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

                                   FORM 10-KSB

(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,  2004
                                               ------------------

(  )     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-
                                                                    ------------

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.


                                      -1-
<PAGE>



As  at  January 31, 2004, 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, 2004, 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
                                                                           Page
                                                                           ----
<TABLE>
<CAPTION>




PART I
--------

ITEM 1.     DESCRIPTION OF BUSINESS                                           4
<S>                                    <C>                                     <C>
ITEM 2. . . DESCRIPTION OF PROPERTY                                          11

ITEM 3. . . LEGAL PROCEEDINGS                                                16

ITEM 4. . . SUBMISSION OF MATTERS TO VOTE OF SECURITIES.
.. . . . . . . .HOLDERS                                                       16

PART II
---------

ITEM 5. . . MARKET FOR COMMON EQUITY AND RELATED
 . . . . . . .  STOCKHOLDER MATTERS                                          17

ITEM 6. . . MANAGEMENT'S DISCUSSION AND ANALYSIS OR
.. . . . . . . . PLAN OF OPERATION                                            17

ITEM 7. . . FINANCIAL STATEMENTS                                             19

ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH
                ACCOUNTANTS ON ACCOUNTING
 . . . . . . . .AND FINANCIAL DISCLOSURE                                     19

ITEM 8A.. . CONTROLS AND PROCEDURES                                          20

PART III
----------

ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS,
                PROMOTERS, AND CONTROL PERSONS,
                COMPLIANCE WITH SECTION 16 (a) OF THE
 . . . . . . .  EXCHANGE ACT                                                 20

ITEM 10.. . EXECUTIVE COMPENSATION                                           24

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

ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED
.. . . . . . . . TRANSACTIONS                                                 27

PART IV
---------

ITEM 13.. .  EXHIBITS AND REPORTS                                            28

ITEM 14.. .  PRINCIPAL ACCOUNTANT FEES AND SERVICES                          30

             SIGNATURES. . . . . . . . . . . . .                             39
</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 five 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  on  February  28,  2002  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
minerals  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.  In February 2004,
the Company paid cash-in-lieu of performing work to maintain the Bridge claim in
good  standing  until  December  27,  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
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.


                                      -4-
<PAGE>



     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. On March 11,
2004,  the  Company  filed an amended SB-2 and a preliminary proxy statement. It
filed  an  amended  10-KSB  for January 31, 2003. The Company also filed amended
10-QSB's  for  April 30, 2003 and July 31, 2003.  The Company distributed to its
shareholders  an annual report for the fiscal year ended January 31, 2003, which
included the audited financial statements, information circular and proxy (refer
to  page  16).

     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.  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.

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.

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


                                      -5-
<PAGE>



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, 2004 of $132,131.  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,
2004,  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.

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 26 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-
<PAGE>



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  Vice-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  though  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  21).  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.

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 affairs of 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  15  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


                                      -7-
<PAGE>



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  it  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 ever
be  found on the Bridge claim since the statistics of finding an ore body on any
given  claim  is  extremely  remote.

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 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  nearness  to  the  Bridge  claim  of milling


                                      -8-
<PAGE>



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.

     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 and milling its ore
in  the same area that the Company is exploring the Bridge claim.  Eventually 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


                                      -9-
<PAGE>



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.

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 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.

Contemplated  future  financing

     Under  the  Amended  Form  SB-2,  filed with the SEC on March 11, 2004, 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 14.             32,000          32,000
        Phase II - page 14                  -          64,000
        Working capital. .                500          41,500
                                     --------        --------
                                     $ 45,000        $150,000
                                     ========        ========
</TABLE>


                                      -10-
<PAGE>



     The  above  use  of  proceeds  from  the  SB-2  offering does not take into
consideration  Phase  III of the recommended exploration program (page 13).  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.

     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.


                                      -11-
<PAGE>



Geology

     The  following  information  is based on information provided to management
and  various  reports  of consultants. 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.  The  definitions  of  geological words used in this
section  is  defined  under  Appendix  A  on  page  40.

     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>




                             MINED          GOLD         SILVER
                            (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         5,933           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


                                      -12-
<PAGE>



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.

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


                                      -13-
<PAGE>



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

     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  as  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.

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


                                      -14-
<PAGE>



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.

Assessment  work  for  2004

     After  the  year-end,  on  February  3,  2004,  the  Company  purchased PAC
(Portable  Assessment  Credits)  grants  in  the  amount of $3,194 to be applied
against the Bridge claim to maintain it in good standing.  With snow conditions,
no  work could be done on the Bridge at the time the assessment work was due for
filing.  The  PAC grants can be applied to the Bridge claim in lieu of work done
on  the  property.   The  billable  portion of this (30%) plus federal taxes was
$1,025.  Filing  fees to the Ministry of Finance of $172 made a total of $1,197.
The anniversary date of the Bridge was changed to December 27, 2004.  The Bridge
is  in  good  standing  until  that  date.

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.


                                      -15-
<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 September 5, 2003, the Second Annual General Meeting of Shareholders was
     held  wherein  the  shareholders  approved  the  following  matters:

1.   The  election  of  Ted  Reimchen,  Irene Campany and Martinne Rummelhoff as
     directors  to  serve until the 2004 Annual General Meeting of Shareholders.

2.   The  approval  of  Sellers  and  Andersen  LLC  as  auditors to examine the
     financial  statements  for  the  fiscal  year  ended  January  31,  2004.

3.   To  receive  the audit report of Sellers and Andersen LLC and the financial
     statements  for  the  year  ended  January  31,  2003.

4.   To  address  any  other  business  brought  forth  at  the  Meeting.


     There are 2,400,820 common shares outstanding as at the record date of July
     31,  2003  of  which  the  following  were  represented  at  the  Meeting:

               Represented  in  person:            390,820  shares
               Represented  by  proxy:           1,335,000  shares

     The  number  of shares so represented were 1,725,820 shares or 71.9 percent
     of  the  issued  and  outstanding  shares  in the capital stock of Rubincon
     Ventures  Inc.

     There  was  no  other  business  brought  forth at the Meeting under Item 4
     above.

Unfortunately the Company's information did not comply with SEC regulations.  On
May  28,  2004,  the Company will seek approval for those proposals in which the
shareholders  approval  is  necessary.   The  two  motions  to  be passed by the
shareholders  on  May  28,  2004  will  be:

a.   to  elect  three (3) directors to hold office until the next Annual Meeting
     of  Stockholders  or  until their successors are elected and qualified; and

b.   ratify  the  selection  of Madsen & Associates, CPA's Inc. as the Company's
     independent  accountants.


                                      -16-
<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,  2004  the  Company  had  32
shareholders;  two  of  these  shareholders  are  officers  and directors of the
Company.

     During  the  last  four  years  the  Company  has not issued any additional
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,  2004  there  were  2,400,820  shares outstanding.

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

     As  at  January  31,  2004,  the Company had $118 in assets, and $78,848 in
liabilities,  including  cash  or  cash  equivalents  amounting  to  $118.  The
liabilities  of  $78,848  are  amounts  of  $15,055 accrued for audit, legal and
accounting,  $7,681  for transfer agent fees, $2,974 for office expenses, $5,000
for  consulting fees and $3,630 for filing fees and the amount of $47,496 due to
directors.  A  debit  balance  of $2,988 is due from a legal firm, and is offset
against  accounts  payable.

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

<TABLE>
<CAPTION>




        Accounting and auditing                  (i)            $5,650
<S>                                             <C>       <C>
        Bank charges . . . . . . . . . . . . . . (ii)              120
        Edgar filing fees. . . . . . . . . . .   (iii)             900
        Filing fees. . . . . . . . . . . . .     (iv)              300
        Franchise taxes - Delaware . . . . .      (v)              100
        Legal. . . . . . . . . . . . . . . . .   (vi)           10,000
        Miscellaneous expenses . . . . . . .     (vii)           3,000
        Office expenses. . . . . . . . .. . .    (viii)          1,000
        Property maintenance . . . . . . . .      (ix)           2,865
        Transfer agent's fees. . . .. . . .       (x)            2,200
                                                               -------
        Total estimated expenses before account
            payable as stated below. . . . . .                  26,135
        Accounts payable - January 31, 2004. . . . . .          31,352
                                                               --------
        Estimated expenses for the next twelve months.        $ 57,487
                                                              ========
</TABLE>


                                      -17-
<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,  2004               Form  10KSB     $  2,650
             April  30,  2004                 Form  10QSB        1,000
             July  31,  2004                  Form  10QSB        1,000
             October  31,  2004               Form  10QSB        1,000
                                                               -------
                                                              $  5,650
                                                              ========

(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
                                                          ----
                                                        $  900
                                                           ===

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

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

(vi)Legal  costs  associated with the filing of the Form SB-2 has been estimated
     at  $10,000.  In  February  2004,  the  Company paid $5,000 to Bartel Eng &
     Schroder,  attorneys at law, Sacramento, California. The estimated residual
     balance  of  $5,000  is  for future services during the next twelve months.

(vii)  Miscellaneous  costs have been estimated to cover any expenses management
     is  unaware  of  at  this  time.

(viii)Office  expenses  comprise  photocopying,  fax  and  delivery  charges.

(ix) The  cost  of  maintaining the Bridge claim in good standing until December
     27,  2004  is approximately $2,865. 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  after  December  27,  2004.

(x)  The annual charge to the transfer agent is $1,200 and the interest cost has
     been  estimated at $1,000 for the forthcoming year. The cost of issuance of
     share certificates to new investors under the Form SB-2 has been considered
     under  issuance  and  distribution  costs  of  $12,500  for  monies  raised
     therefrom.

     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 officers 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.


                                      -18-
<PAGE>



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

     The  Company  has  had  no  revenue  to  date.  The Company is still in the
exploration  stage.

     The  Company  does  not have any leased premises, and there are no plans to
hire  any  employees  during  the next twelve months. There are no plans for the
acquisition  of  any  plant  or  equipment.


                          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


On  February  5,  2004,  the  Company  dismissed  Sellers & Andersen, LLC as the
independent  accountants.   This  action  was  approved  by the directors of the
Company.  The  Company  appointed  Madsen  &  Associates,  CPA's  Inc.  as  the
independent  accountants.

The reports of Sellers & Andersen LLC for the financial statements as at January
31,  2003  and  through  the  subsequent interim periods ended February 5, 2004,
contained  no adverse opinion or disclaimers of opinion and were not modified or
qualified  as  to  audit  scope  or  accounting  principles,  but  did  contain
modifications  as  to  the  Company's  ability  to  continue as a going concern.

During  the  fiscal  year  ended  January  31,  2003, and through the subsequent
interim  period  ended February 5, 2004, to the best of the Company's knowledge,
there  have been no disagreements with Sellers & Andersen, LLC on any matters of
accounting  principles  or  practices,  financial statement disclosure, or audit
scope  or  procedures, which disagreement if not resolved to the satisfaction of
Sellers  &  Andersen, LLC would have caused them to make reference in connection
with  its  report  on  the  financial  statements of the Company for such years.

During  the  fiscal  year ended January 31, 2003, and through subsequent interim
period  ended  February  5,  2004,  Sellers  &  Andersen, LLC did not advise the
Company  on  any  matters set forth in Item 304 (a)(1)(iv)(B) of Regulation S-B.

For  the  financial  statements  for the fiscal years ended January 31, 2003 and
2002,  the  Company  has  not  consulted  with  Madsen  &  Associates CPA's Inc.


                                      -19-
<PAGE>



regarding  (i)  the  application  of  accounting  principles  to  a  specific
transaction,  either  completed  or  proposed, or the type of audit opinion that
might  be  rendered on the Company's financial statements, and no written report
or  oral advice was provided to the Company by concluding there was an important
factor  to  be  considered  by  the  Company  in  reaching  a  decision as to an
accounting,  auditing  or financial reporting issue; or (ii) any matter that was
either  the  subject  of  a  disagreement,  as  that term is defined in Item 304
(a)(1)(iv)(A) of Regulation S-B or an event, as that term is defined in Item 304
(a)(1)(iv)(B)  of  Regulation  S-B.


                        ITEM 8A. CONTROLS AND PROCEDURES


(a)     Evaluation  of  Disclosure  Controls  and  Procedures
        -----------------------------------------------------

The  Company's  Chief  Executive  Officer  and  Chief  Financial  Officer, after
evaluating  the  effectiveness  of  the  Company's  controls  and procedures (as
defined  in the Securities Act of 1934 Rule 13a 14(c) and 15d 14 (c) of the date
within  90  days  of  the  filing  of  this  annual  report  on Form 10-KSB (the
"Evaluation Date"), have concluded that as of the Evaluation Date, the Company's
disclosure  controls  and  procedures were adequate and effective to ensure that
material  information  relating  to  it  would  be  made  known to it by others,
particularly during the period in which this quarterly report on Form 10-KSB was
being  made.

(b)     Changes  in  Internal  Controls
        -------------------------------

There were no significant changes in the Company's internal controls or in other
factors  that  could  significantly affect the Company's disclosure controls and
procedures  subsequent  to the Evaluation Date, nor any significant deficiencies
or  material  weaknesses  in  such  disclosure controls and procedures requiring
corrective  actions.

                                    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, 2004, 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. . .. . . . .  62      President and Director          2002

     Irene Campany               62      Secretary-Treasurer and
   . . . . . . . . .                        Director                     2001

     Martine Rummelhoff. . .. .  45      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


                                      -20-
<PAGE>



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  is a professional geologist having graduated with a Bachelor
of Science degree in geology and botany from the University of Alberta in Canada
in  1966  and in 1968 obtained his Masters of Science degree in geology from the
same  university.  He  is  a  member  of  the  following  organizations:

          Professional  Engineers  and  Geoscientists  of  British  Columbia;
          Association  of  Professional  Engineers,  Geophysicists  and
              Geologists of Alberta;
          American  Association  of  Exploration  Geochemists;
          American  Society  of  Wetland  Scientists;
          Canada  Center  of  Remote  Sensing;
          President's  Council,  1908  Society,  University  of  Alberta;  and
          Remote  Sensing  Society  of  Canada,  USA  and  ESA.

     Between  1968  and  1971, he worked for Geological Survey of Canada mapping
some  5,000  miles  in  Dawson  Creek,  British  Columbia and published a report
entitled  "A  Geological  Life  History"  in  the  Royal  Ontario  Museum  of
Archaeological  Series  in  1972.  Over  the next 30 years, Mr. Reimchen wrote a
number  of  papers  and  reports  which  were  published in various professional
journals  in  Canada.  Between 1972 and 1980, he worked for Syncrude Canada Ltd.
on  the  tar  sands  project  in  Northern Alberta, Canada, doing detailed field
mapping,  trenching and drilling combined with determination of the geotechnical
parameters  used  to  predict  the  behavior of overburden.   Subsequent to this
assignment,  Mr Reimchen was engaged as a consultant and located 100,000,000 ton
gypsum  deposit  in  the  southern  Canadian Rockies for Genestar Ltd. utilizing
satellite  digital  data.  Between  1980 and 1990, he worked as a consultant for
such  companies  as Ratnapura Gold and Gem Ltd. in Sri Lanka performing economic
evaluations and mining appraisal, Westcan Minerals Ltd. exploring and evaluating
an  alluvial  gold,  ilmenite  and garnet property on the island of Bopol in the
Philippines  and  Imperial Metals Ltd. exploring, recovery plant design and mine
planning for gold and platinum in the KotZebue Sound, Alaska.   Between 1990 and
1997,  he  was engaged as a consultant for such companies as Praetorian Minerals
Limited  exploring  and evaluating ilmenite, rutile, monazite, leucoxene, garnet
and  gold  in Hainan Island, China, United Liberty Resources evaluating alluvial
diamonds  and  gold  in  the  Dompin  Area of southern Ghana and Ibcol Technical
Services  exploring and evaluating gold and diamonds in the Amazon Para Province
of  Mato  Grosso  in  Brazil.

     For the past seven years, Mr. Reimchen has been Vice-President and Director
of  Zarcan  Minerals  Inc.  ("Zarcan")  where  he  has been actively involved in
Zarcan's alluvial diamond prospects in Brazil by coordinating and overseeing all
facets  of  its  exploration program.   In addition, he has been responsible for
the  exploration  of  Zarcan's  gold  property in Iran.  These two projects have
basically taken virtually all of Mr. Reimchen's time during the last five years.
The  diamond  property  in  Brazil  has  been  put  on hold for the present time
resulting  in  Mr.  Reimchen  spending  some of his time on the gold property in
Iran.   If  Mr.  Reimchen  is  not  available  to oversee the actual exploration
activities  on  Rubincon's  gold property, which should not be the case, he will
engage  the  services  of  a  geologist  to  oversee the project.  Pegasus Earth
Sensing  Corporation is a private company owned 100% by Mr. Reimchen and is used
by  him  to  invoice  various  consulting  engagements  he  undertakes.

     Mr.  Reimchen  became  a  director  of  Rubincon  on  July  8, 2002 and was
appointed  President  on the same day and re-elected as a director at the Annual


                                      -21-
<PAGE>



General  Meeting  of  Stockholders  held on August 20, 2002 and subsequently was
appointed  by  the  Board  of  Directors  as  President  of  Rubincon.

     IRENE CAMPANY graduated from Holy Roode Secondary School in Scotland in the
early  1960's.   In  1967  she  departed  Scotland  and came to Canada where she
practiced  her specialty in geriatrics which resulted in Ms. Campany funding and
operating a rest home in St. Catherines, Ontario, Canada for the older citizens.
In this position, she was responsible for patient care, administration functions
such  as hiring personnel and professional staff, payroll, supplies and purchase
of  food.  In  1980, she moved to British Columbia, Canada and started and owned
IMS  Insurance Medical Services Ltd. which became the largest paramedical supply
company  in  that  province  employing  200  doctors  and  over 100 nurses.  Her
responsibilities  were  the  hiring  of  personnel,  both  professional  and
administrative,  payroll,  organizing  the  distribution  of  products  and  the
purchasing  of  required  equipment  and supplies.  She sold her business in the
early  1990s  and  in  1992  she joined her husband's family security firm named
Laurenian  Financial  Services  Ltd.  where  she  was  responsible for assisting
individuals  and companies with their investment portfolios.  Ms. Campany worked
with  this  firm  until  2000  when she departed and joined Strategic Management
Consultants  Inc.  which is a speakers' bureau serving Canada, United States and
Australia  and  is also a consulting group specializing in business development,
change management and customer services.   She acts as a motivational speaker on
financial  risk  management,  life  skills  and  motivation.   Outside  her work
environment  she  also  teaches lifestyles and nutrition skills to older people.
She  is  still  employed  with  Strategic  Management  Consultants  Inc.

     She  became  a  director  of  Rubincon  on March 12, 2001 and was appointed
Secretary  Treasurer  on  the  same  day. At the First Annual General Meeting of
Shareholders held on August 20, 2002, the shareholders elected her to serve as a
director for a second term and the Board of Directors appointed her as Secretary
Treasurer on the same day.  On October 8, 2002, the Board of Directors appointed
Ms.  Campany  as  Chief  Financial  Officer.

     MARTINE  RUMMELHOFF  was born in Daveluyville, Quebec, Canada and graduated
from  high school in 1976.  After high school she attended community college for
two  years  taking  a  diploma  course  in restaurant management.   In 1980, she
completed  her  training  in  restaurant management which gave her the skills in
administration,  ordering  of  food  and  supplies and problem solving regarding
personnel and customers.   From 1981 to 1985 she managed the Simon Fraser Inn in
Prince George and subsequently the Crest Hotel in Prince Rupert, both in British
Columbia, Canada, where she was responsible for the day to day operations of all
food  services  within  the  hotel including restaurants, bars and room service.
In  1987  she became the manager of Norsk Mechanical Limited, a major mechanical
company  who  installed  and  supplied  plumbing  fixtures  for projects such as
apartment  buildings,  senior  centers and town house developments; for example,
The  Scotsdale  in  Penticton, British Columbia.   While employed with Norsk she
was  responsible  for all contracts, overseeing the accounting looking after all
aspect  of the office.   In  1991, she met her present husband and together they
incorporated  Norseman  Plumbing  of Vancouver, British Columbia on December 23,
1996 where she was responsible for quotations on work, securing future contracts
for  work,  hiring  personnel, bookkeeping and other activities are periodically
required  by  the  company.   Norseman  Plumbing  is  a  company  which performs
installations  and  services  of  plumbing  equipment;  both  residential  and
commercial.  Since its formation, Norseman Plumbing has opened branch offices in
Kitmat,  British  Columbia,  San  Diego and San Francisco, California.   For the
past  five  years,  Ms.  Rummelhoff  has  been  employed with Norseman Plumbing.

     Ms.  Rummelhoff  became  a  director  of Rubincon on March 12, 2001 and was
again appointed a director at the Annual General Meeting of Stockholders held on
August  20,  2002.


                                      -22-
<PAGE>



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  15  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);

(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


                                      -23-
<PAGE>



     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, 2004, 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     Chief  Executive  Officer           Form 3         December
                   President  and  Director                          12,  2002

Irene Campany     Chief Financial Officer             Form 3         August 12,
                  Secretary  Treasurer  and                          2002
                       Director                       Form  5        January 2,
                                                                     2004

Martine Rummelhoff     Director                       Form 3         August 12,
                                                                     2002
                                                      Form  5        January 2,
                                                                     2004

The  Audit  Committee  of  Rubincon  currently  consists  of Ted Reimchen, Chief
Executive  Officer and President and Martinne Rummelhoff, director.  The general
function  of  the  audit  committee  is  to  review  the  overall audit plan and
Rubincon's  system  of  internal  control, to review the results of the external
audit,  and  to  resolve  any  potential  dispute with Rubincon's auditors.  The
percentage  of common shares beneficially owned, directly or indirectly, or over
which  control  or  direction  is  exercised  by  all  directors and officers of
Rubincon,  collectively,  is  approximately 13.1 percent of the total issued and
outstanding  shares.  The  Audit  Committee  has  not  met  since its formation.


                        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,  2004.

     The  following table sets forth compensation paid or accrued by the Company
for  the  last  three  years  ended  January  31,  2004:


                                      -24-
<PAGE>



                      SUMMARY COMPENSATION TABLE ( 2002, 2003 AND 2004)

                                          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-
Name and Principal                          Comp.    awards    SAR     payouts   sation
     position.       .  Year     Salary     ($)       ($)      (#)       ($)      ($)
-------------------   -------  --------- --------  --------  -------- --------  ---------
Ted Reimchen. . . . . . 2002      -0-       -0-       -0-      -0-      -0-       -0-
President, and. . . . . 2003      -0-       -0-       -0-      -0-      -0-       -0-
Director. . . . . . . . 2004      -0-       -0-       -0-      -0-      -0-       -0-

Irene Campany           2002      -0-       -0-       -0-      -0-      -0-       -0-
Secretary Treasurer . . 2003      -0-       -0-       -0-      -0-      -0-       -0-
and Director.           2004      -0-       -0-       -0-      -0-      -0-       -0-

Martine Rummelhoff.     2002      -0-       -0-       -0-      -0-      -0-       -0-
Director . . . . . .    2003      -0-       -0-       -0-      -0-      -0-       -0-
.. . . . . . . . . . .   2004      -0-       -0-       -0-      -0-      -0-       -0-
</TABLE>




BONUSES  AND  DEFERRED  COMPENSATION

     Refer  to  Item  11  - "Security Ownership of Certain Beneficial Owners and
Management  "  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
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  $30,000.

     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.


                                      -25-
<PAGE>



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, 2004, 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     of Class
-----------------------------  ------------  --------------  ---------
<S>                            <C>           <C>             <C>
       IRENE CAMPANY                  Direct           200,000          8.4 %
       3340 Henry Street              Indirect          40,000 (2)      1.6 %
       Port Moody, B.C. . . .
       Canada, V3H 2K5. . . .

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

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




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

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

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.


                                      -26-
<PAGE>



     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,  2004, 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.

EQUITY  COMPENSATION  PLAN  INFORMATION

<TABLE>
<CAPTION>




                                       Number of
                                   securities to be
                                      Issued upon                    Weighted average              Number of
                                      exercise of                  exercise price of              securities
                                      outstanding                     outstanding                  remaining
                                       options,                          options,                  available
                                       warrants                          warrants                  for future
Plan category                         and rights                        and rights                  issuance

                                          (a)                              (b)                         (c)
<S>                                <C>                <C>                                              <C>
Equity
compensation plans approved by         240,000                      Not outstanding                  240,000
security holders. . . . . . . . .

Equity
compensation plans                      None                             None                         None
not approved by
security holders

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.


                                      -27-
<PAGE>



INDEBTEDNESS  OF  MANAGEMENT

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

TRANSACTIONS  WITH  PROMOTERS

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

                                     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 Madsen & Associates, CPA's Inc. . . . . . . . . . . . . . . .        31

Balance Sheet as at January 31, 2004. . . . . . . . . . . . . . . . . .        32

Statement of Operations for the Year Ended January 31, 2004 and 2003
    and the Period from February 2, 1999 (date of inception) to
    January 31, 2004. . . . . . . . . . . . . . . . . . . . . . . . . .        33

Statement of Changes in Stockholders' Equity for the Period from
    February 2, 1999 (date of inception) to January 31, 2004. . . . . .        34

Statement of Cash Flows for the Year Ended January 31, 2004 and 2003
    and the Period from February 2, 1999 (date of inception) to
    January 31, 2004. . . . . . . . . . . . . . . . . . . . . . . . . .        35

Notes to the Financial Statements . . . . . . . . . . . . . . . . . . .        36

(A) (2)   FINANCIAL STATEMENT SCHEDULES

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

None.


                                      -28-
<PAGE>



(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)

3.4  Non-Qualified  Stock  Option  Plan  (incorporated  by  reference  from  the
     Company's  Form  10-QSBA  (Amended)  filed  on  April  22,  2003)

14.  Code  of  Ethics  (incorporated  by reference from the Company's Definitive
     Proxy  Statement  filed  on  April  19,  2004)

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

99.1 Certificate  Pursuant  to  Section 301(a) of the Sarbanes Oxley Act of 2002
     (Chief  Executive  Officer,President  and  Director)

99.2 Certification of the Chief Executive Officer Pursuant to Section 906 of the
     Sarbanes  Oxley  Act  of  2002

99.3 Certificate  Pursuant  to  Section  301(a)  of  the  Sarbanes  Oxley Act of
     2002(Secretary  Treasurer  and  Director)

99.4 Certification  of  Secretary  Treasurer  Pursuant  to  Section  906  of the
     Sarbanes  Oxley  Act  of  2002

(b)  Reports on Form 8-K

     - Filed on September 8, 2003 regarding the Second Annual
        Meeting of  shareholders

     - Filed on January 5, 2004 an amended Form 8-K regarding
        the Second  Annual Meeting of shareholders

     - Filed on February 13, 2004 and dated February 5, 2004
        regarding the change of Rubincon's certifying accountants
        from Sellers and Andersen LLC to Madsen & Associates CPA's
        Inc.
</TABLE>


                                      -29-
<PAGE>




                ITEM  14.  PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES


(1)     Audit  Fees

The aggregate fees billed by the independent accountants for the last two fiscal
years  ended  January  31,  2004  for professional services for the audit of the
Company's  annual  financial statements and the review included in the Company's
Form  10-QSBs  and  services  that  are  normally provided by the accountants in
connection with statutory and regulatory filings or engagements for those fiscal
years  were  $6,800.

(2)     Audit-Related  Fees

The aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountants that are reasonably related to the
performance of the audit or review of the Company's financial statements and are
not  reported  under  Item  9  (e)(1)  of  Schedule  14A  was  NIL.

(3)     Tax  Fees

The aggregate fees billed in each of the last two fiscal years ended January 31,
2004  for  professional  services  rendered by the principal accountants for tax
compliance,  tax  advise,  and  tax  planning  was  $200.

(4)     All  Other  Fees

During  the  last  two  fiscal  years  there  were  no other fees charged by the
principal  accountants  other  than  those  disclosed  in  (1)  and  (3)  above.

(5)     Audit  Committee's  Pre-approval  Policies

At  the present time, there are not sufficient directors, officers and employees
involved  with  the  Company to make any pre-approval policies meaningful.  Once
the  Company  has  elected  more  directors and appointed directors to the Audit
Committee  it  will  have  meetings  and  function  in  a  meaningful  manner.

(6)     Audit  hours  incurred

The  principal  accountants  did  not spend greater than 50 percent of the hours
spent  on  the  accounting  by  the  Company's  internal  accountant.


                                      -30-
<PAGE>




MADSEN  &  ASSOCIATES,  CPA's INC.                  684 East Vine  Street,  #3
---------------------------------
Certified  Public  Accountants  and  Business         Murray,  Utah,  84107
Consultants  Board
                                                     Telephone  801-268-2632
                                                         Fax     801-262-3978

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.
(pre-exploration  stage company) at January 31, 2004, and the related statements
of  operations, stockholders' equity, and cash flows for the years ended January
31, 2004 and 2003 and the period February 2, 1999 (date of inception) to January
31,  2004.  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  audit.

We  conducted our audit 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 financial
statements  are free of material misstatement. An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management  as  well as evaluating the overall
financial  statements  presentation.  We  believe  that  our  audit  provides  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,  2004,  and the results of operations, and cash flows for the years
ended  January  31,  2004  and  2003  and  the  period February 2, 1999 (date of
inception)  to  January  31,  2004,  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 for 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 the notes to the
financial  statements. These financial statements do not include any adjustments
that  might  result  from  the  outcome  of  this  uncertainty.


Murray,  Utah                       /s/  "Madsen  &  Associates,  CPA's  Inc."
April 28, 2004

                                      -31-
<PAGE>








                             RUBINCON VENTURES INC.
                         (Pre-Exploration Stage Company)

                                 BALANCE  SHEET

                                January 31, 2004


<TABLE>
<CAPTION>




ASSETS
<S>                                                        <C>
CURRENT ASSETS

     Bank . . . . . . . . . . . . . . . . . . . . . . . .  $       118
                                                           ------------

                                                           $       118
                                                               ========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

      Accounts payable. . . . . . . . . . . . . . . . . .  $    31,352
      Accounts payable - related parties. . . . . . . . .       47,496
                                                               --------

             Total Current Liabilities. . . . . . . . . .       78,848
                                                               --------

STOCKHOLDERS' DEFICIENCY

     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 . . . . . . . . . . .       51,000

     Deficit accumulated during the pre-exploration stage     (132,131)
                                                           ------------

           Total Stockholders' Deficiency . . . . . . . .      (78,730)
                                                              ---------

                                                           $       118
                                                                =======
</TABLE>






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


                                      -32-
<PAGE>




                             RUBINCON VENTURES INC.
                           (Exploration Stage Company)

                            STATEMENT  OF  OPERATIONS

          For the Years Ended January 31, 2004 and 2003 and the Period
            February 2, 1999 (date of inception) to January 31, 2004



<TABLE>
<CAPTION>




                              JAN 31,      JAN 31,       FEB 2, 1999 TO
                               2004         2003          JAN 31, 2004
                            -----------  -----------   ----------------
<S>                         <C>          <C>          <C>
REVENUES . . . . . . . . .  $        -   $        -   $             -

EXPENSES . . . . . . . . .      34,357       31,276           132,131
                               -------      -------          ---------

NET LOSS . . . . . . . . .  $  (34,357)  $  (31,276)  $      (132,131)
                               ========     ========         =========



NET LOSS PER COMMON SHARE

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


AVERAGE OUTSTANDING SHARES

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



                                      -33-
<PAGE>







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





                             RUBINCON VENTURES INC.
                        (Pre-Exploration Stage Company)

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

               For the Period February 2, 1999 (Date of Inception)
                               to January 31, 2004



<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)

Contributions to capital by related parties -
    expenses - 2003 - 2004 . . . . . . . . . .         -               -          10,200             -

Net operating loss for the year ended
    January 31, 2004 . . . . . . . . . . . . .         -               -               -       (34,357)
                                                --------     -----------       ---------     ----------

BALANCE, JANUARY 31, 2004. . . . . . . . . . . 2,400,820   $        2,401    $    51,000    $ (132,131)
                                              ==========        =========        =======      ========
</TABLE>




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


                                      -34-
<PAGE>



                             RUBINCON VENTURES INC.
                        (Pre-Exploration Stage Company)

                           STATEMENT  OF  CASH  FLOWS

           For the Year Ended January 31, 2004 and 2003 and the Period
            February 2, 1999 (date of inception) to January 31, 2004


<TABLE>
<CAPTION>





                                                           JAN 31,      JAN 31,     FEB 2, 1999 TO
                                                            2004          2003       JAN 31, 2004
                                                        -------------  ----------  ----------------
<S>                                                     <C>            <C>         <C>               <C>
CASH FLOWS FROM
     OPERATING ACTIVITIES:

     Net loss. . . . . . . . . . . . . . . . . . . . .  $    (34,357)  $ (31,276)  $      (132,131)

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

          Changes in accounts payable. . . . . . . . .        24,187      21,148            78,512
          Contributions to capital - expenses. . . . .        10,200      10,200            51,000
                                                        -------------  ----------  ----------------

          Net Changes in Cash Flows from Operations .             30          72            (2,283)
                                                        -------------  ----------  ----------------

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


CASH FLOWS FROM FINANCING
     ACTIVITIES:

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

     Net Change in Cash. . . . . . . . . . . . . . . .            30          72               118

     Cash at Beginning of Period . . . . . . . . . . .            88          16                 -
                                                        -------------  ----------  ----------------

     CASH AT END OF PERIOD . . . . . . . . . . . . . .  $        118   $      88       $       118
                                                            ========      ======          ========


SCHEDULE OF NONCASH OPERATING ACTIVITIES

Contributions to capital by related parties - expenses
     1999 - 2004                                        $     10,200   $   10,200   $51,000
                                                          ==========      =======   =======
</TABLE>





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


                                      -35-
<PAGE>



                             RUBINCON VENTURES INC.
                        (Pre-Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                               January 31, 2004


1.   ORGANIZATION

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

The  Company  was  organized for the purpose of exploring 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 therefore is considered
to  be  in  the  pre-exploration  stage  (see  note  3).

Since  its  inception  the  Company  has  completed  Regulation  D  offerings of
2,400,820  shares  of  its  capital  stock  for  $2,401.


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

     The  Company  utilizes the liability method of accounting for income taxes.
     Under  the  liability  method  deferred  tax  assets  and  liabilities  are
     determined based on the differences between financial reporting and the tax
     bases  of the assets and liabilities and are measured using the enacted tax
     rates and laws that will be in effect, when the differences are expected to
     reverse.  An  allowance against deferred tax assets is recorded, when it is
     more  likely  than  not,  that  such  tax  benefits  will  not be realized.

     On  January  31,  2004,  the Company had a net operating loss available for
     carry  forward  of  $132,131. The tax benefit of approximately $40,000 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  2024.

     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.



                                      -36-
<PAGE>



                             RUBINCON VENTURES INC.
                           (Exploration Stage Company)

                        NOTES  TO  FINANCIAL  STATEMENTS
                               January 31, 2004


2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  -  CONTINUED

     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.

     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  will  be  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.

     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.

     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.


                                      -37-
<PAGE>




                             RUBINCON VENTURES INC.
                           (Exploration Stage Company)

                        NOTES  TO  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 December 27, 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  PARTIES

     Officers-directors, and their controlled entities, have acquired 13% of the
     outstanding common stock and have made no interest, demand loans of $47,496
     to  the  Company,  and have made contributions to capital of $51,000 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, long term
     financing,  and  contributions  to  capital  of  the  Company by payment of
     expenses by its officers', which will enable the Company to operate for the
     coming  year.


                                      -38-
<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
                             Chief Executive Officer
                             President and Director

                           Date:  May 5, 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
                             Chief Executive Officer
                             President and Director

                           Date:  May 5, 2004

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

                           Date:  May 5, 2004


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

                        Date:  May 5, 2004


                                      -39-
<PAGE>





Appendix  A

                   Glossary of Geological and Technical Terms
                   ------------------------------------------

Adit - A horizontal or nearly horizontal passage driven from the surface for the
working  or  dewatering  of  a  mine.

Anomalies  -  A  departure  from  the  expected  or  normal.

Argillite  -  A  compact  rock derived from either mudstone or shale but lacking
lamination  or  cleavage.

Arsenic  -  A  metallic,  steel-gray,  brittle  element.

Ash  -  The  inorganic  residue  after  burning.

Batholiths  -  A large, generally discordant plutonic mass that has more than 40
square  miles  of  surface exposure and no known floor.   Its formation involves
magmatic  processes.

Boxwork  -  A network of intersecting blades or plates of limonite or other iron
oxide,  deposited  in  cavities  along fracture planes from which sulphides have
been  dissolved  by  processes  associated  with  the  oxidation and leaching of
sulphide  ores.

Calcite  -  A  cementing  mineral  in  many  sedimentary rocks that has prolific
crystal  habits.

Carbonate  - A compound containing the acid radical CO3 or carbonic acid.  Bases
react  with  carbonic  acid  to  form  carbonates.

Chert  - A hard, dense, dull, microcrystalline or crypto-crystalline sedimentary
rock,  consisting  dominantly  of  interlocking  crystals  of  quartz.

Diorite  -  A  course-grained  plutonic  igneous  rock  containing  quartz.

Fault  -  A  fracture in rock along which there has been an observable amount of
displacement.  When  faults  occur  along parallel or subparallel sets of planes
they  are  called  fault  or  fracture  zones.

Fault  zone - A fault that is expressed as a zone of numerous small fractures or
of  breccia  or  fault  gouge.

Granitic  -  Pertaining  to  or  composed  of  granite.

Greenstone  -  A  field  term  applied to any compact dark-green altered igneous
rock.

Geological  - Pertaining to or related to geology.  The choice between this term
and  geologic  is  optional  and  may be made according to the sound of a spoken
phrase  or  sentence.

Geochemical  exploration - The search for economic mineral deposits or petroleum
by  detection  of  abnormal  concentrations  of  elements.

Geochemical  mapping  - The systematic collection and processing of a very large
number  of  samples accompanied by the proper presentation and interpretation of
the  resulting  analytical  data.


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Geochemical  survey - A survey involving the chemical analysis of systematically
collected  samples  of  rocks,  soil  stream  sediments,  plants,  or  water.

Geophysical exploration - Determining the nature of earth materials by measuring
a  physical  property  of  the  rocks  and  interpreting the results in terms of
geologic  features  or  the  economic  deposits  sought.

Intrusion  -  A  body  of igneous rock which has formed itself into pre-existing
rocks,  either  along  some  definite  structural  feature or by deformation and
cross-cutting  of  the  invaded  rocks.

Limestone - A sedimentary rock consisting chiefly of calcium carbonate primarily
in  the  form  of  the  mineral  calcite.

Mineral  - A naturally occurring inorganic element or compound having an orderly
internal  structure  and  characteristic  chemical  composition.

Mineralization  - The process by which a mineral or minerals are introduced into
a  rock,  resulting  in  a  valuable  or  potentially  valuable  deposit.

Ore  -  A  naturally  occurring  material  from  which  a mineral or minerals of
economic  value  can  be  extracted  profitably.

Outcrop  -  The  part  of  the rock formation that appears at the surface of the
ground.

Pluton  -  A  body of medium-to coarse-grained igeneous rock that formed beneath
the  surface  by  crystallization  of  magma.

Pyrite  -  An  isometric  mineral  that  crystallizes in cubes, occurs in veins,
igneous  rocks  and  metamorphic  rocks.

Quartz  -  A  form  of  silica  occuring in hexagonal crystals or in crystalline
masses.  It  is  the  most common of all solid minerals and may be colorless and
transparent,  or  colored.

Schistoscity  -  Considered  to  be  a  type  of  cleavage.

Serpentine  - In petrology, a metamorphic rock serpenitinite composed chiefly or
wholly  of  the  mineral  serpentine.

Shear  -  A  deformation  resulting  from  stresses  that cause or tend to cause
contiguous  parts  of  a  body  to slide relatively to each other in a direction
parallel  to  their  plane  of  contact.

Shear zone - A tabular zone of rock that has been crushed and brecciated by many
parallel  fractures  due  to  shear  strain.

Sulphide  -  A  mineral  compound characterized by the linkage of sulphur with a
metal.

Thermal - Hot or warm; applied to springs that discharge water heated by natural
agencies.

Trench  -  A  long, straight, commonly U-shaped valley or depression between two
mountain  ranges.

Ultramafic  -  Said  of  an  igneous  rock  composed  chiefly of mafic minerals.


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Vein  -  An  mineral  filling  of  a  fault or other fracture in a host rock, in
tabular  or  sheetlike form, often associated with replacement of the host rock.

Volcanic  rock - A generally finely crystalline or glassy igenous rock resulting
from  volcanic action at or near the Earth's surface, either ejected explosively
or  extruded  as  lava.

Wall  rock  -  The  rock  adjacent to, enclosing, or including a vein, layer, or
dissemination  of  ore  minerals.  It  is  commonly  altered.


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