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


                             FORM 10-KSB/A (AMENDED)



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

        For  the  fiscal  year  ended          January  31,  2002
                                               ------------------


(  )    TRANSACTION  REPORT  UNDER  TO  SECTION  13  OR 15(d) OF THE SECURITIES
        EXCHANGE  ACT  OF  1934  (NO  FEE  REQUIRED)

        For  the  transaction  period  from               to

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

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

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


4761  Cove  Cliff  Road
Edmonton,  Alberta,  Canada                                  V7G  1H8

---------------------------                                  --------
(Address of principal executive offices)                    (Zip Code)


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

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

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

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

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

     None
     ----
(Title  of  Class)

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

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

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

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


                                      -1-
<PAGE>



State  the  aggregate  market value of the voting stock held by 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 COMPANIES)


As  of January 31, 2002, the Company has 2,400,820 shares of common stock issued
and  outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE



Exhibits  incorporated  by  reference  are  referred  under  Part  IV.




                                      -2-
<PAGE>






                                TABLE OF CONTENTS




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

<TABLE>
<CAPTION>




ITEM 1.               DESCRIPTION OF BUSINESS                              4
<S>                                               <C>                      <C>
ITEM 2.. . . . . . . .DESCRIPTION OF PROPERTY                             10

ITEM 3.. . . . . . .  LEGAL PROCEEDINGS                                   13

ITEM 4                SUBMISSION OF MATTERS TO VOTE OF
      .. . . . . . . . .  SECURITIES HOLDERS                              13

PART II
--------

ITEM 5                MARKET FOR COMMON EQUITY AND RELATED
         . . . . . . . .  STOCKHOLDER MATTERS                             14

ITEM 6                MANAGEMENT'S DISCUSSION AND ANALYSIS
      .. . . . . . . . .  OR PLAN OF OPERATION                            15

ITEM 7.. . . . . . .  FINANCIAL STATEMENTS                                19

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

PART III
---------

ITEM 9                DIRECTORS, EXECUTIVE OFFICERS,
                          PROMOTERS, AND CONTROL PERSONS,
                          COMPLIANCE WITH SECTION 16 (a) OF
 . . . . . . . . . . . .  THE EXCHANGE ACT                                19

ITEM 10. . . . . . .  EXECUTIVE COMPENSATION                              22

ITEM 11               SECURITY OWNERSHIP OF CERTAIN BENEFICAL
     . . . . . . . . . .  OWNERS AND MANAGEMENT                           23

ITEM 12               CERTAIN RELATIONSHIPS AND RELATED
   . . . . . . . . . . .  TRANSACTIONS                                    24

PART IV
--------

ITEM 13. . . . . . .  EXHIBITS AND REPORTS                                25

                      SIGNATURES . . .  . . . . . .                       26
</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.  Since inception the Company has not
been  in  bankruptcy,  receivership  or similar proceedings.  It has not had any
material  reclassification,  merger,  consolidation,  purchase  of  sale  of  a
significant  amount  of  assets  not  in  the  ordinary course of business.  The
executive  offices  of  the  Company  are  located  at 415 - 10357 109th Street,
Edmonton,  Alberta, Canada, T5J 1N3. (Tel: 780-420-1237) as at January 31, 2002.


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  (the  "OTCBB").  To  date,  the  Company  has  not made an
application  to the OTCBB and there is no assurance that its shares will ever be
quoted  on  the  OTCBB  or  any  other  exchange.


One  of the mineral claims owed by the Company is 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.


The  Company  still  has  the rights to the Bridge claim located in the Bralorne
mining area of British Columbia, Canada.  Certain exploration work has been done
on  this  claim  to  maintain  it  in  good standing as mentioned under Item 2 -
Description  of  Properties.


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
Bridge claim to a stage where a decision can be made by management as to whether
an ore body exists and can be successfully brought into production.  The Company
anticipates  obtaining  such  funds  from  its directors and officers, financial
institutions or by way of the sale of its capital stock 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.


The  Company  has  filed with the Securities and Exchange Commission (the "SEC")
various  documents  such  as  Forms  10-SB, 10-KSB, 10-QSB and other forms.  The
Company  has not distributed to its shareholders an annual report which included
the  audited  financial  statements,  information  circular  and  proxy.


                                      -4-
<PAGE>




The  shareholders  may  read and copy any material filed by the Company with the
SEC  at  the  SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C.,  20549.  The  shareholders may obtain information on the operations of the
Public  Reference  Room  by calling the SEC at 1-800-SEC-0330.  In addition, the
SEC  maintains  an  Internet  site  that contains reports, proxy and information
statements,  and  other  information  which the Company has filed electronically
with  the  SEC  by  accessing  the  website  using  the  following  address:
http://www.sec.gov.  Presently  the  Company  does  not  have  its  own Internet
             -----
address.  Shareholders can contact the Company at the address shown on the cover
sheet  of  this  Form 10-KSB to obtain a copy of any reports filed with the SEC.


PLANNED  BUSINESS


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

The  Company's  financial statements are stated in United States Dollars and are
prepared  in  accordance  with  United  States  Generally  Accepted  Accounting
Principles.  In  this  quarterly  report, unless otherwise specified, all dollar
amounts are expressed in United States Dollars.  All references to CDN$ refer to
Canadian  Dollars.

RISK  FACTORS

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

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

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


                                      -5-
<PAGE>



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

The  Company  has incurred a cumulative net loss for the period from February 2,
1999  (date  of inception) to January 31, 2002 of $66,498.  As a result of these
losses  and  negative  cash  flows  from  operations,  the  Company's ability to
continue  operations  will  be  dependent  upon the availability of capital from
outside sources unless and until it achieves profitability.  It can only achieve
profitability  if  an  ore  body  is  found  on  its  mineral  claims.

3.     NO  KNOWN  ORE  BODY

The Bridge claim does not contain a known body of commercial ore and, therefore,
any  program conducted on this claim would be an exploratory search for ore.  An
ore  body  may  never  be  found  on  the  Bridge  claim.

4     EXPENDITURES  MAY  NEVER  FIND  AN  ORE  BODY

There  is no certainty any expenditures made in the exploration of the Company's
claim  will  result  in  discoveries  of  commercial  quantities  of ore.   Most
exploration  projects  do  not  result in the discovery of commercially mineable
deposits  of  ore.

5.     FUNDS  FOR  EXPLORATION  MIGHT  NOT  BE  AVAILABLE

Resource  exploration  is  a speculative business in that a company might not be
able  to  raise  any  funding  subsequent  to  the  initial  capital.

6.     INSIGNIFICANT  MINERAL  DEPOSIT

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

7.     MARKETING  FACTORS  BEYOND  THE  CONTROL  OF  THE  COMPANY

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

8.     COMPETITION  WITHIN  THE  MINING  INDUSTRY

     In  Canada,  there  are numerous mining and exploration companies, both big
and  small,  and  competition  among  these  companies is intense.  All of these
mining  companies  are  seeking  properties  of merit, availability of funds and
distribution  of  their minerals.  The Company will have to compete against such
companies  to acquire the funds to further develop and explore the Bridge claim.
The  availability  of funds for exploration is extremely limited and the Company
might find it difficult to compete with larger and more well-known companies for
capital.  Even  though  the Company has the rights to the minerals on the Bridge


                                      -6-
<PAGE>



claim,  there  is  no guarantee it will be able to raise sufficient funds in the
future  to maintain this claim in good standing, complete exploration or develop
the  claim.   Therefore,  if  the  Company  does  not  have sufficient funds for
exploration,  the  claim  might  lapse  and be staked by other mining interests,
which  would represent a complete loss of all rights to the claim.   The Company
might  be forced to seek a joint venture partner to assist in the development of
the  Bridge claim.  In this case, there is the possibility the Company might not
be  able  to  pay  its proportionate share of the exploration costs and might be
diluted  to  an  insignificant  carried  interest.

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

9.     MINING  INVOLVES  A  HIGH  DEGREE  OF  RISK.

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

10.     ENVIRONMENTAL  CONCERNS

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

11.     TITLE  TO  THE  CLAIM.

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

12.     NO  SURVEY  HAS  BEEN  PERFORMED

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


                                      -7-
<PAGE>




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

The  Company's  auditors,  in the audited financial statements as at January 31,
2002,  have  indicated  a  concern in their audit opinion on whether the Company
will  be  able to raise sufficient funds to complete its objectives and, if not,
indicates  that  the  Company  might not be able to continue as a going concern.
Without  adequate  future  financing  the  Company  might  cease  to  operate.

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

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

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

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

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

The  grant and exercise of stock options, warrants or rights to be issued in the
future  would  likely  result in a dilution of the value of the Company's common
shares.  Moreover,  the Company may seek authorization to increase the number of
its  authorized  shares  and  to  sell  additional  securities  and/or rights to
purchase  such  securities  at any time in the future.  Dilution of the value of
the  common  shares  would  likely  result  from  such  sales.


                                      -8-
<PAGE>



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

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

18.     CONFLICT  OF  INTEREST

Some  of  the  Directors of the Company are also directors and officers of other
companies  and conflicts of interest may arise between their duties as directors
of the Company and as directors and officers of other companies.  Even with full
disclosure  by all the directors and officers, the Company cannot insure that it
will  receive  fair  and  equitable  treatment  in  every  transaction.

19.     CONCENTRATION  OF  OWNERSHIP  BY  MANAGEMENT.

The  management  of  the  Company,  either  directly or indirectly, owns 315,000
shares.  It  might  be  difficult  for any one shareholder to solicit sufficient
votes  to replace the existing management.  Therefore, any given shareholder may
never  have  a  voice  in  the  direction  of  the  Company.

20.     MINING  EXPERIENCE  BY  MANAGEMENT

None  of  the  management  of  the  Company  has had any mining experience.  The
Company  will  have  to  hire consultants to undertake work on its mineral claim
which  might  be expensive.  Without an individual on the Board of Directors who
has  had  mining experience, the directors will have to rely upon consultants to
furnish  them  accurate  information  on  the  process  of  any exploration work
undertaken  on  the  Bridge  claim.  The  Company  carries no key-man insurance.

21.     NUMBER  OF  EMPLOYEES  AND  NUMBER  OF  FULL  TIME  EMPLOYEES

All  of  the directors devote some time to the Company but none of them are full
time  since they all have other occupations which requires the majority of their
time.  As  a  group  the  directors and officers devote approximately 20 hours a
month  to  the affairs of the Company.  There are no employees in the Company at
the  present  time and therefore no full time employees.  The accountant for the
Company is an independent contractor who charges a fee for services rendered but
is  not  considered  to  be  an  employee  of  the  Company.

22.     RECENTLY  ENACTED  AND  PROPOSED  REGULATORY  CHANGES

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


                                      -9-
<PAGE>



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

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

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

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



                        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 has 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.


                                      -10-
<PAGE>



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
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  $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, $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,  $160,000  (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)


                                      -11-
<PAGE>



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.

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.


                                      -12-
<PAGE>





Company's  Main  Product
------------------------

The  Company's  main  product  will be, if possible, the sale of gold and silver
that  can  be  extracted once the mineral property has been explored.  Since the
property  has limited exploration on it, there is no guarantee any ore body will
ever  be  found.

Company's  Exploration  Facilities
----------------------------------

The  Company  has  no  plans  to construct a mill or smelter on the Bridge claim
since  within  several  miles of the claim there is a mill which at this time is
not operating.  The Company might not find enough ore, or maybe none, to require
the  use  of  a  mill.

While  in the exploration phase, the exploration crew will be living in the town
of  Gold  Bridge  due  to  its  close proximity to the Bridge claim and to avoid
building  any  permanent  facilities.

Other  mineral  properties
--------------------------

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

On  February 2, 2002, the Rubincon claim was forfeited and the Company no longer
has  an interest in the minerals on the claim and there is no liability attached
to  the  claim.

Investment  Policy
------------------

The Company has no limitations on the type of investments the Board of Directors
can  acquire although it is the intention of management to direct any idle funds
into interest bearing securities.  The investment policy of the Company does not
have  to be changed by the a vote of the shareholders.  It will be the Company's
policy  to  acquire assets primarily for income rather than for possible capital
gains.




                            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.



                                      -13-
<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.

From  inception through to January 31, 2002, the Company has issued and sold the
following  unregistered  shares of its common stock (the aggregated value of all
such  offerings  did  not  exceed  US$1,000,000):

(i)    Subscription  for  shares  by  Directors  and  Officers  of  the Company

a.     Subscription  for  shares  by  a  former  director  and  officers

On  February  25, 1999 the Company issued to its former President, Carsten Mide,
200,000  common  shares  and  to its former Secretary Treasurer, Kirsten Wilson,
100,000  common  shares  at  $0.001  per  share.

b.     Subscription  for  shares  by  current  directors  and  officers

On  February 25, 1999 the Company issued shares to individuals who either became
a  director and officer or their spouse became a director of the Company.   Jack
Cewe  became  a  Director of the Company on July 12, 1999 and Albert Ezzy became
Secretary  Treasurer  and  a  Director  of  the  Company  on  August  2,  1999.
Previously  Jack  Cewe's wife had purchased 50,000 common shares and Albert Ezzy
purchased  75,820  common  shares  both  at  a  price  of  $0.001  per  share.

The shares issued to the former President and Secretary Treasurer and the shares
issued  to  the  present  directors  and officers are restricted since they were
issued  in  compliance  with the exemption from registration provided by Section
4(2) of the Securities Act of 1933, as amended.   After this stock has been held
for  one year, the former and present Directors and Officers could sell within a
three  month  period a percentage of their shares based on 1% of the outstanding
stock  in  the Company.   Therefore, this stock can be sold after the expiration
of  one  year  in  compliance with the provisions of Rule 144.   There are "stop
transfer"  instructions  placed  against  this certificate and a legend has been
imprinted  on  the  stock  certificate  itself.

(ii)     Subscription  for  1,975,000  shares

On  February  25,  1999,  the  Company  accepted subscriptions from twenty-eight
investors  in the amount of 1,975,000 shares at a price of $0.001 per share.  In
all  cases  the consideration was cash.   These shares were issued in accordance
with the exemption from registration provided by Rule 504 of Regulation D of the
Securities  Act  of  1933,  as  amended,  and an appropriate Form D was filed in
connection  with  the  issuance  of  these  shares.


                                      -14-
<PAGE>



In  issuing  the 2,400,820 shares the Company did not use an underwriter nor did
it  make  a  public  distribution  of  its  shares.  The  Company sold shares to
friends,  relatives  and business associates of the directors and officers.  All
shares  were  sold  for  $0.001  per  share  with  no  underwriting discounts or
commissions.   The  Company  received  all the proceeds from the issuance of the
shares.

There  are  no  warrants,  stock  options  or securities convertible into common
shares  outstanding  as  at January 31, 2002.  There are no shares being offered
pursuant  to  an  employee  benefit  plan  or  dividend  reinvestment  plan.




       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.

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, $1,254 for exploration work on the Bridge claim and the amount
of  $20,384  due  to  a  director.

Funds  required  for  the  next  twelve  months

     The  requirements  for  funds  over  the next twelve months are as follows:

<TABLE>
<CAPTION>




Expense                                                      Amount
                                                             ------
<S>                                               <C>       <C>
Accounting and audit . . . . . . . . . . . . . .       (i)  $ 5,500
Bank charges . . . . . . . . . . . . . . . . . .      (ii)      100
Edgar filing fees. . . . . . . . . . . . . . . .     (iii)      880
Exploration expenses . . . . . . . . . . . . . .      (iv)    2,500
Filing fees. . . . . . . . . . . . . . . . . . .       (v)      150
Franchise taxes - Delaware . . . . . . . . . . .      (vi)      100
Office expenses. . . . . . . . . . . . . . . . .     (vii)    1,500
Transfer agent's fees. . . . . . . . . . . . . .    (viii)    1,700
                                                            -------
    Required funds for future expenses . . . . .             12,430
Outstanding accounts payable - unrelated parties      (ix)   13,129
                                                           ========
   Funds required for forthcoming year . . . . .           $ 25,559
                                                           ========
</TABLE>


                                      -15-
<PAGE>


The  Company  accounts for certain expenses which are not reflected in the above
amount  as  follows:

Management  fees  are  expensed  at  $500 per month with an offsetting credit to
Capital  in  Excess  of Par Value on the balance sheet.  Since the directors and
officers  receive  no  compensation from the Company and yet contribute time the
Company  recognizes this expense in its financial statements.  No future payment
in  either  cash  or  stock will be made against this accrual.  The total amount
expensed  during  the  current  year  was  $6,000.

Rent  is  not  incurred  by the Company but the Company realizes that there is a
benefit  in  using the personal resident of its directors and therefore expenses
$300  a  month with an offsetting credit, similar to management fees, to Capital
in  Excess  of Par Value.  The total amount expensed for rent during the current
year  was  $3,600.

Telephone  expenses  are  not incurred by the Company since it no longer has its
own  telephone number but uses the telephone number of its President.   Once the
Company  is  able  to  fund  the  cost  of  a  telephone, it will obtain its own
telephone  line.  Nevertheless,  management  feels  that  its  operations should
include  a  cost  for  a  telephone and, therefore, has set up $50 each month to
reflect  this  cost.  Similar to management fees and rent the accrual each month
has  been  credited  to  Capital  in  Excess  of  Par  Value.   The total amount
recognized  in  the  current  year  is  $600.

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

               January  31,  2002          Form  10KSB       $2,650
               April  30,  2002            Form  10QSB          950
               July  31,  2002             Form  10QSB          950
               October  31,  2002          Form  10QSB          950
                                                             ------
                                                             $5,500
                                                             ======

(ii)     The  Company has one bank account where the only charge each month is a
         service  charge.

(iii)     The Company will incur charges for filing its Forms 10-KSB and 10-QSB.

(iv)     To  maintain  the  Bridge  claim  in good standing, the Company will be
         required to either perform exploration work on the claim or pay cash in
         lieu to the  Ministry of Energy and Mines for the Province of British
         Columbia at having performed  no  work.  The  Bridge  claim comprises
         18 units which will cost Cdn. $200  per unit to keep in good standing.
         With recording fees, the Company has estimated that the  total  cost
         will  approximate  $2,500.

(v)      Represents fees to  be  paid  to The Company Corporation as registered
         agent  for  the  Company  in  the  State  of  Delaware.

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

(vii)    Office  expenses  comprise  an  estimate  of  photocopying,  fax  and
         delivery  charges.  It  is  projected  that these costs will increase
         due to the Company's  desire  to  file  a  Form  SB-2  with the SEC
         and the distribution to shareholders  of  financial  statements,
         information  circulars  and  proxies.


                                      -16-
<PAGE>



(viii)   The  annual charge by Nevada Agency and Trust Company is $1,200 and a
         fee  of $15 per each new share certificate issued.   The above amount
         represents the annual  fee  and estimated interest charges for late
         payment (due to the Company  having  limited  funds  at  this  time).

(ix)     Funds  will  be  required  during  the  year  to settle accounts with
         unrelated creditors.  No consideration has been given to the
         settlement of any amounts  owed  to  related  parties.

The  Company  presently  does  not  have  sufficient funds to meet its cash flow
requirements  for  the next twelve months.  The directors and officer might have
to  advance  further  funds  to  the  Company or seek some form of institutional
borrowing  guaranteed  by  the  directors  and  officers.

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

Expenses  incurred  during  the  current  year

During  the  fiscal  year  ended  January  31,  2002,  the  Company incurred the
following  expenses:

<TABLE>
<CAPTION>




Expense                                        Amount
                                               ------
<S>                                   <C>      <C>
Accounting and audit . . . . . . . .  i        $5,450
Bank charges . . . . . . . . . . . .               67
Edgar filing fees. . . . . . . . . .  ii        1,174
Exploration expenses . . . . . . . .  iii       4,991
Filing fees. . . . . . . . . . . . .  iv          150
Franchise fees . . . . . . . . . . .  v           106
Management fee . . . . . . . . . . .  vi        6,000
Office . . . . . . . . . . . . . . .              291
Rent . . . . . . . . . . . . . . . .  vi        3,600
Telephone. . . . . . . . . . . . . .  vi          600
Transfer agent's fees. . . . . . . .  vii       1,706
                                               ------
             Total expenses for year          $24,135
                                              =======
</TABLE>




i.     Accounting  and  audit

The  Company  had  its  financial  statements audited as at January 31, 2001 and
reviewed  for  the  quarters ending April 30, July 31 and October 31, 2001.  The
amount  charged  by  the auditors for this service was $3,200.  In addition, the
Company had an accountant prepare the necessary working papers for submission to
the  auditors  for  the  review  and/or examination of the above noted financial
statements.  The  cost  of  this  work  was  $2,250.


                                      -17-
<PAGE>



ii.     Edgar  filing  fees

The  Company  paid  $1,174  for  filing its Forms 10-KSB and 10-QSB on the Edgar
system.

iii.    Exploration  expenses

The  Company  has a report prepared by Douglas Symonds on the Bridge claim for a
cost  of  $1,426.  Subsequent to January 31, 2001, the Company undertook a small
exploration  program  on  the  Bridge claim in the amount of $2,311 and again in
January 2002 in the amount of $1,254.  The work performed is detailed under Item
2  -  Description  of  Property  above.

iv.     Filing  fees

Each  year the Company is charged $150 for The Company Corporation to act as the
registered  agent  for  the  Company  in  the  State  of  Delaware.

v.      Franchising  fees

The  Company  is  required to pay the State of Delaware a franchise tax based on
the  issued  share  capital  of  the Company.  Included in this amount is a late
interest  charge  of  $6.

vi.     Management  fee,  rent  and  telephone

As  discussed above, the Company has not incurred any charges for these expenses
but  gives  recognition  to  them  by  crediting Capital in Excess of Par Value.

vii.    Transfer  agent's  fees

During  the year the Company was charged by its transfer agent the annual fee of
$1,200  and  $506  in  interest  on  outstanding  balance.

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

The  Company  does  not  expect  significant changes in the number of employees.



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


Since  inception  the  Company  has purchased the Rubincon and Brdige claims and
preformed limited exploration work on each of the claims as more fully described
above.  Due  to  the  terrain  of  the  Rubincon  claim,  management allowed the
Rubincon  claim  to  lapse  during  the  forthcoming  year.




                                      -18-
<PAGE>



                          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>




                                                                 Term as
                                                                Director
Name                      Age          Position Held              Since
---------------------------------  --------  ----------------------  -----
<S>                                <C>       <C>                     <C>
Roman Kujath. . . . . . . 69       President and Director           1999

Irene Campany             61       Secretary-Treasurer and
                                           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.

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


                                      -19-
<PAGE>



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  10  hours,  comprising mainly administrative and planning duties,
whereas the Secretary Treasurer will devote 10 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:


                                      -20-
<PAGE>




       (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


                                      -21-
<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.


The  following table sets forth compensation paid or accrued by the Company
during  the  period ended January 31, 2002 to the Company's President, Directors
and  Secretary  Treasurer.

                     SUMMARY COMPENSATION TABLE (2000-2002)
                                          Long  Term  Compensation  (US Dollars)
                                          --------------------------------------
                     Annual  Compensation              Awards          Payouts
                      --------------------             ------          -------
<TABLE>
<CAPTION>




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

Roman Kujath . . . .  2000       -0-     -0-       -0-       -0-     -0-        -0-
President and. . . .  2001       -0-     -0-       -0-       -0-     -0-        -0-
  Director.    . . .  2002       -0-     -0-       -0-       -0-     -0-        -0-

Albert Ezzy-former .  2000       -0-     -0-       -0-       -0-     -0-        -0-
Secretary Treasurer.  2001       -0-     -0-       -0-       -0-     -0-        -0-
  and Director

Jack Cewe-former . .  2000       -0-     -0-       -0-       -0-     -0-        -0-
Director . . . . . .  2001       -0-     -0-       -0-       -0-     -0-        -0-

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

Martine Rummelhoff .  2001       -0-     -0-       -0-       -0-     -0-        -0-
Director . . . . . .  2002       -0-     -0-       -0-       -0-     -0-        -0-
</TABLE>




There  are  no  stock  options  outstanding  as  at  January 31, 2002, but it is
contemplated that the Company may issue stock options in the future to officers,
directors,  advisers  and  future  employees.


BONUSES  AND  DEFERRED  COMPENSATION

None

COMPENSATION  PURSUANT  TO  PLANS

None


                                      -22-
<PAGE>




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.
<TABLE>
<CAPTION>






Name and Address                                   Amount
 of Beneficial                 Nature of       of Beneficial     Percent
    Owner                     Ownership(1)      Ownership (2)   of Class
--------------------------------  ------------  --------------  ---------
<S>                               <C>           <C>             <C>
ROMAN KUJATH                    Direct                0            0.0%
415 - 10357 109th Street
Edmonton, Alberta
Canada, T5J 1N3.

IRENE CAMPANY                   Direct             200,000 (3)     10.0%
907 Quadling Avenue            Indirect             40,000 (4)
Coquitlam, B.C.
Canada, V3K 2A6

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

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



                                      -23-
<PAGE>




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


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

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

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

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





            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  had no transactions with any
promoters.


                                      -24-
<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          31

Balance Sheet  -  January 31, 2002                                           32

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          33

Statement in Changes in Stockholders' Equity for the Period from
February 2, 1999 (date of inception) to January 31, 2002                     34

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          35

Notes to the Financial Statements                                            36


(a)  (2)  FINANCIAL  STATEMENT  SCHEDULES

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

None.

(a)  (3)   EXHIBITS

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

3    Certificate of Incorporation, Articles of Incorporation and By-laws

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

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

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

Exhibit  A  -  Glossary of Geological and Technical      Terms               39




                                      -25-
<PAGE>




                                   SIGNATURES



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

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



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

     Date: April 17, 2003

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


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

     Date: April 17, 2003

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

     Date: April 17, 2003


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


     Dated: April 17, 2003



                                      -26-
<PAGE>





                            CERTIFICATION PURSUANT TO
                SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002

I,  Ted  Reimchen,  certify  that:

1.     I  have  reviewed this annual report on Form 10-KSB for the year ended
       January  31,  2001  of  Rubincon  Ventures  Inc.,  the  registrant;

2.     Based  on  my  knowledge,  this  annual  report does not contain any
       untrue  statement  of a material fact or omit to state a material fact
       necessary to make the statements made, in light of the circumstances
       under which such statements  were made, not misleading with respect to
       the period covered by this annual  report;

3.     Based on my knowledge, the financial statements, and other financial
       information  included  in  this  annual  report,  fairly present in all
       material respects  the  financial  condition, results of operations and
       cash flows of the registrant as of, and for, the periods presented  in
       this annual report;

4.     The  registrant's other certifying officer and I are responsible for
       establishing  and  maintaining disclosure controls and procedures (as
       defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
       we  have:

       a)  designed  such  disclosure  controls  and  procedures to ensure that
           material  information  relating  to  the  registrant, including its
           consolidated subsidiaries,  is made known to us by others within
           those entities, particularly during  the  period  in  which  this
           annual  report  is  being  prepared;

       b)  evaluated  the effectiveness of the registrant's disclosure controls
           and  procedures  as  of  a  date within 90 days prior to the filing
           date of this annual  report  (the  'Evaluation  Date');  and

       c)  presented  in  this  annual  report  our  conclusions  about  the
           effectiveness of the disclosure controls and procedures based on our
           evaluation as  of  the  Evaluation  Date;

5   .  The  registrant's  other  certifying  officer  and I have disclosed,
       based  on our most recent evaluation, to the registrant's auditors and
       the audit committee  of  registrant's  board  of  directors:

       a)  all  significant deficiencies in the design or operation of internal
           controls  which  could  adversely  affect  the registrant's ability
           to record, process, summarize and report financial data and have
           identified for the registrant's  auditors any material weaknesses in
           internal  controls;  and

       b)  any  fraud,  whether  or  not  material, that involves management or
           other employees who have a significant role in the registrant's
           internal controls;  and

6.     The  registrant's  other  certifying officer and I have indicated in this
       annual report whether or not there were significant changes in internal
       controls or in other factors that could significantly affect internal
       controls subsequent to the date of our most recent evaluation, including
       any corrective actions with regard  to  significant  deficiencies  and
       material  weaknesses.


Date: April 17, 2003                         /s/  "Ted  Reimchen"
                                             --------------------
                                       Ted  Reimchen,  President  and  Director



                                      -27-
<PAGE>





                            PRESIDENT'S CERTIFICATION


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In  connection  with  the Annual Report of Rubincon Ventures Inc. on Form 10-KSB
for  the  year ended January 31, 2002, as filed with the Securities and Exchange
Commission  on  the  date  hereof (the "Report"), I, Ted Reimchen, President and
Director of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant  to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of
my  knowledge  and  belief:

         (1)   the  Report fully complies with the requirements of Section 13(a)
               or  15(d)  of  the  Securities  Exchange  Act  of  1934;  and

         (2)   the  information  contained in the Report fairly presents, in all
               material  respects,  the  financial  condition  and results of
               operations of the Company.




                                     /S/ Ted Reimchen, President and Director

Date: April 17, 2003



                                      -28-
<PAGE>






                            CERTIFICATION PURSUANT TO
                SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002

I,  Irene Campany,  certify  that:

1.     I  have  reviewed this annual report on Form 10-KSB for the year ended
       January  31,  2001  of  Rubincon  Ventures  Inc.,  the  registrant;

2.     Based  on  my  knowledge,  this  annual  report does not contain any
       untrue  statement  of a material fact or omit to state a material fact
       necessary to make the statements made, in light of the circumstances
       under which such statements  were made, not misleading with respect to
       the period covered by this annual  report;

3.     Based on my knowledge, the financial statements, and other financial
       information  included  in  this  annual  report,  fairly present in all
       material respects  the  financial  condition, results of operations and
       cash flows of the registrant as of, and for, the periods presented  in
       this annual report;

4.     The  registrant's other certifying officer and I are responsible for
       establishing  and  maintaining disclosure controls and procedures (as
       defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
       we  have:

       a)  designed  such  disclosure  controls  and  procedures to ensure that
           material  information  relating  to  the  registrant, including its
           consolidated subsidiaries,  is made known to us by others within
           those entities, particularly during  the  period  in  which  this
           annual  report  is  being  prepared;

       b)  evaluated  the effectiveness of the registrant's disclosure controls
           and  procedures  as  of  a  date within 90 days prior to the filing
           date of this annual  report  (the  'Evaluation  Date');  and

       c)  presented  in  this  annual  report  our  conclusions  about  the
           effectiveness of the disclosure controls and procedures based on our
           evaluation as  of  the  Evaluation  Date;

5   .  The  registrant's  other  certifying  officer  and I have disclosed,
       based  on our most recent evaluation, to the registrant's auditors and
       the audit committee  of  registrant's  board  of  directors:

       a)  all  significant deficiencies in the design or operation of internal
           controls  which  could  adversely  affect  the registrant's ability
           to record, process, summarize and report financial data and have
           identified for the registrant's  auditors any material weaknesses in
           internal  controls;  and

       b)  any  fraud,  whether  or  not  material, that involves management or
           other employees who have a significant role in the registrant's
           internal controls;  and

6.     The  registrant's  other  certifying officer and I have indicated in this
       annual report whether or not there were significant changes in internal
       controls or in other factors that could significantly affect internal
       controls subsequent to the date of our most recent evaluation, including
       any corrective actions with regard  to  significant  deficiencies  and
       material  weaknesses.


Date: April 17, 2003                         /s/  "Irene Campany"
                                             --------------------
                               Irene Campany, Secretary Treasurer  and  Director




                                      -29-
<PAGE>







                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In  connection  with  the Annual Report of Rubincon Ventures Inc. on Form 10-KSB
for  the  year ended January 31, 2001, as filed with the Securities and Exchange
Commission  on  the  date  hereof  (the  "Report"),  I, Irene Campany, Secretary
Treasurer  and  Director  of the Company, certify, pursuant to 18 U.S.C. Section
1350,  as  adopted  pursuant  to  Section 906 of the Sarbanes-Oxley Act of 2002,
that,  to  the  best  of  my  knowledge  and  belief:

         (1)   the  Report fully complies with the requirements of Section 13(a)
               or  15(d)  of  the  Securities  Exchange  Act  of  1934;  and

         (2)   the  information  contained in the Report fairly presents, in all
               material  respects,  the  financial  condition  and results of
               operations of the Company.




                           /S/ Irene Campany, Secretary Treasurer and Director

Date: April 17, 2003




                                      -30-
<PAGE>







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

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


                                      -31-
<PAGE>




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


<TABLE>
<CAPTION>




ASSETS
<S>                                                         <C>
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.


                                      -32-
<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>




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


                                      -33-
<PAGE>



                             RUBINCON VENTURES INC.
                           (Exploration Stage Company)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
               For the Period February 2, 1999 (Date of Inception)
                               to January 31, 2001



<TABLE>
<CAPTION>




                                                                        CAPITAL IN
                                                   COMMON STOCK          EXCESS OF         ACCUMULATED
-                                               SHARES      AMOUNT       PAR VALUE           DEFICIT
                                                ------      ------       ----------         -----------
<S>                                             <C>         <C>               <C>           <C>
BALANCE FEBRUARY 2, 1999 (DATE OF INCEPTION) .        -   $      -       $       -         $         -

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

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

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

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

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

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.


                                      -34-
<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>





                                                           JAN 31,      JAN 31,     FEB 2, 1999 TO
                                                            2002          2001       JAN 31, 2002
                                                        -------------  ----------  ----------------
CASH FLOWS FROM
OPERATING ACTIVITIES:
<S>                                                     <C>            <C>         <C>               <C>
     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.


                                      -35-
<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.



                                      -36-
<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  certain  mineral  property known as the Rubincon
claim,  located  in  the  Zeballos  area  on Vancouver Island in the province of
British  Columbia,  with an expiry date of February 28, 2002.  The Bridge claim,
in the Bralorne distract of British Columbia, Canada, was acquired by staking on
February  7, 2000.  Assessment work was done on the Bridge claim from January 15
to  17,  2002,  and  the  new expiry date is February 7, 2003.  The Company will
allow  the  Rubincon  claim  to  lapse  on  its  due  date.

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


                                      -37-
<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.





                                      -38-
<PAGE>








EXHIBIT  A

                   GLOSSARY OF GEOLOGICAL AND TECHNICAL TERMS


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

Batholith  -  A  large, generally discordant plutonic mass that has more than 40
square  miles  of  surface  exposure  and  no  known  floor.

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

Chert  -  A  hard,  dense,  dull  sedimentary  rock  consisting  dominantly  of
interlocking  crystals  or  quartz  less  than  about  30um  in  diameter.

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

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

Feldspar  -  A  mineral  which  constitutes  60 percent of the earth's crust and
incurs  in  all  rock  types  and  decomposes  to form much of the clay in soil.

Felsic  -  Applies  to  light  colored  rock  contain  quartz  and  feldspar.

Granite  -  A  plutonic rock in which quartz constitutes 10 to 50 percent of the
felsic components and in which the alkali feldspar ratio is generally restricted
to  the  range  of  65  to  90  percent.

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

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

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

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

Plutonic  -  Pertaining  to  igneous  rocks  formed  at  great  depths.

Pryite  -  Often  known  as  fool's  gold  since  it  is  similar  in  color.

Quartz diorite - A group of plutonic rocks having the composition of diorite but
with  an  appreciable  amount  of  quartz,  i.e. between 5% and 20% of the light
colored  constituents.


                                      -39-
<PAGE>



Schistosity  -  It  is  considered  by  some  to  be  a  form  of  cleavage.

Sedimentary  rock  -  A  rock resulting from the consolidation of loose sediment
that  has  accumulated  in     layers.

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

Silicate  -  A compound regarded as a salt or ester of any of the silicic acids.

Staking  -  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
individual  staking  a claim, known as the "staker" inserts a post or stake into
the  ground  of  unstaked  property  and defines this post as the corner post or
"identification"  post.  A  serial  pre-numbered  tag,  purchased  from the Gold
Commissioner's  office  (a  department  of  the  Ministry  of  Mines  of British
Columbia),  is  affixed  to the post and the date and time of inserting the post
into  the  ground  is  recorded on it as well as the proposed name of the Claim.
The  staker  is  required to walk in a line one in the directions from the stake
and another line a 90 degree angle from the original walk starting at the corner
post  for  another  1500  feet.  Upon  completion  of these two walks the staker
records  the number of units being staked upon the metal tag on the corner post.
This  information is recorded on a 4 foot post mineral claim form and filed with
the  Gold  Commissioner's  Office.

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

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

Wallrock  - The rock forming the wall of a bore-hole or the rock mass comprising
the  wall  of  a  fault.



                                      -40-
<PAGE>