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,  2001
                                            ------------------


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


     For  the  transaction  period  from               to

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

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

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


4761  Cove  Cliff  Road
North  Vancouver,  B.C.,  Canada                              V7G  1H8

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


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

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

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

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

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

     None
     ----


(Title  of  Class)

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

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

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

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



                                      -1-
<PAGE>




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

As  at  January 31, 2001, the aggregate market value of the voting stock held by
nonaffiliates  is  undeterminable  and  is  considered  to  be  0.


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

                                 Not applicable

                     (APPLICABLE ONLY TO CORPORATE COMPANYS)

As  of January 31, 2001, the Company has 2,400,820 shares of common stock issued
and  outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE


Refer  to  Part  IV  for  documents  included  by  reference.







                                      -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                           14

                   SUBMISSION OF MATTERS TO VOTE OF
ITEM 4.. . . . . .   . .  SECURITIES HOLDERS                   15

PART II
--------

ITEM 5             MARKET FOR COMMON EQUITY AND RELATED
... . . . .         . . .  STOCKHOLDER MATTERS                  15

ITEM 6             MANAGEMENT'S DISCUSSION AND ANALYSIS
      .. . . . .   . . .  OR PLAN OF OPERATION                 16

ITEM 7.. . . . .   FINANCIAL STATEMENTS                        20

ITEM 8             CHANGES IN AND DISAGREEMENTS WITH
                          ACCOUNTANTS ON ACCOUNTING AND
      .. . . . .   . . .  FINANCIAL DISCLOSURE                 20

PART III
---------

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

ITEM 10. . . . . . EXECUTIVE COMPENSATION                      23

ITEM 11            SECURITY OWNERSHIP OF CERTAIN
         . . . . . . . .  BENEFICAL OWNERS AND MANAGEMENT      25

                   CERTAIN RELATIONSHIPS AND RELATED
ITEM 12. . . . . . . . .  TRANSACTIONS                         26

PART IV
--------

ITEM 13. . . . . . EXHIBITS                                    27

                   SIGNATURES . . . . .                        28
</TABLE>




                                      -3-
<PAGE>





                                     PART 1


                        ITEM 1.  DESCRIPTION OF BUSINESS


HISTORICAL  OVERVIEW  OF  THE  COMPANY


The  Company  was  incorporated  on  February  2,  1999.  The  Company  has  no
subsidiaries  and  no affiliated companies.  Since inception the Company has not
been  in  bankruptcy,  receivership  or similar proceedings.  It has not had any
material  reclassifications,  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 415 - 10357 109th Street,
Edmonton,  Alberta,  Canada, T5J 1N3 (Tel: 780-420-1237) as at January 31, 2001.



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



Management anticipates that the Company's shares will be qualified on the system
of  the  National  Association of Securities Dealers, Inc. ("NASD") known as the
OTC  Bulletin  Board.  Nevertheless, there is no guarantee a quotation will ever
happen  thereby  resulting  in  no  established market for the Company's shares.



One  of the mineral claims owed by the Company is known as the 'Rubincon' Claim.
The  Company  holds  the  rights  to the minerals on the Rubincon property until
February  28,  2002.  The  land  itself  is  owned  by  the  Province of British
Columbia.  If the Company does not undertake an exploration program ("assessment
work")  on  the  mineral  claim  on or before February 28, 2002 in the amount of
$1,600  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.


On  February  7,  2000  the Company acquired, by way of staking, another mineral
claim known as the "Bridge" mineral claim.   The Bridge claim comprises 18 units
and  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 affect its plans for the future will depend on
the  availability of financing.   Such financing will be required to develop the
Company's  mineral  properties  to  a  stage  where  a  decision  can be made by
management as to whether an ore body exists and can be successfully brought into
production.  The Company anticipates obtaining such funds from its directors and
officers,  financial  institutions or by way of the sale of its capital stock in
the future, but there can be no assurance that the Company will be successful in
obtaining  additional  capital  for  exploration activities from the sale of its
capital  stock  or  in  otherwise  raising  substantial  capital.


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



                                      -4-
<PAGE>




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



PLANNED  BUSINESS


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

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

RISK  FACTORS

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

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

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


                                      -5-
<PAGE>



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

The  Company  has incurred a cumulative net loss for the period from February 2,
1999  (date  of inception) to January 31, 2001 of $42,363.  As a result of these
losses  and  negative  cash  flows  from  operations,  the  Company's ability to
continue  operations  will  be  dependent  upon the availability of capital from
outside sources unless and until it achieves profitability.  It can only achieve
profitability  if  an  ore  body  is  found  on  its  mineral  claims.

3.     NO  KNOWN  ORE  BODY

The  Rubincon  and  Bridge  claims do not contain a known body of commercial ore
and,  therefore,  any  program conducted on these claims would be an exploratory
search  for  ore.  An  ore  body  may  never  be  found  on  either  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.

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 its 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 Rubincon


                                      -6-
<PAGE>



and  Bridge  claims,  there  is no guarantee it will be able to raise sufficient
funds  in  the  future  to  maintain  these  claims  in  good standing, complete
exploration  or  develop  the  claims.   Therefore, if the Company does not have
sufficient  funds for exploration, the claims 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.

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

10.     ENVIRONMENTAL  CONCERNS

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

11.     TITLE  TO  THE  CLAIM.

While  the  Company  has obtained the usual industry standard title reports with
respect  to  the  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 has 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.


                                      -7-
<PAGE>



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

The  Company's  auditors,  in the audited financial statements as at January 31,
2001,  have  indicated  a  concern in their audit opinion on whether the Company
will  be  able to raise sufficient funds to complete its objectives and, if not,
indicates  that  the  Company  might not be able to continue as a going concern.
Without  adequate  future  financing  the  Company  might  cease  to  operate.

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

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

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

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

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

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


                                      -8-
<PAGE>




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

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

18.     CONFLICT  OF  INTEREST

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

19.     CONCENTRATION  OF  OWNERSHIP  BY  MANAGEMENT.

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

20.     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 undertake work on its
mineral  claims  which  might  be  expensive.  The  Company  carries  no key-man
insurance.

21.     NUMBER  OF  EMPLOYEES  AND  NUMBER  OF  FULL  TIME  EMPLOYEES

All  of  the directors devote some time to the Company but none of them are full
time  since they all have other occupations which requires the majority of their
time.  As  a  group  the  directors and officers devote approximately 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.

22.     RECENTLY  ENACTED  AND  PROPOSED  REGULATORY  CHANGES

Recently  enacted  and  proposed  changes  in the laws and regulations affecting
public companies, including the provisions of the Sarbanes-Oxley Act of 2002 and
rules  proposed by the SEC and NASDAQ could cause the Company to incur increased
costs  as  it  evaluates  the  implications  of  new  rules  and responds to new
requirements.  The  new  rules  will  make  it more difficult for the Company to
obtain  certain  types  of insurance, including directors and officers liability
insurance,  and  the  Company  may be forced to accept reduced policy limits and
coverage  or  incur  substantially  higher  costs  to obtain the same or similar


                                      -9-
<PAGE>



coverage.  The  impact of these events could also make it more difficult for the
Company  to attract and retain qualified persons to serve on the Company's board
of directors, or as executive officers.  The Company is presently evaluating and
monitoring  developments  with  respect  to these new and proposed rules, and it
cannot  predict  or  estimate the amount of the additional costs it may incur or
the  timing  of  such  costs.

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

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

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



                        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.


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


                                      -10-
<PAGE>



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.  For a definition of the various geological
terms  used  below  refer  to  Exhibit  A - Glossary of Geological and Technical
Terms.

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
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 1,800 feet 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.


                                      -11-
<PAGE>



EXPLORATION  OF  THE  BRIDGE  CLAIM

The  Company staked the Bridge claim on February 7, 2000.   The claim is located
in the Bralorne mining district of British Columbia, Canada.   As at January 31,
2001, the Company had not received a geological report on the Bridge claim since
it  was  not  completed  until  April  18,  2001.

The  Bridge  property  consists  of a single lode mineral claim of approximately
1,235  acres.  Pertinent  claim  information  is  as  follows:

          Claim  name:                                  Bridge
          Tenure  Number:                               374400
          Number  of  Units:                                18
          Record  Date:                     February  7,  2000
          Good  to  Date:                   February  7,  2002

The  claim  was  maintained  in  good  standing  until  February  2, 2002 due to
exploration  work  being performed on it in December 2000 - refer to "Assessment
Work  Performed  in  December  2000"  as  noted  below.

GEOLOGY

The Bridge property is shown to be underlain mainly by rocks of the Bridge River
terrain  (greenstone,  cherty  argillite,  limestone and dioritic intrusives) in
contact  with  ultramafic  and  basic  intrusions  to  the  southwest.

There  is poor outcrop exposure on the Bridge property.   The outcrop geology of
the Bridge property as described by previous explorationists consists of altered
volcanic  rocks  showing  well-developed schistosity and considerable amounts of
quartz-carbonate  alternation.  Schistosity  strikes  in  a  general north-south
direction  and  dips  steeply,  both  to  the  east  and  to  the  west.  In the
southwestern  corner  of  the  property, cherts and argillites are more abundant
than  volcanic  rocks.  These  cherts and argillites are also strongly schistose
and  exhibit  quartz-calcite  alternation  in the form of 0.4 to 1.2 inches wide
veins,  often  as  boxworks.   A layer of recent volcanic ash that varies from a
few  centimeters  to  a  meter  in  thickness  covers much of the property area.

Preliminary  geologic  and  geophysical evidence indicates a north-northwesterly
trend  to  geological  formations  and  structures on the property.  Steep Creek
appears  to  reflect  a shear or fault zone.   The rock exposures to the west of
Steep  Creek  are  sheared  and  slightly  altered  or  broken.

AREA  AND  LOCAL  MINERALIZATION

The  Bridge  area  hosts  two  large  past-producing  mines  and several smaller
past-producers.   There  are  more  than 60 additional mineral properties in the
Bridge  River  area ranging in development status from prospect to property with
developed  ore  reserves.   The  following  table  describes  gold  and  silver
production  from  some  of  the more significant mining operations in the Bridge
River  area.


                                      -12-
<PAGE>




<TABLE>
<CAPTION>




NAME OF       MINED        GOLD      SILVER
MINE          (TONS)     (OUNCES)   (OUNCES)
<S>         <C>         <C>         <C>
Bralorne .   4,528,562   3,130,115   784,629
Pioneer. .   2,104,053   1,483,065   271,857
Minto Mine      73,318      19,503    56,189
Coronation      10,140       7,833     1,115
Congress .         857          92        47
Wayside. .      35,553        5933       930
</TABLE>




The  style  of  mineralization in the Bridge River area is similar to the Mother
Lode  camp  in  California.   The  two  camps  have  similarities  in  ore, vein
mineralogy,  wallrock alternations and wallrocks, and are similar in association
of  the ore veins with a major fault along a belt of elongated serpentine bodies
that  flank  the  margins  of  granite  batholiths.

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

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

EXPLORATION  HISTORY  AND  PREVIOUS  WORK

The  area  presently  covered  by  the  Bridge  property  was  explored  in  the
mid-1930's,  when  the  area  was covered by the Norma claim.  A short adit, the
Norma  adit, was driven along a strike fault or vein paralleling the north-south
formation  strike,  in  an area of intense quartz-carbonate alternation.   Other
exploration  in  the  immediate  surrounding  area  during  the  1930's included
exploration  1.25  miles  north of the Norma adit and the Reliance gold-antimony
prospects,  located  approximately  1.56  miles  northeast  of  the  Norma adit.

In  the  mid-1980's,  the  area  was  covered by the Norma and Big Apple claims.
This  area  received  further  exploration  attention,  in  conjunction  with
exploration activity in the Bralorne area as a whole.  This attention relates to
the increase in gold price at the time.   This work succeeded in detecting areas
of  anomalous  gold,  arsenic  and  silver  in  the soil and several geophysical
conductors.

ASSESSMENT  WORK  PERFORMED  IN  DECEMBER  2000

In  December  2000,  the  Company  undertook  a small exploration program on the
Bridge  claim.  On  the  Bridge  claim's  north section, a general topographical
reconnaissance  was carried out to determine the best grid layout due to extreme
topography.   Baseline  station  0  + 000 N is located 450 feet east of the line
corner post.   The baseline was oriented at azimuth 360 degrees and horizontally
chained  and flagged ever 30 feet.   Grid station X-lines were established every
90  feet  from  0  +  000  N  to  0  +  720  N  totaling 2,160 feet of baseline.


                                      -13-
<PAGE>



On  the west section of the Bridge claim, the baseline was located approximately
2,250  feet  up  McDonald  Creek  from  the road.   The baseline was oriented at
azimuth  270  degrees  and horizontally chained and flagged every 30 feet.  Grid
stataion  X-lines  were established every 90 feet from Station 0 + 0000 W to 0 +
0510  W;  totaling  1,530  feet  of  baseline.

A  total  budget  of  Cdn.  $2,189  was  expended  on  this exploration project.

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
properties  have  had limited exploration on them, there is no guarantee any ore
body  will  ever  be  found.

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

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

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

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

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

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

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

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





                            ITEM 3. LEGAL PROCEEDINGS


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


                                      -14-
<PAGE>



          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,  2001.

                                      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  claim.

From  inception through to January 31, 2001, 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.


                                      -15-
<PAGE>




(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,  2001,  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, 2001.  There are no shares being offered
pursuant  to  an  employee  benefit  plan  or  dividend  reinvestment  plan.




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


OVERVIEW


The  Company was incorporated on February 2, 1999 under the laws of the State of
Delaware.  The  Company's  Articles  of Incorporation currently provide that the
Company  is  authorized  to  issue  25,000,000 shares of common stock, par value
$0.001  per  share.   As  at  January  31,  2001  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
either  the  Rubincon  or Bridge claims, 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.

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


As  at  January  31,  2001,  the  Company  had  $291  in  assets, and $19,853 of
liabilities,  including  cash  or  cash  equivalents  amounting  to  $291.   The
liabilities  of  $19,853 are amounts of $4,500 accrued for audit and accounting,


                                      -16-
<PAGE>



$1,372  owed  to the transfer agent, $238 owed to an independent Edgar filer and
$318  for office expenses and the amount of $13,425 due to related parties.  The
amount  due to related parties is non-interest bearing and has no fixed terms of
repayment.

Funds  required  for  the  next  twelve  months

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

<TABLE>
<CAPTION>




Expense                                                     Amount
----------------------------------        --------------  --------
<S>                                               <C>       <C>
Accounting and audit . . . . . . . . . . . . . .       (i)  $5,450
Bank charges . . . . . . . . . . . . . . . . . .      (ii)      70
Edgar filing fees. . . . . . . . . . . . . . . .     (iii)   1,170
Exploration expenses . . . . . . . . . . . . . .      (iv)   5,000
Filing fees. . . . . . . . . . . . . . . . . . .       (v)     150
Franchise taxes - Delaware . . . . . . . . . . .      (vi)     100
Office expenses. . . . . . . . . . . . . . . . .     (vii)     300
Transfer agent's fees. . . . . . . . . . . . . .    (viii)   1,700
                                                            ------
    Required funds for future expenses . . . . .            13,940
Outstanding accounts payable - unrelated parties      (ix)   6,428
                                                            ------
   Funds required for forthcoming year . . .         . .  $ 20,368
                                                           =======
</TABLE>




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

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

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

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

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

               January  31,  2001     Form  10KSB       2,450
               April  30,  2001       Form  10QSB       1,000
               July  31,  2001        Form  10QSB       1,000
               October  31,  2001     Form  10QSB       1,000
                                                        -----
                                                       $5,450
                                                       ======


                                      -17-
<PAGE>



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

(iii)    The  Company  used the services of RCI Group of Washington, DC to file
         its  Forms  10-KSB  and  10-QSB.  During the year, they will file the
         applicable Forms  for the year ended January 31, 2001 and the quarters
         ended April 30, July 31  and  October  31,  2001.

(iv)     During  the  forthcoming  year  the  Company  will  undertake  a  small
         exploration  program  on  the Bridge claim and complete the geological
         report on the  claim.

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

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

(vii)    Office  expenses  comprise  an  estimate  of  photocopying,  fax  and
         delivery  charges.

(viii)   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  estimated interest charges for late payment
         (due to the Company having limited  funds  at  this  time).

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

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

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

Expenses  incurred  during  the  current  year

During  the  fiscal  year  ended  January  31,  2001,  the  Company incurred the
following  expenses:

<TABLE>
<CAPTION>




Expense                                        Amount
                                               ------
<S>                                   <C>      <C>
Accounting and audit . . . . . . . .  i      $  5,050
Bank charges . . . . . . . . . . . .               79
Edgar filing fees. . . . . . . . . .  ii        2,075
Franchise fees . . . . . . . . . . .              102
Management fee . . . . . . . . . . .  iii       6,000
Office . . . . . . . . . . . . . . .  iv          295
Rent . . . . . . . . . . . . . . . .  iii       3,600
Telephone. . . . . . . . . . . . . .  iii         600
Transfer agent's fees. . . . . . . .  v         1,402
                                               ------
             Total expenses for year          $19,203
                                               ======
</TABLE>


                                      -18-
<PAGE>



i.     Accounting  and  audit

The  Company  had  its  financial  statements audited as at January 31, 2001 and
reviewed  for  the  quarters ending April 30, July 31 and October 31, 2000.  The
amount  charged by the auditors for this service was $2,900.  A separate invoice
was  received  in the amount of $50 from the auditors for the preparation of the
annual corporate tax return.  In addition, the Company had an accountant prepare
the  necessary  working  papers  for  submission  to the auditors for the review
and/or  examination  of  the above noted financial statements.  The cost of this
work  was  $2,100.

ii.     Edgar  filing  fees

The  Company paid $1,140 for filing its Form 10-SB on Edgar system and a further
$935  of  the  filing  of  three  Form  10-QSBs.

iii.     Management  fee,  rent  and  telephone

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

vi.     Office

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

       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 and $202 in interest on outstanding
balance.

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

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



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


Since  inception  the  Company  has purchased the Rubincon and Brdige claims and
preformed limited exploration work on each of the claims as more fully described
above.  Due  to the terrain of the Rubincon claim, management has decided not to
undertake any further work commitments on the claim itself and in 2002 the claim
lapsed..






                          ITEM 7.  FINANCIAL STATEMENTS


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


                                      -19-
<PAGE>




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, 2001 did not contain any adverse opinion or disclaimer,
nor  were  there  any  disagreements  between  management  and  the  Company's
accountants.

                                    PART 111


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


The  following  table  sets  forth  as  of  January 31, 2001, 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. . . . . . . . . .    70    President and Director   1999

  Albert Ezzy . . . . . . . .        66    Secretary Treasurer      1999
                                               and Director

  Jack Cewe . . . . . . . . .        79    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 a Meeting of the Board of Directors and is
qualified.

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

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 Sacramento, California.  He is


                                      -20-
<PAGE>




also  director  of  Summit  Care  Corporation,  an  Alberta,  Canada,  company
established  to  develop  and operate long term care facilities in Alberta.  Mr.
Kujath  is  a  member  of  the  Royal  Architectural Institute of Canada, a past
corporate  member  of  the  American  Institute  of  Architects, a member of the
Architectural  Institute  of  British  Columbia  and  the Alberta Association of
Architects.


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

JACK  CEWE has been involved in the general construction and mining business for
the  past  50  years.  He  was born in Richmond, BC.  Mr. Cewe is the founder of
Jack  Cewe  Ltd.,  a general 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.



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

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

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

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

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


                                      -21-
<PAGE>




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

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

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

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

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

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

               COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT

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

The  following table sets forth as at January 31, 2001, 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

Subsequent  to  the  year-end,  on March 12, 2001, the Company appointed two new
directors  to replace Albert Ezzy and Jack Cewe.  The following table sets forth
the  name,  age,  position  and  term of office of the directors as at March 12,
2001.



                                      -22-
<PAGE>




Albert  Ezzy resigned as a director due to reaching the age of retirement and no
longer wishing to be involved in business interests.  Jack Cewe wished to devote
more  time  to  his  businesses  due  to  having  had  a  heart  problem.

The  following  represents  the  resumes  on  the two new directors as mentioned
above:

At  60  years  of age, IRENE CAMPANY has had an extensive business career in the
medical field.  She was the owner and President of a major Intermediate Care and
old  age  facility.  She  was also a Director of a paramedical company for eight
years  then  purchased  a paramedical company in British Columbia, employing one
hundred  and  ten  nurses, and two hundred doctors on a contractual basis, which
she  has  recently  sold  and  joined  the  family  security  company.

MARTINE  RUMELHOFF  is  43  years old.  She graduated from high school in Quebec
where  she completed college and is bilingual in English and French.  Trained in
restaurant  management  she became a chef and later managed several restaurants.
She  became  the  manager  of  a  major  mechanical  company  who engaged in the
mechanical  installation  for  large  projects.  Currently the owner of Norsemen
Plumbing,  she  has  opened  subsidiaries  in  Kitimat  and  San  Francisco.




                        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,  2001.

     The  following table sets forth compensation paid or accrued by the Company
during  the  period ended January 31, 2001 to the Company's President, Directors
and  Secretary  Treasurer.


                                      -23-
<PAGE>






                     SUMMARY COMPENSATION TABLE (1999-2001)
                                          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 . . . .  1999   -0-      -0-       -0-      -0-       -0-        -0-
President and. . . .  2000   -0-      -0-       -0-      -0-       -0-        -0-
     Director. . . .  2001   -0-      -0-       -0-      -0-       -0-        -0-

Albert Ezzy. . . . .  1999   -0-      -0-       -0-      -0-       -0-        -0-
Secretary Treasurer.  2000   -0-      -0-       -0-      -0-       -0-        -0-
  and Director . . .  2001   -0-      -0-       -0-      -0-       -0-        -0-

                      1999   -0-      -0-       -0-      -0-       -0-        -0-
Jack Cewe. . . . . .  2000   -0-      -0-       -0-      -0-       -0-        -0-
Director . . . . . .  2001   -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, 2001,
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

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


                                      -24-
<PAGE>



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, 2001, 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>





(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


                                      -25-
<PAGE>



        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  share  are  owned  by  Mabel  Cewe,  wife  to  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.




                                      -26-
<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           33

Balance  Sheet  as  at  January  31,  2001                                    34

Statement of Operations for the Year Ended January 31, 2001 and Period from
     February 2, 1999 to January 31, 2000 and the Period February 2, 1999
     (Date  of  Inception)  to  January  31,  2001                            35

Statement  in  Changes  in  Stockholders'  Equity  for  the  Period  from
     February 2, 1999 (Date of Inception) to January 31, 2001                 36

Statement of Cash Flows for the Year Ended January 31, 2001 and the Period
     February 2, 1999 to January 31, 2000 and the Period February 2, 1999
    (Date  of  Inception)  to  January  31,  2001                             37

Notes  to  the  Financial  Statements                                         38

(a)  (2)   FINANCIAL  STATEMENT  SCHEDULES

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

None.

(a)  (3)   EXHIBITS

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

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

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

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

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

Exhibit  A  -  Glossary  of  Geological  and  Technical  Terms               41






                                      -27-
<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: "Ted Reimchen"
                                  -------------------
                                     Ted Reimchen
                                 President and Director

        Date:  April 17, 2003


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


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

         Date:  April 17, 2003

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

         Date: April 17, 2003


                                  By: "Martine Rummelhoff"
                                  -------------------------
                                      Martine Rummelhoff
                                           Director

         Date: April 17, 2003



                                      -28-
<PAGE>





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

I,  Ted  Reimchen,  certify  that:

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

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

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

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

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

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

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

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

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

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

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


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



                                      -29-
<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, 2001, as filed with the Securities and Exchange
Commission  on  the  date  hereof (the "Report"), I, Ted Reimchen, President and
Director of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant  to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of
my  knowledge  and  belief:

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

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




                                      /S/ Ted Reimchen, President and Director

Date:  April 17, 2003




                                      -30-
<PAGE>





I,  Irene Campany,  certify  that:

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

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

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

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

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

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

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

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

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

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

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


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




                                      -31-
<PAGE>







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



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

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

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




                          /S/ Irene Campany, Secretary Treasurer and Director

Date:  April 17, 2003





                                      -32-
<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,  2001,  and  the  statement  of
operations,  stockholders' equity, and cash flows for the year ended January 31,
2001 and the period February 2, 1999 to January 31, 2000 and the period February
2,  1999 (date of inception) to January 31, 2001. 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,  2001,  and  the results of operations, and cash flows for the year
ended  January  31, 2001 and the period February 2, 1999 to January 31, 2000 and
the  period  February  2,  1999  (date  of  inception)  to  January 31, 2001, 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  does not have the
necessary  working  capital  to service its debt and 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"
June  20,  2001


                                      -33-
<PAGE>





                             RUBINCON VENTURES INC.
                           (Exploration Stage Company)

                                 BALANCE  SHEET

                                January 31, 2001


<TABLE>
<CAPTION>




ASSETS
<S>                                                        <C>
CURRENT ASSETS

     Bank . . . . . . . . . . . . . . . . . . . . . . . .  $      291
                                                           -----------

            Total Current Assets. . . . . . . . . . . . .         291
                                                           -----------

OTHER ASSETS

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

                                                           $      291
                                                           ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

      Accounts payable. . . . . . . . . . . . . . . . . .  $    6,428
      Accounts payable - related parties. . . . . . . . .      13,425
                                                           -----------

             Total Current Liabilities. . . . . . . . . .      19,853
                                                           -----------

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 . . . . . . . . . . .      20,400

     Deficit accumulated during the exploration stage . .     (42,363)
                                                           -----------

           Total Stockholders' Deficiency . . . . . . . .     (19,562)
                                                           -----------

                                                           $      291
                                                           ===========
</TABLE>






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


                                      -34-
<PAGE>



                             RUBINCON VENTURES INC.
                           (Exploration Stage Company)

                            STATEMENT  OF  OPERATIONS

             For the Year ended January 31, 2001 and for the Period
              February 2, 1999  to January 31, 2000 and the Period
            February 2, 1999 (date of inception) to January 31, 2001



<TABLE>
<CAPTION>




                               JAN 31,      JAN 31,     FEB 2, 1999 TO
                                2001         2000        JAN 31, 2001
                            -----------  -----------  ----------------
<S>                         <C>          <C>          <C>
REVENUES . . . . . . . . .  $        -   $        -   $             -

EXPENSES . . . . . . . . .      19,203       23,160            42,363
                            -----------  -----------  ----------------

NET LOSS . . . . . . . . .  $  (19,203)  $  (23,160)  $       (42,363)
                            ===========  ===========  ================



NET LOSS PER COMMON SHARE

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


AVERAGE OUTSTANDING SHARES

     Basic . . . . . . . .   2,400,820    2,248,702
                            ===========  ===========
</TABLE>














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


                                      -35-
<PAGE>



                             RUBINCON VENTURES INC.
                           (Exploration Stage Company)

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

               For the Period February 2, 1999 (Date of Inception)
                               to January 31, 2001



<TABLE>
<CAPTION>




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

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

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

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

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

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

BALANCE JANUARY 31, 2001 . . . . . . . . . . .  2,400,820  $ 2,401     $     20,400        $  (42,363)
                                                ==========  ======        =========           ========
</TABLE>










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



                                      -36-
<PAGE>




                             RUBINCON VENTURES INC.
                           (Exploration Stage Company)

                           STATEMENT  OF  CASH  FLOWS

               For the Year Ended January 31, 2001 and the Period
               February 2, 1999 to January 31, 2000 and the Period
            February 2, 1999 (date of inception) to January 31, 2001


<TABLE>
<CAPTION>





                                                           JAN 31,      JAN 31,    FEB 2, 1999 TO
                                                            2001         2000       JAN 31, 2001
                                                        -------------  ---------  ----------------
<S>                                                     <C>            <C>        <C>               <C>
CASH FLOWS FROM
     OPERATING ACTIVITIES:

     Net loss. . . . . . . . . . . . . . . . . . . . .      $(19,203)  $(23,160)         $(42,363)

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

          Changes in accounts payable. . . . . . . . .         7,866     11,987            19,853
          Contributions to capital - expenses. . . . .        10,200     10,200            20,400
                                                        -------------  ---------  ----------------

               Net Cash Flows used in Operations . . .        (1,137)      (973)           (2,110)
                                                        -------------  ---------  ----------------

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


CASH FLOWS FROM FINANCING
     ACTIVITIES:

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

     Net Change in Cash. . . . . . . . . . . . . . . .        (1,137)     1,428               291

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

     CASH AT END OF PERIOD . . . . . . . . . . . . . .       $   291   $  1,428          $    291
                                                           =========    =======             ======


SCHEDULE OF NONCASH OPERATING ACTIVITIES

Contributions to capital by related parties - expenses
             1999 - 2001                                     $10,200   $ 10,200         $   20,400
                                                             =======     ======            =======
</TABLE>





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


                                      -37-
<PAGE>




                             RUBINCON VENTURES INC.
                           (Exploration Stage Company)

                        NOTES  TO  FINANCIAL  STATEMENTS



1.     ORGANIZATION

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

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

Since  its  inception  the  Company  has  completed  Regulation  D  offerings of
2,400,820  shares  of  its  common  capital  stock  for  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,  2001,  the  Company  had a net operating loss carry forward of
$42,363.  The  tax  benefit of 12,709 from the loss carry forward has been fully
offset  by  a  valuation  reserve  because  the use of the future tax benefit is
doubtful  since  the  Company  has  no  operations.

The  loss  carry  forward  will  expire  in  the  year  2022.

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

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


                                      -38-
<PAGE>



                             RUBINCON VENTURES INC.
                           (Exploration Stage Company)

                        NOTES  TO  FINANCIAL  STATEMENTS



2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  -  CONTINUED

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.

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.

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.

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

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

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

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


                                      -39-
<PAGE>



                             RUBINCON VENTURES INC.
                           (Exploration Stage Company)

                        NOTES  TO  FINANCIAL  STATEMENTS




3.     MINERAL  CLAIMS

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

The  claims  may  be  retained  by  the Company by the completion of yearly
assessment  work  or a payment of $1,600 Cn.  The next assessment work is due in
February  2002.

During  2000  the  Company  staked  an  additional property located in Gold
Bridge, B.C. in the Bralorne Gold Camp area of British Columbia.  The claims may
be  retained by  completion of yearly assessment work or a payment of $1,600 Cn.
The  next  assessment  work  is  due  in  February  2002.


4.     RELATED  PARTY  TRANSACTIONS

Related  parties  acquired  17%  of  the  common  shares.

Related  parties  have  made  advances  to  the  Company  of  $13,425.


5.     GOING  CONCERN

The  Company  will  need additional working capital to service its debt and
for  its planned activity and continuation of the Company as a going concern 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.





                                      -40-
<PAGE>





EXHIBIT  A

                   GLOSSARY OF GEOLOGICAL AND TECHNICAL TERMS


Andesite  -  Fine  grained  intermediate  volcanic  rock.

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

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

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

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

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.

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

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.


                                      -41-
<PAGE>




Mafic  -  Pertaining  to  or  composed  dominantly  of  rock  forming silicates.

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.

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.

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

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

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

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

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.

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

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




                                      -42-
<PAGE>