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 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 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 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 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 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 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 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