|U.S. SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C.FORM 10-KSB
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|ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THESECURITIES EXCHANGE ACT OF 1934FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005
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|COMMISSION FILE NO. 0-7501
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|ADMIRALTY HOLDING COMPANY(Exact name of small business issuer as specified in its charter)
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|COLORADO 83-0214117(State or other jurisdiction of (I.R.S. Employerincorporation or organization) Identification No.)
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|3318 Highway 5, No. 504Douglasville, Georgia 30135-2308(Address of principal executive offices)
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|(404) 348-4728(Registrant's telephone number, including area code)
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|125 Valleyside Drive, Dallas, GA 30157(Registrant's former address)
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Check whether the issuer (1) filed all reports required to be filed by Section13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or forsuch 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
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|[ ] NO
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Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB/A or any amendment to this Form 10-KSB/A. [ ]

The registrant had $1,000 in gross revenues in the most recent fiscal year.

As of March 1, 2006 the Registrant had58,592,190shares of Common Stock, $.001 par value, outstanding, and the aggregate market value of the
shares held by non-affiliates on that date was approximately $ .

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

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|PART I.
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|ITEM 1. DESCRIPTION OF BUSINESS
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|Background
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The Companys name was changed, effective November 2, 2005, from Ruby Mining Company (Ruby) to Admiralty Holding Company (the Company or AHC). The Company conducts its business
principally through an operating subsidiary, Admiralty Corporation. Pursuant to a Plan and Agreement of Share Exchange implemented in 2001 (the Share Exchange Agreement), the shareholders of Admiralty became the principal shareholders of
Ruby and Admiralty then became and remains today a wholly-owned subsidiary of the Company. The Company was incorporated under the laws of the State of Colorado in 1971. Admiralty was incorporated under the laws of the State of Georgia in 1988.
Unless the context otherwise requires, all references herein to the Company shall include both AHC and Admiralty.



|General
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We are engaged principally in the business of locating and recovering valuable cargoes from historic shipwrecks, primarily those from the 16th,
17th, and 18thcenturies. We also continue to evaluate the potential application of our
technology for assisting domestic governmental agencies in locating and retrieving unexploded marine ordnance and weapons.

Our business activities are concentrated in 8 principal areas:

1. Finalizing development of a unique, proprietary technology which can be utilized to detect gold, silver and other precious metals in a salt-water environment, through layers of sand, sediment and coral.

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

3. Analyzing and evaluating the principal issues related to the legalities associated with historic

(pre-1900) shipwreck search and recovery operations.

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

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

6. Conducting search efforts to locate and arrest historic shipwrecks situated in international waters (i.e., outside the jurisdiction of particular governments).

7. Acquiring and deploying marine vessels equipped with state-of-the-art conventional search and recovery capabilities for use in historic shipwreck search and recovery operations

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

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|Shipwreck Search and Recovery Technology
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We have designed and developed a proprietary detection technology, which we call ATLIS, to locate, quantify and differentiate among precious metals in a marine environment. To assist us in enhancing the functionality
of our ATLIS technology, we have associated a university-affiliated scientific expert in the field of remote-sensing. We have completed the initial testing phase of our technology (in the laboratory and in the ocean) and are now building the
first ATLIS field units for use in shipwreck search and recovery operations. On April 20, 2004, we were granted United States Patent U.S. 6,724,191 B1 from the U.S. Patent Office entitled: SYSTEMS AND METHODS USEFUL FOR DETECTING PRESENCE
AND/OR LOCATION OF VARIOUS MATERIALS. Additionally, we have two other patent applications pending under U.S. Patent Application Serial Numbers 10/899,391 and 60/490,315. Information Disclosure Statements and Forms PTO/SB/08 were filed on both of
these patents with the U.S. Patent Office on February 25, 2005 by our intellectual property legal counsel, Kilpatrick Stockton LLP. One is entitled SYSTEMS AND METHODS FOR SYNCHRONOUS DETECTION OF SIGNALS and the other is entitled METHODS AND
SYSTEMS FOR ENCHANCING

DETECTION IN DETECTION SYSTEMS. James Larsen, a former Vice President and director of the Company and currently a technology consultant to the Company, is the inventor, and Admiralty is the assignee of these patents. We
expect the two additional U.S. patents to be issued to us in 2006. We intend to maintain an active research and development program for the design, development and evaluation of additional proprietary marine detection technologies and devices for
use in historic shipwreck search and recovery operations.

We also believe we are enhancing the marine search capabilities associated with our ATLIS technology by positioning the Company to acquire an advanced Remotely Operated Vehicle (ROV) to be
integrated with the ATLIS technology. This capability is being developed through a contractual association with Nova Marine Exploration, Inc. and its subsidiary Nova Ray®, Inc. (NRI), developers of the Nova Ray® ROV. The
Nova Ray® ROV uses the hydrodynamic features of its proven arcuate wing to work with the current  not against it. The arcuate wing (used to describe objects that are bent or curved in the form of a bow)
provides stability in strong tidal and river currents and counters destabilizing effects of cable drag. It works effectively with an umbilical cable and the current, instead of working against each factor. This functionality feature works contrary
to nearly all other portable ROVs on the market today. The Nova Ray® ROV operates in up to 9 knot currents under tow (the industry standard being just 2 knots), yet also has plenty of payload capabilities. The Nova Ray® ROV is depoyable
deeper with less cable than other underwater towable vehicles. Having a highly efficient and maneuverable design, the portable, cost effective Nova Ray® ROV will greatly enhance our operations capabilities in our underwater inspection and
detection projects. Numerous patents for the Nova Ray® subsea system have already been granted or are pending. The United States Navy has referenced aspects of the Nova Ray® system in certain of its own patent applications.

The use of ROV surveys can substantially reduce the time and effort required to locate metal-bearing anomalies in deep or flowing current search areas. NRI has already adopted a reticulated and pick-up arm for the Nova
Ray® ROV to retrieve objects on deep-water wrecks, even in strong current environments. Additionally, we expect to be able to adapt the ATLIS technology to the Nova Ray® ROV and deploy the adapted ROV to study in detail those anomalies
which correlate with our historic research in order to determine whether shipwreck recovery activities are warranted, thereby expanding our capabilities to deep water environments and areas of strong currents.

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|Shipwreck Search and Recovery Permits
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We were granted an exclusive permit from the Government of Jamaica (the only such permit from Jamaica) to conduct search and recovery operations on the Pedro Bank, a 2000 square mile underwater plateau in the
Caribbean Sea, southwest of Kingston, Jamaica. This area is believed to be one of the richest in the world for shipwrecks from the Spanish flotillas carrying gold and silver bars and coins, gemstones and artifacts from Latin America (then known as
the New World) to the Spanish Empire. Two of Admiraltys marine science consultants have estimated that there are 300 or more historic shipwrecks in the vicinity of the Pedro Bank. This permit expired on November 30, 2005. However,
we are currently in negotiations with representatives of the Jamaican government to extend or renew this permit. We are unable, at this point in time, to predict, with any degree of certainty, whether these negotiations will be
successful.

The ATLIS technology, by enabling us to pinpoint the location of valuable cargoes of historic shipwrecks, will allow us to restrict our 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 threat of serious environmental
damage that led many nations to cease issuing permits many years ago to commercial marine salvage operators and so-called treasure hunters. Mainly due to our ability to conduct our search and recovery operations without wreaking havoc on
the marine environment, we were able to convince the Government of Jamaica to reconsider its longstanding moratorium on marine permits and grant to Admiralty a license to search for and recover valuable cargoes from historic shipwrecks situated on
the Pedro Bank.

We expect and anticipate that other countries will be similarly receptive to the attributes of the ATLIS technology and therefore will favorably entertain applications by Admiralty for shipwreck search and recovery
permits in their territorial waters. In this regard, we are now in negotiations for a marine exploration and excavation permit from another government within the Caribbean region that is expected to be granted by the end of 2006. We have also
engaged in preliminary discussions regarding shipwreck search and recovery projects and joint ventures with several other permit holders and we plan to continue to aggressively pursue these discussions over the course of the next several
years.



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

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|Strategic Alliances and Joint Ventures
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In 2003, we entered into an agreement with Georgia Tech Research Corporation, which serves as the contracting arm for the Georgia Institute of Technology (collectively, Georgia Tech). This agreement grants to
Georgia Tech a non-exclusive license of the Companys ATLISI technology for conducting research and development activities towards the development of that technology for use in locating unexploded land-based ordnance. All other rights
pertaining to the ATLIS technology, including, but not limited to, use in locating unexploded marine ordnance and in locating and recovering historic shipwrecks, are expressly reserved to the Company.

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

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

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

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

In the fall of 2005, we entered into an agreement with Captain Carl Fismer, a 30-year veteran of shipwreck treasure search and recovery operations, and Triton Quest, Inc.(Triton), an investment group affiliated
with Captain Fismer, to conduct historic shipwreck exploration activities, principally in international waters. The agreement provides that up to 50% of any revenues generated will be applied to reimburse the Company and Triton for operating/project
expenditures, with the remainder to be divided 50% to Captain Fismer, 25% to Triton and 25% to the Company. The first site to be explored pursuant to this agreement is situated in international waters off the coast of Florida. It is code named the
Dead Eye Site. This agreement continues in effect today.

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

The Ship accommodates 21 persons, including a crew of 4. It has been outfitted with sophisticated dive-support equipment and special marine survey and recovery equipment, including a fish tow Geometrics 882
magnetometer, two hand-held cesium magnetometers, sub-bottom mapping electronic equipment and software, world wide nautical chart software, two 18-foot Boston Whalers, a heavy-duty crane, air compressors for diving tanks, and a full dive air Nitrox
system.

The Company had utilized the Ship for its Pedro Bank operations and is using it now for certain other survey and recovery projects, including, in particular, Project Orange and the Dead Eye Site. The Ship is well suited for
such operations because many of the historic shipwreck targets are believed to be in shallow waters and the Ship only drafts 8 feet (2.77 meters).



|Potential Revenue Sources
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We intend to generate future revenues from seven principal sources: (i) sale of cargo and trade items, (ii) sale of merchandise, (iii) income from exhibitions, (iv) corporate sponsorship fees, (v) sale and licensing of
intellectual property rights, (vi) contractual arrangements with third parties for the use of our ship and equipment for marine survey services, and (vii) contracts with domestic governmental agencies to help locate and retrieve for disposal
unexploded marine ordnance and weapons. Should the contract with Georgia Tech produce a technology useful in locating land mines and other terrestrial ordnance, there would be an eighth source of revenue for the Company.

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

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

Income may also be generated from exhibiting artifacts and selling merchandise to those who attend the exhibitions. Exhibitions could range from 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, can generate fees and expense-sharing arrangements by allowing certain companies or products to
participate in the media exposure and promotional opportunities resulting from our projects, from search and recovery through exhibit or sale of artifacts.

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

We believe there are opportunities for us to generate revenues by performing marine survey services for third parties. Fro example, we recently completed in early 2006 a contract with a large Dutch company to perform a
bathymetric survey in the waters of Jamaica for which we received net revenues of just over $96,000.

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. We believe we can successfully negotiate search contracts with the United States Government which management believes could produce a significant source of future revenue.



|Our Mission and Immediate Goal
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Our mission is to use our proprietary detection technology, in partnership or strategic alliance with governments, nautical archaeologists, marine scientists, New World historians, maritime attorneys, and other
shipwreck specialists, to become the world leader in the location and recovery of historic shipwrecks. Our immediate goal is to transform the pursuit of valuable cargoes lost at sea from todays and yesterdays generally unpredictable,
frequently unprofitable and far too often environmentally destructive operation into a business that tomorrow will be consistently predictable, profitable and environmentally acceptable.



|Competition
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There are many companies that are engaged in the pursuit of historic shipwrecks and thus could be considered our competitors. 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 or avocation than a profession. Furthermore, search and recovery licenses and permits like the one Admiralty received from the Government of Jamaica, typically grant exclusive rights to the permit-holder for
operations in the permitted area. Such agreements should effectively preclude competitors from conducting competing activities in the licensed or permitted territory. Similarly, if a wreck site is arrested under admiralty law,
competitors are precluded from attempting to operate on the site.



|Governmental Regulation
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We intend to engage in operations in some areas which require permits or licenses from domestic and foreign governments. Permits are necessary to fully 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.

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

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

We do not believe that the Convention will be widely adopted as presented (and it has not been so far). The United States, Great Britain, and several other critical nations have voiced their opposition to any Convention
which would prevent legitimate private sector access to shipwrecks. In addition, several organizations, including the Maritime Law Association, Historic Shipwreck Salvors Professional Association and the Professional Shipwreck Explorers Association
are actively engaged in promoting the role of legitimate commercial access to shipwrecks.

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



|Our Employees
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We have 3 full-time employees. In addition, we have engaged several consultants who perform scientific, legal, archaeological, shipwreck research, permitting and licensing, public and investor relations, financial and
business, and other services.

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|RISK FACTORS
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Special Note Regarding Forward-Looking Statements

Some of the information in this report may contain forward-looking statements. Such statements can be identified by the use of forward-looking terminology such as "may," "will," "expect,"
"anticipate," "estimate," "continue" or other similar words. These statements discuss future expectations, contain projections of results of operations or of financial condition or state other "forward-looking" information. When considering such
forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this report. The risk factors noted in this section and other factors noted throughout this report, including certain risks and uncertainties,
could cause our actual results to differ materially from those contained in any forward-looking statement.

Our auditors have expressed substantial doubt about our ability to continue as a going concern.

Due to our significant accumulated losses and our inability to generate sufficient cash flows from operations to satisfy our liabilities and sustain operations, our auditors have expressed
substantial doubt about our ability to continue as a going concern. Although we have had success in raising working capital from the sale of our common stock in the past, the going concern language in our auditors' report could negatively affect our
ability to raise such funds in the future. Some investors are unwilling to invest with companies that have going concern language in the auditors' report and others demand substantial discounts from the market price. Unless we are able to raise
additional working capital through the sale of our common stock, we will not be able to continue the recovery operations nor will we be able to pay our existing current liabilities, which could result in protection under bankruptcy laws. Under
certain conditions, including but not limited to having judgments rendered against us in a court of law, a group of creditors could force us into bankruptcy due to our inability to pay the liabilities arising out of such judgments. At this time, we
are unable to assess the likelihood that we would seek bankruptcy protection in the near future. There can be no assurance that we will be successful in raising working capital from the sale of our common stock.

We have limited working capital, have accumulated significant losses, and expect our losses to continue.

As of December 31, 2005, we had a deficit working capital of $(8,717,127). Our accumulated deficit was $(17,806,556) as of December 31,2004, and $(21,058,498) as of December 31,
2005. We had a net loss of $2,960,451 for the fiscal year ended December 31, 2004 and a net loss of $3,251,943 for the fiscal year ended December 31, 2005. Our losses have resulted principally from a lack of revenue. We may never achieve
profitability. Furthermore, we may continue to encounter substantial delays and unexpected expenses related to historical and scientific research, production of the ATLIS field units, search and recovery operations, regulatory matters or other
unforeseen difficulties.

We have incurred substantial indebtedness which, if not repaid or refinanced upon maturity, could result in severe adverse consequences for the Company.

We have outstanding Senior Nonconvertible and Junior Nonconvertible 6% Debentures (the Debentures) issued in 1996 and 1997 in the aggregate face amount of $5 million. $2.5
million of the Debentures, plus interest in the amount of $1,500,000, is due and payable on each of September 30, 2006 and August 22, 2007, representing a total repayment obligation (including

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Interest) in the amount of $8,000,000. The Company is not currently in a position to make these payments. If we are unable to meet these obligations, we will be forced to restructure or refinance them or to sell
additional equity financing to satisfy them, which we may be unable to do on satisfactory terms or at all. Such a default on these obligations would also trigger a default and require immediate repayment of the callable secured convertible notes, to
the extent those notes were to be outstanding at such time and not previously converted into shares of our common stock. If we were then unable to repay those notes, the noteholders could commence legal action against us and foreclose on all of our
assets to recover the amounts due. Any such action would require us to curtail or cease operations. Furthermore, if those notes were not outstanding and we were unable to repay or restructure the Debenture obligations, we would be forced to seek
bankruptcy dissolution or reorganization.

There are a large number of shares underlying our callable secured convertible notes and outstanding warrants and options that may be available for future sale, and the sale of these shares may result in a complete change
of control of the Company and significantly depress the market price of our common stock.

As of March 1, 2006, we had 58,592,190 shares of our common stock issued and outstanding, $2,397,305 in principal amount of callable secured convertible notes outstanding that may be
converted into an estimated 59,500,000 shares of common stock, at a price substantially less than the current market price, warrants issued to the holders of the callable secured convertible notes to purchase 9,615,385 shares of our common stock at
an exercise price of $.25 per share, additional outstanding warrants to purchase 21,603,482 shares of our common stock at exercise prices ranging from $0.05 to $2.25 per share, and options to purchase 477,500 shares of our common stock
at exercise prices ranging from $1.00 to $3.00. In addition, the number of shares of common stock issuable upon conversion of the notes may increase if the market price of our stock declines since the notes are convertible into shares of our
common stock at a 50% discount to the trading price. The sale of these shares is likely to significantly depress the market price of our common stock. Moreover, the significant downward pressure on the price of the common stock as the selling
stockholders convert and sell material amounts of common stock could in turn encourage short sales by other investors. This could place additional downward pressure on the price of our common stock. In addition, not only the actual sale of shares
issued upon conversion of the notes or exercise of the warrants, but also the mere perception that these sales could occur, may significantly deflate the market price of our common stock.

Furthermore, since there is no upper limit on the number of shares that we might have to issue over time to the selling stockholders, given that there is no floor or minimum conversion price,
but rather a 50% discount to the trading price, we might have to issue a large enough number of shares to the selling stockholders over time that could lead to a complete change in the voting control of the Company.

In the event the Company defaulted in its obligations to the selling stockholders, the selling stockholders might take the position their ownership limitation of 4.99% of the Companys common stock is not enforceable
and seek to convert the notes and exercise the warrants to gain control of the Company.

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Although the terms of the callable secured convertible notes and the associated warrants prohibit the selling stockholders from converting their notes and/or exercising their warrants if such
conversion or exercise would cause them to own more than 4.99% of our outstanding common stock, if we defaulted in our obligations to the selling stockholders, they might take the position that those contractual prohibitions are unenforceable and
seek to convert and/or exercise all of their holdings. Such action could result in the selling stockholders acquiring a sufficient number of shares of our common stock to gain voting control of the Company.

The issuance of shares upon conversion of the callable secured convertible notes and exercise of outstanding warrants may cause immediate and substantial dilution to our existing stockholders.

The issuance of shares upon conversion of the callable secured convertible notes and exercise of the warrants may result in substantial dilution to the interests of other stockholders since the
selling stockholders may ultimately convert and sell the full amount issuable upon conversion. Although the selling stockholders may not convert their callable secured convertible notes and/or exercise their warrants if such conversion or exercise
price would cause them to own more than 4.99% of our outstanding common stock, this restriction does not prevent the selling stockholders from converting and/or exercising some of their holdings and then converting the rest of their holdings over
time. In this way, the selling stockholders could sell more than this limit while never holding more than this limit. There is no upper limit on the number of shares that may be issued over time (assuming there is a market to sell the conversion
shares and that we have a sufficient number of authorized but unissued shares of common stock to effectuate the conversion) which could have the effect of further diluting the proportionate equity interest and voting power of holders of our common
stock, including investors in this offering.

If we are required for any reason to repay the outstanding callable secured convertible notes, we would be required to use our current cash, if available, or raise additional funds. Our failure to repay the callable secured
convertible notes, if required, could result in legal action against us, which could in turn require us to curtail or cease operations.

The callable secured convertible notes are due and payable, with 8% interest, three years from the date of issuance, unless sooner converted into shares of our common stock. As of March 1,
2006, we had $2,397,305 in principal amount of callable secured convertible notes outstanding. Any event of default, such as our failure to repay the principal or interest when due, our failure to issue shares of common stock upon conversion by
the holder, our failure to timely have this registration statement declared effective, breach of any covenant, representation or warranty in the Securities Purchase Agreement or related convertible notes, the assignment or appointment of a receiver
to control a substantial part of our property or business, the filing of a money judgment, writ or similar process against our company in excess of $50,000, the commencement of a bankruptcy, insolvency, reorganization or liquidation proceeding
against our company, and the delisting of our common stock, could require the early repayment of the callable secured convertible notes, including a default interest rate of 15% on the outstanding principal balance of the notes if the default is not
cured within the specified grace period.

We anticipate that the full amount of the callable secured convertible notes will be converted into shares of our common stock, in accordance with the terms of the callable secured convertible
notes. If we are required to repay the callable secured convertible notes, we would be required to use our limited working capital and raise additional funds. If we were unable to repay the notes when required, the noteholders could commence legal
action against us and foreclose on all of our assets to recover the amounts due. Any such action would require us to curtail or cease operations.

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Because our securities trade on the Over-the-Counter Bulletin Board, investors ability to sell their shares in the secondary market may be limited.

Since May 25, 2001, our shares have traded on the Over-the-Counter Bulletin Board. As a result, it may be more difficult for an investor to dispose of our securities, or to obtain accurate
quotations on their market value. Furthermore, the prices for our securities may be lower than might otherwise be obtained. Moreover, because our securities currently trade on the Over-the-Counter Bulletin Board, they are subject to the rules
promulgated under the Securities Exchange Act of 1934, as amended, which impose additional sales practice requirements on broker-dealers that sell securities governed by these rules to persons other than established customers and accredited
investors (generally, individuals with a net worth in excess of $1,000,000 or annual individual income exceeding $200,000 or $300,000 jointly with their spouses). For such transactions, the broker-dealer must determine whether
persons that are not established customers or accredited investors qualify under the rule for purchasing such securities and must receive that persons written consent to the transaction prior to sale. Consequently, these rules may adversely
affect the ability of purchasers to sell our securities and otherwise affect the trading market in our securities.

Because our shares may be deemed penny stocks, investors may have difficulty selling them in the secondary trading market.

The Securities and Exchange Commission has adopted regulations which generally define a penny stock to be any non-Nasdaq equity security that has a market price (as therein defined)
less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transactions by broker-dealers involving a penny stock (unless exempt), rules promulgated under the Securities Exchange
Act of 1934 require delivery, prior to a transaction in a penny stock, of a risk disclosure document relating to the penny stock market. Disclosure is also required to be made about compensation payable to both the broker-dealer and the registered
representative and current quotations for the securities. Furthermore, monthly statements are required to be sent disclosing recent price information for the penny stocks.

There are special risk associated with the business of historic shipwreck search and recovery of which investors should take note.

Historic shipwreck search and recovery, even with the ATLIS technology developed by Admiralty, is inherently 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.

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Our ATLIS  technology has not been completed and the development and testing have experienced substantial delays.

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

It is possible that technological advances by competing parties could render our technology inferior or even obsolete before it is deployed.

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 our technology less attractive and less competitive or even obsolete.

We face potentially strong competition which is likely to increase as the industry matures and expands.

We 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 we will be able to compete successfully against our competitors for exclusive permits to engage in historic shipwreck search and recovery operations in every offshore area identified as prime historic shipwreck prospects.

We face a complex set of regulatory hurdles which could prove expensive and even prohibitive.

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. We intend 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 our efforts to reduce these risks will be successful.

We face risks associated with marine search and recovery contracts with governments, international opposition to commercial historic shipwreck recovery, and claims by sovereignties, and our permit from Jamaica may not be
renewed.

We intend to engage in operations in areas that require permits or licenses from domestic and foreign governments. Admiralty has applied for several marine search and recovery permits, but to
date its only license has been issued by the Government of Jamaica to conduct exploration activities in the waters of the Pedro Bank. This license expired at the end of November 2005. Although we believe this license will be extended or renewed,
there is no assurance that it will be extended or renewed or that any renewal will be on terms and conditions

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equally favorable to the Company as those contained in the current license. Permits are necessary to fully implement our 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, we may be subject to expropriation of valuable historic shipwreck sites located by us, although we intend to use our best efforts to protect the Company against potential losses
which could result from expropriation activities, such efforts to include the acquisition of political risk and expropriation insurance (as conditions dictate).

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

We do not believe that the Convention will be widely adopted as presented. The United States, Great Britain, and several other critical nations have voiced their opposition to any Convention
that would prevent legitimate private sector access to shipwrecks. In addition, several organizations, including the Maritime Law Association, Historic Shipwreck Salvors Professional Association and the Professional Shipwreck Explorers Association
are actively engaged in promoting the role of legitimate commercial access to shipwrecks.

Another development which may pose a risk to our planned business activities is the claim by certain maritime nations that they have not abandoned and therefore still hold possessory rights to
their sovereign shipwrecks, including warships and vessels carrying government cargoes.

We may suffer delays or losses from 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.

We may encounter extreme uncertainty in connection with efforts to market recovered cargoes.

We intend to locate and recover precious metals (gold and silver), coins and bars, gemstones and items of historical and archaeological value in a marine environment. The precious metals market
is subject to significant fluctuations in value and, although the market price has been rapidly increasing, there is no assurance that recoveries of precious metals by the

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Company, if any, will occur at a time when the market is favorable to sellers numismatic and investment values as well. Additionally, there is no assurance that numismatic or investment values can be obtained at
significantly higher rates than bullion values for gold and silver, and the market for historical or numismatic objects may be adversely affected if an inordinately large supply of such items is offered for sale at or about the same time. There is
no assurance that such a market will exist at the time the Company recovers such items, if ever, or that then existing prices will be sufficient for the Company to realize any significant profit from such objects. It may require an extended period
of time before adequate profit, if any, is realized, on any artifacts we may recover in the future.

Our operations are subject to inherent environmental and archaeological risks.

The effect of our underwater search and recovery operations on the surrounding environment cannot currently be fully assessed. Due to the recent increased opposition to commercial historic
shipwreck salvage by certain environmental and historic preservation groups and international organizations, such as UNESCO, it is possible that such groups and organizations may, in certain areas, attempt to adversely influence a government with
regard to the Companys search and recovery operations on the grounds that they are harmful to the environment or historic preservation policies. In such event, our 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 our operations.

We do not believe the Companys operations will be harmful to the environment or will compromise historic preservation values and will vigorously defend any such claims should an action be
instituted. Moreover, we intend to conduct its recovery operations in accordance with the standards of established nautical archaeology. No assurance can be given, however, that operations of the Company will not, on occasion, be later found to
violate applicable environmental regulations or elements of nautical archaeological protocols.

We may be subjected to unauthorized incursions into our salvage sites.

Although we anticipate 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 from us artifacts recovered by the Company. The Company will be partially dependent upon the appropriate government with jurisdiction to bar unauthorized divers from such areas and to protect
us from pirating.

Additionally, we will utilize an expert security force on each recovery site to help us 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 our licensed domain.

We could have insufficient insurance coverage for our operations.

The Company has secured 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. We cannot guarantee that its insurance coverage is adequate. Accordingly, if one or more substantial claims in excess of insurance coverage against the Company were to be successfully sustained, our financial
condition and future prospects could be materially adversely affected. Any historic ship wreck which the Company may recover will be insured when, in our 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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Our operations are subject to extensive government regulation which are subject to change from time to time, and some of the changes could be adverse to us.

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

There are substantial risks inherent in government contracts relating to searching for unexploded marine ordnance and weapons.

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

There are risks associated with our efforts to protect and defend our intellectual property rights.

We intend to continue to develop, protect and preserve our intellectual property. As for detection technology specifically, we received United States Patent No.: US 6,724,191 B1 from the U.S.
Patent Office entitled: SYSTEMS AND METODS USEFUL FOR DETECTING PRESENCE AND/OR LOCATION OF VARIOUS MATERIALS on April 20, 2004. In addition, we have two other patent applications pending under U.S. Patent Application Serial Numbers 10/899,391 and
60/490,315. Information Disclosure Statements and Forms PTO/SB/08 were filed on both of these patents with the U.S. Patent Office on February 25, 2005 by our intellectual property law firm, Kilpatrick Stockton LLP. One is entitled SYSTEMS AND
METHODS FOR SYNCHRONOUS DETECTION OF SIGNALS and the other is entitled METHODS AND SYSTEMS FOR ENCHANCING DETECTION IN DETECTION SYSTEMS. James Larsen is the inventor and Admiralty is the assignee of these patents. In addition, we intend to preserve
and protect the secrecy of our technology by: (i) building into ATLISI equipment tamper-proof elements, (ii) permitting the actual operation of our equipment utilizing ATLIS technology only by certain trusted individuals, (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 implement proven security measures. However, we can give no assurance that other
companies will not be successful in developing technology-based processes similar to those developed by us.

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We may issue preferred shares in the future with preferences over our common stock.

We are authorized to issue up to 50,000,000 shares of blank check preferred stock, which will have such designations, rights and preferences as our Board of Directors may determine
from time to time. Accordingly, our Board of Directors will be empowered, without stockholder approval (but subject to applicable government regulatory restrictions), to issue preferred stock with dividend, liquidation, conversion, voting or other
rights that could adversely affect the voting power or other rights of the holders of our common stock. Those shares may be issued on such terms and for such consideration as our Board then deems reasonable and such stock shall then rank equally in
all aspects of the series and on the preferences and conditions so provided, regardless of when issued. In the event of such issuance, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or
preventing a change in control of our company.

Our Board of Directors will have the right to issue additional shares of common stock that could dilute holders of our common stock.

Our Board of Directors has the inherent right under applicable Colorado law, for whatever value the Board deems adequate, to issue additional common shares up to the limit of shares authorized
by the certificate of incorporation, and, upon such issuance, all holders of shares of common stock, regardless of when they are issued, thereafter generally rank equally in all aspects of that class of stock, regardless of when issued. Any such
issuance would necessarily dilute the holders of common shares. Current stockholders have no rights to prohibit such issuances nor inherent preemptive rights to purchase any such stock when offered.



|ITEM 2. DESCRIPTION OF PROPERTY
|-------------------------------

We are currently operating as a virtual company with no physical corporate offices as such. Since substantially all of our operations are currently conducted at locations outside the United States, we do not
feel that the Company should be saddled with the cost and expense associated with traditional corporate offices.



|ITEM 3. LEGAL PROCEEDINGS.
|--------------------------

A Complaint for Turnover was filed in the United States Bankruptcy Court for the Northern District of Georgia, Atlanta Division, against Admiralty by Dale R. F. Goodman, Trustee for the Bankruptcy Estate of Ralph Franklin
Ketchum, Jr. and Patsy Sue Ketchum on April 19, 2002. The Trustee obtained a judgment against Admiralty in the amount of $66,000 for back salary allegedly due to the Debtor Ralph Franklin Ketchum, Jr. for the years 1999 and 2000. Admiralty
continues to seek to settle the judgment for a lesser amount.

The Companys litigation involving its former CEO has been settled by way of a mutual release and dismissal of all claims and counterclaims. No monies were paid by the Company or received by the Company in connection
with the settlement.

The Company may be engaged in various other litigation matters from time to time in the ordinary course of business. The Company will vigorously defend or prosecute its position, as the case may be, and believes the outcome
of any litigation will not have a material effect on the Company.

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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

(a) The Company held its Annual Meeting of Stockholders during the fourth quarter of the year, on October 31, 2005. Proxies were solicited from the Companys stockholders pursuant to Regulation 14A issued under the
Securities Exchange Act of 1934, as amended. Of the 55,592,190 shares of common stock eligible to be voted at the Annual Meeting, 44,587,388 (or 80.2%) were voted either in person or by proxy.

(b) The following nominees were elected at the Annual Meeting to three-year terms as directors, with their respective vote tallies as follows:

G. Howard Collingwood, with 43,448,257 shares voted for election and 1,138,631 shares withheld.

Murray D. Bradley, Jr., with 43,448,757 shares voted for election and 1,138,631 shares withheld. Captain William Boone, with 43,819,834 shares voted for election and 767,454 shares withheld. Marc Wallace, with 43,819,789
shares voted for election and 767,599 shares withheld.

Marc Geriene, with 43,848,514 shares voted for election and 738,874 shares withheld.

(c) Other matters voted upon at the Annual Meeting and their respective vote tallies are as follows:

A proposed amendment to the Companys Articles of Incorporation to increase the number of authorized shares of common stock from 100,000,000 to 300,000,000 shares and to authorize 50,000,000 shares of blank
check preferred stock was approved, with 43,427,980 shares voted for the proposal, 1,555,173 shares voted against the proposal, 301,030 shares abstaining, and 12,524,747 shares not voting.

A proposal to amend the Companys 2002 Stock Option Plan to make available an additional 5,000,000 shares of common stock was approved, with 29,423,881 shares voted for the amendment, 2,117,928 shares voted against the
amendment, 122,632 shares abstaining, and 12,524,747 shares not voting.

A proposed amendment to the Companys Articles of Incorporation to change the Companys name from Ruby Mining Company to Admiralty Holding Company was approved, with 43,427,980 shares voted for the proposal,
727,019 shares voted against the proposal, and 47,075 shares abstaining.

A proposal to appoint Cherry, Bekaert & Holland, L.L.P. as the Companys independent registered public accounting firm for the fiscal year 2005 was approved, with 43,839,347 shares voted for the proposal, 700,966
shares voted against the proposal, and 47,075 shares abstaining.

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PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a) PRINCIPAL MARKET OR MARKETS.

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

|    |  |                                               |  | FISCAL 2004 |  | FISCAL 2005
|--- |  | --------------------------------------------- |  | ----------- |  | -----------
|    |  |                                               |  |             |  |            
|    |  | PERIOD                                        |  | HIGH        |  | LOW        
|   
|    |  | 1ST QUARTER                                   |  | $0.98       |  | $0.41      
|    |  | 2ND QUARTER                                   |  | $0.86       |  | $0.43      
|    |  | 3RD QUARTER                                   |  | $0.60       |  | $0.45      
|    |  | 4TH QUARTER                                   |  | $0.56       |  | $0.25      
|   
|(b) |  | APPROXIMATE NUMBER OF HOLDERS OF COMMON STOCK |  |            

The number of record holders of the Company's Common Stock at March 1, 2005 was approximately 2,604. This does not include shareholders who 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.

Unregistered shares of our common stock issued during the fiscal year ending on December 31, 2005, were 51,300 shares of common stock. Additionally, 10,500 units, with shares of common stock at $0.70 per share, were
issued to 2 individuals and entities in a private placement in exchange for fees valued at $7,350. These sales of securities consisted of units with 10,500 two-year warrants exercisable at $1.35 per share and 10,500 four-year warrants
exercisable at $2.25 per share. Furthermore, 200,000 shares of our common stock, as a result of the exercise of warrants, were issued for a consideration of $25,100 to 2 individuals and entities at prices ranging between $0.001 and
$0.25 per share. 40,800 shares of our common stock were also issued in exchange for services valued at $0.25 per share for a total consideration of $10,200.

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A total of 6,520,526 three-year warrants, exercisable into unregistered shares of our common stock at an exercise price of $0.35 per share, were issued to 41 accredited individuals or entities for a consideration of
$0.10 per warrant, through a private placement. Of these warants, 1,188,377 warrants were purchased through cancellation of existing debt and 620,000 warrants were issued in exchange for finders fees.

All of the aforementioned share and warrant issuances were private placements solely to accredited investors in reliance upon Regulation D promulgated by the United States Securities and Exchange Commission under the
Securities Act of 1933, as amended. The prices were at fair market values at the time of the transactions (ranging from $0.25 to $0.70 per share) and were recorded on the books of the Company on the date of issuance.

ITEM 6. MANAGEMENT'S PLAN OF OPERATION.

(a). Critical Accounting Policies

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

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

The most significant accounting policies for the Company are presented in Note 1 to the consolidated financial statements of the Company. These policies, along with the disclosures presented in the other financial statement
notes provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined.

Management views critical accounting policies to be those that are highly dependent on subjective or complex judgments, estimates and assumptions, and where changes in those estimates would have a material effect on the
presentation of the Companys financial statements.

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

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



| | (b). DISCUSSION
| | ---------------

Ruby Mining Company (the "Company"), together with its wholly owned subsidiaries, Admiralty Corporation ("Admiralty") and Admiralty Marine Operations, Ltd. ("AMO"), is a development stage company and has had only minimal
revenues from operations. The consolidated Company satisfied over $3,000,000 of liquidity and capital requirements during the year ended December 31, 2005 through the issuance of common stock, warrants, loans, and short-term interest bearing
advances.

Additionally, with a loan from the NIR Group of $2,500,000 in the second half of 2005, management believes that the Company has developed enhanced access to investments of capital in the capital markets. Management is
utilizing existing relationships and business advisors to seek future and further opportunities for capital investments. With the Company's current cash level, operations of the Company will be limited over the next twelve months without an
additional capital investment or sufficient revenue generating opportunities to satisfy existing and future operations.

Continuing from 2004, the Company sold the remainder of the $1,200,000 private placement offering to 2 accredited investors at $0.70 a share unit offering containing one share of restricted, common stock, one two
year stock purchase warrant exercisable at $1.35 per share and one four year stock purchase warrant exercisable at $2.25 per share. A total of $7,350 was sold during 2005. In January 2005, the Company commenced a second private placement
of a $0.35 unit, three year warrant offering to accredited investors for $0.10 per warrant. Each unit consisted of three, three year warrants, exercisable for $0.35 a share, $652,053 of this offering was purchased by 41 accredited
individuals and entities. In addition, beginning at the end of June 2005, $2,500,000 convertible, callable three year 8% notes were issued to the NIR Group of Roslyn, NY with the assistance of Laidlaw & Co., Ltd (UK). This private placement
was purchased by four (4) accredited fund entities acting in concert. The Company also issued 9,615,385 five year warrants exercisable at $0.25 a share to the note holders and 961,539 of the same warrants to the designees of the underwriters as
part of the agreements associated with this financing.

On December 21, 2005, Admiralty Holding Company (the "Company") closed the third tranche of its $2,500,000 financing (the "Financing") with The NIR Group of Roslyn, New York, first announced by the Company in June of
this year. Pursuant to this third tranche, the Company issued $850,000 of callable secured convertible notes and five-year warrants to purchase 3,269,228 shares of the Company's common stock at an exercise price of $.25 per share, the terms
ofwhich notes and warrants are fully described in the Company's 8-K filing on June 30, 2005.

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The third tranche was predicated upon the Company's SB-2 Registration Statement covering the shares underlying the callable secured convertible notes and the warrants issued pursuant to the terms of the Financing becoming
effective. The Registration Statement was declared effective by the United States Securities and Exchange Commission on December 20, 2005. The registration covers 62,500,000 shares of our common stock which may be issued upon conversion of the notes
and 9,615,385 shares of our common stock which may be issued upon the exercise of the warrants issued to The NIR Group of Roslyn, NY pursuant to the Financing.



| | (c). ANALYSIS
| | -------------

The Company had $1,000 of revenue from operations during the year ended December 31, 2005 as compared to $0 for the year ended December 31, 2004. During the quarter ended June 30, 2001, the Company completed a
reorganization in which the Company acquired all the outstanding shares of stock of Admiralty Corporation in exchange for common stock of the Company. The transaction is more fully explained in a Form 8-K filed by the Company on June 11, 2001. The
reorganization was accounted for as a reverse-merger with Admiralty being the accounting acquirer. Admiralty is now a wholly-owned subsidiary of the Company. The primary business of Admiralty and the Company is the business of finding and recovering
historic shipwrecks, primarily those from the 1500s, 1600s, and 1700s.

For the year ended December 31, 2005, the Company incurred a net loss of $3,251,943, compared to a net loss of $2,960,451 for the year ended December 31, 2004. The Company's present activities consist of deployment
of marine assets in marine surveying, archeological and logistical site sampling, joint venture research, permitting and surveying work will enhance the Company's ability to pursue the cargoes of historic shipwrecks.

For the year ended December 31, 2005, compensation costs were $362,690, a decrease of $16,985, from $379,675 for the year ended December 31, 2004. This decrease is primarily attributable to the legal settlement
of accrued salary due to a former executive officer who is no longer employed by the Company. Depreciation and amortization increased $15,557 from $38,138 in 2004, which was the result of the addition of the Company's Ship, New World Legacy
and the amortization of certain deferred debt placement costs incurred in 2005. Professional fees were $338,578 compared to $754,713 for the year ended December 31, 2004, an decrease of $416,135 from the year ended December 31, 2004.
This decrease is the result of the Company's decrease in the number of consultants utilized necessitated by project operation being shifted from Jamaica to other waters both in the Caribbean and off the United States coast. General and
administrative costs for the year ended December 31, 2005 were $507,735, an increase of $175,212 from the year ended December 31, 2004. This increase was primarily the result of increased costs related to obtaining financing, regulatory and
shareholder accounting costs, and, logistical and project operations support costs.

The Company had $132,964 of research and development expenses in 2005, resulting from payments primarily for the construction of the ATLISÔfield
unit, the Companys proprietary non-ferrous metal detection device and to Larsen Laboratories for the production of the this ATLISÔfield unit to be used in the Company
exploration and recovery projects. Exploration costs were $624,260 during the year ended December 31, 2005 and $434,674 during the year ended December 31, 2004. This $199,586 in cost increases was the direct result of the addition of the
Company's Ship, the R/V New World Legacy, and the operations and activities of the Ship during 2005.

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Interest expense increased by $337,242 from $898,410 for the period ended December 31, 2004 to $1,245,652 for the period ended December 31, 2005. This increase is primarily attributable to the recording of a
non-cash amount of $202,417 as a beneficial conversion interest entry at June 30, 2005 associated with the debt financing provided by the NIR Group of Roslyn, NY and the increase interest expense associated with this borrowing.
Additionally, the NIR Group converted 500,000 shares during 2005 for a total loan principal reduction of $22,500 for the callable secured convertible three year 8% notes held by all four funds in the group.

(d). SIGNIFICANT AND SUBSEQUENT EVENTS

In the first quarter of 2005, the Company received approximately $96,000 of revenue as a consequence of having completed survey operations with a subsidiary of Fugro Survey, Inc., a Dutch company with worldwide
operations. On March 15, 2005 the Companys ship, the R/V New World Legacy had begun to survey several different sites off Florida.  Additionally, as mentioned inNote 8to Financial Statement Exhibits, the lawsuit against a former executive officer and director was settled.

As noted hereinabove, in  2005, the Company issued a total of $2,500,000 callable secured convertible three year notes, bearing interest at 8% per annum, to four investment funds collectively known as The NIR Group of
Roslyn, NY. Eight months of interest was prepaid at the time of the issuance of each note in three different tranches each during the last three quarters of 2005. The notes are convertible into common stock of the Company which have been registered
under an SB-2 registration statement declared effective on December 23, 2005. The Company also issued 9,615,385 five-year warrants exercisable at $0.25 a share to the note holders and 961,539 of the same type warrants to designees of the
securities placement agent as part of the agreements associated with the Financing. The agreements also pledge the assets of the Company to the note holders. The notes may be prepaid at  any time for a premium of 150% of the outstanding principal at
the time of prepayment. During the period January 1 through March 1, 2006, a total of 2,500,00 shares were converted by The NIR Group representing an additional loan principal reduction of $80,195.

The Company may face serious liquidity issues later this year and, if those issues are successfully resolved, again in 2007 as a result of the maturity of certain debentures issued by the Company in 1996 and 1997. One of
two senior and junior debentures issued by the Company will be due and payable on September 30, 2006 (with the remaining senior and junior debentures to be due and payable on August 22, 2007). The total amount of principal and interest which will be
due and payable under the debentures maturing on September 30 of 2006 is $3,978,630 and the total amount of principal and interest which will be due and payable under the debentures maturing on August 22 of 2007 is $4,000,000. These
debentures were issued as senior nonconvertible 6% debentures to an Austrian investment bank in the aggregate principal amount of $4,000,000 and as substantially identical junior 6% nonconvertible debentures to the financial organization
responsible for introducing the bank to the Company in the aggregate principal amount of $1,000,000. Management is currently considering several alternative contingency plans in order to avoid defaulting in the repayment of these debentures and
it is confident that an arrangement can be made which will prevent an incident of default, although no such arrangement has yet been finalized. Management has been in discussions with the holders of the senior debentures in an effort to negotiate an
accommodation by such holders regarding the maturity date and a restructuring of the terms of the indebtedness by the parties. Accommodation and restructuring plans being considered involve several possibilities, including, but not limited to, a
cash payment or the addition of specific collateral to secure repayment in return for an extension of the maturity dates, conversion of some or all of the indebtedness into common and/or preferred stock or some

23

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other equity security or debt instrument, or acceptance by the holders of a lesser amount of cash than the total due as payment in full. No assurance is or can be given that the debentures will not go into default, which in
turn would have an extremely adverse effect on the Company, particularly so because such a default would also trigger a default in the callable secured convertible notes held by The NIR Group, which in turn could result in the holders of those notes
exercising their rights under their blanket security and pledge agreements entered into with the Company.

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2005 and 2004

Consolidated Statements of Operations Since Inception and for the Years Ended December 31, 2005 and 2004

Consolidated Statements of Cash flows Since Inception and for the Years Ended December 31, 2005 and 2004

Consolidated Statement of Changes in Stockholders' Deficit Since Inception and for the Years Ended December 31, 2005 and 2004



| | Notes to the Consolidated Financial Statements
| | ----------------------------------------------

24

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

There has been no occurrence requiring response to this item.



|ITEM 8A. CONTROLS AND PROCEDURES
|--------------------------------

The Company's Chief Executive Officer and Chief Financial Officer have evaluated the Company's disclosure controls and procedures as of the of the fiscal year covered by this Report on Form 10-KSB/A and have concluded that
the Company's disclosure controls and procedures are effective. During the fourth quarter of 2005, there were no changes in the Company's internal control over financial reporting that have materially affected, or that are reasonably likely to
materially affect, the Company's internal control over financial reporting.



|ITEM 8B. OTHER INFORMATION
|--------------------------



|Not Applicable
|--------------

PART III

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

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

|Name                   |  | Age |  | Position                                  
|---------------------- |  | --- |  | ------------------------------------------
|                       |  |     |  |                                           
|G. Howard Collingwood  |  | 63  |  | Chief Executive Officer and Chairman      
|                       |  |     |  | of the Board of Directors, President      
|Murray D. Bradley, Jr. |  | 59  |  | Chief Financial Officer, Vice President of
|                       |  |     |  | Administration, Treasurer, Secretary and  
|                       |  |     |  | Director                                  
|Bill Boone             |  | 54  |  | Director                                  
|Marc Wallace           |  | 59  |  | Director                                  
|Marc Geriene           |  | 52  |  | Director                                  

All directors will hold office until the next annual meeting of the shareholders and until their successors are elected an qualified.

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

25

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G. Howard Collingwood has been a director of the Company since may 2001. He has been the Chairman, Chief Executive Officer and President since April 2004. From November 2003 until April 2004, he served as the President and
Chief Operating Officer of the Company. Howard has been a director of our wholly-owned subsidiary, Admiralty Corporation, since 1997. He is the sole owner of Collingwood Associates and has over 30 years of management experience, including extensive
successful business management. Prior to joining Admiralty, he was Vice President of International Operations for CTB, Inc., a Berkshire-Hathaway company, from October 1997 until November 2003. For the 23 prior years, Howard was an employee of
Honeywell (formerly Allied Signal) for and was Vice President and General Manager of a business unit (SBU) at the time of his retirement from Allied Signal, then a multi-billion dollar public company. Additionally, Howard is sole owner of Virtual
Intelligence Applications, Inc. (VIA) a personnel and research contractor to certain U.S. Government projects.

Murray D. Bradley, Jr., a co-founder of Admiralty, has served as an executive officer and director of Admiralty since its inception in April 1988 and was an employee of Admiralty from 1997 until present. Since May 2001, he
has been an executive officer, employee and director of the Company. Murray is also an investment professional with a regional independent brokerage firm and executive and administrative partner of the Bradley-Johnson Family Fund, a private
investment company. Murray is a graduate of Oxford College of Emory University and of Georgia State University where he completed graduate courses in Accounting and Business Administration. For the past 25 years Murray has worked in the retail
securities business as a retail broker and in various management positions, prior to which he was the chief financial officer for a large health care organization. In addition to being a registered representative with the National Association of
Securities Dealers, Inc. (NASD), he is a registered principal with the NASD and has served and continues to serve on various corporate and civic boards.

Captain Bill Boone became a director of the Company in March 2004. He is currently a nautical consultant to the Company who advises and works with the Company in operations on the Pedro Bank, Jamaica and elsewhere,
principally on matters of marine vessel deployment. For the past 12 years, he has served as the Captain of the Highlander, the famed 151-foot motor yacht owned by Forbes Magazine. Bill has captained the Highlander in the waters off the East and West
coasts of the United States and the Great Lakes, and has taken her on voyages as far away as Russia. He is a North Carolina native and attended college at Elon College in Burlington, N.C. and at North Carolina State University in Raleigh,
N.C.

Marc Wallace, a director of the Company since March 2004, was President of Novations Strategic Alliances, which helps clients reduce enterprise-wide system costs and increase organizational training effectiveness through a
single project approach or more complex company-wide strategic initiatives, a position he had held since May, 1998 until his retirement in October, 2004. Prior to January 2003, the companys names was Provant, Inc and previously it was known as
J. Howard & Associates. Marc served as Group President of the Performance Solutions Group. Marc consults with corporate executives throughout the United States and Great Britain, making frequent presentations to Fortune 500 companies covering a
range of industries, including retail, health care, banking and finance, and telecommunications. He is also a certified motivation and performance trainer, and currently serves on several corporate and academic boards, including Belmont Hill School,
Northeastern University and the Berkley School of Music. Marc also sits on the Board of Advisors for the National Black MBA Association and the Board of Advisors for First Community Bank in Boston. He earned his M.B.A. with a concentration in
Finance at Central Michigan University, and his B.A. in Mathematics at Adams State College.

26

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Marc Geriene became a director of the Company in March 2004. He is co-inventor of the Nova Ray® remotely operated vehicle (ROV), and President of Nova Ray®, Inc. Since the founding of Nova Marine Exploration, Inc.
(Nova Marine) in January of 1992, Marc has served as Chairman and Director of Nova Marine, and as a Director and President of Nova Ray, Inc., which was founded in January 2003. Marc attended Morris County College in Morris County, New
Jersey, graduating with an AA degree in Social Studies. He next attended Seton Hall University in South Orange, New Jersey with a study concentration in Chinese Culture and Language. He continued his studies of Chinese Culture and Language at the
University of Washington. In 1978, Marc became a commercial diver with a company under the direction of John Doering, one of the original partners of the USS Central America group that eventually recovered the gold on the USS Central America. As
President of Nova Ray, Inc., his duties have included pursuing acquisition of a significant portion of the existing ROV market while working to make the Nova Ray® the ROV of choice in the lucrative emerging markets. Through Marcs guidance
Nova Ray® has been granted 7 patents and 1 trademark registration, and 4 additional patent applications are pending.

COMMITTEES OF THE BOARD OF DIRECTORS

There are three committees of the Board of Directors, which meet periodically during the year: the Compensation Committee, the Audit Committee, and the Corporate Governance Committee.

The Compensation Committee is responsible for recommending to the Board of Directors for approval the annual compensation of each executive officer of the Company, developing policy in the areas of compensation and fringe
benefits, granting of options under the stock option plans, and creating other employee compensation plans. The Compensation Committee consists of Messrs. Boone, Geriene and Wallace, with Mr. Wallace being the Chairman of the Committee.

The Audit Committee directs the auditing activities of the Companys internal auditors and registered public independent accounting firm and reviews the services performed by the registered public independent
accounting firm and evaluates the Companys accounting practices and procedures and its system of internal accounting controls. The Audit Committee consists of Messrs. Boone, Geriene and Wallace, with Mr. Wallace serving as Chairman of the
Committee. The Companys Board of Directors has determined that Marc Wallace, who currently serves as director of the Company as well as a member of the Companys audit committee, is an independent audit committee financial
expert.

The Corporate Governance Committee was formed last year. It has developed and recommended to the Board of Directors a set of corporate governance principles. The Corporate Governance Committee consists of Messrs. Boone,
Geriene, and Wallace, with Bill Boone serving as Chairman of the Committee.



|CODE OF BUSINESS CONDUCT
|------------------------

All of the Companys officers, employees and directors are required to comply with the Companys Code of Business Conduct and Ethics to help insure that the Companys business is conducted in accordance with
appropriate standards of ethical behavior. The Companys Code of Business Conduct and Ethics covers all areas of professional conduct, including customer relationships, conflicts of interest, insider trading, financial disclosures, intellectual
property and confidential information, as well as requiring adherence to all laws and regulations applicable to the Companys business.

27

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COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT

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



|ITEM 10. EXECUTIVE COMPENSATION.
|--------------------------------

The following table sets for information regarding the executive compensation for the Company's CEO & President for the years ended December 31, 2005 and 2005, and for each other executive officer who had total annual
salary and bonus in excess of $100,000 during such years.

|SUMMARY COMPENSATION TABLE                             |  |                     |  |         
|------------------------------------------------------ |  | ------------------- |  | --------
|                                                      
|Name and Principal Position                            |  | Annual Compensation
|                                                       |  |                    
|                                                       |  | Year                |  | Salary  
|G. Howard Collingwood, Chairman and CEO*               |  | 2005                |  | $150,000
|                                                       |  | 2004                |  | $150,000
|Murray D. Bradley, JR., Dir., Sec./Treasurer and CFO** |  | 2005                |  | $138,000
|                                                       |  | 2004                |  | $138,000

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

**The CFO was due a total salary of in 2004 of $138,000 of which $29,800 of was deferred. In 2004, the Board also granted Mr. Bradley 1,050,000 restricted five year warrants,
exercisable after six months, for retention of his services.

28

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

The following table sets forth, as of March 1, 2006, 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.

|                                      |  | Ownership and Percent Ownership
|------------------------------------- |  | -------------------------------
|                                      |  |                                
|Name of Beneficial                    |  |                                
|Owner and Title                       |  | Shares                         
|                                     
|*G. Howard Collingwood , CEO (1)      |  | 5,431,916                      
|104 Rideoutte Pointe Road             |  |                                
|Irmo, SC 29063                        |  | 6,123,983                      
|                                     
|*Murray D. Bradley, Jr., CFO (2)      |  | 814,000                        
|4893 Falling Leaf Court               |  |                                
|Douglasville, GA 30135                |  | 2,078,074                      
|                                     
|*Bill Boone                           |  | 530,000                        
|60 Fifth Avenue                       |  |                                
|New York, NY 10011                    |  |                                
|                                     
|Walter Cytaki (3)                     |  | 7,867,043                      
|PO Box 18247                          |  |                                
|River Rouge, MI 48218                 |  |                                
|                                     
|*Marc Geriene(4)                      |  | 1,050,000                      
|13600 NE 126th Place, Suite B         |  |                                
|Kirkland, WA 98034-8720               |  |                                
|                                     
|James W. Larsen, Former CTO (5)       |  | 2,915,520                      
|475 Oakleaf Trail                     |  |                                
|Suwanee, GA 30174                     |  | 5,315,520                      
|                                     
|*Marc Wallace (6)                     |  | 215,000                        
|2135 18th Street                      |  |                                
|Denver, CO 80202                      |  | 365,000                        
|                                     
|All directors and officers as a group |  | 18,823,479                     
|(6 persons)                           |  |                                
|                                      |  | 13,517,577                     
|                                     
|*Directors                            |  |                                

29

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|(1) | Includes 1,444,100 shares in his IRA account, and 692,500 owned beneficially in HGC Global and 40,000 shares held by Collingwood Assets Management Trust for which Mr.                                                                                                                                                
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | Collingwood is beneficial owner. Does not include 100,000 options exercisable at $1.00, and, 100,000and 80,000 options exercisable at $1.00 beneficially owned by HGC Global and Collingwood Asset Management Trust,
respectively.                                                                                    
|   
|(2) | 208,000 are owned directly by Mr. Bradley and 606,000 are held by the Bradley-Johnson Family Fund, a partnership for which Mr. Bradley is Administrative Partner. Does not include 1,050,000 options exercisable into
restricted shares at $0.25 each and 200,000 options exercisable into restricted shares at $1.00.
|   
|(3) | Includes 7,488,043 shares in Walterwood, a partnership of which Mr. Cytaki is the owner, and 379,000 shares in a brokerage account.                                                                                                                                                                                   
|   
|(4) | Includes 1,050,000 shares owned by Nova Marine Exploration, Inc. of which Marc Geriene is an officer and director.                                                                                                                                                                                                    
|   
|(5) | James W. Larsen was granted 2,400,000 options exercisable after six months into restricted shares at $0.25. Mr. Larsen is formerly a Chief Technology Officer and Director.                                                                                                                                           
|   
|(6) | Does not includes 150,000 warrants exercisable into restricted shares at $0.35 each, purchased by Marc Wallace for $15,000.                                                                                                                                                                                           
|   

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

At December 31, 2005 and 2004 amounts payable by the Company to Larsen

Laboratories, a company owned entirely by James Larsen, a former executive officer (CTO) and director of the Company (and now a technology consultant to the Company), were $85,000 and $185,000, respectively. Payment
was begun in 2003 and continued in 2004 and 2005 were $42,188 representing a total to Larsen Laboratories of $442,188 for production of the ATLIS(TM) non-ferrous metal detection device to be used in the field. Additionally, a significant
increased cost for the production of the ATLIS(TM) field units was encountered beginning in 2004 and the company is attempting to complete the construction of the ATLIS(TM) field units during the second quarters of 2006 as funds are
available.

At times the Company may enter into transactions with related parties. During 2005, these transactions included the issuance of 1,052,451 three year warrants to employees and consultants, in
exchange for $102,745 in expenses and consulting fees payable, and are exercisable at prices between $035 to $0.36 a share. This includes the issuance of 226,310 three year warrants exercisable at $0.35 per share issued to Paul
Collingwood, our web site and iNformation technology consultant, who is the son G. Howard Colligwood, our CEO.

Subsequent to the end of 2005, the company settled a lawsuit against Herbert C. Leeming, former CEO and director of the Company. As a consequence, at December 31, 2005, the Company wrote off a
note receivable of approximately $73,000 from this executive officer of the Company. Also, the Company had an expense advance receivable of approximately $155,000 from the same former executive officer of the Company as well as salary
payable to him of $50,000 and miscellaneouscash advance amounts due the Company, all of which were written off in respect to the settlement of the lawsuit.

30

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At December 31, 2005, the Company expensed legal fees of $41,750 against a retainer recorded the previous year. For the year ended December 31, 2004 the Company issued 157,857 shares of
restricted unregistered common stock of the Company as retainer payment for future services to be provided for the Company, valued at approximately $110,500. Of these shares, 142,857 shares were issued to a related party for legal work, and
issuances were at $0.70 per share.

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

Paul Collingwood, the son of Howard Collingwood, the Company's CEO and Chairman, provides consulting services to the Company as the Company's internet web master and IT specialist. These
services are provided at a rate of $75.00 per hour worked, and he is directed by the Company's CEO on an as needed basis. In 2005 the Company paid $7,032 to Paul Collingwood for his web master and IT services.

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

31

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|ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K |  |                                                                     |  |                    
|----------------------------------------- |  | ------------------------------------------------------------------- |  | -------------------
|(a) Exhibits                              |  |                                                                     |  |                    
|Exhibit No.                               |  | Title ofExhibit                                                     |  | Sequential Page No.
|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                                       |  | First Amendment to Plan and Agreement of Share Exchange             |  | (1)                
|2.3                                       |  | Second Amendment to Plan and Agreement of Share Exchange            |  | (1)                
|2.4                                       |  | Third Amendment to Plan and Agreement of Share Exchange             |  | (1)                
|2.5                                       |  | Stock Purchase Agreement between Ruby Mining Company                |  |                    
|                                          |  | and Nova Marine Exploration, Inc.                                   |  |                    
|3.1                                       |  | Articles of Incorporation                                           |  |                    
|3.2                                       |  | Amendment to Articles of Incorporation                              |  |                    
|3.2(2)                                    |  | Amended Articles of Incorporation relating to corporate name change |  |                    
|                                          |  | and increased capitalization                                        |  |                    
|3.3                                       |  | Bylaws                                                              |  |                    
|4.1                                       |  | Specimen Common Stock Certificate                                   |  |                    
|10.1                                      |  | Securities Purchase Agreement between                               |  |                    
|                                          |  | Ruby Mining Company and AJW Partners, LLC,                          |  |                    
|                                          |  | AJW Offshore, Ltd., AJW Qualified Partners, LLC, and                |  |                    
|                                          |  | New Millennium Capital Partners, LLP (the Purchasers)             |  | (5)                
|10.2                                      |  | Secured Convertible Note with each of the Purchasers                |  |                    
|10.3                                      |  | Callable Stock Purchase Warrant with each of the Purchasers         |  | (5)                
|10.4                                      |  | Security Agreement with the Purchasers                              |  |                    
|10.5                                      |  | Intellectual Property Security Agreement with the Purchasers        |  | (5)                
|10.6                                      |  | Guaranty and Pledge Agreement with the Purchasers                   |  |                    
|10.7                                      |  | Registration Rights Agreement with the Purchasers                   |  |                    
|10.8                                      |  | 2002 Stock Option Plan                                              |  |                    
|10.9                                      |  | Financial Advisory Agreement between                                |  |                    
|                                          |  | Ruby Mining Company and Laidlaw & Company (UK) Ltd.                 |  | (7)                

32

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|10.10 |  | Joint Venture Agreement between Ruby Mining Company     |  |     
|----- |  | ------------------------------------------------------- |  | ----
|      |  | and Corazon & Corazon                                   |  | (8) 
|10.11 |  | Enterprise Venture Agreement among                      |  |     
|      |  | Ruby Mining Company, Nova Marine                        |  |     
|      |  | Explorations, Inc. and John Doering                     |  | (9) 
|10.12 |  | Consulting Agreement between Ruby Mining Company        |  |     
|      |  | and Diversified Financial Relations Consultants, LLC    |  | (10)
|14.1  |  | Code of Ethics                                          |  | *   
|21.1  |  | Subsidiaries of Registrant                              |  | (2) 
|23.1  |  | Consent of Cherry, Bekaert & Holland, L.L.P.            |  | *   
|31.1  |  | Certification of Chief Executive Officer Pursuant to    |  |     
|      |  | Section 302 of the Sarbanes-Oxley Act of 2002           |  | *   
|31.2  |  | Certification of Chief Financial Officer Pursuant to    |  |     
|      |  | Section 302 of the Sarbanes-Oxley Act of 2002           |  | *   
|32.1  |  | Certifications Pursuant to Section 906                  |  |     
|      |  | of the Sarbanes-Oxley act of 2002                       |  | *   
|99.16 |  | Report of Independent Registered Public Accounting Firm |  |     
|      |  | and Consolidated Financial Statements                   |  | *   

|* | Filed herewith.
|- | ---------------
| 
|  | (1)            
| 
|  | (2)            
| 
|  | (3)            
| 
|  | (4)            
| 
|  | (5)            
| 
|  | (6)            
| 

33

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|(7)  | Incorporated by reference from the Companys Current Report on From 8-K filed on June 30, 2005    
|---- | --------------------------------------------------------------------------------------------------
|    
|(8)  | Incorporated by reference from the Companys Current Report on Form 8-K filed on March 28, 2005   
|    
|(9)  | Incorporated by reference fro the Companys Current Report on Form 8-K filed on September 21, 2004
|    
|(10) | Incorporated by reference from the Companys Current Report on Form 8-K filed on September 7, 2004
|    
|     | (b) Reports on Form 8-K.                                                                          
|    

The Company filed 4 reports on Form 8-K during the quarter ended December 31, 2005. An 8-K filed on November 7. 2005 reported on the results of the Companys Annual Stockholders
Meeting held on October 31, 2005. An 8-K filed on November 18, 2005 reported a change of address of the Company and its operating subsidiary. An 8-K filed on December 12, 2005 reported on the Companys request for an extension of the license
from Jamaica to conduct shipwreck exploration activities on the Pedro Bank and the cessation of the Companys marine surveying and related work pending a decision on the request for license renewal. An 8-K filed on December 27, 2005 reported
closing the third and final tranche of the Companys $2.5 million callable secured convertible notes and warrants financing with the NIR Group.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

For the years ended December 31, 2005, the Company was billed the following fees by Cherry, Bekaert & Holland, L.L.P.:

|               |  |   |  | 2005   |  |         |  | 2004 
|-------------- |  | - |  | ------ |  | ------- |  | -----
|Audit fees (1) |  | $ |  | 36,918 |  | $29,598
|Tax fees (2)   |  | $ |  | 2,800  |  | $       |  | 2,956
|Other (3)      |  | $ |  | 5,591  |  | $       |  | 6,091

|(1) | Includes amounts invoiced and expected to be invoiced for the audit of the 2005 and 2004 consolidated financial statements, reviews of the 2005 and 2004 quarterly SEC filings on Form 10QSB, and review of the 2005 and 2004
annual Form 10-KSB plus amended Forms 10KSB in 2005.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | Amount invoiced for the preparation of the Company's 2005 and 2004 consolidated federal and state income tax returns.                                                                                                                                                             
|   
|(3) | Review of SB2 filed in 2005. Assistance with research on accounting matters, and review of evaluation done in 2004.                                                                                                                                                               
|   

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

34

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|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       
|------------------------------------------------------------------------------- |  | --------------------------
|                                                                               
|                                                                               
|April 11, 2006                                                                  |  | /s/ G. Howard Collingwood 
|                                                                                |  |                           
|                                                                                |  | G. Howard Collingwood,    
|                                                                                |  | Chairman and CEO          
|                                                                               
|                                                                               
|Pursuant to the requirements of the Securities Act of 1934, this Registration   |  |                           
|Statement has been signed by the following persons in the capacities and on the |  |                           
|date indicated.                                                                 |  |                           
|                                                                               
|NAME                                                                            |  | TITLE                     
|                                                                               
|/s/ G. Howard Collingwood                                                       |  |                           
|                                                                                |  |                           
|G. Howard Collingwood                                                           |  | Chairman, CEO and Director
|                                                                               
|                                                                               
|/s/ Murray D. Bradley, Jr.                                                      |  |                           
|                                                                                |  |                           
|Murray D. Bradley, Jr.                                                          |  | Senior Vice President,    
|                                                                                |  | Secretary and Treasurer   
|                                                                               
|/s/ William Boone                                                               |  |                           
|                                                                                |  |                           
|William Boone                                                                   |  | Director                  
|                                                                               
|                                                                               
|/s/ Marc Geriene                                                                |  |                           
|                                                                                |  |                           
|Marc Geriene                                                                    |  | Director                  
|                                                                               
|                                                                               
|/s/ Marc Wallace                                                                |  |                           
|                                                                                |  |                           
|Marc Wallace                                                                    |  | Director                  

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