U.S. SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.
                                  FORM 10-KSB/A

                    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

                           COMMISSION FILE NO. 0-7501

                               RUBY MINING COMPANY
--------------------------------------------------------------------------------
        (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
  INCORPORATION OR ORGANIZATION)                          IDENTIFICATION NO.)

                             3318 Highway 5, No. 504
                        Douglasville, Georgia 30135-2308
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                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (404) 348-4728
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              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)


                     125 Valleyside Drive, Dallas, GA 30157
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                          (REGISTRANT'S FORMER ADDRESS)


CHECK WHETHER THE ISSUER (1) FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION
13 OR 15(D) OF THE EXCHANGE ACT OR 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.

                      [ X ]   YES                  [     ]   NO

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB/A or any
amendment to this Form 10-KSB/A. [ ]

The registrant had $0 revenues in the most recent fiscal year.

As of April 11, 2005 the Registrant had 55,551,390 shares of Common Stock, $.001
par value, outstanding, and the aggregate market value of the shares held by
non-affiliates on that date was approximately $16,665,417.

Transitional Small Business Disclosure format:   Yes  [   ]     No  [ X ]


<PAGE>




                                EXPLANATORY NOTE

     Ruby Mining Company (the "Company") is filing this Amendment No. 2 to its
Annual Report on Form 10-KSB/A for its fiscal year ended December 31, 2004, as
filed with the Securities and Exchange Commission (the Commission") on April 14,
2005 (the "Original Filing"), as amended by the filing of a Form 10-KSB/A
("Amendment No. 1") with the Commission on June 24, 2005. Amendment No. 1 was
filed to correct the inadvertent omission in the Original Filing of the name and
electronic signature of the Company's Independent Registered Public Accounting
Firm. This Amendment No. 2 is being filed to address comments received by the
staff of the Commission in connection with the staff's review of Amendment No.
1. In this regard, this Amendment No. 2 is filed to:

     (i) provide the explanation (reason) for filing Amendment No. 1, which is
as stated above - to correct the inadvertent omission of the name and electronic
signature of the Independent Registered Public Accounting Firm, which name and
electronic signature are included in and made a part of this Amendment No. 2.

     (ii) amend and restate Part I, Item I, Description of Business, Strategic
Alliances and Joint Ventures, to expand the disclosure to convey more clearly
the terms of the Company's agreements and joint ventures with third parties in
recent years.

     (iii) amend Part II, Item 7 (Exhibit 99.16), Financial Statements and
Supplementary Data, Report of the Independent Registered Accountants, to include
a report from the Independent Registered Accountants which does not reference
other auditors and indicates that the inception period began in 1988.

     (iv) amend Part II, Item 7 (Exhibit 99.16), Financial Statements and
Supplementary Data, Statements of Stockholders' Equity, to report stockholders'
equity on an annual basis from the inception date of April 15, 1988 through the
reverse merger date of May 21, 2001 (the "Merger Date") and after the Merger
Date to provide the details of each equity issuance in accordance with the
requirements of paragraph 11.d. of SFAS 7.

     (v) amend Part II, Item 7 (Exhibit 99.16), Financial Statements and
Supplementary Data, Note 1 - Nature of Business, to state that the financial
Statements reflect the reverse merger as of the date of the transaction.

     Except for the amendments described above, this Form 10-K/ A does not
modify or update other disclosures in, or exhibits to, the Original Filing or
Amendment No. 1.






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<PAGE>


                                     PART I.

ITEM 1.  DESCRIPTION OF BUSINESS

BACKGROUND

     Pursuant to a Plan and Agreement of Share Exchange implemented in 2001 (the
"Share Exchange Agreement"), the shareholders of Admiralty Corporation, a
Georgia corporation ("Admiralty"), then became the principal shareholders of the
Registrant, Ruby Mining Company, a Colorado corporation (the "Company"), and
Admiralty then became and remains today a wholly-owned subsidiary of the
Company. Since that time, the Company has conducted its operations through
Admiralty. The Company was incorporated under the laws of the State of Colorado
in 1971. Admiralty was incorporated under the laws of the State of Georgia in
1988.

GENERAL DESCRIPTION

     The Company is engaged in the business of testing and deploying proprietary
detection technology to be used, in partnership with governments, marine
archaeologists and other nautical and maritime experts, to locate and recover
valuable cargoes from historic shipwrecks, primarily those from the 16th, 17th,
and 18th centuries. The Company is also studying the potential of utilizing its
technology to assist domestic governmental agencies to locate and retrieve for
disposal unexploded marine ordnance and weapons.

     Admiralty has focused its efforts in 8 principal areas:

     1.  Developing a new, proprietary technology to detect gold, silver and
         other precious metals in a salt-water environment, through layers of
         sand, sediment and coral.

     2.  Conducting historical research on shipwrecks, principally those from
         the 16th, 17th, and 18th centuries.

     3.  Analyzing the principal issues related to the legalities associated
         with historic (pre-1900) shipwreck search and recovery operations.

     4.  Negotiating agreements with countries for permits to search for and
         recover valuable cargoes from historic shipwrecks in their territorial
         waters.

     5.  Finding synergistic and accretive joint venture, investment and
         acquisition candidates with experience, expertise, and assets (such as
         vessels, equipment, historical research, and projects) related to the
         business of shipwreck exploration and excavation.

     6.  Conducting search efforts to locate and arrest historic shipwrecks in
         international waters.

     7.  Acquiring marine vessels equipped with advanced conventional search and
         recovery capabilities for use in historic shipwreck search and recovery
         operations

     8.  Exploring, in association with domestic governmental agencies, the
         possibility of deploying the ATLIS(TM) technology to locate and
         retrieve for disposal unexplodED ordnance and weapons in the
         territorial waters of the Untied States.




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SHIPWRECK SEARCH AND RECOVERY TECHNOLOGY

     Admiralty has designed and developed a proprietary detection technology,
which it calls ATLIS(TM), to locate, quantify and differentiate among precious
metals in a mariNE environment. To assist it in enhancing the functionality of
the ATLIS(TM) technologY, Admiralty associated a university-affiliated
scientific expert in the field of remote-sensing. Admiralty has completed the
initial testing phase of its technology (in the laboratory and in the ocean) and
is now building the first ATLIS(TM) field units for use IN shipwreck search and
recovery operations on the Pedro Bank in the territorial waters of Jamaica and
other areas. On April 20, 2004, Admiralty received United States Patent No.: US
6,724,191 B1 from the U.S. Patent Office entitled: SYSTEMS AND METODS USEFUL FOR
DETECTING PRESENCE AND/OR LOCATION OF VARIOUS MATERIALS. Additionally, the
Company has two other patent applications pending under U.S. Patent Application
Serial Numbers 10/899,391 and 60/490,315. Information Disclosure Statements and
Forms PTO/SB/08 were filed on both these patents with the U.S. Patent Office
subsequent to the year ended 2004, on February 25, 2005 by our intellectual
property law firm, Kilpatrick Stockton LLP. One is entitled SYSTEMS AND METHODS
FOR SYNCHRONOUS DETECTION OF SIGNALS and the other is entitled METHODS AND
SYSTEMS FOR ENCHANCING DETECTION IN DETECTION SYSTEMS. James Wagner Larsen, a
former Vice President and director of the Company and currently a technology
consultant to the Company, is the inventor and Admiralty is the assignee of
these patents. Barring unforeseen circumstances, the Company expects the two
additional U.S. patents to be issued within the next twelve months. Admiralty
intends to maintain an active research and development program for the design
and development of additional proprietary marine detection technologies and
devices for use in historic shipwreck search and recovery operations.

     Admiralty has also enhanced the marine search capabilities associated with
its ATLIS(TM) technology by positioning itself to acquire an advanced "Remotely
Operated Vehicle" ("ROV") to be integrated with the ATLIS(TM) technology. This
capability is being developed through tHE Company's association with Nova Marine
Exploration, Inc. and its subsidiary NovaRay(R), Inc. ("NRI") developers of the
Nova Ray(R) ROV. According to NRI:

     The Nova Ray(R) uses the hydrodynamic features of its proven `arcuate' wing
     to worK with the current - not against it. The `arcuate' wing (used to
     describe objects that are bent or curved in the form of a bow) provides
     stability in strong tidal and river currents and counters destabilizing
     effects of cable drag. It works effectively with an umbilical cable and the
     current, as opposed to fighting against each factor. This ability works
     contrary to nearly all other portable ROVs on the market today. The Nova
     Ray(R) operates in up to 9 knot currents under tow (the industry standard
     beinG just 2 knots), and has plenty of payload for cost effective results.
     The Nova Ray(R) goes deeper with less cable than other underwater towable
     vehicles. Having the most efficient design in nature, the portable, cost
     effective Nova Ray(R) is a naturaL selection for underwater inspection and
     detection projects. Numerous patents for the subsea system have been
     granted, allowed or are pending. The US Navy has referenced the Nova Ray(R)
     in its own patent applications.

     The use of ROV surveys could substantially reduce the time required to
locate metal-bearing anomalies in deep or flowing current search areas. NRI has
already adopted a reticulated and pick-up arm for the Nova Ray ROV to retrieve
objects on deep-water wrecks, even in strong currents. Additionally, the Company
expects to be able to adapt the ATLIS(TM) technology to the Nova Ray ROV and
deploy the adapted ROV to study in detail those anomalies which correlate with
Admiralty's historic research and determine whether shipwreck recovery efforts
are warranted, thus expanding the Company's capabilities to deep water and areas
of flowing currents.



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SHIPWRECK SEARCH AND RECOVERY PERMITS

     Admiralty currently holds an exclusive permit from the Government of
Jamaica (the only such permit from Jamaica) to conduct search and recovery
operations on the Pedro Bank, a 2000 square mile underwater "plateau" in the
Caribbean Sea, southwest of Kingston, Jamaica. This area is believed to be one
of the richest in the world for shipwrecks from the Spanish flotillas carrying
gold and silver bars and coins, gemstones and artifacts from Latin America (then
known as the "New World") to the Spanish Empire. Two of Admiralty's marine
science consultants have estimated that there are 300 or more historic
shipwrecks in the vicinity of the Pedro Bank.

     The ATLIS(TM) technology, by enabling the Company to pinpoint the location
of valuabLE cargoes of historic shipwrecks, will allow the Company to restrict
its recovery activities to a relatively confined area, thereby significantly
mitigating the severe and often irreparable environmental damage resulting from
the widespread excavation that is typically necessitated by conventional marine
search and recovery operations. It was largely this serious environmental damage
that led many nations to cease issuing permits many years ago to commercial
marine salvage operators and often nefarious "treasure hunters". Mainly due to
its ability to conduct its search and recovery operations without wreaking havoc
on the marine environment, the Company was able to convince the Government of
Jamaica to reconsider its longstanding moratorium on marine permits and grant to
Admiralty a license to search for and recover valuable cargoes from historic
shipwrecks situated on the Pedro Bank.

     Admiralty expects that other countries will be similarly receptive to the
advantages and attributes of the ATLIS(TM) technology and therefore will
favorably entertain applicatioNS by Admiralty for shipwreck search and recovery
permits in their territorial waters. In this regard, Admiralty recently began
negotiating the key terms and conditions of a marine exploration and excavation
permit from another government within the Caribbean region that is expected to
be granted by the end of May of 2005. Admiralty has also engaged in preliminary
discussions regarding shipwreck search and recovery projects and joint ventures
from several other permit holders and plans to continue to aggressively pursue
these discussions during 2005.

SHIPWRECK RESEARCH

     In addition to its efforts directed to the acquisition of permits,
Admiralty has identified and continues to identify potential search sites
through its research into historical records which document the existence and
often general location of wrecks in the target search areas. In some instances,
the research materials describe the salvage efforts, if any, that may have been
undertaken after the wreck occurred. Such research typically provides an
indication of the value of the shipwreck since a detailed manifest (i.e., list
and description of the items being transported) was prepared for each ship.

STRATEGIC ALLIANCES AND JOINT VENTURES

     In addition to its past contractual relationships with governmental
agencies such as NASA and Sandia, Admiralty has also developed new strategic
contractual alliances with academic and other marine and maritime institutions,
including (i) the Center for Maritime & Underwater Resource Management
("CMURM"), a non-profit organization originally affiliated with Michigan State
University which assists and advises businesses, communities, and governments on
projects involving the management and development of maritime and underwater
resources, and (ii) Mount McGovern Co., Ltd. ("Mount McGovern"), a Canadian firm
with expertise in nautical and terrestrial archaeology and heritage resource
management. Areas of expertise of CMURM and Mount McGovern include historic
shipwrecks and other maritime heritage, marine parks and protected areas,
water-based recreation, coastal and heritage tourism,



                                       5
<PAGE>



and scientific diving. Under contract with the Company, the principals of CMURM
and Mount McGovern formed a company, Archeology & Maritime Heritage
International, LLC, a for profit company, which in collaboration with
representatives of the Government of Jamaica and the Jamaica Heritage Resource
Management, produced the written archaeological recovery plan for Jamaica which
has been accepted by Jamaica as the guide for the conduct of the Pedro Bank
operations.

     In September 2004, the Company entered into an Enterprise Venture Agreement
("EVA") between (a) John Doering, and his associates ("Doering"), and (b)
Admiralty and NRI, to arrest and recover four ships whose general description
and location were supplied by "Doering". The EVA allows for the assignment of
the arrest and recovery rights, in whole or in part, to funding sources. The
four sites are respectively referred to as "Project Green", "Project Red",
"Project White", and "Project Yellow." The wrecks in question are believed to be
situated in locations not subject to state, federal, or foreign jurisdiction.

     Also, during the spring, summer and fall of 2004, the Company entered into
several agreements to survey sites using the Company research vessel, the R/V
New World Legacy. Using this vessel, the Company has completed survey work for
GCS Technologies, LLC in its permit area off Key West, Florida and for
Underwater Treasure Associates, L.L.P. in its permitted area southwest of
Galveston, Texas. While the company has not benefited by locating any
significant treasure during these activities the projects met a goal of
providing additional work and opportunities for both the Company and its major
capital asset, the R/V New World Legacy.

     In 2003, the Company entered into an agreement with Georgia Tech Research
Corporation, which serves as the contracting arm for the Georgia Institute of
Technology (collectively, "Georgia Tech"). This agreement grants to Georgia Tech
a non-exclusive license of the Company's ATLIS(TM) technology for conducting
research and developmeNT activities towards the development of that technology
for use in locating unexploded land-based ordnance. All other rights pertaining
to the ATLIS(TM) technology, including, bUT not limited to, use in locating
unexploded marine ordnance and in locating and recovering historic shipwrecks,
are expressly reserved to the Company.

     The agreement does not grant to Georgia Tech any rights to commercialize
the subject matter of the license. Moreover, the Company will own all rights to
any improvements to the ATLIS(TM) technology resulting from the license,
including any and all patent rights resultiNG from any such improvements,
provided, however, a customary royalty will be paid to Georgia Tech in the event
any such improvements become the subject of a U.S. patent application.

     In the spring of 2005, the Company entered into a joint venture agreement
with Corazon & Corazon, a company engaged in providing charitable services in
CaribbEAN countries and elsewhere, to arrest and potentially recover valuable
artifacts from a shipwreck believed to be either from the 16th or 17th century,
the site for which wreck is situated in international waters in the Caribbean.
In March 2005, the Company, pursuant to the joint venture, arrested, through an
order from a federal district court, a 30 square mile area which is believed to
contain the shipwreck site. The joint venture agreement provides for a division
of revenues, after reimbursement for all project expenses, of 60% to Admiralty
and 40% to Corazon & Corazon.

SHIPWRECK SEARCH AND RECOVERY VESSELS

     The Company completed its acquisition of the R/V New World Legacy, a
110-foot, 169-ton ship (the "Ship") built specifically for historic shipwreck
search and recovery operations in the Caribbean during 2004. The terms of the
acquisition included the issuance of 1,000,000 shares of the Company's common
stock to the corporation that owned the Ship and the assumption of certain liens
and obligations encumbering the Ship.



                                       6
<PAGE>



     The Ship will accommodate 21 persons, including a crew of 4. It has been
outfitted with sophisticated dive-support equipment and special marine survey
and recovery equipment, including a "fish tow" cesium magnetometer (currently
unavailable for use), two hand-held cesium magnetometers, sub-bottom mapping
electronic equipment and software, world wide nautical chart software, two
18-foot Boston Whalers, a heavy-duty crane, air compressors for diving tanks,
and a full dive air Nitrox system.

     The Company is utilizing the Ship for its Pedro Bank operations, and,
certain other survey and recovery projects. The Ship is well suited for such
operations because many of the historic shipwreck targets are believed to be in
shallow waters and the Ship only drafts 8 feet (2.77 meters).

POTENTIAL REVENUE SOURCES

     Admiralty intends to generate future revenues from six principal sources:
sale of cargo and trade items, sale of merchandise, income from exhibitions,
corporate sponsorship fees and sale and licensing of intellectual property
rights, and contracts with domestic governmental agencies to help locate and
retrieve for disposal unexploded marine ordnance and weapons. Should the
contract with Georgia Tech produce a technology useful in locating land mines
and other terrestrial ordnance, there would be a seventh source of revenue for
the Company.

     Cargo and trade items or goods refer to those found on a shipwreck that
does not have cultural significance. A primary example is gold and silver
bullion, which Admiralty should be able to sell relatively quickly on the world
market. Certain items, such as coins, may be sold at public auction or through
private sale to collectors.

     Merchandise sales may come from items such as artifact replicas (some of
which may be items of jewelry), trademarked or logo items, videotapes, books and
other products. Merchandise may be sold through retail outlets, over the
Internet, in association with exhibits, and through direct marketing, including
catalogues, home shopping and infomercials.

     Income may also be generated from exhibiting artifacts and selling
merchandise to those who attend the exhibitions. Exhibitions could range from
permanent exhibits located in major tourist centers to traveling exhibits, such
as the touring exhibit of items recovered from the RMS Titanic.

     Corporate or institutional sponsorships, some of which have already been
discussed between the Company and interested parties, will generate fees and
expense-sharing arrangements by allowing certain companies or products to
participate in the media exposure and promotional opportunities resulting from
Admiralty projects, from search and recovery through exhibit or sale of
artifacts.

     Revenues from intellectual property rights are anticipated to consist
primarily of fees and payments to Admiralty from the sale and licensing of media
rights (television, film, book, video, and photography) associated with its
projects. There is a significant and growing demand for content (programming), a
result in part of the large number of digital television channels.

     There is an enormous amount of unexploded ordnance in the territorial
waters of the United States and a number of lost weapons, including hydrogen
bombs. This problem poses a major hazard to the safety and well-being of many
thousands of our citizens. Current marine technology has proven incapable of
determining the precise location of much of this dangerous material. Our
government spends many millions of dollars each year in location and remediation



                                       7
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activities for this material. Admiralty believes it can successfully negotiate
search contracts with the United States Government which management believes
could produce a significant source of future revenue.

MISSION AND IMMEDIATE GOAL

     The Company's mission is to use its proprietary detection technology, in
partnership or strategic alliance with governments, nautical archaeologists,
marine scientists, "New World" historians, maritime attorneys, and other
shipwreck specialists, to become the world leader in the location and recovery
of historic shipwrecks. The Company's immediate goal is to transform the pursuit
of valuable cargoes lost at sea from today's and yesterday's generally
unpredictable, frequently unprofitable and far too often environmentally
destructive operation into a business that tomorrow will be consistently
predictable, profitable and environmentally acceptable. A secondary mission and
goal is to utilize the ATLIS(TM) technology, under contract with governmental
agencies, to locate for safe retrievAL and disposal, unexploded marine ordnance
and weapons.

COMPETITION

     There are many companies that are engaged in the pursuit of historic
shipwrecks and thus could be considered competitors of Admiralty. Most, however,
are single-project entities and many engage in the business only on a part-time
basis or consider it more of a hobby than a profession. Furthermore, search and
recovery licenses and permits like the one Admiralty holds from the Government
of Jamaica, typically grant exclusive rights to the permit-holder for operations
in the permitted area. Such agreements should effectively preclude competitors
from conducting competing activities in the licensed or permitted territory.

GOVERNMENTAL REGULATION

     The Company intends to engage in operations in areas which require permits
or licenses from domestic and foreign governments. Permits are necessary to
implement the Company's plan of operations. Additionally, marine exploration and
recovery permits typically require the permit holder to follow certain specified
procedures in connection with its search and recovery operations. In the event
the Company receives a permit, but fails to follow such procedures and adhere to
such restrictions, the permit can be terminated or revoked.

     Furthermore, the Company may be subject to expropriation of valuable
historic shipwreck sites located by it, although the Company intends to use its
best efforts to protect itself against potential losses which could result from
expropriation activities, such efforts to include the acquisition of political
risk and expropriation insurance (as conditions dictate).

     A number of international organizations, such as the United Nations
Educational, Scientific & Cultural Organization ("UNESCO") and certain
environmental and historic preservation groups, are opposed to fundamental
aspects of the commercial recovery of historic shipwrecks (those 100 years old
or older) and are encouraging the nations of the world to place severe
restrictions on or prohibit outright the commercial exploitation of historic
shipwreck sites. In particular, UNESCO has adopted a treaty known as the
Convention on the Protection of Underwater Cultural Heritage. If adopted, it
would restrict access to historical shipwrecks around the world to the extent it
would require compliance with certain guidelines. These guidelines require
adherence to strict archaeological practices, and the Company intends to follow
these guidelines, for the most part, in projects to which they are applicable.
Nevertheless, the Company believes that the convention, if widely ratified and
adopted, could increase regulation of shipwreck recovery operations and could
result in higher costs.




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     Management does not believe that the Convention will be widely adopted as
presented. Indeed, the Convention has not even entered into force on its own
terms. The United States, Great Britain, and several other critical nations have
voiced their opposition to any Convention which would prevent legitimate private
sector access to shipwrecks. In addition, several organizations, including the
Maritime Law Association, Historic Shipwreck Salvors Professional Association
and the Professional Shipwreck Explorers Association are actively engaged in
promoting the role of legitimate commercial access to shipwrecks.

     Another development which may also pose a risk to the Company's planned
business activities is the claim by certain maritime nations -- particularly the
Government of the Kingdom of Spain -- that they have not abandoned and therefore
still has possessor rights to their sovereign shipwrecks, including warships and
vessels carrying government cargoes. Certain other countries whose waters
contain Spanish shipwrecks have indicated they do not and will not accept such a
claim by the Spanish Government and will contest any such claim vigorously.
Insofar as the Company negotiates permits and agreements with host coastal
States for access to their underwater cultural heritage resources, the impact of
this development is lessened.

EMPLOYEES

     The Company has 3 full-time employees. In addition, the Company has several
consultants who perform scientific, legal, archaeological, shipwreck research,
permitting and licensing, public and investor relations, financial and business,
and other services.

RISK FACTORS

     Investors in shares of the Company's Common Stock should consider carefully
the following risk factors, in addition to other information in this Annual
Report:

Special Risk Associated with the Business of Historic Shipwreck Search and
Recovery

     Historic shipwreck search and recovery, even with the ATLIS(TM) technology
developed BY Admiralty, is extremely speculative and involves a high degree of
risk. Certain shipwrecks thought to contain valuable cargoes and artifacts
already may have been partially or fully excavated or may not have had any items
of value on board at the time of sinking. Furthermore, even if objects of
believed value are located and recovered, there is the possibility that others,
including both private parties and governmental entities, asserting conflicting
claims, may challenge the Company's rights to the recovered objects.
Additionally, natural hazards may render historic shipwreck search and recovery
difficult or impossible. Conditions such as bad weather, strong currents, deep
water, dangerous reefs and other unanticipated conditions may severely hinder
the Company's operations. Moreover, recovery operations are typically very
expensive. Finally, even if the Company is successful in locating and retrieving
objects from a shipwreck and establishing good title thereto, there can be no
assurance as to the value that such objects will bring at their sale, as the
market for such objects is uncertain.

Development of Technology

     Admiralty has conducted only one ocean test of its ATLIS technology, which,
although successful, was quite rudimentary in nature. There is no assurance that
the Company will successfully produce a detection device which will function
satisfactorily in actual historic shipwreck exploration and excavation
operations so as to permit the Company to become commercially viable in such
operations. The Company has previously encountered difficulties, largely brought
about by insufficient funding, in its ATLIS(TM) technoloGY development and
production programs and there is no assurance that the Company will not
encounter similar or other difficulties in its future technology development and
production programs that could delay or even preclude the successful deployment
of its detection technology in historic shipwreck search and recovery
operations.




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<PAGE>



Possible Technological Advances

     In the future, innovation and technological advances in the historic
shipwreck search and recovery industry could result in technology with detection
capabilities equal or superior to the detection technology developed by the
Company. Such developments could make the Company's technology less attractive
and less competitive or even obsolete.

Competition

     The Company will operate in a competitive and rapidly changing environment
and will compete against a variety of companies, some of which may have superior
experience and financial resources. There can be no assurance that the Company
will be able to compete successfully against its competitors for exclusive
permits to engage in historic shipwreck search and recovery operations in every
offshore area identified as prime historic shipwreck prospects.

Domestic, Foreign and Other Title Claims and Marine Recovery Rights

     Historic shipwreck sites and recoveries from such sites may be subject to
the competing claims of other shipwreck recovery companies and state, federal
and foreign governments. Lengthy and costly legal proceedings may be required to
protect or establish any ownership or recovery rights. The Company intends to
attempt to mitigate these risks by following established nautical archaeological
protocols and strictly adhering to the requisite legal dictates in securing and
operating under marine exploration and recovery permits and licenses. However,
there can be no assurance that the Company's efforts to reduce these risks will
be successful.

Risks Associated with Marine Search and Recovery Contracts with Governments;
International Opposition to Commercial Historic shipwreck Recovery; Claims by
Spain

     The Company intends to engage primarily in operations in areas that require
permits or licenses from domestic and foreign governments. Admiralty has applied
for several marine search and recovery permits, but to date its only license has
been issued by the Government of Jamaica. Permits are necessary to implement the
Company's plan of operations. Additionally, marine exploration and recovery
permits typically require the permit holder to follow certain specified
procedures in connection with its search and recovery operations. In the event
the Company receives a permit, but fails to follow such procedures and adhere to
such restrictions, the permit can be terminated or revoked.

     Furthermore, the Company may be subject to expropriation of valuable
historic shipwreck sites located by it, although the Company intends to use its
best efforts to protect itself against potential losses which could result from
expropriation activities, such efforts to include the acquisition of political
risk and expropriation insurance (as conditions dictate).

     A number of international organizations, such as the United Nations
Educational, Scientific & Cultural Organization ("UNESCO") and certain
environmental and historic preservation groups, are opposed to fundamental
aspects of the commercial recovery of historic shipwrecks (those 100 years old
or older) and are encouraging the nations of the world to place severe
restrictions on or prohibit outright the commercial exploitation of historic
shipwreck sites. In particular, UNESCO has adopted a treaty known as the
Convention on the Protection of Underwater Cultural Heritage. If adopted, it
would restrict access to historical shipwrecks around the world to the extent it
would require compliance with certain guidelines. These guidelines require
adherence to strict archaeological practices, and the Company intends to follow
these guidelines, for the most part, in projects to which they are applicable.
Nevertheless, the Company believes that the convention, if widely ratified and
adopted, could increase regulation of shipwreck recovery operations and could
result in higher costs.

     Management does not believe that the Convention will be widely adopted as
presented. Indeed, the Convention has not even entered into force on its own
terms. The United States, Great Britain, and several other critical nations have
voiced their opposition to any Convention



                                       10
<PAGE>



that would prevent legitimate private sector access to shipwrecks. In addition,
several organizations, including the Maritime Law Association, Historic
Shipwreck Salvors Professional Association and the Professional Shipwreck
Explorers Association are actively engaged in promoting the role of legitimate
commercial access to shipwrecks.

     Another development which may also pose a risk to the Company's planned
business activities is the claim by certain maritime nations -- particularly the
Government of the Kingdom of Spain -- that they have not abandoned and therefore
still has possessory rights to their sovereign shipwrecks, including warships
and vessels carrying government cargoes. Certain other countries whose waters
contain Spanish shipwrecks have indicated they do not and will not accept such a
claim by the Spanish Government and will contest any such claim vigorously.
Insofar as the Company negotiates permits and agreements with host coastal
States for access to their underwater cultural heritage resources, the impact of
this

Possible Equipment Failure

     Underwater recovery operations are inherently difficult and dangerous and
may be delayed or adversely affected by equipment failures. Search and/or
recovery activities in most permitted or licensed territories can only be
conducted (due to weather and other seasonal factors) during a limited time each
year. In the event search and/or recovery efforts are delayed by equipment
failures, they may be postponed until equipment is repaired. Such delays would
reduce the time available to locate and/or recover the wrecks and thus reduce
the opportunity to locate and recover valuable artifacts.

Market Uncertainty for Recovered Cargo

     The Company intends to locate and recover precious metals (gold and
silver), coins and bars, gemstones and items of historical and archaeological
value in a marine environment. The precious metals market is subject to
significant fluctuations in value and, although the market price has been
rapidly increasing, there is no assurance that recoveries of precious metals by
the Company, if any, will occur at a time when the market is favorable to
sellers numismatic and investment values as well. Additionally, there is no
assurance that numismatic or investment values can be obtained at significantly
higher rates than bullion values for gold and silver, and the market for
historical or numismatic objects may be adversely affected if an inordinately
large supply of such items is offered for sale at or about the same time. There
is no assurance that such a market will exist at the time the Company recovers
such items, if ever, or that then existing prices will be sufficient for the
Company to realize any significant profit from such objects. It may require an
extended period of time before adequate profit, if any, is realized, on any
artifacts which the Company may recover in the future.

Environmental and Archaeological Risks

     The effect of the Company's underwater search and recovery operations on
the surrounding environment cannot currently be fully assessed. Due to the
recent increased opposition to commercial historic shipwreck salvage by certain
environmental and historic preservation groups and international organizations,
such as UNESCO, it is possible that such groups and organizations may, in
certain areas, attempt to adversely influence a government with regard to the
Company's search and recovery operations on the grounds that they are harmful to
the environment or historic preservation policies. In such event, the Company's
search and recovery operations could be delayed or even prohibited, and the
Company could be required to expend funds to contest such claims, which funds
would normally be applied to the Company's operations. Management does not
believe the Company's operations will be harmful to the environment or will
compromise historic preservation values and will vigorously defend any such
claims should an action be instituted. Moreover, Management intends to conduct
its recovery operations in accordance with the standards of established nautical
archaeology. No assurance can be given, however, that operations of the Company
will not, on occasion, be later found to violate applicable environmental
regulations or elements of nautical archaeological protocols.




                                       11
<PAGE>



Protection of Salvage Sites

     Although the Company anticipates having exclusive contracts to search for
and recover historic shipwreck shipwrecks in permitted or licensed territories,
it is possible that unauthorized persons may attempt to search for artifacts in
such areas or to take artifacts recovered by the Company from the Company. The
Company will be partially dependent upon the appropriate government with
jurisdiction to bar unauthorized divers from such areas and to protect the
Company from pirating. Additionally, the Company will utilize an expert security
force on each recovery site to help the Company maintain the security of the
sites and operations on such sites. However, no assurance can be given that such
efforts will be successful and that unauthorized divers will engage in recovery
activities in the Company's licensed domain.

Insurance Risks

     The Company plans to purchase general insurance against liabilities that
could occur. Such liabilities, common to the marine salvage industry, could
include loss of life, accidents, loss of ships and equipment, and other similar
dangers. The Company cannot guarantee its ability to obtain adequate insurance
coverage. Accordingly, if one or more substantial claims in excess of insurance
coverage against the Company were to be successfully sustained, the Company's
financial condition and future prospects could be materially adversely affected.
Any historic ship wreck which the Company may recover will be insured when, in
management's judgment, it is necessary to do so. No assurance can be given that
an affordable premium will be sufficient to obtain coverage for the full value
of any historic shipwreck items.

Government Regulation

     The Company will be subject to a wide range of governmental regulations
promulgated by various local, state, federal and foreign government agencies
with respect to the Company's proposed business, including regulations that
govern the search for and ownership of abandoned shipwrecks, as well as
environmental and ecological regulations. The regulations controlling the
Company's activities will depend upon the location of any particular search and
recovery venture in which it may engage. Accordingly, the Company may be
prevented from operating in a particular area in which it seeks to conduct
activities because of its inability to comply with the applicable regulations
imposed by the governing body of such area. Additionally, domestic and
international laws governing the recovery and disposition of historic shipwrecks
(those more than 100 years old) are somewhat indefinite and are the subject of
ongoing legal clarification.

Risks Inherent in Government Contracts to Search for Unexploded Marine Ordnance
and Weapons

     There is no assurance that the Company will be granted any government
contracts to assist in locating and retrieving unexploded marine ordnance and
weapons, or that, if such contracts are granted, that the Company will perform
successfully. Fees and compensation arrangements under any such contracts are
likely to be partially or wholly contingent upon success of the Company in
locating designated targets. ATLIS(TM) was not specifically designED for such
activities and may not perform this function effectively. Additionally, the
targets, by their very nature, will pose significant hazards and dangers to all
search and retrieval personnel.

Intellectual Property Rights

     The Company intends to develop, protect and preserve its intellectual
property. As for its detection technology, Admiralty received United States
Patent No.: US 6,724,191 B1 from the U.S. Patent Office entitled: SYSTEMS AND
METODS USEFUL FOR DETECTING PRESENCE AND/OR LOCATION OF VARIOUS MATERIALS on
April 20, 2004. In addition, the Company has two other patent applications
pending under U.S. Patent Application Serial Numbers 10/899,391 and 60/490,315.
Information Disclosure Statements and Forms PTO/SB/08 were filed on both these
patents with the U.S. Patent Office subsequent to the year ended 2004, on
February 25, 2005 by our intellectual property law firm, Kilpatrick Stockton
LLP. One is entitled SYSTEMS AND METHODS FOR SYNCHRONOUS DETECTION OF SIGNALS
and the other is entitled METHODS AND SYSTEMS FOR ENCHANCING DETECTION IN
DETECTION SYSTEMS. James Wagner Larsen is the inventor and Admiralty is the
assignee of



                                       12
<PAGE>



these patents. In addition, the Company intends to preserve the secrecy of its
technology by: (i) building into ATLIS(TM) equipment tamper-proof elements, (ii)
permitting the actuAL operation of Admiralty's equipment units utilizing
ATLIS(TM) technology only by certain trustED individuals of the Company, (iii)
revealing the critical information necessary to construct and operate ATLIS(TM)
equipment only to a few key employees of Admiralty, and (iv) engaging A seasoned
security force to handle all security matters. The Company can give no assurance
that other companies will not be successful in developing technology-using
processes similar to those developed by the Company.

Need for Additional Capital; Going Concern Qualification in Report of
Independent Register Public Accounting Firm.

     Until the Company begins to generate revenue from the sale of recovered
items, it will need additional capital in order to conduct the search, recovery
and marketing phases of its projects, continue its technology research,
development and application activities, and continue to operate. There is no
assurance such capital will be available as and when needed or such capital may
be available only on onerous terms and conditions. As noted in the Report of
Independent Registered Public Accounting Firm included in Item 7 of this Annual
Report, this lack of capital raises substantial doubt as to the Company's
ability to continue as a going concern.

Public Market for the Company's Common Stock

     Although there is a limited market for the Company's Common Stock, there
can be no assurance that such a market can be sustained. The investment
community, which is often fickle, could show little or no future interest in the
Company. As a result, purchasers of the Company's Common Stock may have
difficulty in selling such securities if and when they desire to do so.
Furthermore, many investors are reluctant to trade in OTC Bulletin Board stocks.

Forward-Looking Statements and Associated Risk

     Management believes that this Annual Report contains forward-looking
statements, including statements regarding, among other items, the Company's
future plans and growth strategies, and anticipated trends in the industry in
which the Company operates. These forward-looking statements are based largely
on the Company's expectations and are subject to a number of risks and
uncertainties, many of which are beyond the Company's control. Actual results
may well differ materially from these forward-looking statements as a result of
the factors described herein, including, among others, regulatory or economic
influences. In light of these risks and uncertainties, there can be no assurance
that the forward-looking information contained in this Report will in fact
transpire or prove to be accurate.

ITEM 2.  DESCRIPTION OF PROPERTY.

     The Company maintains its offices at One Securities Centre, 3490 Piedmont
Road, N.E. Suite 304, Atlanta, Georgia 30305. The offices consist of
approximately 2,290 square feet of office space that the Company leases from a
non-affiliated entity. The lease commenced on June 1, 2002. The company modified
the lease on June 25, 2003 reducing the rentable square footage by 533 square
feet to 1757 square feet of rented area effective July 1, 2003 and expiring July
31, 2005. The approximate yearly rental is as follows: 2004--$42,351 and
2005--$25,222

ITEM 3.  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.




                                       13
<PAGE>



     A Complaint was filed by the Company against Herbert Leeming, the former
CEO and Chairman of the Company, in the State Court of Fulton County, Georgia on
July 22, 2004, alleging monies owed to the Company in the amount of
approximately $197,000, reduced by set-off to approximately $147,000. Leeming
answered, alleging that he did not owe the Company the sum claimed and
counterclaimed against the Company for monies allegedly owed him for accrued and
unpaid compensation and further alleging that he disavowed his two previous
signed forgiveness of debt instruments forgiving accrued salary in the amount of
$660,534 through December 31, 2003 and an additional sum of $54,098.36 through
April 20, 2004. The Company has denied all counterclaims of Leeming. The matter
is currently in discovery which is anticipated to take several months. The
Company believes that its claims are meritorious and that it will prevail in its
claims and against Leeming's counterclaims and the Company intends to vigorously
prosecute its claims and vigorously defend against Leeming's counterclaims.

     The Company may 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 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
                MATTERS.

     (a)  PRINCIPAL MARKET OR MARKETS.

          The Company's Common Stock is traded on the OTC Bulletin Board under
          the symbol "RUBM.OB". The following table sets forth the range for the
          high and low bid quotations for the Company's securities as reported
          by the OTC Bulletin Board. These prices are believed to be
          representative inter-dealer quotations, without retail markup,
          markdown or commissions, and may not represent actual transactions.

                          FISCAL 2003                     FISCAL 2004
                      -------------------               -----------------
      PERIOD            HIGH        LOW                 HIGH        LOW
      ------            ----        ---                 ----        ---

    1ST  QUARTER       $0.10        $0.02               $0.98       $0.41
    2ND QUARTER        $0.12        $0.04               $0.86       $0.43
    3RD QUARTER        $0.39        $0.10               $0.60       $0.45
    4TH QUARTER        $0.61        $0.23               $0.56       $0.25

     (b)  APPROXIMATE NUMBER OF HOLDERS OF COMMON STOCK

          The number of record holders of the Company's Common Stock at March
          31, 2005 was approximately 2,610. This does not include shareholders
          that hold their stock in street name with broker-dealers.

     (c)  DIVIDENDS.

          Holders of the Common Stock are entitled to receive such dividends as
          may be declared by the Company's Board of Directors. No dividends have
          been paid with respect to the Company's Common Stock and none are
          anticipated in the foreseeable future.



                                       14
<PAGE>




     (d)  RECENT SALES OF UNREGISTERED SECURITIES.

          Common Shares issued during the fiscal year ending on December 31,
          2004, were 4,312,858 shares of common stock to 53 individuals and
          entities in two private placements for a total consideration of
          $1,403,485 at prices ranging from $0.25 to $0.70 per share. These two
          private placements were done in reliance upon Regulation D of the
          Securities Act of 1933, as amended. The first private placement
          continued from 2003 for a total of $1,200,000.00 before offering
          costs. The Company also issued $335,000 of $0.10 warrants exercisable
          at $0.35 for three years to eight (8) accredited investors. As of
          December 31, 2004, $15,000 of the warrant issue was held as a
          subscription, as the issue had not been perfected. Additionally,
          4,561,888 shares were issued in consideration for $654,157 in exchange
          for notes, trade debts, investment ownership interest, and restricted
          stock in 2004. The prices were at fair market value at the time of the
          transactions (ranging from $0.25 to $0.70 per share) and were recorded
          on the books on the date of issuance.

          The Company paid commissions and/or finder's fees in a combination of
          stock and cash in connection with the offer and sale of the last
          private placement which continued into 2004.

ITEM 6.  MANAGEMENT'S PLAN OF OPERATION.

     (a).   Critical Accounting Policies

     The accounting and reporting policies of the Company are in accordance with
accounting principles generally accepted in the United States and conform to
general practices within its industry. Application of these principles requires
management to make estimates or judgments that affect the amounts reported in
the financial statements and the accompanying notes. These estimates are based
on information available as of the date of the financial statements;
accordingly, as this information changes, the financial statements could reflect
different estimates or judgments. Certain policies inherently have a greater
reliance on the use of estimates, and as such have a greater possibility of
producing results that could be materially different than originally reported.

     Estimates or judgments are necessary when assets and liabilities are
required to be recorded at fair value, when a decline in the value of an asset
not carried on the financial statements at fair value warrants an impairment
write-down or valuation reserve to be established, or when an asset or liability
needs to be recorded contingent upon a future event. Carrying assets and
liabilities at fair value inherently results in more financial statement
volatility. The fair values and the information used to record the valuation
adjustments for certain assets and liabilities are based either on quoted market
prices or are provided by other third-party sources, when available. When
third-party information is not available, valuation adjustments are estimated in
good faith by management primarily through the use of internal cash flow
modeling techniques.

     The most significant accounting policies for the Company are presented in
Note 1 to the consolidated financial statements of the Company. These policies,
along with the disclosures presented in the other financial statement notes
provide information on how significant assets and liabilities are valued in the
financial statements and how those values are determined. Management views
critical accounting policies to be those that are highly dependent on subjective
or complex judgments, estimates and assumptions, and where changes in those
estimates and assumptions could have a significant impact on the financial
statements.


                                       15
<PAGE>



     Management currently views the determination of the proper recording of
equity and related instruments used in financing the Company's current
operations and exploration activities a critical accounting policy. The Company
evaluates each issuance of equity and related instruments on an individual basis
to determine that they are recorded in accordance with accounting principles
generally accepted in the United States.

     Management also currently views the determination of when the Company
ceases to be a Development Stage Enterprise a critical accounting policy. A
company is considered to be a Development Stage Enterprise if it is devoting
substantially all of its efforts to establishing a new business and either (1)
planned principal operations have not commenced or (2) planned principal
operations have commenced, but there has been no significant revenues there
from. Currently, the Company has determined that it remains a Development Stage
Enterprise.

     (b).  DISCUSSION

     Ruby Mining Company (the "Company"), together with its wholly owned
subsidiaries, Admiralty Corporation ("Admiralty") and Admiralty Marine
Operations, Ltd. ("AMO"), is a development stage company and has had only
minimal revenues from operations. The consolidated Company satisfied liquidity
and capital requirements during the year ended December 31, 2004 through the
issuance of common stock, warrants, loans, and short-term interest bearing
advances. In addition, the Company benefited in 2004 by the deferral of
compensation by the company's executive staff in the amount $229,800 of which
$50,000 of accrued compensation was due to the previous CEO.

     Additionally, with the reorganization of the Company's debts in 2003 and
continuing into 2004, management believes that the Company has developed
enhanced access to investments of capital in the capital markets. Management is
utilizing existing relationships and business advisors to seek future and
further opportunities for capital investments. With the Company's current cash
level, operations of the Company will be limited over the next twelve months
without an additional capital investment to satisfy existing and future
operations.

     Continuing from 2003, the Company sold the remainder of the $1,200,000
private placement offering to accredited investors at $0.25 a share for
restricted shares. A total of $897,500 was sold during 2004. In May 2004, the
Company commenced a second private placement of a $0.70 unit offering to
accredited investors. Each unit consisted of one share of restricted common
stock, one two (2) year warrant exercisable for $1.35 a share, and, one four (4)
year warrant exercisable for $2.25. The units were in minimum amounts of $10,500
per unit, and $616,485 of this offering was purchased by 31 individuals and
entities. In addition, beginning December 2004, $335,000 of a private placement
of three (3) year warrants exercisable into restricted shares of common stock at
an exercise price of $ 0.35 per share. The units were placed with accredited
investors at a minimum purchase of $15,000 per unit, with each unit consisting
of 150,000 warrants at a purchase price of $0.10 per warrant. This private
placement was purchased by eight (8) accredited individuals and entities. The
Company continues to place these units as part of its capital financing campaign
for 2005. These transactions are more fully described in the Form D filings made
by the Company during 2004 with the SEC.

     (c).   ANALYSIS

     The Company had $0 of revenue from operations during the year ended
December 31, 2004 as compared to $0 for the year ended December 31, 2003. During
the quarter ended June 30, 2001, the Company completed a reorganization in which
the Company acquired all the outstanding shares of stock of Admiralty
Corporation in exchange for common stock of the Company. The transaction is more
fully explained in a Form 8-K filed by the Company on June



                                       16
<PAGE>



11, 2001. The reorganization was accounted for as a reverse-merger with
Admiralty being the accounting acquirer. Admiralty is now a wholly-owned
subsidiary of the Company. The primary business of Admiralty and the Company is
the business of finding and recovering historic shipwrecks, primarily those from
the 1500s, 1600s, and 1700s.

     For the year ended December 31, 2004, the Company incurred a net loss of
$2,960,451, compared to a net loss of $1,130,857 for the year ended December 31,
2003. The Company's present activities consist of establishing and maintaining
financing and funding sources and opportunities, establishing and maintaining
relationships, and, organizing the marine, archeological and logistical human
and physical assets that will enhance the Company's ability to pursue the
cargoes of historic shipwrecks.

     For the year ended December 31, 2004, compensation costs were $379,675, an
increase of $173,706, from $205,696 for the year ended December 31, 2004. This
increase is primarily attributable to the executive officer forgiveness of
accrued salaries in the prior year. Depreciation and amortization increased
$26,934 from $11,204 in 2003 to $38,138 in 2004, which was the result of the
addition of the Company's Ship, New World Legacy. Professional fees were
$754,713 for the year ended December 31, 2004, an increase of $478,426 from
$276,287 for the year ended December 31, 2003. This increase is the result of
the Company's increase in the number of consultants utilized necessitated by
project operation in Jamaica and other waters off the United States coast.
General and administrative costs for the year ended December 31, 2004 were
$332,523, a decrease of $68,307 from the year ended December 31, 2003. This
decrease was primarily the result of decreased costs related to obtaining
financing and logistical and project operations costs. The Company had $250,000
of research and development expenses in 2004, resulting from a payment to Larsen
Laboratories for the production of the ATLISTM field unit to be used on the
Pedro Bank project in Jamaica. Exploration costs were $434,674 during the year
ended December 31, 2004 and $0 during the year ended December 31, 2003. This
increase was the direct result of the addition of the Company's Ship, New World
Legacy, and the operations and activities of the Ship during 2004.

     (d).   SIGNIFICANT AND SUBSEQUENT EVENTS

     During the first quarter of 2005, and subsequent to the year ended December
31, 2004, and, as part of an ongoing effort to eliminate the majority of its
trade debts, loans and accrued salaries, the Company benefited from the
continuation of the sale of the $0.10 warrant private placement wherein
accredited investors bought three-year warrants exercisable at $0.35 a warrant
into restricted shares with a minimum unit investment of $15,000 each. A total
of $660,000 of this offering to 24 accredited individuals has been sold under
this offering.

     Additionally, the R/V New World Legacy, which sailed back into its flag
country of Jamaica in 2004, provided free use of the ship with crew to the
Nature Conservancy - Jamaica Country Programme on February 23 through February
27, 2005 on a trip to the Pedro Bank. The cost of this trip has been calculated
at $31,960 in goods and services donated to the Pedro Bank (Jamaica) Coral Reef
Cays Management Project #2004-0011-020. This activity is part of an ongoing
study of the coral reef and marine fishery environment at Pedro Bank. The agency
agreed to supply a copy of its report on the reef to the Company for the
Company's use on its Pedro Bank permit.

     The activities in Jamaica have slowed, but we are not abandoning the
Project in any way. The construction of the Conservation Laboratory continues,
with Admiralty paying for the building material. Our relationship with the
Jamaican Coast Guard (JDF), Fisheries, Maritime Authority, Maritime Institute,
JAMPRO and the Jamaican Government is excellent. We continue to have strong
support from our Jamaican shareholders, some of which are very influential.


                                       17
<PAGE>



However, our relationship with the Jamaica National Heritage Trust (JNHT) is
strained, but we will continue to work to improve this relationship.

     The pace of doing business in Jamaica is more relaxed than we had
anticipated. We are behind schedule with the production of the ATLIS(TM) field
unit. However, we felt that it wouLD be possible to perform work, such as ship
wreckage identification, without the ATLIS(TM) fieLD unit or the Conservation
Laboratory being completed, as neither is needed for this activity. The delay in
the production of the ATLIS(TM) field unit has been a larger issue than WE
anticipated, therefore, the New World Legacy has not been fully utilized. We
made a business decision in March of 2005 that the New World Legacy must be more
fully utilized either in Jamaica or elsewhere. We tried hard to move in Jamaica,
but as of this filing the Company has not been able to move forward in Jamaica.
The Company has identified and moved forward with other work, which will enable
the Company to more fully utilize the New Word Legacy.

     We have completed significant work on the Pedro Bank Project, and we are
not abandoning this opportunity. We have determined that a more measured pace is
appropriate on the Pedro Bank Project. It is most important, however, that we
continue to use the Company's resources appropriately. We are doing that and
will return to Jamaica when everything is in place so we can proceed without
delays. The Company's goal is to have a range of work sites, which allow for the
Company's resources to be fully utilized.

     The Company also funded the material costs for the Conservation Laboratory
being built by the Jamaican Coast Guard on its base in Port Royal, Jamaica.
Construction is well along and should be completed by the end of May of 2005. As
of date of this filing, the Company has advanced $38,000 to a Jamaican
contractor, who is also a shareholder of the company, for work on the
laboratory.

     Also, during the first quarter of 2005, the Company entered in to a Joint
Venture Agreement with Corazon a Corazon to arrest and split the amounts
received, after expenses, 60/40 in favor of the Company. The Company was granted
a WARRANT OF ARREST IN REM No. 205 CV 0804 on the 24th of March, 2005 by the
honorable Clarence Cooper, US Federal District Court Judge of the Northern
District of Georgia. The R/V New World Legacy left on April 1, 2005, along with
the M/V Corazon Grande, with a contingent of 20 crew and professionals to survey
and recover artifacts from the arrested area.

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following financial statements are filed as Exhibit 99.16 to this Report and
are incorporated herein by reference:

     Report of Independent Registered Public Accounting Firm

     Consolidated Balance Sheets as of December 31, 2004 and 2003

     Consolidated Statements of Operations Since Inception and for the Years
     Ended December 31, 2004 and 2003

     Consolidated Statements of Cash flows Since Inception and for the Years
     Ended December 31, 2004 and 2003

     Consolidated Statement of Changes in Stockholders' Deficit Since Inception
     and for the Years Ended December 31, 2004 and 2003

     Notes to the Consolidated Financial Statements



                                       18
<PAGE>



ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE.

There has been no occurrence requiring response to this item.

ITEM 8A.  CONTROLS AND PROCEDURES

The Company's Chief Executive Officer and Chief Financial Officer have evaluated
the Company's disclosure controls and procedures as of the of the fiscal year
covered by this Report on Form 10-KSB/A and have concluded that the Company's
disclosure controls and procedures are effective. During the fourth quarter of
2004, there were no changes in the Company's internal control over financial
reporting that have materially affected, or that are reasonably likely to
materially affect, the Company's internal control over financial reporting.

ITEM 8B.  OTHER INFORMATION

Not Applicable



                                       19
<PAGE>




                                    PART III

ITEM 9.   DIRECTORS, OFFICERS, PROMOTERS AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT.


The following table sets for the names and positions of the executive officers
and directors:

         Name               Age                  Position
----------------------     -----      ------------------------------------------

G. Howard Collingwood       62        Chief Executive Officer and Chairman
                                      of the Board of Directors, President

Murray D. Bradley, Jr.      58        Chief Financial Officer, Vice President of
                                      Administration, Treasurer, Secretary and
                                      Director

Jay L. Swallen              79        Director and Chairman of Audit Committee

Bill Boone                  53        Director (added March 2004)

Marc Wallace                58        Director (added March 2004)

Marc Geriene                51        Director (added November 2004)

     All directors will hold office until the next annual meeting of the
shareholders.

     The following sets forth summary biographical information as to the
business experience of each officer and director of the company for at least the
last five years:

     G. HOWARD COLLINGWOOD has been an executive officer of the Company since
November of 2003 and a director of Admiralty since 1997. He is the sole owner of
Collingwood Associates. Mr. Collingwood has over 30 years of management
experience, including extensive successful business management. Prior to joining
Admiralty he was Vice President of International Operations for CTB, Inc., a
Berkshire-Hathaway company. Howard was an employee of Honeywell (formerly
AlliedSignal) for 23 years and was Vice President General Manager of a business
unit (SBU) at the time of his retirement from Allied Signal, a multi-billion
dollar public company. Additionally, he is the owner of HCG Global, a
significant stockholder of the Admiralty Corporation. Additionally, Mr.
Collingwood is sole owner of Virtual Intelligence Applications, Inc. (VIA) a
personnel and research contractor to certain U.S. Government projects. As such,
he has an understanding of the company and its goals and, perhaps of greater
importance, is most interested to see Admiralty Corporation succeed and meet its
goals in a timely manner.

     MURRAY D. BRADLEY, JR., a co-founder of Admiralty Corporation, has served
as an officer and director of Admiralty since its inception. He is an investment
professional with a national independent brokerage firm and executive and
administrative partner of the Bradley-Johnson Family Fund, a private investment
company. He is a graduate of Oxford College of Emory University and of Georgia
State University where he completed graduate courses in Accounting and Business
Administration. For the past 25 years Murray has worked in the retail securities
business as a retail broker and in various executive positions, and prior to
that was the chief financial officer for a large health care organization. In
addition to being a registered representative, he is a registered principal with
the National Association of Securities Dealers, Inc. and has served and
continues to serve on various corporate and civic boards.



                                       20
<PAGE>



     JAY L. SWALLEN has been a member of the Board of Directors of Admiralty
since December of 1997. He is a certified public accountant. He graduated from
Cleveland State University in 1949 with a degree in accounting. He also attended
the William McKinley School of Law. Mr. Swallen served in the United States Air
Force during World War II and began his college career upon returning from the
war. From 1953 to 1985, he served as President, Director and Senior Partner for
Swallen, Lawhun, Hubbard and Abraham, Inc., one of the largest certified public
accounting firms in Northeast Ohio. From 1953 to 1992, he served as Secretary,
Treasure and Director of Haines & Company, Inc. (and all subsidiary
corporations). He has also served on numerous boards of banks, hospitals,
businesses and the Junior Chamber of Commerce of Canton, Ohio. Jay is a current
lifetime member of the Ohio Society of Certified Public Accountants and a former
member of the American Institute of Certified Public Accountants. He is active
in his church and in several social organizations in various bodies of the
Masonic order in Canton, Massillon and Cleveland, Ohio.

     CAPTAIN BILL BOONE is currently a nautical consultant to Ruby, who advises
and works with Admiralty in operations on the Pedro Bank and elsewhere,
principally on matters of fleet deployment. For the past 12 years, he has served
as the Captain of the Highlander, the famed 151-foot motor yacht owned by Forbes
Magazine. Bill has captained the Highlander in the waters off the East and West
coasts of the United States and the Great Lakes, and has taken her on voyages as
far away as Russia. He is a North Carolina native and attended college at Elon
College in Burlington, N.C. and at North Carolina State University in Raleigh,
N.C.

     MARC WALLACE is President of Novations Strategic Alliances, which helps
clients reduce enterprise-wide system costs and increase organizational training
effectiveness through a single project approach or more complex company-wide
strategic initiatives. Previously, Marc served as Group President of the
Performance Solutions Group. Marc consults with corporate executives throughout
the US and Great Britain, making frequent presentations to Fortune 500 companies
covering a range of industries, including retail, health care, banking and
finance, and telecommunications. He is also a certified motivation and
performance trainer, and currently serves on several corporate and academic
boards, including Belmont Hill School, Northeastern University and the Berkley
School of Music. Marc also sits on the Board of Advisors for the National Black
MBA Association and the Board of Advisors for First Community Bank in Boston. He
earned his M.B.A. with a concentration in Finance at Central Michigan
University, and his B.A. in Mathematics at Adams State College.

     MARC GERIENE is co-inventor of the Nova Ray(R) remotely operated vehicle
(ROV), anD President of Nova Ray, Inc. Since the founding of Nova Marine
Exploration, Inc. ("Nova Marine") in January of 1992, Marc has served as
Chairman and Director of Nova Marine, and as a Director and President of Nova
Ray, Inc. which was founded in January 2003. Marc attended Morris County College
in Morris County, New Jersey, graduating with an AA degree in Social Studies. He
next attended Seton Hall University in South Orange, New Jersey with a study
concentration in Chinese Culture and Language. He continued his studies of
Chinese Culture and Language at the University of Washington. In 1978 Marc
became a commercial diver with a company under the direction of John Doering,
one of the original partners of the USS Central America group that eventually
recovered the gold on the USS Central America. As President of Nova Ray, Inc.,
his duties have included pursuing acquisition of a significant portion of the
existing ROV market while directing the Nova Ray(R) as the ROV of choice into
the morE lucrative emerging markets. His forward thinking approach has resulted
in the Nova Ray(R) being granted 7 patents and 1 trademark registration to date,
with a remaining 4 patents allowed or pending.



                                       21
<PAGE>



COMMITTEES OF THE BOARD OF DIRECTORS

Our Audit Committee consists of Jay L. Swallen, Chairman, William Boone, and
Marc Wallace, all of whom are independent outside directors.

COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT

Based solely on a review of Forms 3 and 4 and amendments thereto furnished to
the Company during its most recent fiscal year, and Forms 5 and amendments
thereto furnished to the Company with respect to its most recent fiscal year and
certain representations, no persons who were either a director, officer, or
beneficial owner of more than 10% of the Company's common stock, failed to file
on a timely basis reports required by Section 16(a) of the Securities Exchange
Act during the most recent fiscal year except the following. Mr. Marc Geriene,
who became a director in November, 2004, filed a late report on Form 3. Mr.
Geriene does not own any shares of Ruby Mining Company directly but sits on the
board and is an officer of Nova Marine Explorations, Inc. which owns shares in
Ruby Mining Company.

ITEM 10.  EXECUTIVE COMPENSATION.

The following table sets for information regarding the executive compensation
for the Company's CEO & President for the years ended December 31, 2004 and
2003, and for each other executive officer who had total annual salary and bonus
in excess of $100,000 during such years.


                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
Name and Principal Position                                    Annual Compensation
--------------------------------------------------------------------------------------
                                                             Year    Salary      Bonus

<S>                                                          <C>     <C>           <C>
G. Howard Collingwood, Chairman and CEO*                     2004    $150,000     -0-
                                                             2003    $ 25,000     -0
Murray D. Bradley, JR.,  Dir., Sec./Treasurer and CFO**      2004    $138,000     -0-
                                                             2003    $ 92,000     -0-
</TABLE>

     *The CEO's entire compensation for 2003 and 2004 was deferred. Mr.
     Collingwood was President & COO and began his employment with the company
     on November 1, 2003 for an annual salary of $150,000. On April 21, 2004 Mr.
     Collingwood became Chairman and CEO for an annual salary of $150,000.

     **The CFO worked part time during 2003 until November of 2003 and was due a
     total salary of $92,000 of which $34,500 was deferred in 2003 and in 2004
     his salary was $138,000 of which $29,800 of was deferred. In 2004, the
     Board also granted Mr. Bradley 1,050,000 restricted five year warrants,
     exercisable after six months, for retention of his services.




                                       22
<PAGE>



ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT.

The following table sets forth, as of March 1, 2005, the stock ownership of each
person known by the Company to be the beneficial owner of five percent or more
of the Company's Common Stock, each officer and director individually and all
officers and directors as a group.

<TABLE>
<CAPTION>
                                                    Ownership and Percent Ownership
Name of Beneficial                                  -------------------------------
Owner and Title                                        Shares              Percent           Class
--------------------------------                       ------              -------           -----

<S>                                                  <C>                    <C>              <C>
*G. Howard Collingwood , CEO (1)                      5,431,916              9.82%           Common
 P. O. Box 550466
 Atlanta, GA 3035                                     5,711,916             10.32%           Fully Diluted

*Murray D. Bradley, Jr., CFO (2)                        814,000              1.47%           Common
 4893 Falling Leaf Court
 Douglasville, GA 30135                               2,064,000              3.73%           Fully Diluted

*Bill Boone                                             530,000              0.96%           Common
60 Fifth Avenue
New York, NY 10011
Walter Cytaki (3)                                     7,867,043             14.22%           Common
PO Box 18247
River Rouge, MI 48218

*Marc Geriene(4)                                      1,050,000               1.9%           Common
13600 NE 126th Place, Suite B
Kirkland, WA  98034-8720

James W. Larsen, Former CTO (5)                       3,271,520              5.91%           Common
 475 Oakleaf Trail
 Suwanee, GA 30174                                    5,671,520             10.25%           Fully Diluted

*Jay Swallen (6)                                      1,012,500              1.83%           Common
2349 Gulf Shore Blvd. N.
Naples, FL 34103

*Marc Wallace                                           215,000              0.39%           Common
611 Cliffgate Lane
Castle Rock, CA 80108

All directors and officers as a group                 9,083,416             16.41%           Common
(6 persons)
                                                     10,583,416             19.12%           Fully Diluted
<FN>
     *Directors

(1)  Includes 1,444,100 shares in his IRA account, and 692,500 owned
     beneficially in HGC Global and 40,000 shares held by Collingwood Assets
     Management Trust for which Mr. Collingwood is beneficial owner. Does not
     include 100,000 options exercisable at $1.00, and, 100,000and 80,000
     options exercisable at $1.00 beneficially owned by HGC Global and
     Collingwood Asset Management Trust, respectively.



                                       23
<PAGE>




(2)  208,000 are owned directly by Mr. Bradley and 606,000 are held by the
     Bradley-Johnson Family Fund, a partnership for which Mr. Bradley is
     Administrative Partner. Does not include 1,050,000 options exercisable into
     restricted shares at $0.25 each and 200,000 options exercisable into
     restricted shares at $1.00.

(3)  Includes 7,488,043 shares in Walterwood, a partnership of which Mr. Cytaki
     is the owner, and 379,000 shares in a brokerage account.

(4)  Includes 1,050,000 shares owned by Nova Marine Exploration, Inc. of which
     Marc Gerience is an officer and director.

(5)  James W. Larsen was granted 2,400,000 options exercisable after six months
     into restricted shares at $0.25. Mr. Larsen is formerly a Chief Technology
     Officer and Director.

(6)  1,002,500 shares in J. L. Swallen Flint Trust and 10,000 in IRA of Barbara
     Swallen (wife).
</FN>
</TABLE>




                                       24
<PAGE>



ITEM 12. CERTAIN REALTIONSHIPS AND RELATED TRANSACTIONS

     At December 31, 2004 and 2003 amounts payable by the Company to Larsen
Laboratories, a company owned entirely by James Larsen, a former executive
officer (CTO) and director of the Company (and now a technology consultant to
the Company), were $185,000 and $85,000, respectively. Payment was begun in 2003
and continued in early 2004 representing a total to Larsen Laboratories of
$400,000 for production of the ATLISTM non-ferrous metal detection device to be
used in the field. Additionally, a significant increased cost for the production
of the ATLIS(TM) field units was encountered in 2004 and the company is
attemptiNG to complete the construction of the ATLIS(TM) field units during the
first and second quarteRS of 2005 as funds are available.

     Additionally, the CEO, Howard Collingwood, and Walter Cytacki, a 5% or
greater shareholder, advanced funds on behalf of the company for the acquisition
of the company's 100 foot research vessel, the R/V New World Legacy. As of
December 31, 2004, two advances totaling $50,000 were outstanding to Mr.
Cytacki; they bear interest at 6.75% and mature in 2005. The remaining advances
were converted into loans, which were negotiated independently of any request by
Messrs. Collingwood and Cytacki, which carry an interest rate of 6.75% and are
amortized over a period of 7 (seven) years. These two individuals have also
agreed by letter to an indefinite suspension of the monthly repayments until the
Company is in financial position to resume payments. These loans are more fully
described in the footnote to the financial statements contained herein.

     Paul Collingwood, son of Howard Collingwood, the Company's CEO and
Chairman, provides consulting services to the Company as the Company's internet
web master. These services are provided at a rate of $75.00 per hour worked and
he is directed by the Company's CEO on an as needed basis.

     Marc Geriene, who became a Director of the Company in November 2004, is
also a Director of Nova Marine Exploration, Inc. ("Nova Marine"). Nova Marine
owns 100% of Nova Ray, Inc., of which Marc Geriene is President and his brother
Krist Geriene is Vice President Technical Product and a co-founder. Both Messrs
Marc and Krist Geriene are assisting the Company and Larsen Laboratories on
various aspects of the ATLIS TM field unit construction. Howard Collingwood, CEO
and Chairman of the Company, is also a director of Nova Marine, of which the
Company owns a minority equity interest.




                                       25
<PAGE>




ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

<TABLE>
<CAPTION>
Exhibit No.    Title of Exhibit                                            Sequential Page No.
-----------    ----------------                                            -------------------

<S> <C>        <C>                                                                         <C>
    2.1        Plan and Agreement of Share Exchange dated
               as of March 2, 2001, by and among Admiralty
               Corporation, Ruby Mining Company, and U.S. Energy Corp..................    [2]

    2.2        First Amendment to Plan and Agreement of Share Exchange.................    [2]

    2.3        Second Amendment to Plan and Agreement of Share Exchange................    [2]

    2.4        Third Amendment to Plan and Agreement of Share Exchange.................    [2]

    2.5        Stock Purchase Agreement Between Ruby Mining Company
               and Nova Marine Exploration, Inc........................................     29

    3.1        Articles of Incorporation...............................................    [1]

    3.2        Amendment to Articles of Incorporation..................................    [1]

    3.3        By-Laws.................................................................    [1]

    4.1        Ruby Mining Company 2002 Stock Option Plan..............................    [3]

    4.2        Five Year warrant No. W061104-5 -
               Murray D. Bradley, Jr., CFO & Director..................................     39

    4.3        Five Year Warrant No. W061104-4 -
               James W. Larsen, Former CTO & Former Director...........................     56

    21.1       Subsidiaries of Registrant..............................................     73

    31.1       Certification of Chief Executive Officer Pursuant to
               Section 302 of the Sarbanes-Oxley Act of 2002...........................     74

    31.2       Certification of Chief Financial Officer Pursuant to
               Section 302 of the Sarbanes-Oxley Act of 2002...........................     75

    32.1       Certifications Pursuant to Section 906
               of the Sarbanes-Oxley act of 2002........................................... 76

    99.16      Report of Independent Registered Public Accounting Firm and Consolidated
               Financial Statements ...................................................     77
</TABLE>



                                       26
<PAGE>



    [1]        Incorporated by references from the like numbered exhibit to the
               Registrant's Annual Report on Form 10-K for the year ended May
               31, 1991.

    [2]        Incorporated by references from the like numbered exhibit to the
               Registrant's Report on Form 8-K filed June 11, 2001.

    [3]        Incorporated by reference to the like numbered exhibit from the
               Registrant's registration statement on Form S-8 (SEC File No.
               333-81712), filed January 30, 2002.

    (b)   Reports on Form 8-K.

          The Company filed 2 reports on Form 8-K during the quarter ended
December 31, 2004. A report filed on October 26, 2004 reported the news release
about the signing of an agreement for the Company to purchase 25% of Nova Marine
Exploration, Inc. and a report filed November 1, 2004 announcing the appointment
of Marc Geriene as a Director and an FD disclosure of an article on the
Company's web site entitled "The Future".




ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

For the years ended December 31, 2004, the Company was billed the following fees
by Cherry, Bekaert & Holland, L.L.P.:

                              2004             2003
                              ----             ----
        Audit fees (1)       $29,598         $28,757

        Tax fees (2)         $ 2,956         $  2,600

        Other (3)            $ 6,091         $  2,433

     (1) Includes amounts invoiced and expected to be invoiced for the audit of
         the 2004 and 2003 consolidated financial statements, reviews of the
         2004 and 2003 quarterly SEC filings on Form 10QSB, and review of the
         2003 and 2002 annual Form 10-KSB.
     (2) Amount invoiced for the preparation of the Company's 2004 and 2003
         consolidated federal and state income tax returns.
     (3) Assistance with research on accounting matters, and review of
         evaluation done in 2004.

All significant services to the company by the Company's independent accounting
firm are pre-approved by the Audit Committee. The audit and tax fees for each of
the years presented above were authorized by the Audit Committee.



                                       27
<PAGE>





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, hereunto duly authorized.

                                   RUBY MINING COMPANY


                                    /s/ G. Howard Collingwood
                                   ---------------------------------------------
                                   G. Howard Collingwood, Chairman and CEO


Pursuant to the requirements of the Securities Act of 1934, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.

NAME                                          TITLE               DATE

/s/ G. Howard Collingwood
-----------------------------
G. Howard Collingwood               Chairman, CEO and Director    August 9, 2005


/s/ Murray D. Bradley, Jr.
-----------------------------
Murray D. Bradley, Jr.                Senior Vice President,      August 9, 2005
                                     Secretary and Treasurer

/s/ William Boone
-----------------------------
William Boone                                Director             August 9, 2005



/s/ Jay L. Swallen
-----------------------------                Director             August 9, 2005
Jay L. Swallen


/s/ Marc Geriene
-----------------------------
Marc Geriene                                 Director             August 9, 2005


/s/ Marc Wallace
-----------------------------
Marc Wallace                                 Director             August 9, 2005





                                       28
<PAGE>



Exhibit Number        Description of Exhibit
--------------------------------------------------------------------------------

2.5                   Stock Purchase Agreement between Ruby Mining Company and
                      Nova Marine Exploration, Inc.

4.2                   Five Year warrant No. W061104-5 -
                      Murray D. Bradley, Jr., CFO & Director

4.3                   Five Year Warrant No. W061104-4 -
                     James W. Larsen, Former CTO & Former Director

21.1                  Subsidiaries of Registrant

31.1                  Certification of Chief Executive Officer Pursuant to
                      Section 302 of the Sarbanes-Oxley act of 2002

31.2                  Certification of Chief Financial Officer Pursuant to
                      Section 302 of the Sarbanes-Oxley act of 2002

32.1                  Certification Pursuant to Section 906 of the
                      Sarbanes-Oxley Act of 2002

99.16                Report of Independent Registered Public Accounting Firm and
                     Consolidated Financial Statements


















                                       29
<PAGE>