RUBY MINING CO
10QSB, 1997-10-10
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 August 31, 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, address and fiscal year, if changed since last report)


        Check whether 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 SEPTEMBER 30, 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 Sheets --  August 31, 1997 ............................3

     Condensed Statements of Operations -- Three Months Ended
        August 31, 1997 and August 31, 1996...................................4

     Condensed Statements of Cash Flows -- Three Months Ended
        August 31, 1997 and August 31, 1996...................................5

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

     ITEM 2.  Management's Discussion and Analysis of
            Financial Condition and Results of Operations.....................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 SHEETS
                                 AUGUST 31, 1997


        ASSETS

CURRENT ASSETS:
     Cash                                                       $   34,300
     Other                                                             300
                                                                ----------
        TOTAL CURRENT ASSETS                                        34,600

INVESTMENTS                                                        130,400

PROPERTY AND EQUIPMENT, at cost
     Mining equipment                                               39,600
     Less accumulated depreciation                                 (31,600)
                                                                ----------
                                                                     8,000
                                                                ----------
                                                                $  173,000
                                                                ==========
     LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
     Directors' fees payable                                    $   10,400
     Accounts payable - affiliates                                  42,400
                                                                ----------
        TOTAL CURRENT LIABILITIES:                                  52,800

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                                          (563,800)
     Unrealized Holding Gain on Investment                          51,600
                                                                ----------
                                                                   120,200
                                                                ----------
                                                                $  173,000
                                                                ==========


            See accompanying notes to condensed financial statements.

                                        3

<PAGE>



                               RUBY MINING COMPANY

                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


                                                      Three Months Ended
                                                          AUGUST 31,
                                                 -----------------------------
                                                    1997              1996
                                                    ----              ----

REVENUES:
     Interest                                    $      300        $      300

COSTS AND EXPENSES:
     General and administrative                       3,200             4,700
                                                 ----------        ----------

NET INCOME (LOSS)                                $   (2,900)       $   (4,400)
                                                 ==========        ----------

EARNINGS (LOSS) PER SHARE                        $     *           $     *
                                                 ==========        ==========

WEIGHTED AVERAGE NUMBER
     OF SHARES OUTSTANDING                        9,000,000         9,000,000
                                                 ==========        ==========


*    Less than $0.01 per share.


            See accompanying notes to condensed financial statements.

                                        4

<PAGE>



                               RUBY MINING COMPANY

                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


                                                       Three Months Ended
                                                           AUGUST 31,
                                                  -----------------------------
                                                       1997            1996
                                                       ----            ----

CASH FLOWS FROM OPERATING ACTIVITIES:
     Net Loss                                     $   (2,900)       $   (4,400)
     Adjustments to reconcile
     net loss to net cash used
     in operating activities:
        Increase in accounts payable                   3,200             4,700
                                                  ----------        ----------

CASH PROVIDED BY (USED IN)
     OPERATING ACTIVITIES                                300               300
                                                  ----------        ----------

NET INCREASE (DECREASE) IN CASH AND
     CASH EQUIVALENTS                                    300               300

CASH AND CASH EQUIVALENTS AT
     BEGINNING OF PERIOD                              34,000            35,700
                                                  ----------        ----------

CASH AND CASH EQUIVALENTS AT
     END OF PERIOD                                $   34,300        $   36,000
                                                  ==========        ==========


            See accompanying notes to condensed financial statements.

                                        5

<PAGE>



                               RUBY MINING COMPANY

                     NOTES TO CONDENSED FINANCIAL STATEMENTS


     1) The  Condensed  Balance  Sheet as of  August  31,  1997,  the  Condensed
Statements  of  Operations  for the three months ended August 31, 1997 and 1996,
and the Condensed Statements of Cash Flows for the three months ended August 31,
1997 and 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 Registrant as of August 31, 1997 the results
of operations  for the three months ended August 31, 1997 and 1996, and the cash
flows for the three 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,  1997  Form
10-KSB.

     3) The results of operations for the periods ended August 31, 1997 and 1996
are not necessarily indicative of the operating results for the full year.



                                        6

<PAGE>



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


LIQUIDITY AND CAPITAL RESOURCES

        The Registrant's  working capital continued to decrease,  as amounts due
to Registrant's  parent, U.S. Energy Corp. ("USE") affiliate USECB Joint Venture
("USECB")  continued  to be  accrued  for office  and  administrative  costs and
expense.  The $2,900 decrease in working capital during the quarter ended August
31,  1997,  left a working  capital  deficit of $18,200 as compared to a working
capital deficit of $15,300 at August 31, 1996.

        The  Registrant  anticipates  that it will be able to meet  its  capital
requirements  for the  remainder  of the year ending May 31, 1998 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  quarter  ended  August 31, 1997 or the  corresponding  quarter of the
prior year. The Registrant  did however  recognize $300 in interest  revenue for
the quarter ended August 31, 1997 and August 31, 1996.

        General and  administrative  costs  decreased  during the quarter  ended
August 31, 1997 from the same period of the previous  year by $1,500,  primarily
due to a decrease in  professional  services,  which had not yet been billed for
audit services.

        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 August 31, 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:  September 8, 1997                    By:    /s/  JOHN L. LARSEN
                                                 -------------------------------
                                                 JOHN L. LARSEN,
                                                 President



Date:  September 8, 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-Q FOR THE QUARTER ENDED AUGUST 31, 1997
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000085684
<NAME> RUBY MINING COMPANY
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          MAY-31-1998
<PERIOD-START>                              JUN-1-1997
<PERIOD-END>                               AUG-31-1997
<CASH>                                          34,300
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                        300
<CURRENT-ASSETS>                                34,600
<PP&E>                                          39,600
<DEPRECIATION>                                (31,600)
<TOTAL-ASSETS>                                 173,000
<CURRENT-LIABILITIES>                           52,800
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         9,000
<OTHER-SE>                                     111,200
<TOTAL-LIABILITY-AND-EQUITY>                   120,200
<SALES>                                              0
<TOTAL-REVENUES>                                   300
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                 3,200
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (2,900)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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