CUSIP No. | 657488300 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
Typenex Co-Investment, LLC 20-0495695 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Utah | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
106,099,575* | |||||
6 | SHARED VOTING POWER | ||||
7 | SOLE DISPOSITIVE POWER | ||||
106,099,575* | |||||
8 | SHARED DISPOSITIVE POWER | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
106,099,575* | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
9.99*% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO | |||||
FOOTNOTES | |||||
* Reporting person Typenex Co-Investment, LLC ("Typenex") has rights, under a Convertible Promissory Note, to own an aggregate number of shares of the Issuer’s common stock which, except for a contractual cap on the amount of outstanding shares of the Issuer’s common stock that Typenex may own, would exceed such a cap. Typenex’s ownership cap is 9.99%. Thus, the number of shares of the Issuer’s common stock beneficially owned by Typenex as of the date of this filing was 106,099,575 shares, which is 9.99% of the 1,062,057,813 shares that were outstanding on that date (as reported in the Issuer’s Form 10-Q filed on October 29, 2015). |
CUSIP No. | 657488300 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
Red Cliffs Investments Inc 46-2676148 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Utah | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
106,099,575* | |||||
6 | SHARED VOTING POWER | ||||
7 | SOLE DISPOSITIVE POWER | ||||
106,099,575* | |||||
8 | SHARED DISPOSITIVE POWER | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
106,099,575* | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
9.99*% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO | |||||
FOOTNOTES | |||||
* Reporting person Red Cliffs Investments, Inc is the Manager of reporting person Typenex. Reporting person Typenex has rights to convert a Secured Convertible Promissory Note into shares of the Issuer’s common stock. The number of shares of the Issuer’s common stock beneficially owned by Typenex as of the date of this filing was 106,099,575 shares, which is 9.99% of the 1,062,057,813 shares that were outstanding on that date (as reported in the Issuer’s Form 10-Q filed on October 29, 2015). |
CUSIP No. | 657488300 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
JFV Holdings, Inc. 36-4426825 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Illinois | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
106,099,575* | |||||
6 | SHARED VOTING POWER | ||||
7 | SOLE DISPOSITIVE POWER | ||||
106,099,575* | |||||
8 | SHARED DISPOSITIVE POWER | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
106,099,575* | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
9.99*% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO | |||||
FOOTNOTES | |||||
* Reporting person JFV Holdings, Inc. is the sole shareholder of reporting person Red Cliffs Investments, Inc., which is the Manager of reporting person Typenex. The number of shares of the Issuer’s common stock beneficially owned by Typenex as of the date of this filing was 106,099,575 shares, which is 9.99% of the 1,062,057,813 shares that were outstanding on that date (as reported in the Issuer’s Form 10-Q filed on October 29, 2015). |
CUSIP No. | 657488300 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
John M. Fife | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
106,099,575* | |||||
6 | SHARED VOTING POWER | ||||
7 | SOLE DISPOSITIVE POWER | ||||
106,099,575* | |||||
8 | SHARED DISPOSITIVE POWER | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
106,099,575* | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
9.99*% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN | |||||
FOOTNOTES | |||||
* Reporting person John M. Fife is the sole shareholder of reporting person JFV Holdings, Inc., which is the sole shareholder of reporting person Red Cliffs Investments, Inc., which is the Manager of reporting person Typenex. The number of shares of the Issuer’s common stock beneficially owned by Typenex as of the date of this filing was 106,099,575 shares, which is 9.99% of the 1,062,057,813 shares that were outstanding on that date (as reported in the Issuer’s Form 10-Q filed on October 29, 2015). |
(a) | Name
of Issuer |
North Bay Resources Inc. |
(b) | Address
of Issuer’s Principal Executive Offices |
3995 Yerkes Rd.
Collegeville, Pennsylvania 19426 |
(a) | Name
of Person Filing |
This report is filed by Typenex Co-Investment, LLC, Red Cliffs Investments, Inc., JVF Holdings, Inc., and John M. Fife with respect to the shares of Common Stock of the Issuer that are directly beneficially owned by Typenex Co-Investment, LLC and indirectly beneficially owned by the other reporting and filing persons. |
(b) | Address
of Principal Business Office or, if none, Residence |
The address of the principal business office of each reporting and filing person is:
303 E. Wacker Drive, Suite 1040 Chicago, IL 60601 |
(c) | Citizenship |
Typenex Co-Investment, LLC is an Illinois Limited Liability Company.
Red Cliffs Investments, Inc. is a Utah Corporation. JVF Holdings, Inc. is an Illinois Corporation. John M. Fife is a United States citizen. |
(d) | Title
of Class of Securities |
Class A Common Stock, $0.00001 par value |
(e) | CUSIP
Number |
657488300 |
Item
3. | If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a: |
(a) | o | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
(b) | o | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
(c) | o |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
(d) | o | Investment
company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C 80a-8). |
(e) | o | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
(f) | o | An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
(g) | o | A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G); |
(h) | o | A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
(i) | o | A
church plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
(j) | o | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). |
(k) | o |
A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify
the type of institution:
|
Item
4. | Ownership. |
(a) |
Amount beneficially owned:
106,099,575 |
(b) |
Percent of class: 9.99% |
(c) | Number
of shares as to which the person has: |
(i) |
Sole power to vote or to direct the vote:
106,099,575 |
(ii) |
Shared power to vote or to direct the vote:
0 |
(iii) |
Sole power to dispose or to direct the disposition of:
106,099,575 |
(iv) |
Shared power to dispose or to direct the disposition of:
0 |
Item
5. | Ownership
of Five Percent or Less of a Class |
Item
6. | Ownership
of More than Five Percent on Behalf of Another Person. |
Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company |
Item
8. | Identification
and Classification of Members of the Group |
Item
9. | Notice
of Dissolution of Group |
Item
10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11. |
Typenex Co-Investment, LLC | |||
Date:
January 25, 2016 | By:
| /s/ John M Fife | |
Name: John M Fife | |||
Title: President | |||
Red Cliffs Investments, Inc. | |||
Date:
January 25, 2016 | By:
| /s/ John M Fife | |
Name: John M Fife | |||
Title: President | |||
JFV Holdings Inc. | |||
Date:
January 25, 2016 | By:
| /s/ John M Fife | |
Name: John M Fife | |||
Title: President | |||
Date:
January 25, 2016 | By:
| /s/ John M Fife | |
Name: John M Fife | |||
Footnotes: |
Attention: | Intentional
misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C. 1001) |