RUBY MINING CO
10QSB, 1998-01-14
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 November 30, 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)


     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 January 12,1998
- -------------------------------                 -------------------------------
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 --  November 30, 1997............................3

     Condensed Statements of Operations -- Three and Six Months
       Ended November 30, 1997 and 1996.......................................4

     Condensed Statements of Cash Flows -- Six Months
       Ended November 30, 1997 and 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 Sheet
                                November 30, 1997


         ASSETS

CURRENT ASSETS:
      Cash                                                            $  34,500
      Other                                                                 300
                                                                      ---------
         TOTAL CURRENT ASSETS                                            34,800

INVESTMENTS                                                             130,500

PROPERTY AND EQUIPMENT, at cost
      Mining equipment                                                   39,600
      Less accumulated depreciation                                     (31,700)
                                                                      ---------
                                                                          7,900
                                                                      ---------
                                                                      $ 173,200
                                                                      =========

      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
      Directors' fees payable                                         $  10,400
      Accounts payable - affiliates                                      44,500
                                                                      ---------
         TOTAL CURRENT LIABILITIES:                                      54,900

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                                              (565,700)
      Unrealized loss in investments                                     51,600
                                                                      ---------
                                                                        118,300
                                                                      ---------
                                                                      $ 173,200
                                                                      =========



            See accompanying notes to condensed financial statements.




                                       3
<PAGE>
<TABLE>
<CAPTION>



                                             RUBY MINING COMPANY

                                      Condensed Statements of Operations
                                                (Unaudited)

                                            Three Months Ended                           Six Months Ended
                                                November 30,                                November 30,
                                      ---------------------------------           ---------------------------------
                                          1997                  1996                 1997                  1996
                                          ----                  ----                 ----                  ----
REVENUES:
<S>                                   <C>                   <C>                   <C>                   <C>        
      Interest                        $       100           $       300           $       400           $       600


COSTS AND EXPENSES:
      General and
         Administrative                     2,000                 2,600                 5,200                 7,300
                                      -----------           -----------           -----------           -----------
NET INCOME (LOSS)                     $    (1,900)          $    (2,300)          $    (4,800)          $    (6,700)
                                      ===========           ===========           ===========           ===========
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
</TABLE>

<PAGE>



                               RUBY MINING COMPANY

                       Condensed Statements of Cash Flows
                                   (Unaudited)

                                                             Six Months Ended
                                                               November 30,
                                                         ----------------------
                                                           1997          1996
                                                           ----          ----
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net Loss                                           $ (4,800)     $ (6,700)
      Adjustments to reconcile net loss to
        net cash used in operating activities:
         Increase in accounts payable                       5,300         4,500
                                                         --------      --------

CASH (USED IN) PROVIDE BY
      OPERATING ACTIVITIES                                    500        (2,200)
                                                         --------      --------

NET (DECREASE) INCREASE IN CASH
      AND CASH EQUIVALENTS                                    500        (2,200)

CASH AND CASH EQUIVALENTS AT
      BEGINNING OF PERIOD                                  34,000        35,700
                                                         --------      --------
CASH AND CASH EQUIVALENTS AT
      END OF PERIOD                                      $ 34,500      $ 33,500
                                                         ========      ========






            See accompanying notes to condensed financial statements.

                                       5

<PAGE>



                               RUBY MINING COMPANY
                     Notes to Condensed Financial Statements

     1) The  Condensed  Balance  Sheet as of  November  30,  1997 the  Condensed
Statements of Operations for the six months ended November 30, 1997 and 1996 and
the  Condensed  Statements  of Cash Flows for the six months ended  November 30,
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 the  Registrant as of November 30, 1997,  the
results of  operations  for the six months ended  November 30, 1997 and 1996 and
its cash flows for the six months ended November 30, 1997 and 1996.

     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  November 30, 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")  continued to be accrued for
office and  administrative  costs and  expense.  The $4,800  decrease in working
capital  during the six months ended  November  30, 1997 left a working  capital
deficit of $20,100 at November 30, 1997.

     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  six months or the  corresponding  six months of the prior  year.  The
Registrant did however  recognize $400 and $600 in interest  revenue for the six
months ended November 30, 1997 and November 30, 1996.

     General and  administrative  costs  decreased  during the six months  ended
November 30, 1997 from the same period of the previous year by $2,100, primarily
due to reduced operating activity.

     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 November 30, 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:  January 14, 1998                 By:  /s/ John L. Larsen
                                           -------------------------------
                                           JOHN L. LARSEN,
                                           President



Date:  January 14, 1998                 By:  /s/ Robert Scott Lorimer
                                           -------------------------------
                                           ROBERT SCOTT LORIMER,
                                           Principal Financial Officer
                                           & Chief Accounting Officer










                                       8



<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                                       <C>
<PERIOD-TYPE>                              6-MOS
<FISCAL-YEAR-END>                          MAY-31-1998
<PERIOD-END>                               NOV-30-1997
<CASH>                                          34,500
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                34,800
<PP&E>                                          39,600
<DEPRECIATION>                                (31,700)
<TOTAL-ASSETS>                                 173,200
<CURRENT-LIABILITIES>                           54,900
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         9,000
<OTHER-SE>                                     109,300
<TOTAL-LIABILITY-AND-EQUITY>                   173,200
<SALES>                                              0
<TOTAL-REVENUES>                                   400
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                 5,200
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                (4,800)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            (4,800)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (4,800)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        




</TABLE>


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