RUBY MINING CO
10QSB, 1997-04-10
METAL MINING
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                                         FORM 10-QSB

                              SECURITIES AND EXCHANGE COMMISSION

                                   Washington, D. C. 20549


[X]     Quarterly report pursuant to section 13 or 15(d) of the
        Securities Exchange Act of 1934 For the fiscal quarter ended
        February 28, 1997 or
[ ]     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   0-7501

                               RUBY MINING COMPANY
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

        Colorado                                                81-0214117
- ----------------------------------------                    --------------------
State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

877 North 8th West, Riverton, WY                                82501
- ----------------------------------------                    --------------------
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone Number:     (307) 856-9278

                                      NONE
- -------------------------------------------------------------------------------
(Former name,  former address and former fiscal year, if changed since last
 report)


     Checkwhether the Registrant: (1) has filed all reports required to be filed
by Section 13 or 15(d) of the  Securities  and  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
                               -----              -----

     State the number of shares  outstanding of each of the issuer's  classes of
common stock, as of the latest practicable date.

            Class                                Outstanding at April 9, 1997
- -------------------------------                 -------------------------------
Common stock, $.001 par value                          9,000,000 Shares



<PAGE>



                                      RUBY MINING COMPANY

                                             INDEX

PART I.           FINANCIAL INFORMATION

     ITEM 1.      Financial Statements

     Condensed Balance Sheet --  February 28, 1997..........................3

     Condensed Statements of Operations -- Three and Nine Months
        Ended February 28, 1997 and February 29, 1996.......................4

     Condensed Statements of Cash Flows -- Nine Months
        Ended February 28, 1997 and February 29, 1996.......................5

     Notes to Condensed Financial Statements................................6

     ITEM 2.      Management's Discussion and Analysis of
                  Financial Condition and Results of Operations...........6-7

PART II.          OTHER INFORMATION

     ITEM 6.      Exhibits and Reports on Form 8-K..........................7

     Signatures.............................................................8



                                        2

<PAGE>



                               RUBY MINING COMPANY

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                             CONDENSED BALANCE SHEET
                                FEBRUARY 28, 1997


        ASSETS

CURRENT ASSETS:
     Cash                                              $  33,800
     Other                                                   300
                                                       ---------
        TOTAL CURRENT ASSETS                              34,100

INVESTMENTS                                              341,500

PROPERTY AND EQUIPMENT, at cost
     Mining equipment                                     39,600
     Less accumulated depreciation                       (31,600)
                                                       ---------
                                                           8,000
                                                       ---------
                                                       $ 383,600
                                                       =========

     LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
     Directors' fees payable                           $  10,400
     Accounts payable - affiliates                        37,300
                                                       ---------
        TOTAL CURRENT LIABILITIES:                        47,700

SHAREHOLDERS' EQUITY
     Common stock, $0.001 par value;
        authorized, 20,000,000 shares;
        issued and outstanding,
        9,000,000 shares                                   9,000
     Additional paid-in capital                          623,400
     Accumulated deficit                                (559,100)
     Unrealized loss in investments                      262,600
                                                       ---------
                                                         335,900
                                                       ---------
                                                       $ 383,600
                                                       =========

            See accompanying notes to condensed financial statements.

                                        3

<PAGE>



                               RUBY MINING COMPANY

                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                               Three Months Ended            Nine Months Ended
                                    February                     February
                             -----------------------       ---------------------
                             28, 1997       29, 1996       28, 1997     29, 1996
                             --------       --------       --------     --------
REVENUES:
Interest                      $   200      $   300         $   800      $  900


COSTS AND EXPENSES:
   General and
        Administrative          2,400         (100)          9,700        9,900
                              -------       -------         -------     -------
NET INCOME (LOSS)             $(2,200)     $   400         $(8,900)     $(9,000)
                              =======      =======         =======      =======
INCOME (LOSS)
     PER SHARE                $  *         $  *            $  *         $  *
                              =======      =======         =======      =======
WEIGHTED AVERAGE
     NUMBER OF SHARES
     OUTSTANDING            9,000,000       9,000,000    9,000,000    9,000,000
                            =========       =========    =========    =========
*  Less than $.01 per share.

            See accompanying notes to condensed financial statements.

                                        4

<PAGE>



                               RUBY MINING COMPANY

                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                            Nine Months Ended
                                                                February
                                                          ---------------------
                                                          28, 1997     29, 1996
                                                          --------     --------
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net Loss                                             $ (8,900)    $ (9,000)
     Adjustments to reconcile net loss to
       net cash used in operating activities:
        Increase in accounts payable                         7,000        9,600
                                                          --------     --------

CASH (USED IN) PROVIDE BY
     OPERATING ACTIVITIES                                   (1,900)         600

NET (DECREASE) INCREASE IN CASH
     AND CASH EQUIVALENTS                                   (1,900)         600

CASH AND CASH EQUIVALENTS AT
     BEGINNING OF PERIOD                                    35,700       34,800
                                                          --------     --------
CASH AND CASH EQUIVALENTS AT
     END OF PERIOD                                        $ 33,800     $ 35,400
                                                          ========     ========

            See accompanying notes to condensed financial statements.

                                        5

<PAGE>



                               RUBY MINING COMPANY
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

     1) The  Condensed  Balance  Sheet as of  February  28,  1997 the  Condensed
Statements of Operations for the three months and nine months ended February 28,
1997 and February 29, 1996,  and the Condensed  Statements of Cash Flows for the
nine months ended February 28, 1997 and February 29, 1996, have been prepared by
the Registrant without audit. In the opinion of the Registrant, the accompanying
financial  statements  contain  all  adjustments   (consisting  of  only  normal
recurring  accruals)  necessary to fairly present the financial  position of the
Registrant  as of February 28,  1997,  the results of  operations  for the three
months and nine months ended  February  28, 1997 and February 29, 1996,  and the
cash flows for the nine months then ended.

     2) Certain  information  and  footnote  disclosures  normally  included  in
financial  statements  prepared in accordance with generally accepted accounting
principles have been condensed or omitted.  It is suggested that these financial
statements  be read in  conjunction  with the  Registrant's  May 31,  1996  Form
10-KSB.

     3) The results of operations  for the periods  ended  February 28, 1997 and
February 29, 1996 are not  necessarily  indicative of the operating  results for
the full year.


ITEM 2.  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND
         RESULTS OF OPERATIONS.


LIQUIDITY AND CAPITAL RESOURCES

     The Registrant's working capital decreased by $8,900 during the nine months
ended February 28, 1997 resulting in negative  working  capital of $13,600 a the
end of the period.  The  decrease in working  capitl is  primarily a result of a
$7,000  increase  in accounts  payable to  affiliates  for  various  general and
administrative  expenses.  Cash was  reduced by $2,700 as  various  governmental
filing fees were paid,  which was  partially  offset by  interest  earned on the
funds held in interest  bearing  accounts of $800 for a net  decrease of cash of
$1,900.

     The  Registrant  anticipates  that it will  be  able  to meet  its  capital
requirements  for the  remainder  of the year ending May 31, 1997 as USE has not
made demand on amounts due it.  However,  the Registrant must secure drilling or
construction  contracts,  or negotiate a way to retire debt to its directors and
parent company in order to continue operating long-term.

RESULTS OF OPERATIONS

     The  Registrant  had no revenues from  operations  during the most recently
completed  nine months or the  corresponding  nine months of the prior year. The
Registrant did, however, recognize $800 and

                                        6

<PAGE>



$900,  respectively,  in interest revenue for the nine months ended February 28,
1997 and  February  29,  1996 ($200 and $300 in  interest  revenue for the three
month periods ended February 28, 1997 and February 29, 1996).

     General and  administrative  costs decreased by $200 during the nine months
ended February 28, 1997 from the same period of the previous year, primarily due
to reduced  operating  activity.  There was an increase of $2,500 in general and
administrative  expenses  during the three  months ended  February 28, 1997,  as
compared to the same three months of the previous year.  This increase is due to
the reversal of an accrual of  professional  sesrvices in an earlier  quarter of
the nine months ended February 29, 1996.

     The Registrant's operations consist primarily of administrative  activities
associated  with the preparation of various reports and documents as required by
law.

                           PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

     (a) Exhibits. None.

     (b) Reports on Form 8-K.  There were no reports filed by the  Registrant on
Form 8-K for the quarter ended February 28, 1997.


                                        7

<PAGE>


                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, hereunto duly authorized.

                                       RUBY MINING COMPANY
                                       (Registrant)



Date:  April 9, 1997             By:   s/ John L. Larsen
                                       -------------------------
                                       JOHN L. LARSEN,
                                       President



Date:  April 9, 1997             By:   s/ Robert Scott Lorimer
                                       -------------------------
                                       ROBERT SCOTT LORIMER,
                                       Principal Financial Officer
                                       and Chief Accounting Officer




                                        8

<PAGE>




<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
RUBY MINING COMPANY FORM 10-QSB FOR THE PERIOD ENDED FEBRUARY 28, 1997
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000085684
<NAME> RUBY MINING COMPANY
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          MAY-31-1997
<PERIOD-START>                             JUN-01-1996
<PERIOD-END>                               FEB-28-1997
<CASH>                                          33,800
<SECURITIES>                                       300
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                34,100
<PP&E>                                          39,600
<DEPRECIATION>                                (31,600)
<TOTAL-ASSETS>                                 383,600
<CURRENT-LIABILITIES>                           47,700
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         9,000
<OTHER-SE>                                     326,900
<TOTAL-LIABILITY-AND-EQUITY>                   383,600
<SALES>                                              0
<TOTAL-REVENUES>                                   800
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                 9,700
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                (8,900)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            (8,900)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (8,900)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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