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 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 RUBY MINING COMPANY PART I. FINANCIAL INFORMATION Item 1Financial Statements Condensed Balance Sheet November 30, 1998 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 ========= See accompanying notes to condensed financial statements. RUBY MINING COMPANY Condensed Statements of Operations (Unaudited) Three Months Ended Six Months Ended November 30, November 30, ------------------ -------------- 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 ========= ========= ========= ========= * Less than $.01 per share. See accompanying notes to condensed financial statements. RUBY MINING COMPANY Condensed Statements of Cash Flows (Unaudited) Six Months Ended November 30, ------------------------ 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 ========= ========= See accompanying notes to condensed financial statements. 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. 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. 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