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


                                 FORM 10-KSB/A


(x)     ANNUAL  REPORT  UNDER  TO  SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF
        1934  (FEE  REQUIRED)
        For the fiscal year ended    January  31,  2003
                                     ------------------

(  )    TRANSACTION  REPORT  UNDER  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

4761  Cove  Cliff  Road
North  Vancouver,  B.C.,  Canada                             V7G  1H8
--------------------------------                             --------
(Address of principal executive offices)                    (Zip Code)

Issuer's telephone number, including area code            1-604-929-0637
                                                         ---------------

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


                                      -1-
<PAGE>



State  the  aggregate market value of the voting stock held by non-affiliates 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, 2003, the aggregate market value of the voting stock held by
non-affiliates  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 REGISTRANTS)

     As  of  January  31, 2003, the Company has 2,400,820 shares of common stock
issued  and  outstanding.


                       DOCUMENTS INCORPORATED BY REFERENCE

Exhibits incorporated by reference are referred under Part IV.







                                      -2-
<PAGE>





                                TABLE OF CONTENTS



PART  1
-------
                                                                    Page
                                                                    ----
<TABLE>
<CAPTION>




ITEM 1.    DESCRIPTION OF BUSINESS                                     4
<S>                                         <C>                      <C>
ITEM 2.. . DESCRIPTION OF PROPERTY                                    12

ITEM 3.. . LEGAL PROCEEDINGS                                          17

ITEM 4.    SUBMISSION OF MATTERS TO VOTE OF SECURITIES HOLDERS        17

PART II
-------

ITEM 5.    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS   19

ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS
 . . . . . . .  OR PLAN OF OPERATION                                  19

ITEM 7..   FINANCIAL STATEMENTS                                       21

ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                ON ACCOUNTING AND FINANCIAL DISCLOSURE                21

PART III
--------

ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,
                AND CONTROL PERSONS, COMPLIANCE WITH
                SECTION 16 (a) OF THE EXCHANGE ACT                    22

ITEM 10.   EXECUTIVE COMPENSATION                                     25

ITEM 11,   SECURITY OWNERSHIP OF CERTAIN BENEFICAL
                OWNERS AND MANAGEMENT                                 26

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS             28

PART IV
-------

ITEM 13. . EXHIBITS AND REPORTS                                       30


           SIGNATURES                                                 32

</TABLE>


                                      -3-
<PAGE>




                                     PART 1


                        ITEM 1.  DESCRIPTION OF BUSINESS


HISTORICAL  OVERVIEW  OF  THE  COMPANY

     The  Company  was  incorporated  on  February 2, 1999 under the laws of the
State of Delaware.  The Company has no subsidiaries and no affiliated companies.
The  Company  has  not  been  in bankruptcy, receivership or similar proceedings
since  its  inception.   It  has  not  been  involved  in  any  material
reclassification,  merger,  consolidation or purchase or sale of any significant
assets  not  in  the  ordinary course of business.  The executive offices of the
Company  are located at 4761 Cove Cliff Road, North Vancouver, British Columbia,
Canada,  V7G  1H8.  (Tel:  604-929-0637)  (Fax:  604-929-7231).

     For the past four years, the Company has been engaged in the exploration of
mineral  properties.  Originally  the  Company  acquired the mineral rights to a
claim,  called  "Rubincon",  located  in  the  Zeballos  mining  area of British
Columbia  but  due  to  the terrain of the claim management decided to allow the
claim  to  lapse  and  no  longer has any interest in the property.  The Company
obtained  the mineral rights to another claim named "Bridge" which is located in
the  Bralorne  mining  area  of  British  Columbia,  Canada.

     No  ore  body  has  been  discovered on the Bridge claim and no substantial
exploration  has  been done on it other than as noted under Item 2 - Description
of  Property.   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 (the "OTCBB") once the Company has cleared comments under
its Form SB-2 submitted to the Securities and Exchange Commission (the "SEC") on
January  16, 2003 and subsequently will make a formal application to the NASD to
be quoted on the OTCBB.  There is no assurance the Company's shares will ever be
quoted  on  the  OTCBB  or  any  other  stock  exchange.

     On  February  7, 2000 the Company acquired, by way of staking, the "Bridge"
mineral  claim.   The  Bridge  claim  comprises  18  units and is located in the
Bralorne  mining  area  of British Columbia, Canada. The land itself is owned by
the  Province  of British Columbia but the Company has the rights to the various
mineral  on  the  claim except for coal which has to be applied to under another
licensing  agreement.   The  Company  does  not  intend  to  apply  for any coal
reserves,  if  any,  on  the  Bridge  claim.

     As more fully described under Item 2 - Description of Property, the Company
undertook  an  exploration  program  commencing  January  25,  2003  in order to
maintain  the  claim  in  good  standing  until  February  7,  2004.

     The  Company  has  no  revenue  to date from the exploration of its mineral
property,  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
Bridge claim 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


                                      -4-
<PAGE>



institutions  or  by  way  of the sale of its capital stock under its filed Form
SB-2,  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.

     During  the  year, the Company filed with the SEC various documents such as
Forms  10-KSB,  10-QSB, 3, SC 13-D, 8-Ks, Pre-14-C and other forms.  The Company
distributed  to  its  shareholders  an  annual  report for the fiscal year ended
January  31,  2002  which included the audited financial statements, information
circular  and  proxy  (refer  to  page 17).   The Company did not distribute any
material  to  its  shareholders  in  prior  years.

     The  shareholders  may read and copy any material filed by the Company with
the  SEC  at  the  SEC's  Public  Reference  Room  at  450  Fifth  Street, N.W.,
Washington,  D.C.,  20549.  The  shareholders  may  obtain  information  on  the
operations  of  the  Public Reference Room by calling the SEC at 1-800-SEC-0330.
In addition, the SEC maintains an Internet site that contains reports, proxy and
information  statements,  and  other  information  which  the  Company has filed
electronically  with  the  SEC  by  accessing  the  website  using the following
address:  http://www.sec.gov.  Presently  the  Company  does  not  have  its own
          ------------------
Internet  address.  The  Company  is  prepared  to distribute, upon request from
shareholders,  any  of  the  material  previously  filed  with  the  SEC.

PLANNED  BUSINESS

     This  Form  10-KSB  contains  forward-looking  statements  as  that term is
defined  in  the  Private  Securities  Litigation  Reform  Act  of  1995.  These
statements  relate  to  future  events  or  the  Company's  future  financial
performance.  In  some cases, the reader can identify forward-looking statements
by  terminology  such  as  "may",  "will",  "should",  "expects",  "plans",
"anticipates", "believes", "estimates", "predicts", "potential" or "continue" or
the  negative  of these terms or other comparable terminology.  These statements
are  only  predictions  and  involve  known and unknown risks, uncertainties and
other  factors, including the risks in the section entitled "Risk Factors", that
may  cause  the  Company  or  its industry's actual results, levels of activity,
performance  or achievements to be materially different from any future results,
levels  of  activity,  performance or achievements expressed or implied by these
forward-looking statements.  Although the Company believes that the expectations
reflected  in the forward-looking statements are reasonable, it cannot guarantee
future  results,  levels  of  activity,  performance or achievements.  Except as
required  by applicable law, including the securities laws of the United States,
the  Company  does not intend to update any of the forward-looking statements to
conform  these  statements  to  actual  results.

     The  Company's financial statements are stated in United States Dollars and
are  prepared  in  accordance  with  United States Generally Accepted Accounting
Principles.  In  this  annual  report,  unless  otherwise  specified, all dollar
amounts  are  expressed  in  United  States  Dollars.

RISK  FACTORS

     There are certain inherent risks which will have an effect on the Company's
development in the future and some of these risk factors are noted below but are
not  all  encompassing  since  there  may be others unknown to management at the
present  time which might have an impact in the future on the development of the
Company.


                                      -5-
<PAGE>



1.     FUTURE  TRADING  IN  THE  COMPANY'S  STOCK MAY BE RESTRICTED BY THE SEC'S
       PENNY  STOCK REGULATIONS WHICH MAY LIMIT A STOCKHOLDER'S ABILITY TO BUY
       AND SELL THE  COMPANY'S  SHARES  WHEN,  AND  IF,  THE  SHARES  ARE
       EVENTUALLY  QUOTED.

     The  SEC has adopted regulations which generally define "penny stock" to be
any  equity  security  that  has a market price (as defined) less than $5.00 per
share  or  an  exercise  price  of less than $5.00 per share, subject to certain
exceptions.  The Company's shares most likely will be covered by the penny stock
rules, which impose additional sales practice requirements on broker-dealers who
sell  to  persons  other  than established customers and "accredited investors."
The  term  "accredited investor" refers generally to institutions with assets in
excess  of $5,000,000 or individuals with a net worth in excess of $1,000,000 or
annual  income  exceeding  $200,000  or $300,000 jointly with their spouse.  The
penny  stock  rules  require  a broker-dealer, prior to a transaction in a penny
stock  not  otherwise  exempt  from  the  rules,  to deliver a standardized risk
disclosure  document  in  a  form prepared by the SEC which provides information
about  penny stocks and the nature and level of risks in the penny stock market.
The  broker-dealer  also  must  provide  the customer with current bid and offer
quotations  for  the  penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value  of  each  penny  stock held in the customer's account.  The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and  must  be  given  to  the  customer in writing before or with the customer's
confirmation.  In  addition,  the  penny  stock  rules  require  that prior to a
transaction  in  a  penny  stock  not  otherwise  exempt  from  these rules, the
broker-dealer  must make a special written determination that the penny stock is
a  suitable  investment  for  the  purchaser and receive the purchaser's written
agreement to the transaction.  These disclosure requirements may have the effect
of  reducing the level of trading activity in the secondary market for the stock
that  is  subject  to  broker-dealers to trade in the Company's securities.  The
Company  believes that the penny stock rules discourage investor interest in and
limit  the  marketability  of,  its  common stock when, and if, it is called for
trading.  The Company feels that its shares will be considered to be penny stock
when  the  shares  are  finally  quoted.

2.     THE  COMPANY IS UNCERTAIN IF IT WILL BE ABLE TO OBTAIN ADDITIONAL CAPITAL
       NECESSARY  FOR  ITS  DEVELOPMENT.

     The Company has incurred a cumulative net loss for the period from February
2,  1999  (date  of  inception)  to January 31, 2003 of $97,774.  As a result of
these  losses  and negative cash flows from operations, the Company's ability to
continue  operations  will  be  dependent  upon the availability of capital from
outside sources unless and until it achieves profitability.  It can only achieve
profitability  if  an  ore  body  is  found  on  the  Bridge  claim.

3.     WHETHER  THE  COMPANY  WILL  CONTINUE  TO  BE  A  GOING  CONCERN

The  Company's  auditors,  in the audited financial statements as at January 31,
2003,  have indicated a concern in their audit opinion as to whether the Company
will  be  able to raise sufficient funds to complete its objectives and, if not,
indicates  that  the  Company  might not be able to continue as a going concern.
Without  adequate  future  financing, the Company might cease to operate and the
existing  shareholders  and  any  future  shareholders  will  lose  their entire
investment.


                                      -6-
<PAGE>



4.     THE  PRESENT  SHAREHOLDERS  HAVE  ACQUIRED SHARES AT EXTREMELY LOW PRICES

     All  present  shareholders  have  acquired shares at $0.001 per share.  The
Company  does  not  intend to issue further shares at this price; hence, any new
investors  would  pay  a  higher  price and immediately suffer a dilution in the
value  of  their  shares.

5.     FUTURE  ISSUANCE  OF  STOCK  OPTIONS,  WARRANTS AND/OR RIGHTS WILL HAVE A
       DILUTING  FACTOR  ON  EXISTING  AND  FUTURE  SHAREHOLDERS

     The grant and exercise of stock options, warrants or rights to be issued in
the  future  would  likely  result  in  a dilution of the value of the Company's
common  shares  for  all shareholders. At present, the Company has established a
Non-Qualified  Stock  Option  Plan as noted on page 27 of this report and may in
the  future  issue  further  stock options to officer, directors and consultants
which  will  dilute  the  interest  of  the  existing  and  future shareholders.
Moreover,  the  Company  may  seek  authorization  to increase the number of its
authorized  shares  and  to sell additional securities and/or rights to purchase
such  securities at any time in the future.  Dilution of the value of the common
shares  would  likely  result  from  such  sales.

6.     THE  COMPANY  DOES  NOT  EXPECT  TO  DECLARE  OR  PAY  ANY  DIVIDENDS

     The  Company  has  not  declared  or paid any dividends on its common stock
since  its  inception,  and it does not anticipate paying any such dividends for
the  foreseeable  future.

7.     CONFLICT  OF  INTEREST

     Some  of  the  Directors  of the Company are also directors and officers of
other  companies  and  conflicts  of  interest may arise between their duties as
directors  of the Company and as directors and officers of other companies.  For
example,  Mr. Reimchen is President of Zarcan Minerals Ltd., a company listed on
the  CDNX  in  Toronto,  Canada  which  is  engaged in the development of a gold
property in Iran and a diamond property in South America.  Conflicts might arise
if  a mineral property becomes known to Mr. Reimchen for acquisition and he does
not  offer  it  to  each  of  the  companies  at  the same time.  Even with full
disclosure  by  Mr.  Reimchen  or  any  of the other directors and officers, the
Company  cannot insure that it will receive fair and equitable treatment in this
or  any  other  transaction.

8.     CONCENTRATION  OF  OWNERSHIP  BY  MANAGEMENT.

     The  management of the Company, either directly or indirectly, owns 315,000
shares.  Even  thought  this  only represents 13 % of the issued and outstanding
shares,  it  might  be  difficult  for any one shareholder to solicit sufficient
votes  to replace the existing management.  Therefore, any given shareholder may
never  have  a  voice  in  the  direction  of  the  Company.

9.     MINING  EXPERIENCE  BY  MANAGEMENT

     Only  Ted Reimchen, President of the Company, has had any mining experience
(refer  to  page  22).  None  of  the  other directors and officers have had any
mining experience.  Therefore, the Company is totally reliable upon Mr. Reimchen
overseeing  the  exploration activities on the Bridge claim.  If Mr. Reimchen is
unable to assist the Company in this area for one reason or another, the Company
will  have to hire consultants to undertake work on the Bridge claim which might
be  expensive.


                                      -7-
<PAGE>



10.     KEY-MAN  INSURANCE

The  Company carries no key-man insurance.  In the event the Mr. Reimchen either
departed  the  Company  or passed away, the Company would not have the available
funds to attract an individual of similar experience.  Management is considering
obtaining  key-man  insurance  once  it  has  sufficient  funds  to  do  so.

11.     NUMBER  OF  EMPLOYEES  AND  NUMBER  OF  FULL  TIME  EMPLOYEES

     All  of  the directors devote some time to the Company but none of them are
full  time  since they all have other occupations which requires the majority of
their  time.  As  a  group,  the  directors and officers devote approximately 10
hours  a  month  to  the  affairs of the Company.  There are no employees in the
Company  at  the  present  time  and  therefore  no  full  time  employees.

12.     RECENTLY  ENACTED  AND  PROPOSED  REGULATORY  CHANGES

     Recently enacted and proposed changes in the laws and regulations affecting
public companies, including the provisions of the Sarbanes-Oxley Act of 2002 and
rules  proposed by the SEC and NASDAQ could cause the Company to incur increased
costs  as  it  evaluates  the  implications  of  new  rules  and responds to new
requirements.  The  new  rules  will  make  it more difficult for the Company to
obtain  certain  types  of insurance, including directors and officers liability
insurance,  and  the  Company  may be forced to accept reduced policy limits and
coverage  or  incur  substantially  higher  costs  to obtain the same or similar
coverage.  The  impact of these events could also make it more difficult for the
Company  to attract and retain qualified persons to serve on the Company's board
of directors, or as executive officers.  The Company is presently evaluating and
monitoring  developments  with  respect  to these new and proposed rules, and it
cannot  predict  or  estimate the amount of the additional costs it may incur or
the  timing  of  such  costs.

13.     THE  COMPANY  IS  AN  EXPLORATION STAGE COMPANY WITH A LIMITED OPERATING
        HISTORY

     Being  an exploration stage company with limited operating history makes it
difficult to evaluate whether the Company will ever operate profitably.   It has
no  business track record and having not earned any revenues since its inception
makes  if  difficult  to  base any opinion on the future success of the Company.
Given the Company's limited operating history, lack of revenue, having operating
losses and knowing it will incur net losses for some time into the future, there
can  be  no  assurance  the  Company will achieve the goals it has set itself by
finding  an  ore  body  of  merit  on  the  Bridge  claim.

14.     NO  KNOWN  ORE  BODY

     The  Bridge  claim  does  not  contain  a known body of commercial ore and,
therefore,  any  program  conducted on this claim would be an exploratory search
for  ore.  Due  to  the  nature of the terrain of the Bridge claim it might take
years  to  identify  an  ore  body.  There is no guarantee that an ore body will
never  be  found on the Bridge claim since the statistics of finding an ore body
on  any  given  claim  is  extremely  remote.


                                      -8-
<PAGE>




15.     EXPENDITURES  MAY  NEVER  FIND  AN  ORE  BODY

     There  is  no  certainty  any  expenditures  made in the exploration of the
Bridge  claim  will  result  in  discoveries  of  commercial  quantities of ore.
Spending considerable sums of money will not guarantee an economic ore body will
be  found.

16.     FUNDS  FOR  EXPLORATION  MIGHT  NOT  BE  AVAILABLE

     Resource exploration is a speculative business.  If the trend for investing
is in a business section unrelated to mineral exploration, the Company might not
be  able  to attract any capital for the exploration of the Bridge claim.   Even
if  money  is  available  for  exploration  activities, the Company will have to
compete  against  Canadian  companies  who  can  take  advantage  of certain tax
incentives  for  their  shareholders  which  are not be available to the Company
since  it  is incorporated in the United States.   Such tax incentives are known
as  flow-through shares and are applicable only to companies resident in Canada.

17.     INSIGNIFICANT  MINERAL  DEPOSIT

The Company might discover on the Bridge claim a mineral deposit which might not
be the size and grade to ensure profitability when mined.  It requires a certain
number of tons and grade of the ore to ensure profitable operations and if these
two  factors  are  not  present  the  Company  will  not  be  able  to  proceed.

18.     MARKETING  FACTORS  BEYOND  THE  CONTROL  OF  THE  COMPANY

     The marketability of any minerals acquired or discovered may be affected by
factors  beyond  the  control  of the Company.  For example, fluctuations of the
price of gold and silver, the nearest to the Bridge claim of milling facilities,
governmental  regulations,  cost  of  labor  and  equipment, taxes and quotas on
production  and  selling,  etc.  Any of these factors will have an impact on the
Company's  operations  and  its  profitability.

19.     COMPETITION  WITHIN  THE  MINING  INDUSTRY

     In  Canada,  there  are numerous mining and exploration companies, both big
and  small,  and  competition  among  these  companies is intense.  All of these
mining  companies  are  seeking  properties  of merit, availability of funds and
distribution  of  their minerals.  The Company will have to compete against such
companies  to acquire the funds to further develop and explore the Bridge claim.
The  availability  of funds for exploration is extremely limited and the Company
might find it difficult to compete with larger and more well-known companies for
capital.  Even  though  the Company has the rights to the minerals on the Bridge
claim,  there  is  no guarantee it will be able to raise sufficient funds in the
future  to maintain this claim in good standing, complete exploration or develop
the  claim.   Therefore,  if  the  Company  does  not  have sufficient funds for
exploration,  the  claim  might  lapse  and be staked by other mining interests,
which  would represent a complete loss of all rights to the claim.   The Company
might  be forced to seek a joint venture partner to assist in the development of
the  Bridge claim.  In this case, there is the possibility the Company might not
be  able  to  pay  its proportionate share of the exploration costs and might be
diluted  to  an  insignificant  carried  interest.


                                      -9-
<PAGE>



     The  exploration  business  is  highly  competitive  and highly fragmented,
dominated  by  both  large and small mining companies.   Success will largely be
dependent  on  the  Company's  ability  to attract talent from the mining field.
There  is  no  assurance the Company's mineral expansion plans will be realized.

20.     BOTH  THE  FUTURE  EXPLORATION AND MINING OF THE BRIDGE CLAIM INVOLVES A
        HIGH  DEGREE  OF  RISK.

     Exploration  of the Bridge claim and eventually mining operations generally
involve a high degree of risk.  Hazards such as unusual or unexpected formations
and  other conditions are involved.  The Company may become subject to liability
for  pollution,  cave-ins  or hazards against which it cannot insure or which it
may  not  elect to insure.  The payment of such liabilities may have a material,
adverse  effect  on  the Company's results of operations or financial condition,
and  its  ability  to  continue  as  a  going  concern.

21.     REFINING THE ORE MIGHT PROVE TO BE DIFFICULT IN THE BRALORNE MINING AREA

     Even  if  there  exists  a  commercially  viable  ore  body,  there  may be
substantial  competition  for the use of the mill in the Bralorne area.  This is
because  the  mill  is owned by another company which is mining in the same area
that  the  Company  is  exploring  the  Bridge  claim.  It  might have full mill
capacity  and hence does not wish to accept tonnage from other companies.   This
will  result  in  the  Company having to transport its ore to mills located some
distance from the Bralorne area.   The cost of such transportation could be high
and  result  in  the  refining  of  the  ore  to  be  uneconomical.

22.     ENVIRONMENTAL  CONCERNS

     Prior to commencing mining operations on the Bridge claim, the Company must
meet certain environmental requirements.  Compliance with these requirements may
prove  to  be  difficult  and  expensive.  The  Province of British Columbia has
enacted statutory provisions to protect the Crown's property.  The Acts that the
Company  has  to  adhere  to  are the "Timber Harvesting Practices Regulations",
"Mineral  Tenure  Act" and "Coal Act and Forestry Act".  Each of the former Acts
has  their  own  environmental  concerns  which the Company must adhere to.  The
Company  might be liable for pollution if it does not adhere to the requirements
of  the  various  Acts.  Environmental  concerns relate to the use and supply of
water,  the animal life in the area, fish living in the streams, the need to cut
timber  and  removal  of  overburden,  being  the  soil above the hard rock.  No
building  or  fixtures  of any form can be erected without the prior approval of
the District Inspector for the Province.  The cost and effect of adhering to the
environmental requirements are unknown to the Company at this time and cannot be
reasonably  estimated.

     While  in  the  exploration  stage,  the Company does not need governmental
approval to explore the Bridge claim unless a decision is made by the Company to
install  facilities  or  undertake a major exploration program which will change
the surrounding area of the claim.  The Company does not intend to undertake the
latter.

23.     TITLE  TO  THE  CLAIM.

     While  the  Company  has obtained the usual industry standard title reports
with respect to the Bridge claim, this should not be construed as a guarantee of
title.  The  Bridge  claim  may  be  subject to prior unregistered agreements or
transfers or native land claims and title may be affected by undetected defects.
Certain  of  the  units  comprising  the  claim  itself may be under dispute and
resolving  of  a  dispute may result in the loss of all of the Bridge claim or a
reduction  in  the  Company's  interest  therein.


                                      -10-
<PAGE>



24.     NO  SURVEY  HAS  BEEN  PERFORMED

     The  Bridge  claim  has  never  been surveyed and, accordingly, the precise
location  of  the  boundaries of the property and ownership of mineral rights on
specific  tracts  of  land  comprising  the  Bridge  claim  may  be  in  doubt.

Other  items.

     The  Company has not spent any time or money on research and development of
a  product  in  the  last  two  years.

     As  mentioned previously, the Company does not know the cost of adhering to
various  environmental  laws.

     In  addition  to  exploring and developing, if warranted, the Bridge claim,
the  Company  plans  to  seek out additional mineral properties either by way of
purchase,  staking  or joint venturing.   To date, the Company does not have the
funds  to seek out other mineral properties and will be using any funds obtained
under  the  Form SB-2 to work on the Bridge claim as more fully described below.

Comtemplated  future  financing

     Under  the  Form  SB-2, filed with the SEC on January 16, 2003, the Company
intends  to  issue a minimum of 300,000 common shares and a maximum of 1,000,000
common shares at a price of $0.15 per share to give the Company a minimum amount
of $45,000 and a maximum amount of $150,000.  The use of the minimum and maximum
proceeds  from  this  offering  will  be  as  follows:

<TABLE>
<CAPTION>




                    Minimum   Maximum
Amount Raised       $45,000   $150,000
------------------  --------  --------
<S>                 <C>       <C>
Offering expenses.  $ 12,500  $ 12,500
Phase I - page 10.    32,000    32,000
Phase II - page 10         -    64,000
Working capital. .       500    41,500
                    --------  --------
                    $ 45,000  $150,000
                    ========  ========
</TABLE>





     The  above  use  of  proceeds  from  the  SB-2  offering does not take into
consideration  Phase  III of the recommended exploration program (page 14).  The
possibilities  of  finding a commercially viable ore body in performing Phases I
and II are remote. Only in the event that the recommendation from a professional
geologist  is  obtained,  which  is based upon the information to be gathered in
completing  Phases  I and II, will the Company proceed to raise additional funds
for  the  completion  of  Phase  III.  There  is  no  assurance,  however,  such
additional  funds  will  be  available on terms acceptable to the Company, or at
all.  If  such additional funds are raised, shareholders at that time, including
investors  who  purchase  the shares offered under the Form SB-2, may experience
substantial  dilution.

     Offering  expenses  include  the  costs  for  filing,  transfer  agents and
auditing fees.  The costs set forth above are only estimates, and it is possible
that  the  actual  costs  may  exceed  such  estimates,  or  that  there will be
substantial  additional  costs. There is no assurance that additional funds will
be  available  to  the  Company  to  cover  any  shortfall  in  costs.


                                      -11-
<PAGE>



     While  the  Company  currently  intends  to  use  the  proceeds of its SB-2
offering  substantially  in the manner set forth above, it reserves the right to
reassess  and  reassign  such use if, in the judgment of its Board of Directors,
such  changes  are  necessary or advisable.  At present, no material changes are
contemplated.  Should  there  be any material changes in the above projected use
of  proceeds in connection with this offering, the Company will issue an amended
Form  SB-2  reflecting  the  same.
Upon  the effective date of its SB-2 filed under the Securities Act of 1933, the
Company  shall  report  the  use  of proceeds on its first periodic report filed
pursuant  to  sections 13(a) and 15(b) of the Exchange Act (15 U.S.C. 78m(a) and
78o(d))  after  effectiveness  of  its  Form SB-2, and thereafter on each of its
subsequent  periodic  reports  filed pursuant to sections 13(a) and 15(d) of the
Exchange  Act  through  the  latter  of disclosure of the application of all the
offering  proceeds,  or  disclosure  of  the  termination  of  the  offering.


                        ITEM 2. DESCRIPTION OF PROPERTIES


EXPLORATION  OF  THE  BRIDGE  CLAIM

     The  Bridge  claim  was identified and staked by the Company on February 7,
2000.  This claim comprises 18 units totaling 1,235 acres.  The claim is located
by  traveling  approximately  2.3 miles east of Gold Bridge, B.C., Canada on the
northern  shore  of Carpenter Lake and approximately 3.5 miles down the McDonald
Creek  trail  to  McDonald  Lake.

Exploration  History  and  Previous  Work

     The  area  presently  covered  by  the  Bridge  claim  was  explored in the
mid-1930's,  when  the  area  was covered by the Norma claim.  A short adit, the
Norma  adit, was driven along a strike fault or vein paralleling the north-south
formation  strike,  in  an area of intense quartz-carbonate alternation.   Other
exploration  in  the  immediate  surrounding  area  during  the  1930's included
exploration  1.25  miles  north of the Norma adit and the Reliance gold-antimony
prospects,  located  approximately  1.56  miles  northeast  of  the  Norma adit.

     In  the mid-1980's, the area was covered by the Norma and Big Apple claims.
This  area  received  further  exploration  attention,  in  conjunction  with
exploration activity in the Bralorne area as a whole.  This attention relates to
the  increase  in  gold  prices  at the time.   This work succeeded in detecting
areas  of anomalous gold, arsenic and silver in the soil and several geophysical
conductors.

Geology

     The  following  information  is based on information provided to management
and  various reports of consultants.  However, the Company has not independently
verified  the  information  contained  in  this  section,  and  cannot  make any
assurance  that  this  information  is  complete  or  accurate.  The information
contained  in this section should be considered, and is deemed by management, to
be  forward-looking statements, subject to review and verification by management
after  additional  exploration  and  research.

     Refer to Glossary of Geological and Technical Terms under Exhibit A, page
45.


                                      -12-
<PAGE>



     The  Bridge  claim  is  shown to be underlain mainly by rocks of the Bridge
River  terrain (greenstone, cherty argillite, limestone and dioritic intrusives)
in  contact  with  ultramafic  and  basic  intrusions  to  the  southwest.

     There  is  poor outcrop exposure on the Bridge claim.   The outcrop geology
of the Bridge claim as described by previous explorationists consists of altered
volcanic  rocks  showing  well-developed schistosity and considerable amounts of
quartz-carbonate  alternation.  Schistosity  strikes  in  a  general north-south
direction  and  dips  steeply,  both  to  the  east  and  to  the  west.  In the
southwestern  corner  of  the  property, cherts and argillites are more abundant
than  volcanic  rocks.  These  cherts and argillites are also strongly schistose
and  exhibit  quartz-calcite  alternation  in the form of 0.4 to 1.2 inches wide
veins,  often  as  boxworks.   A layer of recent volcanic ash that varies from a
few  centimeters  to  a  meter  in  thickness  covers much of the property area.

     Preliminary  geologic  and  geophysical  evidence  indicates  a
north-northwesterly  trend  to  geological  formations  and  structures  on  the
property.  Steep  Creek  appears  to  reflect  a shear or fault zone.   The rock
exposures to the west of Steep Creek are sheared and slightly altered or broken.

Area  and  Local  Mineralization

     The  Bridge  area  hosts two large past-producing mines and several smaller
past-producers.   There  are  more  than 60 additional mineral properties in the
Bridge  River  area ranging in development status from prospect to property with
developed  ore  reserves.   The  following  table  describes  gold  and  silver
production  from some of the more significant mining operations in the past from
the  Bridge  River  area.

<TABLE>
<CAPTION>




NAME OF       MINED        GOLD      SILVER
MINE          (TONS)     (OUNCES)   (OUNCES)
<S>         <C>         <C>         <C>
Bralorne .   4,528,562   3,130,115   784,629
Pioneer. .   2,104,053   1,483,065   271,857
Minto Mine      73,318      19,503    56,189
Coronation      10,140       7,833     1,115
Congress .         857          92        47
Wayside. .      35,553        5933       930
</TABLE>




     The  style  of  mineralization  in  the Bridge River area is similar to the
Mother  Lode  camp in California.   The two camps have similarities in ore, vein
mineralogy,  wallrock alternations and wallrocks, and are similar in association
of  the ore veins with a major fault along a belt of elongated serpentine bodies
that  flank  the  margins  of  granite  batholiths.

     An  extensive  fracture  system  in the Bridge River area provided abundant
channel  ways  for  vein-forming solutions.   It is speculated that the stresses
caused  by  the  intrusion  of the granitic plutons resulted in shearing and the
development  of  veins.   It  is  believed  that  this  movement reactivated the
Cadwallander  fault  zone,  a  pre-existing major break.   The evidence suggests
that  emplacement  of  the Coast Plutonic Complex provided the necessary thermal
engine to drive the mineralized solutions that were controlled by the structural
setting.

     Some  sulphide  mineralization,  mainly  pyrite,  has  been reported in the
outcrops  on  the  Bridge  claim.


                                      -13-
<PAGE>



Recommendations  by  Douglas  Symonds,  Professional  Geologist

     Even though appropriate geo-chemical sample preparation techniques were not
used  during  the 1980's programs, there is still some value in the geo-chemical
data  obtained.   The  quantity and distribution of anomalous gold (greater than
20  parts  per  billion), arsenic (greater than 34 parts per million) and silver
(greater  than 0.5 parts per billion) values detected in soils in the 1980's are
encouraging.  With  resampling  and  proper  sample  preparation,  the anomalies
detected  in  the  1980's  should  be  more  clearly  defined.

     Management  believes  that  the  Bridge  claim  warrants  a $32,000 Phase I
exploration  program of data acquisition, aerial photograph interpretation, base
map  preparation,  prospecting,  geo-chemical  soil sampling and report writing.
Contingent  upon  the  success  of  this  Phase  I  program, a Phase II program,
estimated  to cost $64,000, involving further geo-chemical sampling, geophysical
surveying,  geological  mapping,  rock  sampling,  limited  trenching and report
writing was recommended by Mr. Symonds.   A Phase III program, estimated to cost
$160,000,  involving  further trenching, diamond drilling and report writing was
recommended  by  Mr.  Symonds,  contingent upon the success of Phase II program.
The  Company  will  determine, in conjunction with its advisors and consultants,
the  level of success of the Phase I and Phase II programs in order to determine
if  additional  exploration (including the Phase II and Phase III programs) will
be  commenced.

     Douglas  Symonds  has  recommended  the  following  proposed  budgets:

Phase  I:

     Estimated  cost  of  $32,000

     geo-chemical  soil  sampling  and  analysis
     aerial  photographic  interpretation  and  base  map  preparation
     prospecting  and  rock  sampling
     preparation  of  Phase  I  report  to  Company
     preparation  of  assessment  report

Phase  II  (Contingent  upon  the  success  of  Phase  I)

     Estimated  cost  of  $64,000

     geophysical  surveys  to  follow  up  geo-chemical  anomalies
     geological  mapping  and  further  rock  sampling
     limited  trenching  program
     preparation  of  Phase  II  report  to  Company
     preparation  of  assessment  report

Phase  III  (Contingent  upon  the  success  of  Phase  II)

     Estimated  cost  of  $160,000

     further  trenching
     diamond  drilling
     preparation  of  Phase  III  report  to  Rubincon
     preparation  of  assessment  report


                                      -14-
<PAGE>



     Until  the  Company  has responded to all comments from the SEC relating to
its  Form  SB-2  it  will  not  be  able  to  commence  the  Phase  I  program.

Assessment  work  for  2001

     The  objective  of  this  exploration work was to undertake a physical work
program  in  order  to  establish two separate grid systems in preparation for a
geophysical  survey.   During  this  exploration  program  a  total  amount  of
approximately  $1,400  was  expended.

Work  on  the  north  grid  system  was  a  follows:

     A  general  topographical  reconnaissance  was carried out to determine the
best  grid  layout  due to the extreme topography.   Baseline stations 0 + 000 N
was located 450 feet east of the Legal Corner Post for the claim.   The baseline
was  oriented  at azimuth 360 degrees and horizontally chained and flagged every
30  feet.  Grid station X-lines were established every 90 feet from 0 + 000 N to
0  +  720  N  totaling  2,160  feet  of  baseline.

Work  on  the  west  grid  system  was  as  follows:

     A  topographical  reconnaissance  was  carried  out  to  determine the grid
layout.   The  baseline  was  located  approximately 2,250 feet up the MacDonald
Creek  from  the  road.  The  baseline  was  oriented at azimuth 270 degrees and
horizontally  chained  and  flagged  every  30 feet.   Grid station X-lines were
established  every  90 feet from station 0 + 000 W to 0 + 0510 N; totaling 1,530
feet  of  baseline.

     This  exploration program required two men each working 4 days to complete.


                                      -15-
<PAGE>



Assessment  work  for  2002

     The  grid  system  established  in  2001  was extended in anticipation of a
future  soil  sampling program.  During 2002 assessment program the baseline was
established  at  0  +  700B  to  0  +  900 N with the grid sample lines being as
follows:

               0  +  690N  to  0  +  400E               1,200  feet
               0  +  720N  to  0  +  365E               1,100  feet
               0  +  750N  to  0  +  450E               1,350  feet
               0  +  780N  to  0  +  420E               1,260  feet
               0  +  810N  to  0  +  415E               1,245  feet
               0  +  840N  to  0  +  410E               1,230  feet
               0  +  870N  to  0  +  430E               1,290  feet
               0  +  900N  to  0  +  440E               1,320  feet

     There  was  a  total  of  10,950  feet of grid line established during this
exploration  program.   The  objective  to  the  Company  is to undertake a soil
sampling  program  during  the  first  and  second  calendar quarters of 2003 to
determine  areas  of  high  concentration  of  mineralization.

Assessment  work  for  2003

     On  January  24, 2003, the Company undertook a surveillance of the claim by
walking  the  lower  part  where the grid system had been established during the
last  several  years.  Basically, this procedure was performed to determine what
the  conditions  were  like  on  the Bridge claim due to snow and ice conditions
being present.  From this observation, the consultant was able to determine what
equipment  was  required,  being  snowshoes, snow mobiles, etc., and assisted in
forming  a  strategy  for  the  balance  of  the  week.

     On  January  26th  the Company mobilized its initial exploration efforts by
walking  the  grid system and using a magnetometer every 10 meters (30 feet).  A
magnetometer  is  an  instrument  for  measuring  magnetic intensity.  In ground
magnetic  prospecting,  it  is an instrument for measuring the vertical magnetic
intensity  and  for  detecting magnetic anomalies and magnetic gradients in rock
formation.  In  other  words,  it  is  an  instrument  which  will  show unusual
formation  where  high  concentration  of  mineralization  might  occur.

     Basically,  upon  reaching  the  30 foot site, the information shown on the
magnetometer  and  the  grid  location  was  recorded  in  a notebook for future
charting.  The process of using the magnetometer over the grid system took three
full  days.

     On  January  29th,  the  Company  hired  an  electromagnetic instrument for
assisting  in  the prospecting process.  This instrument is used as a geological
method employing the generation of electromagnetic waves at the Earth's surface.
When  the waves penetrate the Earth and impinge on a conducting formation or ore
body,  they induce currents in the conductors, which are the source of new waves
radiated  from  the  conductors  and  detected by the instrument at the surface.

     Again,  the  reading from this instrument was recorded every 30 feet on the
grid  system.  The  process  took  three  days  to  complete.

     The  actual  summation  of  the  data  obtained  from  the magnetometer and
electromagnetic will be reviewed by a geophysicist to determine if any favorable
findings  occurred.

     The  work  performed  on the Bridge claim will maintain it in good standing
until  February  7,  2004.

Other  considerations

     The  Company  has  not received any revenue from operations during the last
three  fiscal  years.  There are no plans by the Company to acquire any plant or
equipment  in  the  immediate  future  nor does the Company plan to increase the
number  of  employees  during  the  next  twelve  months.

Investment  Policy

The Company has no limitations on the percentage of assets which may be invested
in  any  one  investment,  or  type  of investment.   This policy may be changed
without  a  vote of security holders.  The Company's policy is to acquire assets
primarily  for  income and not capital gains.   Any funds received from the sale
of  shares under the Form SB-2, mentioned above, will be deposited into interest
bearing  certificates  until  such  time  as  the  funds  are  required.


                                      -16-
<PAGE>



                            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


Annual  General  Meeting

     On  July  26,  2002,  an  Information  Statement  will  was  mailed  to the
stockholders  of  record  on  July  15,  2002 in connection with certain actions
approved  by the shareholders at the Annual General Meeting (the "Meeting") held
on  August  20,  2002  as  follows:

1.     The  election  of  Ted  Reimchen, Irene Campany and Martine Rummelhoff as
       directors for a  term  expiring  at  the  2003  Annual  General  Meeting
       of Shareholders;

2.     The appointment of Andersen  Andersen  &  Strong  as independent auditors
       for  the fiscal  year  January  31,  2003;

3.     The approval of the report of the independent auditors of the Company and
       the financial statements for the year ended January 31, 2002;

4.     The  approval of the appointment of three additional directors during the
       year without the directors having  to  seek  further  approval  from  the
       shareholders;

5.     The approval of the issuance of a maximum of 1,000,000 common shares at a
       price of $0.15  per share as set forth in a Form SB-2 to be filed by the
       Company with the SEC; and

6.     The approval of a Non-Qualified Stock Option Plan for directors, officers
       and consultants of 240,000 common shares at an exercise price of $0.15
       per share.

     The  number  of  votes  cast at the Meeting was 1,700,820 shares comprising
315,000 shares  represented  in person and 1,385,820 shares represented by proxy
with no votes against or withheld for the various resolutions. This represented
71 percent of the issued  and  outstanding shares.  There were no abstentions or
broker  non-votes associated with the votes cast at the Meeting.  All votes were
cast  in favor of each action.  There were no other nominations for directors at
the  Meeting  other  than  had  been  recommended  by  management.

     Subsequent  to  the  Annual  General  Meeting of Stockholders, the Board of
Directors  appointed  Ted  Reimchen to act as President of the Company and Irene
Campany  to  act  as  Secretary Treasurer.  In addition, the Board appointed Ted
Reimchen  and  Martine  Rummelhoff  as  members  of  the  Audit  Committee  and
approved  an  Audit Committee Charter (refer to Exhibit B attached hereto).  The
Board  is  seeking  an  independent  non-officer/director  to serve on the Audit
Committee  but  has  not  yet  identified  an  individual  to  do so.  The audit
committee  has  not  had  a  formal  meeting  since  its  inception.


                                      -17-
<PAGE>




Circulation  of  Proxies

     On October 10, 2002, the Company circulated a proxy to all shareholders for
their  written  consent  for  the  following  actions:

1.     The ratification of the change in the authorized share capital from 1,500
       common shares with a par value of $0.001 per share  as  stated  in  the
       Certification of Incorporation dated February 2, 1999 and amended by the
       director under the Certificate of Amendment of Certificate of
       Incorporation dated  April 12, 1999 to 25,000,000 common shares with a
       par value of $0.001 per share; and

2.     The  approval  of  the  issuance of 2,400,820 common shares at a price of
       $0.001 approved by the director under a Resolution of Director dated
       February 25, 1999.

Increase  in  the  Authorized  Share  Capital

     Due to an error made during the incorporation of the Company on February 2,
1999,  the  incorporator,  The  Company  Corporation,  incorrectly  recorded the
authorized  share capital of the Company at 1,500 common shares with a par value
of $0.001.   Management of the Company was not aware of this error until advised
by  its  transfer  agent, Nevada Agency  & Trust Company. On April 12, 1999, the
Company  filed  a  Certificate  of  Amendment of Certificate of Incorporation to
change  the  authorized  share  capital  from  1,500 common shares at a price of
$0.001  per  share  to 25,000,000 common shares at a price of  $0.001 per share.

     In  the  Certificate of Amendment of Certificate of Incorporation it stated
"that  the said amendment has been consented to and authorized by the holders of
a  majority  of  the  issued  and  outstanding stock entitled to vote by written
consent  given  in  accordance with the provisions of Section 228 of the General
Corporate  Law  of  the State of Delaware".  The consent by Stockholders was not
obtained  at  the  time  and  management  requested the Stockholders approve the
change  in  the  Company's  authorized  share  capital.

Approval  of  the  Issuance  of  2,400,820  Common  Shares

     On  February  25,  1999 the director of the Company signed a Treasury Order
issuing  2,400,820  common shares at a par value of $0.001 for a price of $0.001
per  share.  This  occurred  prior to the change in the authorized share capital
from  1,500  common shares to 25,000,000 common shares.   The transfer agent did
not  issue  the  shares  under  this  Treasury Order until confirmation had been
received  from  the State of Delaware that the authorized share capital had been
increased  to  25,000,000  common  shares  with a par value of $0.001 per share.
This  action  was  to  seek Stockholders' approval for the issuance of 2,400,820
common  shares  in  the  capital  stock  of  the  Company.

     The  above noted two actions received 2,190,820 votes in favor representing
91.25  percentage of the issued and outstanding shares of the Company.  No votes
were  cast  against  either  action.


                                      -18-
<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.  The Company has no limit on its ability to pay
dividends  on  its common stock but does not anticipate it will pay dividends in
the  foreseeable  future.   As  at  January  31,  2003  the  Company  had  32
shareholders;  two  of  these  shareholders  are  officers  and directors of the
Company.

During  the  last  three  years  the  Company  has  not  issued  any  shares.



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


OVERVIEW

     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,  2003  there  were  2,400,820  shares outstanding.

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

     As  at  January  31,  2003,  the  Company had $88 in assets, and $54,661 in
liabilities,  including  cash  or  cash  equivalents  amounting  to  $88.  The
liabilities  of  $54,661  are  amounts  of  $9,350  accrued for audit, legal and
accounting,  $5,088  for  transfer  agent  fees,  $2,067 for office expenses and
$2,030  for  filing  fees  and  the amount of $38,076 due to related parties.  A
debit  balance  of $1,950 is due from a legal firm, and is offset against audit,
legal  and  accounting.  The  amounts  due  to  related parties are non-interest
bearing  and  have  no  specific  terms  of  repayments.

     The  requirements  for  funds  over  the next twelve months are as follows,
assuming  no  funds  are  raised  under  the  Form  SB-2:

<TABLE>
<CAPTION>




Expense                                                   Amount
<S>                                            <C>       <C>
Accounting and auditing . . . . . . . . . . .       (i)  $15,000
Bank charges. . . . . . . . . . . . . . . . .      (ii)      120
Edgar filing fees . . . . . . . . . . . . . .     (iii)    2,930
Exchange filing fees. . . . . . . . . . . . .      (iv)    3,500
Registrar's fees. . . . . . . . . . . . . . .       (v)      300
Franchise taxes - Delaware. . . . . . . . . .      (vi)      100
Legal . . . . . . . . . . . . . . . . . . . .     (vii)    5,000
Office expenses . . . . . . . . . . . . . . .    (viii)    3,067
Property maintenance. . . . . . . . . . . . .      (ix)    1,032
Transfer agent's fees . . . . . . . . . . . .       (x)    8,396
Miscellaneous . . . . . . . . . . . . . . . .      (xi)    3,555
                                                         -------
Estimated expenses for the next twelve months           $ 43,000
                                                         =======
</TABLE>


                                      -19-
<PAGE>



(i)     This  represents the preparation of working papers by the accountant for
submission  to the auditors for their review and/or examination of the following
financial  statements  during  the  next  twelve  months:

     January 31, 2003                Form  10KSB       2,650
     April 30, 2003                  Form  10QSB       1,000
     July 31, 2003                   Form  10QSB       1,000
     October 31, 2003                Form  10QSB       1,000
     Outstanding  Accounts Payable                     9,350
                                                       -----
                                                     $15,000
                                                     =======

(ii)     Assuming  bank  charges  of  $10  per  month.

(iii)    The outside cost of filing on Edgar has been estimated as follows:

            Notice  of  Annual  General  Meeting      $  300
            Form  10-KSB  and  Forms  10-QSB             600
            Outstanding  accounts  payable             2,030
                                                       -----
                                                      $2,930
                                                       =====

(iv)     The  Company,  if possible, will apply for a quotation on the OTCBB and
         subsequent  make  application  to  the  newly formed BBX Exchange.
         There is no assurance  such  an  application  will  happen but in the
         event that it does the funds have been provided for in the above
         schedule.

(v)      This payment is made annually to The Company Corporation in Delaware to
         act as the registered agent for the Company for the forthcoming year.

(vi)     The  Franchise  Tax  is  based  on  historical  payments.

(vii)    Legal costs associated with the filing of the Form SB-2 has been
         estimated at $5,000.  This does not include additional legal costs
         associated with the preparation and review of future filings as will
         be required from time to time.

(viii)   Office expenses comprise photocopying, fax and delivery charges
         including $2,067 representing outstanding accounts payable.

(ix)     The cost of maintaining the Bridge claim in good standing until
         February 7, 2005 is approximately $1,032.   This assumes the Company
         is not able to raise any additional funds under the Form SB-2 it will
         still be required to maintain  the  claim  in  good  standing.

(x)      The annual charge to the transfer agent is $1,200 and a fee of $15 per
         each new share certificate issued.   The issuance cost for each new
         share certificate has been estimated at $1,000 for the forthcoming
         year.  This figure includes the current outstanding accounts payable
         of $6,196 due to Nevada Agency & Trust Company.

(xi)     Miscellaneous cost have been estimated to cover any expenses management
         is  unaware  of  this  time.


                                      -20-
<PAGE>




     The  Company presently does not have sufficient funds to meet its cash flow
requirements  for  the  next  twelve  months.  In  the  event the Company is not
successful  at raising funds under the Form SB-2 it will have to seek other ways
of  obtaining  funding.  For  example,  the  directors and officer might have to
advance  further  funds  to  the  Company  or  seek  some  form of institutional
borrowing  guaranteed  by  the  directors  and  officers.

     If  international  mineral prices decrease in value over the next year, the
Company  might  find  it  difficult to raise additional funds on the exploration
activities  on  the  Bridge claim.  Currently mineral prices are relatively high
compared to prior years but there is no certainty this increase will continue to
be  maintained.

     The  Company  is years away from mining an ore body and may never be in the
position to do so.  Unless substantial funding is realized over the next several
years  the  Company may not be able to survive unless it decides to enter into a
joint  venture with a company having the funds to finance the Bridge claim or it
assumes  a  small  carried  interest  in  the  Bridge.

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

     The Company does not anticipate hiring any employees at the present time.

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

     During  the  past  year,  the  Company  has  a  geological  grid  program,
magnetometer  and  electromagnetic  program  on  the  Bridge claim as more fully
described  above.  The  results  of  the  2003  exploration  activities  did not
identify  any  trends  or  anomalies which will assist the Company in its future
exploration  activities.  Nevertheless,  the Company will attempt during 2003 to
undertake  the  exploration  program as defined by Douglas Symonds in his report
summarized  herein.



                          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 Sellers and
Andersen L.L.C. of Salt Lake City, Utah.   The firm's report for the period from
inception to January 31, 2003 did not contain any adverse opinion or disclaimer,
nor  were  there  any  disagreements  between  management  and  the  Company's
accountants.


                                      -21-
<PAGE>



                                    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, 2003, the name, age, and
position  of each of the executive officers and directors and the term of office
of  each  director  of  the  Company.

<TABLE>
<CAPTION>




                                                                  Term as
                                                                  Director
Name                        Age           Position Held            Since
---------------------------------  --------  ----------------------  -----
<S>                                <C>       <C>                     <C>
Ted Reimchen. . . . .        61       President and Director        2002

Irene Campany                61       Secretary-Treasurer and       2001
                                          Director

Martine Rummelhoff. . .   .  44       Director                      2001
</TABLE>




     Each director of the Company serves for a term of one year and until his or
her  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 or her successor is elected at a Meeting of the Board of Directors and
is  qualified.

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

     TED  REIMCHEN, President of the Company, is a professional geologist having
graduated  with  a  Bachelor  of  Science  degree in geology and botany from the
University  of  Alberta in 1966.  Subsequently in 1968, he obtained a Masters of
Science  degree in geology from the same university.  Presently, Mr. Reimchen is
a  member  of  the  Association  of  Professional  Engineering  Geologist  and
Geoscientists  of  both British Columbia and Alberta, Canada as well as a member
of  the  Society of Wetland Scientists of North America.  For the past 35 years,
Mr.  Reimchen  has  been  the  founder of a private company called Pegasus Earth
Sensing Corporation, and its predecessors, which offers specialized professional
and  technical  services  in  environmental engineering, mineral exploration and
mineral recovery.  He has experience in mineral exploration property, evaluation
and  environmental  mapping.  His  experience and interests include geobotanical
prospecting,  remote  sensing,  engineering  geology, archaeology, seismic risk,
mineral  exploration  for  lode and precious metals and gemstones, specialty and
mineral sands, rare earths, industrial minerals and potable water.  Mr. Reimchen


                                      -22-
<PAGE>



has  been  involved  with  evaluation,  mine  design,  and  running  day  to day
operations  of several open pit mines.  He is familiar with drilling, tunneling,
sampling,  mine  and  equipment  design  and  construction,  and  ore  reserve
calculations  separating  mineable  from  geological  reserves.  He has prepared
numerous  professional  reports  on  geological  prospects  in 43 countries.  In
addition  to  the three professional organizations mentioned above, Mr. Reimchen
is  a  registered member of the American Association of Exploration Geochemists,
Canada  Centre  for  remote  sensing,  Presidents  Council  1908,  University of
Alberta,  American  Society of Germans from Russia and Remote Sensing Society of
Canada/USA/ESA.  Mr.  Reimchen  is  a  director of Zarcan Minerals Ltd; a public
company  listed  on  the  TSX  Exchange  in  Canada.

     IRENE  CAMPANY,  is  Secretary  Treasurer and a Director of the Company who
graduated  from  grade 12 at Holy Roode Senior Secondary in Scotland.  She would
later come to Canada from her native Scotland during Centennial Year, 1967.  Her
specialty  in  geriatrics  led  her  to  found  and  operate  a rest home in St.
Catherines,  Ontario.  She  started  a  business  which  became  the  largest
paramedical  company  in British Columbia, employing 200 doctors and 100 nurses,
and  billing  in excess of one million dollars a year after just two years.  She
recently  sold  this business and joined the family security company.  Currently
she  works  for  Strategic  Management  Consultants  Inc.  Ms. Campany currently
teaches  lifestyles  and  nutrition, especially for mature people.  In community
activity,  Irene  was  the  first woman to become a member of the Arbutus Rotary
Club  in  Vancouver,  and  received  a  Paul  Harris  award  for  service.

     MARTINE  RUMELHOFF,  is  a  Director of the Company and 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.  Mrs.  Rumelhoss  managed  the  Simon Fraser Inn in Prince
George  and  the Crest Hotel in Prince Rupert, British Columbia.  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,  British  Columbia,  San  Diego  and  San  Francisco.

Significant  employees

     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 directors and officers will be
approximately  10  hours  per  month, comprising mainly administrative, planning
duties  and  preparation  of corporate documents.   This time will increase when
the  Company  undertakes  a  work program on the Bridge claim since Ted Reimchen
will  be  an  integral  part  of  overseeing the exploration activities thereon.

Family  relationships

     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.

Involvement  in  certain  legal  proceedings

     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);


                                      -23-
<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).  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, 2003, the name, position
of  each  Reporting  Person  and  the date of the report filed, being Form 3, as
required  pursuant  to  Section  16  (a)  during  the  most  recent fiscal year.

Name                   Position               Report  Filed          Date  Filed
----                   --------               -------------          -----------

Ted Reimchen       President and Director          Form 3      December 12, 2002

Irene Campany      Secretary-Treasurer/Director    Form 3        August 12, 2002

Martine Rummelhoff  Director                       Form 3        August 12, 2002


                                      -24-
<PAGE>



                        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,  2003.

     The  following table sets forth compensation paid or accrued by the Company
for  the  last  three  years  ended  January  31,  2003:

                SUMMARY COMPENSATION TABLE ( 2001, 2002 AND 2003)

                                          Long  Term  Compensation  (US Dollars)
                                          --------------------------------------
                         Annual  Compensation        Awards              Payouts
                         --------------------        ------              -------
<TABLE>
<CAPTION>




(a)                     (b)        (c)         (e)        (f)          (g)        (h)      (i)
<S>                                <C>      <C>          <C>         <C>       <C>       <C>   <C>
                                              Other    Restricted                         All other
                                              Annual     Stock        Options/    LTIP      compen-
                                               Comp.     awards       SAR         payouts   sation
Name and  Principal
      position. .   .   Year     Salary        ($)       ($)          (#)          ($)          ($)
--------------------    ----      ------      ------     --------     --------    -------   -------

Ted Reimchen. . . . . . 2002      -0-          -0-       -0-          -0-          -0-          -0-
President, and. . . . . 2003      -0-          -0-       -0-          -0-          -0-          -0-
Director

Irene Campany . . . . . 2001. . . -0-          -0-       -0-          -0-          -0-          -0-
Secretary Treasurer .   2002      -0-          -0-       -0-          -0-          -0-          -0-
and Director            2003      -0-          -0-       -0-          -0-          -0-          -0-

Martine           . .   2001      -0-          -0-       -0-          -0-          -0-          -0-
Rummelhoff              2002      -0-
Director. . . . . . . . 2003      -0-          -0-       -0-          -0-          -0-          -0-

</TABLE>




BONUSES  AND  DEFERRED  COMPENSATION

     Refer  to  Item  11  - "Security Ownership of Certain Beneficial Owners and
Management  and  Related  Stockholder  Matter"  below.

PENSION  TABLE

None

OTHER  COMPENSATION

None  other  than  described  more  fully  in  this  Form  10-KSB.

     The  Company  has  accrued $500 per month since its inception as management
fees  to give recognition to services provided by the directors and officers for
which  they  are not paid.  The directors and officers have agreed not to accept


                                      -25-
<PAGE>



shares  or  cash  in  the  future  for  the  management  fees  accrued  to date.
Therefore,  management  fees  have  been  expensed  during  the period they were
recognized  and  credited  as  a contribution to Capital in Excess of Par Value.
The  total  amount  of  management  fees so credited since inception is $24,000.

     The  Company  does  not  consider  the  above  noted  management  fees  as
compensation  to  the  directors  and  officers  because  they  received nothing
personally,  and  the  expenses  were accrued to accurately reflect the value of
services  provided  to the Company, even though the Company did not actually pay
anything  for  such  services.

     The Company expects to compensate its directors and officers in the future.
At  this  time,  no decision has been made as to the appropriate compensation in
dollars.  In  the  interim,  the  Company  has  received  approval  from  its
shareholders  to  implement  a  Non-Qualified  Stock  Option Plan for directors,
officers,  consultants and other individuals assisting in the development of the
Company.

EMPLOYMENT  CONTRACTS  AND  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, 2003, 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.

<TABLE>
<CAPTION>





Name and Address                                 Amount
of Beneficial                   Nature of    of Beneficial     Percent
Owner                          Ownership(1)   Ownership (2)   of Class
-----------------------------  ------------  --------------  ---------
<S>                            <C>           <C>             <C>
IRENE CAMPANY
907 Quadling Avenue
Coquitlam, B.C.. . . .            Direct         200,000 (3)      8.4 %
Canada, V3K 2A6. . .          .  Indirect (2)     40,000 (4)      1.6 %

MARTINE RUMMELHOFF
325 Kings Road West
North Vancovuer, B.C.
Canada V7N 2M1. . . . .           Direct          75,000 (5)      3.1 %

Directors and officers
as a group . . .                        .        315,000         13.1 %
</TABLE>


                                      -26-
<PAGE>



(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)     The shares  held  by  these shareholders are restricted since they were
        issued  in compliance with the exemption from registration provided by
        Section 4 (2)  of  the Securities Act of 1933, as amended.  After this
        stock has been held for one (1) year, the above mentioned shareholders
        could sell a percentage of their shares every three months based on 1%
        of the outstanding stock. Therefore, this stock cannot be sold except
        in compliance with the provisions of Rule 144. Each of the share
        certificates have stop transfer instructions on them which have been
        stamped  on  the  front  of  the  share  certificate.

(3)     Irene  Campany purchased these shares from a former director and officer
        for  the  price  originally  paid  by  that  director.

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

(5)     The  shares owned by Martine Rummelhoff do not bear a legend restricting
        their transfer but Ms. Rummelhoff will be under the same terms and
        conditions as mentioned  in  (2)  above.

Management  knows  of  no other shareholder having 5% or more of the outstanding
shares.


COMPENSATION  PURSUANT  TO  PLANS

     On  June  19,  2002,  the  Board  of  Directors of the Company approved and
adopted  a  Non-Qualified  Stock  Option  Plan  (the "Stock Option Plan"), which
provides  for the grant of options to purchase an aggregate of 240,000 shares of
Common  Stock  at  an option price of $0.15 per share.  The purpose of the Stock
Option  Plan  is  to  make  options  available  to  directors,  management  and
significant  contractors  of the Company in order to encourage them to secure an
increase,  on  reasonable  terms, of their stock ownership in the Company and to
remain  in  the employ of the Company, and to provide them compensation for past
services  rendered.

     The  Stock  Option  Plan is to be administered by the Board of Directors of
the  Company, which determines the persons to be granted options under the Stock
Option Plan, the number of shares subject to each option, and the option period,
and the expiration date, if any, of such options.  The exercise of an option may
be  less  than  fair  market value of the underlying shares of Common Stock.  No
options granted under the Stock Option Plan will be transferable by the optionee
other  than by will or the laws of descent and distribution and each option will
be  exercisable,  during  the  lifetime  of the optionee, only by such optionee.

     As  at  January  31,  2003, no options have been granted.  The Stock Option
Plan  was  approved  by  the  Stockholders at the Annual General Meeting held on
August  20,  2002  which  allowed  the  Board of Directors to authorize, without
further  shareholder approval, the granting of such options from time to time up
to  an  aggregate of 240,000 shares of Common Stock.  The Board of Directors may
thus  in  general  determine  the  number  of shares subject to such option, the
option  period,  and  the  expiration  date  of  such  options,  if  any.


                                      -27-
<PAGE>



The  Stock  Option Plan can be examined in detail by referring to Part 1V - Item
13  -  Exhibits  and  Reports  on  page  30.

Equity  Compensation  Plan  Information

<TABLE>
<CAPTION>




                      Number of
                  securities to be
                     Issued upon          Weighted         Number of
                     exercise of      average exercise     securities
                     outstanding          price of         remaining
                      options,          outstanding      available for
                    warrants and     options, warrants       future
Plan category          rights            and rights         issuance
<S>               <C>                <C>                 <C>
                         (a)                 (b)               (c)
Equity
compensation
plans approved
by security
holders. . . . .      240,000         None outstanding        240,000

Equity
Compensation
plans not
approved by
security holders        None               None                None

Total. . . . . .      240,000         None outstanding        240,000
</TABLE>





            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.


                                      -28-
<PAGE>



TRANSACTIONS  WITH  PROMOTERS

Since  inception  the  Company  has  not  used  the  services  of a promoter and
therefore  has  had  no  transactions  with  any  promoter.







                                      -29-
<PAGE>






                                     PART IV


                          ITEM 13. EXHIBITS AND REPORTS


<TABLE>
<CAPTION>




(A) (1)   FINANCIAL STATEMENTS
<S>                                                                                    <C>
The following financial statements are included in this report:

Title of Document .  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Page
-----------------                                                                     ----


Report of Sellers and Andersen, L.L.C.. . .. . . . . . . . . . . . . . . . . . . . .    37


Balance Sheet as at January 31, 2003.. . . . . . . . . . . . . . . . . . . . . . . .    38

Statement of Operations for the Year Ended January 31, 2003 and 2002
    and the Period from February 2, 1999 (date of inception) to
    January 31, 2003. . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . .    39

Statement of Changes in Stockholders' Equity for the Period from
    February 2, 1999 (date of inception) to January 31, 2003.  . . . . . . . . . . .    40

Statement of Cash Flows for the Year Ended January 31, 2003 and 2002
    and the Period from February 2, 1999 (date of inception) to
    January 31, 2003. . . . . . . . . . . . . . . . . . . . . .  . . . . . . . . . .    41

Notes to the Financial Statements . . . . . . . . . . . . . . .  . . . . . . . . . .    42

(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:

3.   Certificate of Incorporation, Articles of Incorporation, By-laws,
     Non-Qualified Stock Option Plan and Audit Committee Charter

3.1  Certificate of Incorporation (incorporated by reference from the
     Company's Registration Statements on Form 10-SB filed on February 10, 2000)

3.2  Articles of Incorporation (incorporated by reference from the Company's
     Registration Statement on Form 10-SB filed on February 10, 2000

3.3  By-laws (incorporated by reference from the Company's Registration Statement
     on Form 10-SB filed on February 10, 2000)
</TABLE>


                                      -30-
<PAGE>




<TABLE>
<CAPTION>




3.4  Non-Qualified Stock Option (incorporated by reference from Company's
     Form 10-QSBA (Amended) as at July 31, 2002 filed on April 22, 2003
<S>                                                                     <C>

3.5  Audit Committee Charter (incorporated by reference from the Company's
     Form 10-QSBA (Amended) as at July 31, 2002 filed on April 22, 2003

Exhibit A - Glossary of Geological and Technical Terms . . . . . . . . . . . . . . 45
</TABLE>




                                      -31-
<PAGE>






                                   SIGNATURES



In  accordance  with  Section  13  or  15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                RUBINCON VENTURES INC.
                                ----------------------



                           By:     /s/ "Ted Reimchen"
                           ---     ------------------
                                      Ted Reimchen
                                 President and Director


        Date:  January 9, 2004


In  accordance  with  the  Exchange  Act,  this  report  has  been signed by the
following  persons  on behalf of the registrant and in the capacities and on the
dates  included:


                           By:     /s/ "Ted Reimchen"
                           ---     ------------------
                                      Ted Reimchen
                                   President Director


         Date:  January 9, 2004


                           By:     /s/ "Irene Campany"
                           ---     -------------------
                                      Irene Campany
                             Secretary Treasurer and Director


         Date:  January 9, 2004



                        By:     /s/ "Martine Rummelhoff"
                        ---     ------------------------
                                    Martine Rummelhoff
                                         Director


         Date:  January 9, 2004



                                      -32-
<PAGE>




SELLERS  AND ANDERSEN, L 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

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,  2003,  and  the  statement  of
operations,  stockholders' equity, and cash flows for the year ended January 31,
2003 and 2002 and the period February 2, 1999 (date of inception) to January 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.

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 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,  2003,  and the results of operations, and cash flows for the years
ended  January  31,  2003  and  2002  and  the  period February 2, 1999 (date of
inception)  to  January  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.  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/  "Sellers  and Andersen LLC"
April  26,  3002


                                      -33-
<PAGE>





                             RUBINCON VENTURES INC.
                           (Exploration Stage Company)

                                 BALANCE  SHEET

                                January 31, 2003


<TABLE>
<CAPTION>




ASSETS
<S>                                                        <C>
CURRENT ASSETS


     Bank . . . . . . . . . . . . . . . . . . . . . . . .  $         88
                                                           =============


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

      Accounts payable. . . . . . . . . . . . . . . . . .  $     16,585
      Accounts payable - related parties. . . . . . . . .        38,076
                                                           -------------

             Total Current Liabilities. . . . . . . . . .        54,661
                                                           -------------

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 . . . . . . . . . . .        40,800

     Deficit accumulated during the exploration stage . .       (97,774)
                                                           -------------

           Total Stockholders' Deficiency . . . . . . . .       (54,573)
                                                           -------------

                                                           $         88
                                                           =============
</TABLE>






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


                                      -34-
<PAGE>



                             RUBINCON VENTURES INC.
                           (Exploration Stage Company)

                            STATEMENT  OF  OPERATIONS

          For the Years Ended January 31, 2003 and 2002 and the Period
            February 2, 1999 (date of inception) to January 31, 2003



<TABLE>
<CAPTION>




                              JAN 31,      JAN 31,     FEB 2, 1999 TO
                               2003         2002        JAN 31, 2003
                             --------     --------     --------------
<S>                         <C>          <C>          <C>
REVENUES . . . . . . . . .  $       -     $      -        $      -

EXPENSES . . . . . . . .       31,276       24,135           97,774
                             --------     --------         --------

NET LOSS . . . . . . . . .  $ (31,276)    $(24,135)       $ (97,774)
                              ========     ========         ========



NET LOSS PER COMMON SHARE

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


AVERAGE OUTSTANDING SHARES

     Basic . . . . . . . .  2,400,820     2,400,820
                            =========     ==========
</TABLE>










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


                                      -35-
<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>
<CAPTION>




                                                                         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)

Contributions to capital by related parties -
    expenses - 2001 - 2002 . . . . . . . . . .           -         -         10,200              -

Net operating loss for the year ended
    January 31, 2002 . . . . . . . . . . . . .           -         -              -        (24,135)

Contributions to capital by related parties -
    expenses - 2002 - 2003 . . . . . . . . . .           -         -         10,200              -

Net operating loss for the year ended
    January 31, 2003 . . . . . . . . . . . . .           -         -              -        (31,276)
                                                ----------    ------       --------       ---------

BALANCE, JANUARY 31, 2003. . . . . . . . . . .   2,400,820   $  2,401  $     40,800      $ (97,774)
                                                ==========     ======      ========        ========
</TABLE>





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


                                      -36-
<PAGE>



                             RUBINCON VENTURES INC.
                           (Exploration Stage Company)

                           STATEMENT  OF  CASH  FLOWS

           For the Year Ended January 31, 2003 and 2002 and the Period
            February 2, 1999 (date of inception) to January 31, 2003


<TABLE>
<CAPTION>





                                                           JAN 31,       JAN 31,     FEB 2, 1999 TO
                                                            2003          2002        JAN 31, 2003
                                                        -----------     --------      ------------ -
<S>                                                     <C>            <C>          <C>               <C>
CASH FLOWS FROM
     OPERATING ACTIVITIES:

     Net loss. . . . . . . . . . . . . . . . . . . . .  $  (31,276)  $  (24,135)      $   (97,774)

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

          Changes in accounts payable. . . . . . . . .      21,148       13,660            54,661
          Contributions to capital - expenses. . . . .      10,200       10,200            40,800
                                                         ---------      -------           --------

               Net Cash Flows used in Operations . . .          72         (275)           (2,313)
                                                         ---------       -------          --------

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


CASH FLOWS FROM FINANCING
     ACTIVITIES:

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

     Net Change in Cash. . . . . . . . . . . . . . . .          72         (275)               88

     Cash at Beginning of Period . . . . . . . . . . .          16          291                 -
                                                          --------      --------        ----------

     CASH AT END OF PERIOD . . . . . . . . . . . . . .  $       88   $       16       $        88
                                                          ========      =======         =========


SCHEDULE OF NONCASH OPERATING ACTIVITIES

Contributions to capital by related parties - expenses
      1999 - 2003                                       $   10,200   $    10,200      $    40,800
                                                            ======      ========          =======
</TABLE>





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


                                      -37-
<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,  2003,  the  Company  had a net operating loss carry forward of
$97,774.  The  tax benefit of $29,332 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  starting  in  2020  through  2023.

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.


                                      -38-
<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 claim
acquired  (Note  3)  are  unknown  and therefore any estimate of any future cost
cannot  be  made.


Unproven Mining  Claim  Costs

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

Cost  of  acquisition,  exploration, carrying, and retaining unproven properties
are  expensed  as  incurred.

Financial  and  Concentrations  Risk
------------------------------------

The  Company  does  not have any concentration or related financial credit risk.

Revenue  Recognition
--------------------


Revenue is recognized on the sale and delivery of product or the completion of
services  provided when and if revenue is received.  There can be no assurance
that any revenue will be received.


Statement  of  Cash  Flows
--------------------------


For  the  purposes  of  the  statement  of cash flows, the Company considers all
highly  liquid  investments  with  a maturity of three months or less to be cash
equivalent.  The Company does not have any highly liquid investments with three
months or less maturity to be cash equivalents to consider at the present time.


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

Management  uses  estimates and assumptions in preparing financial statements in
accordance with accounting principles generally accepted in the United States of
America.  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.


                                      -39-
<PAGE>



                             RUBINCON VENTURES INC.
                           (Exploration Stage Company)

                        NOTES  TO  FINANCIAL  STATEMENTS




2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  -  CONTINUED

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.


3.     UNPROVEN MINERAL CLAIMS


On  February  7,  2000  the  Company  acquired a mineral claim known as the
Bridge  Claim  located  in  the  Bralorne  district  of British Columbia with an
expiration  date  of February 7, 2004.   The claim has not been proven to have a
commercially  minable  ore  reserve  and  therefore all costs of exploration and
retaining  the  property  have  been  expensed.

4.     SIGNIFICANT  TRANSACTIONS  WITH  RELATED  PARTY

Officers-directors, and their controlled entities, have acquired 13% of the
outstanding  common  stock and have made no interest, demand loans of $38,076 to
the Company, and have made contributions to capital of $40,800 by the payment of
Company  expenses.

5.     NON-QUALIFIED  STOCK  OPTION  PLAN

On  August  20,  2002,  the stockholders of the Company approved a Non-Qualified
Stock Option Plan which provides for the issuance of a maximum of 240,000 common
shares  of  the  Company  for  future  purchase  by  key  employees, independent
contractors,  technical advisors or directors of the Company at a price of $0.15
per  share.  The  Plan  will  be  in effect for ten years.   No shares have been
issued  under  the  plan  on  the  date  of  this  report.

6.     GOING  CONCERN

The  Company  will  need additional working capital to service its debt and
for  its  planned  activity, which raises substantial doubt about its ability to
continue  as  a going concern. Continuation of the Company as a going concern is
dependent  on  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, and
payment  of  Company expenses by its officers', which will enable the Company to
operate  for  the  coming  year.


                                      -40-
<PAGE>