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 29, 2000 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 Company 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)
Company's telephone Number: (307) 856-9271
NONE
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(Former name, former address and former fiscal year,
if changed since last report)
Check whether the Company: (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 Company 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 12, 2000
- ----------------------------- -----------------------------
Common stock, $.001 par value 3,533,884 Shares
1
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RUBY MINING COMPANY
Index
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Condensed Balance Sheet -- February 29, 2000.............................3
Condensed Statements of Operations -- Three and Nine Months
Ended February 29, 2000 and February 28, 1999.........................4
Condensed Statements of Cash Flows -- Nine Months
Ended February 29, 2000 and February 28, 1999.........................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 2. Changes in Securities and Use of Proceeds.......................7
ITEM 4. Submission of Matter to a Vote of Shareholders................8-9
ITEM 6. Exhibits and Reports on Form 8-K................................9
Signatures..............................................................10
2
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RUBY MINING COMPANY
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheet
February 29, 2000
ASSETS
CURRENT ASSETS:
Cash $ 38,000
---------
TOTAL CURRENT ASSETS 38,000
INVESTMENTS 70,600
PROPERTY AND EQUIPMENT, at cost
Mining equipment 39,600
Less accumulated depreciation (31,700)
---------
7,900
---------
$ 116,500
=========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Directors' fees payable $ 10,400
---------
TOTAL CURRENT LIABILITIES: 10,400
SHAREHOLDERS' EQUITY
Common stock, $0.001 par value;
authorized, 100,000,000 shares;
issued and outstanding,
3,533,844 shares 3,600
Additional paid-in capital 724,600
Accumulated deficit (613,800)
Unrealized loss in investments (8,300)
---------
106,100
---------
$116,500
=========
See accompanying notes to Condensed Financial Statements.
3
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RUBY MINING COMPANY
Condensed Statements of Operations
(Unaudited)
Three Months Ended Nine Months Ended
February 29 and 28, February 29 and 28,
------------------- -------------------
2000 1999 2000 1999
---- ---- ---- ----
<TABLE>
<S> <C> <C> <C> <C>
REVENUES:
Interest $ 400 $ 400 $ 1,200 $ 1,200
COSTS AND EXPENSES:
General and
Administrative 12,800 2,500 26,000 12,800
--------- --------- --------- ---------
NET INCOME (LOSS) $ (12,400) $ (2,100) $ (24,800) $ (11,600)
========= ========= ========= =========
INCOME (LOSS)
PER SHARE $ (.01) $ * $ (.04) $ (.03)
========= ========= ========= =========
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 1,021,800 450,000 640,599 450,000
========= ========= ========= =========
</TABLE>
* Less than $.01 per share.
See accompanying notes to Condensed Financial Statements.
4
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RUBY MINING COMPANY
Condensed Statements of Cash Flows
(Unaudited)
Nine Months Ended
February 29 and 28,
-------------------------
2000 1999
-------- --------
<TABLE>
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $(24,800) $(11,600)
Adjustments to reconcile net loss to
net cash used in operating activities:
(Decrease) Increase in accounts payable (70,100) 12,800
Decrease in other assets 300 --
--------- ---------
CASH (USED IN) PROVIDED BY
OPERATING ACTIVITIES (94,600) 1,200
CASH FLOWS FROM FINANCIAL ACTIVITIES:
Reduction of debt to affiliates
from the issuance of common stock 95,800 --
--------- ---------
NET INCREASE IN CASH
AND CASH EQUIVALENTS 1,200 1,200
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 36,800 35,300
--------- ---------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 38,000 $ 36,500
========= =========
</TABLE>
See accompanying notes to Condensed Financial Statements.
5
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RUBY MINING COMPANY
Notes to Condensed Financial Statements
1) The Condensed Balance Sheet as of February 29, 2000 the Condensed
Statements of Operations for the three months and nine months ended February 29,
2000 and February 28, 1999, and the Condensed Statements of Cash Flows for the
nine months ended February 29, 2000 and February 28, 1999, have been prepared by
the Company without audit. In the opinion of the Company, the accompanying
financial statements contain all adjustments (consisting of only normal
recurring accruals) necessary to fairly present the financial position of the
Company as of February 29, 2000, the results of operations for the three months
and nine months ended February 29, 2000 and February 28, 1999, 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 Company's May 31, 1999 Form 10-KSB.
3) In accordance with SFAS 128, the weighted average number of shares has
been restated as though the 20 for 1 reverse split of the common stock of the
Company had taken place in the prior periods.
4) The results of operations for the periods ended February 29, 2000 and
February 28, 1999 are not necessarily indicative of the operating results for
the full year.
6
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Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Liquidity and Capital Resources
During the nine months ended February 29, 2000, the Company reached an
agreement with its parent Company, U.S. Energy Corp. ("USE"), to retire $70,400
in debt by the issuance of 11,000,000 shares of its common stock. After the
issuance of these shares, the Company's shareholders authorized a reverse stock
split of the issued and outstanding shares on a 1 for 20 basis. Following the
reverse stock split, the Company retired an additional $25,300 in debt to USE by
issuing an additional 2,533,884 shares to USE. The retirement of this debt
increased working capital for the period by $71,000 to a working capital balance
of $2,300.
The Company also received authorization from its shareholders to increase
the authorized shares to 100 million shares at the annual meeting of
shareholders held January 25, 2000.
The Company anticipates that it will be able to meet its administrative
capital requirements for the remainder of the year ending May 31, 2000. However,
the Company must enter into a business which generates cash flows in order to
continue operating long-term.
Results of Operations
The Company had no revenues from operations during the three months or the
nine months ended February 29, 2000 or the corresponding periods of prior years.
The Company did however recognize $1,200 in interest revenue during each of the
nine months ended February 29, 2000 and February 28, 1999.
General and administrative costs increased during the nine months ended
February 29, 2000 from the same period of the previous year by $13,200. This
increase was primarily in professional services, filing fees, postage and
printing costs in connection with the annual meeting of shareholders held on
January 25, 2000.
The Company'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 2. Changes in Securities and Use of Proceeds.
On November 18, 1999, Company authorized the issuance of 11,000,000 of its
restricted common shares to pay its parent U.S. Energy Corp. indebtedness of
$70,400. No brokers were involved. On February 29, 2000, the Company also issued
an additional 2,533,884 of its new shares to USE to retire an additional $25,300
7
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in debt. The second issuance of stock came after a reverse stock split
authorized by the Company's shareholders on January 25, 2000. After these
transactions the Company had 3,533,844 shares outstanding of which U.S. Energy
Corp. owned 3,203,844 shares or 90.7%. The transaction was exempt under Section
4(2) of the 1933 Act.
Item 4. Submission of Matter to a Vote of Shareholders.
On January 25, 2000, an annual meeting of shareholders was held and five
proposals were presented to shareholders for a vote.
Proposal one was the election of three directors John L. Larsen, Harold F.
Herron and George F. Smith were re-elected. With respect to review of the three
directors, the votes cast were as follows:
NAME OF DIRECTOR FOR AGAINST ABSTAIN WITHHELD
- ---------------- --- ------- ------- --------
John L. Larsen 16,387,527 122,550 34,600 -0-
Harold F. Herron 16,371,852 137,550 35,275 -0-
George F. Smith 16,024,677 506,300 13,700 -0-
Proposal two was to approve a reverse stock split of the common shares
of the Company on a 20 for 1 basis which would reduce the issued and outstanding
shares to 1,000,000 shares. The result of the vote on proposal two was:
FOR AGAINST ABSTAIN WITHHELD
--- ------- ------- --------
16,024,677 506,300 13,700 -0-
Proposal three was to amend the Articles of Incorporation to increase the
number shares which the Company may issue to 100 million shares. The results of
the votes on proposal three was:
FOR AGAINST ABSTAIN WITHHELD
--- ------- ------- --------
16,269,377 269,100 6,200 -0-
Proposal four was to amend the Articles of Incorporation to add a provision
eliminating the personal liability of the directors of the Company under certain
circumstances, the voting results on proposal four was:
FOR AGAINST ABSTAIN WITHHELD
--- ------- ------- --------
15,950,202 558,175 37,300 -0-
8
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Proposal five was to approve amending the Articles of incorporation to
eliminate the requirement that the approval of holders of two-thirds of the
voting stock must be obtained before the Company sells, leases or exchanges all
of its assets, and to provide that all substantial transactions requiring
shareholder approval in the future, and amendments to the Articles of
Incorporation, shall be approved if the voting requirements of the Colorado
Business Corporation Act are met. The voting results of the shareholder vote on
proposal five was:
FOR AGAINST ABSTAIN WITHHELD
--- ------- ------- --------
14,593,431 567,415 355,275 -0-
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 Company on Form 8-K
for the quarter ended February 29, 2000.
9
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
RUBY MINING COMPANY
(Company)
Date: April 12, 2000 By: /s/ John L. Larsen
------------------------------
JOHN L. LARSEN,
President
Date: April 12, 2000 By: /s/ Robert Scott Lorimer
------------------------------
ROBERT SCOTT LORIMER,
Principal Financial
Officer and Chief
Accounting Officer
10
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<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAY-31-2000
<PERIOD-END> FEB-29-2000
<CASH> 38,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 38,000
<PP&E> 39,600
<DEPRECIATION> 31,700
<TOTAL-ASSETS> 116,500
<CURRENT-LIABILITIES> 10,400
<BONDS> 0
0
0
<COMMON> 3,600
<OTHER-SE> 102,500
<TOTAL-LIABILITY-AND-EQUITY> 116,500
<SALES> 0
<TOTAL-REVENUES> 1,200
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 26,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (24,800)
<INCOME-TAX> 0
<INCOME-CONTINUING> (24,800)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (24,800)
<EPS-BASIC> (0.04)
<EPS-DILUTED> 0
</TABLE>
