U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
x Quarterly Report Under Section 13 or 15(d) of the Securities
- --- Exchange Act of 1934
For the quarterly period ended March 31, 2003
Transition Report Pursuant to 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period of __________ to __________
Commission File Number 0-7501.
RUBY MINING COMPANY
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(Exact name of small business issuer as specified in its charter)
Colorado 83-0214117
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(State or other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
3399 Peachtree Rd. NE, Suite 810, Atlanta, Georgia 30326
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(Address of Principal Executive Offices)
Issuers Telephone Number (404) 231-8500
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(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Year)
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
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State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
Class Outstanding at May 19, 2003
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Common Stock, $.001 Par Value 30,820,169 shares
Transitional Small Business Disclosure Format: YES NO X
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RUBY MINING COMPANY AND SUBSIDIARY
Form 10-QSB
Index
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of March 31, 2002
and December 31, 2001. *
Condensed Consolidated Statements of Operations for the Three
Months Ended March 31, 2002 and 2001, and for the period from
inception through March 31, 2002 *
Condensed Consolidated Statements of Cash Flows for the Three
Months Ended March 31, 2002 and 2001, and for the period
from inception through March 31, 2002 *
Notes to Condensed Consolidated Financial Statements
*
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 3
PART II OTHER INFORMATION
Item 1. Legal Proceedings 4
Item 3. Controls and Procedures 4
Item 6. Exhibits and Reports on Form 8-K 4
SIGNATURES 5
Certification Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 302
of the Sarbanes-Oxley Act Of 2002 6
* To be filed by amendment as soon as practicable.
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RUBY MINING COMPANY AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Ruby Mining Company (the "Company") and it's wholly owned subsidiary Admiralty
Corporation ("Admiralty") are a development stage company and had only minimal
revenues from operations. The consolidated Company satisfied liquidity and
capital requirements during the three months ended March 31, 2003 through the
issuance of common stock, warrants, options, loans, and short-term interest
bearing advances. In addition, employees of the entity have partially deferred
payments of compensation to provide liquidity for the Company.
Further information to be provided by amendment as soon as practicable.
PLAN OF OPERATION
With the reorganization of the Company in 2001, management believes that the
Company has enhanced access to investments of capital. Management is utilizing
existing relationships and business advisors to seek opportunities for capital
investments. With the Company's current cash level, operations of the Company
will be limited over the next twelve months without a capital investment to
satisfy existing liabilities and to fund future operations.
RESULTS OF OPERATIONS
To be provided by amendment as soon as practicable.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The Company may, from time to time, make written or oral forward-looking
statements, including statements contained in the Company's filings with the
Securities and Exchange Commission (the "Commission") and its reports to
stockholders. Such forward-looking statements are made based on management's
belief as well as assumptions made by, and information currently available to,
management pursuant to "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. The Company's actual results may differ
materially from the results anticipated in these forward-looking statements due
to a variety of factors, including governmental monetary and fiscal policies,
the ability of the Company to obtain funding or financing for operations, the
ability of the Company to establish and maintain relationships with foreign
countries, and the successful utilization of the Company's developed technology.
The Company cautions that such factors are not exclusive. The Company does not
undertake to update any forward-looking statements that may be made from time to
time by, or on behalf of, the Company.
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PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company previously occupied office space pursuant to a Lease Agreement upon
which it defaulted. The landlord under that lease was granted a Consent Judgment
on March 1, 2002 for past due rent, expenses and interest in the aggregate
amount of approximately $108,000. To date, approximately $14,000 has been
applied to the judgment amount, leaving an unsatisfied balance of $94,000. The
Company vacated the leased premises and the balance of the Judgment remains
outstanding and has been accrued by the Company.
The Company is engaged in various other litigation matters from time to time in
the ordinary course of its business. The Company will vigorously defend its
position and believes the outcome of such litigation will not have a material
adverse effect on the Company or its operations.
ITEM 3. CONTROLS AND PROCEDURES
(A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. Within 90 days before
filing this report, the Company evaluated the effectiveness of the design and
operation of its disclosure controls and procedures. The Company's disclosure
controls and procedures are the controls and other procedures that the Company
has designed to ensure that it records, processes, summarizes and reports in a
timely manner the information the Company must disclose in its reports filed
under the Securities Exchange Act. Herbert C. Leeming, Chief Executive Officer
and Murray D. Bradley, Chief Financial Officer, reviewed and participated in
this evaluation. Base on this evaluation, Messrs. Leeming and Bradley concluded
that, as of the date of their evaluation, the Company's disclosure controls and
procedures were effective.
(B) INTERNAL CONTROLS. Since the date of the evaluation described above, there
have not been any significant changes in the Company's internal controls or in
other factors that could significantly affect those controls, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
99. Certification Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K. During the quarter ended March 31, 2003,
there were no reports filed on Form 8-K.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
RUBY MINING COMPANY
By: /s/ Herbert C. Leeming May 20, 2003
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Herbert C. Leeming. Date
President and Chief Executive Officer
(principal executive officer)
By: /s/ Murray D. Bradley, Jr. May 20, 2003
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Murray D. Bradley, Jr.. Date
Senior Vice President, Treasurer
(principal financial and accounting officer)
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CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-QSB of Ruby Mining Co., for
the period ending March 31, 2003 as filed with the Securities and Exchange
Commission on the date hereof, I, Herbert C. Leeming, Chief Executive Officer of
registrant, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss.
302 of the Sarbanes-Oxley Act of 2002, that:
1. I have reviewed this quarterly report on Form 10-QSB of Ruby Mining Co.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this quarerly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of registrant as of, and for, the periods presented in this quarterly
report; and
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: May 20, 2003 By: /s/ Herbert C. Leeming
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Herbert C. Leeming
Chief Executive Officer
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CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-QSB of Ruby Mining Co., for
the period ending March 31, 2003 as filed with the Securities and Exchange
Commission on the date hereof, I, Murray D. Bradley, Chief Financial Officer of
registrant, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss.
302 of the Sarbanes-Oxley Act of 2002, that:
1. I have reviewed this quarterly report on Form 10-QSB of Ruby Mining Co.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of registrant as of, and for, the periods presented in this quarterly
report; and
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: May 20, 2003 By: /s/ Murray D. Bradley
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Murray D. Bradley
Chief Financial Officer
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