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, 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 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 OCTOBER 7, 1998 - -------------------------------------- ----------------------------------- Common stock, $.001 par value 9,000,000 Shares RUBY MINING COMPANY INDEX PART I. FINANCIAL INFORMATION ITEM 1. Financial Statements Condensed Balance Sheet -- August 31, 1998 .............................3 Condensed Statements of Operations -- Three Months Ended August 31, 1998 and August 31, 1997....................................4 Condensed Statements of Cash Flows -- Three Months Ended August 31, 1998 and August 31, 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 2 RUBY MINING COMPANY PART I. FINANCIAL INFORMATION ITEM 1.FINANCIAL STATEMENTS CONDENSED BALANCE SHEET AUGUST 31, 1998 (UNAUDITED) ASSETS CURRENT ASSETS: Cash and Cash Equivalent $ 35,700 Other assets 300 -------- TOTAL CURRENT ASSETS 36,000 INVESTMENTS 103,700 PROPERTY AND EQUIPMENT, at cost 39,600 Less accumulated depreciation (31,600 -------- 8,000 -------- $ 147,700 ========= LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Directors' fees payable $ 10,400 Accounts payable - affiliates 60,900 -------- TOTAL CURRENT LIABILITIES: 71,300 SHAREHOLDERS' EQUITY Common stock, $0.001 par value; 20,000,000 shares authorized. 9,000,000 shares issued and outstanding, 9,000 Additional paid-in capital 623,400 Accumulated deficit (580,900) Unrealized Holding Gain on Investments 24,900 -------- 76,400 -------- $147,700 ======== See accompanying notes to condensed financial statements. 3 RUBY MINING COMPANY CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended AUGUST 31, ----------------------- 1998 1997 ---- ---- REVENUES: Interest $ 400 $ 300 COSTS AND EXPENSES: General and administrative 7,400 3,200 -------- -------- NET INCOME (LOSS) $ (7,000) $ (2,900) ======== -------- 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, ------------------------ 1998 1997 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $ (7,000) $ (2,900) Adjustments to reconcile net loss to net cash provided by operating activities: Increase in accounts payable-affiliate 7,400 3,200 -------- -------- CASH PROVIDED BY OPERATING ACTIVITIES 400 300 -------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS 400 300 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 35,300 34,000 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 35,700 $ 34,300 ======== ======== 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, 1998, and the Condensed Statements of Operations and Cash Flow for three months ended August 31, 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 Registrant as of August 31, 1998 and the results of operations and cash flow for the three months ended August 31, 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 August 31, 1998 and 1997 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. The $7,100 decrease in working capital during the quarter ended August 31, 1998 compared to May 31,1998, left a working capital deficit of $35,300 as compared to a working capital deficit of $18,200 at August 31, 1997. The Registrant anticipates that it will be able to meet its capital requirements for the remainder of the year ending May 31, 1999 as USE has not made demand on amounts due. 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, 1998 or the corresponding quarter of the prior year. The Registrant did however recognize $400 and $300 in interest revenue for the quarter ended August 31, 1998 and August 31, 1997 respectively. General and administrative costs increased during the quarter ended August 31, 1998 from the same period of the previous year by $4,200, primarily due to an increase in professional services, which had not yet been billed for audit services for the quarter ended August 31, 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 August 31, 1998. 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: October 7, 1998 By: /S/ JOHN L. LARSEN ------------------------------------- JOHN L. LARSEN, President Date: October 7, 1998 By: /S/ ROBERT SCOTT LORIMER -------------------------------------- ROBERT SCOTT LORIMER, Principal Financial Officer and Chief Accounting Officer 8