RUBY MINING CO
10QSB, 1998-12-31
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, 1998 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                                               83-0214117
- ----------------------------------------                --------------------
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 December 30, 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, 1998............................3

    Condensed Statements of Operations -- Three and Six Months
      Ended November 30, 1998 and 1997.......................................4

    Condensed Statements of Cash Flows -- Six Months
      Ended November 30, 1998 and 1997.......................................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








<PAGE>



                               RUBY MINING COMPANY

                          PART I. FINANCIAL INFORMATION

Item 1Financial Statements

                             Condensed Balance Sheet
                                November 30, 1998
<TABLE>

<S>                                                         <C>
      ASSETS

CURRENT ASSETS:
    Cash                                                    $   36,100
    Other                                                          300
                                                              ---------
      TOTAL CURRENT ASSETS                                      36,400

INVESTMENTS                                                    103,800

PROPERTY AND EQUIPMENT, at cost
    Mining equipment                                            39,600
    Less accumulated depreciation                              (31,700)

                                                              ---------
                                                                 7,900
                                                              ---------
                                                            $  148,100
                                                              =========

    LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
    Directors' fees payable                                 $   10,400
    Accounts payable - affiliates                               63,700
                                                              ---------
      TOTAL CURRENT LIABILITIES:                                74,100

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                                       (583,300)
    Unrealized loss in investments                              24,900
                                                              ---------
                                                                74,000
                                                              ---------
                                                            $  148,100
                                                              =========
</TABLE>


            See accompanying notes to condensed financial statements.


<PAGE>


<TABLE>

                               RUBY MINING COMPANY

                       Condensed Statements of Operations
                                   (Unaudited)

                                Three Months Ended            Six Months Ended
                                   November 30,                 November 30,
                                ------------------             --------------
<S>                        <C>            <C>          <C>           <C>    

                                 1998        1997             1998       1997
                                 ----        ----             ----       ----
REVENUES:
    Interest                  $  400        $ 100            $ 800     $  400


COSTS AND EXPENSES:
    General and
      Administrative           2,900         2,000          10,300      5,200
                              -------       ------        -------      ------
NET INCOME (LOSS)            $(2,500)      $(1,900)        $(9,500)   $(4,800)
                              =======       =======        =======     ======

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

WEIGHTED AVERAGE
    NUMBER OF SHARES
    OUTSTANDING            9,000,000     9,000,000     9,000,000    9,000,000
                           =========     =========     =========    =========
</TABLE>

*  Less than $.01 per share.


            See accompanying notes to condensed financial statements.


<PAGE>



                               RUBY MINING COMPANY

                       Condensed Statements of Cash Flows
                                   (Unaudited)

                                                           Six Months Ended
                                                             November 30,
                                                       ------------------------
<TABLE>
<S>                                               <C>                <C> 
                                                        1998              1997
                                                        ----              ----
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Loss                                       $   (9,500)          $(4,800)
    Adjustments to reconcile net loss to
      net cash used in operating activities:
      Increase in accounts payable                     10,300             5,300
                                                     ---------         ---------

CASH (USED IN) PROVIDE BY
    OPERATING ACTIVITIES                                  800               500
                                                     ---------         ---------

NET (DECREASE) INCREASE IN CASH
    AND CASH EQUIVALENTS                                  800               500

CASH AND CASH EQUIVALENTS AT
    BEGINNING OF PERIOD                                35,300            34,000
                                                     ---------         ---------
CASH AND CASH EQUIVALENTS AT
    END OF PERIOD                                  $   36,100        $   34,500
                                                     =========         =========
</TABLE>


            See accompanying notes to condensed financial statements.


<PAGE>



                               RUBY MINING COMPANY
                     Notes to Condensed Financial Statements

    1)The  Condensed  Balance  Sheet  as of  November  30,  1998  the  Condensed
Statements of Operations for the six months ended November 30, 1998 and 1997 and
the  Condensed  Statements  of Cash Flows for the six months ended  November 30,
1998 and 1997,  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, 1998,  the
results of  operations  for the six months ended  November 30, 1998 and 1997 and
its cash flows for the six months ended November 30, 1998 and 1997.

    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,  1998  Form
10-KSB.

    3)The results of operations for the periods ended November 30, 1998 and 1997
are not necessarily indicative of the operating results for the full year.









<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. The $9,500 decrease in working capital during
the six months ended November 30, 1998 left a working capital deficit of $37,700
at November 30, 1998.

    The Registrant  anticipates that it will be able to meet its  administrative
capital requirements for the remainder of the year ending May 31, 1999, as USECB
Joint Venture, the Registrant's  affiliate,  has not made demand on debts due it
in the amount of  $62,000.  However,  the  Registrant  must  secure  drilling or
construction  contracts,  or negotiate a way to retire debt to its directors and
USECB 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 $800 and $400 in interest  revenue for the six
months ended November 30, 1998 and November 30, 1997.

    General  and  administrative  costs  increased  during the six months  ended
November  30, 1998 from the same  period of the  previous  year by $5,100.  This
increase was primarily in  professional  services.  The Registrant  recorded its
audit fees in the first quarter of fiscal 1999 where as it recorded only part of
its audit fees for fiscal 1998 in the second quarter ended November 30, 1997.

    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, 1998.







<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: December__, 1998            By:   s/ John L. Larsen
                                       -------------------------
                                       JOHN L. LARSEN,
                                       President



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



<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     (Replace this text with the legend)
</LEGEND>
<CIK>                                          0000085684                      
<NAME>                                         Ruby Mining Co.
<MULTIPLIER>                                   1
<CURRENCY>                                     0
       
<S>                                            <C>
<PERIOD-TYPE>                                  6-MOS
<FISCAL-YEAR-END>                              MAY-31-1999
<PERIOD-START>                                 MAY-31-1998
<PERIOD-END>                                   NOV-30-1998
<EXCHANGE-RATE>                                1
<CASH>                                         36,100
<SECURITIES>                                   0
<RECEIVABLES>                                  0
<ALLOWANCES>                                   0
<INVENTORY>                                    300
<CURRENT-ASSETS>                               36,400
<PP&E>                                         39,600
<DEPRECIATION>                                 31,700
<TOTAL-ASSETS>                                 148,100
<CURRENT-LIABILITIES>                          74,100
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       9,000
<OTHER-SE>                                     65,000
<TOTAL-LIABILITY-AND-EQUITY>                   148,100
<SALES>                                        0
<TOTAL-REVENUES>                               800
<CGS>                                          0
<TOTAL-COSTS>                                  0
<OTHER-EXPENSES>                               10,300
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                (9,500)
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            0
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   (9,500)
<EPS-PRIMARY>                                  0
<EPS-DILUTED>                                  0
        


</TABLE>


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