045		4.75
Granted		-		-		-
Exercised		-		-		-
Canceled/forfeited/expired		-		-		-
Outstanding at December 31, 2014		23,550,000		0.045		3.75
Granted		-		-		-
Exercised		-		-		-
Canceled/forfeited/expired		-(2,500,000)		-		-
Outstanding at June 30, 2015		23,550,000		0.045		3.25
Outstanding at September 30, 2015		21,050,000		0.045		3.25

NOTE 18 SUBSEQUENT EVENTS

Subsequent to September 30, 2015 and pursuant to a partial conversion notice received, the Company issued an aggregate of 50,477,841 shares of common stock of the Company to satisfy $3,533 of the principal and interest due on a Promissory Note dated April 21, 2014 with WHC Capital, LLC.

Subsequent to September 30, 2015, the Company agreed to sell its 33,333 shares of Caribou King Resources Ltd. to a private 3rd party in Canada.

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NOTE 18 SUBSEQUENT EVENTS

Subsequent to June 30, 2015 and pursuant to two partial conversion notices received, the Company issued an aggregate of 110,000,000 shares of common stock of the Company to satisfy $7,700 of the principal and interest due on a Promissory Note dated October 2, 2012 with Tangiers Investors LP.

Subsequent to June 30, 2015 and pursuant to two partial conversion notices received, the Company issued an aggregate of 115,700,000 shares of common stock of the Company to satisfy $11,060 of the principal and interest due on a Promissory Note dated October 1, 2013 with Typenex Co-Investment, LLC ("Typenex").

Subsequent to June 30, 2015 and pursuant to a partial conversion notice received, the Company issued an aggregate of 23,741,280 shares of common stock of the Company to satisfy $3,324 of the principal and interest due on a Promissory Note dated April 21, 2014 with WHC Capital, LLC.

Subsequent to June 30, 2015 and pursuant to a conversion notice received, the Company issued 25,409,214 shares of common stock of the Company to satisfy $3,557 of the principal and interest due on a Promissory Note dated February 3, 2014 with LG Capital Funding LLC ("LG").

Subsequent to June 30, 2015 and pursuant to a partial conversion notice received, the Company issued an aggregate of 19,500,000 shares of common stock of the Company to satisfy $2,925 of the principal and interest due on a Promissory Note dated August 6, 2014 with KBM Worldwide, Inc.

Subsequent to June 30, 2015 and pursuant to two partial conversion notices received, the Company issued an aggregate of 52,990,000 shares of common stock of the Company to satisfy $5,074 of the principal and interest due on a Promissory Note dated July 11, 2012 with JMJ Financial.

Subsequent to June 30, 2015 and pursuant to two partial conversion notice received, the Company issued an aggregate of 50,000,000 shares of common stock of the Company to satisfy $5,600 of the principal and interest due on a Promissory Note dated August 7, 2014 with RLS Premiere Financial LLC.

Subsequent to June 30, 2015, the Company issued a $100,000 Convertible Promissory Note ("the Note") to Zaco Investments LLC ("Zaco", 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 $10,000. The Company retains the option of pre-paying the Note at no penalty. 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.

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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, 2014.

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. 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.

WeOn ~~are~~July an1, ~~exploration~~2011 ~~stage~~we ~~company~~acquired Ruby Gold, Inc. and ~~there~~the Ruby Mine. The Ruby Mine is noan ~~assurance~~underground ~~that~~placer aand ~~commercially~~lode ~~viable~~mine ~~mineral~~located ~~deposit~~between ~~exists~~Downieville onand ~~any~~Forest City, in Sierra County, California. With the exception of ~~our~~the Ruby Mine, we currently do not control any properties with active or imminent mining operations in the United States. ~~Further~~Work ~~exploration~~commenced ~~will~~at bethe ~~required~~Ruby ~~before~~Mine ~~any~~during ~~final~~Q4 ~~evaluation~~2011 asto 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 ~~economic~~Black ~~viability~~Channel and ~~feasibility~~the Big Bend mining targets. Mill renovation has been completed, and the wash plant is fully operational as of ~~any~~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 ~~projects~~activities ~~can~~will be ~~determined~~successful. As of September 30, 2015, exploration expenditures including construction and renovation costs directly related to the Ruby tunnel rehab and excluding acquisition, depreciation, and regulatory expenses totaled $2,790,393.

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, 2015, exploration expenditures including construction and renovation costs directly related to the Ruby tunnel rehab and excluding acquisition, depreciation, and regulatory expenses totaled $2,790,393.

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 has not yet been completed. 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 the ~~six~~nine month period ended ~~June~~September 30, 2015 and ~~June~~September 30, 2014, gains from option agreements totaled $~~100~~200,000 and $0200,000, respectively. As of the ~~six~~nine month period ended ~~June~~September 30, 2015 and ~~June~~September 30, 2014, cash gains from claim sales totaled $0 and $02,000, respectively. As per GAAP, these revenues have been classified as “Other Income”. Top-line revenue is reserved for when we begin actual mining operations and begin generating revenue from mine production.

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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.

On July 15, 2014, the Company executed a mineral property option agreement with Ximen Mining Corp. ("Ximen"), a Canadian issuer listed on the TSX Venture Exchange, pursuant to which Ximen may earn up to a 100% interest in the Registrant's “Brett West” and “Bouleau Creek” mineral claims (the “Brett West Claims”) in southeastern British Columbia. Under the terms of Agreement, Ximen may earn up to a 100% interest in the Brett West Claims by making aggregate payments to North Bay of USD $600,000, consisting of $300,000 in cash and issuing $300,000 in shares of Ximen common stock. Of the aggregate payments, $100,000 in cash and $100,000 in stock are due upon receipt of regulatory acceptance of the agreement by the TSX Venture Exchange, and equal payments of $50,000 cash and $50,000 in shares of Ximen stock are each due upon the 1st, 2nd, 3rd, and 4th 6-month anniversaries of the Agreement. This regulatory approval has been received, and as of December 31, 2014, the initial consideration has been paid, including 217,391 shares of Ximen common stock at a market value on issuance of $0.46 per share. As of ~~June~~September 30, 2015, the Company received $ 2886,~~928~~579 of the $50,000 cash consideration due on the 1st and 2nd 6 month ~~anniversary~~anniversaries, and there is a $2113,~~072~~421 balance due as of ~~June~~September 30, 2015, which was accounted for as accounts receivable. ~~Subsequent to June 30, 2015, the Company received an additional $7,651 payment on this receivable, and the outstanding balance due is $13,421 as of the date of this report.~~ As of ~~June~~September 30, 2015 the Company also received ~~480~~1,~~077~~801,777 additional shares of Ximen stock on the 1st and 2nd 6 month ~~anniversary~~anniversaries of the Agreement. These shares were valued at $50105,~~000~~755 based upon the closing price of Ximen stock on the date the shares were ~~issued~~granted.

32As of September 30, 2015, we own the mineral rights to 145 mining claims in British Columbia encompassing an aggregate of 23,362 acres (9,458 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 September 30, 2015.

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As of June 30, 2015, we own the mineral rights to 145 mining claims in British Columbia encompassing an aggregate of 23,362 acres (9,458 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, 2015.

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.

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 $19,~~258~~473,~~969~~760 as of ~~June~~September 30, 2015. In addition, we have a working capital deficit of $5,~~357~~422,~~745~~935 as of ~~June~~September 30, 2015. We had a net loss of $~~463~~678,~~415~~206 for the ~~six~~nine months ended ~~June~~September 30, 2015, and we had net losses of $3,260,401 and $2,059,305 for the years ended December 31, 2014 and 2013, 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, 2014 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, 2014 the accumulated deficit attributable to CEO compensation is $947,624 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 in cash 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 nine years since 2006 consists 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, $100,000 in 2013, and $82,000 in 2014. These cash expenditures are also included in the accumulated deficit.

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

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

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Summary of Significant Accounting Policies

Revenue Recognition

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

Revenue is recognized when the following conditions are met:

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

(b) the price is fixed or determinable;

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

Mineral Property Costs

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

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Fair Value of Financial Instruments

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

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

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

The Company 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 months ended June 30, 2015, 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, 2015, 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%.33

	Balance at December 31, 2014		New Issuances		Settlements			Changes in Fair Values			Balance at June 30, 2015
Level 3 –
Derivative liabilities from:
Conversion features – embedded derivative	$	753,258	$	-	$	(118,459	)	$	(185,538	)	$	449,261
Conversion features – tainted equity		630,472		61,641		(130,507	)		(224,020	)		337,586
Warrants – tainted equity		83		-		-			(83	)		-
	$	1,383,813	$	61,641	$	(248,966	)	$	(409,641	)	$	786,847

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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 nine months ended September 30, 2015, 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 September 30, 2015, 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, 2014		New Issuances		Settlements			Changes in Fair Values			Balance at September 30, 2015
Level 3 –
Derivative liabilities from:
Conversion features – embedded derivative	$	753,258	$	9,315	$	(191,186	)	$	(130,490)		$	440,897
Conversion features – tainted equity		630,472		66,591		(144,193	)		(300,442	)		252,428
Warrants – tainted equity		83		-		-			(83	)		-
	$	1,383,813	$	75,906	$	(335,379	)	$	(431,015	)	$	693,325

The following table presents assets and liabilities that were measured and recognized at fair value as of December 31, 2014 and the year then ended on a recurring basis:

								Total
								Unrealized
Description	Level 1		Level 2		Level 3			Loss
Available For Sale Securities	$	33,956	$	-		$	-	$	-
Totals	$	33,956	$	-		$	-	$	-

The following table presents assets that were measured and recognized at fair value as of ~~June~~September 30, 2015:

Total

Unrealized

Description

Level 1

Level 2

Level 3

~~Level 3~~

Loss

Available For Sale Securities

4775,~~515~~738

Totals

4775,~~515~~738

35The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of September 30, 2015 and December 31, 2014:

	Fair Value Measurements at September 30, 2015
	Level 1		Level 2			Level 3
Assets
Cash	$	46,608	$	-		$	-
Certificates of Deposit		173,434		-			-
Total assets		220,042		-			-
Liabilities
Convertible notes		-		1,543,725			-
Derivative Liabilities		-		-			693,325
Note payable, Ruby		-		1,697,055			-
Notes payable, equipment		-		16,721			-
Total liabilities		-		3,257,501			693,325
	$	220,042	$	(3,257,501	)	$	(693,325	)

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The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of June 30, 2015 and December 31, 2014:

	Fair Value Measurements at December 31, 2014
	Level 1		Level 2			Level 3
Assets
Cash	$	32,060	$	-		$	-
Certificates of Deposit		173,200		-			-
Total assets		205,260		-			-
Liabilities
Convertible notes		-		1,045,512			-
Derivative Liabilities		-		-			1,383,813
Note payable, Ruby		-		1,697,055			-
Note payable, equipment		-		30,099			-
Total liabilities		-		2,772,666			1,383,813
	$	205,260	$	(2,772,666	)	$	(1,383,813	)

	Fair Value Measurements at June 30, 2015
	Level 1		Level 2			Level 3
Assets
Cash	$	2,947	$	-		$	-
Certificates of Deposit		173,355		-			-
Total assets		176,302		-			-
Liabilities
Convertible notes		-		1,434,335			-
Derivative Liabilities		-		-			786,847
Note payable, Ruby		-		1,697,055			-
Notes payable, equipment		-		25,788			-
Total liabilities		-		3,157,178			786,847
	$	176,302	$	(3,157,178	)	$	(786,847	)

	Fair Value Measurements at December 31, 2014
	Level 1		Level 2			Level 3
Assets
Cash	$	32,060	$	-		$	-
Certificates of Deposit		173,200		-			-
Total assets		205,260		-			-
Liabilities
Advance Gold Sales		-		-			-
Convertible notes		-		1,045,512			-
Derivative Liabilities		-		-			1,383,813
Note payable, Ruby		-		1,697,055			-
Note payable, equipment		-		30,099			-
Total liabilities		-		2,772,666			1,383,813
	$	205,260	$	(2,772,666	)	$	(1,383,813	)

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~~nine months ended ~~June~~September 30, 2015 or the year ended December 31, 2014.

The Company had no other assets or liabilities valued at fair value on a recurring or non-recurring basis as of ~~June~~September 30, 2015 or the year ended December 31, 2014.

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~~September 30, 2014, no options or warrants have been issued for compensation and none are outstanding. As of ~~June~~September 30, 2015, 20.5 million warrants have been issued and are outstanding in connection with the Ruby Mine Purchase Option Agreement executed on September 27, 2010.

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Beneficial Conversion Feature

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

Deferred Financing Costs

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Accounting for Derivative Instruments

Lattice Valuation Model

Income/Loss Per Share of Common Stock

Results of Operations for the ~~Six~~Nine months ended ~~June~~September 30, 2015 Compared to Results of Operations for the ~~Six~~Nine months ended ~~June~~September 30, 2014

Gains from Other Income. For the ~~six~~nine months ended ~~June~~September 30, 2015 and ~~June~~September 30, 2014, the Company’s other income related to mineral claim sales and other income from option agreements in British Columbia was $~~100~~200,000 and $0202,000, respectively. The Company has spent $46,~~548~~785 and $917,~~757~~271 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 a reduction in the aggregate number of our mining claims, and 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~~nine months ended ~~June~~September 30, 2015, the Company had operating expenses of $~~259~~360,~~574~~749, which included general and administrative expenses of $~~150~~219,~~953~~398 and mining property costs of $1822,~~228~~636. Operating expenses for the ~~six~~nine months ended ~~June~~September 30, 2014, were $1,~~012~~632,~~166~~011, which included general and administrative expenses of $~~181~~257,~~171~~612 and mining property costs of $~~686~~1,~~105~~170,747. Our decrease in operating expenses was mainly from a decrease in expenditures at the Ruby Mine.

37Net Loss. For the nine months ended September 30, 2015, we had a net loss of $678,206. Our net loss for the nine months ended September 30, 2014 was $1,936,710. The decrease in our net loss was attributed primarily to a decrease in derivative liability expense and a reduction in mining property costs.

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Net Loss. For the six months ended June 30, 2015, we had a net loss of $463,415. Our net loss for the six months ended June 30, 2014 was $1,059,995. The decrease in our net loss was attributed primarily to a decrease in derivative liability expense and a reduction in mining property costs.

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 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, we may not be able to maintain our mineral claims or make timely filings with the SEC.

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, 2015, the balance due on the mortgage is $1,697,055. 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.36

AsTable of June 30, 2015, total current assets were $81,167, which consisted of $2,947 in cash, $21,072 in receivables, $9,633 in net deferred financing costs, and $47,515 in available for sale securities. As of December 31, 2014, total current assets were $98,580, which consisted of $32,060 in cash, $1,515 in receivables, $31,049 in net deferred financing costs, and $33,956 in available for sale securities. Contents

AsOur mortgage on the Ruby Mine property requires us to make payments in aggregate of ~~June~~$60,000 30per month, ~~2015~~consisting of $20,000 on the 1st of each month, and ~~December~~an 31additional $40,000 ~~2014~~by the 20th day of each month. As of September 30, ~~our~~2015, ~~total~~the ~~current~~balance ~~liabilities~~due ~~were~~on the mortgage is $51,~~438~~697,~~912~~055. The Company believes it can rely on revenue from claims sales and $5joint ventures,~~418,662,~~ ~~respectively~~and from loans and our equity credit line established with Tangiers to make up for any revenue shortfall. If ~~The~~we ~~net~~cannot ~~increase~~generate insufficient ~~current~~revenue ~~liabilities~~or israise ~~primarily~~additional ~~due~~funds through equity or loans, we may not be able to anmaintain ~~increase~~our inmortgage ~~accrued~~on ~~expenses~~the ~~and~~Ruby ~~interest~~Mine.

WeAs ~~had~~of aSeptember ~~working~~30, ~~capital~~2015, ~~deficit~~total ofcurrent assets were $5138,~~357~~918,~~745~~ aswhich consisted of ~~June~~$46,608 30in cash, ~~2015~~$13,421 in receivables, $3,151 in net deferred financing costs, and a$75,738 ~~working~~in ~~capital~~available ~~deficit~~for sale securities. As of December 31, 2014, total current assets were $598,~~320~~580,~~082~~ aswhich consisted of ~~December~~$32,060 in cash, $1,515 in receivables, $31,049 ~~2014~~in net deferred financing costs, and $33,956 in available for sale securities.

~~During~~As ~~the~~of ~~six~~September ~~months ended June~~ 30, 2015, ~~operating~~and ~~activities~~December ~~used~~31, ~~cash of $13~~2014,~~415~~ asour ~~compared~~total tocurrent ~~the~~liabilities ~~six~~were ~~months ended June 30~~$5, ~~2014~~561,853 ~~where~~and ~~we used cash of~~ $~~902~~5,~~252~~418,662, ~~in operating activities~~respectively. The ~~decrease~~net increase in ~~cash~~current ~~used~~liabilities byis ~~operating~~primarily ~~activities for the six months ended June 30, 2015 was~~ due ~~primarily~~ to an ~~offset~~increase ~~from~~in ~~income~~accrued ~~received~~expenses ~~from~~and ~~mining claims~~interest.

We had a ~~net~~working ~~decrease~~capital indeficit ~~cash~~ of $295,~~113 for the six months ended June 30~~422,935 ~~2015.~~as ~~Cash flows from financing activities represented the Company’s principal source~~ of ~~cash~~September ~~for the six months ended June~~ 30, 2015~~. Cash flows from financing activities during the six months ended June 30~~, ~~2015 were $37,189, consisting primarily of loans~~ and ~~advances from~~ a ~~shareholder~~working ~~and~~capital ~~debt~~deficit ~~repayments.~~of ~~Cash flows from financing activities during the six months ended June 30, 2014 were~~ $~~890~~5,~~853~~320,082 ~~consisting~~as ~~primarily~~ of ~~proceeds~~December ~~from~~31, ~~the issuance of stock and convertible debt~~2014.

During the nine months ended September 30, 2015, operating activities provided cash of $62,500 as compared to the nine months ended September 30, 2014, where we used cash of $1,321,824 in operating activities. The decrease in cash used by operating activities for the nine months ended September 30, 2015 was due primarily to an offset from income received from mining claims.

We had a net increase in cash of $14,548 for the nine months ended September 30, 2015. Cash flows from financing activities represented the Company’s principal source of cash for the nine months ended September 30, 2015. Cash flows from financing activities during the nine months ended September 30, 2015 were $48,543, consisting primarily of loans and advances from a shareholder and debt repayments. Cash flows from financing activities during the nine months ended September 30, 2014 were $1,450,301, consisting primarily of proceeds from the issuance of stock and convertible debt.

Recent Material Developments

None.

Recent Developments During Q2 2015

On April 13, 2015 the Company announced that it has acquired a 12.5% stake in the Monument Project in southeastern British Columbia.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

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Recent Accounting Pronouncements

Table of Contents

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~~September 30, 2015, the end of the ~~six~~nine 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, 2014.

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~~nine months ended ~~June~~September 30, 2015 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

4039

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PART II. OTHER INFORMATION.

ITEM 1. LEGAL PROCEEDINGS.

~~None~~We are not party to any significant pending legal proceedings that management believes will result in material adverse effect on our financial condition or results of operations.

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~~nine month period ended ~~June~~September 30, 2015, and pursuant to six partial conversion notices received, the Company issued an aggregate of 42,279,299 shares of common stock of the Company to satisfy $15,941 of the principal and interest due on a Promissory Note dated July 14, 2014 with JSJ Investments Inc. 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~~nine month period ended ~~June~~September 30, 2015, and pursuant to ~~eight~~ten partial conversion notices received, the Company issued an aggregate of 3588,~~112~~853,~~129~~409 shares of common stock of the Company to satisfy $1117,~~598~~022 of the principal and interest due on a Promissory Note dated April 21, 2014 with WHC Capital, LLC. 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~~nine month period ended ~~June~~September 30, 2015, and pursuant to ~~twelve~~fifteen partial conversion notices received, the Company issued an aggregate of 86279,~~405~~977,~~952~~381 shares of common stock of the Company to satisfy $3245,~~022~~572 of the principal and interest due on a Promissory Note dated October 2, 2012 with Tangiers Investors LP. 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~~nine month period ended ~~June~~September 30, 2015, and pursuant to ~~five~~seven partial conversion notices received, the Company issued an aggregate of 22138,~~505~~205,000 shares of common stock of the Company to satisfy $1627,~~224~~285 of the principal and interest due on a Promissory Note dated October 1, 2013 with Typenex Co-Investment, LLC. 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~~nine month period ended ~~June~~September 30, 2015, and pursuant to ~~sixteen~~seventeen partial conversion notices received, the Company issued an aggregate of 6888,~~909~~409,784 shares of common stock of the Company to satisfy $2528,~~125~~050 of the principal and interest due on a Promissory Note dated August 6, 2014 with KBM Worldwide, Inc. 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~~nine month period ended ~~June~~September 30, 2015, and pursuant to ~~seven~~eleven partial conversion notices received, the Company issued an aggregate of 54197,~~260~~050,000 shares of common stock of the Company to satisfy $1022,~~862~~222 of the principal and interest due on a Promissory Note dated July 11, 2012 with JMJ Financial. 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~~nine month period ended ~~June~~September 30, 2015, and pursuant to ~~nine~~ten conversion notices received, the Company issued an aggregate of 79105,~~731~~141,~~872~~086 shares of common stock of the Company to satisfy $1720,~~001~~558 of the principal and interest due on a Promissory Note dated February 3, 2014 with LG Capital Funding LLC. 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.

4140

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In the ~~six~~nine month period ended ~~June~~September 30, 2015, and pursuant to a conversion notice received, the Company issued an aggregate of 1262,500,000 shares of common stock of the Company to satisfy $27,~~000~~600 of the principal and interest due on a Promissory Note dated August 7, 2014 with RLS Premiere Financial LLC. 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.

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES

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.

4241

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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 10, 2015	/s/ Perry Leopold
Date: October 29, 2015	/s/ Perry Leopold
	By: Perry Leopold, Chief Executive Officer, Chief Financial Officer & Principal Accounting Officer

4342

Table of Contents

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)(52)
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)
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)

10.42		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)

Table of Contents

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)
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)

Table of Contents

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)

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)

Table of Contents

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)
10.114		Twenty Four Month Convertible Promissory Note with JMJ Financial dated September 3, 2014(50)
10.115		Twelve Month Convertible Promissory Note with KBM Worldwide, Inc. dated September 3, 2014(50)
10.116		Master Loan and Security Agreement with Tangiers Investors dated December 5, 2014(51)
10.117		Twelve Month Convertible Promissory Note with Zaco Investments LLC dated July 24, 2015(53)
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.

(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.

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(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.

(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.

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(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 December 12, 2014, and incorporated by this reference as an exhibit to this Form 10-K.

(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.

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

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

(52) Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on February 13, 2015, and incorporated by this reference as an exhibit to this Form 10-K.

(53) Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on July 28, 2015, and incorporated by this reference as an exhibit to this Form 10-K.

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Filing Compare · NORTH BAY RESOURCES INC