UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

(x)      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF
         1934 (FEE REQUIRED)
         For the fiscal year ended                  January 31, 2001
                                   ---------------------------------------------

( )      TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
         For the transaction period from                    to
                                         ------------------   ------------------

         Commission File number                      0-29429
                                ------------------------------------------------

                             RUBINCON VENTURES INC.
         --------------------------------------------------------------
                 (Exact name of Company as specified in charter)

                  Delaware                                  98-0200798
--------------------------------------------      ------------------------------
State or other jurisdiction of incorporation        (I.R.S. Employee I.D. No.)
or organization

415 - 10357 109th Street
Edmonton, Alberta, Canada                                T5J 1N3
----------------------------------------    ------------------------------------
(Address of principal executive offices)                (Zip Code)

Issuer's telephone number, including area code            1-780-420-1237
                                                 -------------------------------

Securities registered pursuant to section 12 (b) of the Act:

Title of each share                    Name of each exchange on which registered
        None                                             None
---------------------------            -----------------------------------------

Securities registered pursuant to Section 12 (g) of the Act:

         None
---------------------------
(Title of Class)

Check whether the Issuer (1) filed all reports required to be filed by section
13 or 15 (d) of the Exchange Act during the past 12 months (or for a shorter
period that the Company was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                  (1)   Yes [X]     No [ ]        (2)   Yes [X]    No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the Company'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. [ ]

State issuer's revenues for its most recent fiscal year:   $       -0-
                                                              ---------------

<PAGE>

State the aggregate market value of the voting stock held by nonaffiliates of
the Company. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specific date within the past 60 days.

As at January 31, 2001, the aggregate market value of the voting stock held by
nonaffiliates is undeterminable and is considered to be 0.


           (THE COMPANY INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
                                LAST FIVE YEARS)

                                 Not applicable

                     (APPLICABLE ONLY TO CORPORATE COMPANYS)

As of January 31, 2001, the Company has 2,400,820 shares of common stock issued
and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the part
of this Form 10-KSB (eg., Part I, Part II, etc.) into which the documents is
incorporated:

         (1)   Any annual report to security holders;

         (2)   Any proxy or other information statement;

         (3)   Any prospectus filed pursuant to Rule 424 (b) or (c) under the
               Securities act of 1933.

NONE




                                       2


<PAGE>


                                TABLE OF CONTENTS

================================================================================
<TABLE>

PART 1
------                                                                                                Page
                                                                                                      ----
<S>              <C>                                                                                   <C>

ITEM 1.          DESCRIPTION OF BUSINESS                                                               4

ITEM 2.          DESCRIPTION OF PROPERTY                                                               5

ITEM 3.          LEGAL PROCEEDINGS                                                                     5

ITEM 4.          SUBMISSION OF MATTERS TO VOTE OF SECURITIES HOLDERS                                   5

PART II
-------

ITEM 5.          MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
                 MATTERS
                                                                                                       6

ITEM 6.          MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
                 OPERATION
                                                                                                       6

ITEM 7.          FINANCIAL STATEMENTS                                                                  7

ITEM 8.          CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                 ACCOUNTING AND FINANCIAL DISCLOSURE                                                   7

PART III
--------

ITEM 9.          DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND
                 CONTROL PERSONS,  COMPLIANCE WITH SECTION 16 (a) OF THE
                 EXCHANGE ACT                                                                          7

ITEM 10.         EXECUTIVE COMPENSATION                                                                10

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

ITEM 12.         CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                        12

PART IV
-------

ITEM 13.         EXHIBITS                                                                              13

</TABLE>


                                       3

<PAGE>


                                     PART 1

================================================================================

                         ITEM 1. DESCRIPTION OF BUSINESS

================================================================================

HISTORICAL OVERVIEW OF THE COMPANY

         The Company was incorporated on February 2, 1999. The Company has no
subsidiaries and no affiliated companies. The executive offices of the Company
are located at 415 - 10357 109th Street, Edmonton, Alberta, Canada, T5J 1N3.
(Tel: 780-420-1237).

         The Company is engaged in the exploration of mineral properties. No ore
body has been discovered and no substantial exploration has been done on its
mineral claims. The Company is purely an exploration company. There is no
assurance that any ore body will ever be found and that the Company will have
sufficient funds to undertake the exploration work required to identify an ore
body.

         Management anticipates that the Company's shares will be qualified on
the system of the National Association of Securities Dealers, Inc. ("NASD")
known as the OTC Bulletin Board.

         One of the mineral claims owed by the Company is known as the `Rubicon'
Claim. The Company holds the rights to the minerals on the Rubicon property
until February 28, 2002. The land itself is owned by the Province of British
Columbia. If the Company does not undertake an exploration program ("assessment
work") on the mineral claim on or before February 28, 2002 in the amount of
$1,600 or pay a similar amount as cash-in-lieu to the Crown the rights to the
minerals will expire and the property can be `staked' by another party. If the
Company either does assessment work or pay cash-in-lieu the rights to the
minerals on the Rubicon claim will remain in good standing until February 28,
2003.

         On February 7, 2000 the Company acquired, by way of staking, another
mineral claim known as the "Bridge" mineral claim. The Bridge claim comprises 18
units and located in the Bralorne mining camp of British Columbia, Canada.

         The Company has no revenue to date from the exploration of its mineral
properties, and its ability to affect its plans for the future will depend on
the availability of financing. Such financing will be required to develop the
Company's mineral properties to a stage where a decision can be made by
management as to whether an ore body exists and can be successfully brought into
production. The Company anticipates obtaining such funds from its directors and
officers, financial institutions or by way of the sale of its capital stock in
the future, but there can be no assurance that the Company will be successful in
obtaining additional capital for exploration activities from the sale of its
capital stock or in otherwise raising substantial capital.

PLANNED BUSINESS

         In addition to exploring and developing, if warranted, its mineral
properties, the Company plans to seek out additional mineral properties either
by way of purchase, staking or joint venturing.

         All dollar amounts shown in this document are stated in US dollars
unless otherwise noted.


                                       4

<PAGE>

================================================================================

                        ITEM 2. DESCRIPTION OF PROPERTIES

================================================================================

EXPLORATION OF THE RUBICON CLAIM

         The Company retained Calvin Church, P. Geo. of Vancouver, British
Columbia, to summarize the geology and mineral potential on its mineral claim
near Zeballos, British Columbia. His report is dated July 15, 1999. The mineral
claim was staked on February 11, 1999 by Edward Skoda on behalf of the Company,
and named "Rubicon".

         The Claim covers 16 metric units (400ha) located within the Zeballos
Mining Camp near the town of Zebellos on the West Coast of Vancouver Island.
Gold bearing quartz veins in the Zeballos mining camp produced over 287,811
ounces of gold and 124,700 ounces of silver from ore averaging 0.44 ounces per
ton during the period of 1934 to 1948.

         Another claim, the Bridge Claim, was located and staked by Mr. Ed Skoda
on February 7, 2000. This claim comprises 18 units totaling 450 hectares. The
claim is located by travelling approximately 3 kilometers east of Gold Bridge,
B.C., Canada on the north shore of Carpenter Lake and approximately 5 kilometers
down the McDonald Creek trail to McDonald Lake.

         In December 2000, the Company undertook a small exploration program on
the Bridge claim. On the Bridge mineral claim north section, a general
topographical reconnaissance was carried out to determine the best grid layout
due to extreme topography. Baseline station 0 + 000 N is located 150 meters east
of the line corner post. The baseline was oriented at azimuth 360 degrees and
horizontally chained and flagged ever 10 meters. Grid station X-lines were
established every 30 meters from 0 + 000 N to 0 + 720 N totaling 720 meters of
baseline.

         On the west section of the Bridge claim, the baseline was located
approximately 750 meters up McDonald Creek from the road. The baseline was
oriented at azimuth 270 degrees and horizontally chained and flagged every 10
meters. Grid stataion X-lines were established every 30 meters from Station 0 +
0000 W to 0 + 0510 W; totaling 510 meters of baseline.

         A total budget of Cdn. $2,189 was expended on this exploration project.


================================================================================

                            ITEM 3. LEGAL PROCEEDINGS

================================================================================

There are no legal proceedings to which the Company is a party or to which its
property is subject, nor to the best of management's knowledge are any material
legal proceedings contemplated.

================================================================================

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

================================================================================


No matters were submitted to a vote of shareholders of the Company during the
fiscal year ended January 31, 2001.

                                       5

<PAGE>
                                     PART II

================================================================================

        ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

================================================================================

During the past year there has been no established trading market for the
Company's common stock. Since its inception, the Company has not paid any
dividends on its common stock, and the Company does not anticipate that it will
pay dividends in the foreseeable future. As at January 31, 2001 the Company had
32 shareholders; two of these shareholders are officers and directors of the
Company.

================================================================================

              ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
                                  OF OPERATION

================================================================================

OVERVIEW

The Company was incorporated on February 2, 1999 under the laws of the State of
Delaware. The Company's Articles of Incorporation currently provide that the
Company is authorized to issue 25,000,000 shares of common stock, par value
$0.001 per share. As at January 31, 2001 there were 2,400,820 shares
outstanding. The Company is engaged in the exploration stage. There is no
assurance that reserves exist in its mineral claims until further exploration
work has been done and economic evaluation based on such work concludes economic
feasibility.

The Company is in the exploration stage and is seeking a quotation on the OTC
Bulletin Board. The Company has no revenue to date from the exploration of the
Rubincon claim or the Bridge claim, and its ability to affect its plans for the
future will depend on the availability of financing. Such financing will be
required to develop the Company's mineral properties to a stage where a decision
can be made by management as to whether an ore body exists and can be
successfully brought into production. The Company anticipates obtaining such
funds from its directors and officers, financial institutions or by way of the
sale of its capital stock in the future, but there can be no assurance that the
Company will be successful in obtaining additional capital for exploration
activities from the sale of its capital stock or in otherwise raising
substantial capital.

Liquidity and Capital Resources
-------------------------------

As at January 31, 2001, the Company had $291 of assets, and $19,853 of
liabilities, including cash or cash equivalents amounting to $291. The
liabilities of $19,853 are amounts of $4,500 accrued for audit and accounting,
$1,372 for transfer agent fees, $318 for office expenses and $238 for filing
fees and the amount of $13,425 due to a director.

The Company has no contractual obligations for either lease premises, employment
agreements or work commitments on the Rubincon claim or Bridge claim and has
made no commitments to acquire any asset of any nature.


                                       6

<PAGE>


Results of Operations
---------------------

During the past year the Company has staked and acquired the Bridge claim and
performed a limited geological grid program on the mineral claim as more fully
described above.

================================================================================

                          ITEM 7. FINANCIAL STATEMENTS

================================================================================

The financial statements of the Company are included following the signature
page to this Form 10-KSB.

================================================================================

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

================================================================================

From inception to date, the Company's principal accountant is Andersen Andersen
& Strong, L.C. of Salt Lake City, Utah. The firm's report for the period from
inception to January 31, 2001 did not contain any adverse opinion or disclaimer,
nor were there any disagreements between management and the Company's
accountants.

                                    PART 111

================================================================================

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

================================================================================

The following table sets forth as of January 31, 2001, the name, age, and
position of each of the executive officers and directors and the term of office
of each director of the Company.

                                                                  Term as
                                                                  Director
            Name            Age           Position Held            Since
            ----            ---           -------------            -----

     Roman Kujath            58      President and Director         1999

     Irene Campany           60      Secretary-Treasurer and        2001
                                         Director

     Martine Rummelhoff      43      Director                       2001

Each director of the Company serves for a term of one year and until his
successor is elected at the Company's Annual Shareholders' Meeting and is
qualified, subject to removal by the Company's shareholders. Each officer
serves, at the pleasure of the Board of Directors, for a term of one year and
until his successor is elected at a Meeting of the Board of Directors and is
qualified.

                                       7

<PAGE>


Set forth below is certain biographical information regarding each of the
Company's executive officers and directors.

         ROMAN KUJATH has been president of Roman M. Kujath Architects Ltd.
since 1975. He has practiced in Canada and abroad as an Architect (Masters
degrees in both Architecture and Engineering). Mr. Kujath has been responsible
for over $1 billion dollars worth of construction, including the $100 million
Place de Ville in Ottawa, Canada for the Campeau Corporation. He also was a
developer for a number of turn-key housing projects in the southern United
States in the early 1970s. He is also a director of Peabodys Coffee Inc., a
company currently listed on the OTC Bulletin Board, which specializes in coffee
sold via a kiosk system. Peabodys Coffee Inc. is headquartered in Sacremento,
California. He is also director of Summit Care Corporation, an Alberta, Canada,
company established to develop and operate long term care facilities in Alberta.
Mr. Kujath is a member of the Royal Architectural Institute of Canada, a past
corporate member of the American Institute of Architects, a member of the
Architectural Institute of British Columbia and the Alberta Association of
Architects.

At 60 years of age, IRENE CAMPANY has had an extensive business career in the
medical field. She was the owner and President of a major Intermediate Care and
old age facility. She was also a Director of a paramedical company for eight
years then purchased a paramedical company in British Columbia, employing one
hundred and ten nurses, and two hundred doctors on a contractual basis, which
she has recently sold and joined the family security company.

MARTINE RUMELHOFF is 43 years old. She graduated from high school in Quebec
where she completed college and is bilingual in English and French. Trained in
restaurant management she became a chef and later managed several restaurants.
She became the manager of a major mechanical company who engaged in the
mechanical installation for large projects. Currently the owner of Norsemen
Plumbing, she has opened subsidiaries in Kitimat and San Francisco.

         None of the Directors or Executive Officers work full time for the
Company, but intend to devote such time as their responsibilities require. It is
estimated that monthly time attributed to the President of the Company will be
approximately 25 hours, comprising mainly administrative and planning duties,
whereas the Secretary Treasurer will devote 15 hours per month consisting mainly
of preparation of corporate documents. This time will increase when the Company
undertakes a work program on its property.

         There are no family relationships between the directors, executive
officers or with any person under consideration for nomination as a director or
appointment as an executive officer of the Company.

         To the knowledge of management, during the past five years, no present
or former director, executive officer or person nominated to become a director
or an executive officer of the Company:

(1)      filed a petition under the federal bankruptcy laws or any state
         insolvency law, nor had a receiver, fiscal agent or similar officer
         appointed by the court for the business or property of such person, or
         any partnership in which he was a general partner at or within two
         years before the time of such filings;

(2)      was convicted in a criminal proceeding or named subject of a pending
         criminal proceeding (excluding traffic violations and other minor
         offenses);

                                       8

<PAGE>

(3)      was the subject of any order, judgment or decree, not subsequently
         reversed, suspended or vacated, of any court of competent jurisdiction,
         permanently or temporarily enjoining him from or otherwise limiting,
         the following activities:

         (i)      acting as a futures commission merchant, introducing broker,
                  commodity trading advisor, commodity pool operator, floor
                  broker, leverage transaction merchant, associated person of
                  any of the foregoing, or as an investment advisor,
                  underwriter, broker or dealer in securities, or as an
                  affiliate person, director or employee of any investment
                  company, or engaging in or continuing any conduct or practice
                  in connection with such activity;

         (ii)     engaging in any type of business practice; or

         (iii)    engaging in any activities in connection with the purchase or
                  sale of any security or commodity or in connection with any
                  violation of federal or state securities laws or federal
                  commodities laws;

(4)      was the subject of any order, judgment, or decree, not subsequently
         reversed, suspended, or vacated, of any federal or state authority
         barring, suspending or otherwise limiting for more than 60 days the
         right of such person to engage in any activity described above under
         this Item, or to be associated with persons engaged in any such
         activities;

(5)      was found by a court of competent jurisdiction in a civil action or by
         the Securities and Exchange Commission to have violated any federal or
         state securities law, and the judgment in such civil action or finding
         by the Securities and Exchange Commission has not been subsequently
         reversed, suspended, or vacated.

(6)      was found by a court of competent jurisdiction in a civil action or by
         the Commodity Futures Trading Commission to have violated any federal
         commodities law, and the judgment in such civil action or finding by
         the Commodity Futures Trading Commission has not been subsequently
         reversed, suspended or vacated.

               COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT

The Company knows of no director, officer, beneficial owner of more than ten
percent of any class of equity securities of the Company registered pursuant to
Section 12 ("Reporting Person") that failed to file any reports required to be
furnished pursuant to Section 16(a). Other than those disclosed below, the
Company knows of no Reporting Person that failed to file the required reports
during the most recent fiscal year.

The following table sets forth as at January 31, 2001, the name and position of
each Reporting Person that failed to file on a timely basis any reports required
pursuant to Section 16 (a) during the most recent fiscal year.

Name                           Position                   Report to be Filed
----                           --------                   ------------------

Roman Kujath           President and Director                    Form 3

Irene Campany          Secretary-Treasurer/Director              Form 3

Martine Rummelhoff     Director                                  Form 3

Subsequent to the year-end, on March 12, 2001, the Company appointed new
officers and directors. The following table sets forth the name, age, position
and term of office of the directors as at March 12, 2001.

                                       9

<PAGE>


                                                          Term as Director
    Name              Age             Position Held            Since
    ----              ---             -------------            -----

Roman Kujath          58         President and Director        1999

Irene Campany         60         Secretary Treasurer           2001
                                    and Director

Martine Rummelhoff    43         Director                      2001


Albert Ezzy resigned as a director due to reaching the age of retirement and no
longer wishing to be involved in business interests.

Jack Cewe wished to devote more time to his businesses due to having had earlier
in 2001 heart problems which have now been resolved.

================================================================================

                         ITEM 10. EXECUTIVE COMPENSATION

================================================================================

CASH COMPENSATION

There was no cash compensation paid to any director or executive officer of the
Company during the fiscal year ended January 31, 2001.

BONUSES AND DEFERRED COMPENSATION

None

COMPENSATION PURSUANT TO PLANS

None

PENSION TABLE

None

OTHER COMPENSATION

None

COMPENSATION OF DIRECTORS

None



                                       10

<PAGE>

TERMINATION OF EMPLOYMENT

There are no compensatory plans or arrangements, including payments to be
received from the Company, with respect to any person named in Cash
Consideration set out above which would in any way result in payments to any
such person because of his resignation, retirement, or other termination of such
person's employment with the Company or its subsidiaries, or any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.

================================================================================

          ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                                   MANAGEMENT

================================================================================

The following table sets forth as at January 31, 2001, the name and address and
the number of shares of the Company's common stock, with a par value of $0.001
per share, held of record or beneficially by each person who held of record, or
was known by the Company to own beneficially, more than 5% of the issued and
outstanding shares of the Company's common stock, and the name and shareholdings
of each director and of all officers and directors as a group.

             Name and Address                            Amount
               of Beneficial         Nature of       of Beneficial      Percent
                  Owner            Ownership (1)       Ownership       of Class
                  ------           ----------          ----------      --------

       IRENE CAMPANY                  Direct             200,000          8.3 %
       907 Quadling Avenue            Indirect (2)        40,000          1.6 %
       Coquitlam, B.C.
       Canada, V3K 2A6

       ROMAN KUJATH                        -                   -          0.0 %
       415-10357 109TH Street
       Edmonton, Alberta
       Canada T5J 1N3

       MARTINE RUMMELHOFF             Direct              75,000          3.1 %
       325 Kings Road West
       North Vancovuer, B.C.
       Canada V7N 2M1

       Directors and officers                            315,000         13.0 %
           as a group

(1)      All shares owned directly are owned beneficially and of record, and
         such shareholder has sole voting, investment and dispositive power,
         unless otherwise noted.

(2)      Irene Campany's husband, Michael, owns 40,000 shares.


                                       11

<PAGE>

================================================================================

             ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

================================================================================

TRANSACTIONS WITH MANAGEMENT AND OTHERS

Except as indicated below, there were no material transactions, or series of
similar transactions, since inception of the Company and during its current
fiscal period, or any currently proposed transactions, or series of similar
transactions, to which the Company was or is to be a party, in which the amount
involved exceeds $60,000, and in which any director or executive officer, or any
security holder who is known by the Company to own of record or beneficially
more than 5% of any class of the Company's common stock, or any member of the
immediate family of any of the foregoing persons, has an interest.

INDEBTEDNESS OF MANAGEMENT

There were no material transactions, or series of similar transactions, since
the beginning of the Company's last fiscal year, or any currently proposed
transactions, or series of similar transactions, to which the Company was or is
to be a part, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than 5% of the common shares of
the Company's capital stock, or any member of the immediate family of any of the
foregoing persons, has an interest.

TRANSACTIONS WITH PROMOTERS

The Company does not have promoters and has no transactions with any promoters.







                                       12

<PAGE>


                                     PART IV

================================================================================

                          ITEM 13. EXHIBITS AND REPORTS

================================================================================

(a)  (1)    FINANCIAL STATEMENTS.

The following financial statements are included in this report:

<TABLE>

Title of Document                                                                   Page
-----------------                                                                   ----
<S>                                                                                  <C>

Report of Andersen, Andersen & Strong, Certified Public Accountants                  14

Balance Sheet as at January 31, 2001                                                 15

Statement of Operations for the Year Ended January 31, 2001 and the Period
February 2, 1999 to January 31, 2000 and the Period from February 2, 1999
(date of inception) to January 31, 2001                                              16

Statement in Changes in Stockholders' Equity for the Period from February 2,
             1999 (date of inception) to January 31, 2001                            17

Statement of Cash Flows for the Year Ended January 31, 2001 and the Period
February 2, 1999 to January 31, 2000 and the Period from February 2, 1999
(date of inception) to January 31, 2001                                              18

Notes to the Financial Statements                                                    19

</TABLE>

(a)  (2)   FINANCIAL STATEMENT SCHEDULES

The following financial statement schedules are included as part of this report:

None.


(a)  (3)   EXHIBITS

The following exhibits are included as part of this report by reference:

None.

                                       13

<PAGE>

<TABLE>

<S>                                                            <C>
ANDERSEN ANDERSEN & STRONG, L.C.                               941 East 3300 South, Suite 220
Certified Public Accountants and Business Consultants Board       Salt Lake City, Utah, 84106
Member SEC Practice Section of the AICPA                               Telephone 801-486-0096
                                                                             Fax 801-486-0098
</TABLE>


Board of Directors
Rubincon Ventures Inc.
Vancouver B. C. Canada

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have audited the accompanying balance sheet of Rubincon Ventures Inc.
(exploration stage company) at January 31, 2001, and the statement of
operations, stockholders' equity, and cash flows for the year ended January 31,
2001 and the period February 2, 1999 to January 31, 2000 and the period February
2, 1999 (date of inception) to January 31, 2001. 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.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the balance sheet is 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 balance sheet 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 Rubincon Ventures Inc. at
January 31, 2001, and the results of operations, and cash flows for the year
ended January 31, 2001 and the period February 2, 1999 to January 31, 2000 and
the period February 2, 1999 (date of inception) to January 31, 2001, in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company does not have the
necessary working capital to service its debt and its planned activity, which
raises substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are described in Note 5. These
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


Salt Lake City, Utah                          /s/  "Andersen Andersen & Strong"
June 20, 2001





                                       14


<PAGE>

                             RUBINCON VENTURES INC.
                           (Exploration Stage Company)

                                  BALANCE SHEET

                                January 31, 2001

================================================================================

   ASSETS

   CURRENT ASSETS

     Bank                                                              $    291
                                                                       --------

            Total Current Assets                                            291
                                                                       --------

OTHER ASSETS

      Mineral claims - Note 3
                                                                       --------

                                                                       $    291
                                                                       ========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

      Accounts payable                                                 $  6,428
      Accounts payable - related parties                                 13,425
                                                                       --------

             Total Current Liabilities                                   19,853
                                                                       --------

STOCKHOLDERS' EQUITY

     Common stock
           25,000,000 shares authorized, at $0.001 par
           value, 2,400,820 shares issued and outstanding                 2,401

     Capital in excess of par value                                      20,400

     Deficit accumulated during the exploration stage                   (42,363)
                                                                       --------

           Total Stockholders' Deficiency                               (19,562)
                                                                       --------

                                                                       $    291
                                                                       ========

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


                                       15

<PAGE>


                             RUBINCON VENTURES INC.
                           (Exploration Stage Company)

                             STATEMENT OF OPERATIONS

               For the Year ended January 31, 2001 and the Period
               February 2, 1999 to January 31, 2000 and the Period
            February 2, 1999 (date of inception) to January 31, 2001

================================================================================
<TABLE>


                                    JAN 31,        JAN 31,    FEB 2, 1999 TO
                                     2001           2000       JAN 31, 2001
                                     ----           ----      ------------

<S>                                <C>            <C>            <C>
REVENUES                           $     --       $     --       $     --

EXPENSES                             19,203         23,160         42,363
                                   --------       --------       --------


NET LOSS                           $(19,203)      $(23,160)      $(42,363)
                                   ========       ========       ========



NET LOSS PER COMMON SHARE

     Basic                         $  (0.01)      $  (0.01)
                                   ========       ========



AVERAGE OUTSTANDING SHARES

     Basic                         2,400,820      2,248,702
                                   =========      =========

</TABLE>




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

                                       16

<PAGE>


                             RUBINCON VENTURES INC.
                           (Exploration Stage Company)

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

               For the Period February 2, 1999 (Date of Inception)
                               to January 31, 2001


================================================================================

<TABLE>

                                                                                                      CAPITAL IN
                                                                           COMMON         STOCK        EXCESS OF        ACCUMULATED
                                                                           SHARES         AMOUNT       PAR VALUE          DEFICIT
                                                                           ------         ------       ---------          -------
<S>                                                                        <C>          <C>              <C>              <C>

BALANCE FEBRUARY 2, 1999 (DATE OF INCEPTION)                                  --        $      --        $      --        $      --


Issuance of common shares for cash at
     $0.001 - February 25, 1999                                        2,400,820            2,401               --               --

Contributions to capital by related parties -
   expenses - 1999-2000                                                       --               --           10,200


Net operating loss for the period
   February 2, 1999 to January 31, 2000                                       --               --               --          (23,160)


Contributions to capital by related parties -
   expenses - 2000 - 2001                                                     --               --           10,200               --


Net operating loss for the year ended
    January 31, 2001                                                          --               --               --          (19,203)

BALANCE JANUARY 31, 2001                                               2,400,820        $   2,401        $  20,400        $ (42,363)
                                                                       =========        =========        =========        =========


</TABLE>


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

                                       17


<PAGE>


                             RUBINCON VENTURES INC.
                           (Exploration Stage Company)

                             STATEMENT OF CASH FLOWS

               For the Year Ended January 31, 2001 and the Period
               February 2, 1999 to January 31, 2000 and the Period
            February 2, 1999 (date of inception) to January 31, 2001

================================================================================

<TABLE>


                                                                              JAN 31,         JAN 31,     FEB 2, 1999 TO
                                                                               2001           2000         JAN 31, 2001
                                                                               ----           ----          ------------

<S>                                                                          <C>             <C>             <C>
CASH FLOWS FROM
     OPERATING ACTIVITIES:

     Net loss                                                                $(19,203)       $(23,160)       $(42,363)

     Adjustments to reconcile net loss to net cash
          provided by operating activities:

          Changes in accounts payable                                           7,866          11,987          19,853
          Contributions to capital - expenses                                  10,200          10,200          20,400
                                                                             --------        --------        --------

               Net Cash Flows used in Operations                               (1,137)           (973)         (2,110)
                                                                             --------        --------        --------

CASH FLOWS FROM INVESTING
    ACTIVITIES                                                                     --              --              --
                                                                             --------        --------        --------


CASH FLOWS FROM FINANCING
     ACTIVITIES:

          Proceeds from issuance of common stock                                   --           2,401           2,401
                                                                             --------        --------        --------


     Net Change in Cash                                                        (1,137)          1,428             291

     Cash at Beginning of Period                                                1,428              --              --
                                                                             --------        --------        --------

     CASH AT END OF PERIOD                                                   $    291        $  1,428        $    291
                                                                             ========        ========        ========


SCHEDULE OF NONCASH OPERATING ACTIVITIES

Contributions to capital by related parties - expenses
         1999 - 2001                                                         $ 10,200        $ 10,200        $ 20,400
                                                                             ========        ========        ========


</TABLE>


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


                                       18

<PAGE>

                             RUBINCON VENTURES INC.
                           (Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

================================================================================

1.       ORGANIZATION

         The Company was incorporated under the laws of the State of Delaware on
         February 2, 1999 with the authorized common shares of 25,000,000 shares
         at $0.001 par value.

         The Company was organized for the purpose of acquiring and developing
         mineral properties. At the report date mineral claims, with unknown
         reserves, had been acquired. The Company has not established the
         existence of a commercially minable ore deposit and therefore has not
         reached the development stage and is considered to be in the
         exploration stage (see note 3).

         Since its inception the Company has completed Regulation D offerings of
         2,400,820 shares of its common capital stock for cash.


2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Accounting Methods
         ------------------

         The Company recognizes income and expenses based on the accrual method
         of accounting.

         Dividend Policy
         ---------------

         The Company has not yet adopted a policy regarding payment of
         dividends.

         Income Taxes
         ------------

         On January 31, 2001, the Company had a net operating loss carry forward
         of $42,363. The tax benefit of 12,709 from the loss carry forward has
         been fully offset by a valuation reserve because the use of the future
         tax benefit is doubtful since the Company has no operations.

         The loss carry forward will expire in the year 2022.

         Basic and Diluted Net Income (loss) Per Share
         ---------------------------------------------

         Basic net income (loss) per share amounts are computed based the
         weighted average number of shares actually outstanding. Diluted net
         income (loss) per share amounts are computed using the weighted average
         number of common and common equivalent shares outstanding as if shares
         had been issued on the exercise of the preferred share rights unless
         the exercise becomes antidilutive and then only the basic per share
         amounts are shown in the report.

                                       19

<PAGE>


                             RUBINCON VENTURES INC.
                           (Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
================================================================================


2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

         Environmental Requirements
         --------------------------

         At the report date environmental requirements related to the mineral
         claims acquired (Note 3) are unknown and therefore any estimate of any
         future cost cannot be made.

         Capitalization of Mining Claim Costs
         ------------------------------------

         Cost of acquisition, exploration, carrying and retaining unproven
         properties are expensed as incurred. Costs incurred in proving and
         developing a property ready for production are capitalized and
         amortized over the life of the mineral deposit or over a shorter period
         if the property is shown to have an impairment in value. Expenditures
         for mining equipment are capitalized and depreciated over their useful
         life.

         Financial Instruments
         ---------------------

         The carrying amounts of financial instruments, including cash and
         accounts payable, are considered by management to be their estimated
         fair values.

         Estimates and Assumptions
         -------------------------

         Management uses estimates and assumptions in preparing financial
         statements in accordance with generally accepted accounting principles.
         Those estimates and assumptions affect the reported amounts of the
         assets and liabilities, the disclosure of contingent assets and
         liabilities, and the reported revenues and expenses. Actual results
         could vary from the estimates that were assumed in preparing these
         financial statements.

         Comprehensive Income
         --------------------

         The Company  adopted  Statement of Financial  Accounting  Standards No.
         130.  The  adoption  of  this  standard  had no  impact  on  the  total
         stockholder's equity.

         Recent Accounting Pronouncements
         --------------------------------

         The Company does not expect that the adoption of other recent
         accounting pronouncements will have a material impact on its financial
         statements.


                                       20
<PAGE>



                             RUBINCON VENTURES INC.
                           (Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
================================================================================

3.       MINERAL CLAIMS

         The Company acquired a 16 unit metric mineral claim known as the
         Rubincon claim located within the Zeballos mining camp 300 kilometres
         northwest of Victoria, British Columbia. The claims have not been
         proven to have a commercially minable ore reserve and therefore all
         costs for exploration and retaining the properties have been expensed.

         The claims may be retained by the Company by the completion of yearly
         assessment work or a payment of $1,600 Cn. The next assessment work is
         due in February 2002.

         During 2000 the Company staked an additional property located in Gold
         Bridge, B.C. in the Bralorne Gold Camp area of British Columbia. The
         claims may be retained by completion of yearly assessment work or a
         payment of $1,600 Cn. The next assessment work is due in February 2002.


4.       RELATED PARTY TRANSACTIONS

         Related parties acquired 17% of the common shares.

         Related parties have made advances to the Company of $13,425.


5.       GOING CONCERN

         The Company will need additional working capital to service its debt
         and for its planned activity and continuation of the Company as a going
         concern and is dependent upon obtaining additional working capital and
         the management of the Company has developed a strategy, which it
         believes will accomplish this objective through additional equity
         funding, and long term financing, which will enable the Company to
         operate in the coming year.



                                       21
<PAGE>







================================================================================

                                   SIGNATURES

================================================================================

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been signed below by the following persons on behalf of the
Company and in its capacities and on the date indicated:


                                                  RUBINCON VENTURES INC.


Date:   June 25, 2001                       By:   //s// "Irene Campany"
                                            ------------------------------------
                                                   Irene Campany
                                                Secretary Treasurer and Director


                                       22