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 June 30, 2004.
Commission File Number 0-7501.
RUBY MINING COMPANY
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Colorado 83-0214117
-------- ----------
(State or other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) Number)
3490 Piedmont Rd., Suite 304, Atlanta, Georgia 30305
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)
Issuers Telephone Number (404) 231-8500
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
----- -----
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 June 30, 2004
----- -----------------------------
Common Stock, $.001 Par Value 52,551,604 shares
Transitional Small Business Disclosure Format: YES NO X
------- -------
RUBY MINING COMPANY AND SUBSIDIARIES
Form 10-Q
Index
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited) 3
Condensed Consolidated Balance Sheets 4-5
Condensed Consolidated Statements of Operations 6
Condensed Consolidated Statements of Cash Flows 7
Notes to Financial Statements 7-9
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10-11
Item 3. Controls and Procedures 12
PART II OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities and Use of Proceeds 13
Item 3. Defaults Upon Senior Securities 14
Item 4. Submission of Matter to a Vote of Security Holders 14
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 15
Exhibit Index 16
2
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
RUBY MINING COMPANY AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
JUNE 30, DECEMBER 31,
2004 2003
------------- ------------
ASSETS
CURRENT ASSETS
Cash in bank $ 42,127 $ 352,037
Expense and employee receivable 216,226 173,976
Other 15,368 11,368
------------ ------------
TOTAL CURRENT ASSETS 273,761 537,381
Fixed assets, net of accumulated depreciation 640 758
New World Legacy-vessel; net of accumulated depreciation 785,286 0
Other assets 38,014 47,714
------------ ------------
TOTAL ASSETS $ 1,097,701 $ 585,853
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
Current liabilities
Accounts payable $ 230,056 $ 640,326
Accrued compensation and consulting fees 343,000 202,000
Short-term advances 339,850 212,000
------------ ------------
TOTAL CURRENT LIABILITIES 912,906 1,054,526
Long-term debt, net of discount 3,753,879 3,557,193
Interest payable 2,718,609 2,513,441
------------ ------------
TOTAL LIABILITIES 7,385,394 7,125,160
------------ ------------
Stockholders' deficit
Common stock 52,552 45,966
Paid-in capital 10,166,599 8,223,032
Subscribed shares 0 274,975
Receivable for exercised options (237,175) (237,175)
Development stage deficit (16,269,669) (14,846,105)
------------ ------------
Total stockholders' deficit (6,287,693) (6,539,307)
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 1,097,701 $ 585,853
============ ============
See notes to condensed consolidated financial statements.
3
RUBY MINING COMPANY AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended
From Inception June 30,
through ------------------------------
June 30, 2004 2004 2003
-------------- ------------ ------------
Revenues $ 199,927 $ -- $ --
------------- ------------ ------------
Operating expenses
Compensation and employee benefits 3,229,283 98,687 29,030
Forgiveness of salaries (663,625) -- --
Research and development 1,840,423 -- --
General and administrative 3,826,980 84,968 56,251
Depreciation and amortization 162,388 12,692 2,890
Professional fees 3,584,080 60,843 73,969
Exploration expense 222,861 222,861 --
------------- ------------ ------------
12,202,390 480,051 162,140
------------- ------------ ------------
Operating (loss) (12,002,463) (480,051) (162,140)
Other income (expense) 724,615 53,183 5,574
Interest (expense) (4,991,821) (246,922) (208,201)
------------- ------------ ------------
Net (loss) $ (16,269,669) $ (673,970) $ (364,767)
============= ============ ============
Net (loss) per common share:
Basic and diluted $ (0.01) $ (0.01)
============ ============
See notes to condensed consolidated financial statements.
4
RUBY MINING COMPANY AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Six Months Ended
June 30,
----------------------------
2004 2003
----------- -----------
Revenues $ -- $ --
----------- -----------
Operating expenses
Compensation and employee benefits 207,433 76,500
Research and development 250,000 --
General and administrative 173,886 111,878
Depreciation and amortization 12,751 5,780
Professional fees 194,900 99,074
Exploration expense 222,861
----------- -----------
1,061,831 293,232
----------- -----------
Operating (loss) (1,061,831) (293,232)
Other income (expense) 103,409 11,103
Interest (expense) (465,142) (409,742)
----------- -----------
Net (loss) $(1,423,564) $ (691,871)
=========== ===========
Net (loss) per common share:
Basic and diluted $ (0.03) $ (0.02)
=========== ===========
See notes to condensed consolidated financial statements.
5
RUBY MINING COMPANY AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
From Inception
Six Months Ended Through
June 30, June 30,2004
------------------------------- --------------
2004 2003
------------- -------------
Operating activities
Net loss $ (1,423,564) $ (691,871) $ (16,269,669)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 12,751 5,780 161,170
Discount amortization 196,686 175,916 1,849,737
Equity-based professional services 177,000 -- 1,055,960
Increase in accounts payable and accruals (66,090) 35,402 1,087,800
Increase in interest payable 205,168 224,085 2,720,827
Other, net 5,700 59,405 47,982
------------ ------------ -------------
Net cash used in operating activities (892,349) (191,283) (9,346,103)
------------ ------------ -------------
Investing activities
Advances under expense receivable (42,290) (2,086) (186,325)
Purchase of fixed assets -- -- (149,177)
Purchase of vessel (448,019) -- (448,019)
------------ ------------ -------------
Net cash used in investing activities (490,309) (2,086) (783,521)
------------ ------------ -------------
Financing activities
Issuance of common stock and warrants 924,486 15,001 7,352,172
Short-term advances 148,262 163,300 639,462
Stock subscription -- 15,000 275,975
Issuance of debentures -- -- 1,904,142
------------ ------------ -------------
Net cash provided by financing activities 1,072,748 193,301 10,171,751
------------ ------------ -------------
Net increase (decrease) in cash (309,910) (68) 42,127
Cash at beginning of period 352,037 1,606 --
------------ ------------ -------------
Cash at end of period $ 42,127 $ 1,538 $ 42,127
============ ============ =============
See notes to condensed consolidated financial statements.
6
RUBY MINING COMPANY AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004
(UNAUDITED)
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements include the
accounts of Ruby Mining Company (the "Company") and its wholly-owned
subsidiaries, Admiralty Corporation ("Admiralty"), and Admiralty Marine
Operations, LTD. ("AMO"). Significant inter-company transactions and accounts
are eliminated in consolidation.
The financial statements as of June 30, 2004 and for the three and six months
ended June 30, 2004 and 2003 are unaudited and have been prepared pursuant to
the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States have been condensed or omitted pursuant to such rules and
regulations. These condensed consolidated financial statements should be read in
conjunction with the audited financial statements and notes thereto included in
the Company's annual report. The financial information included herein reflects
all adjustments (consisting of normal recurring adjustments) which are, in the
opinion of management, necessary to a fair presentation of the financial
position and results of operations for interim periods.
The preparation of financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities and
income and expense amounts. Actual results could differ from those estimates.
The Company and its subsidiaries are a development stage company and have had
only minimal revenues. The consolidated development stage deficit of the
entities is $16,269,669. These matters indicate substantial doubt about the
ability of the Company to continue as a going concern. Management of the Company
recognizes that additional capital will be needed to continue operations and is
seeking to establish arrangements for capital or financing. The success of the
Company is dependent upon management's ability to implement plans for capital
and financing.
During the quarter ending March 31, 2004, the Company organized AMO as a
wholly-owned subsidiary. AMO, through capitalization from the Company, acquired
the New World Legacy, a research vessel for cash consideration of $429,472, and
for equity instruments of the Company valued at $350,00.
During the quarter ending June 30, 2004, the Company issued 1,371,595 shares of
common stock for cash consideration of $348,985 and forgiveness of liabilities
of $157,614. In addition the Company issued 5,329,008 warrants on the Company's
common stock during the quarter ending June 30, 2004. Each warrant is for one
share of the Company's common stock. Of these warrants issued, 852,858 were
issued as part of the private placement stock offering being conducted by the
Company during this time.
7
RUBY MINING COMPANY AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004
(UNAUDITED)
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION (CONTINUED)
These warrants have exercise prices ranging from $1.35 to $2.25. The remaining
4,476,150 warrants were issued by the Company to employees, directors and
consultants to the Company. These warrants are on restricted stock of the
Company and cannot be immediately exercised. These exercise price of these
warrants is $0.25 per share.
NOTE 2 - STOCK BASED COMPENSATION
The Company accounts for stock-based compensation utilizing the intrinsic value
method. Presented below is certain financial information of the Company with
comparative proforma information determined as if the Company had accounted for
the stock-based compensation utilizing the fair-value method for the presented
six month periods.
June 30, 2004 June 30, 2003
-------------- --------------
Net Loss as reported $ (1,423,564) $ (691,871)
Basic and diluted loss per share
As reported $ (0.03) $ (0.02)
Stock-based employee compensation
cost included in net loss as reported $ -- $ --
Stock based employee compensation
cost based on fair-value method $ -- $ --
Proforma net loss including stock-based
compensation cost based on fair-value method $ (1,423,564) $ (691,871)
Proforma basic and diluted loss per share
including stock-based compensation
cost based on fair-value method $ (0.03) $ (0.02)
8
RUBY MINING COMPANY AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004
(UNAUDITED)
NOTE 3 - EARNINGS PER SHARE
Earnings per share are calculated on the basis of the weighted average number of
shares outstanding. As the Company has granted stock options and other equity
instruments to officers and others associated with the Company, earnings per
share may be diluted by these instruments. As these equity instruments would be
anti-dilutive, diluted earnings per share separate from basic earnings per share
has not been presented in the accompanying statements of operations. At June 30,
2004 the Company had outstanding 8,996,384 warrants and 768,200 options on
common stock, each convertible to one share of the Company's common stock. The
options exercised to common stock and shown as a reduction of equity have been
presented in the outstanding shares presentation and in the earnings per share
presentation. The following presents the calculation of basic earnings per
share:
For the Six Months Ended June 30, 2004
----------------------------------------------
Weighted
Average Per-Share
(Numerator) Shares Amount
(Denominator)
------------ ------------- ----------
BASIC EPS
Income (loss) available to
common shareholders' $ (1,423,564) $ 51,525,802 $ (0.03)
============ ============= ==========
For the Six Months Ended June 30, 2004
----------------------------------------------
Weighted
Average Per-Share
(Numerator) Shares Amount
(Denominator)
------------ ------------- ----------
BASIC EPS
Income (loss) available to
common shareholders' $ (691,871) $ 30,553,503 $ (0.02)
============= ============= ==========
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Ruby Mining Company (the "Company") and its wholly owned subsidiaries Admiralty
Corporation ("Admiralty") and Admiralty Marine Operations Ltd. ("AMO") are a
development stage company and have had only minimal revenues from operations.
The consolidated Company satisfied liquidity and capital requirements during the
three months ended June 30, 2004 through the issuance of 1,371,595 shares of
common stock for a consideration of $507,099 from 36 individuals. The
certificates representing these shares were issued on or about June 30, 2004. In
addition, employees of the Company have partially deferred payments of
compensation to help provide liquidity for the Company.
The Company satisfied $100,000 in acquisition costs for the New World Legacy by
issuing 800,000 five (5) year warrants at an exercise price of $0.25 per share
to one individual.
The Company entered into a Conditional Bill of Sale dated February 7, 2004 with
Caribbean Treasure Hunters, Inc. to acquire the marine research vessel the New
World Legacy for 1,000,000 shares of common stock of the Company. The shares are
"restricted securities" under Rule 144 issued by the Securities and Exchange
Commission. The conditions of the acquisition of the vessel were payment of all
liens and custody expenses. At June 30, 2004, $779,472.31 total consideration
had been paid for the New World Legacy. $250,000 of this amount was in the form
of the 1,000,000 shares issued to Caribbean Treasure Hunters, Inc., and $100,000
was recorded in exchange for 800,000 five year warrants exercisable at $0.25
each. The remainder, $447,920.56 was paid by the Company in cash, in part from
cash proceeds received by the Company from the issuance of promissory notes
totaling $310,819 (with 7-year terms and annual interest rates of 6.75%)
provided by two individuals (one an executive officer of the Company). Upon
satisfaction of the conditions of the conditional Bill of Sale, one five-year
warrant exercisable at $0.25 per share will be issued to these individuals for
each principal dollar loaned.
PLAN OF OPERATION
As the Company has commenced operations on the Pedro Bank in Jamaican waters,
management believes that the Company has enhanced access to investments of
capital. Management is utilizing existing relationships and business advisors to
seek additional opportunities for capital investments. Currently, Management is
seeking to privately place $1,750,000 worth of restricted stock and warrants at
a price of $0.70 per Unit (with each Unit consisting of one share of common
stock and two warrants)to accredited investors. With the Company's current cash
level, operations of the Company would be limited over the next twelve months
without an additional capital investment to satisfy existing liabilities and to
fund future operations. During the three months ended June 30, 2004 the Company
satisfied liquidity needs through short-term borrowings, deferral of some
salaries and expenses and the sale of equity securities.
10
RESULTS OF OPERATIONS
The Company had no revenue from operations during the three months ended June
30, 2004. For the three months ended June 30, 2004, the Company incurred a net
loss of $673,790 compared to a net loss of $364,767 for the three months ended
June 30, 2003. The increase was primarily due to an increase in costs associated
with the Company's marine expedition at the Pedro Bank, Jamaica, including
professional fees for archaeological costs in Jamaica. The Company also incurred
professional fees for settlement of legal disputes, and a $69,657 increase in
salary accruals. The Company's present activities consist of establishing and
maintaining financing and funding sources and opportunities and establishing and
maintaining relationships and arrangements that will enhance the Company's
ability to pursue historic shipwrecks. Additionally, the Company acquired a
search and recovery ship, the New World Legacy (the "Ship"), which it has
deployed on the Pedro Bank and on other projects and the Company continues
building the first ATLISTM field units to be used in the search efforts on the
Pedro Bank.
For the three months ended June 30, 2004 depreciation and amortization have
increased from the three months ending June 30, 2003 due to the New World Legacy
acquisition. This amount should increase in the future with building of the
ATLISTM field units and the acquisition of other equipment. General and
administrative costs for the three months ended June 30, 2004 have increased
from those costs for the three months ended June 30, 2003 due to increased
activities related to obtaining funding and due to the acquisition of the Ship
and continued work associated with building the ATLISTM field units.
For the six month period ending June 30, 2004, the Company incurred a loss of
$1,423,564 compared to a loss of $691,871 in the same period ending June 30,
2003. The increased loss is due principally to expenses and costs associated
with the Company's survey operations on the Pedro Bank, Jamaica and the expenses
and costs associated with restructuring Company debts.
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.
11
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. G. Howard Collingwood, Chief
Executive Officer and Murray D. Bradley, Jr., Chief Financial Officer, reviewed
and participated in this evaluation. Base on this evaluation, Messrs.
Collingwood 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. The Company is currently reviewing proposed internal
control procedures to increase compliance with SEC reporting through Forms 3, 4
and 5 by individuals affected by these requirements.
PART II OTHER INFORMATION
Item 1. Legal Proceedings
A Complaint for Turnover was filed in the United States Bankruptcy Court for the
Northern District of Georgia, Atlanta Division, against Admiralty by Dale R. F.
Goodman, Trustee for the Bankruptcy Estate of Ralph Franklin Ketchum, Jr. and
Patsy Sue Ketchum on April 19, 2002. The Trustee obtained a judgment against
Admiralty in the amount of $66,000 for back salary allegedly due to the Debtor
Ralph Franklin Ketchum, Jr. for the years 1999 and 2000. Admiralty is attempting
to settle the judgment for a lesser amount.
The Company's lawsuits against two individuals who had been engaged by the
Company to provide consulting services, which actions were described in the
Company's 10-QSB for the quarter ended March 31, 2004, have been settled and
those actions have been dismissed. In one case, the consultant/defendant paid
the Company $20,000 for prior stock options exercised by this individual and
also paid the Company an additional $60,000 to exercise a stock option for
500,000 shares of the Company's common stock which were registered for resale
under Form S-8. the parties also entered into mutual releases and
indemnifications. In the other case, the action was dismissed and the parties
entered into mutual releases and indemnifications. Litigation is proceeding in
the "Matter of John Mansfield" action filed by the Company in Pickens County,
Georgia Superior Court to recover monies owed for non-payment of a promissory
note executed by Mr. Mansfield for the purchase of shares upon the exercise of a
stock option.
12
The Company is also engaged in litigation against its former CEO filed in the
Superior Court of Fulton County to recover monies owed the Company for
advances/loans by the Company.
The Company may also be engaged in various other litigation matters from time to
time in the ordinary course of business. The Company will vigorously defend or
prosecute its position, as the case may be, and believes the outcome of any
litigation will not have a material effect on the Company.
Item 2. Changes in Securities and Use of Proceeds
Recent Sales of Unregistered Securities
On April 7, 2004 the company issued 630,166 shares of its common stock, in
exchange for debts totaling $157,614.60, at a share price of $0.25 a share to
four individuals who had previously loaned the Company money. In addition, on
April 2, 2004, a shareholder exercised warrants to purchase 300,000 shares of
common stock for a total consideration of $40,500. Furthermore,, beginning April
19, 2004 through and including June 30, 2004, the Company initiated a private
placement of unregistered securities in the form of units, with each unit
consisting of one share of restricted common stock, one two-year warrant to
purchase a restricted share of common stock at an exercise price of $1.35 and
one four-year warrant to purchase a restricted share of common stock at an
exercise price of $2.25. From April 19, 2004 through June 30, 2004, a total of
441,429 units were sold for aggregate consideration of $308,485. Any commissions
or finders' fees in connection with the sale of the units will be paid at the
end of this offering and will be reported on Form D and in the quarterly or
annual filing with the United States Securities and Exchange Commission ("SEC")
for the period in which such commissions or finders' fees are paid.
On March 3, 2004, the Board of Directors granted 4,476,150 five-year employee
stock warrants to purchase 4,476,150 shares of restricted common stock, such
warrants exercisable after a six-month holding period at an exercise price of
$0.25 per share. These warrants were issued on June 11, 2004. Also approved for
the former CEO was a five-year warrant to purchase 3,430,000 shares of
restricted common stock, which warrant has yet to be granted pending a
resolution of monies owed to the Company by the former CEO.
In making the foregoing sales and issuances of securities, the Company relied
upon the exemptions from the registration requirements of the Securities Act of
1933, as amended (the "Act"), provided by Sections 4(2) and 4(6) of the Act and
Rule 506 of Regulation D promulgated by the SEC pursuant to authority granted to
it by the Act, as transactions not involving a public offering made solely to
"accredited investors."
Repurchase of Securities
The Company did not repurchase any of its common shares during the second
quarter of 2004.
13
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
On July 9, 2004, Herbert C. Leeming and James W. Larsen tendered their
resignations as directors of the Company. Effective July 22, 2004, James W.
Larsen also resigned as an executive officer of the Company. He is currently
continuing his work on the ATLISTM field units as a technology consultant to the
Company. The Company reduced a loan payable to G. Howard Collingwood in the
principal amount of $55,395 in satisfaction of a "short swing" profit
unintentionally realized by Mr. Collingwood as a result of purchases and sales
of the Company's common stock by Mr. Collingwood in 2003. This loan reduction
left a balance owed to Mr. Collingwood of Approximately $129,000 as of June 30,
2004. The monies loaned to the Company were used in connection with the
acquisition of the ship the New World Legacy.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit 31.1 Certification of President and Chief Executive
Officer pursuant to Section 302 of Sarbanes-Oxley
Act of 2002.
Exhibit 31.2 Certification of Chief Financial Officer pursuant to
Section 302 of Sarbanes-Oxley Act of 2002.
Exhibit 32.1 Certifications pursuant to Section 906 of Sarbanes-
Oxley Act of 2002.
(b) Form 8-K
Reports on Form 8-K. None.
14
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized on August 13, 2004.
Ruby Mining Co.,
a Colorado corporation
By: /s/ G. Howard Collingwood
--------------------------------
Name: G. Howard Collingwood
Title: Chief Executive Officer
By: /s/ Murray D. Bradley, Jr.
--------------------------------
Name: Murray D. Bradley, Jr.
Title: Chief Financial Officer
15
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
Exhibit 31.1 Certification of President and Chief Executive
Officer pursuant to Section 302 of Sarbanes-Oxley
Act of 2002.
Exhibit 31.2 Certification of Chief Financial Officer pursuant to
Section 302 of Sarbanes-Oxley Act of 2002.
Exhibit 32.1 Certifications pursuant to Section 906 of Sarbanes-
Oxley Act of 2002.
16