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,  2000
                                            ------------------

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

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

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

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


 4761  Cove  Cliff  Road
North  Vancouver,  British  Columbia,  Canada                    V7G  1H8

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


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

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


Securities  registered  under  section  12  (b)  of  the  Act:


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


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


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


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

                                 Not applicable

                    (APPLICABLE ONLY TO CORPORATE COMPANIES)

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

                       DOCUMENTS INCORPORATED BY REFERENCE


Documents  incorporated  by  reference  are  described under Part IV of the Form
10-KSB/A (AMENDED).






                                      -2-
<PAGE>





                                TABLE OF CONTENTS




PART  1
-------


<TABLE>
<CAPTION>




                                                            Page
                                         -------------------------------
<S>                                      <C>                              <C>
ITEM 1. .  DESCRIPTION OF BUSINESS                             4

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                         13

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

ITEM 7.   FINANCIAL STATEMENTS                                18

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
          ON ACCOUNTING  AND FINANCIAL DISCLOSURE             18

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                              21

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

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS      24

PART IV
----------

ITEM 13.  EXHIBITS                                            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 under the laws of the
State of Delaware.  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  or  sale  of a significant amount of assets not in the
ordinary  course of business.   The executive offices of the Company are located
at  1366-161st  Street,  Surrey, B.C. V4A 8A6. (Tel: 604-526-0751) as at January
31,  2000.


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


     Management  anticipates  that the Company's shares will be qualified on the
system of the National Association of Securities Dealers, Inc. ("NASD") known as
the  OTC  Bulletin Board.  At this time there is no assurance that the Company's
shares  will  ever  be  quoted  on  the  OTC  Bulletin  Board or any other stock
exchange.



     The  Company  owns  one mineral property known as the 'Rubincon' Claim.  It
does  not  presently  own  any  other mineral properties.  The Company holds the
rights  to  the  minerals on the Rubincon property until February 28, 2000.  The
land itself is owned by the Province of British Columbia (known as the "Crown").
If  the Company does not undertake an exploration program ("assessment work") on
the  mineral claim on or before February 28, 2000 in the amount of $1,100 or pay
a  similar  amount  as cash-in-lieu to the Crown the rights to the minerals will
expire and the property can be 'staked' by another party.  If the Company either
does  assessment  work  or  pay  cash-in-lieu  the rights to the minerals on the
Rubincon claim will remain in good standing until February 28, 2002.  So to hold
the  mineral  rights  for  future  years  the  Company  will  either have to pay
cash-in-lieu  of  $2,200  each  year  or  perform  work  on  the  property.



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


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

                                      -4-
<PAGE>





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



     The  Company  will file with the SEC various documents such as Forms 10-SB,
10-KSB  and  10-QSB  and other forms.  The Company will eventually distribute to
its  shareholders  an  annual  report  which  includes  the  audited  financial
statements,  information circular and proxy.   The Company has never distributed
any  material  to  its  shareholders  during  the  prior  year.

     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.


                                      -5-
<PAGE>



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  it  difficult  to  base any opinion on the future success of the Company.
Given the Company's limited operating history, lack of revenue, having operating
losses and knowing it will incur net losses for some time into the future, there
can  be  no  assurance  the  Company will achieve the goals it has set itself by
finding  an  ore  body  of  merit  on  its  mineral  claim.

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, 2000 of $23,160.  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  claim.

3.     NO  KNOWN  ORE  BODY

     The  Rubincon  and  the  Bridge  claims  do  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 claim.

4     EXPENDITURES  MAY  NEVER  FIND  AN  ORE  BODY

     There  is  no  certainty  any  expenditures  made in the exploration of the
Company's  claims  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.


                                      -6-
<PAGE>


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 Rubincon and
Bridge  claims.  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  its  claims,  there  is no guarantee it will be able to raise
sufficient funds in the future to maintain the claims in good standing, complete
exploration  or  develop  the  claims.   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
claims.   The  Company might be forced to seek a joint venture partner to assist
in  the  development  of the Rubincon and Bridge claims.  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.

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 financial
position.

10.     ENVIRONMENTAL  CONCERNS

     The Company must meet certain environmental requirements in exploration and
developing, if warranted, the Rubincon claim. 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 primary
regulations,  or  Acts,  to  which  the  Company must adhere include the "Timber
Harvesting  Practices  Regulations",  "Mineral  Tenure  Act",  "Coal  Act"  and
"Forestry  Act".  Each  of the former Acts has its own environmental concerns to
which  the  Company  must  adhere.  The Company might be liable for pollution or
other  violations  if  it  does not properly comply with 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 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 of
British  Columbia.  The  cost  and  effect  of  compliance  with  these  strict
environmental requirements are unknown to the Company at this time and cannot be
reasonably  estimated.  There  is  no  assurance  that the Company will have the
resources  or ability to comply with these Acts.  Failure to comply could have a
material  adverse  effect  on  the  Company's  results  of operations, financial
condition  or  ability to continue as a going concern.  The Company is unable to
assess  what  the  cost  would  be  to  adhere  to  the  various  environmental
requirements.

                                      -7-
<PAGE>




11.     TITLE  TO  THE  CLAIM.

     While  the  Company  has obtained the usual industry standard title reports
with  respect to the Rubincon and Bridge claims, this should not be construed as
a  guarantee  of  title.  These  claims  may  be  subject  to prior unregistered
agreements  or  transfers  or  native  land  claims and title may be affected by
undetected defects.  Certain of the claims 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  Rubincon  and Bridge claims have never been surveyed and, accordingly,
the  precise  location  of  the  boundaries  of  the properties and ownership of
mineral rights on specific tracts of land comprising the claims may be in doubt.

13.     REFINING THE ORE MIGHT PROVE TO BE DIFFICULT IN THE ZEBALLOS MINING AREA

     Even  if  there  exists  a  commercially  viable  ore  body,  there  may be
substantial  competition in the Zeballos mining area to obtain the services of a
refinery.  Any  mill  might  be  at  full capacity having secured contracts from
other companies which would result in the Company seeking out other mills.  This
might  result  in the ore being transported long distances at high charge rates.

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

The  Company's  auditors,  in the audited financial statements as at January 31,
2000,  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.

15.     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  U.S.  Securities  and  Exchange  Commission  (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


                                      -8-
<PAGE>


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.

16.     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.

17.     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.

18.     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.

19.     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.

20.     CONCENTRATION  OF  OWNERSHIP  BY  MANAGEMENT.

     The  management of the Company, either directly or indirectly, owns 125,820
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.

21.     MINING  EXPERIENCE  BY  MANAGEMENT

     None  of  the management of the Company has had any mining experience other
then Jack Cewe who has been in the mining and production of gravel for 50 years.
He  has  had no experience in the mining of precious metals similar to the other
directors.  The Company will have to hire consultants to perform the exploration
work  on  the  Rubincon  claim.   The  Company does not carry key man insurance.


                                      -9-
<PAGE>



22.     NUMBER  OF  EMPLOYEES  AND  NUMBER  OF  FULL  TIME  EMPLOYEES

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


Other  information

The  Company has not spent any funds since inception of research and development
of  any  products.



                        ITEM 2. DESCRIPTION OF PROPERTIES


EXPLORATION  OF  THE  RUBINCON  CLAIM

     The  Company  retained  Calvin Church, Professional Geologist of Vancouver,
British  Columbia, to summarize the geology and mineral potential on its mineral
claim  near Zeballos, British Columbia.  His report is dated July 15, 1999.  The
mineral  claim  was  staked  February  11,  1999  and  named  "Rubincon".

     The  Claim  covers  16 metric units (986 acres) located within the Zeballos
Mining  Camp  near  the  town of Zebellos on the West Coast of Vancouver Island.
Gold  bearing  quartz  veins  in  the Zeballos mining camp produced over 287,811
ounces  of  gold and 124,700 ounces of silver from ore averaging 0.44 ounces per
ton  during  the  period  of  1934  to  1948.


                                      -10-
<PAGE>




 LOCATION,  ACCESS  AND  TOPOGRAPHY
-----------------------------------

     The property is situated three miles east of the town of Zeballos, which is
located  on  the  West  Coast  of  Vancouver Island about 188 miles northwest of
Victoria,  British  Columbia,  Canada.  The  geographic  center  of the Rubincon
property is located at 126 46'10" West Longitude and 50 00'08" North Latitude on
N.T.S.  mapsheet 92 L/2.  This location may also be described as being in U.T.M.
zone  09  with  coordinates  Northing  5541050N  and  Easting 659900E. The claim
boundaries  enclose  the  headwaters  of Goldvalley and Curley Creeks with Lukwa
Mountain  in  the  approximate  centre  of  the  claim.

     Access  is  by  an  all  weather  road  that follows the Zeballos River and
connects  Zeballos  to the Island highway at Mukwilla Lake.  Five miles north of
the  town  of  Zeballos  the Goldvalley main line branches south and follows the
valley  past  the C.D. Mine where footpaths lead to the headwaters of Goldvalley
Creek  and  onto  the  west  side of the property.  Alternatively forestry roads
following  the  west side of the Nomash river lead to the old Homeward mine from
where  Curly  creek  may be followed to its headwaters and onto the claim's east
side.  A  logging  road  is proposed to access timber in the Curly Creek valley.

     The  terrain  is mountainous and rugged.  Elevations range from 275 feet in
the  Zeballos River valley to above 3,749 feet at some of the local peaks within
the  mining camp.  Many of the creeks flow down waterfalls in narrow canyons and
there  are many unscalable bluffs which make foot traverses difficult.  The area
is  considered coastal rainforest and total annual precipitation is high, rarely
less  than  200  inches.  Forests  of  yellow  cedar  and  hemlock  populate the
mountaintops  and  Douglas  fir  and  red  cedar grow well in the river valleys,
however,  much  of  the  main  drainages  were  logged  in  the  1940's.

CLAIM  STATUS
-------------

     The Rubincon claim was staked by a commissioned staker and is registered in
the  Alberni  Mining  Division  of  British Columbia.  The claim was sold to the
Company  for  the  sum  of  $385  thereby  allowing the Company to own the claim
outright.  Mineral  tenure  is  secure  for one year from the date of staking as
described  below.

     Claim  Name          Tenure  No.     Units          Expiry  Date___
     -----------          -----------     -----          ---------------
       Rubincon             367964          16          February  28,  2001

PROPERTY  GEOLOGY
-----------------

Detailed  geological  mapping  of the Zeballos Mining Camp was completed by J.S.
Stevenson  in  1950.  Mesozoic  volcanics  and  sediments of the Vancouver Group
outcrop  and are intruded by Coast intrusives of probable Jurassic age over this
relatively  small  area  (58 km ) (22.6 miles).  Geological mapping by Stevenson
did  not attempt to make regional correlations but instead used lithology of the
rocks to define the mappable units.  Refer to Exhibit A - Glossary of Geological
and  Technical Term for definitions of the various geological terms used in this
Report.

     The  volcanic  and  sedimentary  rocks  comprise  a conformable series that
strikes north-northwest and dips south to southwesterly so that the oldest rocks
are  found  to  the  east  and  the youngest to the west.  Andesitic lava of the
Karmutsen  volcanics  outcrop  north the Zeballos river and represent the oldest
mapped  unit.  Massive  limestone  of  the  Quatsino  Formation  is  intruded by
porphyritic  granodiorite  in  the  area of the Central Zeballos mine.  South of
that  mine a wedge shaped area of lime silicate rocks, which strike easterly and
dip  vertically,  is  mapped  between the limestone and quartz diorite.  A large


                                      -11-
<PAGE>


assemblage  of  volcanics,  mainly  pyroclastics  and minor flows of the Bonanza
Formation,  abuts the quartz diorite to the west and outcrops over the southwest
quadrant  of  the  mining  camp.  A  northwesterly belt of Coast intrusives that
include,  from  oldest to youngest, gabbro and hornblende diorite, granodiorite,
quartz  diorite,  and  several  varieties of dykes, invade the stratified rocks.
The  intrusives  are  a  dominant feature within the Zeballos mining camp and as
most  mineral  deposits  are associated with it, is of considerable economic and
geological  interest.

     The major structure of the area is a monoclinal fold that strikes northwest
and  dips  40 to 60 degrees southwest.  The fold contacts is modified by a major
northwest  trending  dragfold between Lime and Contact creeks in which the crest
follows  Lime  creek  and  the  trough follows the ridge 600 metres to the east.
Minor  dragfolds  occur  near  with  the  quartz diorite.  A major northwesterly
trending  fault  of  indeterminate  displacement  follows  the North Fork of the
Zeballos  river  and  appears  to  dip  vertically  or  steeply  east.

Recent  Exploration  Work  by  the  Company  on  the  Rubincon  Mineral  Claim
------------------------------------------------------------------------------

     In  February  1999,  the  Rubincon  claim  block was laid out and staked to
encompass  prospective  ground  adjacent  to  the  southern  boundary of the old
Zeballos  gold  camp.   The  objective,  for  the  prospecting  program,  is  to
re-locate  old  showings,  old  workings  or  geological  structures of merit to
determine  whether  further  mineral  exploration  is  warranted.

     The  Company  engaged  a prospector in October 1999 to set up a geochemical
grid.   He  accessed  the  claim  by  road from the town of Zeballos; nine miles
away.    The  four-wheel  truck was left at the Nomash Road and a two and a half
mile  trek was made up the east side of Curly Creek.   The evaluation difference
from  the  Nomash River to Mt. Lukwa is approximately 3,000 feet over a two mile
horizontal  distance.   Ground  topography  was  extreme  with  vertical  bluffs
randomly  offset  throughout.   This  made  the contour prospecting difficult to
carry  out.  Nevertheless  the  prospector explored a large section of the claim
noting  various  outcrops  and  anomalies.   The  actual cost of prospecting the
claim  was  $2,758  which will be applied to maintain the claim in good standing
until  February 28, 2001.   A pack credit of approximately $1,600 can be applied
against  assessment  work  for  February  28,  2002.

     To  fully  explore and prospect the southern half of the claim, access will
require  helicopter  support.   This  will have to be performed in the spring or
early  summer  of  2000.   The  prospecting efforts took approximately one and a
half weeks before  the snow started to fall and the Company will not be able to
enter  the  claim  until  the  late  spring.

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 had limited exploration work performed 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 Rubincon
claim  until  an  ore  body  of  reasonable worth is found (which may be never).


                                      -12-
<PAGE>



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

Status  of  Rubincon  claim  and  other  mineral  properties
------------------------------------------------------------

     On  February  2,  2002, the Rubincon claim was forfeited and the Company no
longer  has  an  interest in the minerals of the claim and there is no liability
attached  to  the  claim.  On February 7, 2000, the Company acquired the mineral
rights  to a claim located in the Bralorne mining area of British Columbia which
it  named  the  "Bridge".   The  Company  has  no  other  claims.

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 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,  2000.


                                      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.   There are no restrictions on the
payment  of  dividends but the Company does not have sufficient funds on hand to
pay  any  dividends  and  when, and if, the occasion occurs that the Company has
additional  funds  available  to it, management feels it will direct any surplus
funds  to  the  development  of  its  mineral  claims.


                                      -13-
<PAGE>



     From inception through to January 31, 2000, 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.

     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.

As  at  January  31,  2000  the  Company  had  32  shareholders;  two  of  these
shareholders  are  officers  and  directors  of  the  Company.

     There  are no warrants, stock options or securities convertible into common
shares  outstanding  as  at January 31, 2000.  There are no shares being offered
pursuant  to  an  employee  benefit  plan  or  dividend  reinvestment  plan.



                                      -14-
<PAGE>



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


OVERVIEW


     The  Company  was  incorporated  on  February 2, 1999 under the laws of the
State  of  Delaware.  The  Company's Articles of Incorporation currently provide
that  the  Company is authorized to issue 25,000,000 shares of common stock, par
value  $0.001  per  share.   As  at January 31, 2000 there were 2,400,820 shares
outstanding.


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


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

As  at  January  31,  2000,  the  Company  had  $1,428 of assets, and $11,987 of
liabilities,  including  cash  or  cash  equivalents  amounting to $1,428.   The
liabilities  of  $11,987  are amounts of $1,950 accrued for audit and accounting
and  $105  for  telephone  and  the  amount  of  $9,932  due  to  a  director.


Funds  required  for  the  next  twelve  months

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


                                      -15-
<PAGE>



<TABLE>
<CAPTION>




Expense                                                  Amount
------------                                           --------
<S>                                            <C>       <C>
Accounting and auditing . . . . . . . . . . .       (i)  $5,050
Bank charges. . . . . . . . . . . . . . . . .      (ii)      80
Edgar filing fees . . . . . . . . . . . . . .     (iii)   2,075
Franchise taxes - Delaware. . . . . . . . . .      (iv)     102
Office expenses . . . . . . . . . . . . . . .       (v)     294
Transfer agent's fees . . . . . . . . . . . .      (vi)   1,402
                                                         ------
Estimated expenses for the next twelve months          $  9,003
                                                       ========
</TABLE>




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

     Management  fee  is 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.

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

               January  31,  2000               Form  10KSB        2,200
               April  30,  2000                 Form  10QSB          950
               July  31,  2000                  Form  10QSB          950
               October  31,  2000               Form  10QSB          950
                                                                  ------
                                                                  $5,050
                                                                  ======

(ii)     Based  on  actual  charges  incurred.

(iii)    The  Company  used the services of RCI Group of Washington, DC to file
         its  Form  10-SB  and  Forms  10-KSB  and  10-QSB

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

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

(vi)     The annual charge to the transfer agent is $1,200 and a fee of $15 per
         each  new  share certificate issued.   The above amount represents
         the annual fee and  interest  charges  for  late  payment.

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

     The  Company  is years away from mining an ore body and may never be in the
position to do so.  Unless substantial funding is realized over the next several
years,  the Company may not be able to survive unless it decides to enter into a
joint venture with a company having the funds to finance 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, 2000, the Company incurred the
following  expenses:



                                      -16-
<PAGE>



<TABLE>
<CAPTION>




Expense                                     Amount
----------                                  ------
<S>                                   <C>      <C>
Accounting and audit . . . . .  .  i        $4,500
Bank charges . . . . . . . . .      . . .       26
Filing fees. . . . . . . . .  . .  ii          125
Geological report. . . . . .  . .  iii       1,280
Incorporation costs. . . . .  . .  iv          519
Management fee . . . . . . .  . .  v         6,000
Office . . . . . . . . . . .  . .  vi          370
Rent . . . . . . . . . . . .  . .  v         3,600
Staking fees . . . . . . . .  . .  vii       3,195
Telephone. . . . . . . . . .  . .  viii        705
Transfer agent's fees. . . .  . .  ix        2,840
                                            ------
             Total expenses for year       $23,160
                                           =======
</TABLE>




i.   Accounting  and  audit

     The  Company  had its financial statements audited as at September 30, 1999
     for inclusion in the Form 10-SB filed with the SEC and for this Form 10-KSB
     for a total amount of $2,700. The remaining balance was for the accountant
     to prepare  the  working  papers  for  submission  to  the  auditors.

ii.  Filing  fees

     The  Company  paid  $125  to  maintain  itself in good standing for 2000 in
     Delaware.  The amount was paid to The Company Corporation of Delaware.

iii. Geological  report

     The  Company  paid Calvin Church $1,280 for the preparation of a geological
     report  on  the  Rubincon  claim  for  inclusion  in  the  Form  10-SB.

iv.  Incorporation  costs

     The  Company  originally  incorporate  itself  but an error was made in the
     authorized  share  capital;  being established at 1,500 common shares with
     a par value  of  $0.001  per share.  This error was detected by the
     transfer agent and the  Company  had  its  articles  changed  and  the
     share  capital increased to 25,000,000  common  shares  with a par value
     of $0.001 per share.  This error resulted  in  the  Company  paying an
     additional amount of money to correct this error.  Normal  incorporation
     charges  from  The  Company Corporation are $264.

v.   Management  fee,  rent  and  telephone

     As  discussed  above,  the  Company  has not incurred any charges for these
     expenses  but  gives  recognition  to  them.

vi.  Office

     Represent  fax, photocopying, printing and delivery charges incurred during
     the  year.

                                      -17-
<PAGE>



vii. Staking  fees

     Represents  the  cost  of staking the Rubincon claim in the Zeballos mining
     area of British Columbia.  This included wages, transportation, food  and
     lodging.

viii.Telephone

     Represents  the  charges  for a telephone number the Company had during the
     year.  Subsequent  to the year end the Company discontinued the telephone
     number and  no  longer  has  its  own  telephone  number.

ix.  Transfer  agent's  fees

     During  the  year  the  Company paid Nevada Agency & Trust Company of Reno,
     Nevada  the  annual  transfer  agent's fee of $1,200, $175 for obtaining a
     CUSIP number  and  $1,465  for  the  issuance  of  share  certificates.

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

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


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

Since  inception  the  Company  has  purchased  the Rubincon claim and performed
limited  exploration  work  on  the  claim  as  more  fully  described  above.



                          ITEM 7.  FINANCIAL STATEMENTS


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



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


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



                                      -18-
<PAGE>



                                    PART 111


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


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

<TABLE>
<CAPTION>




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

  Albert Ezzy . . . .   . . .        65   Secretary Treasurer and  1999
                                          Director

  Jack Cewe . . . . . . . . .        78   Director                 1999
</TABLE>




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

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

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


                                      -19-
<PAGE>







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


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

<TABLE>
<CAPTION>




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

Jack CeweInc.. . . . . . .  General Contracting    1967     Bellingham, Washington

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

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

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




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

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

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

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

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

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


                                      -20-
<PAGE>



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

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

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

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

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

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

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

               COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT
               --------------------------------------------------

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

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

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

Roman  Kujath        President  and  Director           Form  3

Albert  Ezzy         Secretary-Treasurer/Director       Form  3

Jack  Cewe           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,  2000.


     The  following table sets forth compensation paid or accrued by the Company
during  the  period  ended January 31, 2000 to the Company's President, Director
and  Secretary  Treasurer.

                    SUMMARY COMPENSATION TABLE (1999 - 2000)
                                          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
President and. . . .    1999-          -0-         -0-       -0-       -0-   -0-   -0-
Director. . .     .     2000           -0-         -0-       -0-       -0-   -0-   -0-

Albert Ezzy
Secretary Treasurer.    1999-          -0-         -0-       -0-       -0-   -0-   -0-
  and Director . . .    2000           -0-         -0-       -0-       -0-   -0-   -0-

Jack Cewe. . . . . .    1999-          -0-         -0-       -0-       -0-   -0-   -0-
Director . . . . . .    2000           -0-         -0-       -0-       -0-   -0-   -0-
</TABLE>




There  has been no compensation given to any of the Directors or Officers during
1999  and  2000.  There are no stock options outstanding as at January 31, 2000,
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

PENSION  TABLE

None

                                      -22-
<PAGE>



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, 2000, the name and address and
the  number  of shares of the Company's common stock, with a par value of $0.001
per  share, held of record or beneficially by each person who held of record, or
was  known  by  the  Company to own beneficially, more than 5% of the issued and
outstanding shares of the Company's common stock, and the name and shareholdings
of  each  director  and  of  all  officers  and  directors  as  a  group.
<TABLE>
<CAPTION>





      Name and Address                          Amount
       of Beneficial            Nature of    of Beneficial    Percent
           Owner               Ownership(1)    Ownership     of Class
-----------------------------  ------------  --------------  ---------
<S>                            <C>           <C>             <C>
       CARSTEN MIDE
       2453 Philips Place
       Burnaby, B.C.
       Canada, V5A 2W1. .    . .  Direct        200,000 (2)      8.0 %

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

       ALBERT EZZY
       1366 161st Street
       Surrey, B.C.
      Canada V4A 8A6. . . .    .  Direct         75,820 (2)      3.2 %

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

       Directors and officers
           as a group . .             . .       125,820          5.3 %
</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)     These  shares  are  owned  by  Mabel  Cewe,  wife  of  Jack  Cewe.



            ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


TRANSACTIONS  WITH  MANAGEMENT  AND  OTHERS

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

INDEBTEDNESS  OF  MANAGEMENT

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

TRANSACTIONS  WITH  PROMOTERS

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


                                      -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  as  at  January  31,  2000                                    32

Statement of Operations for the period from February 2, 1999
(Date of Inception) to January 31, 2000                                       33

Statement  in  Changes  in  Stockholders' Equity for the period
from February 2,1999 (Date of Inception) to January 31, 2000                  34

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

Exhibit A   -  Glossary of Geological and Technical Terms                     39

Exhibit  B  -  Certificate  of Incorporation                                  40

Exhibit  C  -  Articles of Incorporation                                      42

Exhibit  D  -  By-Laws                                                        48



                                      -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 14, 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 and Director

                     Date:  April 14, 2003

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

                     Date:  April 14, 2003


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



                                      -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,  2000  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 14, 2003
                                   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, 2000, 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 14, 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,  2000  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 evaluations, including any corrective
            action with regards to  significant  deficiencies  and  material
            weaknesses.

Date: April 14, 2003
                                 /s/  Irene Campany,  Secretary Treasurer



                                      -29-
<PAGE>




                        SECRETARY TREASURER'S CERTICIATE



                            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, 2000, 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 14, 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,  2000,  and  the  statement  of
operations, stockholders' equity, and cash flows for the period February 2, 1999
(date  of  inception)  to  January  31, 2000. These financial statements are the
responsibility  of the Company's management. Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audits.

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

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

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going concern. The Company is in the exploration
stage  and does not have the necessary working capital for its planned activity,
which raises substantial doubt about its ability to continue as a going concern.
Management's  plans  in  regard  to these matters are described in Note 5. These
financial  statements  do not include any adjustments that might result from the
outcome  of  this  uncertainty.


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



                                      -31-
<PAGE>






                             RUBINCON VENTURES INC.
                           (Exploration Stage Company)

                                 BALANCE  SHEET

                                January 31, 2000


<TABLE>
<CAPTION>




ASSETS
<S>                                                        <C>
CURRENT ASSETS

     Bank . . . . . . . . . . . . . . . . . . . . . . . .  $  1,428
                                                           ---------

            Total Current Assets. . . . . . . . . . . . .     1,428
                                                           ---------

OTHER ASSETS

      Mineral claims - Note 3 . . . . . . . . . . . . . .         -
                                                           ---------

                                                           $  1,428
                                                           =========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

      Accounts payable. . . . . . . . . . . . . . . . . .  $  2,055
      Accounts payable - related parties. . . . . . . . .     9,932
                                                           ---------

             Total Current Liabilities. . . . . . . . . .    11,987
                                                           ---------

STOCKHOLDERS' EQUITY

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

     Capital in excess of par value . . . . . . . . . . .    10,200

     Deficit accumulated during the exploration stage . .   (23,160)
                                                           ---------

           Total Stockholders' Deficiency . . . . . . . .   (10,559)
                                                           ---------

                                                           $  1,428
                                                           =========
</TABLE>






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


                                      -32-
<PAGE>



                             RUBINCON VENTURES INC.
                           (Exploration Stage Company)

                            STATEMENT  OF  OPERATIONS

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



<TABLE>
<CAPTION>




REVENUES                        $-
<S>                         <C>
EXPENSES . . . . . . . . .      23,160
                            -----------

NET LOSS . . . . . . . . .  $  (23,160)
                            ===========



NET LOSS PER COMMON SHARE

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


AVERAGE OUTSTANDING SHARES

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












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


                                      -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, 2000


<TABLE>
<CAPTION>




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

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

Capital contribution - expenses. . . . . . .         -         -               10,200

Net operating loss for the year ended
     January 31, 2000. . . . . . . . . . . .         -         -                   -        (23,160)
                   . . . . . . . . . . . . .         .                              .              .
                                             ---------     -----               -------       ------

BALANCE JANUARY 31, 2000 . . . . . . . . .   2,400,820   $ 2,401             $  10,200    $ (23,160)
                                            ==========    ======                ======       =======
</TABLE>









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


                                      -34-
<PAGE>






                             RUBINCON VENTURES INC.
                           (Exploration Stage Company)

                           STATEMENT  OF  CASH  FLOWS

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



<TABLE>
<CAPTION>




CASH FLOWS FROM
OPERATING ACTIVITIES:
<S>                                                                 <C>
     Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . .  $(23,160)

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

          Increase in accounts payable . . . . . . . . . . . . . .    11,987
          Contributions to capital - expenses. . . . . . . . . . .    10,200
                                                                    ---------

               Net Cash Flows from Operations. . . . . . . . . . .      (973)
                                                                    ---------

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


CASH FLOWS FROM FINANCING
     ACTIVITIES:

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

     Net Increase in Cash. . . . . . . . . . . . . . . . . . . . .     1,428

     Cash at Beginning of Period . . . . . . . . . . . . . . . . .         -
                                                                    ---------

     CASH AT END OF PERIOD . . . . . . . . . . . . . . . . . . . .  $  1,428
                                                                    =========


SCHEDULE OF NONCASH OPERATING ACTIVITIES


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






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


                                      -35-
<PAGE>




                             RUBINCON VENTURES INC.
                           (Exploration Stage Company)

                        NOTES  TO  FINANCIAL  STATEMENTS

                                January 31, 2000


1.     ORGANIZATION

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

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

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


2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Accounting  Methods
-------------------

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

Dividend  Policy
----------------

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

Income  Taxes
 -------------

On  January  31,  2000,  the  Company  had a net operating loss carry forward of
$23,160.  The tax benefit from the loss carry forward has been fully offset by a
valuation  reserve  because  the use of the future tax benefit is doubtful since
the  Company  has  no  operations.

The  loss  carryforward  will  expire  in  the  year  2021.

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

Basic  net  income (loss) per share amounts are computed using the weighted
average  number  of common shares and common equivalent shares outstanding as if
shares  had been issued on the exercise of the preferred share rights unless the
exercise  becomes  antidilutive  and  then  only the basic per share amounts are
shown  in  the  report.


                                      -36-
<PAGE>




                             RUBINCON VENTURES INC.
                           (Exploration Stage Company)

                        NOTES  TO  FINANCIAL  STATEMENTS

                                January 31, 2000


2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  -  CONTINUED

Capitalization  of  Mining  Claim  Costs
----------------------------------------

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

Environmental  Requirements
---------------------------

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

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

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

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

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

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

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

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

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



                                      -37-
<PAGE>




                             RUBINCON VENTURES INC.
                           (Exploration Stage Company)

                        NOTES  TO  FINANCIAL  STATEMENTS

                                January 31, 2000


3.     MINERAL  CLAIMS

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

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

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

4.     RELATED  PARTY  TRANSACTIONS

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

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


5.     GOING  CONCERN

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






                                      -38-
<PAGE>








Exhibit  A

                   GLOSSARY OF GEOLOGICAL AND TECHNICAL TERMS

Andesite  -  Fine  grained  intermediate  volcanic  rock.

Dragfold - Being a minor fold, usually one of a series, formed in an incompetent
bed  lying  between  more  competite beds, produced by movement of the competent
beds  in  opposite  directions  relative  to  one  another.

Dyke  -  A  sheet-like  body  of  igneous rock, which cuts across the bedding or
structural  planes  of  the  host  rock.

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.

Gabbro  -  A  course-grained  (plutonic)  dark  colored  igneous  rock.

Granodiorite  -  A  coarse-grained  igneous  rock  composed  of  20% quartz and
feldspar  of  which  plagioclase  makes  up  67%  of  the  total  feldspar.

Hornblende  diorite  -  A  coarse-grained  plutonic  intermediate  igneous rock,
consisting essentially of intermediate plagioclase and hornblende; quartz may be
present  in amounts up to 10% and alkali feldspar may also occur up to one third
of  the  total  feldspar.

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.

Lithology  - The character of a rock described in terms of its structure, color,
mineral  composition,  grain  size  and  arrangement  of  its  component  parts.

Mesozoic  -  The name used to describe several periods of geologic time covering
from  225  million  years  to  about  65  million  years  ago.

Monoclinal  fold  -  A fold having only one limb and being a uniform gentle dip.

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

Porphyry  - An igneous rock of any composition that contains obvious phenocrysts
in  a  fine-grained  groundmass.

Pyroclastic rocks - Consist of fragmental volcanic material which has been blown
into  the  atmosphere  by  explosive  activity.


                                      -39-
<PAGE>



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.

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

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 ather 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.

Trending  fold - A general term for the direction or bearing of the outcrop of a
geological  feature  of  any dimension, such as a layer, vein, ore body, fold or
orogenic  belt.

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.






                                      -40-
<PAGE>







Exhibit  B

                          CERTIFICATE OF INCORPORATION

                                       OF

                             RUBINCON VENTURES INC.




     FIRST.          The  name  of  the  corporation  shall  be:

                             RUBINCON VENTURES INC.

     SECOND:     Its registered office in the State of Delaware is to be located
                 at  1013      Centre  Road,  in  the City of Wilmington,
                 County of New Castle, 19805, and its  registered agent  at
                 such  address  is  THE  COMPANY  CORPORATION.

     THIRD:      The  purpose  or  purposes  of  the  corporation  shall be:

                 To  engage in any lawful act or activity for which corporations
                 may be organized under the General Corporation Law of Delaware.

     FOURTH:     The  total number of shares of  stock  which this corporation
                 Is authorized  to  issue  is:

                 One Thousand Five Hundred (1,500) shares  without  par  value.

     FIFTH:      The name and mailing address of the incorporator is as follows:

                 Neysa  Webb
                 The  Company  Corporation
                 1013  Centre  Road
                 Wilmington,  DE  19805

     SIXTH:      The Board of Directors shall have the power to adopt, amend or
                 repeal  the  by-laws.

IN  WITNESS WHEREOF, The undersigned, being the incorporator hereinbefore named,
has  executed,  signed  and  acknowledged this certificate of incorporation this
second  day  of  February,  A.D.  1999.


                                   //s//  "Neysa  Webb"
                                   --------------------
                                       Neysa  Webb
                                       Incorporator




                                      -41-
<PAGE>





Exhibit  C



                            ARTICLES OF INCORPORATION

                                STATE OF DELAWARE

                 AMENDED AND RESTATED ARTICLES OF INCORPORATION

                                       OF

                             RUBINCON VENTURES INC.

         The  undersigned  corporation  amends  and  restates  its  Articles  of
Incorporation  originally  filed on February 2, 1999 pursuant to Sections 242 of
the  General  Corporation  Law  of  the  State  of  Delaware.

                                    ARTICLE I

         The  name  of  this  corporation  shall  be:

                             RUBINCON VENTURES INC.

                                   ARTICLE II

         This corporation may engage in any activity or business permitted under
the laws of the State of Delaware, and shall enjoy all the rights and privileges
of  a  corporation  granted  by  the  laws  of  the  State  of  Delaware.

                                   ARTICLE III

         The  aggregate  number  of  shares  which  the  corporation  shall have
authority  to  issue  is  25,000,000  Common Shares ("Common Stock"), with a par
value  of  $.001  per  share.

         The designation and the preferences, limitations and relative rights of
the  Common  Stock  is  as  follows:

                  1.  Except  as otherwise required by law or as may be provided
by  the resolutions of the Board of Directors authorizing the issuance of Common
Stock, as hereinabove provided, all rights to vote and all voting power shall be
vested  in  the  holders  of  Common  Stock.

                  2.  The  holders  of Common Stock shall be entitled to receive
when,  as  and  if  declared  by  the  Board  of Directors, out of funds legally
available  therefor,  dividends  payable  in  cash,  stock  or  otherwise.

                  3.  Upon  any  liquidation,  dissolution or winding-up of the
corporation, whether  voluntary or involuntary, the remaining net assets of the
corporation shall be distributed pro rata to the holders of  the Common  Stock.



                                      -42-
<PAGE>



General  Provisions.

                   1.  Except as may be provided by the resolutions of the Board
of  Directors authorizing the issuance of Common Stock, as hereinabove provided,
cumulative  voting  by  any  shareholder  is  hereby  expressly  denied.

                   2.  No  shareholder of this corporation shall have, by reason
of  its  holding  shares of any class or series of stock of the corporation, any
preemptive  or preferential rights to purchase or subscribe for any other shares
of  any class or series of this corporation now or hereafter authorized, and any
other  equity  securities,  or  any notes, debentures, warrants, bonds, or other
securities  convertible  into or carrying options or warrants to purchase shares
of  any  class,  now  or hereafter authorized whether or not the issuance of any
such  shares,  or  such  notes,  debentures,  bonds  or  other securities, would
adversely  affect  the  dividend  or  voting  rights  of  such  shareholder.

                                   ARTICLE IV

         The  corporation  is  to  have  perpetual  existence.

                                    ARTICLE V

         The  business  and  property  of  the corporation shall be managed by a
Board of not fewer than one (1) director, who shall be a natural persons of full
age, and who shall be elected annually by the shareholders having voting rights,
for  the  term of one year, and shall serve until the election and acceptance of
their  duly  qualified  successors.  In  the  event of any delay in  holding, or
adjournment  of, or failure to hold an annual  meeting, the terms of the sitting
directors  shall  be automatically continued indefinitely until their successors
are  elected  and  qualified,  Directors  need  not be residents of the State of
Delaware nor shareholders.  Any vacancies, including vacancies resulting from an
increase  in  the  number of directors, may be filled by the Board of Directors,
though  less than a quorum, for the unexpired term. The Board of Directors shall
have  full power, and it is hereby expressly authorized, to increase or decrease
the  number  of  directors  from  time  to  time without requiring a vote of the
shareholders.  Any director or directors may be removed with or without cause by
the  shareholders  at  a  meeting  called  for  such  purpose.

                                   ARTICLE VI

         This  corporation,  and  any  or  all  of  the  shareholders  of  this
corporation,  may  from  time  to  time  enter into such agreements as they deem
expedient  relating  to  the  shares  of  stock  held  by  them and limiting the
transferability  thereof;  and  thereafter  any transfer of such shares shall be
made  in  accordance with the provisions of such agreement, provided that before
the  actual  transfer  of  such  shares on the books of the corporation, written
notice  of  such  agreement  shall be given to this corporation by filing a copy
thereof  with the secretary of the corporation and a reference to such agreement
shall  be  stamped,  written  or  printed upon the certificate representing such
shares,  and the By-Laws of this corporation may likewise include provisions for
the  making  of  such  agreement,  as  aforesaid.

                                   ARTICLE VII

         The  private  property of the shareholders of the corporation shall not
be  subject  to  the  payment of the corporation's debts to any extent whatever.


                                      -43-
<PAGE>



                                  ARTICLE VIII

         The  corporation hereby designates, as its Registered Agent, and as its
Resident  Agent  to  accept  service  of  process  within the State of Delaware:

               The  Company  Corporations
               1013  Centre  Road
               Wilmington,  DE,  19805

                                   ARTICLE IX

         The  following  indemnification  provisions  shall  be  deemed  to  be
contractual  in  nature  and  not subject to retroactive removal or reduction by
amendment:

         A.  The corporation shall indemnify any person who was or is a party or
is  threatened  to  be  made  a  party  to any threatened, pending, or completed
action,  suit  or  proceeding,  whether  civil,  criminal,  administrative,  or
investigative  (other  than  an action by or in the right of the corporation) by
reason  of the fact that he is or was a director, officer, employee, or agent of
the  corporation,  or  is  or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture,  trust,  or  other  enterprise,  against expenses (including attorneys'
fees),  judgments, fines, and amounts paid in settlement actually and reasonably
incurred  by him in connection with such action, suit, or proceeding if he acted
in  good faith and in a manner he reasonably believed to be in or not opposed to
the  best interests of the corporation, and, with respect to any criminal action
or  proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination  of  any action, suit, or proceeding by judgment, order, settlement,
conviction, or upon a plea of no contest or its equivalent shall not, of itself,
create  a  presumption that the person did not act in good faith and in a manner
which  he  reasonably  believed to be in or not opposed to the best interests of
the  corporation,  and  with  respect  to any criminal action or proceeding, had
reasonable  cause  to  believe  that  his  conduct  was  unlawful.

       B. The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason  of the fact that he is or was a director, officer, employee, or agent of
the  corporation,  or  is  or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise against expenses (including attorneys' fees)
actually  and  reasonably  incurred  by  him  in  connection with the defense or
settlement  of  such action or suit if he acted in good faith and in a manner he
reasonably  believed  to  be  in  or  not  opposed  to the best interests of the
corporation  and  except that no indemnification shall be made in respect of any
claim,  issue,  or matter as to which such person shall have been adjudged to be
liable  for  negligence  or  misconduct  in  the  performance of his duty to the
corporation unless and only to the extent that the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of  liability  but  in view of all the circumstances of the case, such person is
fairly  and  reasonably  entitled to indemnity for such expenses which the court
shall  deem  proper.

         C.  To  the  extent that a director, officer, employee, or agent of the
corporation  has  been  successful  on the merits or otherwise in defense of any
action,  suit, or proceeding referred to in subparagraphs A and B, or in defense
of any claim, issue, or matter therein, he shall be indemnified against expenses
(including  attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection  therewith.


                                      -44-
<PAGE>





         D. Any indemnification under subparagraphs A and B (unless ordered by a
court)  shall be made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee, or
agent  is proper in the circumstances because he has met the applicable standard
of  conduct set forth in subparagraphs A and B. Such determination shall be made
(1)  by  the  Board  of  Directors  by a majority vote of a quorum consisting of
directors  who  were  not parties to such action, suit, or proceeding, or (2) if
such  a  quorum  is  not  obtainable,  or,  even  if  obtainable  a  quorum  of
disinterested  directors  so  directs, by independent legal counsel in a written
opinion,  or  (3)  by  the  stockholders.

         E.  Expenses incurred in defending a civil or criminal action, suit, or
proceeding may be paid by the corporation in advance of the final disposition of
such  action, suit, or proceeding as authorized by the Board of Directors in the
specific  case  upon  receipt of an undertaking by or on behalf of the director,
officer,  employee,  or agent to repay such amount unless it shall ultimately be
determined  that  he  is  entitled  to  be  indemnified  by  the  corporation as
authorized  herein.

                                    ARTICLE X

         No  director  of  the  corporation  shall  be  personally liable to the
corporation  or  its  shareholders  for monetary damages for breach of fiduciary
duty  as  a director; provided, that the foregoing clause shall not apply to any
liability  of a director for any action for which the General Corporation Law of
the  State  of  Delaware  proscribes this limitation and then only to the extent
that  this  limitation  is  specifically  proscribed.

                                   ARTICLE XI

         In  furtherance,  and not in limitation, of the powers conferred by the
laws  of  the State of Delaware, the Board of Directors is expressly authorized:

         A.  To  make,  alter, amend, and repeal the By-Laws of the corporation,
subject  to  the  power  of  the  holders of stock having voting power to alter,
amend,  or  repeal  the  By-Laws  made  by  the  Board  of  Directors.

         B. To determine and fix the value of any property to be acquired by the
corporation  and  to  issue  and  pay  in  exchange  therefore,  stock  of  the
corporation;  and  the judgment of the directors in determining such value shall
be  conclusive.

         C.  To  set  apart  out  of  any funds of the corporation available for
dividends,  a  reserve  or  reserves for working capital or for any other lawful
purposes,  and  also  to abolish any such reserve in the same manner in which it
was  created.

         D.  To  determine  from time to time whether and to what extent, and at
what time and places, and under what conditions and regulations the accounts and
books  of  the corporation, or any of the books, shall be open for inspection by
the  shareholders and no shareholder shall have any right to inspect any account
or  book  or  document of the corporation except as conferred by the laws of the
State  of  Delaware,  unless  and until authorized to do so by resolution of the
Board  of  Directors  or  of  the  shareholders.

         E.  The Board of Directors may, by resolution, provide for the issuance
of  stock  certificates  to  replace  lost  or  destroyed  certificates.


                                      -45-
<PAGE>



                                   ARTICLE XII

         If  the By-Laws so provide, the shareholders and the Board of Directors
of  the  corporation  shall  have  the  power to hold their meetings, to have an
office  or  offices,  and  to  keep the books of the corporation, subject to the
provisions  of  the laws of the State of Delaware, outside of said state at such
place  or  places  as  may  be  designated  from  time  to  time by the Board of
Directors.

         The  corporation  may,  in its By-Laws, confer powers upon the Board of
Directors  in  addition to those granted by these Articles of Incorporation, and
in  addition  to  the  powers and authority expressly conferred upon them by the
laws  of  the  State  of  Delaware.

         Election  of  directors  need  not  be  by ballot unless the By-Laws so
provide.

         Directors  shall be entitled to reasonable fees for their attendance at
meetings  of  the  Board  of  Directors.
                                  ARTICLE XIII

         In  case  the  corporation  enters into contracts or transacts business
with  one or more of its directors, or with any firm of which one or more of its
directors are members, or with any other corporation or association of which one
or  more  of  its  directors  are  shareholders,  directors,  or  officers, such
contracts or transactions shall not be invalidated or in any way affected by the
fact  that such director or directors have or may have an interest therein which
is  or  might be adverse to the interest of this corporation, provided that such
contracts  or  transactions  are  in  the  usual  course  of  business.

         In  the absence of fraud, no contract or other transaction between this
corporation  and  any  other corporation or any individual or firm, shall in any
way  be  affected  or  invalidated by the fact that any of the directors of this
corporation  is  interested  in such contract or transaction, provided that such
interest  shall  be fully disclosed or otherwise known to the Board of Directors
in  the  meeting  of  such  Board at which time such contract or transaction was
authorized  or confirmed, and provided, however, that any such directors of this
corporation who are so interested may be counted in determining the existence of
a  quorum  at  any  meeting  of the Board of Directors of this corporation which
shall  authorize  or confirm such contract or transaction, and any such director
may  vote  thereon  to  authorize any such contract or transaction, and any such
director may vote thereon to authorize any such contract or transaction with the
like  force  and effect as if he were not such director or officer of such other
corporation  or  not  so  interested.


                                      -46-
<PAGE>



                                   ARTICLE X1V

        If  the  corporation  is  not  a  reporting  company, no shares shall be
transferred with the previous consent of the Directors expressed by a resolution
of  the  Board  and  the  Directors shall not be required to give any reason for
refusing to consent to any such proposed transfer.   If the corporation is not a
reporting company, no shares or debt obligations issued by the corporation shall
be  offered  for  sale  to  the  public.


                                   ARTICLE XV

         The  corporation  reserves  the right to amend, alter, change or repeal
any  provision contained in these Amended and Restated Articles of Incorporation
in  the  manner  now  or  hereafter prescribed by law, and all rights and powers
conferred  herein  upon shareholders, directors and officers are subject to this
reserved  power.

         IN  WITNESS  WHEREOF,  I,  the undersigned, pursuant to the laws of the
State of Delaware, has hereunto duly executed the foregoing Amended and Restated
Articles  of  Incorporation  to  be  filed in the Office of the Secretary of the
State  of  Delaware  for  the purposes therein set forth this 10th of May, 1999.

               /s/    "Carsten  Mide"
             ------------------------
             Carsten  Mide,  President









                                      -47-
<PAGE>






Exhibit  D
                                     BYLAWS

                                       OF

                             RUBINCON VENTURES INC.
                            (a Delaware corporation)



                                    ARTICLE I
                                    ---------

                                  STOCKHOLDERS
                                  ------------

     1.  CERTIFICATES REPRESENTING STOCK. Certificates representing stock in the
corporation  shall  be  signed  by,  or  in  the name of, the corporation by the
Chairperson  or  Vice-Chairperson  of  the Board of Directors, if any, or by the
President  or a Vice-President and by the Treasurer or an Assistant Treasurer or
the  Secretary  or  an  Assistant  Secretary  of the corporation. Any or all the
signatures  on  any  such  certificate  may be a facsimile. In case any officer,
transfer  agent,  or  registrar  who has signed or whose facsimile signature has
been  placed  upon  a certificate shall have ceased to be such officer, transfer
agent,  or  registrar before such certificate is issued, it may be issued by the
corporation  with  the same effect as if such person were such officer, transfer
agent,  or  registrar  at  the  date  of  issue.

     Whenever  the  corporation shall be authorized to issue more than one class
of  stock  or  more  than  one  series  of  any class of stock, and whenever the
corporation  shall  issue  any  shares  of  its  stock as partly paid stock, the
certificates  representing  shares  of  any  such class or series or of any such
partly  paid  stock  shall  set  forth  thereon the statements prescribed by the
General  Corporation  Law.  Any  restrictions on the transfer or registration of
transfer  of  any  shares  of  stock  of  any  class  or  series  shall be noted
conspicuously  on  the  certificate  representing  such  shares.

                The  corporation  may  issue  a  new  certificate  of  stock  or
uncertificated  shares  in  place  of  any certificate theretofore issued by it,
alleged  to have been lost, stolen, or destroyed, and the Board of Directors may
require the owner of the lost, stolen, or destroyed certificate, or such owner's
legal representative, to give the corporation a bond sufficient to indemnify the
corporation  against  any  claim  that  may be made against it on account of the
alleged  loss,  theft  or destruction of any such certificate or the issuance of
any  such  new  certificate  or  uncertificated  shares.

     2.  UNCERTIFICATED SHARES. Subject to any conditions imposed by the General
Corporation  Law,  the  Board  of  Directors  of  the corporation may provide by
resolution  or  resolutions  that some or all of any or all classes or series of
the stock of the corporation shall be uncertificated shares. Within a reasonable
time  after  the  issuance  or  transfer  of  any  uncertificated  shares,  the
corporation  shall  send  to  the  registered  owner  thereof any written notice
prescribed  by  the  General  Corporation  Law.


                                      -48-
<PAGE>




      3.  FRACTIONAL  SHARE INTERESTS. The corporation may, but shall
not  be  required  to,  issue  fractions of a share. If the corporation does not
issue  fractions  of  a  share,  it  shall  (1)  arrange  for the disposition of
fractional  interests  by those entitled thereto, (2) pay in cash the fair value
of  fractions  of  a  share  as  of the time when those entitled to receive such
fractions  are  determined,  or  (3)  issue scrip or warrants in registered form
(either  represented  by  a  certificate  or  uncertificated)  or  bearer  form
(represented  by a certificate) which shall entitle the holder to receive a full
share  upon  the surrender of such scrip or warrants aggregating a full share. A
certificate  for a fractional share or an uncertificated fractional share shall,
but  scrip  or warrants shall not unless otherwise provided therein, entitle the
holder  to  exercise  voting  rights,  to  receive  dividends  thereon,  and  to
participate in any of the assets of the corporation in the event of liquidation.
The  Board  of Directors may cause scrip or warrants to be issued subject to the
conditions  that  they  shall  become  void  if  not  exchanged for certificates
representing  the  full  shares or uncertificated full shares before a specified
date,  or  subject to the conditions that the shares for which scrip or warrants
are  exchangeable  may  be  sold  by  the  corporation  and the proceeds thereof
distributed  to  the  holders  of  scrip  or  warrants,  or subject to any other
conditions  which  the  Board  of  Directors  may  impose.

       4. STOCK TRANSFERS. Upon compliance with provisions restricting
the  transfer  or registration of transfer of shares of stock, if any, transfers
or registration of transfers of shares of stock of the corporation shall be made
only on the stock ledger of the corporation by the registered holder thereof, or
by  the  registered  holder's attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary of the corporation or with a transfer
agent  or  a  registrar,  if  any,  and,  in  the  case of shares represented by
certificates, on surrender of the certificate or certificates for such shares of
stock  properly  endorsed  and  the  payment  of  all  taxes  due  thereon.

       5.  RECORD  DATE FOR STOCKHOLDERS. In order that the corporation
may  determine  the stockholders entitled to notice of or to vote at any meeting
of  stockholders  or  any  adjournment thereof, the Board of Directors may fix a
record  date,  which  record  date  shall  not  precede  the date upon which the
resolution  fixing  the  record  date  is adopted by the Board of Directors, and
which record date shall not be more than sixty nor less than ten days before the
date  of such meeting. If no record date is fixed by the Board of Directors, the
record  date  for determining stockholders entitled to notice of or to vote at a
meeting  of  stockholders  shall  be  at  the  close of business on the day next
preceding  the  day  on  which  notice is given, or, if notice is waived, at the
close  of  business  on  the  day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice of or to vote
at  a  meeting  of  stockholders  shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned  meeting. In order that the corporation may determine the stockholders
entitled  to consent to corporate action in writing without a meeting, the Board
of Directors may fix a record date, which record date shall not precede the date
upon  which  the  resolution  fixing  the record date is adopted by the Board of
Directors,  and  which  date shall not be more than ten days after the date upon
which  the  resolution  fixing  the  record  date  is  adopted  by  the Board of
Directors.  If  no  record  date  has  been fixed by the Board of Directors, the
record  date  for  determining the stockholders entitled to consent to corporate
action  in  writing  without  a  meeting,  when  no prior action by the Board of
Directors is required by the General Corporation Law, shall be the first date on
which  a signed written consent setting forth the action taken or proposed to be


                                      -49-
<PAGE>



taken  is  delivered  to the corporation by delivery to its registered office in
the  State  of Delaware, its principal place of business, or an officer or agent
of  the  corporation having custody of the book in which proceedings of meetings
of  stockholders  are  recorded.  Delivery  made to the corporation's registered
office  shall  be  by  hand  or  by certified or registered mail, return receipt
requested.  If no record date has been fixed by the Board of Directors and prior
action by the Board of Directors is required by the General Corporation Law, the
record date for determining stockholders entitled to consent to corporate action
in  writing  without  a  meeting shall be at the close of business on the day on
which  the Board of Directors adopts the resolution taking such prior action. In
order  that  the  corporation may determine the stockholders entitled to receive
payment  of any dividend or other distribution or allotment of any rights or the
stockholders  entitled  to  exercise  any  rights  in  respect  of  any  change,
conversion, or exchange of stock, or for the purpose of any other lawful action,
the  Board  of  Directors  may  fix  a  record date, which record date shall not
precede  the  date  upon which the resolution fixing the record date is adopted,
and which record date shall be not more than sixty days prior to such action. If
no  record  date  is fixed, the record date for determining stockholders for any
such  purpose shall be at the close of business on the day on which the Board of
Directors  adopts  the  resolution  relating  thereto.

6.  MEANING  OF  CERTAIN  TERMS.

     As  used  herein  in  respect  of  the  right  to  notice  of  a meeting of
stockholders or a waiver thereof or to participate or vote thereat or to consent
or dissent in writing in lieu of a meeting, as the case may be, the term "share"
or  "shares"  or  "share  of  stock"  or  "shares  of stock" or "stockholder" or
"stockholders" refers to an outstanding share or shares of stock and to a holder
or  holders  of  record  of  outstanding shares of stock when the corporation is
authorized  to  issue  only  one class of shares of stock, and said reference is
also intended to include any outstanding share or shares of stock and any holder
or  holders  of record of outstanding shares of stock of any class upon which or
upon  whom  the certificate of incorporation confers such rights where there are
two  or more classes or series of shares of stock or upon which or upon whom the
General Corporation Law confers such rights notwithstanding that the certificate
of  incorporation  may  provide  for  more than one class or series of shares of
stock,  one  or  more  of  which  are  limited or denied such rights thereunder;
provided,  however, that no such right shall vest in the event of an increase or
a  decrease  in  the authorized number of shares of stock of any class or series
which  is otherwise denied voting rights under the provisions of the certificate
of  incorporation,  except  as  any  provision  of  law  may  otherwise require.


                                      -50-
<PAGE>




7.  STOCKHOLDER  MEETINGS.

-     TIME.  The annual meeting shall be held on the date and at the time fixed,
from  time  to  time,  by the directors, provided, that the first annual meeting
shall  be  held  on  a date within thirteen months after the organization of the
corporation,  and  each successive annual meeting shall be held on a date within
thirteen  months  after  the  date  of  the  preceding annual meeting. A special
meeting  shall  be  held  on  the  date  and at the time fixed by the directors.

-     PLACE.  Annual  meetings and special meetings shall be held at such place,
within  or  without  the  State  of Delaware, as the directors may, from time to
time,  fix.  Whenever  the  directors  shall fail to fix such place, the meeting
shall  be  held  at  the  registered  office  of the corporation in the State of
Delaware.

-     CALL.  Annual meetings and special meetings may be called by the directors
or  by  any  officer  instructed  by  the  directors  to  call  the  meeting.

-     NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be given,
stating  the  place,  date, and hour of the meeting and stating the place within
the city or other municipality or community at which the list of stockholders of
the  corporation  may  be  examined. The notice of an annual meeting shall state
that the meeting is called for the election of directors and for the transaction
of  other business which may properly come before the meeting, and shall (if any
other  action  which  could be taken at a special meeting is to be taken at such
annual  meeting)  state the purpose or purposes. The notice of a special meeting
shall  in  all  instances state the purpose or purposes for which the meeting is
called.  The notice of any meeting shall also include, or be accompanied by, any
additional  statements,  information,  or  documents  prescribed  by the General
Corporation  Law. Except as otherwise provided by the General Corporation Law, a
copy  of  the  notice  of any meeting shall be given, personally or by mail, not
less  than  ten  days  nor  more than sixty days before the date of the meeting,
unless  the  lapse  of the prescribed period of time shall have been waived, and
directed  to  each  stockholder  at such stockholder's record address or at such
other address which such stockholder may have furnished by request in writing to
the  Secretary  of  the  corporation. Notice by mail shall be deemed to be given
when  deposited,  with  postage thereon prepaid, in the United States Mail. If a
meeting is adjourned to another time, not more than thirty days hence, and/or to
another place, and if an announcement of the adjourned time and/or place is made
at  the  meeting,  it  shall  not  be  necessary to give notice of the adjourned
meeting  unless  the directors, after adjournment, fix a new record date for the
adjourned  meeting.  Notice  need  not be given to any stockholder who submits a
written  waiver  of  notice  signed by such stockholder before or after the time
stated  therein.  Attendance of a stockholder at a meeting of stockholders shall
constitute  a  waiver  of  notice  of  such meeting, except when the stockholder
attends  the  meeting  for the express purpose of objecting, at the beginning of
the  meeting,  to  the  transaction  of  any business because the meeting is not
lawfully  called  or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the stockholders need be specified
in  any  written  waiver  of  notice.


                                      -51-
<PAGE>




-     STOCKHOLDER  LIST.  The  officer who has charge of the stock ledger of the
corporation  shall  prepare  and make, at least ten days before every meeting of
stockholders,  a  complete  list  of  the stockholders, arranged in alphabetical
order,  and  showing  the  address  of each stockholder and the number of shares
registered  in  the  name  of  each  stockholder. Such list shall be open to the
examination  of  any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the meeting,
either  at  a place within the city or other municipality or community where the
meeting  is  to  be  held,  which  place shall be specified in the notice of the
meeting,  or  if not so specified, at the place where the meeting is to be held.
The  list  shall  also be produced and kept at the time and place of the meeting
during  the  whole  time thereof, and may be inspected by any stockholder who is
present.  The  stock  ledger  shall  be  the  only  evidence  as  to who are the
stockholders  entitled  to  examine  the stock ledger, the list required by this
section  or  the  books  of  the  corporation,  or  to  vote  at  any meeting of
stockholders.

-     CONDUCT OF MEETING. Meetings of the stockholders shall be presided over by
one  of  the  following  officers  in  the order of seniority and if present and
acting  -  the  Chairperson  of  the  Board, if any, the Vice-Chairperson of the
Board,  if any, the President, a Vice-President, or, if none of the foregoing is
in  office  and  present  and  acting,  by  a  chairperson  to  be chosen by the
stockholders.  The Secretary of the corporation, or in such Secretary's absence,
an  Assistant Secretary, shall act as secretary of every meeting, but if neither
the  Secretary  nor  an  Assistant  Secretary  is present the chairperson of the
meeting  shall  appoint  a  secretary  of  the  meeting.

-     PROXY  REPRESENTATION.  Every  stockholder may authorize another person or
persons  to  act  for  such  stockholder  by  proxy  in  all  matters in which a
stockholder  is  entitled  to  participate,  whether  by  waiving  notice of any
meeting,  voting or participating at a meeting, or expressing consent or dissent
without  a  meeting.  Every  proxy  must be signed by the stockholder or by such
stockholder's  attorney-in-fact.  No  proxy  shall  be voted or acted upon after
three years from its date unless such proxy provides for a longer period. A duly
executed proxy shall be irrevocable if it states that it is irrevocable and, if,
and only as long as, it is coupled with an interest sufficient in law to support
an  irrevocable power. A proxy may be made irrevocable regardless of whether the
interest  with  which  it  is  coupled  is an interest in the stock itself or an
interest  in  the  corporation  generally.

-     INSPECTORS.  The  directors, in advance of any meeting, may, but need not,
appoint  one  or  more  inspectors  of  election  to  act  at the meeting or any
adjournment  thereof If an inspector or inspectors are not appointed, the person
presiding  at  the meeting may, but need not, appoint one or more inspectors. In
case any person who may be appointed as an inspector fails to appear or act, the
vacancy  may  be  filled  by appointment made by the directors in advance of the
meeting  or  at  the meeting by the person presiding thereat. Each inspector, if
any,  before  entering upon the discharge of duties of inspector, shall take and


                                      -52-
<PAGE>


sign  an oath faithfully to execute the duties of inspector at such meeting with
strict  impartiality  and according to the best of such inspector's ability. The
inspectors,  if  any,  shall determine the number of shares of stock outstanding
and  the  voting  power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes,  ballots,  or  consents,  hear and determine all challenges and questions
arising  in  connection  with  the  right to vote, count and tabulate all votes,
ballots,  or  consents,  determine the result, and do such acts as are proper to
conduct  the  election  or vote with fairness to all stockholders. On request of
the  person presiding at the meeting, the inspector or inspectors, if any, shall
make  a  report  in  writing of any challenge, question, or matter determined by
such inspector or inspectors and execute a certificate of any fact found by such
inspector  or  inspectors. Except as may otherwise be required by subsection (e)
of  Section  231  of the General Corporation Law, the provisions of that Section
shall  not  apply  to  the  corporation.

-     QUORUM. The holders of a majority of the outstanding shares of stock shall
constitute  a  quorum  at  a  meeting of stockholders for the transaction of any
business.  The  stockholders present may adjourn the meeting despite the absence
of  a  quorum.

-     VOTING.  Each share of stock shall entitle the holder thereof to one vote.
Directors  shall be elected by a plurality of the votes of the shares present in
person  or  represented  by  proxy  at  the  meeting and entitled to vote on the
election of directors. Any other action shall be authorized by a majority of the
votes  cast  except  where  the  General  Corporation Law prescribes a different
percentage  of  votes and/or a different exercise of voting power, and except as
may  be  otherwise  prescribed  by  the  provisions  of  the  certificate  of
incorporation  and these Bylaws. In the election of directors, and for any other
action,  voting  need  not  be  by  ballot.

      8.  STOCKHOLDER ACTION WITHOUT MEETINGS. Except as any provision
of the General Corporation Law may otherwise require, any action required by the
General  Corporation  Law  to  be  taken  at  any  annual  or special meeting of
stockholders,  or any action which may be taken at any annual or special meeting
of  stockholders,  may  be  taken  without  a  meeting, without prior notice and
without  a  vote,  if  a  consent in writing, setting forth the action so taken,
shall  be  signed  by  the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at  a  meeting  at  which  all  shares entitled to vote thereon were present and
voted.  Prompt notice of the taking of the corporate action without a meeting by
less  than  unanimous  written  consent shall be given to those stockholders who
have  not consented in writing. Action taken pursuant to this paragraph shall be
subject  to  the  provisions  of  Section  228  of  the General Corporation Law.


                                      -53-
<PAGE>



                                   ARTICLE 11

                                    DIRECTORS

1.     FUNCTIONS  AND  DEFINITION.  The  business and affairs of the corporation
shall  be  managed  by  or  under the direction of the Board of Directors of the
corporation.  The  Board  of  Directors  shall  have  the  authority  to fix the
compensation  of the members thereof. The use of the phrase "whole board" herein
refers  to  the  total  number  of directors which the corporation would have if
there  were  no  vacancies.

2.     QUALIFICATIONS  AND  NUMBER.  A  director  need  not  be a stockholder, a
citizen  of  the  United  States,  or  a  resident of the State of Delaware. The
initial  Board  of Directors shall consist of two persons. Thereafter the number
of  directors constituting the whole board shall be at least one. Subject to the
foregoing  limitation  and  except for the first Board of Directors, such number
may  be  fixed  from  time  to  time  by  action  of  the stockholders or of the
directors,  or,  if the number is not fixed, the number shall be two. The number
of  directors  may be increased or decreased by action of the stockholders or of
the  directors.

3.     ELECTION  AND  TERM.  The  first  Board  of Directors, unless the members
thereof  shall  have  been  named  in the certificate of incorporation, shall be
elected  by  the  incorporator  or incorporators and shall hold office until the
first  annual meeting of stockholders and until their successors are elected and
qualified or until their earlier resignation or removal. Any director may resign
at  any  time  upon written notice to the corporation. Thereafter, directors who
are  elected at an annual meeting of stockholders, and directors who are elected
in  the  interim  to  fill vacancies and newly created directorships, shall hold
office  until the next annual meeting of stockholders and until their successors
are  elected and qualified or until their earlier resignation or removal. Except
as  the  General  Corporation  Law may otherwise require, in the interim between
annual  meetings  of  stockholders or of special meetings of stockholders called
for  the  election  of directors and/or for the removal of one or more directors
and  for  the  filling  of  any  vacancy  in  that  connection,  newly  created
directorships  and  any  vacancies in the Board of Directors, including unfilled
vacancies  resulting  from  the removal of directors for cause or without cause,
may  be  filled  by  the  vote  of a majority of the remaining directors then in
office,  although  less  than  a  quorum,  or  by  the  sole remaining director.

4.     MEETINGS.

TIME.  Meetings  shall  be held at such time as the Board shall fix, except that
the  first  meeting  of  a  newly  elected Board shall be held as soon after its
election  as  the  directors  may  conveniently  assemble.

PLACE. Meetings shall be held at such place within or without the State of
Delaware  as  shall  be  fixed  by  the  Board.


                                      -54-
<PAGE>



CALL.  No  call  shall  be  required for regular meetings for which the time and
place  have been fixed. Special meetings may be called by or at the direction of
the Chairperson of the Board, if any, the Vice-Chairperson of the Board, if any,
of  the  President,  or  of  a  majority  of  the  directors  in  office.

NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for regular
meetings  for  which  the  time and place have been fixed. Written, oral, or any
other  mode  of notice of the time and place shall be given for special meetings
in  sufficient time for the convenient assembly of the directors thereat. Notice
need  not  be given to any director or to any member of a committee of directors
who  submits a written waiver of notice signed by such director or member before
or  after  the  time  stated therein. Attendance of any such person at a meeting
shall  constitute  a  waiver  of notice of such meeting, except when such person
attends  a meeting for the express purpose of objecting, at the beginning of the
meeting,  to the transaction of any business because the meeting is not lawfully
called  or  convened.  Neither the business to be transacted at, nor the purpose
of,  any  regular  or  special meeting of the directors need be specified in any
written  waiver  of  notice.

QUORUM  AND  ACTION.  A  majority  of  the whole Board shall constitute a quorum
except  when a vacancy or vacancies prevents such majority, whereupon a majority
of  the  directors  in  office  shall  constitute  a quorum, provided, that such
majority  shall  constitute at least one-third of the whole Board. A majority of
the directors present, whether or not a quorum is present, may adjourn a meeting
to  another  time  and place. Except as herein otherwise provided, and except as
otherwise  provided  by the General Corporation Law, the vote of the majority of
the directors present at a meeting at which a quorum is present shall be the act
of  the  Board.  The  quorum  and  voting  provisions herein stated shall not be
construed  as conflicting with any provisions of the General Corporation Law and
these  Bylaws  which  govern  a  meeting of directors held to fill vacancies and
newly  created  directorships in the Board or action of disinterested directors.

Any  member  or  members  of  the  Board  of  Directors or of any committee
designated  by the Board, may participate in a meeting of the Board, or any such
committee,  as  the  case  may  be,  by means of conference telephone or similar
communications  equipment  by  means  of  which all persons participating in the
meeting  can  hear  each  other.

CHAIRPERSON  OF  THE  MEETING.  The Chairperson of the Board, if any and if
present  and  acting,  shall  preside  at  all  meetings.  Otherwise,  the
Vice-Chairperson  of  the  Board,  if  any  and  if  present  and acting, or the
President,  if  present  and  acting, or any other director chosen by the Board,
shall  preside.

5.     REMOVAL  OF DIRECTORS. Except as may otherwise be provided by the General
Corporation  Law,  any director or the entire Board of Directors may be removed,
with  or without cause, by the holders of a majority of the shares then entitled
to  vote  at  an  election  of  directors.

6.     COMMITTEES.  The Board of Directors may designate one or more committees,
each  committee  to  consist of one or more of the directors of the corporation.
The  Board  may  designate  one  or  more  directors as alternate members of any
committee,  who  may replace any absent or disqualified member at any meeting of
the  committee.  In  the  absence  or disqualification of any member of any such
committee  or  committees,  the member or members thereof present at any meeting
and  not  disqualified  from  voting,  whether  or  not  such  member or members


                                      -55-
<PAGE>


constitute  a  quorum,  may  unanimously  appoint another member of the Board of
Directors  to act at the meeting in the place of any such absent or disqualified
member.  Any  such  committee,  to  the extent provided in the resolution of the
Board,  shall have and may exercise all the powers and authority of the Board of
Directors  in the management of the business and affairs of the corporation with
the exception of any power or authority the delegation of which is prohibited by
Section  141  of  the General Corporation Law, and may authorize the seal of the
corporation  to  be  affixed  to  all  papers  which  may  require  it.

7.     WRITTEN  ACTION.  Any  action  required  or  permitted to be taken at any
meeting  of the Board of Directors or any committee thereof may be taken without
a  meeting if all members of the Board or committee, as the case may be, consent
thereto  in  writing,  and the writing or writings are filed with the minutes of
proceedings  of  the  Board  or  committee.




                                   ARTICLE III

                                    OFFICERS

The  officers  of  the  corporation shall consist of a President, a Secretary, a
Treasurer,  and,  if  deemed  necessary, expedient, or desirable by the Board of
Directors,  a  Chairperson  of  the  Board,  a Vice-Chairperson of the Board, an
Executive  Vice-President,  one  or  more  other  Vice-Presidents,  one  or more
Assistant Secretaries, one or more Assistant Treasurers, and such other officers
with such titles as the resolution of the Board of Directors choosing them shall
designate. Except as may otherwise be provided in the resolution of the Board of
Directors  choosing  such  officer,  no  officer  other  than the Chairperson or
Vice-Chairperson of the Board, if any, need be a director. Any number of offices
may  be  held  by  the  same  person,  as  the  directors  may  determine.

Unless  otherwise provided in the resolution choosing such officer, each officer
shall  be  chosen for a term which shall continue until the meeting of the Board
of  Directors  following  the next annual meeting of stockholders and until such
officer's  successor  shall  have  been  chosen  and  qualified.

All  officers  of  the  corporation  shall  have such authority and perform such
duties in the management and operation of the corporation as shall be prescribed
in  the  resolutions  of  the  Board  of Directors designating and choosing such
officers  and  prescribing  their  authority  and  duties,  and  shall have such
additional  authority  and  duties as are incident to their office except to the
extent  that such resolutions may be inconsistent therewith. The Secretary or an
Assistant  Secretary  of  the corporation shall record all of the proceedings of
all  meetings  and actions in writing of stockholders, directors, and committees
of  directors,  and  shall  exercise  such additional authority and perform such
additional  duties  as  the  Board  shall  assign to such Secretary or Assistant
Secretary.  Any  officer  may be removed, with or without cause, by the Board of
Directors.  Any  vacancy  in any office may be filled by the Board of Directors.


                                      -56-
<PAGE>




                                   ARTICLE IV

                                 CORPORATE SEAL

The  corporate  seal  shall  be  in  such  form  as the Board of Directors shall
prescribe.

                                    ARTICLE V

                                   FISCAL YEAR

The  fiscal  year  of  the  corporation  shall be fixed, and shall be subject to
change,  by  the  Board  of  Directors.

                                   ARTICLE VI

                               CONTROL OVER BYLAWS

Subject  to  the  provisions  of  the  certificate of incorporation and the
provisions  of the General Corporation Law, the power to amend, alter, or repeal
these  Bylaws and to adopt new Bylaws may be exercised by the Board of Directors
or  by  the  stockholders.

I  HEREBY  CERTIFY  that  the foregoing is a full, true, and correct copy of the
Bylaws  of  RUBINCON  VENTURES INC., a Delaware corporation, as in effect on the
date  hereof.

 Dated:  April  21,  1999


                                                         // s //  "Carsten Mide"
                                                         -----------------------
                                                                   President


(SEAL)







                                      -57-
<PAGE>