North Bay Resources Inc (NBRI)

[Pennypicks]

NBRI DD - 15C2-11 filing

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North Bay Resources Inc. (NBRI) Retains Auditor to Continue Uplisting Process

SKIPPACK, PA, Jun 30, 2009 (MARKETWIRE via COMTEX) -- North Bay Resources Inc. (PINKSHEETS: NBRI) ("North Bay" or the "Company") is pleased to announce that it has retained the accounting firm of M&K CPAS, PLLC ("M&K") as the Company's independent auditor.
M&K specializes in audits of small to mid-sized public companies, and is registered with the Public Company Accounting Oversight Board ("PCAOB"). Audited financial statements prepared by a PCAOB-registered accounting firm are required by the SEC as part of the registration process, which began in November 2008 when the Company's 15c2-11 filing was cleared by FINRA. Upon completion of the audit, the Company then anticipates further regulatory filings with the SEC to become a fully reporting company and to be listed on the OTC Bulletin Board exchange ("OTCBB").

According to CEO Perry Leopold, "We are very pleased that M&K has agreed to be our independent auditor. Besides specializing in audits of small to mid-sized public companies, M&K is also very familiar with mining sector accounting, which was one of our most important pre-requisites. We look forward to working closely with their team in the weeks ahead to complete our audit and moving on to the next step in our uplisting process to become a fully reporting company."



ISSUER INFORMATION AND DISCLOSURE STATEMENT
PURSUANT TO
RULE 15C2-11
June 5, 2008
PO Box 162
Skippack, PA 19474
TEL: [phone]
Federal I.D. No. Cusip No.
83-0402389 657488 102
INFORMATION AND DISCLOSURE STATEMENT
June 5, 2008
North Bay Resources Inc. (“North Bay” or the “Company”) is responsible for the content
of this information statement. To the knowledge of the Company the information is correct
and no material circumstances have been omitted. The information contained in this
report is in draft format and has not been filed with the Securities and Exchange Commission,
the National Association of Securities Dealers, or any other regulatory body.
The Issuer has duly caused this report to be signed on its behalf by the undersigned, duly
authorized on this 5th day of June 2008.
/s/ Perry Leopold
Perry Leopold
President and CEO
North Bay Resources Inc.
NORTH BAY RESOURCES INC.
INFORMATION AND DISCLOSURE STATEMENT
June 5, 2008
All information contained in this Information and Disclosure Statement has been
compiled to fulfill the disclosure requirements of Rule 15(c)-211(a)(5)
promulgated under the Securities Exchange Act of 1934, as amended. The
enumerated captions contained in this Information and Disclosure Statement
correspond to the sequential format as set forth in the rule.
ITEM I: The exact name of the issuer and its predecessor, if any:
The exact name of the issuer is North Bay Resources Inc. The issuer’s
predecessor is Ultimate Jukebox, Inc., a Delaware Corporation,
incorporated on June 18, 2004.
ITEM II: The address of its principal executive offices:
PO Box 162
Skippack, PA 19474
Telephone: [phone]
Fax: [phone]
http://www.northbayresources.com
ITEM III: The state of incorporation, if it is a corporation:
The issuer is a Delaware corporation, incorporated on June 18, 2004.
ITEM IV: The name and address of the transfer agent:
Colonial Stock Transfer
455 East 400 South, Suite 100
Salt Lake City, Utah 84111
[phone]
The transfer agent is registered under the Exchange Act. The regulatory
authority of the transfer agent is the SEC.
ITEM V: The nature of the issuers business:
A. Business Development
The Issuer was incorporated in the State of Delaware on June 18, 2004,
under the name Ultimate Jukebox Inc, which merged with NetMusic
Entertainment Corporation on October 22, 2004 to become NetMusic
Entertainment Corporation. On March 10, 2006, the issuer changed its
corporate name to Enterayon, Inc.
On January 15, 2008, the issuer merged with and assumed the name of its
wholly-owned subsidiary, North Bay Resources Inc.
The company’s fiscal year end is Dec.31.
Neither North Bay Resources Inc. nor its predecessor has ever been in
bankruptcy, receivership or any similar proceedings.
Neither North Bay Resources Inc. nor its predecessor has ever been in any
default of the terms of any note, loan, lease, or other indebtedness or
financing arrangement requiring the issuer to make payments;
Control of the company changed on February 16, 2006, when Glen
Starchman, the Company’s Chairman and CEO, resigned. Perry Leopold
was appointed the Company’s new Chairman and Chief Executive Officer,
and assumed the additional role of President of the Corporation.
The issuer’s securities have never been delisted by any securities exchange
or NASDAQ. There are no current, past, pending or threatened legal
procedures or administrative actions that could have a material effect on
the issuer’s business.
B. Business of Issuer
1. The issuers primary and secondary SIC codes:
The issuer’s primary SIC code is 1000.
2. If the issuer has never conducted operations, is it in the
developmental stage or currently conducting operations:
The issuer is currently conducting operations.
3. If the issuer is considered a “shell company” pursuant to SEC Rule
405 of the Securities Act of 1933;
The issuer is not a shell company pursuant to SEC Rule 405 of the
Securities Act of 1933
4. State the names of any parent, subsidiary, or affiliate of the issuer,
and describe its business purpose, its method of operations, its
ownership and whether it is included in the financial statements
attached to its disclosure statement:
North Bay’s wholly-owned subsidiary, Lakeridge Mining Corp., is a
mining development company focused on developing properties in the
Trout Lake region of British Columbia, Canada.
5. The effect of existing or probable governmental regulations on the
business:
The issuer is not subject to any current or probable US governmental
regulations. The issuer is subject to compliance with the Mineral
Tenure Act of British Columbia, Canada, related to the acquisition,
maintenance, and development of its mining properties within the
Province of British Columbia.
6. An estimate of the amount spent during each of the last two fiscal
years on research and development activities, and, if applicable,
the extent to which the cost of such activities are borne directly by
customers:
N/A
7. Costs and effects of compliance with environmental laws (federal,
state and local):
The issuer is not currently subject to compliance with any federal, state
or local environmental laws.
8. Number of total employees and the number of full time employees:
The issuer currently has one full-time employee, one part-time
employee, and 3 work-for-hire contractors.
C. Investment Policies
1. Investments in real estate or interests in real estate:
The issuer does not intend to invest in real estate and currently has no
plans or interests in real estate.
2. Investments in real estate mortgages:
The issuer does not intend to invest in real estate mortgages.
3. Securities of or interests in persons primarily engaged in real
estate activities:
The issuer does not intend to invest in securities or interests in persons
primarily engaged in real estate activities.
ITEM VI: The nature of the products or services offered:
1. Principal products or services and their markets:
North Bay Resources Inc. engages in the acquisition, management, and
development of precious metals and other mineral properties.
.
2. Distribution methods of the products or services:
N/A
3. Status of any publicly announced new product or service:
On March 31 2006, the company executed an option agreement to earn
a 100% interest in the Horseshoe Property in the Stewart mining camp
of British Columbia, Canada. On December 31, 2007, the company
elected to not renew the option, and has released the property.
On June 12, 2006, the Company announced the formation of a new
wholly-owned subsidiary, North Bay Resources Inc. On February 7,
2008, the company announced that it has merged with and assumed the
name of North Bay Resources Inc.
On August 14, 2006, the company announced the acquisition of the
Monte Cristo and Chilco Properties in the New Westminster mining
camp of British Columbia, Canada. The Monte Cristo and Chilco
Properties are located in a wide section of the Lillooet River Valley,
approximately 31 kilometers northwest of the north end of Harrison
Lake, and comprise two contiguous staked claims composed of 13
units that cover approximately 270 hectares (667 acres). The
mineralization of the property consists of precious metal bearing sands
that cover a 400 to 800 meter wide section of the Lillooet River valley.
These post-Pleistocene sands contain gold and platinum in submicron
sized particles. As recorded by the BC Ministry of Mines MINFILE
No 092GNE013 and 092GNE019, the sands are estimated to contain
inferred reserves of 22.7 million tonnes down to a depth of 30 meters,
and that a 1.4 kilogram sample of sand, taken at least a meter below
surface, assayed 2.47 grams per tonne gold, 4.80 grams per tonne
silver, 2.77 grams per tonne platinum, and 2.71 grams per tonne
palladium.
Since September 1, 2006, the company has independently staked
additional mineral and placer claims throughout British Columbia. As
of February 7, 2008, the company owns a 100% undivided interest in
over 100 mineral and placer claims throughout British Columbia,
encompassing over 40,000 acres. A full description of all of the
company’s properties is available at the company website at
http://www.northbayresources.com
4. Competitive business conditions, the issuer’s competitive position
in the industry and methods of competition:
N/A
5. Sources and availability of raw materials and the names of
principal suppliers:
N/A
6. Dependence on one or a few major customers:
N/A
7. Patents, trademarks, licenses, franchises, concessions, royalty
agreements or labor contracts, including their duration:
N/A
8. The need for any government approval of principal products of
services:
The issuer is not currently subject to any governmental approval
for any of its products and services.
ITEM VII: The nature and extent of the issuer’s facilities:
1. Describe the general character and location of all
materially important properties held or intended to
be acquired by or leased to the issuer and describe
the present or proposed use of such properties and
their suitability and adequacy for such use.
Properties not yet acquired should be identified as
such:
The issuer currently owns no real estate.
2. State the nature of the issuer’s title to, or other
interest in, such properties and the nature of the
issuer’s title to, or other interest in, such properties
and the nature and amount of all material
mortgages, liens or encumbrances against such
properties. Disclose the current principal amount of
each material encumbrance, interest and
amortization provisions, prepayment provisions,
maturity date and the balance due at maturity
assuming no prepayments:
The issuer does not hold title to any real estate properties.
Subsequently, the issuer does not have any mortgages, liens or
encumbrances against such properties.
3. Outline briefly the terms of any lease or any of such
properties or any option on contract to purchase or
sell any of such properties:
N/A
4. Outline briefly any proposed program for the
renovation, improvement or development of such
properties, including the estimated cost thereof and
method of financing to be used. If there are no
present plans for the improvement or development
of any unimproved or undeveloped property, so
state and indicate the purposed for which the
property is to held or acquired:
The issuer does not have any plans to renovate, improve or develop
any properties. There is no property held or acquired by the issuer at
this time.
5. Describe the general competitive conditions to which
the properties are or may be subject:
There are no real-estate properties held by the issuer, therefore there
are no general competitive conditions to which the properties are or
may be subject to.
6. Include a statement as to whether, in the opinion of
the management of the issuer, the properties are
adequately covered by insurance:
To the extent of the knowledge of the issuer, the administrative and
management spaces are adequately insured.
7. With respect to each unimproved property which is
separately described, provide the following in
addition to the above:
a. Occupancy rate:
None.
b. Number of tenants occupying 10% or more of the rentable
square footage and principal provisions of each of their leases:
None.
c. Principal business, occupations and professions carried on in
or from, the building:
None.
d. The average effective annual rental per square foot or unit:
None.
e. Schedule of the lease expirations for each of the next ten
years, stating:
i. The number of tenants whose leases will expire:
N/A.
ii. The total area in square feet covered by such leases:
None.
iii. The annual rental represented by such leases:
N/A
iv. The percentage of gross annual rental represented
by such leases:
N/A
f. Each of the properties and components thereof upon which
depreciation is taken, setting forth the:
i. Federal Tax Basis:
N/A
ii. Rate:
N/A
iii. Method:
N/A
iv. Life claimed with respect to such property or
component thereof for purposes of depreciation:
N/A
g. The realty tax rate, annual realty taxes and estimated taxes
on any proposed improvements:
N/A
ITEM VIII: The exact title and class of security:
Common voting stock, single class
CUSIP: 657488 102
Trading Symbol: NBRI
ITEM IX: The par of stated value of the security:
$.001 – Common voting stock, single class
ITEM X: The number of shares or total amount of the Securities outstanding as
of the issuer’s most recent fiscal year:
As of the period ending March 31, 2008, the issuer had the following:
(i) Authorized Shares:
250,000,000 Common Shares
10,000,000 Preferred Shares
(ii) Shares Outstanding:
16,222,627 Common Shares
100 Series I Preferred Shares [1]
(iii) Freely tradable issued common shares: 3,539,288 [2]
Shareholders: 1,318
[1] Each outstanding share of the Series I Preferred Stock represents its proportionate
share of eighty per cent (80%) of all votes entitled to be voted and which is allocated to
the outstanding shares of Series I Preferred Stock.
[2] In February 2005, the issuer declared a 4 for 1 stock split. On March 22, 2006 the
Issuer declared a reverse stock split at a ratio of 1 for 10. On February 7, 2008, the Issuer
declared a reverse stock split at a ratio of 1 for 10.
ITEM XI: List of securities offerings and shares issued for services in the past
two years
1,100,000 shares of restricted common stock and 1,000,000 warrants
convertible to common stock at an exercise price of $0.15 were issued on
September 28, 2006 to A.S. Austin Company for investor relations
services.
250,000 shares of restricted common stock were issued on August 9,
2007 for consulting services related to a proposed joint-venture with
another mining company in British Columbia.
ITEM XII: The names of the chief executive officer and Members of the Board of
Directors:
A. Executive Officers
Perry Leopold Chief Executive Officer
PO Box 162
Skippack, PA 19474
Mr. Leopold has led a number of successful enterprises
over the past 25 years in a diverse number of fields, ranging from
the arts and technology to finance and natural resources. In February
2006, Mr. Leopold was engaged as CEO to engineer the company's
total corporate restructuring and lead its re-emergence as the
natural resources company formerly known as Enterayon, Inc.
Mr. Leopold subsequently designed the company's business model
and incorporated state-of-the-art technology to assist in cost-efficient
acquisition targeting, which has resulted in over 50 acquisitions
of high-quality mining properties throughout British
Columbia. Educated at the University of Pennsylvania, Mr.
Leopold is also the founder and President of Speebo Inc., a privately-
owned exploration and development company. In addition, he is
currently serving as President of Circular Logic, Inc, a registered
Commodity Trading Advisor (CTA) and Commodity Pool Operator
(CPO) firm specializing in commodity trading system development.
Currently the shares beneficially owned by Mr. Leopold are
11,257,125 restricted common shares and 100 Series I preferred
shares.
B. Directors:
Perry Leopold – Chairman
Fred Michini – Director
Mr. Michini is a tax, financial, management accounting and
litigation support specialist, and has extensive previous experience
serving as the Chief Financial Officer of a variety of public and
private companies, including Speebo, Inc, a private mineral
exploration company currently controlled by North Bay’s Chief
Executive Officer, Perry Leopold. Mr. Michini is also a Certified
Public Accountant, has been Partner and Managing Partner of two
regional accounting firms, has served as an auditor for the U.S.
General Accounting Office, and is a former Board Member of the
Central Montgomery County Chamber of Commerce. Mr. Michini
earned his B.S. from LaSalle University and his MBA from
Temple University.
Currently the shares beneficially owned by Mr. Michini are
51,000 restricted common shares.
C. General Partners:
None at this time.
D. Control Persons:
1. Perry Leopold is the only affiliate with more
than 5% of the common shares outstanding.
2. Perry Leopold and Fred Michini have not
been subject to a conviction in a criminal
proceeding or named as a defendant in a
pending criminal proceeding.
3. Perry Leopold and Fred Michini have not
been in the subject of the entry of an order,
judgment, nor decree, not subsequently
reversed, suspending or vacated, by a court
of competent jurisdiction that permanently
or temporarily enjoined, barred, suspended
or otherwise limited such person’s
involvement in any type of business,
securities, commodities, or banking
activities.
4. Perry Leopold and Fred Michini have not
been the subject of a finding or judgment by
a court of competent jurisdiction (in a civil
action), the SEC, the CFTC, or a state
securities regulator of a violation of a
federal or state securities or commodities
law, which finding or judgment has not been
reverse, suspended or vacated.
5. Perry Leopold and Fred Michini have not
subject to the entry of any order by selfregulatory
organization that permanently or
temporarily barred, suspended or otherwise
limited such persons; involvement in any
type of business or securities activities.
It should also be noted there are no beneficial owners of
securities exceeding ten percent of the issued and outstanding
shares with the exception of Perry Leopold.
There are no known relationships or conflicts of interest existing
among and/or between the issuer’s officers, directors and
shareholders, or among and between the shareholders and the
issuer, its predecessors, its present and prior officers and directors,
and other shareholders.
There are no known related party transactions or conflicts of
interests with regard to any executive officer or director with
competing professional or personal interests. However, as
Mr. Leopold and Mr. Michini are also directors of Speebo,
Inc., it is possible that a conflict might arise in the future
should the two companies enter into a joint-venture or some
other related-party transaction.
ITEM XIII: Beneficial Owners
Perry Leopold: 11,257,125 restricted common shares, 100 restricted
Series I preferred shares
Fred Michini: 51,000 restricted common shares
ITEM XIV: The name of any outside providers that advise the issuer on matters
relating to the operations, business development and disclosure. The
information should include the advisor(s) name, address, telephone,
and email address.
1. Investment Banker:
None at this time
2. Promoters:
None at this time.
3. Counsel:
The issuer’s counsel is:
Virginia K. Sourlis, Esq.
The Sourlis Law Firm
The Galleria
2 Bridge Avenue
Building 5, 1st Floor
Red Bank, New Jersey 07701
4. Accountant or Auditor:
The issuer, at this time, has not identified an accountant or auditor.
5. Public Relations Consultant:
The Company does not currently have an outside public relations
consultant and handles all public relations activities internally.
6. Investor Relations Consultant:
None at this time.
7. Any other advisor(s) that assisted, advised, prepared
or provided information with respect to this
disclosure documentation
N/A
ITEM XV: The issuer’s most recent balance sheet and profit and loss and
Retained Earnings Statements:
See attached financial statement.
ITEM XVI: Similar Financial Information for the prior two (2) fiscal years of
issuer’s existence:
See attached financial statements.
ITEM XVII: Whether the quotation is being submitted or published directly or
indirectly on behalf of the issuer, or any director, officer or any
person, directly or indirectly the beneficial owner of more than 10
percent (%) of the outstanding units or shares of any equity, security
of the issuer, and person:
To the best of the issuer’s knowledge, information and belief, quotations
with respect to the issuer’s stock are not being submitted or published
directly or indirectly on behalf of the issuer or director, officer or
beneficial owner of more than 10% of any class of its issued and
outstanding securities.
ITEM XVIII: Indemnification of Directors and Officers
The Bylaws (Article VII) of the issuer provide for the indemnification of
any director, officer, employee or agent of the issuer, or any person
serving in such capacity for any other entity or enterprise at the request of
the issuer against any and all legal expenses (including attorney’s fees),
claims and liabilities arising out of any action, suit or proceeding, except
an action by or in the right of the issuer, Nevada law also permits
indemnification.
Insofar as indemnification for liabilities arising under the federal securities
laws may be permitted to directors and controlling persons of the issuer,
the issuer has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
express in the law and is, therefore unenforceable. In the event a demand
for indemnification is made the issuer will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the law and will be governed
by the final adjudication of such issue.
ITEM XIX: Exhibits
The undersigned has read all of the items set forth herein and, as to the
best of the undersigned’s knowledge and belief, the information contained
herein in accurate and complete.
Dated, this 5th day of June, 2008
North Bay Resources Inc.
By:____/signed/_______________________________
Perry Leopold
Chairman and Chief Executive Officer