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

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

                           COMMISSION FILE NO. 0-7501

                               RUBY MINING COMPANY
 -------------------------------------------------------------------------------
        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

                  COLORADO                                 83-0214117
---------------------------------------------         --------------------------
    (STATE OR OTHER JURISDICTION OF                         (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NO.)

              3490 PIEDMONT RD., SUITE 304, ATLANTA, GEORGIA 30305
 -------------------------------------------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (404) 231-8500
 -------------------------------------------------------------------------------
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)


             3399 PEACHTREE RD. NE, SUITE 810, ATLANTA GEORGIA 30326
 -------------------------------------------------------------------------------
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

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

AS OF MARCH 26, 2003, THE REGISTRANT HAD 30,820,169 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 $ 1,015,413.

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT:    YES   [    ]      NO    [ X ]


<PAGE>



                                     PART I.

ITEM 1.  DESCRIPTION OF BUSINESS

BACKGROUND

     Pursuant to the closing on May 25, 2001 of a Plan and Agreement of Share
Exchange (the "Share Exchange Agreement"), the shareholders of Admiralty
Corporation, a Georgia corporation ("Admiralty"), became the principal
shareholders of the Registrant, Ruby Mining Company, a Colorado corporation (the
"Company"), and Admiralty became a wholly-owned subsidiary of the Company. The
Company now conducts its business through, and its business is now that of,
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
in1988.

     Prior to the effectuation of the Share Exchange Agreement, the Company was
engaged in the general minerals business, including the acquisition, exploration
and development and/or sale or lease of mineral properties and the purchase and
lease of mineral exploration and mining equipment. The Company is now engaged in
the business of completing development of Admiralty's proprietary detection
technology for use, in partnership with governments, marine archaeologists and
other nautical and maritime experts, in locating and recovering 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.

 DESCRIPTION OF BUSINESS

GENERAL

     Admiralty has focused its efforts to date in six main 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 ones 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.


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     5.   Finding synergistic and accretive joint venture 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.   Exploring, in conjunction with domestic governmental agencies, the
          possibility of deploying the technology to locate and retrieve for
          disposal unexploded ordnance and weapons, including nuclear bombs, in
          the territorial water of the Untied States.

SHIPWRECK SEARCH AND RECOVERY TECHNOLOGY

     Admiralty has designed and developed a proprietary detection technology,
which it calls ATLIS, to locate, quantify and differentiate among precious
metals in a marine environment. To assist in enhancing the functionality of the
ATLIS technology, Admiralty has an association with 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 commencing to build the first ATLIS field units for use in shipwreck
search and recovery operations. Admiralty has filed for domestic patent
protection for its ATLIS technology and is preparing to file for international
patent protection. Admiralty has also contracted with NASA and Sandia National
Laboratories, the largest and one of the most highly respected of the United
States Government Laboratories, to advise it with respect to remote-sensing
technologies. Admiralty intends to maintain an active research and development
program dedicated to the design and development of additional proprietary marine
detection technologies and devices for use in historic shipwreck search and
recovery operations.

     The ATLIS 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 the so-called "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 in Jamaican territorial waters. Admiralty expects that other
countries will be similarly receptive to the advantages and attributes of the
ATLIS technology and therefore will favorably entertain applications by
Admiralty for shipwreck search and recovery permits in their territorial waters.

         Admiralty has enhanced the marine search capabilities associated with
its ATLIS technology by positioning itself to acquire fly-over remote-sensing
analysis in permitted areas to detect anomalies which may indicate the presence
of historical shipwrecks. The use of fly-over surveys could substantially reduce
the time required to locate metal-bearing anomalies in the search area. The
ATLIS technology could then be deployed to study in detail those anomalies which
correlate with Admiralty's historic research and determine whether recovery
efforts are warranted.


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<PAGE>


     Admiralty recently has initiated preliminary, exploratory discussions with
certain domestic governmental authorities regarding the possibility of deploying
the ATLIS technology in efforts to locate and retrieve unexploded marine
ordnance and weapons, including hydrogen bombs, in the territorial waters of the
United States.

SHIPWRECK SEARCH AND RECOVERY PERMITS

     Admiralty holds an exclusive permit from the Government of Jamaica (the
first such permit issued in more than 18 years) to conduct search and recovery
operations on the Pedro Banks in Jamaica's territorial waters. 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. Admiralty
has recently entered into an agreement with Argosy International to form
International Recovery Group, LLC, a Nevis, British West Indies, limited
liability company ("IRG"), to conduct search and recovery operations in Jamaica
and other jurisdictions. Argosy has worked with RMS Titanic, Inc. to recover
artifacts from the wreck of the famous ocean liner. IRG will use Argosy's
state-of-the-art research vessel in operations on the Pedro Banks. Since
entering into the joint venture, Argosy has formed Titanic Explorations Ltd. and
assigned its interest in IRG to that company.

     Admiralty has also negotiated the key terms and conditions of a marine
exploration and excavation permit from the Government of Mexico, which Admiralty
believes will be issued later this year. Admiralty has also engaged in
preliminary discussions regarding shipwreck search and recovery permits and
licenses from several other governments and plans to vigorously pursue these
discussions during 2003.

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, and, in some
instances, describe the salvage efforts, if any, that may have been undertaken
after the wreck occurred. Such research also 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

     Admiralty has also developed strategic alliances with academic experts in
the field of marine or nautical archaeology, such as the Center for Maritime &
Underwater Resource Management, a non-profit corporation initially established
as an outreach program of Michigan State University. The Center assisted
Admiralty in the preparation of its archaeological recovery plan for Jamaica and
is working with Admiralty in the preparation of a preliminary study of shipwreck
sites in the territorial waters of Mexico.


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<PAGE>



POTENTIAL REVENUE SOURCES

     Admiralty intends to generate 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 assist in locating and
retrieving for disposal unexploded marine ordnance and weapons.

     Cargo and trade items or goods refer to those found on a shipwreck that do
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 known 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
activities for this material. Admiralty believes it can successfully negotiate
search contracts with the United States Government which it believes could
produce a source of significant revenue for many years.

MISSION AND IMMEDIATE GOAL

     Admiralty's mission is to use its proprietary detection technology, in
partnership with governments, marine archaeologists and other respected
shipwreck specialists, to become the

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world leader in the location and recovery of historic shipwrecks. Its immediate
goal is to transform the pursuit of valuable cargoes lost at sea from today's
generally unpredictable, many times disreputable, frequently unprofitable and
often environmentally destructive operation into a business that is consistently
profitable, predictable, reputable and environmentally acceptable. A secondary,
but perhaps equally important mission and goal is to utilize the ATLIS
technology, in conjunction with appropriate governmental agencies, for location
and retrieval of unexploded marine ordnance and weapons in the territorial
waters of the Untied States.

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 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 would thus preclude competitors from conducting
competing activities in the 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. A number of international organizations, such as the
United Nations Educational, Scientific & Cultural Organization ("UNESCO") and
certain environmental 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 is currently considering an initiative 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.
The rules are still in draft form, but the rule which may be most problematic to
the Company is the requirement that underwater cultural heritage may not be
sold. However, the Company believes that the primary value of the cargoes it
seeks is trade goods (such as coins, bullion and gems), and the Company does not
believe these items constitute artifacts of cultural significance. Nevertheless,
the Company believes that the proposed convention, if adopted, could increase
regulation of shipwreck recovery operations and could result in higher costs.


                                       6
<PAGE>


     Management does not believe that the Convention will be adopted as
presented, however, because 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.

     A development which may also pose a risk to the Company's planned business
activities is the claim by the Government of Spain that it has not abandoned and
therefore still has possessory rights to historic Spanish shipwrecks. The
Government of Spain recently litigated such a claim in a federal district court
in the United States regarding the JUNO shipwreck and prevailed. The claim of
the Spanish government was supported by the United States Parks Department.
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.

EMPLOYEES

     The Company has two 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 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


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<PAGE>


commercially viable in such operations. The Company has previously encountered
difficulties, largely brought about by insufficient funding, in its ATLIS
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.

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 in operations in areas which 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 the risk of 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. A number of international organizations,
such as the United Nations Educational, Scientific & Cultural Organization
("UNESCO") and certain environmental 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 is currently considering an initiative known as the
Convention on the Protection of Underwater Cultural


                                       8
<PAGE>


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. The rules are still in draft form, but the rule which
may be most problematic to the Company is the requirement that underwater
cultural heritage may not be sold. However, the Company believes that the
primary value of the cargoes it seeks is trade goods (such as coins, bullion and
gems), and the Company does not believe these items constitute artifacts of
cultural significance. Nevertheless, the Company believes that the proposed
convention, if adopted, could increase regulation of shipwreck recovery
operations and could result in higher costs.

     Management does not believe that the Convention will be adopted as
presented, however, because 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.

     A development which may also pose a risk to the Company's planned business
activities is the claim by the Government of Spain that it has not abandoned and
therefore still has possessory rights to historic Spanish shipwrecks. The
Government of Spain recently litigated such a claim in a federal district court
in the United States regarding the JUNO shipwreck and prevailed. The claim of
the Spanish government was supported by the United States Parks Department.
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.

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 wide
fluctuations in value and has been highly volatile in recent years. Thus, no
assurances can be given that if the Company recovers any precious metals, it
will occur at a time when the market is favorable to sellers. At currently
depressed silver prices, it would be highly unlikely that the Company would be
able to generate a profit solely through the sale of silver bullion obtained
through the melting of recovered silver coins or bars. Therefore, silver coins
and bars would have value only to the extent of their numismatic significance
and potential for use in the jewelry and novelty markets. While gold coins and
bars tend to contain significantly higher bullion values than those of silver
objects, there is no assurance that such values will be adequate to provide a
significant profit. Therefore, the Company intends to market gold items for
numismatic and investment values as well. However, there can be no assurance
that numismatic or investment values can be obtained at significantly


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higher rates than bullion values and, in any event, the multiple of numismatic
to bullion values for gold artifacts is likely to be significantly lower than
the multiple for silver artifacts. The market for historical or numismatic
objects may be adversely affected if a large supply of such items are offered
for sale at or about the same time. There is no assurance that such a market
will exist at the time the Company salvages such items, if at all, or that then
existing prices will be sufficient for the Company to realize any significant
value for such objects. Thus, it may take an extended period of time before
adequate value is realized, if at all, on any artifacts which the Company may
recover.

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 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. 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 and will vigorously defend any such claim 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,
violate applicable environmental regulations or elements of nautical
archaeological protocols.

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 shipwreck 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.

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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 which
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, laws governing
historic shipwrecks (those more than 100 years old) are somewhat indefinite and
are the subject of several pending lawsuits.

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 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 does not presently have a patent covering the ATLIS technology;
however, it has filed for a provisional domestic patent and has filed for
international patent protection. Nevertheless, there is no assurance that the
Company's applications will result in the issuance of patents. The Company
intends to preserve the secrecy of its technology by: (i) building into ATLIS
equipment tamper-proof elements, (ii) permitting the actual operation of
Admiralty's equipment units utilizing ATLIS technology only by certain key
employees of the Company, (iii) revealing the critical information necessary to
construct and operate ATLIS 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 Auditor's Report

     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 auditor's
report 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


                                       11
<PAGE>

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.

Difficulty in Trading "Penny Stocks".

     The Company's securities may be subject to a rule that imposes additional
sales practice requirements on broker-dealers who sell such securities to
persons other than established customers (as defined in the rule) and accredited
investors (generally, institutions and, for individuals, an investor with assets
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together
with such investor's spouse). For transactions covered by this rule, the
broker-dealer must make a special suitability determination for the purchaser
and must have received the purchaser's written consent to the transaction prior
to the purchase. Consequently, certain brokers may be unwilling to engage in
transactions in the Company's securities because of the added disclosure
requirements, thereby making it more difficult for shareholders to resell the
Company's Common Stock in the open market.

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 2,290square feet of office space that the Company leases from a
  non-affiliated entity. The lease commenced on June 1, 2002 and expires July
  31, 2005. The approximate yearly rental is as follows: 2003--$53,592,
  2004--$55,197, and 2005--$32,872.

ITEM 3.  LEGAL PROCEEDINGS.

The Company previously occupied office space pursuant to a Lease Agreement upon
which it defaulted. The landlord under that lease was granted a Consent Judgment
on March 1, 2002 for past due rent, expenses and interest in the aggregate
amount of approximately $108,000. To date, approximately $14,000 has been
applied to the judgment amount, leaving an unsatisfied balance of $94,000. The
Company vacated the leased premises and the balance of the Judgment remains
outstanding and has been accrued by the Company.

The Company is engaged in various other litigation matters from time to time in
the ordinary course of its business. The Company will vigorously defend its
position and believes the outcome of such litigation will not have a material
adverse effect on the Company or its operations.

                                       12
<PAGE>

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." 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 2001                   FISCAL 2002
                      ---------------------          --------------------
        PERIOD         HIGH           LOW             HIGH          LOW
        ------         ----           ---             ----          ---

     1ST QUARTER      $0.48           $0.38          $0.53          $0.10
     2ND QUARTER      $2.75           $0.30          $0.26          $0.10
     3RD QUARTER      $1.90           $0.40          $0.17          $0.06
     4TH QUARTER      $0.50           $0.08          $0.09          $0.02


(b)  APPROXIMATE NUMBER OF HOLDERS OF COMMON STOCK

     The number of record holders of the Company's Common Stock at March 10,
     2003 was approximately 2,774. 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.

(d)  RECENT SALES OF UNREGISTERED SECURITIES.

     Securities issued during the fiscal year ending on December 31, 2002, were
     4,500,000 shares of common stock to 3 individuals through the exercise of
     stock options issued pursuant to the Company's 2002 Stock Option Plan. The
     shares were registered pursuant to an S-8 registration statement. The
     exercise prices were at fair market value (ranging



                                       13
<PAGE>

     from $.08 to $.15 per share) and were paid for by promissory notes of one
     year or less with annual interest rates ranging from 6% to 9%.

     A business partnership, of which one of the Company's directors was a
     partner, advanced $90,000 in 2002 pursuant to an agreement to purchase
     3,000,000 restricted shares of the Company's common stock. These shares are
     to be issued in 2003. These shares will be issued in reliance on the
     transactional exemption from registration provided by Section 4(2) of the
     Securities Act of 1933, as amended.

     The Company did not pay any commissions in connection with the offer and
     sale of any of the foregoing securities.

ITEM 6.  MANAGEMENT'S PLAN OF OPERATION.

     Ruby Mining Company (the "Company"), together with its wholly owned
subsidiary, Admiralty Corporation ("Admiralty"), 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,
2002 through the issuance of common stock, warrants, options, loans, and
short-term interest bearing advances. In addition, the Company received some
revenue during 2002 that was utilized for liquidity and capital purposes. Also,
employees of the Company have partially deferred payments of compensation to
provide liquidity for the company.

     Additionally, during the year ended December 31, 2002, the Company jointly
formed a limited liability company ("LLC"), to which the Company contributed, as
capital, the use of by the LLC for the period of the operating agreement of the
LLC, the Company's exclusive permit from the Government of Jamaica to conduct
search and recovery operations on the Pedro Banks of Jamaica, while the other
party to the LLC was to contribute a specified sum of cash. Furthermore, the
operating agreement of the LLC includes a licensing agreement between the LLC
and the Company for the ATLIS technology, for which the Company was expecting to
receive from the LLC approximately $1 million during 2002. The Company received
approximately $200,000 of this amount during 2002. The Company does not expect
to receive the remainder of the funds from this agreement. In addition, the
Company does not believe that the LLC will be utilized by the Company for the
conduct of search and recovery operations. The Company continues to have
discussions with interested parties in seeking opportunities to establish
strategic partnerships or investment opportunities.

     With the reorganization of the Company in 2001, management believes that
the Company has enhanced access to investments of capital. Management is
utilizing existing relationships and business advisors to seek opportunities for
capital investments. With the Company's current cash level, operations of the
Company will be limited over the next twelve months without a capital investment
to satisfy existing liabilities and to fund future operations.

     The Company had $199,927 in revenue from operations during the year ended
December 31, 2002 as compared to $0 for the year ended December 31, 2001. The
2002 revenue was from the licensing agreement with the LLC. During the quarter
ended June 30, 2001, the Company completed a reorganization in which the Company
acquired all the outstanding shares of stock of


                                       14
<PAGE>


Admiralty Corporation in exchange for stock of the Company. The transaction is
more fully explained in a Form 8-K filed by the Company on June 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 now that of the Company, is engaging in
the business of exploration and salvage of historic shipwrecks, primarily those
from the 1500s, 1600s, and 1700s.

     For the year ended December 31, 2002, the Company incurred a net loss of
$1,868,697, compared to a net loss of $2,172,985 for the year ended December 31,
2001. The Company's present activities consist of establishing and maintaining
financing and funding sources and opportunities and establishing and maintaining
relationships and arrangements that will enhance the Company's ability to pursue
the cargoes of historic shipwrecks.

     For the year ended December 31, 2002, compensation costs and depreciation
and amortization were comparable to the year ended December 31, 2001.
Professional fees were $700,396 for the year ended December 31, 2002, an
increase of $118,041 from $582,355 for the year ended December 31, 2001. This
increase is the result of the Company continuing to issue shares of the
Company's stock to various consultants as payment for services. The Company
valued these services based on the market price of the stock at the time of the
transaction. See Forms S-8 filed by the Company related to these issuances for
further information. General and administrative costs for the year ended
December 31, 2002 were $341,769, a decrease of $337,123 from the year ended
December 31, 2001. This decrease was primarily the result of a $325,000
share-exchange fee related to the reorganization of the Company in 2001. As in
the prior year, the Company had no significant research and development
expenses, due to the limited amount of cash with which to perform such
activities.


                                       15
<PAGE>



ITEM 7.  FINANCIAL STATEMENTS.


                         REPORT OF INDEPENDENT AUDITORS

Ruby Mining Company
Atlanta, Georgia

We have audited the accompanying balance sheets of Ruby Mining Company and
Subsidiary (A Development Stage Enterprise) as of December 31, 2002 and 2001,
and the related statements of operations, changes in stockholders' deficit and
cash flows for the years then ended, and the inception period from January 1,
1998 to December 31, 2002. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits. The period from inception to December
31, 1997 was audited by other auditors who expressed an unqualified opinion on
that presentation period.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Ruby Mining Company and
Subsidiary as of December 31, 2002 and 2001, and the results of its operations
and its cash flows for the years ended December 31, 2002 and 2001, and for the
inception period from January 1, 1998 to December 31, 2002, in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company will require substantial additional funds to
sustain research and development and commence and continue operating activities
until such time as the Company can generate positive cash flows from operations.
This condition raises substantial doubt about the Company's ability to continue
as a going concern. Management's plans to raise additional funds and begin
operations are also described in Note 1. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

/s/ Cherry, Bekaert & Holland, L.L.P.

Atlanta, Georgia
March 28, 2003


                                       16
<PAGE>


<TABLE>
<CAPTION>
                                                                                                            3
                       RUBY MINING COMPANY AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)

                                  BALANCE SHEET
                           December 31, 2002 and 2001

                                     Assets

                                                                                       2002            2001
                                                                                 ------------      ------------
Current Assets
<S>                                                                              <C>               <C>
    Cash in bank                                                                 $      1,606      $        728
    Expense and employee receivables                                                   98,091           236,354
    Other current assets                                                               10,368             9,368
                                                                                 ------------      ------------

           TOTAL CURRENT ASSETS                                                       110,065           246,450

Furniture, fixtures, computer equipment and leasehold
  improvements, less accumulated depreciation of $137,215
  and $123,270, respectively                                                           11,962            25,906
Other assets                                                                           40,579            35,295
                                                                                 ------------      ------------
           TOTAL ASSETS                                                          $    162,606      $    307,651
                                                                                 ============      ============

                      Liabilities and Stockholders' Deficit
LIABILITIES
Current liabilities
    Accounts payable                                                             $    842,934      $    753,173
     Accrued compensation and consulting fees                                         698,124           549,625
     Shares to be issued for converted debt                                            20,000             --
    Short-term advances                                                               206,900           202,500
                                                                                 ------------      ------------
           TOTAL CURRENT LIABILITIES                                                1,767,958         1,505,298

Nonconvertible debentures, net of unamortized discount of
  $1,766,835 and $2,091,676, respectively                                           3,233,165         2,908,324
Interest payable                                                                    2,070,968         1,647,544
                                                                                 ------------      ------------
           TOTAL LIABILITIES                                                        7,072,091         6,061,166


Stockholders' Deficit
    Common stock; $.001 par value, 100,000,000 shares
       authorized; 29,820,169 and 22,066,248 shares issued
      and outstanding at December 31, 2002 and 2001,  respectively                     29,820            22,066

    Additional paid-in capital                                                      6,988,839         6,070,970
     Subscribed shares                                                                 90,000              --
     Receivable for exercised options                                                (302,896)             --
    Development stage deficit                                                     (13,715,248)      (11,846,551)
                                                                                 ------------      ------------
         Total stockholders' deficit                                               (6,909,485)       (5,753,515)
                                                                                 ------------      ------------
         Total liabilities and stockholders' deficit                             $    162,606      $    307,651
                                                                                 ============      ============
</TABLE>


The accompanying notes are an integral part of these financial statements.

                                       17

<PAGE>


<TABLE>
<CAPTION>
                                                                                                 4
                       RUBY MINING COMPANY AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)

                            STATEMENTS OF OPERATIONS
       Since inception and for the years ended December 31, 2002, and 2001


                                                    Inception to
                                                        2002               2002             2001
                                                    ------------      ------------      ------------

<S>                                                 <C>               <C>               <C>
Revenues                                            $    199,927      $    199,927      $       --

Operating expenses
    Compensation and employee benefits                 2,815,881           204,074           199,737
    Research and development                           1,440,423              --              10,000
    General and administrative                         3,252,273           341,769           678,892
    Depreciation and amortization                        138,433            13,944            20,262
    Professional fees                                  3,112,893           700,396           582,355
                                                    ------------      ------------      ------------
Total expenses                                        10,759,903         1,260,183         1,491,246
                                                    ------------      ------------      ------------

         Operating loss                              (10,559,976)       (1,060,256)       (1,491,246)

    Other income (expenses)                              506,555            17,343             4,792
    Interest expense                                  (3,661,827)         (825,784)         (686,531)
                                                    ------------      ------------      ------------
         Net (loss)                                 $(13,715,248)     $ (1,868,697)     $ (2,172,985)
                                                    ============      ============      ============

             (Loss) per basic and diluted share                       $      (0.07)     $      (0.11)
                                                                      ============      ============
</TABLE>






















The accompanying notes are an integral part of these financial statements.

                                       18
<PAGE>


<TABLE>
<CAPTION>
                                                                                                      5
                                        RUBY MINING COMPANY AND SUBSIDIARY
                                         (A DEVELOPMENT STAGE ENTERPRISE)

                                             STATEMENTS OF CASH FLOWS
                        Since inception and for the years ended December 31, 2002 and 2001

                                                        Inception to
                                                            2002               2002              2001
                                                        ------------      ------------      ------------
Operating activities
<S>                                                     <C>               <C>               <C>
    Net loss                                            $(13,715,248)     $ (1,868,697)     $ (2,172,985)
    Adjustments to reconcile net loss
      to net cash used in operating
      activities:
        Depreciation and amortization                        137,215            13,944            20,263
        Discount Amortization                              1,329,023           324,841           292,195
             Stock issued for professional services          878,960           454,510           424,450
        Increase (decrease) in accounts
                  Payable                                    885,971           132,798           269,128
             Increase in interest payable                  2,070,968           423,424           391,987
             Expense receivable reduction                    134,818           134,818              --
          Other, net                                         480,910           144,300           113,420
                                                        ------------      ------------      ------------

           NET CASH USED IN OPERATING ACTIVITIES          (7,797,383)         (240,062)         (661,542)

Investing activities
    Advances under expense receivable                       (139,861)           (3,918)          (68,002)
    Purchases of furniture, fixtures and computer
        Equipment                                           (149,177)             --                --
                                                        ------------      ------------      ------------

           NET CASH USED IN INVESTING ACTIVITIES            (289,038)           (3,918)          (68,002)
                                                        ------------      ------------      ------------

Financing activities
    Issuance of common stock and warrants                  5,811,985            75,458           527,036
     Short-term advances                                     281,900            79,400           202,500
     Stock subscription                                       90,000            90,000              --
    Issuance of non-convertible debentures                 1,904,142              --                --
                                                        ------------      ------------      ------------

          NET CASH PROVIDED BY FINANCING ACTIVITIES        8,088,027           244,858           729,536


NET INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS                                                  1,606               878                (8)

CASH AND CASH EQUIVALENTS AT THE BEGINNING
  OF PERIOD                                                     --                 728               736
                                                        ------------      ------------      ------------

CASH AND CASH EQUIVALENTS AT THE END OF PERIOD          $      1,606      $      1,606      $        728
                                                        ============      ============      ============
</TABLE>






The accompanying notes are an integral part of these financial statements.

                                       19

<PAGE>



<TABLE>
<CAPTION>
                                        RUBY MINING COMPANY AND SUBSIDIARY
                                         (A DEVELOPMENT STAGE ENTERPRISE)

                                  STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
                        Since Inception and for the years ended December 31, 2002 and 2001


                                                COMMON STOCK                   Paid-in
                                            Shares           Amount            Capital
                                          ----------      ------------      ------------

<S>                                       <C>             <C>               <C>
Balance at April 15, 1988                       --        $       --        $       --

     Stock effect of reverse merger        2,230,000             2,230              --
    Issuance of common stock              17,714,115            17,714         5,189,547
    Net loss                                    --                --                --
     Stock record adjustment                  (3,800)               (4)                4
     Capital adjustment                         --                --             (67,941)
                                          ----------      ------------      ------------

Balance as of December 31, 2000           19,940,315            19,940         5,121,610

    Issuance of common stock               2,225,933             2,226           860,672
     Issuance of warrants                       --                --              88,688
     Stock record adjustment                (100,000)             (100)             --
    Net loss                                    --                --                --
                                          ----------      ------------      ------------

Balance as of December 31, 2001           22,066,248            22,066         6,070,970

    Issuance of common stock               7,700,000             7,700           856,833
    Subscribed stock                            --                --                --
    Issuance of warrants                        --                --              61,036
    Stock record adjustment                   53,921                54              --
    Notes receivable for exercised
      Options                                   --                --                --
    Net loss                                    --                --                --
                                          ----------      ------------      ------------

Balance as of December 31, 2002           29,820,169      $     29,820      $  6,988,839
                                          ==========      ============      ============
</TABLE>

                                       20a

<PAGE>



<TABLE>
<CAPTION>
                                                                                   Development          Total
                                                 Stock Option     Subscribed          Stage         Stockholders'
                                                   Receivable        Stock           Deficit           Deficit
                                               -----------       ------------     ------------      -------------

<S>                                             <C>              <C>              <C>               <C>
Balance at April 15, 1988                       $      --        $       --       $       --        $       --

     Stock effect of reverse merger                    --                --               --               2,230
    Issuance of common stock                           --                --               --           5,207,261
    Net loss                                           --                --         (9,673,566)       (9,673,566)
     Stock record adjustment                           --                --               --                --
     Capital adjustment                                --                --               --             (67,941)
                                                ----------       ------------     ------------      ------------

Balance as of December 31, 2000                        --                --         (9,673,566)       (4,532,016)

    Issuance of common stock                           --                --               --             862,898
     Issuance of warrants                              --                --               --              88,688
     Stock record adjustment                           --                --               --                (100)
    Net loss                                           --                --         (2,172,985)       (2,172,985)
                                                ----------        -----------     ------------      ------------

Balance as of December 31, 2001                        --                --        (11,846,551)       (5,753,515)

    Issuance of common stock                           --                --               --             864,533
    Subscribed stock                                   --              90,000             --              90,000
    Issuance of warrants                               --                --               --              61,036
    Stock record adjustment                            --                --               --                  54
    Notes receivable for exercised
      Options                                      (302,896)             --               --            (302,896)
    Net loss                                           --                --         (1,868,697)       (1,868,697)
                                                -----------       ------------     ------------      ------------

Balance as of December 31, 2002                 $  (302,896)      $     90,000     $(13,715,248)     $ (6,909,485)
                                                ===========       ============     ============      ============
</TABLE>

<TABLE>
<CAPTION>

Schedule of Issuance
--------------------
                    DATE       # of Shares                                                    CONSIDERATION RECEIVED
       -----------------       -----------       -------------------------------------------------------------------
<S>                             <C>              <C>
            Various             4,500,000        Options exercised
        January 23, 2002          750,000        Non-cash, payment of consulting fees, equivalent to $.36 per share
         June 18, 2002          1,000,000        Non-cash, payment of consulting fees, equivalent to $.09 per share
       September 4, 2002        1,450,000        Non-cash, payment of consulting fees, equivalent to $.07 per share
</TABLE>


                                      20b

<PAGE>



                                                                             7
                       RUBY MINING COMPANY AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)

                          Notes to Financial Statements
                           December 31, 2002 and 2001



NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     NATURE OF BUSINESS

     Ruby Mining Company (the "Company") and it's wholly owned subsidiary
     Admiralty Corporation are a development stage enterprise. The Company's
     primary offices are located in Atlanta, Georgia. During the second quarter
     of 2001, the Company completed a reorganization, in which the Company
     acquired all of the outstanding shares of stock of Admiralty Corporation in
     exchange for stock of the Company. The reorganization was accounted for as
     a reverse-merger, with Admiralty being the accounting acquirer. The
     historical financial statements of the Company have been retroactively
     restated to present the reverse-merger as if it occurred as of the earliest
     period presented in the accompanying financial statements. The earnings
     (loss) per share presentation has also been restated to account for the
     reverse-merger. Admiralty is now a wholly owned subsidiary of the Company.
     The primary business of Admiralty is now that of the Company.

     Admiralty Corporation was incorporated in the State of Georgia in 1988.
     Since inception, Admiralty has undertaken to fund and conduct research to
     develop a remote sensing nonferrous metal detection device referred to by
     Admiralty as ATLIS(TM). Upon completion of research, development and
     testing, the Company intends to use the device to locate, identify, and
     quantify gold and silver bullion, coins, and artifacts located on and
     beneath the ocean floor. The Company believes that much of these artifacts
     are located in waters governed by foreign countries. Accordingly, the
     Company is developing relationships with these countries to permit the
     Company to seek historical shipwreck sites in these waters.

     The Company is a development stage enterprise and is primarily funding and
     conducting research to develop ATLIS. As of the Company's current year end,
     the Company does not have sufficient funds to complete development of the
     ATLIS technology, fund administrative expenses and conduct initial
     explorations which may result in revenues. Management believes that
     sufficient capital to continue research, development and operating
     activities can be obtained through private and public placements of equity
     and debt securities. Management recognizes that additional capital will be
     needed to continue research, development and operations and is working with
     various financial advisors to facilitate private placements and a public
     offering of the Company's common stock in 2003 and beyond. In addition, the
     Company is considering opportunities for partnering or forming alliances
     with other exploration companies. The success of the Company is dependent
     upon management's ability to implement this plan.


                                       21

<PAGE>

                                                                              8
                       RUBY MINING COMPANY AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)

                    Notes to Financial Statements - continued
                           December 31, 2002 and 2001

NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-
         CONTINUED

     NATURE OF BUSINESS -CONTINUED

     During 2002, the Company jointly formed a limited liability company ("the
     LLC") with another exploration company, in which the companies would
     jointly pursue certain identified exploration opportunities. As part of the
     operating agreement of the LLC, the Company would receive an initial
     license fee of $1.0 million for use of the ATLIS technology by the LLC. As
     of December 31, 2002, the Company has received approximately $200,000 of
     this license fee. Management of the Company has determined that due to the
     uncertainty surrounding the performance of the other company under the
     operating agreement, the remaining receivable for the license fee is not
     collectible and had reduced this receivable, and the related revenue
     deferral, to zero.

     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     METHOD OF ACCOUNTING

     The accompanying financial statements include the accounts of Ruby Mining
     Company and Admiralty Corporation, and have been prepared on the accrual
     basis of accounting. Under the accrual method, revenues are recognized when
     earned and expenses are recognized when the related goods or services are
     received. Significant intercompany accounts are eliminated in
     consolidation.

     USE OF ESTIMATES

     The preparation of financial statements in conformity with accounting
     principles generally accepted in the United States of America requires
     management to make estimates and assumptions that affect the amounts
     reported in the financial statements and accompanying notes. Actual results
     may differ from those estimates, and such differences may be material to
     the financial statements.

     CASH IN BANK

     Cash in bank consists of demand deposits and cash equivalents. The Company
     considers all highly liquid investments with maturities of three months or
     less when purchased to be cash equivalents.

     FURNITURE, FIXTURES AND COMPUTER EQUIPMENT

           Furniture, fixtures, and computer equipment are recorded at cost and
           depreciated using the straight-line method over the estimated useful
           lives of the assets, which range from five to seven years. Leasehold
           improvements are amortized over the lesser of the estimated useful
           life of the asset or the lease term.


                                       22
<PAGE>

                                                                              9

                       RUBY MINING COMPANY AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)

                    Notes to Financial Statements - continued
                           December 31, 2002 and 2001


NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-
         CONTINUED

     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

     INCOME TAXES

     The Company accounts for income taxes using the asset and liability
     approach in accordance with Statement of Financial Accounting Standard No.
     109. Under the asset and liability approach deferred tax assets and
     liabilities are recognized for the future tax benefit and expense which is
     expected to arise from differences between asset and liability amounts
     reported for financial statement and tax purposes.

     Tax assets may also be recognized for net operating loss and tax credit
     carryforwards. Deferred tax assets are reduced by a valuation allowance
     when, in the opinion of management, it is more likely than not that some
     portion or all of the deferred tax assets will not be realized.

     RESEARCH AND DEVELOPMENT

     The Company's research and development expenses represent payments and
     amounts due to Larsen Laboratory for development of the ATLIS nonferrous
     metal detection device. Larsen Laboratory is solely owned by a stockholder
     and director of the Company. At December 31, 2002 and 2001, amounts payable
     to Larsen Laboratory for these services were $85,000 and $85,000,
     respectively.

     The Company expenses research and development costs, including the cost of
     materials used in preoperating prototypes, when incurred.

     FINANCIAL INSTRUMENTS

     Financial instruments include cash in bank, accounts payable, accrued
     compensation and consulting fees, non-convertible debentures and interest
     payable. These amounts are recorded at historical cost basis, which
     approximates fair value.



                                       23
<PAGE>



                                                                              10

                       RUBY MINING COMPANY AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)

                    Notes to Financial Statements - continued
                           December 31, 2002 and 2001

NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-
         CONTINUED

     STOCK-BASED COMPENSATION

     The Company accounts for stock-based compensation utilizing the intrinsic
     value method. See Note 4 for additional information regarding the Company's
     stock based compensation. Presented below is certain financial information
     of the Company with comparative proforma information determined as if the
     Company had accounted for the stock-based compensation utilizing the
     fair-value method.

<TABLE>
<CAPTION>
                                                                     2002                   2001
                                                                     ----                   ----

<S>                                                            <C>                    <C>
     Net Loss as reported                                      $  (1,868,697)         $  (2,172,985)
     Basic and diluted loss per share
       as reported                                             $       (0.07)         $       (0.11)
     Stock-based employee compensation
       cost included in net loss as reported                   $          --          $          --
     Stock based employee compensation
       cost based on fair-value method                         $          --          $          --
     Proforma net loss including stock-based
       compensation cost based on fair-value
       method                                                  $  (1,868,697)         $  (2,172,985)
     Proforma basic and diluted loss per share
       including stock-based compensation
       cost based on fair-value method                         $       (0.07)         $       (0.11)
</TABLE>

     NEW ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS
     No. 133 "Accounting for Derivative Instruments and Hedging Activities",
     which established accounting standards for derivative instruments. This
     Statement and subsequent amendments to the Statement were adopted by the
     Company for the year ended December 31, 2001. The adoption of this
     Statement did not have a significant impact on the Company's financial
     reporting or operations.

     In June 2001, the FASB issued SFAS No. 141, "Business Combinations", and
     SFAS No. 142, "Goodwill and Other Intangible Assets". No, 141 address
     financial reporting for business combinations by specifying that all
     combinations are to be accounted for using the purchase method. No. 142
     address reporting for acquired goodwill and other intangible assets, but
     not those acquired in a business combination. The Company adopted the
     provisions of SFAS No. 142 effective January 1, 2002 and determined that
     the provisions of No. 142 do not have an impact on the financial position
     of the Company and results of operations for the year ended 2002.


                                       24
<PAGE>


                                                                             11
                       RUBY MINING COMPANY AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)

                    Notes to Financial Statements - continued
                           December 31, 2002 and 2001

NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-
         CONTINUED

     NEW ACCOUNTING PRONOUNCEMENTS-CONTINUED

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock Based
     Compensation-Transition and Disclosure", which provides alternative methods
     of transition for entities that voluntarily change to the fair value based
     method of accounting for stock-based employee compensation. The provisions
     of SFAS No. 148 as adopted by the Company did not have a significant impact
     on the Company's financial reporting or operations.

NOTE 2 - NONCONVERTIBLE DEBENTURES

     In 1996, the Company issued a senior nonconvertible 6% debenture to an
     Austrian bank in the amount of $2,000,000 and a substantially identical
     junior nonconvertible 6% debenture in the amount of $500,000 to the
     financial organization which identified the Austrian Bank as a potential
     investor in the Company. In 1997, the Company issued identical senior and
     junior debentures. Total net proceeds from the issuance of the debentures
     was $1,760,000. The excess of the $5,000,000 aggregate value of the
     debentures over the $1,760,000 of proceeds represents a discount on the
     debenture and fees charged by the parties for the investment. This discount
     and the related fees are being amortized over the life of the debentures.
     At December 31, 2002 and 2001 the unamortized discount and fees were
     $1,766,835 and $2,091,676. The approximate effective interest rate of the
     debentures is 12%.

     The debentures and interest are due and payable on September 30, 2006 and
     August 22, 2007, with $2.5 million plus accrued interest due on each date
     to the extent payment has not been made by the Company previously. The
     lender of the senior subordinated debenture is entitled to receive 1% of
     the Company's reported net income, payable quarterly, at such time net
     income is reported, for each $100,000 of principal amount of the debt which
     is outstanding. In addition, 50% of the outstanding principal amount is
     required to be repaid in the event the Company completes an initial public
     offering. In the event and to the extent that prepayments occur as required
     by the agreements, the unamortized discount will be recalculated using the
     interest method and a pro rata portion of the discount will be expensed at
     the time of the prepayment.




                                       25
<PAGE>



                                                                             12
                       RUBY MINING COMPANY AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)

                    Notes to Financial Statements - continued
                           December 31, 2002 and 2001

NOTE 3 - SHORT-TERM ADVANCES AND NOTES PAYABLE

     At December 31, 2002, the Company had outstanding $206,900 of short-term
     interest bearing advances, primarily from related parties. Some of these
     advances have been issued with warrants to purchase shares of the Company's
     common stock, as explained in Note 4. In connection with the 2001
     reorganization of the Company, the Company incurred a note payable of
     $325,000. At December 31, 2002 the balance of the note, plus accrued
     interest at 8.0%, was $247,860. The note matures July 2003. The note is
     included in accounts payable in the Company's balance sheet.

NOTE 4 - STOCK OPTIONS AND WARRANTS

     The Company may grant stock options to the Company's officers, directors,
     key employees, and consultants to purchase the Company's common stock.
     Options are granted to purchase common stock shares at a price not less
     than fair market value of the stock at the date of grant as established by
     the Board of Directors. The Company may grant either incentive or
     nonqualified stock options to employees of the Company, but only
     nonqualified options may be granted to non-employee directors or
     consultants. Options expire not later than 10 years after the grant date,
     and have a maximum 10 year vesting term.

     The Company has made available 1,448,700 shares for issuance of stock
     options as of December 31, 2001. During 2002, the Company made available an
     additional 4,500,000 stock options under its 2002 Stock Option Plan. The
     Board of Directors of the Company establishes to whom options shall be
     granted and determines exercise prices, vesting requirements and the number
     of shares covered by each option. The Financial Accounting Standards Board
     issued Statement of Financial Accounting Standards (SFAS) No. 123,
     "Accounting for Stock-Based Compensation," in October 1995. The Company has
     adopted SFAS No. 123 and as permitted by that Statement has elected to
     present pro forma fair-value stock-based compensation information as notes
     to the financial statements. The proforma presentation is presented in Note
     1 to the financial statements.








                                       26
<PAGE>



                                                                             13
                       RUBY MINING COMPANY AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)

                    Notes to Financial Statements - continued
                           December 31, 2002 and 2001

NOTE 4 - STOCK OPTIONS AND WARRANTS-CONTINUED

     The following table summarizes stock option activity over the past two
     years for authorized options issued:

<TABLE>
<CAPTION>
                                                                       Weighted-
                                                        Number of       Average
                                                         Shares      Exercise Price

<S>                                                    <C>           <C>
     Options outstanding at January 1, 2001              648,200     $        1.80
              Granted                                    450,000              1.00
              Exercised                                     --                 --
              Canceled or Expired                           --                 --

     Options outstanding at December 31, 2001          1,098,200              1.47
              Granted                                  4,500,000              0.12
              Exercised                                4,500,000              0.12
                Canceled or Expired                      330,000              1.56

     Options outstanding at December 31, 2002            768,200              1.46

     Options exercisable at December 31, 2001          1,098,200              1.47

     Options exercisable at December 31, 2002            768,200              1.46
</TABLE>

     For options outstanding and exercisable at December 31, 2002, the exercise
     price ranges and average remaining lives were:

<TABLE>
<CAPTION>
                      OPTIONS OUTSTANDING                                OPTIONS EXERCISABLE
     --------------------------------------------------------------   ----------------------------------

                                         WEIGHTED-
                                         AVERAGE
                                        REMAINING      WEIGHTED-
          RANGE OF          NUMBER       LIFE IN        AVERAGE           NUMBER       WEIGHTED-AVERAGE
      EXERCISE PRICES     OUTSTANDING     YEARS      EXERCISE PRICE    EXERCISABLE      EXERCISE PRICE
                          AT12/31/02                                   AT 12/31/02

<S>  <C>                     <C>           <C>        <C>                <C>           <C>
     $  1.00 to 1.99         450,000       3.42       $    1.00          450,000       $      1.00
     $  2.00 to 3.00         318,200       2.02       $    2.12          318,200       $      2.12

                             768,200       2.84       $    1.42          768,200       $      1.46
                             =======                                     =======
</TABLE>


                                       27

<PAGE>


                                                                             14
                       RUBY MINING COMPANY AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)

                    Notes to Financial Statements - continued
                           December 31, 2002 and 2001

NOTE 4 - STOCK OPTIONS AND WARRANTS-CONTINUED

     At December 31, 2002, the Company had 2,961,340 outstanding warrants to
     purchase one share of common stock per warrant at prices ranging $.09 per
     share to $7.00 per share. The warrants were issued in connection with the
     Company obtaining short-term notes payable, financing, and in connection
     with the 2001 reorganization of the Company.

NOTE 5 - LOSS PER SHARE

     The computation of basic and diluted earnings (loss) per share is based on
     the weighted average number of shares outstanding during the period
     presented, plus, when their effect is dilutive, additional shares assuming
     the exercise of certain vested stock options and warrants, in accordance
     with Statement of Financial Accounting Standards No. 128, "Earnings Per
     Share." Diluted per share amounts have not been presented in the
     accompanying statements of operations as their effect is anti-dilutive. The
     Company's loss from operations as presented on the Statement of Operations
     was used in the loss per share calculation. The weighted average number of
     shares outstanding for 2002 was 26,776,608 and for 2001 was 20,637,259.

NOTE 6 - INCOME TAXES

     The Company has available unused operating loss carryforwards of
     approximately $13.5 million resulting in a deferred tax-asset of
     approximately $2.7 million which may be applied against future taxable
     income and which expires in various years from 2003 to 2017. The amount of
     and ultimate realization of the benefits from the operating loss
     carryforwards for income tax purposes is dependent, in part, upon the tax
     laws in effect, the future earnings of the Company, and other future
     events, the effects of which cannot be determined. Because of the
     uncertainty surrounding the realization of the loss carryforwards, the
     Company has established a valuation allowance equal to the amount of the
     recognized benefit for the loss carryforwards and, therefore, no deferred
     tax asset has been recognized for the loss carryforwards.

NOTE 7 - RELATED PARTY TRANSACTIONS

     At times the Company may enter into transactions with related parties.
     During 2002 these transactions included the issuance of 4,500,000 shares of
     common stock in option exercise transactions in exchange for approximately
     $505,000 in notes receivable from shareholders. As of December 31, 2002,
     the Company still held approximately $303,000 in note receivable for shares
     purchased. The Company also has a note receivable of approximately $64,000
     from an executive officer of the Company. At December 31, 2002 the note had
     matured and was in default.


                                       28
<PAGE>


                                                                             15
                       RUBY MINING COMPANY AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)

                    Notes to Financial Statements - continued
                           December 31, 2002 and 2001

NOTE 8- LEASES

     In June 2002, the Company entered into an operating lease for its current
     office facility through July 31, 2005. Future minimum lease payment
     obligations as of December 31, 2002 are as follows:

                   2003     53,592
                   2004     55,197
                   2005     32,872






                                       29
<PAGE>



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

None.


                                    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
-----------------------     ---     ------------------------------------------

Herbert C. Leeming           55     Chief Executive Officer, President and
                                    Chairman of the Board of Directors

James W. Larsen              51     Chief Technical Officer, Vice President of
                                    Research and Development and Director

Murray D. Bradley, Jr.       56     Chief Financial Officer, Vice President of
                                    Administration, Treasurer, Secretary and
                                    Director

Jay L. Swallen               77     Director and Chairman of Audit Committee

G. Howard Collingwood        61     Director and Chairman of Compensation
                                    ommittee

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

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

HERBERT C. LEEMING is a founder of Admiralty and has served as an executive
officer and director of Admiralty since its inception in 1988. Prior to 1988,
Mr. Leeming was active in oil and gas exploration and production, energy
management, real estate acquisition and financing. Particular areas of expertise
relate to his ability to supervise and coordinate major business transactions.
He has been instrumental in bringing together the requisite parties for business
and financial transactions and has also served as a liaison between corporate
management and the legal, accounting, financial, governmental and academic
communities. He has held senior executive positions with numerous companies.

JAMES W. LARSEN has been associated with Admiralty since its inception. He is a
Senior Research Scientist with Georgia Tech Research Institutes Electro-Optical
Device Branch where he has been employed since January 1981. He is also a senior
member of the Underwater Research Programs Office of Georgia Tech Research
Institute. Mr. Larsen holds a Master of Science in Physics, Master of Science in
Electrical Engineering, and a Bachelor of Science in Applied Mathematics. His
research experience covers a wide range of subjects, including projects
involving salt-water environments and advanced remote sensing applications.

                                       30
<PAGE>


MURRAY D. BRADLEY, JR. 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 22 years Mr.
Bradley 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.

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. He 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. Mr. Swallen is
active in his church and in several social organizations in various bodies of
the Masonic order in Canton, Massillon and Cleveland, Ohio.

G. HOWARD COLLINGWOOD has been 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. He
currently is Vice President of International Operations for Chore-Time Brock,
Inc., a multi-million dollar company. Mr. Collingwood recently managed the
establishment of a $6 million joint venture with a company in Brazil which
included the construction of a state-of-the-art manufacturing facility in
Brazil. Additionally, Mr. Collingwood is the owner of HCG Global, a significant
stockholder of the Admiralty Corporation. 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. Mr.
Collingwood was president of one of the three principal divisions of Allied
Signal, a multi-billion dollar public company.

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 with respect to its most recent fiscal year, and Form 5 and
amendments thereto furnished by the Company with respect to its most recent
fiscal year and certain representations, no person who was 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
Exchange Act during the most recent fiscal year.

ITEM 10.  EXECUTIVE COMPENSATION.

The following table sets for information regarding the executive compensation
for the Company's President for the years ended December 31, 2002 and 2001, and
for each other executive officer who had total annual salary and bonus in excess
of $100,000 during such years.

                                       31
<PAGE>



                           SUMMARY COMPENSATION TABLE

Name and Principal Position                   Annual Compensation
------------------------------------------------------------------
                                  Year        Salary         Bonus
Herbert C. Leeming,               2002       $102,000         -0-
President and CEO                 2001       $102,000         -0-

The CEO's compensation for 2002 was deferred.


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

The following table sets forth, as of March 1, 2003, 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.

Name of Beneficial                     Ownership and Percent Ownership
Owner and Title                           Shares             Percent    Class
---------------                           ------             -------    -----

*Herbert C. Leeming, CEO (1)
  2309 Chastain Drive                   3,210,000             10.42%      Common
 Atlanta, GA 30342

*Murray D. Bradley, Jr., CFO (2)          814,000              2.64%      Common
 4893 Falling Leaf Court
 Douglasville, GA 30135

*James W. Larsen, CTO                   3,200,000              0.38%      Common
 475 Oakleaf Trail
 Suwanee, GA 30174

*G. Howard Collingwood (3)              2,077,433              6.74%     Common
 P. O. Box 6727
 South Bend, IN 46662

*Jay L. Swallen (4)                     1,000,500              3.25%      Common
 2349 Gulf  Shore Blvd. No.
 Naples, FL 34103

Steven A. Cunningham (5)                1,800,000              5.84%      Common
3765 Banyon Lane
Alpharetta, GA 30302

                                       32
<PAGE>


Bobby Goldman (6)                        1,117,980            3.63        Common
201 East 66th Street #17M
New York, NY 10021

Harold F. Herron (7)                     1,900,000            6.16%       Common
877 North 8th Street West
Riverton, WY 82501

U.S. Energy Corp. (8)                    1,900,000            6.16%       Common
877 North 8th Street West
Riverton, WY 82501

V. John Mansfield                        1,800,000            5.84%       Common
6362 huckleberry Trial
Big Canoe, GA 30143


All directors and officers as a group   10,301,933           33.43        Common
(5 persons) (8)



*  Directors
(1)  All 3,210,000 are owned by the Herbert C. Leeming Trust, of which Mr.
     Leeming is the principal beneficiary.
(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.
(3)  Includes 1,129,600 shares held in an IRA account and 922,500 shares held in
     H.C.G. Global, of which G. Howard Collingwood is the beneficial owner for
     both of these entities.
(4)  Shares owned by the Jay L. Swallen Flint Trust (a trust for the benefit of
     Jay L. Swallen) (5) Includes shares owned by each of Steven A. Cunningham,
     Betty B. Cunningham (Steven Cunningham's spouse),
     and The Austin Adrian Cunningham Trust (a trust for the benefit of Steven
     Cunningham's minor son).
(6)  Includes 125,880 shares held in Bobby Goldman's Profit Sharing Pension
     Plan.
(7)  Mr. Herron is one of seven directors of U.S. Energy Corp. and accordingly
     shares the dispositive voting power over the 1,900,000 shares held by U.S.
     Energy with the remaining directors of that entity.
(8)  600,000 of these shares are to be canceled upon the payment of Admiralty
     to U.S. Energy of $225,000.
(9)  Does not include 10,000 options beneficially owned by one outside director,
     500,000 warrants owned by U.S. Energy, 200,000 options beneficially owned
     by one officer, 150,000 options beneficially owned by one officer, 75,000
     options beneficially owned by one officer, and 58,600 warrants beneficially
     owned by the two outside directors.

                                       33
<PAGE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     At December 31, 2002 and 2001, amounts payable by the Company to Larsen
Laboratories, a company owned entirely by James Larsen, an officer and director
of the Company, were $85,000 and $85,000, respectively.

Item 13. Exhibits and Reports on Form 8-K


     (a)     Exhibits

Exhibit No.  Title of Exhibit                                Sequential Page No.
-----------  ----------------                                -------------------

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

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

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

     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]

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

     21.1    Subsidiaries of Registrant...................................    42

     99.1    Consulting Agreement with Clarence Lott......................   [4]

     99.2    Consulting Agreement with Robert Fisak.......................   [4]

     99.3    Consulting Agreement with Steven A. Cunningham...............   [4]

     99.4    Consulting Agreement with V. John Mansfield..................   [4]

     99.5    Consulting Agreement with Jonathan Lewis.....................   [5]

     99.6    Consulting Agreement with Barry S. Kaplan....................   [6]

     99.7    Consulting Agreement with Bobby Goldman......................   [7]

     99.8    Consulting Agreement with I.M. James.........................   [8]

     99.9    Consulting Agreement with Raylen Parra.......................   [9]

     99.10   Consulting Agreement with Ty R. Warren.......................  [10]

     99.11   Consulting Agreement with Raphael Bloom......................  [11]

                                       34
<PAGE>

     99.12   Consulting Agreement with V. John Mansfield..................  [12]

     99.13   Consulting Agreement with Steven A. Cunningham...............  [13]

     99.14   Consulting Agreement with Raylen Parra.......................  [14]

     99.15   Certification Pursuant to Section 906
             of the Sarbanes-Oxley Act of 2002............................    43

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

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

     [4]     Incorporated by reference from the like numbered exhibit to
             the Registrant's registration statement on Form S-8 (SEC File
             No. 333-68036), filed August 20, 2001.

     [5]     Incorporated by reference from exhibit 99.1 to the
             Registrant's registration statement on Form S-8 (SEC File No.
             333-69708), filed September 20, 2001.

     [6]     Incorporated by reference from exhibit 99.2 to the
             Registrant's registration statement on Form S-8 (SEC File No.
             333-69708), filed September 20, 2001.

     [7]     Incorporated by reference from exhibit 99.3 to the
             Registrant's registration statement on Form S-8 (SEC File No.
             333-69708), filed September 20, 2001.

     [8]     Incorporated by reference from exhibit 99.4 to the
             Registrant's registration statement on Form S-8 (SEC File No.
             333-69708), filed September 20, 2001.

     [9]     Incorporated by reference from exhibit 99.5 to the
             Registrant's registration statement on Form S-8 (SEC File No.
             333-69708), filed September 20, 2001.

     [10]    Incorporated by reference from exhibit 99.6 to the
             Registrant's registration statement on Form S-8 (SEC File No.
             333-69708), filed September 20, 2001.

     [11]    Incorporated by reference from exhibit 99.1 to the
             Registrant's registration statement on Form S-8, filed
             September 20, 2001.

     [12]    Incorporated by reference from exhibit 99.2 to the
             Registrant's registration statement on Form S-8 (SEC File No.
             333-81330), filed September 20, 2001.

     [13]    Incorporated by reference from exhibit 99.3 to the
             Registrant's registration statement on Form S-8 (SEC File No.
             333-81330), filed September 20, 2001.

     [14]    Incorporated by reference from exhibit 99.4 to the
             Registrant's registration statement on Form S-8 (SEC File No.
             333-81330), filed September 20, 2001.

     (B)     REPORTS ON FORM 8-K.

     There were no reports filed on Form 8-K, during the quarter ended December
31, 2002.



                                       35
<PAGE>



ITEM 14.  CONTROLS AND PROCEDURES

     (A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. Within 90 days before
     filing this report, the Company evaluated the effectiveness of the design
     and operation of its disclosure controls and procedures. The Company's
     disclosure controls and procedures are the controls and other procedures
     that the Company has designed to ensure that it records, processes,
     summarizes and reports in a timely manner the information the Company must
     disclose in its reports filed under the Securities Exchange Act. Herbert C.
     Leeming, Chief Executive Officer and Murray D. Bradley, Chief Financial
     Officer, reviewed and participated in this evaluation. Based on this
     evaluation, Messrs. Leeming and Bradley concluded that, as of the date of
     their evaluation, the Company's disclosure controls and procedures were
     effective.

     (B) INTERNAL CONTROLS. Since the date of the evaluation described above,
     there have not been any significant changes in the Company's internal
     controls or in other factors that could significantly affect those
     controls, including any corrective actions with regard to significant
     deficiencies and material weaknesses.



                                       36
<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/  Herbert C. Leeming
                                       -----------------------------------------
                                       Herbert C. Leeming, 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.

<TABLE>
<CAPTION>

NAME                                                     TITLE                  DATE


<S>                                      <C>                                    <C>
  /s/  Herbert C. Leeming                     Chairman, CEO and Director        April 15, 2003
----------------------------------
Herbert C. Leeming


  /s/  Murray D. Bradley, Jr             Senior Vice President, Secretary       April 15, 2003
----------------------------------                 and Treasurer
Murray D. Bradley, Jr.


  /s/  Howard Collingwood                              Director                 April 15, 2003
----------------------------------
Howard Collingwood


  /s/  Jay L. Swallen                                  Director                 April 15, 2003
----------------------------------
Jay L. Swallen


  /s/  James W. Larsen                                 Director                 April 15, 2003
----------------------------------
James W. Larsen
</TABLE>













                                       37
<PAGE>




                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-KSB of Ruby Mining Co., for the
period ending December 31, 2002 as filed with the Securities and Exchange
Commission on the date hereof, I, Herbert C. Leeming, Chief Executive Officer of
registrant, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss.
302 of the Sarbanes-Oxley Act of 2002, that:

     1.   I have reviewed this annual report on Form 10-KSB of Ruby Mining Co.;

     2.   Based on my knowledge, this annual report does not contain any untrue
          statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this annual report; and

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this annual report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of registrant as of, and for, the periods presented in this
          annual report; and

     4.   The registrant's other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
          and we have:

     a.   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

     b.   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c.   presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent evaluation, to the registrant's auditors and the
          audit committee of the registrant's board of directors (or persons
          performing the equivalent function):

     a.   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b.   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and


                                       38
<PAGE>


     6.   The registrant's other certifying officers and I have indicated in
          this annual report whether or not there were significant changes in
          internal controls subsequent to the date of our most recent
          evaluation, including any corrective actions with regard to
          significant deficiencies and material weaknesses.

       Dated:  April 15, 2003               By:  /s/ Herbert C. Leeming
                                                 -------------------------------
                                                 Herbert C. Leeming
                                                 Chief Executive Officer







                                       39
<PAGE>



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-KSB of Ruby Mining Co., for the
period ending December 31, 2002 as filed with the Securities and Exchange
Commission on the date hereof, I, Murray D. Bradley, Chief Financial Officer of
registrant, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss.
302 of the Sarbanes-Oxley Act of 2002, that:

     1.   I have reviewed this annual report on Form 10-KSB of Ruby Mining Co.;

     2.   Based on my knowledge, this annual report does not contain any untrue
          statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this annual report; and

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this annual report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of registrant as of, and for, the periods presented in this
          annual report; and

     4.   The registrant's other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
          and we have:

     a.   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

     b.   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c.   presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent evaluation, to the registrant's auditors and the
          audit committee of the registrant's board of directors (or persons
          performing the equivalent function):

     a.   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b.   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

                                       40
<PAGE>


     6.   The registrant's other certifying officers and I have indicated in
          this annual report whether or not there were significant changes in
          internal controls subsequent to the date of our most recent
          evaluation, including any corrective actions with regard to
          significant deficiencies and material weaknesses.

       Dated:  April 15, 2003               By:  /s/ Murray D. Bradley
                                                 -------------------------------
                                                 Murray D. Bradley
                                                 Chief Financial Officer











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