RUBINCON VENTURES INC
10QSB, 2000-11-14
METAL MINING
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB


(X)   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITES EXCHANGE
      ACT OF 1934

For the quarterly period ended          July 31, 2000
                               --------------------------

( )   TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF THE  SECURITIES
      EXCHANGE ACT OF 1934

For the transition period from                   to
                               -----------------    -------------------

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


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


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

1366 - 161st Street
Delta, BC, Canada                                                 V4A 8A6
------------------                                              -----------
(Address of principal executive offices)                         (Zip Code)

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


         --------------------------------------------------------------
      (Former name, address, and fiscal year, if changed since last report)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such  reports),  Yes [X] No [ ] and ( ) has been
subject to filing requirements for the past 90 days. Yes [X] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the last practicable date.

              Class                             Outstanding as of July 31, 2000
-----------------------------------             -------------------------------

 Common Stock, $0.001 per share                                       2,400,820

<PAGE>

                                      INDEX




<TABLE>
<CAPTION>
                                                                                   Page
PART 1.                                                                           Number
                                                                                  ------


<S>                                                                                  <C>
  ITEM 1.  Financial Statements (unaudited).....................................     3

           Balance Sheet as at July 31, 2000
                    (with comparative figures as at January 31, 2000)...........     4

           Statement of Operations
              For the three months ended July 31, 2000 and 1999,
                    for the six months ended July 31, 2000 and 1999
                    and for the period from February 2, 1999 (Date of
                       Incorporation) to July 31, 2000..........................     5

           Statement of Cash Flows
               For  the three  months  ended  July 31,  2000 and
                    1999 and for the  period  from  February  2,
                    1999 (Date of Incorporation) to July 31, 2000...............     6

           Notes to the Financial Statements....................................     7

  ITEM 2.  Plan of Operations...................................................     10


PART 11           Signatures....................................................     11


   EXHIBIT

                Article 5 of Regulation S-X
                         Financial Data Schedule Worksheet                           12

</TABLE>

                                       2
<PAGE>

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

                          ITEM 1. FINANCIAL STATEMENTS

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

The accompanying  balance sheet of Rubincon  Ventures Inc. (an exploration stage
company) at July 31, 2000 (with comparative  figures as at January 31, 2000) and
the  statement  of  operations  and  statement of cash flow for the three months
ended July 31,  2000 and 1999,  for the six months  ended July 31, 2000 and 1999
and for the period  from  February 2, 1999 (date of  incorporation)  to July 31,
2000 and the statement of  stockholders'  equity for the period from February 2,
1999  (date of  incorporation)  to July  31,  2000  have  been  prepared  by the
Company's  management and they do not include all  information  and notes to the
financial  statements  necessary  for a complete  presentation  of the financial
position,  results  of  operations,  cash  flows,  and  stockholders'  equity in
conformity  with generally  accepted  accounting  principles.  In the opinion of
management,  all adjustments considered necessary for a fair presentation of the
results of  operations  and  financial  position have been included and all such
adjustments are of a normal recurring nature.

Operating  results  for the quarter  ended July 31,  2000,  are not  necessarily
indicative  of the results that can be expected for the year ending  January 31,
2001.


                                       3
<PAGE>


                             RUBINCON VENTURES INC.
                         (An Exploration Stage Company)

                                  BALANCE SHEET

                       July 31, 2000 and January 31, 2000

                      (Unaudited - Prepared by Management)


<TABLE>
<CAPTION>

                                                                       July 31        January 31
                                                                        2000              2000
                                                                        ----              ----
   ASSETS

   CURRENT ASSETS

<S>                                                                     <C>            <C>
        Bank and funds on hand                                          $      6       $    1,428

   OTHER ASSETS

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

                                                                        $      6       $    1,428
                                                                        ========       ==========

   LIABILITIES

         Accounts payable and accrued liabilities                       $  3,080       $    2,055
         Due to a director                                                12,425            9,932
                                                                        --------       ----------

                                                                          15,505           11,987
                                                                        --------       ----------

   STOCKHOLDERS' EQUITY

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

        Capital in excess of par value                                    15,300          10,200

        Deficit accumulated during the development stage                 (33,200)        (23,160)
                                                                        --------       ----------

              Total Stockholders' Equity                                 (15,499)        (10,559)
                                                                        --------       ----------

                                                                        $      6       $    1,428
                                                                        ========       ==========

</TABLE>

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

                                       4

<PAGE>


                             RUBINCON VENTURES INC.
                         (An Exploration Stage Company)

                             STATEMENT OF OPERATIONS

   For the three months ended July 31, 2000 and 1999, for the six months ended
         July 31, 2000 and 1999 and for the period from February 2, 1999
                      (Date of Inception) to July 31, 2000

                      (Unaudited - Prepared by Management)


<TABLE>
<CAPTION>

                                   FOR THE THREE      FOR THE THREE      FOR THE SIX       FOR THE SIX
                                   MONTHS ENDED        MONTHS ENDED     MONTHS ENDED      MONTHS ENDED           INCEPTION
                                     JULY 31,            JULY 31,          JULY 31,         JULY 31,                TO
                                      2000                1999              2000              1999             JULY 31, 2000
                                      ----                ----              ----              ----             -------------


<S>                                 <C>                <C>                <C>                <C>                 <C>
SALES                               $       --         $      --          $      --          $     --            $      --
                                    ----------         ---------          ----------         ---------           ----------

EXPENSES
    Accounting and audit                   875                --              1,950                 --                6,450
    Bank charges                            21                 5                 39                 20                   65
    Edgar filing fees                      425                --              1,565                 --                1,565
    Filing fees                             --                --                 --                 --                  125
    Franchise tax                          100                --                100                 --                  100
    Geological report                       --             1,200                 --              1,200                1,280
    Incorporation costs
      written                               --                --                 --                264                  519
    Management fees                      1,500             1,500              3,000              3,000                9,000
    Office                                  --                43                 --                 91                  370
    Rent                                   900               900              1,800              1,800                5,400
    Staking costs                           --                --                 --                385                3,196
    Telephone                              150               150                300                300                1,005
    Transfer agent fees                  1,255             1,375              1,285              1,375                4,125
                                    ----------         ---------          ----------         ---------           ----------

NET LOSS                            $    5,226         $   5,173          $   10,039         $    8,435          $   33,200
                                    ==========         =========          ==========         ==========          ==========


NET LOSS PER COMMON SHARE

     Basic                          $       --         $      --          $       --         $      --
                                    ==========         =========          ==========         =========



AVERAGE OUTSTANDING SHARES

     Basic                           2,400,820          2,400,820           2,400,820         2,094,004
                                    ==========         ==========         ===========        ==========

</TABLE>

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

                                       5
<PAGE>

                             RUBINCON VENTURES INC.
                         (An Exploration Stage Company)

                             STATEMENT OF CASH FLOWS

               For the six months ended July 31, 2000, for the six
               months ended July 31, 1999 and for the period from
                      February 2, 1999 (Date of Inception)
                                to July 31, 2000

                      (Unaudited - Prepared by Management)

<TABLE>
<CAPTION>

                                                             FOR THE SIX            FOR THE SIX            INCEPTION
                                                             MONTHS ENDED           MONTHS ENDED               TO
                                                            JULY 31, 2000          JULY 31, 1999         JULY 31, 2000
                                                            -------------          -------------         -------------

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

     CASH FLOWS FROM
          OPERATING ACTIVITIES:

          Net loss                                               $ (10,039)         $  (8,435)           $    (33,200)

          Adjustments to reconcile net loss to net
            cash provided by operations:
               Increase in accounts payable                          1,025                 --                   3,080
               Increase in due to a director                         2,492              3,993                  12,425
                                                                 ---------            -------                  ------

                    Net Cash from Operations                        (6,522)            (4,442)                (17,695)
                                                                 ---------            -------                  ------

     CASH FLOWS FROM INVESTING
        ACTIVITIES

          Mineral claims                                                --                 --                      --
                                                                 ---------            -------                  ------

     CASH FLOWS FROM FINANCING
       ACTIVITIES:
               Proceeds from issuance of common
                 Stock                                                  --              2,401                   2,401
               Capital contributions - expenses                      5,100              5,100                  15,300
                                                                 ---------            -------                  ------

                                                                     5,100              7,501                  17,701
                                                                 ---------            -------                  ------

          Net Increase in Cash                                      (1,422)             3,059                       6

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

          CASH AT END OF PERIOD                                  $       6          $   3,059             $        6
                                                                 =========          =========            ===========
</TABLE>


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


                                       6
<PAGE>


                             RUBINCON VENTURES INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                  July 31, 2000

                      (Unaudited - Prepared by Management)

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  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).

         The Company has  completed a Regulation D offering of 2,000,820  shares
         of its 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 July 31, 2000, the Company had a net operation loss carry forward of
         $33,200.  The tax  benefit  from the loss carry  forward has been fully
         offset by the  valuation  reserve  because  the use of the  future  tax
         benefit is undeterminable since the Company has no operations.  The net
         operating loss carry forward will expire in 2021.

         Earnings (Loss) per Share

         Earnings  (loss) per share  amounts are computed  based on the weighted
         average number of shares actually outstanding.

         Comprehensive Income

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


                                       7
<PAGE>

                             RUBINCON VENTURES INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                  July 31, 2000

                      (Unaudited - Prepared by Management)

     2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

         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.

         Cash and Cash Equivalents

         The Company  considers all highly liquid  instruments  purchased with a
         maturity,  at the time of purchase,  of less than three  months,  to be
         cash equivalents.

         Amortization of Capitalized Mining Claim Costs

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

         Environmental Requirements

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

         Financial Instruments

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


                                       8
<PAGE>


                             RUBINCON VENTURES INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                  July 31, 2000

                      (Unaudited - Prepared by Management)


3.       MINERAL CLAIMS

         The  company  acquired a certain  mineral  claim  known as the  Rubicon
         claim,  located in the Zeballos  gold camp on  Vancouver  Island in the
         province of British Columbia, with an expiry date of February 28, 2001.

         The claims  may be  retained  by the  Company  by making  yearly  lease
         payments in the amount of $4,000 Cn on February  28, 2001 and each year
         thereafter.

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


4.       RELATED PARTY TRANSACTIONS

         Related parties acquired 16.7 % of the capital stock issued for cash.


5.       GOING CONCERN

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


                                       9
<PAGE>

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

                           ITEM 2. PLAN OF OPERATIONS

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

The Company has not performed any exploration  activities on its claim since its
initial  staking of these claims.  With the winter  approaching  it is extremely
unlikely that the Company will undertake any exploration  activities  during the
latter part of 2000.

At the  present  time the  Company has no  intention  of seeking out  additional
mineral properties.  One of the main reasons is a lack of funds available to the
Company  for such  activities.  Any  commitments  for funds is  presently  being
provided by its officers and directors.

Liquidity and Capital Resources

The  Company  will  have  to  consider  various  avenues  open  to it to  obtain
sufficient  funds to meet its  current  obligation  and  provided  for  funds to
maintain its mineral property in good standing. It options are for the directors
and officers to continue to personally  fund the company,  obtain  institutional
funding  guaranteed  by the  directors and officers or issue some of its capital
stock. No decision has been made in this regard.


Results of Operations

There have been no operations during the current period.


                                       10

<PAGE>


                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                             RUBINCON VENTURES INC.
                                  (Registrant)




  November 13, 2000                                 /s/  "Jack Cewe"
                                              --------------------------------
                                                 Jack Cewe - Director


  November 13, 2000                                 /s/  "Albert Ezzy"
                                              ---------------------------------
                                              Albert Ezzy - Secretary Treasurer
                                                  and Director




                                       11
<PAGE>


                           ARTICLE 5 OF REGULATION S-X
                       COMMERCIAL AND INDUSTRIAL COMPANIESS, INC.
   FINANCIAL DATA SCHEDULE WORKSHEET FOR: RUBINCON VENTURES, INC. PAGE 1 OF 2
                                          ----------------------------------

   Review the following  list of tags for Article 5 and fill in the correct data
in the column(s)  provided.  Generally  only one column of  information  will be
required,  however,  two columns are provided if required in the Financial  Data
Schedule.
   Unless  otherwise  noted,  all tags are required.  A response is required for
each item  within  the  schedule.  Use the value "0"  (zero) if  information  is
inapplicable,  or unknown.  Duplicates  may not be used to state  financial data
except as indicated.
   To include a footnote,  place a number in  parentheses  next to the value and
provide  the text of each  corresponding  footnote  at the end of the  worksheet
form.



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