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

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

                           COMMISSION FILE NO. 0-7501

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

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

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

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


             3399 PEACHTREE RD. NE, SUITE 810, ATLANTA GEORGIA 30326
 -------------------------------------------------------------------------------
                          (REGISTRANT'S FORMER ADDRESS)

CHECK WHETHER THE ISSUER (1) FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION
13 OR 15(D) OF THE EXCHANGE ACT OR 1934 DURING THE PRECEDING 12 MONTHS (OR FOR
SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND
(2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.

                           [ X ]   YES       [   ]   NO

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

The registrant had no revenues for the most recent fiscal year.

As of April 21, 2004 the Registrant had 51,120,175 shares of Common Stock, $.001
par value, outstanding, and the aggregate market value of the shares held by
non-affiliates on that date was approximately $23,498,032.

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


<PAGE>




                                     PART I.

ITEM 1.  DESCRIPTION OF BUSINESS

BACKGROUND

     Pursuant to the closing on May 25, 2001 of a Plan and Agreement of Share
Exchange (the "Share Exchange Agreement"), the shareholders of Admiralty
Corporation, a Georgia corporation ("Admiralty"), became the principal
shareholders of the Registrant, Ruby Mining Company, a Colorado corporation (the
"Company"), and Admiralty became a wholly-owned subsidiary of the Company. The
Company now conducts its business through, and its business is now that of,
Admiralty. The Company was incorporated under the laws of the State of Colorado
in 1971. Admiralty was incorporated under the laws of the State of Georgia
in1988.

     Prior to the effectuation of the Share Exchange Agreement, the Company was
engaged in the general minerals business, including the acquisition, exploration
and development and/or sale or lease of mineral properties and the purchase and
lease of mineral exploration and mining equipment. The Company is now engaged in
the business of testing and deploying Admiralty's proprietary detection
technology to be used, in partnership with governments, marine archaeologists
and other nautical and maritime experts, to locate and recover valuable cargoes
from historic shipwrecks, primarily those from the 16th, 17th, and 18th
centuries. The Company is also studying the potential of utilizing its
technology to assist domestic governmental agencies to locate and retrieve for
disposal unexploded marine ordnance and weapons.

GENERAL DESCRIPTION

     Admiralty has focused its efforts to date in seven main areas:

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

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

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

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

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


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

                                       2

<PAGE>


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

SHIPWRECK SEARCH AND RECOVERY TECHNOLOGY

     Admiralty has designed and developed a proprietary detection technology,
which it calls ATLIS(TM), to locate, quantify and differentiate among precious
metals in a marine environment. To assist it in enhancing the functionality of
the ATLIS(TM) technology, Admiralty associated a university-affiliated
scientific expert in the field of remote-sensing. Admiralty has completed the
initial testing phase of its technology (in the laboratory and in the ocean) and
is now building the first ATLIS(TM) field units for use in shipwreck search and
recovery operations on the Pedro Bank in the territorial waters of Jamaica.
Admiralty has received a Notice of Allowance from the U.S. Patent Office for
certain aspects of its patent application for its ATLIS(TM) technology. Barring
unforeseen circumstances, a U.S. patent can be expected to issue in due course.
Admiralty also intends to file for international patent protection. During the
past decade, Admiralty contracted with NASA and Sandia National Laboratories,
the largest and most diverse of the United States Government Laboratories, to
advise it with respect to existing and prospective remote-sensing technologies.
Admiralty intends to maintain an active research and development program for the
design and development of additional proprietary marine detection technologies
and devices for use in historic shipwreck search and recovery operations.

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

SHIPWRECK SEARCH AND RECOVERY PERMITS

     Admiralty currently holds an exclusive permit from the Government of
Jamaica (the first such permit issued in more than 18 years) to conduct search
and recovery operations on the Pedro Bank, a 2000 square mile underwater
"plateau" in the Caribbean Sea, southwest of Kingston, Jamaica. This area is
believed to be one of the richest in the world for shipwrecks from the Spanish
flotillas carrying gold and silver bars and coins, gemstones and artifacts from
Latin America (then known as the "New World") to the Spanish Empire. Two of
Admiralty's marine science consultants have estimated that there are 300 or more
historic shipwrecks in the vicinity of the Pedro Bank.

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



                                       3
<PAGE>



     Admiralty expects that other countries will be similarly receptive to the
advantages and attributes of the ATLIS(TM) technology and therefore will
favorably entertain applications by Admiralty for shipwreck search and recovery
permits in their territorial waters. In this regard, Admiralty recently
negotiated the key terms and conditions of a preliminary marine exploration and
excavation permit from the Government of Mexico, which Admiralty believes will
be issued to it later this year. Admiralty has also engaged in preliminary
discussions regarding shipwreck search and recovery permits and licenses from
several other governments and plans to continue to aggressively pursue these
discussions during 2004.

SHIPWRECK RESEARCH

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

STRATEGIC ALLIANCES

     In addition to its past contractual relationships with governmental
agencies such as NASA and Sandia, Admiralty has also developed new strategic
contractual alliances with academic and other marine and maritime institutions,
including (i) the Center for Maritime & Underwater Resource Management
("CMURM"), a non-profit organization originally affiliated with Michigan State
University which assists and advises businesses, communities, and governments on
projects involving the management and development of maritime and underwater
resources, and (ii) Mount McGovern Co., Ltd. ("Mount McGovern"), a Canadian firm
with expertise in nautical and terrestrial archaeology and heritage resource
management. Areas of expertise of CMURM and Mount McGovern include historic
shipwrecks and other maritime heritage, marine parks and protected areas,
water-based recreation, coastal and heritage tourism, and scientific diving.
Under contract with the Company, CMURM and Mount McGovern, in collaboration with
representatives of the Government of Jamaica and the Jamaica Heritage Resource
Management, produced the written archaeological recovery plan for Jamaica which
has been accepted by Jamaica as the guide for the conduct of the Pedro Bank
operations. CMURM is also working with Admiralty in the preparation of a
preliminary study of shipwreck sites in the territorial waters of Mexico.

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

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



                                       4

<PAGE>



     The Company also initiated preliminary discussions with the U.S. Navy
regarding the possibility of engaging the Navy to build a special "fish"
(underwater towable device similar in shape to a torpedo) or submersible "sled"
to carry the second or third generation ATLIS(TM) units in marine search
operations..

SHIPWRECK SEARCH AND RECOVERY VESSELS

     The Company is currently completing its acquisition of the New World
Legacy, a 110-foot, 169-ton ship (the "Ship") built specifically for historic
shipwreck search and recovery operations in the Caribbean. The terms of the
acquisition include the issuance of 1,000,000 shares of the Company's common
stock to the corporation which owned the Ship and the assumption of certain
liens and obligations encumbering the Ship.

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

     The Company intends to utilize the Ship for its Pedro Bank operations. 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.

POTENTIAL REVENUE SOURCES

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

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

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

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

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

                                       5

<PAGE>


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

     There is an enormous amount of unexploded ordnance in the territorial
waters of the United States and a number of lost weapons, including hydrogen
bombs. This problem poses a major hazard to the safety and well-being of many
thousands of our citizens. Current marine technology has proven incapable of
determining the precise location of much of this dangerous material. Our
government spends many millions of dollars each year in location and remediation
activities for this material. Admiralty believes it can successfully negotiate
search contracts with the United States Government which management believes
could produce a significant source of future revenue.

MISSION AND IMMEDIATE GOAL

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

COMPETITION

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

GOVERNMENTAL REGULATION

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

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




                                       6

<PAGE>



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

     Management does not believe that the Convention will be widely adopted as
presented. Indeed, the Convention has not even entered into force on its own
terms. The United States, Great Britain, and several other critical nations have
voiced their opposition to any Convention which would prevent legitimate private
sector access to shipwrecks. In addition, several organizations, including the
Maritime Law Association, Historic Shipwreck Salvors Professional Association
and the Professional Shipwreck Explorers Association are actively engaged in
promoting the role of legitimate commercial access to shipwrecks. Another
development which may also pose a risk to the Company's planned business
activities is the claim by certain maritime nations -- particularly the
Government of the Kingdom of Spain -- that they have not abandoned and therefore
still has possessory rights to their sovereign shipwrecks, including warships
and vessels carrying government cargoes. Certain other countries whose waters
contain Spanish shipwrecks have indicated they do not and will not accept such a
claim by the Spanish Government and will contest any such claim vigorously.
Insofar as the Company negotiates permits and agreements with host coastal
States for access to their underwater cultural heritage resources, the impact of
this development is lessened.

EMPLOYEES

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

RISK FACTORS

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

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

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



                                       7
<PAGE>


Development of Technology

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

Possible Technological Advances

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

Competition

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

Domestic, Foreign and Other Title Claims and Marine Recovery Rights

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

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

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

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




                                       8
<PAGE>



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

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

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

Possible Equipment Failure

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

Market Uncertainty for Recovered Cargo

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


                                       9
<PAGE>


Environmental and Archaeological Risks

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

Protection of Salvage Sites

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

Insurance Risks

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

Government Regulation

     The Company will be subject to a wide range of governmental regulations
promulgated by various local, state, federal and foreign government agencies
with respect to the Company's proposed business, including regulations which
govern the search for and ownership of abandoned shipwrecks, as well as
environmental and ecological regulations. The regulations controlling the
Company's activities will depend upon the location of any particular search and
recovery venture in which it may engage. Accordingly, the Company may be
prevented from operating in a particular area in which it seeks to conduct
activities because of its inability to comply with the applicable regulations
imposed by the governing body of such area. Additionally, 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.




                                       10
<PAGE>



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

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

Intellectual Property Rights

     The Company does not presently have a patent covering the ATLIS(TM)
technology; however, it has received a Notice of Allowance from the U.S. Patent
Office stating that certain of its patent claims will be allowed. Nevertheless,
there is no assurance that the Company's applications will result in the
issuance of full patents granting the Company the desired protection. However,
the Company intends to preserve the secrecy of its technology by: (i) building
into ATLIS(TM) equipment tamper-proof elements, (ii) permitting the actual
operation of Admiralty's equipment units utilizing ATLIS(TM) technology only by
certain key employees of the Company, (iii) revealing the critical information
necessary to construct and operate ATLIS(TM) equipment only to a few key
employees of Admiralty, and (iv) engaging a seasoned security force to handle
all security matters. The Company can give no assurance that other companies
will not be successful in developing technology-using processes similar to those
developed by the Company.

Need for Additional Capital; Going Concern Qualification in Auditor's Report

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

Public Market for the Company's Common Stock

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

Difficulty in Trading "Penny Stocks".

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


                                       11
<PAGE>


Forward-Looking Statements and Associated Risk

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

ITEM 2.  DESCRIPTION OF PROPERTY.

     The Company maintains its offices at One Securities Centre, 3490 Piedmont
Road, N.E. Suite 304, Atlanta, Georgia 30305. The offices consist of
approximately 2,290 square feet of office space that the Company leases from a
non-affiliated entity. The lease commenced on June 1, 2002. The company modified
the lease on June 25, 2003 reducing the rentable square footage by 533 square
feet to 1757 square feet of rented area effective July 1, 2003 and expiring July
31, 2005. The approximate yearly rental is as follows: 2004--$42,351.04 and
2005--$25,221.75.

ITEM 3.  LEGAL PROCEEDINGS.

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

     A Complaint was filed in the State Court of Fulton County Georgia against
Admiralty by Kritzer & Levick, P.C. on October 2, 2002. The Complaint alleged
that Kritzer & Levick, P.C. was owed monies from Admiralty for legal services
rendered in the amount of $50,000, which has been accrued by the Company. In
January 2004, the Company settled this issue for $45,000.00 and the case was
dismissed by mutual agreement of the parties.

     The Company previously occupied office space pursuant to a Lease Agreement
upon which it defaulted. The landlord under that lease was granted a Consent
Judgment on March 1, 2002 for past due rent, expenses and interest in the
aggregate amount of approximately $108,000. Previously, approximately $14,000
had been applied to the judgment amount. In January, 2004, the Company entered
into a settlement agreement for which the company paid $40,000.00 as a final
settlement. All claims related to this matter were dismissed by mutual agreement
of the parties.

     The Company filed a Complaint against two individuals who had been engaged
by the Company to provide consulting services ("Consultants") on October 24,
2003 in the Superior Court of Fulton County, Georgia. The complaint alleges that
the Consultants breached their respective Consulting Agreements with the Company
and wrongfully converted the 2,350,000 shares of common stock (the "Consulting
Shares") and $20,000 of cash ("Consulting Cash") received by them from the
Company as consulting fees and fraudulently induced the Company to enter into
the Consulting Agreements. The Complaint seeks a judgment compelling the
Consultants to return the Consulting Shares or the cash equivalent thereof and
the Consulting Cash and for punitive damages, attorneys' fees and all costs of
court.

     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.




                                       12
<PAGE>



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

None.

                                     PART II

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

   (a)  PRINCIPAL MARKET OR MARKETS.

        The Company's Common Stock is traded on the OTC Bulletin Board under the
        symbol "RUBM.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 2002                 FISCAL 2003
                        -------------------         -------------------
        PERIOD           HIGH          LOW           HIGH         LOW
        ------           ----          ---           ----         ---

    1ST QUARTER         $0.09         $0.02         $0.10         $0.02
    2ND QUARTER         $0.26         $0.10         $0.12         $0.04
    3RD QUARTER         $0.17         $0.06         $0.39         $0.10
    4TH QUARTER         $0.09         $0.02         $0.61         $0.23


   (b)  APPROXIMATE NUMBER OF HOLDERS OF COMMON STOCK

        The number of record holders of the Company's Common Stock at March 9,
        2004 was approximately 2,598. This does not include shareholders that
        hold their stock in street name with broker-dealers.

   (c)  DIVIDENDS.

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

   (d)  RECENT SALES OF UNREGISTERED SECURITIES.

        Securities issued during the fiscal year ending on December 31, 2003,
        were 3,221,250 shares of common stock to 33 individuals and entities in
        two private placements for a total consideration of $495,700.00 at
        prices ranging form $0.08 to $0.25 per share. These two private
        placements were done in reliance upon Regulation D of the Securities Act
        of 1933, as amended. The second private placement continued into 2004
        for a total of $1,200,000.00 before offering costs. Additionally,
        12,924,725 shares were issued in consideration for $755,537.66 in note
        trade debts and restricted stock in 2003. The prices were at fair market
        value at the time of the transactions (ranging from $0.026 to $0.25 per
        share) and were recorded on the books on the date of issuance.



                                       13
<PAGE>



        A business partnership, of which one of the Company's directors was a
        partner (this same director disclaims any direct or indirect interest or
        ownership of the partnership's investment into Ruby Mining Company by
        action of the partnership's agreement and amendments), advanced $90,000
        in 2002 pursuant to an agreement to purchase 3,000,000 restricted shares
        of the Company's common stock. These shares were issued in 2003.
        Additionally, this same partnership invested $15,000.00 into restricted
        stock at $.04 per share, and, loaned the company $100,000.00 in two
        equal notes of $50,000.00 each (the notes ranged from six months with 8%
        to one month at 12%). These two notes were subsequently converted into
        3,913,043 shares at an average implied cost of $0.026 per share in
        December, 2003. This same partnership also invested $25,000.00 into the
        private placement in December, 2003 at the offering price of $0.25 per
        share.

        In a related party transaction, prior to becoming an officer of the
        Company, the Chairman of the Board and CEO of the Company, who is also a
        company Director, loaned the company $50,000 in June 2003. This loan was
        collateralized by 2,173,913 shares of company stock and was converted to
        the 2,173,913 shares to help the company's cash flow at the beginning of
        December, 2003. In a subsequent related party event, at the beginning of
        January 2004, this same individual invested $25,000 into the latest
        private placement at $0.25 as was called for in the subscription
        documents. In another related party transaction 600,000 shares at $0.25
        were sold in a private placement during mid January 2003 and placed into
        a trust for which the related party claims a beneficial interest.

        During 2003, a total of 16,145,975 shares were issued for either cash,
        or, as conversion of indebtness, and as specified collateral for
        indebtness mentioned above. These shares were issued in reliance on the
        transactional exemption from registration provided by Section 4(2) of
        the Securities Act of 1933, as amended.

        The Company paid commissions and/or finder's fees in a combination of
        stock and cash in connection with the offer and sale of the last private
        placement which continued into 2004, and one loan to the company of
        $50,000.00 (which loan was from an unrelated party) during the year
        2003.

        During April of 2004, and subsequent to the year ended December 31,
        2003, and as part of an ongoing effort to eliminate the majority of its
        trade debts, loans and accrued salaries, the Company plans to have the
        majority of the remaining debts converted by the holders of such debt
        into equity of the Company (restricted shares of common stock at a debt
        exchange rate of $0.25 per share).


ITEM 6.  MANAGEMENT'S PLAN OF OPERATION.

        (a). CRITICAL ACCOUNTING POLICIES

     Due to the Company's limited operations, the Company has not identified any
accounting policies as Critical Accounting Policies.




                                       14
<PAGE>



        (b). DISCUSSION

     Ruby Mining Company (the "Company"), together with its wholly owned
subsidiary, Admiralty Corporation ("Admiralty"), is a development stage company
and has had only minimal revenues from operations. The consolidated Company
satisfied liquidity and capital requirements during the year ended December 31,
2003 through the issuance of common stock, warrants, loans, and short-term
interest bearing advances. In addition, the Company benefited from the fact that
a total of $663,625 of accrued salaries payable was forgiven by the company's
CEO, CFO and three other former employees of the company during 2003. This
reduces the debt carried on the company balance sheet as of December 31, 2003.
Also, several of these same individuals and other employees of the Company have
partially deferred payments of compensation to provide liquidity for the
company.

     Additionally, during the year ended December 31, 2002, the Company jointly
formed a limited liability company ("LLC"), to which the Company contributed, as
capital, the use of by the LLC for the period of the operating agreement of the
LLC, the Company's exclusive permit from the Government of Jamaica to conduct
search and recovery operations on the Pedro Banks of Jamaica, while the other
party to the LLC was to contribute a specified sum of cash. On November 10, 2003
the Company disclosed in an 8-K filing with the SEC that it---- "announced the
nullification, cancellation and discontinuation of International Recovery Group,
LLC ("IRG"). IRG was formed in early March of 2002 between Ruby Mining Company
and Argosy International, Ltd. ("Argosy"), an affiliate of Ocean Resources, Inc.
(OTC Bulletin Board: OCRI)." The Company received approximately $200,000 of the
required $1 million licensing fee during 2002. However, the Company does not
expect to receive the remainder of the funds from this agreement. The Company,
however, expects to continue to have discussions with interested parties in
seeking opportunities to establish strategic partnerships, alliances, or
investment opportunities.

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

     At the beginning of 2003, the Company initiated a confidential capital
funding plan that is expected to extend through 2004. This capital funding plan
calls for converting debt into equity and infusing capital through a series of
staged private placements, culminating with a $15 million registered,
underwritten public offering of common stock. The Company has already completed
$1,200,000 of this capital funding plan and is in the process of completing a
private placement of common stock and warrants to raise between $1,750,000 to
$10,750,000 if it is fully subscribed (and with all warrants exercised).

     (c). ANALYSIS

     The Company had no revenue from operations during the year ended December
31, 2003 as compared to $199,927 for the year ended December 31, 2002. The 2002
revenue was from the licensing agreement with the now defunct LLC. During the
quarter ended June 30, 2001, the Company completed a reorganization in which the
Company acquired all the outstanding shares of stock of Admiralty Corporation in
exchange for stock of the Company. The transaction is more fully explained in a
Form 8-K filed by the Company on June 11, 2001. The reorganization was accounted
for as a reverse-merger with Admiralty being the accounting acquirer. Admiralty
is now a wholly owned subsidiary of the Company. The primary business of
Admiralty, and now that of the Company, is the business of finding and
recovering historic shipwrecks, primarily those from the 1500s, 1600s, and
1700s.



                                       15

<PAGE>



     For the year ended December 31, 2003, the Company incurred a net loss of
$1,130,857, compared to a net loss of $1,868,697 for the year ended December 31,
2002. The Company's present activities consist of establishing and maintaining
financing and funding sources and opportunities, establishing and maintaining
relationships, and, organizing the marine, archeological and logistical human
and physical assets that will enhance the Company's ability to pursue the
cargoes of historic shipwrecks and survey the Pedro Bank off Jamaica.

     For the year ended December 31, 2003, compensation costs and depreciation
and amortization were comparable to the year ended December 31, 2002.
Professional fees were $276,287 for the year ended December 31, 2003, a decrease
of $424,109 from $700,396 for the year ended December 31, 2002. This decrease is
the result of the Company's reduction in the number of consultants utilized.
General and administrative costs for the year ended December 31, 2003 were
$400,830, an increase of $59,061 from the year ended December 31, 2002. This
increase was primarily the result of increased costs related to obtaining
financing and increased logistical operations costs. The Company had $150,000.00
research and development expenses in 2003, resulting from a payment to Larsen
Laboratories for the production of the ATLISTM field unit to be used on the
Pedro Bank project in Jamaica.

     (d). SIGNIFICANT AND SUBSEQUENT EVENTS

     At December 31, 2003, the Company settled its notes payable to US Energy
for $243,000 plus accrued interest resulting from the merger of Admiralty
Corporation into US Energy's subsidiary, Ruby Mining Company. The Company
settled this note for 500,000 shares of Ruby Mining Company stock it had
previously agreed would be cancelled when the note was paid. In addition, the
Company paid the remaining interest due on the note of $25,920. As such, all
amounts due to US Energy have now been satisfied. The original merger
transaction is more fully described in a Form 8-K filed with the Commission by
the Company on June 11, 2001.

     During the first quarter of 2004, and subsequent to the year ended December
31, 2003, and, as part of an ongoing effort to eliminate the majority of its
trade debts, loans and accrued salaries, the company benefitted from the
majority of the remaining debts converted by note holders into equity of the
company (stock at $0.25 per share). Additionally, The Board of Directors, in
April 2004, adopted several internal accounting polices (and will issue
procedural guidelines in the near future) designed to strengthen controls and
the accumulation and dissemination of corporate financial information needed to
effectively manage the company's business operations.




                                       16
<PAGE>



ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA








                         REPORT OF INDEPENDENT AUDITORS





Ruby Mining Company
Atlanta, Georgia

We have audited the accompanying consolidated balance sheets of Ruby Mining
Company and Subsidiary (A Development Stage Enterprise) as of December 31, 2003
and 2002, and the related consolidated statements of operations, changes in
stockholders' deficit and cash flows for the years then ended, and the inception
period from January 1, 1998 to December 31, 2003. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits. The period from
inception to December 31, 1997 was audited by other auditors who expressed an
unqualified opinion on that presentation period.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Ruby Mining Company and
Subsidiary as of December 31, 2003 and 2002, and the results of its operations
and its cash flows for the years ended December 31, 2003 and 2002, and for the
inception period from January 1, 1998 to December 31, 2003, in conformity with
accounting principles generally accepted in the United States of America.

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

                                       /s/ Cherry, Bekaert & Holland, L.L.P.
Atlanta, Georgia
March 25, 2004



                                      17
<PAGE>



                       RUBY MINING COMPANY AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)

                           CONSOLIDATED BALANCE SHEETS
                           December 31, 2003 and 2002

                                     Assets
<TABLE>
<CAPTION>
                                                                             2003                2002
                                                                        ---------------     --------------
<S>                                                                     <C>                 <C>
Current Assets
Cash in bank                                                            $       352,037     $        1,606
    Expense and employee receivables                                            173,976             98,091
    Other current assets                                                         11,368             10,368
                                                                        ----------------    ---------------

           TOTAL CURRENT ASSETS                                                537,381             110,065

Furniture, fixtures, computer equipment and leasehold
  improvements, less accumulated depreciation of $136,774
  and $137,215, respectively                                                       758              11,962
Other assets                                                                    47,714              40,579
                                                                        ----------------    ---------------

           TOTAL ASSETS                                                 $       585,853     $      162,606
                                                                        ================    ===============

                      Liabilities and Stockholders' Deficit
LIABILITIES
Current liabilities
    Accounts payable                                                    $       640,326     $      842,934
     Accrued compensation and consulting fees                                   202,000            698,124
     Shares to be issued for converted debt                                          -              20,000
    Short-term advances                                                         212,200            206,900
                                                                        ----------------    ---------------

           TOTAL CURRENT LIABILITIES                                          1,054,526          1,767,958

Nonconvertible debentures, net of unamortized discount of
  $1,442,807 and $1,766,835, respectively                                     3,557,193          3,233,165
Interest payable                                                              2,513,441          2,070,968
                                                                        ----------------    ---------------

           TOTAL LIABILITIES                                                  7,125,160          7,072,091
                                                                        ----------------    ---------------

Stockholders' Deficit
    Common stock; $.001 par value, 100,000,000 shares
       authorized; 45,966,144 and 29,820,169 shares issued
      and outstanding at December 31, 2003 and 2002,  respectively              45,966              29,820
    Additional paid-in capital                                                8,223,032          6,988,839
     Subscribed shares                                                          274,975             90,000
     Receivable for exercised options                                           (237,175)         (302,896)
    Development stage deficit                                              (14,846,105)        (13,715,248)
                                                                        ----------------    ---------------

         Total stockholders' deficit                                         (6,539,307)        (6,909,485)
                                                                        ----------------    ---------------

         Total liabilities and stockholders' deficit                    $       585,853     $      162,606
                                                                        ================    ===============
</TABLE>




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


                                       18
<PAGE>





                       RUBY MINING COMPANY AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)

                      CONSOLIDATED STATEMENTS OF OPERATIONS
       Since inception and for the years ended December 31, 2003, and 2002


<TABLE>
<CAPTION>
                                                  Inception to
                                                       2003           2003            2002
                                                  ------------    ------------    ------------

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

Operating expenses
    Compensation and employee benefits               3,021,850         205,969         204,074
    Forgiveness of salaries                           (663,625)       (663,625)           --
    Research and development                         1,590,423         150,000            --
    General and administrative                       3,653,094         400,830         341,769
    Depreciation and amortization                      149,637          11,204          13,944
    Professional fees                                3,389,180         276,287         700,396
                                                  ------------    ------------    ------------
Total expenses                                      11,140,559         380,665       1,260,183
                                                  ------------    ------------    ------------

         Operating loss                            (10,940,632)       (380,656)     (1,060,256)

    Other income (expenses)                            621,213         114,658          17,343
    Interest expense                                (4,526,677)       (864,850)       (825,784)
                                                  ------------    ------------    ------------

         Net (loss)                               $(14,846,096)   $ (1,130,857)   $ (1,868,697)
                                                  ============    ============    ============

         (Loss) per basic and diluted share                       $      (0.04)   $      (0.07)
                                                                  ============    ============
</TABLE>
























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



                                       19
<PAGE>





                       RUBY MINING COMPANY AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
       Since inception and for the years ended December 31, 2003 and 2002


<TABLE>
<CAPTION>
                                                      Inception to
                                                           2003            2003            2002
                                                      --------------   -------------   -------------
<S>                                                   <C>              <C>             <C>
Operating activities
    Net loss                                          $ (14,846,105)   $ (1,130,857)   $ (1,868,697)
    Adjustments to reconcile net loss
      to net cash used in operating
      activities:
        Depreciation and amortization                       148,419          11,204          13,944
        Discount Amortization                             1,653,051         324,028         324,841
             Stock issued for professional services         878,960            --           454,510
       Increase in accounts payable                       1,090,783         204,812         132,798
             Increase in interest payable                 2,515,659         444,691         423,424
             Increase in expense receivable                  63,107         (71,711)        134,818
          Other, net                                         42,372         438,538         144,300
                                                      -------------    ------------    ------------

           NET CASH USED IN OPERATING ACTIVITIES         (8,453,754)       (656,371)       (240,062)
                                                      -------------    ------------    ------------

Investing activities
    Advances under expense receivable                      (144,035)         (4,174)         (3,918)
    Purchases of furniture, fixtures and computer
        Equipment                                          (149,177)           --
                                                      -------------    ------------    ------------

           NET CASH USED IN INVESTING ACTIVITIES           (293,212)         (4,174)         (3,918)
                                                      -------------    ------------    ------------


Financing activities
    Issuance of common stock and warrants                 6,427,686         615,701          75,458
     Short-term advances                                    492,200         210,300          79,400
     Stock subscription                                     275,975         184,975          90,000
    Issuance of non-convertible debentures                1,904,142            --              --
                                                      -------------    ------------    ------------

          NET CASH PROVIDED BY FINANCING ACTIVITIES       9,099,003       1,010,976         244,858
                                                      -------------    ------------    ------------


NET INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS                                               352,037         350,431             878

CASH AND CASH EQUIVALENTS AT THE BEGINNING
  OF PERIOD                                                    --             1,606             728
                                                      -------------    ------------    ------------

CASH AND CASH EQUIVALENTS AT THE END OF PERIOD        $     352,037    $    352,037    $      1,606
                                                      =============    ============    ============
</TABLE>







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



                                       20
<PAGE>




                       RUBY MINING COMPANY AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)

               CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
   DEFICIT Since Inception and for the years ended December 31, 2003 and 2002


<TABLE>
<CAPTION>
                                                     Common Stock               Paid-in
                                                Shares          Amount          Capital
                                               -----------   ------------    ------------

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

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

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

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

Balance as of December 31, 2002                29,820,169          29,820       6,988,839

    Issuance of common stock                   16,145,975          16,146       1,234,193
    Subscribed stock                                 --              --              --
    Notes receivable for exercised options           --              --              --
    Net loss                                         --              --              --
                                               ----------    ------------    ------------

Balance as of December 31, 2003                45,966,144    $     45,966    $  8,223,032
                                               ==========    ============    ============
</TABLE>






                                       21a
<PAGE>



<TABLE>
<CAPTION>
                                                                             Development        Total
                                             Stock Option     Subscribed        Stage        Stockholders'
                                              Receivable        Stock          Deficit          Deficit
                                             ------------    ------------    ------------    -------------
<S>                                          <C>             <C>             <C>             <C>
Balance at April 15, 1988                    $       --      $       --      $       --      $       --

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

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

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

Balance as of December 31, 2002                  (302,896)         90,000     (13,715,248)     (6,909,485)

    Issuance of common stock                         --           (90,000)           --         1,160,339
    Subscribed stock                                 --           274,975            --           274,975
    Notes receivable for exercised options         65,721            --              --            65,721
    Net loss                                         --              --        (1,130,857)     (1,130,857)
                                             ------------    ------------    ------------    ------------

Balance as of December 31, 2003              $ ( 237,175)    $    274,975    $(14,846,105)   $ (6,539,307)
                                             ============    ============    ============    ============


<FN>
Schedule of Issuance-2003
               Date               # of Shares                         Consideration Received
      ----------------------    ----------------    --------------------------------------------------------------
              Various               1,400,000       Private placement, stock issued at $.25 per share
              Various                 504,708       Non-cash, conversion of debt, equivalent to $.05 per share
              Various                 558,592       Non-cash, conversion of debt, equivalent to $.25 per share
         February 26, 2003            600,000       Restricted stock issued at $.025 per share
          October 2, 2003           1,821,250       Private placement, stock issued at $.08 per share
         November 18, 2003          1,599,469       Non-cash, conversion of debt, equivalent to $.0325 per share
         November 20, 2003         3,000,000        Restricted stock issued at $.03 per share
         November 20, 2003           375,000        Restricted stock issued at $.04 per share
         November 21, 2003            200,000       Non-cash, conversion of debt, equivalent to $.123 per share
         December 2, 2003           2,173,913       Non-cash, conversion of debt, equivalent to $.023 per share
         December 2, 2003          3,913,043        Non-cash, conversion of debt, equivalent to $.025 per share
</FN>
</TABLE>




                                       21b
<PAGE>




                       RUBY MINING COMPANY AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)

                          Notes to Financial Statements
                           December 31, 2003 and 2002

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

         NATURE OF BUSINESS

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

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

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







                                       22
<PAGE>




                       RUBY MINING COMPANY AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)

                    Notes to Financial Statements - continued
                           December 31, 2003 and 2002

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

         NATURE OF BUSINESS -CONTINUED

         During 2002, the Company jointly formed a limited liability company
         ("the LLC") with another exploration company, in which the companies
         would jointly pursue certain identified exploration opportunities. As
         part of the operating agreement of the LLC, the Company would receive
         an initial license fee of $1.0 million for use of the ATLIS(TM)
         technology by the LLC. As of December 31, 2002, the Company has
         received approximately $200,000 of this license fee. Management of the
         Company determined in 2002 that due to the uncertainty surrounding the
         performance of the other company under the operating agreement, the
         remaining receivable for the license fee is not collectible and had
         reduced this receivable, and the related revenue deferral, to zero. On
         November 10, 2003, the Company announced a nullification, cancellation,
         and discontinuation of International Recovery Group, LLC (IRG) (the
         "LLC").

         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         METHOD OF ACCOUNTING

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

         USE OF ESTIMATES

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

         CASH IN BANK

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







                                       23
<PAGE>




                       RUBY MINING COMPANY AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)

                    Notes to Financial Statements - continued
                           December 31, 2003 and 2002

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

         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

         FURNITURE, FIXTURES AND COMPUTER EQUIPMENT

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

         INCOME TAXES

         The Company accounts for income taxes using the asset and liability
         approach in accordance with Statement of Financial Accounting Standard
         No. 109. Under the asset and liability approach deferred tax assets and
         liabilities are recognized for the future tax benefit and expense which
         is expected to arise from differences between asset and liability
         amounts reported for financial statement and tax purposes. Tax assets
         may also be recognized for net operating loss and tax credit
         carryforwards. Deferred tax assets are reduced by a valuation allowance
         when, in the opinion of management, it is more likely than not that
         some portion or all of the deferred tax assets will not be realized.

         RESEARCH AND DEVELOPMENT

         The Company's research and development expenses represent payments and
         amounts due to Larsen Laboratory for development of the ATLIS(TM)
         nonferrous metal detection device. Larsen Laboratory is solely owned by
         a stockholder and director of the Company. At December 31, 2003 and
         2002, amounts payable to Larsen Laboratory for these services were
         $185,000 and $85,000, respectively

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

         FINANCIAL INSTRUMENTS

         Financial instruments include cash in bank, accounts payable, accrued
         compensation and consulting fees, non-convertible debentures and
         interest payable. These amounts are recorded at historical cost basis,
         which approximates fair value. Cash balances in financial institutions
         periodically exceed insured amounts. These balances are held by
         national financial institutions and management believes risk of loss
         related to these amounts is remote.



                                       24
<PAGE>



                       RUBY MINING COMPANY AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)

                    Notes to Financial Statements - continued
                           December 31, 2003 and 2002

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

STOCK-BASED COMPENSATION

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

<TABLE>
<CAPTION>
                                                              2003                2002
                                                              ----                ----
<S>                                                    <C>                 <C>
Net Loss as reported                                   $    (1,130,857)    $    (1,868,697)
Basic and diluted loss per share
  as reported                                          $         (0.04)    $         (0.07)
Stock-based employee compensation
  cost included in net loss as reported                $        --         $        --
Stock based employee compensation
  cost based on fair-value method                      $        --         $        --
Proforma net loss including stock-based
  compensation cost based on fair-value
  method                                               $    (1,130,857)    $    (1,868,697)
Proforma basic and diluted loss per share
including stock-based compensation  cost based on
fair-value method                                      $         (0.04)    $         (0.07)
</TABLE>


NEW ACCOUNTING PRONOUNCEMENTS

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

In June 2001, the FASB issued SFAS No. 141, "Business Combinations", and SFAS
No. 142, "Goodwill and Other Intangible Assets". No, 141 address financial
reporting for business combinations by specifying that all combinations are to
be accounted for using the purchase method. No. 142 address reporting for
acquired goodwill and other intangible assets, but not those acquired in a
business combination. The Company adopted the provisions of SFAS No. 142
effective January 1, 2002 and determined that the provisions of No. 142 do not
have an impact on the financial position of the Company and results of
operations for the year ended 2003.





                                       25
<PAGE>




                       RUBY MINING COMPANY AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)

                    Notes to Financial Statements - continued

                           December 31, 2003 and 2002

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

NEW ACCOUNTING PRONOUNCEMENTS-CONTINUED

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

NOTE 2 - NONCONVERTIBLE DEBENTURES

In 1996, the Company issued a senior nonconvertible 6% debenture to an Austrian
bank in the amount of $2,000,000 and a substantially identical junior
nonconvertible 6% debenture in the amount of $500,000 to the financial
organization which identified the Austrian Bank as a potential investor in the
Company. In 1997, the Company issued identical senior and junior debentures.
Total net proceeds from the issuance of the debentures was $1,760,000. The
excess of the $5,000,000 aggregate value of the debentures over the $1,760,000
of proceeds represents a discount on the debenture and fees charged by the
parties for the investment. This discount and the related fees are being
amortized over the life of the debentures. At December 31, 2003 and 2002 the
unamortized discount and fees were $1,405,585 and $1,766,835. The approximate
effective interest rate of the debentures is 12%.

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












                                       26
<PAGE>




                       RUBY MINING COMPANY AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)

                    Notes to Financial Statements - continued
                           December 31, 2003 and 2002

NOTE 3 - SHORT-TERM ADVANCES AND NOTES PAYABLE

At December 31, 2003 and 2002, the Company had outstanding $212,200 and
$206,900, respectively, of short-term interest bearing advances, primarily from
related parties. Some of these advances have been issued with warrants to
purchase shares of the Company's common stock, as explained in Note 4. In
connection with the 2001 reorganization of the Company, the Company incurred a
note payable of $325,000. At December 31, 2002 the balance of the note, plus
accrued interest at 8.0%, was $247,860. The note was included in accounts
payable in the Company's balance sheet for the year ended December 31, 2002.
During the year ended December 31, 2003, the Company defaulted on the note, and
subsequently converted the note to 500,000 shares of stock.

NOTE 4 - STOCK OPTIONS AND WARRANTS

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

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














                                       27
<PAGE>




                       RUBY MINING COMPANY AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)

                    Notes to Financial Statements - continued
                           December 31, 2003 and 2002

NOTE 4 - STOCK OPTIONS AND WARRANTS-CONTINUED

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

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

<S>                                                   <C>             <C>
     Options outstanding at January 1, 2002           1,098,200       $      1.47
              Granted                                 4,500,000              0.12
              Exercised                               4,500,000              0.12
              Canceled or Expired                       330,000              1.56

     Options outstanding at December 31, 2002           768,200              1.46
              Granted                                         -                 -
              Exercised                                       -                 -
              Canceled or Expired                             -                 -

     Options outstanding at December 31, 2003            768,200             1.46

     Options exercisable at December 31, 2002            768,200             1.46

     Options exercisable at December 31, 2003            768,200             1.46
</TABLE>

For options outstanding and exercisable at December 31, 2003, the exercise price
ranges and average remaining lives were:

<TABLE>
<CAPTION>
      Options Outstanding                                       Options Exercisable
     ------------------------------------------------------    -----------------------

                                      Weighted-
                                      Average      Weighted                   Weighted
     Range of         Number          Remaining    -Average    Number         -Average
     Exercise         outstanding     Life in      Exercise    Exercisable    Exercise
     Prices           at 12/31/03     Years        Price       at 12/31/03    Price
<S>  <C>                <C>             <C>        <C>          <C>            <C>
     $1.00 to
     1.99               450,000         2.42       $  1.00      450,000        $  1.00

     $2.00 to
     3.00               318,200         1.02       $  2.12      318,200        $  2.12
                        -------                                 -------

                         768,200        2.56       $  1.46      768,200        $  1.46
                         =======                                =======
</TABLE>




                                       28
<PAGE>



                       RUBY MINING COMPANY AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)

                    Notes to Financial Statements - continued
                           December 31, 2003 and 2002

NOTE 4 - STOCK OPTIONS AND WARRANTS-CONTINUED

At December 31, 2003, the Company had 2,717,376 outstanding warrants to purchase
one share of common stock per warrant at prices ranging $.05 per share to $7.00
per share. The warrants were issued in connection with the Company obtaining
short-term notes payable, financing, and in connection with the 2001
reorganization of the Company.

NOTE 5 - LOSS PER SHARE

The computation of basic and diluted earnings (loss) per share is based on the
weighted average number of shares outstanding during the period presented, plus,
when their effect is dilutive, additional shares assuming the exercise of
certain vested stock options and warrants, in accordance with Statement of
Financial Accounting Standards No. 128, "Earnings Per Share." Diluted per share
amounts have not been presented in the accompanying statements of operations as
their effect is anti-dilutive. The Company's loss from operations as presented
on the Statement of Operations was used in the loss per share calculation. The
weighted average number of shares outstanding for 2003 was 29,864,442 and for
2002 was 26,776,608.

NOTE 6 - INCOME TAXES

The Company has available unused operating loss carryforwards of approximately
$14.8 million resulting in a deferred tax-asset of approximately $3 million
which may be applied against future taxable income and which expires in various
years from 2004 to 2018. The amount of and ultimate realization of the benefits
from the operating loss carryforwards for income tax purposes is dependent, in
part, upon the tax laws in effect, the future earnings of the Company, and other
future events, the effects of which cannot be determined. Because of the
uncertainty surrounding the realization of the loss carryforwards, the Company
has established a valuation allowance equal to the amount of the recognized
benefit for the loss carryforwards and, therefore, no deferred tax asset has
been recognized for the loss carryforwards.

NOTE 7 - RELATED PARTY TRANSACTIONS

At times the Company may enter into transactions with related parties. During
2002 these transactions included the issuance of 4,500,000 shares of common
stock in option exercise transactions in exchange for approximately $505,000 in
notes receivable from shareholders. As of December 31, 2003 and 2002, the
Company still held approximately $238,000 and $303,000, respectively, in note
receivable for shares purchased. The Company also has a note receivable of
approximately $64,000 from an executive officer of the Company. At December 31,
2002 the note had matured and was in default. In addition, the Company has an
expense advance receivable of approximately $71,000 from an executive officer of
the Company.






                                       29
<PAGE>



                       RUBY MINING COMPANY AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)

                    Notes to Financial Statements - continued
                           December 31, 2003 and 2002

NOTE 7 - RELATED PARTY TRANSACTIONS (CONTINUED)

During the year ended December 31, 2003 the Company satisfied approximately
$227,000 of notes payable owed by the Company through the issuance of 8,191,133
shares of restricted unregistered common stock of the Company. These issuances
were effected at stock prices ranging from $0.023 per share to $0.05 per share.
Of the 8,191,133 shares issued, 6,086,956 were issued to related parties at
share prices ranging from $0.023 per share to $0.026 per share.

NOTE 8- LEASES

In June 2002, the Company entered into an operating lease for its current office
facility through July 31, 2005. In July 2003, this lease was amended to reduce
the square footage rented by the Company. Future minimum lease payment
obligations as of December 31, 2003 are as follows:

                        2004                 42,351
                        2005                 25,222

NOTE 9- SUBSEQUENT EVENTS

In the first quarter of 2004, The Company converted several note payables and
trade payables in the amount of $76,045 to stock during the first quarter of
2004. The Company also received $800,000 of additional capital as part of the
$1.2 million private placement to raise additional capital to fund operations.

During the first quarter of 2004, the Company entered into an agreement for the
purchase of the New World Legacy. This ship will be utilized during its
operations in the Pedro Banks. The terms of the acquisition include the issuance
of 1,000,000 restricted shares of the Company's stock and the assumption of two
perfected liens encumbering the ship. The purchase of the New World Legacy will
enable the Company to use ATLIS(TM) technology to begin exploration in the
waters of Jamaica.




                                       30
<PAGE>



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

There has been no occurrence requiring a response to this item.

ITEM 8A.

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
2003, there were no changes on 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.





                                       31
<PAGE>



                                    PART III

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


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

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

G. Howard Collingwood      61     Chief Executive Officer and Chairman
                                  of the Board of Directors, President

James W. Larsen            52     Chief Technical Officer, Vice President of
                                  Research and Development and Director

Murray D. Bradley, Jr.     57     Chief Financial Officer, Vice President of
                                  Administration, Treasurer, Secretary and
                                  Director

Jay L. Swallen             78     Director and Chairman of Audit Committee

Herbert C, Leeming         56     Director and former Chief Executive Officer

Bill Boone                 52     Director (added March 2004)

Marc Wallace               57     Director (added March 2004)

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

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

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

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



                                       32
<PAGE>





     MURRAY D. BRADLEY, JR. has served as an officer and director of Admiralty
since its inception. He is an investment professional with a national
independent brokerage firm and executive and administrative partner of the
Bradley-Johnson Family Fund, a private investment company. He is a graduate of
Oxford College of Emory University and of Georgia State University where he
completed graduate courses in Accounting and Business Administration. For the
past 24 years Mr. Bradley has worked in the retail securities business as a
retail broker and in various executive positions, and prior to that was the
chief financial officer for a large health care organization. In addition to
being a registered representative, he is a registered principal with the
National Association of Securities Dealers, Inc. and has served and continues to
serve on various corporate and civic boards.

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

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

     CAPTAIN BILL BOONE is currently a nautical consultant to Ruby, who advises
and works with Admiralty in operations on the Pedro Bank and elsewhere,
principally on matters of fleet deployment. For the past 12 years, he has served
as the Captain of the Highlander, the famed 151-foor motor yacht owned by Forbes
Magazine. Captain Boone 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. Bill is a North Carolina native and attended
college at Elon College in Burlington, N.C. and at North Carolina State
University in Raleigh, N.C

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



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<PAGE>



COMMITTEES OF THE BOARD OF DIRECTORS

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

COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT

Based solely on a review of Forms 3 and 4 and amendments thereto furnished to
the Company during its most recent fiscal year, and Forms 5 and amendments
thereto furnished to the Company with respect to its most recent fiscal year and
certain representations, no persons who were either a director, officer, or
beneficial owner of more than 10% of the Company's common stock, failed to file
on a timely basis reports required by Section 16(a) of the Securities Exchange
Act during the most recent fiscal year, except that Howard Collingwood, the
Chief Executive Officer (the President), Chairman of the Board and a Director of
the Company, failed to file Form 4 for one transaction and a timely form 5
evidencing a change in ownership positions. Additionally, the company is unable
to verify that Mr. Collingwood filed a Form 4 or Form 5 reporting all
transactions and shares owned by himself and entities in which he may have
beneficial ownership in the company. Additional omissions will be reported in a
subsequent filing pending a completion of this review. Each of Herbert Leeming,
formerly Chief Executive Officer and Chairman of the Board, and James Larsen,
Chief Technical Officer and a Director, failed to timely file Form 4 for one
transaction each and timely Form 5's evidencing a change in ownership resulting
from sales of stock during the year.

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, 2003 and
2002, 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         Bonus
                                                ----        ------         -----

Herbert C. Leeming, Chairman and CEO*(1)        2003       $110,000         -0-

G. Howard Collingwood, President and COO**(1)   2003       $ 25,000         -0-

Herbert C. Leeming, Chairman and CEO*           2002       $102,000         -0-

     *The CEO's compensation for 2002 and 2003 was deferred.

     ** The President & COO began employment with the company on November 1,
     2003 for an annual salary of $150,000 and has agreed to defer payment of
     his salary until November, 2004.

     (1)  Subsequent Event - On April 20, 2004, G. Howard Collingwood became
     Chairman of the Board, CEO and President, replacing Herbert C. Leeming.

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

The following table sets forth, as of March 1, 2004, 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.



                                      34
<PAGE>




<TABLE>
<CAPTION>
                                          Ownership and Percent Ownership
Name of Beneficial                        -------------------------------
Owner and Title                               Shares             Percent          Class
---------------                               ------             -------          -----
<S>                                          <C>                 <C>             <C>
*Herbert C. Leeming, CEO (1)                 2,961,788            5.79%          Common
  2309 Chastain Drive
 Atlanta, GA 30342

*Murray D. Bradley, Jr., CFO (2)               814,000           1.59%          Common
 4893 Falling Leaf Court
 Douglasville, GA 30135

James W. Larsen, CTO                         2,951,788            5.77%          Common
 475 Oakleaf Trail
 Suwanee, GA 30174

*G. Howard Collingwood , President (3)       5,410,516           10.58%          Common
 P. O. Box 550466
 Atlanta, GA 3035

*Jay L. Swallen (4)                          1,012,500            1.98%          Common
 2349 Gulf  Shore Blvd. No.
 Naples, FL 34103

*Bill Boone                                    530,000            1.04%          Common
60 Fifth Avenue
New York, NY 10011

*Marc Wallace                                  200,000            0.39%          Common
611 Cliffgate Lane
Castle Rock, CA 80108

Walter Cytaki (5)                            7,867,043           15.39%          Common
PO Box 18247
River Rouge, MI 48218


All directors and officers as a group       13,880,592           27.15%          Common
(7 persons)
<FN>
*  Directors
(1)  All 2,961,788 are owned by the Herbert C. Leeming Trust, of which Mr.
     Leeming is the principal beneficiary.
(2)  208,000 are owned directly by Mr. Bradley and 606,000 are held by the
     Bradley-Johnson Family Fund, a partnership for which Mr. Bradley is
     Administrative Partner.
(3)  Includes 1,423,100 shares held in an IRA account and 692,500 shares held in
     H.C.G. Global, and 40,000 shares held in Collingwood Asset Trust of which
     G. Howard Collingwood is the beneficial owner for both of these entities.
(4)  1,250,000 shares in J. L. Swallen Flint Trust and 10,000 in IRA of Barbara
     Swallen (wife). (5) Includes 7,488,043 shares in Walterwood, a partnership
     of which Mr. Cytaki is the owner, and 379,000 shares in a brokerage
     account.
</FN>
</TABLE>



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<PAGE>



ITEM 12, CERTAIN REALTIONSHIPS AND REALTED TRANSACTIONS

     At December 31, 2003 and 2002 amounts payable by the Company to Larsen
Laboratories, a company owned entirely by James Larsen, an officer and director
of the Company, were$185,000 and $85,000, respectively. Payment was begun in
2003 and continued in early 2004 representing amounts due to Larsen Laboratories
for production of the ATLISTM non-ferrous metal detection device to be used in
the field.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

Exhibit No.   Title of Exhibit                               Sequential Page No.

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

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

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

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

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

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

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

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

     21.1     Subsidiaries of Registrant.................................   29

     31.1     Certification  of Chief Executive Officer Pursuant to
              Section 302 of the Sarbanes-Oxley Act of 2002..............   30

     31.2     Certification  of Chief Financial Officer Pursuant to
              Section 302 of the Sarbanes-Oxley Act of 2002..............   31

     32.1     Certifications Pursuant to Section 906
              of the Sarbanes-Oxley act of 2002..........................   32

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

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

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



                                       36
<PAGE>



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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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




                                       37
<PAGE>



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

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

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

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

     [13]     Incorporated by reference from exhibit 99.3 to the
              Registrant's registration statement on Form S-8 (SEC File No.
              333-81330), filed September 20, 2001.
     [14]     Incorporated by reference from exhibit 99.4 to the
              Registrant's registration statement on Form S-8 (SEC File No.
              333-81330), filed September 20, 2001.

     (b)      Reports on Form 8-K.

     The Company filed two reports on Form 8-K during the quarter ended December
31, 2003. A report filed on November 10, 2003 reported the nullification,
cancellation and discontinuation of International Recovery Group, LLC, and a
report filed December 2, 2003 announced the receipt of a Notice of Allowance
with regard to a patent application for an invention entitled "Systems and
Methods Useful for Detecting Presence and/or Location of Various Materials."


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

For the year ended December 31, 2003 the Company was billed the following fees
by Cherry, Bekaert & Holland, L.L.P.:

      Audit fees (1)         $28,757

      Tax fees (2)           $2,600

      Other (3)              $2,433

     (1)  Includes amounts invoiced and expected to be invoiced for the audit of
          the 2003 consolidated financial statements, reviews of quarterly SEC
          filings on Form 10QSB, and review of the 2003 annual Form 10-KSB.

     (2)  Amount expected to be invoiced for the preparation of the Company's
          2003 consolidated federal and state income tax returns.

     (3)  Assistance with research on accounting matters.



                                       38
<PAGE>





SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, hereunto duly authorized.

                                         RUBY MINING COMPANY


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


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

NAME                                        TITLE                  DATE


  /s/  G. Howard Collingwood     Chairman, CEO and Director      April 26, 2004
-----------------------------
G. Howard Collingwood


  /s/  Murray D. Bradley, Jr.       Senior Vice President,       April 26, 2004
-----------------------------      Secretary and Treasurer
Murray D. Bradley, Jr.


                                         Director                April 26, 2004
-----------------------------
Herbert C. Leeming


  /s/  Jay L. Swallen                    Director                April 26, 2004
-----------------------------
Jay L. Swallen


                                         Director                April 26, 2004
-----------------------------
James W. Larsen


 /s/  Marc Wallace                       Director                April 26, 2004
-----------------------------
Marc Wallace

  /s/  Willaim Boone                     Director                April 26, 2004
-----------------------------
William Boone



                                       39
<PAGE>





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

21.1             Subsidiaries of Registrant

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

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

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







































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<PAGE>