- 3 -

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

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Ruby Creek Resources Inc.
(An Exploration Stage Company)
Statements of Operations
(Unaudited)

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

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Ruby Creek Resources Inc.
(An Exploration Stage Company)
Statements of Cash Flows
(Unaudited)

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

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Ruby Creek Resources Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
May 31, 2008

(Unaudited)

1.     Nature of Business

2.     Summary of Significant Accounting Policies

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Ruby Creek Resources Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
May 31, 2008
(Unaudited)

2.     Summary of Significant Accounting Policies (continued)

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Ruby Creek Resources Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
May 31, 2008
(Unaudited)

2.     Summary of Significant Accounting Policies (continued)

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Ruby Creek Resources Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
May 31, 2008
(Unaudited)

2.     Summary of Significant Accounting Policies (continued)

3.     Mineral Properties

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Ruby Creek Resources Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
May 31, 2008
(Unaudited)

4.     Related Party Transactions

5.     Common Stock

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The following discussion of our plan of operations, results of operations and financial condition as at and for the comparative three and nine month periods ended May 31, 2008 should be read in conjunction with our unaudited interim financial statements and related notes for the comparative three and nine month periods ended May 31, 2008 included in this quarterly report.

We are an exploration stage company engaged in the acquisition and exploration of mineral properties. We have entered into an option agreement to acquire a 100% interest in eight mineral claims (the "More Creek properties") located in the Iskut River region of northern British Columbia, Canada, covering an area of approximately 2,919 hectares that we believe are prospective for gold and copper mineral deposits. These optioned mineral claims do not contain any substantiated mineral deposits or reserves of minerals. Minimal exploration has been carried out on these claims. Accordingly, additional exploration of these optioned mineral claims is required before any determination as to whether any commercially viable mineral deposit may exist on our optioned mineral claims. Our plan of operations is to carry out preliminary exploration work on our optioned mineral claims in order to ascertain whether our optioned mineral claims warrant advanced exploration to determine whether they possess commercially exploitable deposits of gold, copper or other mineral deposits. We will not be able to determine whether or not our optioned mineral claims contain a commercially exploitable mineral deposit, or reserve, until appropriate exploratory work is done and an economic evaluation based on that work concludes economic viability.

We are considered an exploration or exploratory stage company as we are involved in the examination and investigation of land that we believe may contain valuable minerals, for the purpose of discovering the presence of ore, if any, and its extent. Since we are an exploration stage company, there is no assurance that a commercially viable mineral deposit exists on any of our optioned mineral claims, and a great deal of further exploration will be required before a final evaluation as to the economic and legal feasibility for our future exploration is determined. We have no known reserves of any type of mineral. To date, we have not discovered an economically viable mineral deposit on the property underlying the optioned mineral claims, and there is no assurance that we will discover one.

We have no revenues, have achieved losses since inception and rely upon the sale of our securities to fund our operations. Our auditors have expressed substantial doubt about our ability to continue as a going concern. We will not generate revenues even if our exploration program indicates that a mineral deposit may exist on our optioned mineral claims. Accordingly, we will be dependent on future additional financing in order to maintain our operations and continue our exploration activities.

We acquired the option to acquire the eight mineral claim property pursuant to an option agreement dated July 15, 2006, and amended on August 15, 2006. Pursuant to this option agreement, we have the exclusive option to earn a 100% interest in and to these eight mineral claims, subject to a 2% net smelter return royalty payable to the optionor, in exchange for making cash payments totalling CDN$100,000 (US$99,080 based on the exchange rate of CDN$1.00 : US$0.9908 on July 11, 2008) to the optionor over a four-year period as follows: CDN$2,500 on October 15, 2006; CDN$10,000 on July 15, 2007 (amended to CDN$2,000 payable on or before April 15, 2008 (paid) and CDN$8,000 on or before July 31, 2008); CDN$15,000 on July 15, 2008; CDN$20,000 on July 15, 2009; and a final payment of CDN$52,500 on July 15, 2010.

We obtained a geological report on our optioned mineral claims dated October 15, 2006 that recommended a phased exploration program. The first phase of this recommended exploration program was carried out during the summer of 2007 at a cost of CDN$17,000 (US$16,844 based on the exchange rate of CDN$1.00 : US$0.9908 on July 11, 2008).

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We received a report letter dated July 2, 2008 from Carl von Einsiedel, the Company's consulting geologist, with respect to this phase one work. The goal of the 2007 exploration program at the More Creek property was to determine if there was a large covered porphyry copper-gold system. As the topography is very steep on the eastern portion of the property and the exposure excellent, any porphyry would outcrop and hence have already been discovered. Therefore the original exploration program was designed to determine if the western portion of the property contained a porphyry system. As part of the 2007 exploration program, a line of soil samples were taken at a 100-meter spacing along an arcuate route through the centre of the western part of the property. A successful program that would show the need for a follow-up program would result in at least 5 consecutive anomalous samples with plus 1,000 ppb copper. Unfortunately, there were no significant anomalies identified (the maximum result was approximately 300 ppb Cu).

Subsequent to the Company's filing of an Assessment Report with the British Columbia government in early 2008, new historic data was found (by way of an additional literature search) that actually covered the More Creek property. This data was from a large survey performed in 1990. The reason that it had not been previously found was that the assessment report for this survey was plotted in MapBC, a long distance from the More Creek property. The program was extensive and was covered in two separate assessment reports. The work covered all drainages and included several transects throughout the property. Soil, silt and float samples were collected. This data showed only several weak widespread anomalies which did not indicate the presence of a significant porphyry body. Of note though is that this 1990 survey showed two float samples in the eastern drainage that graded 1900 and 530 ppb gold. These float samples were of quartz carbonate vein within grey sediments.

In his July 2, 2008 report, Mr. von Einsiedel indicated that the origin of the gold bearing float samples within the eastern portion of the property will be a key aspect of any future exploration program. While on the property, it is recommended that the source of the three main areas with gold, copper and/or arsenic anomalies that were identified within the western portion of the property be investigated. An advantage for the next program is that there is now road access to near the southern boundary of the property as the TeckCominco-Novagold road has been completed to within 1 kilometer of the property (therefore there will be no - or minimal - helicopter usage).

In the event that this phase two program is able to delineate a target area or areas that exhibit a co-incident geochemical and geophysical response, a next phase program consisting of detailed geochemical surveys and ground geophysical surveys would be warranted in a phase three program. The estimated cost of this program is CDN$115,000 (US$114,770 based on the exchange rate of CDN$1.00 : US$0.9908 on July 11, 2008).

Our plan of operations for the next twelve months is to complete the following objectives within the time periods specified, subject to our obtaining the funding necessary for the continued exploration of our optioned mineral claims:

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1. We intend to proceed with phase two of a recommended exploration program. At present we estimate that a phase two program would cost approximately CDN$100,000 (US$99,080 based on the exchange rate of CDN$1.00 : US$0.9908 on July 11, 2008). Upon completion of phase two, our Board of Directors will make a determination whether to proceed with the third phase of the recommended work program, which is currently estimated to cost approximately CDN$115,000 (US$114,770 based on the exchange rate of CDN$1.00 : US$0.9908 on July 11, 2008).
2. We anticipate spending approximately CDN$7,000 (US$6,936 based on the exchange rate of CDN$1.00 : US$0.9908 on July 11, 2008) in ongoing general and administrative expenses per month for the next twelve months, for a total anticipated expenditure of CDN$84,000 (US$83,227 based on the exchange rate of CDN$1.00 : US$0.9908 on July 11, 2008) the next twelve months. The general and administrative expenses for the year will consist primarily of professional fees for the audit and legal work relating to our regulatory filings throughout the year, as well as transfer agent fees, annual prospect lease fees, management fees and general office expenses.

As such, we estimate that our total expenditures over the next twelve months will be approximately $182,300. This estimate does not take into account estimated expenditures with respect to phase three of our exploration program, as this phase is contingent on the results of phase two and on our receipt of sufficient financing. If we were to complete phase two and three during the next twelve months, our total estimated expenditures for that period would be approximately $297,000.

Based on the nature of our business, we anticipate incurring operating losses in the foreseeable future. We base this expectation, in part, on the fact that very few mineral claims in the exploration stage ultimately develop into producing, profitable mines. Our future financial results are also uncertain due to a number of factors, some of which are outside our control. These factors include, but are not limited to:

• our ability to raise additional funding;
• the market price for copper and gold;
• the results of our proposed exploration programs on the mineral property; and
• our ability to find joint venture partners for the development of our property interests.

Due to our lack of operating history and present inability to generate revenues, our auditors have stated in their report for our most recent fiscal year end that there exists substantial doubt about our ability to continue as a going concern. Even if we complete our current exploration program and it is successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit or reserve.

At May 31, 2008, we had cash of $87,634 and working capital of $81,772. Accordingly, we have insufficient funds to enable us to complete the second phase of our exploration program (at an estimated cost of $99,080) and have insufficient funds to satisfy our on-going general and administrative expenses over the next twelve months (estimated at $83,227). During the twelve-month period following the date of this report, we anticipate that we will not generate any revenues. As such, we will be required to obtain additional financing in order to complete our planned operations over the next twelve months plus the costs of phase three of our exploration program (at an estimated cost of $114,770) and any additional exploration of our optioned mineral claims to determine whether any mineral deposit exists on these claims.

We believe that debt financing will not be an alternative for funding additional phases of exploration as we do not have tangible assets to secure any debt financing. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We are in the process of raising funds through a private placement offering of our shares of common stock. However, there can be no assurance that we will complete the private placement or that the funds raised will be sufficient for us to pay our expenses beyond the next twelve months. In the absence of such financing, we will not be able to continue exploration of any future mineral claims and our business plan will fail. Even if we are successful in obtaining equity financing to fund an exploration program, there is no assurance that we will obtain the funding necessary to pursue any advanced exploration of any mineral claims we may acquire. If we do not continue to obtain additional financing, we will be forced to abandon any future mineral claims that we may acquire and our plan of operations.

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We may consider entering into a joint venture partnership by linking with a major resource company to provide the required funding to complete further exploration programs. We have not undertaken any efforts to locate a joint venture partner; however, if we enter into a joint venture arrangement, we will assign a percentage of our interest in our mineral claims to the joint venture partner.

Other than minimal interest revenues earned from term deposits, we have had no operating revenues since our inception on May 3, 2006 to May 31, 2008. We anticipate that we will not generate any revenues for so long as we are an exploration stage company.

Our general and administrative expenses for the three and nine month periods ended May 31, 2008 and 2007, as well as the total of these expenses since our inception on May 3, 2006, are summarized below:

Expenses for the three month period ended May 31, 2008 totalled $22,990 and were primarily comprised of professional fees (audit and legal costs)which totalled $12,262. The expenses for professional fees for the comparable period in 2007 were $9,808. Management services costs were $4,665 in the current three month period and $10,557 in the 2007 comparable period. Office and general expenses (consisting primarily of office rent and telecommunication costs) were $3,335 during the current three month period as compared to $1,892 in the prior year period.

We had a net loss of $22,566 in the three months ended May 31, 2008 as compared to a net loss of $20,843 in the comparable 2007 three month period. Losses increased primarily as a result of an increase in professional fees between the two periods and a decrease in interest income between the two periods as a result of reduced cash invested in term deposits.

Expenses for the nine month period ended May 31, 2008 totalled $53,621 as compared to $92,094 in the comparable 2007 nine month period. This reduction in expenses was primarily as a result of an $18,257 reduction in management fees between these two periods, a $396 reduction in mineral property costs between these two periods, and a $22,622 reduction in professional fees between these two periods. Professional fees incurred during the current nine month period were for filing and regulatory compliance expenditures. Office and general expenses were primarily office rent and telecommunication costs and increased slightly from $6,627 incurred in the 2007 period to $6,707 incurred in the current 2008 period.

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We had a net loss of $53,621 in the nine month period ended May 31, 2008 as compared to a net loss of $92,094 during the comparable 2007 nine month period. As stated above in the expenses commentary, primary areas of reduction in expenses were in areas of professional fees, management costs and mineral property costs. We have incurred a net loss of $200,814 since our inception on May 3, 2006 through May 31, 2008.

We had cash of $87,634 and working capital of $81,772 at May 31, 2008.

We estimate that our total expenditures over the next twelve months will be approximately $182,300, as outlined above under the heading "Plan of Operations". This estimate does not take into account estimated expenditures with respect to phase three of our exploration program, as this phase is contingent on the results of phase two as well as our receipt of sufficient financing. If we were to complete phase three during the next twelve months, our total estimated expenditures for the next twelve months would be approximately $297,000.

At the present time, we have insufficient cash to proceed with phase two of our recommended work program, and we will be required to obtain additional financing to proceed with phase two and phase three of the recommended work program, as these expenditures will exceed our current cash reserves.

Cash used in operating activities was $53,654 during the nine month period ended May 31, 2008, as compared to $93,469 during the nine month period ended May 31, 2007. Cash used in operating activities from our inception on May 3, 2006 to May 31, 2008 was $191,634.

We have funded our business to date primarily from sales of our common stock. From our inception on May 3, 2006 to May 31, 2008, we raised a total of approximately $280,200 from private offerings of our securities. During the nine months ended May 31, 2008, no net cash was provided by financing activities from sale of our securities (as compared to $5,000 from the sale of securities during the nine months ended May 31, 2007).

There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our exploration of the prospect lease and our venture will fail.

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive exploration activities. For these reasons our auditors stated in their report on our audited financial statements for the year ended August 31, 2007 that they have substantial doubt we will be able to continue as a going concern.

We anticipate continuing to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned exploration activities.

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We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Our consolidated financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our consolidated financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

Pursuant to EITF 04-2, the Company classified its mineral rights as tangible assets and accordingly acquisition costs are capitalized as mineral property costs. Generally accepted accounting principles require that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In performing the review for recoverability, the Company is to estimate the future cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the undiscounted expected future cash flows is less than the carrying amount of the asset, an impairment loss is recognized. Mineral exploration costs are expensed as incurred until commercially mineable deposits are determined to exist within a particular property. Accordingly, the Company has expensed all mineral exploration costs.

To date the Company has not established any proven or probable reserves on its mineral properties.

The Company has adopted the provisions of SFAS No. 143 "Accounting for Asset Retirement Obligations" which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment, or other disposal of long-term tangible assets arising from the acquisition, construction or development and for normal operations of such assets. As of May 31, 2008, any potential costs related to the retirement of the Company's mineral property interests have not yet been determined.

The financial statements are presented in United States dollars. In accordance with Statement of Financial Accounting Standards ("SFAS") No. 52, "Foreign Currency Translation", foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non-monetary assets and liabilities are translated at the transaction date. Revenue and expenses are translated at average rates of exchange during the year. Related translation adjustments are reported as a separate component of stockholders' equity, whereas gains or losses resulting from foreign currency transactions are included in results of operations.

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In December 2007, the FASB issued SFAS No. 141 (Revised) "Business Combinations". SFAS 141 (Revised) establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non controlling interest in the acquiree. The statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The guidance will become effective for the fiscal year beginning after December 15, 2008. Management is in the process of evaluating the impact, if any, SFAS 141 (Revised) will have on the Company's financial statements upon adoption.

In December 2007, the FASB issued SFAS No. 160 "Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No. 51". SFAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. The guidance will become effective for the fiscal year beginning after December 15, 2008. Management is in the process of evaluating the impact, if any, SFAS 160 will have on the Company's financial statements upon adoption.

As required by Rule 13a-15 under the Exchange Act, we have carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report. This evaluation was carried out under the supervision and with the participation of our management, including our principal executive officer and principal financial officer. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective as at the end of the period covered by this quarterly report to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the SEC.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

There have been no changes in our internal controls over financial reporting that occurred during our most recent quarterly period that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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We currently are not a party to any material legal proceedings and, to our knowledge, no such proceedings are threatened or contemplated.

None.

None.

None.

None.

The following exhibits are filed with this Quarterly Report on Form 10-QSB:

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In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Per:       "Brian Roberts"

             Brian Roberts
             President, Chief Executive Officer, Principal Executive Officer and a director
             Date: July 14, 2008

__________