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

                                   FORM 10-KSB

(x)      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF
         1934 (FEE REQUIRED)

         For the fiscal year ended January 31, 2000

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


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

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


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


1366 - 161ST Street
Surrey, British Columbia, Canada                              V4A 8A6
----------------------------------------            ----------------------------
(Address of principal executive offices)                              (Zip Code)


Issuer's telephone number, including area code              1-604-526-0751
                                                    ----------------------------


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


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


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


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


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

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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of the  Company's  knowledge,  in  definitive  proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]


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

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

As at January 31, 2000,  the aggregate  market value of the voting stock held by
nonaffiliates is undeterminable and is considered to be 0.

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

                                 Not applicable

                     (APPLICABLE ONLY TO CORPORATE COMPANYS)

As of January 31, 2000, the Company has 2,400,820  shares of common stock issued
and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

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

         (1)      Any annual report to security holders;

         (2)      Any proxy or other information statement;

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

NONE

                                       2
<PAGE>

                                TABLE OF CONTENTS
<TABLE>
=====================================================================================================
<S>                                                                                       <C>
PART 1
------
                                                                                          Page
                                                                                          -----
ITEM 1.          DESCRIPTION OF BUSINESS                                                    4

ITEM 2.          DESCRIPTION OF PROPERTY                                                    4

ITEM 3.          LEGAL PROCEEDINGS                                                          5

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

PART II
-------

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

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

ITEM 7.          FINANCIAL STATEMENTS                                                       7

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

PART III
--------

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

ITEM 10.         EXECUTIVE COMPENSATION                                                    11

ITEM 11.         SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT             12

ITEM 12.         CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                            13

PART IV
-------

ITEM 13.         EXHIBITS                                                                  14

</TABLE>
                                       3
<PAGE>

                                     PART 1

================================================================================
                         ITEM 1. DESCRIPTION OF BUSINESS
================================================================================

HISTORICAL OVERVIEW OF THE COMPANY

         The Company was  incorporated  on February 2, 1999.  The Company has no
subsidiaries and no affiliated  companies.  The executive offices of the Company
are located at 1366-161st Street, Surrey, B.C. V4A 8A6. (Tel: 604-526-0751).

         The Company is engaged in the exploration of mineral properties. No ore
body has been  discovered  and no substantial  exploration  has been done on its
mineral  claim.  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 Company owns one mineral  property known as the `Rubicon' Claim. It
does not  presently  own any other  mineral  properties.  The Company  holds the
rights to the minerals on the Rubicon property until February 28, 2000. The land
itself is owned by the Province of British  Columbia (known as the "Crown").  If
the Company does not undertake an exploration program ("assessment work") on the
mineral  claim on or before  February  28, 2000 in the amount of $1,100 or pay a
similar  amount as  cash-in-lieu  to the Crown the rights to the  minerals  will
expire and the property can be `staked' by another party.  If the Company either
does  assessment  work or pay  cash-in-lieu  the rights to the  minerals  on the
Rubicon claim will remain in good standing until February 28, 2001. So until the
mineral rights for future years the Company will either have to pay cash-in-lieu
of $2200 each year or use perform work on the property.

         Subsequent  to January 31,  2000 the  Company  paid cash in lieu to the
Gold  Commissioner's  office of British  Columbia to maintain  the claim in good
standing until February 28, 2001.

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

PLANNED BUSINESS

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

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

                                       4
<PAGE>
================================================================================
                        ITEM 2. DESCRIPTION OF PROPERTIES
================================================================================

EXPLORATION OF THE RUBICON CLAIM

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

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

         The  Company  was  incorporated  on  February  2, 1999 and  engaged the
services  of Edward  Skoda to  "stake" a  mineral  claim for it in the  Zeballos
mining  area of  British  Columbia.  The  claim,  subsequently  recorded  as the
`Rubicon' claim, was "staked" on February 11, 1999. ("Staking" of a claim is the
method  used by the  ministry of mines for the  Province of British  Columbia in
verifying title to the minerals on Crown property).

         The Company has not identified any other mineral properties for staking
and therefore has only the Rubicon  property.  It is the intention of management
to identify  other  properties of merit in the future but to date none have been
identifies.

The  Company  has done no work on the claim to date but is  considering  a small
exploration program during the forthcoming year.

================================================================================
                            ITEM 3. LEGAL PROCEEDINGS
================================================================================

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

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

No matters were  submitted to a vote of  shareholders  of the Company during the
fiscal year ended January 31, 2000.

                                       5
<PAGE>

                                     PART II

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

During  the past  year  there has been no  established  trading  market  for the
Company's  common  stock.  Since its  inception,  the  Company  has not paid any
dividends on its common stock,  and the Company does not anticipate that it will
pay dividends in the foreseeable  future. As at January 31, 2000 the Company had
32  shareholders;  two of these  shareholders  are officers and directors of the
Company.

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

OVERVIEW

The Company was  incorporated on February 2, 1999 under the laws of the State of
Delaware.  The Company's  articles of incorporation  currently  provide that the
Company is authorized  to issue  25,000,000  shares of common  stock,  par value
$0.001  per  share.  As  at  January  31,  2000  there  were  2,400,820   shares
outstanding.  The  Company  is  engaged in the  exploration  stage.  There is no
assurance  that reserves  exist in its mineral  claim until further  exploration
work has been done and economic evaluation based on such work concludes economic
feasibility.

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

Liquidity and Capital Resources

As at January  31,  2000,  the  Company  had $1,428 of  assets,  and  $11,987 of
liabilities,  including  cash or  cash  equivalents  amounting  to  $1,428.  The
liabilities  of $11,987 are


                                       6
<PAGE>

amounts of $1,950  accrued for audit and  accounting  and $105 for telephone and
the amount of $9,932 due to a director.

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

Results of Operations

Since  inception the Company has  purchased the Rubincon  claim and preformed no
exploration work on the claim as more fully described above.

================================================================================
                          ITEM 7. FINANCIAL STATEMENTS
================================================================================

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

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

From inception to date, the Company's principal  accountant is Andersen Andersen
& Strong,  L.C. of Salt Lake City,  Utah.  The firm's report for the period from
inception to January 31, 2000 did not contain any adverse opinion or disclaimer,
nor  were  there  any  disagreements   between   management  and  the  Company's
accountants.

                                    PART 111
================================================================================
            ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND
       CONTROL PERSONS; COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT
================================================================================

The  following  table sets forth as of January  31,  2000,  the name,  age,  and
position of each of the executive  officers and directors and the term of office
of each director of the Company.

                                       7
<PAGE>

<TABLE>
<CAPTION>
                                                                                     Term as
                                                                                     Director
            Name               Age                 Position Held                      Since
            ----               ---                 -------------                     --------
<S>                            <C>          <C>                                       <C>
     Roman Kujath              57           President and Director                    1999

     Albert Ezzy               65           Secretary-Treasurer and                   1999
                                            Director

     Jack Cewe                 78           Director                                  1999
</TABLE>

Each  director  of the  Company  serves  for a term of one  year and  until  his
successor  is elected  at the  Company's  annual  shareholders'  meeting  and is
qualified,  subject to  removal  by the  Company's  shareholders.  Each  officer
serves,  at the pleasure of the board of  directors,  for a term of one year and
until his  successor  is elected at the annual  general  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.

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

         ALBERT EZZY has been in the property  development business for the past
40 years.  He was born in Vancouver,  British  Columbia.  He was educated at the
University of British  Columbia where he obtained a Bachelor of Commerce degree.
Subsequent  to  graduating  from  UBC,  he  was  employed  by  Standard  General
Construction  as an aggregate  salesman.  He was then  employed by the Goodbrand
Construction  before  working  for Jack Cewe Ltd.  as the  Business  Development
Manager,  a position  he has held for the past 20 years.  Mr.  Ezzy has not been
involved in any public company in the United States and has not been  associated
with any company to date contemplating a quotation on the OTC Bulletin Board.

JACK CEWE has been involved in the general  construction and mining business for
the past 50 years. He was born in Richmond,  BC. Mr. Cewe is the founder of Jack
Cewe Ltd., a general  company and aggregate  mining.  Mr. Cewe has been actively
involved  in the  operation  of the  company  for the past 40  years.  Mr.  Cewe
currently is the director and officer for the following private companies:


                                       8
<PAGE>
<TABLE>
<CAPTION>
Name                                 Type of Business            Founded           Location
----                                 ----------------            -------           ---------
<S>                                                                <C>
Jack Cewe Ltd.                       General Contracting           1953            Coquitlam, B.C.

Jack CeweInc.                        General Contracting           1967            Bellingham, Washington

Ridge Construction Ltd.              Trucking Company              1961            Coquitlam, B.C

Shoshone Construction Ltd.           Construction Company          1961            Coquitlam, B.C

Heather Construction Ltd.            Aggregate Mining              1967            Jervis Inlet, B.C.
</TABLE>

Mr.  Cewe has not been  involved in any public  company  either in Canada or the
United States and has not been associated with any OTC Bulletin Board company to
date.

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

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

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

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

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

(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


                                       9
<PAGE>




                  engaging  in  or   continuing   any  conduct  or  practice  in
                  connection with such activity;

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

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

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

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

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

               COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT

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

The following  table sets forth as at January 31, 2000, the name and position of
each Reporting Person that failed to file on a timely basis any reports required
pursuant to Section 16 (a) during the most recent fiscal year.

<TABLE>
<CAPTION>
Name                                Position                  Report to be Filed
----                                --------                  ------------------
<S>                        <C>
Roman Kujath               President and Director                 Form 3

Albert Ezzy                Secretary-Treasurer/Director           Form 3

Jack Cewe                  Director                               Form 3
</TABLE>


                                       10
<PAGE>
================================================================================
                         ITEM 10. EXECUTIVE COMPENSATION
================================================================================

CASH COMPENSATION

There was no cash  compensation paid to any director or executive officer of the
Company during the fiscal year ended January 31, 2000.

BONUSES AND DEFERRED COMPENSATION

None

COMPENSATION PURSUANT TO PLANS

None

PENSION TABLE

None

OTHER COMPENSATION

None

COMPENSATION OF DIRECTORS

None

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.

                                       11
<PAGE>

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

The following  table sets forth as at January 31, 2000, 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>
CARSTEN MIDE                                  Direct                      200,000                8.0 %
2453 Philips Place
Burnaby, B.C.
Canada, V5A 2W1

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

ALBERT EZZY                                   Direct                       75,820                3.2 %
1366 161st Street
Surrey, B.C.
Canada V4A 8A6

JACK CEWE                                     Direct                       50,000                2.1 %
1008 Alderside Avenue
Port Moody, B.C.
Canada V3H 3A6

       Directors and officers                                             125,820                5.3 %
           as a group
</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.

                                       12
<PAGE>

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

TRANSACTIONS WITH MANAGEMENT AND OTHERS

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

INDEBTEDNESS OF MANAGEMENT

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

TRANSACTIONS WITH PROMOTERS

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


                                       13
<PAGE>

                                     PART IV

================================================================================
                          ITEM 13. EXHIBITS AND REPORTS
================================================================================

(a)  (1)    FINANCIAL STATEMENTS.

The following financial statements are included in this report:
<TABLE>
<CAPTION>

Title of Document                                                                   Page
-----------------                                                                   ----
<S>                                                                                  <C>
Report of Andersen, Andersen & Strong, Certified Public Accountants                  15

Balance Sheet as at January 31, 2000                                                 16

Statement of Operations for the period from February 2, 1999 (Date of
         Inception) to January 31, 2000                                              17

Statement in Changes in Stockholders' Equity for the period from February 2,
            1999 (Date of Inception) to January 31, 2000                             18

Statement of Cash Flows for the period from February 2, 1999 (Date of
         Inception) to January 31, 2000                                              19

Notes to the Financial Statements                                                    20


(a)  (2)   FINANCIAL STATEMENT SCHEDULES

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

None.


(a)  (3)   EXHIBITS

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

None.

</TABLE>

                                       14
<PAGE>
================================================================================
                                   SIGNATURES
================================================================================
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this  report has been  signed  below by the  following  persons on behalf of the
Company and in its capacities and on the date indicated:

                                              RUBINCON VENTURES INC.

Date:   July 12, 2000                         By:  /s/ "Albert Ezzy"
                                              -----------------------------
                                                     Albert Ezzy
                                              Secretary Treasurer/Director

Date:    July 12, 2000                        By:  /s/  "Jack Cewe"
                                              -----------------------
                                                  Jack Cewe, Director

                                       15
<PAGE>
<TABLE>

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

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

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have  audited  the  accompanying  balance  sheet of  Rubincon  Ventures  Inc.
(exploration   stage  company)  at  January  31,  2000,  and  the  statement  of
operations, stockholders' equity, and cash flows for the period February 2, 1999
(date of  inception) to January 31, 2000.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of Rubincon  Ventures  Inc. at
January 31, 2000, and the results of  operations,  and cash flows for the period
February 2, 1999 (date of inception)  to January 31, 2000,  in  conformity  with
generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue as a going  concern.  The Company is in the  exploration
stage and does not have the necessary  working capital 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 Note 5. These
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.


Salt Lake City, Utah                           /s/  "Andersen Andersen & Strong"
April 18, 2000




                                       16

<PAGE>



                             RUBINCON VENTURES INC.
                           (Exploration Stage Company)

                                  BALANCE SHEET

                                January 31, 2000

<TABLE>
<S>                                                                      <C>
   ASSETS

   CURRENT ASSETS

        Bank                                                               $  1,428
                                                                           --------
               Total Current Assets                                           1,428
                                                                           --------
   OTHER ASSETS

         Mineral claims - Note 3                                                 --
                                                                           --------
                                                                           $  1,428

   LIABILITIES AND STOCKHOLDERS' EQUITY

   CURRENT LIABILITIES

         Accounts payable                                                  $  2,055
         Accounts payable - related parties                                   9,932
                                                                           --------
                Total Current Liabilities                                    11,987
                                                                           --------
   STOCKHOLDERS' EQUITY

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

        Capital in excess of par value                                       10,200

        Deficit accumulated during the exploration stage                   (23,160)
                                                                           --------
              Total Stockholders' Deficiency                               (10,559)
                                                                           --------
                                                                           $ 1,428
                                                                           ========
</TABLE>

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




                                       17

<PAGE>


                             RUBINCON VENTURES INC.
                           (Exploration Stage Company)

                             STATEMENT OF OPERATIONS

     For the period February 2, 1999 (date of inception) to January 31, 2000


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

   EXPENSES                                                   23,160
                                                          ----------
   NET LOSS                                               $  (23,160)
                                                          ==========


   NET LOSS PER COMMON SHARE

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

   AVERAGE OUTSTANDING SHARES

        Basic                                              2,248,702
                                                          ==========
</TABLE>






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


                                       18

<PAGE>


                             RUBINCON VENTURES INC.
                           (Exploration Stage Company)

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

     For the period February 2, 1999 (Date of Inception) to January 31, 2000


<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               --                   --

Capital contribution - expenses                                       --            --           10,200

Net operating loss for the year ended
  January 31, 2000                                                    --            --               --              (23,160)
                                                              ----------      --------      -----------          -----------
BALANCE JANUARY 31, 2000                                       2,400,820      $  2,401        $  10,200          $   (23,160)
                                                              ==========      ========      ===========          ===========
</TABLE>




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


                                       19

<PAGE>


                             RUBINCON VENTURES INC.
                           (Exploration Stage Company)

                             STATEMENT OF CASH FLOWS

     For the period February 2, 1999 (Date of Inception) to January 31, 2000


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

          Net loss                                                                    $(23,160)

          Adjustments to reconcile net loss to net cash
             provided by operating activities
               Increase in accounts payable                                             11,987
               Contributions to capital - expenses                                      10,200
                                                                                       --------
                    Net Cash Flows from Operations                                        (973)
                                                                                       --------

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

     CASH FLOWS FROM FINANCING
         ACTIVITIES:

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

          Net Increase in Cash                                                           1,428

          Cash at Beginning of Period                                                       --
                                                                                       --------
          CASH AT END OF PERIOD                                                        $ 1,428
                                                                                       ========

     SCHEDULE OF NONCASH OPERATING ACTIVITIES

     Contributions to capital by related parties - expenses - 1999-2000
                                                                                       $ 10,200
                                                                                       ========
</TABLE>

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



                                       20

<PAGE>

                             RUBINCON VENTURES INC.
                           (Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                January 31, 2000

1. ORGANIZATION

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

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

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods

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

Dividend Policy

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

Income Taxes

On January  31,  2000,  the Company had a net  operating  loss carry  forward of
$23,160.  The tax benefit 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 carryforward will expire in the year 2021.

Basic and Diluted Net Income (loss) Per Share

Basic net income  (loss)  per share  amounts  are  computed  using the  weighted
average number of common shares 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.



                                       21

<PAGE>


                             RUBINCON VENTURES INC.
                           (Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                January 31, 2000


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

Capitalization of Mining Claim Costs

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

Environmental Requirements

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

Comprehensive Income

The Company  adopted  Statement of Financial  Accounting  Standards No. 130. The
adoption of this  standard  had no impact on the total  stockholder's  equity on
June 30, 1999.

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.

Financial Instruments

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

Estimates and Assumptions

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



                                       22

<PAGE>

                             RUBINCON VENTURES INC.
                           (Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                January 31, 2000

3. MINERAL CLAIMS

The Company  acquired a 16 unit metric mineral claim known as the Rubincon claim
located within the Zeballos  mining camp 300  kilometres  northwest of Victoria,
British Columbia.

The claims have not been proven to have a  commercially  minable ore reserve and
therefore  all costs for  exploration  and retaining  the  properties  have been
expensed.

The claims may be retained by the Company by the completion of yearly assessment
work of $1,600 Cn or by payment of $1,600 Cn. The next assessment work is due in
February 2001.

4. RELATED PARTY TRANSACTIONS

Related parties acquired 17% of the common shares issued for cash.

Related  parties  loaned money to the Company which was used to purchase  mining
claims. Note 3.

5. GOING CONCERN

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





                                       23