3

                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,  2002
                                            ------------------

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

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

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

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

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

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

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

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

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

     None
     ----
(Title  of  Class)

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

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

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

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

                                      -1-
<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, 2002, 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, 2002, 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



PART  1
-------
                                                Page
                                                ----

<TABLE>
<CAPTION>




ITEM 1.                                                DESCRIPTION OF BUSINESS                                               4
<S>       <C>                                                                                                              <C>
ITEM 2..  DESCRIPTION OF PROPERTY                                                                                            5

ITEM 3..  LEGAL PROCEEDINGS                                                                                                  7

ITEM 4..  SUBMISSION OF MATTERS TO VOTE OF SECURITIES HOLDERS                                                                7

PART II
--------


ITEM 5..  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                                                           8


ITEM 6..  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION                                                          8

ITEM 7..  FINANCIAL STATEMENTS                                                                                               9


ITEM 8..  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                               9

PART III
--------



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

ITEM 10.  EXECUTIVE COMPENSATION                                                                                            12


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

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                                    13

PART IV
--------

ITEM 13.  EXHIBITS                                                                                                          15


</TABLE>


                                      -3-
<PAGE>



                                     PART 1


                        ITEM 1.  DESCRIPTION OF BUSINESS


HISTORICAL  OVERVIEW  OF  THE  COMPANY

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

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

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

One  of  the  mineral  claims  previously  owed  by the Company was known as the
'Rubincon'  claim.  The  Company  had the rights to the minerals on the Rubincon
property until February 28, 2002.  The Company did not undertake any exploration
work  on  this  mineral  claim  nor  did  it  pay  cash-in-lieu  instead  of not
undertaking  exploration  work.  Management  decided the terrain on the Rubincon
claim  was  too  steep  for  normally  exploration  work  without  the  use of a
helicopter.  This would mean that the cost of exploration would be increased and
become  too  expensive for the Company.    Therefore, the rights to the minerals
on  the  Rubincon  claim  lapsed  on  February  28,  2002.

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

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

PLANNED  BUSINESS

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

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


                                      -4-
<PAGE>




                        ITEM 2. DESCRIPTION OF PROPERTIES


EXPLORATION  OF  THE  BRIDGE  CLAIM
Presently  the  Company  has  ownership  interest  in  the mineral rights on two
mineral  claims,  the  Rubincon,  which  expired  on  February 28, 2002, and the
Bridge.  As  is custom in the Province of British Columbia, the Company does not
actually  own  the  land itself; only the mineral rights thereto.  The ownership
interest  in  the  land  is  held  by  the Province of British Columbia.  Having
"staked"  the Bridge claim on February 7, 2000, the Company will have the rights
to the mineral thereon for a period of one year from the date of staking and can
either  perform exploration work on the mineral claim or pay cash in lieu to the
Ministry  of  Finance.  The actual cost of staking the Bridge was $500.  For the
assessment  year  ended  February  7,  2001  the  Company  expended $1,400 which
maintained  the  Bridge  in  good  standing  until  February  7, 2002.   For the
assessment  year ended February 7, 2002, the Company expended $1,253 to maintain
the  Bridge  in  good  standing  until  February  7, 2003.  In future years, the
Company will have to incur a cost of approximately $2,400 to maintain the claims
in  good  standing  which  is  equivalent  to  approximately  $130  per  unit.

To date the Company has realized no revenue from the Bridge mineral claim and it
will  take  an  unknown  number of years of exploration to be able to identify a
commercial  viable  ore  body.  An  exploration program of any size will require
additional  funds  which  presently  the  Company  does  not  have.

The  Bridge  property  consisting  of  a  single  mineral  claim of 450 hectares
(1,111.5  acres)  recorded  in the Lillooet Mining Division of British Columbia,
Canada.   The  Company  engaged  the  services  of Douglas Symonds, Professional
Geologies,  to  prepare  a  report  on  the  mineral  claims  and  make  certain
recommendations  regarding  future  exploration  work.

The  Bridge  property  is  located approximately 95 air miles north-northwest of
Vancouver,  British Columbia.   Access to the property is by road and trail from
the  Village  of  Gold Bridge.  The Bridge property is characterized by poor (5
percent)  outcrop  exposure.   Mineralization on the Bridge property as observed
in  sparse  outcroppings,  consists  of  some  sulphide minerals, mainly pyrite.

Pertinent  claim  information  for  the  Bridge  mineral property is as follows:

          Claim  name:                    Bridge
          Tenure  Number:               374400
          Number  of  Units:                   18
          Record  Date:                    February  7,  2000
          Good  to  Date:                    February  7,  2003

The Bridge property 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  intrustions  to  the  southwest.

There  is poor outcrop exposure on the Bridge property.   The outcrop geology of
the Bridge property as described by previous explorationists consists of altered
volcanic  rocks  showing  well-developed schistosity and considerable amounts of

                                      -5-
<PAGE>



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.

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
alterantions and wallrocks, and are similar in association of the ore veins with
a major fault along a belt of elongated serpentine bodies that flank the margins
of  granite  batholiths.

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

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

Douglas  Symonds,  Professional  Geologies, stated in his report that the Bridge
property warrants a US $32,000 (CDN $50,000) Phase I exploration program of data
acquisition,  aerial  photograph  interpretation,  base  map  preparation,
prospecting, geochemical soil sampling and report writing.   Contingent upon the
success  of  this Phase I program, a Phase II program,US $64,000 (CND $100,000),
of further geochemical sampling, geophysical surveying, geological mapping, rock
sampling,  limited  trenching  and  report writing is recommended.   A Phase III
program,  US160,000  (CDN  $250,000)  of further trenching, diamond drilling and
report  writing is recommended, contingent upon the success of Phase II program.
Phase  II  (Contingent  upon  the  success  of  Phase  I)

Assessment  work  for  2001

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

Work  on  the  north  grid  system  was  a  follows:

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

                                      -6-
<PAGE>



Work  on  the  west  gird  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  summer  of  2002  to  determine  areas  of  high
concentration  of  mineralization.



                            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,  2002.


                                      -7-
<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, 2002 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,  2002  there  were  2,400,820  shares
outstanding.  The  Company  is  engaged  in  the  exploration stage. There is no
assurance  that  reserves  exist in its mineral claims until further exploration
work has been done and economic evaluation based on such work concludes economic
feasibility.

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


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

As  at  January  31,  2002,  the  Company  had  $16  of  assets,  and $33,513 of
liabilities,  including  cash  or  cash  equivalents  amounting  to  $16.   The
liabilities  of  $33,513 are amounts of $7,450 are payable and accrued for audit
and accounting, $3,078 for transfer agent fees, $335 for office expenses, $1,012
for  filing fees, $1,253 for exploration work on the Bridge claim and the amount
of  $20,384  due  to  a  director.

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.

                                      -8-
<PAGE>



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

Other  than  undertaking assessment work as noted above, the Company has not had
any  operations  during  the  past  year.


                          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, 2002 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, 2002, 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>




<S>                                <C>       <C>                     <C>
                                   Term as
                                   Director
Name. . . . . . . . . . . . . . .  Age       Position Held           Since
---------------------------------  --------  ----------------------  -----

  Roman Kujath. . . . . . . . . .        69  President and Director   1999

          Secretary-Treasurer and
  Irene Campany . . . . . . . . .        61  Director                 2001

  Martine Rummelhoff. . . . . . .        44  Director                 2001
</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 a Meeting of the Board of Directors and is
qualified.

                                      -9-
<PAGE>



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

ROMAN  KUJATH,  President  of the Company, has been president of Roman M. Kujath
Architects  Ltd.  since  1975.  He  has  practiced  in  Canada  and aboard as an
Architect (Masters degree in Architecture and Engineering).  Mr. Kujath has been
responsible  for  over $750,000,000 worth of construction, including $75,000,000
Place  De  Villa in Ottawa for the Campeau Corporation.  He also was a developer
for  a  number of turn-key housing projects in the southern United States in the
southern  United States in the early 1970's.  Roman Kujath is also a Director of
Peabodys  Coffee  Inc.,  a specialty coffee corporation with its headquarters in
Sacramento,  California.   Peabodys  Coffee Inc. is a trading company on the OTC
Bulletin  Board  in  the  United States.  He also serves as a Director of Summit
Care Corporation, an Alberta, Canada company, established to develop and operate
long  term  care  facilities  in  Alberta.

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

MARTINE  RUMMELHOFF,  is  a  graduate from high school in Quebec, Canada, before
completing college and becoming bilingual in French and English. She was trained
in  restaurant  management  she  became  a  chef  and  later  managed  several
restaurants.   She  became  the  manager  of  a  major  mechanical company which
engaged in the mechanical installation of large projects.   She is currently the
owner  of Norseman Plumbing and has opened subsidiaries in both Kitimat, British
Columbia  and  San  Francisco,  California.

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);

                                      -10-
<PAGE>



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

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

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

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

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

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

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

               COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT

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

The  following table sets forth as at January 31, 2002, the name and position of
each Reporting Person that failed to file on a timely basis any reports required
pursuant  to  Section  16  (a)  during  the  most  recent  fiscal  year.

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

Roman  Kujath               President  and  Director                      Form 3

Irene  Campany               Secretary-Treasurer/Director                 Form 3

Martine  Rummelhoff          Director                                     Form 3

                                      -11-
<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,  2002.

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.



     ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


The  following table sets forth as at January 31, 2002, 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.

                                      -12-
<PAGE>


<TABLE>
<CAPTION>




<S>                            <C>           <C>             <C>

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

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

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

       Directors and officers
           as a group . . . .       275,000          11.4 %
</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.



            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>



                                   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:   May  28,  2002                    By:      //s//"Irene  Campany"
                                          ------------------------------
                                       Irene  Campany
                                 Secretary  Treasurer  and  Director



























                                      -14-
<PAGE>





                                     PART IV


                          ITEM 13. EXHIBITS AND REPORTS



(a)  (1)        FINANCIAL  STATEMENTS.

The  following  financial  statements  are  included  in  this  report:

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

Report  of  Andersen,  Andersen  &  Strong,  Certified  Public  Accountants  16

Balance  Sheet  -  January  31,  2002                                        17

Statement  of  Operations  for  the  Year  Ended  January  31,
2002 and 2001 and the  Period  February  2,  1999
(date  of  inception)  to  January  31,  2002                                18

Statement  in  Changes  in  Stockholders' Equity for the Period from
February 2, 1999  (date  of  inception)  to  January  31,  2002              19

Statement  of  Cash  Flows  for  the  Year  Ended  January 31, 2002
and 2001 and the  Period  February  2,  1999
(date  of  inception)  to  January  31,  2002                                20

Notes  to  the  Financial  Statements                                        21


(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.

                                      -15-
<PAGE>




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

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

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We  have  audited  the  accompanying  balance  sheet  of  Rubincon Ventures Inc.
(exploration  stage  company) at January 31, 2002, and the related statements of
operations, stockholders' equity, and cash flows for the years ended January 31,
2002 and 2001 and the period February 2, 1999 (date of inception) to January 31,
2002.  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 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  statement  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,  2002,  and the results of operations, and cash flows for the years
ended  January  31,  2002  and  2001  and  the  period February 2, 1999 (date of
inception)  to  January  31,  2002,  in  conformity  with  accounting principles
generally  accepted  in  the  United  States.

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 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  22,  2002


                                      -16-
<PAGE>



                             RUBINCON VENTURES INC.
                           (Exploration Stage Company)
                                 BALANCE  SHEET
                                January 31, 2002


<TABLE>
<CAPTION>




<S>                                                         <C>
ASSETS

CURRENT ASSETS

     Bank. . . . . . . . . . . . . . . . . . . . . . . . .  $        16
                                                            ------------

            Total Current Assets . . . . . . . . . . . . .           16
                                                            ------------

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

      Accounts payable . . . . . . . . . . . . . . . . . .  $    13,129
      Accounts payable - related parties . . . . . . . . .       20,384
                                                            ------------

             Total Current Liabilities . . . . . . . . . .       33,513
                                                            ------------

STOCKHOLDERS' EQUITY (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. . . . . . . . . . . .       30,600

     Deficit accumulated during the exploration stage. . .      (66,498)
                                                            ------------

           Total Stockholders' Deficiency. . . . . . . . .      (33,497)
                                                            ------------

                                                            $        16
                                                            ============
</TABLE>






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







                                      -17-
<PAGE>


                             RUBINCON VENTURES INC.
                           (Exploration Stage Company)
                            STATEMENTS OF OPERATIONS
          For the Years ended January 31, 2002 and 2001 and the Period
            February 2, 1999 (date of inception) to January 31, 2002



<TABLE>
<CAPTION>




<S>                         <C>          <C>          <C>
                                 JAN 31,      JAN 31,      FEB 2, 1999 TO
                                  2002         2001         JAN 31, 2002
                            -----------  -----------  ----------------

REVENUES . . . . . . . . .  $        -   $        -   $             -

EXPENSES . . . . . . . . .      24,135       19,203            66,498
                            -----------  -----------  ----------------

NET LOSS . . . . . . . . .  $  (24,135)  $  (19,203)  $       (66,498)
                            ===========  ===========  ================



NET LOSS PER COMMON SHARE

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


AVERAGE OUTSTANDING SHARES

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




















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


                                      -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, 2001



<TABLE>
<CAPTION>




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

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

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

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

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

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

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

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

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

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

BALANCE JANUARY 31, 2002 . . . . . . . . . . .   2,400,820  $          2,401  $     30,600  $   (66,498)
                                                ==========  ================  ============  ============
</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 Years Ended January 31, 2002 and 2001 and the Period
            February 2, 1999 (date of inception) to January 31, 2002


<TABLE>
<CAPTION>




<S>                                                     <C>            <C>         <C>               <C>

                                                               JAN 31,        JAN 31,     FEB 2, 1999 TO
                                                                2002           2001         JAN 31, 2002
                                                        -------------  ----------  ----------------
CASH FLOWS FROM
     OPERATING ACTIVITIES:

     Net loss. . . . . . . . . . . . . . . . . . . . .  $    (24,135)      $ (19,203)  $       (66,498)

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

          Changes in accounts payable. . . . . . . . .        13,660           7,866            33,513
          Contributions to capital - expenses. . . . .        10,200          10,200            30,600
                                                        -------------  ----------  ----------------

               Net Cash Flows used in Operations . . .          (275)         (1,137)           (2,385)
                                                        -------------  ----------  ----------------

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


CASH FLOWS FROM FINANCING
     ACTIVITIES:

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

     Net Change in Cash. . . . . . . . . . . . . . . .          (275)         (1,137)               16

     Cash at Beginning of Period . . . . . . . . . . .           291           1,428                 -
                                                        -------------  ----------  ----------------

     CASH AT END OF PERIOD . . . . . . . . . . . . . .  $         16       $     291         $      16
                                                        =============     ==========           =========


SCHEDULE OF NONCASH OPERATING ACTIVITIES

Contributions to capital by related parties - expenses
        1999 - 2002                                        $  10,200   $      10,200   $        30,600
                                                          ==========   =============           =======
</TABLE>





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

                                      -20-
<PAGE>

                             RUBINCON VENTURES INC.
                           (Exploration Stage Company)
                          NOTES TO FINANCIAL STATEMENTS



1.     ORGANIZATION

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

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

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

On  January  31,  2002,  the  Company  had a net operating loss carry forward of
$64,498.  The  tax  benefit of approximately $19,949 from the loss carry forward
has  been  fully offset by a valuation reserve because the use of the future tax
benefit  is  doubtful  since  the  Company  has  no  operations.

     The  loss  carry  forward  will  expire  in  the  year  2022.

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

     Basic  net  income (loss) per share amounts are computed based the weighted
average  number  of  shares  actually  outstanding.

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.

                                      -21-
<PAGE>

                             RUBINCON VENTURES INC.
                           (Exploration Stage Company)
                          NOTES TO FINANCIAL STATEMENTS



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 will be capitalized and depreciated
over  their  useful  life.

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

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

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

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

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

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

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

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

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

     The  claims  may  be  retained  by  the Company by the completion of yearly
assessment  work  or  a payment of $1,600 Cn. The next assessment work is due in
February  2003.

                                      -22-
<PAGE>


                             RUBINCON VENTURES INC.
                           (Exploration Stage Company)
                          NOTES TO FINANCIAL STATEMENTS




4.     RELATED  PARTY  TRANSACTIONS

     Officer-director's  and  their  controlled entities, having acquired 11% of
the  outstanding common stock and have made no interest, demand loans of $20,384
to the Company, and have made contributions to capital of $30,600 by the payment
of  Company  expenses.


5.     GOING  CONCERN

     The  Company  will  need additional working capital to service its debt and
for  its  planned activity and continuation of the Company as a going concern 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, and
payment  of  Company expenses by its officer's, which will enable the Company to
operate  in  the  coming  year.















                                      -23-
<PAGE>