UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(x) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF
1934 (FEE REQUIRED)
For the fiscal year ended January 31, 2000
( ) TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transaction period from _______________ to ________________
Commission File number 0-29429
----------------------------
RUBINCON VENTURES INC.
----------------------------------------
(Exact name of Company as specified in charter)
Delaware 98-0200798
------------------------------------ ----------------------------
State or other jurisdiction of incorporation (I.R.S. Employee I.D. No.)
or organization
1366 - 161ST Street
Surrey, British Columbia, Canada V4A 8A6
---------------------------------------- ----------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code 1-604-526-0751
----------------------------
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-
------------
<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, 2000, the aggregate market value of the voting stock held by
nonaffiliates is undeterminable and is considered to be 0.
(THE COMPANY INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE LAST FIVE YEARS)
Not applicable
(APPLICABLE ONLY TO CORPORATE COMPANYS)
As of January 31, 2000, the Company has 2,400,820 shares of common stock issued
and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the part
of this Form 10-KSB (eg., Part I, Part II, etc.) into which the documents is
incorporated:
(1) Any annual report to security holders;
(2) Any proxy or other information statement;
(3) Any prospectus filed pursuant to Rule 424 (b) or (c) under
the Securities act of 1933.
NONE
2
<PAGE>
TABLE OF CONTENTS
<TABLE>
=====================================================================================================
<S> <C>
PART 1
------
Page
-----
ITEM 1. DESCRIPTION OF BUSINESS 4
ITEM 2. DESCRIPTION OF PROPERTY 4
ITEM 3. LEGAL PROCEEDINGS 5
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITIES HOLDERS 5
PART II
-------
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 6
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 6
ITEM 7. FINANCIAL STATEMENTS 7
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE 7
PART III
--------
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS,
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT 7
ITEM 10. EXECUTIVE COMPENSATION 11
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT 12
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 13
PART IV
-------
ITEM 13. EXHIBITS 14
</TABLE>
3
<PAGE>
PART 1
================================================================================
ITEM 1. DESCRIPTION OF BUSINESS
================================================================================
HISTORICAL OVERVIEW OF THE COMPANY
The Company was incorporated on February 2, 1999. The Company has no
subsidiaries and no affiliated companies. The executive offices of the Company
are located at 1366-161st Street, Surrey, B.C. V4A 8A6. (Tel: 604-526-0751).
The Company is engaged in the exploration of mineral properties. No ore
body has been discovered and no substantial exploration has been done on its
mineral claim. The Company is purely an exploration company. There is no
assurance that any ore body will ever be found and that the Company will have
sufficient funds to undertake the exploration work required to identify an ore
body.
Management anticipates that the Company's shares will be qualified on
the system of the National Association of Securities Dealers, Inc. ("NASD")
known as the OTC Bulletin Board.
The Company owns one mineral property known as the `Rubicon' Claim. It
does not presently own any other mineral properties. The Company holds the
rights to the minerals on the Rubicon property until February 28, 2000. The land
itself is owned by the Province of British Columbia (known as the "Crown"). If
the Company does not undertake an exploration program ("assessment work") on the
mineral claim on or before February 28, 2000 in the amount of $1,100 or pay a
similar amount as cash-in-lieu to the Crown the rights to the minerals will
expire and the property can be `staked' by another party. If the Company either
does assessment work or pay cash-in-lieu the rights to the minerals on the
Rubicon claim will remain in good standing until February 28, 2001. So until the
mineral rights for future years the Company will either have to pay cash-in-lieu
of $2200 each year or use perform work on the property.
Subsequent to January 31, 2000 the Company paid cash in lieu to the
Gold Commissioner's office of British Columbia to maintain the claim in good
standing until February 28, 2001.
The Company has no revenue to date from the exploration of its mineral
property, and its ability to effect its plans for the future will depend on the
availability of financing. Such financing will be required to develop the
Company's mineral property to a stage where a decision can be made by management
as to whether an ore body exists and can be successfully brought into
production. The Company anticipates obtaining such funds from its directors and
officers, financial institutions or by way of the sale of its capital stock in
the future, but there can be no assurance that the Company will be successful in
obtaining additional capital for exploration activities from the sale of its
capital stock or in otherwise raising substantial capital.
PLANNED BUSINESS
In addition to exploring and developing, if warranted, its mineral
property, the Company plans to seek out additional mineral properties either by
way of purchase, staking or joint venturing.
All dollar amounts shown in this document are stated in US dollars
unless otherwise noted.
4
<PAGE>
================================================================================
ITEM 2. DESCRIPTION OF PROPERTIES
================================================================================
EXPLORATION OF THE RUBICON CLAIM
The Company retained Calvin Church, P. Geo. 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 by Edward Skoda on behalf of the Company and
named "Rubicon".
The Claim covers 16 metric units (400ha) 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.
The Company was incorporated on February 2, 1999 and engaged the
services of Edward Skoda to "stake" a mineral claim for it in the Zeballos
mining area of British Columbia. The claim, subsequently recorded as the
`Rubicon' claim, was "staked" on February 11, 1999. ("Staking" of a claim 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 Company has not identified any other mineral properties for staking
and therefore has only the Rubicon property. It is the intention of management
to identify other properties of merit in the future but to date none have been
identifies.
The Company has done no work on the claim to date but is considering a small
exploration program during the forthcoming year.
================================================================================
ITEM 3. LEGAL PROCEEDINGS
================================================================================
There are no legal proceedings to which the Company is a party or to which its
property is subject, nor to the best of management's knowledge are any material
legal proceedings contemplated.
================================================================================
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
================================================================================
No matters were submitted to a vote of shareholders of the Company during the
fiscal year ended January 31, 2000.
5
<PAGE>
PART II
================================================================================
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
================================================================================
During the past year there has been no established trading market for the
Company's common stock. Since its inception, the Company has not paid any
dividends on its common stock, and the Company does not anticipate that it will
pay dividends in the foreseeable future. As at January 31, 2000 the Company had
32 shareholders; two of these shareholders are officers and directors of the
Company.
================================================================================
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
================================================================================
OVERVIEW
The Company was incorporated on February 2, 1999 under the laws of the State of
Delaware. The Company's articles of incorporation currently provide that the
Company is authorized to issue 25,000,000 shares of common stock, par value
$0.001 per share. As at January 31, 2000 there were 2,400,820 shares
outstanding. The Company is engaged in the exploration stage. There is no
assurance that reserves exist in its mineral claim until further exploration
work has been done and economic evaluation based on such work concludes economic
feasibility.
The Company is in the exploration stage and is seeking a quotation on the OTC
Bulletin Board. The Company has no revenue to date from the exploration of the
Rubincon claim, and its ability to effect its plans for the future will depend
on the availability of financing. Such financing will be required to develop the
Company's mineral property to a stage where a decision can be made by management
as to whether an ore body exists and can be successfully brought into
production. The Company anticipates obtaining such funds from its directors and
officers, financial institutions or by way of the sale of its capital stock in
the future, but there can be no assurance that the Company will be successful in
obtaining additional capital for exploration activities from the sale of its
capital stock or in otherwise raising substantial capital.
Liquidity and Capital Resources
As at January 31, 2000, the Company had $1,428 of assets, and $11,987 of
liabilities, including cash or cash equivalents amounting to $1,428. The
liabilities of $11,987 are
6
<PAGE>
amounts of $1,950 accrued for audit and accounting and $105 for telephone and
the amount of $9,932 due to a director.
The Company has no contractual obligations for either lease premises, employment
agreements or work commitments on the Rubincon claim and has made no commitments
to acquire any asset of any nature.
Results of Operations
Since inception the Company has purchased the Rubincon claim and preformed no
exploration work on the claim as more fully described above.
================================================================================
ITEM 7. FINANCIAL STATEMENTS
================================================================================
The financial statements of the Company are included following the signature
page to this Form 10-KSB.
================================================================================
ITEM 8. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
================================================================================
From inception to date, the Company's principal accountant is Andersen Andersen
& Strong, L.C. of Salt Lake City, Utah. The firm's report for the period from
inception to January 31, 2000 did not contain any adverse opinion or disclaimer,
nor were there any disagreements between management and the Company's
accountants.
PART 111
================================================================================
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND
CONTROL PERSONS; COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT
================================================================================
The following table sets forth as of January 31, 2000, the name, age, and
position of each of the executive officers and directors and the term of office
of each director of the Company.
7
<PAGE>
<TABLE>
<CAPTION>
Term as
Director
Name Age Position Held Since
---- --- ------------- --------
<S> <C> <C> <C>
Roman Kujath 57 President and Director 1999
Albert Ezzy 65 Secretary-Treasurer and 1999
Director
Jack Cewe 78 Director 1999
</TABLE>
Each director of the Company serves for a term of one year and until his
successor is elected at the Company's annual shareholders' meeting and is
qualified, subject to removal by the Company's shareholders. Each officer
serves, at the pleasure of the board of directors, for a term of one year and
until his successor is elected at the annual general meeting of the board of
directors and is qualified.
Set forth below is certain biographical information regarding each of the
Company's executive officers and directors.
ROMAN KUJATH has been president of Roman M. Kujath Architects Ltd.
since 1975. He has practiced in Canada and abroad as an Architect (Masters
degrees in both Architecture and Engineering). Mr. Kujath has been responsible
for over $1 billion dollars worth of construction, including the $100 million
Place de Ville in Ottawa, Canada for the Campeau Corporation. He also was a
developer for a number of turn-key housing projects in the southern United
States in the early 1970s. He is also a director of Peabodys Coffee Inc., a
company currently listed on the OTC Bulletin Board, which specializes in coffee
sold via a kiosk system. Peabodys Coffee Inc. is headquartered in Sacremento,
California. He is also director of Summit Care Corporation, an Alberta, Canada,
company established to develop and operate long term care facilities in Alberta.
Mr. Kujath is a member of the Royal Architectural Institute of Canada, a past
corporate member of the American Institute of Architects, a member of the
Architectural Institute of British Columbia and the Alberta Association of
Architects.
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 company and aggregate mining. 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:
8
<PAGE>
<TABLE>
<CAPTION>
Name Type of Business Founded Location
---- ---------------- ------- ---------
<S> <C>
Jack Cewe Ltd. General Contracting 1953 Coquitlam, B.C.
Jack CeweInc. General Contracting 1967 Bellingham, Washington
Ridge Construction Ltd. Trucking Company 1961 Coquitlam, B.C
Shoshone Construction Ltd. Construction Company 1961 Coquitlam, B.C
Heather Construction Ltd. Aggregate Mining 1967 Jervis Inlet, B.C.
</TABLE>
Mr. Cewe has not been involved in any public company either in Canada or the
United States and has not been associated with any OTC Bulletin Board company to
date.
None of the Directors or Executive Officers work full time for the
Company, but intend to devote such time as their responsibilities require. It is
estimated that monthly time attributed to the President of the Company will be
approximately 25 hours, comprising mainly administrative and planning duties,
whereas the Secretary Treasurer will devote 15 hours per month consisting mainly
of preparation of corporate documents. This time will increase when the Company
undertakes a work program on its property.
There are no family relationships between the directors, executive
officers or with any person under consideration for nomination as a director or
appointment as an executive officer of the Company.
To the knowledge of management, during the past five years, no present
or former director, executive officer or person nominated to become a director
or an executive officer of the Company:
(1) filed a petition under the federal bankruptcy laws or any state
insolvency law, nor had a receiver, fiscal agent or similar officer
appointed by the court for the business or property of such person, or
any partnership in which he was a general partner at or within two
years before the time of such filings;
(2) was convicted in a criminal proceeding or named subject of a pending
criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from or otherwise limiting,
the following activities:
(i) acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor
broker, leverage transaction merchant, associated person of
any of the foregoing, or as an investment advisor,
underwriter, broker or dealer in securities, or as an
affiliate person, director or employee of any investment
company, or
9
<PAGE>
engaging in or continuing any conduct or practice in
connection with such activity;
(ii) engaging in any type of business practice; or
(iii) engaging in any activities in connection with the purchase or
sale of any security or commodity or in connection with any
violation of federal or state securities laws or federal
commodities laws;
(4) was the subject of any order, judgment, or decree, not subsequently
reversed, suspended, or vacated, of any federal or state authority
barring, suspending or otherwise limiting for more than 60 days the
right of such person to engage in any activity described above under
this Item, or to be associated with persons engaged in any such
activities;
(5) was found by a court of competent jurisdiction in a civil action or by
the Securities and Exchange Commission to have violated any federal or
state securities law, and the judgment in such civil action or finding
by the Securities and Exchange Commission has not been subsequently
reversed, suspended, or vacated.
(6) was found by a court of competent jurisdiction in a civil action or by
the Commodity Futures Trading Commission to have violated any federal
commodities law, and the judgment in such civil action or finding by
the Commodity Futures Trading Commission has not been subsequently
reversed, suspended or vacated.
COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT
The Company knows of no director, officer, beneficial owner of more than ten
percent of any class of equity securities of the Company registered pursuant to
Section 12 ("Reporting Person") that failed to file any reports required to be
furnished pursuant to Section 16(a). Other than those disclosed below, the
Company knows of no Reporting Person that failed to file the required reports
during the most recent fiscal year.
The following table sets forth as at January 31, 2000, the name and position of
each Reporting Person that failed to file on a timely basis any reports required
pursuant to Section 16 (a) during the most recent fiscal year.
<TABLE>
<CAPTION>
Name Position Report to be Filed
---- -------- ------------------
<S> <C>
Roman Kujath President and Director Form 3
Albert Ezzy Secretary-Treasurer/Director Form 3
Jack Cewe Director Form 3
</TABLE>
10
<PAGE>
================================================================================
ITEM 10. EXECUTIVE COMPENSATION
================================================================================
CASH COMPENSATION
There was no cash compensation paid to any director or executive officer of the
Company during the fiscal year ended January 31, 2000.
BONUSES AND DEFERRED COMPENSATION
None
COMPENSATION PURSUANT TO PLANS
None
PENSION TABLE
None
OTHER COMPENSATION
None
COMPENSATION OF DIRECTORS
None
TERMINATION OF EMPLOYMENT
There are no compensatory plans or arrangements, including payments to be
received from the Company, with respect to any person named in Cash
Consideration set out above which would in any way result in payments to any
such person because of his resignation, retirement, or other termination of such
person's employment with the Company or its subsidiaries, or any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.
11
<PAGE>
================================================================================
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
================================================================================
The following table sets forth as at January 31, 2000, the name and address and
the number of shares of the Company's common stock, with a par value of $0.001
per share, held of record or beneficially by each person who held of record, or
was known by the Company to own beneficially, more than 5% of the issued and
outstanding shares of the Company's common stock, and the name and shareholdings
of each director and of all officers and directors as a group.
<TABLE>
<CAPTION>
Name and Address Amount
of Beneficial Nature of of Beneficial Percent
Owner Ownership (1) Ownership of Class
----- ------------- --------- --------
<S> <C> <C> <C>
CARSTEN MIDE Direct 200,000 8.0 %
2453 Philips Place
Burnaby, B.C.
Canada, V5A 2W1
ROMAN KUJATH -- -- 0.0 %
415-10357 109th Street
Edmonton, Alberta
Canada T5J 1N3
ALBERT EZZY Direct 75,820 3.2 %
1366 161st Street
Surrey, B.C.
Canada V4A 8A6
JACK CEWE Direct 50,000 2.1 %
1008 Alderside Avenue
Port Moody, B.C.
Canada V3H 3A6
Directors and officers 125,820 5.3 %
as a group
</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.
12
<PAGE>
================================================================================
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
================================================================================
TRANSACTIONS WITH MANAGEMENT AND OTHERS
Except as indicated below, there were no material transactions, or series of
similar transactions, since inception of the Company and during its current
fiscal period, or any currently proposed transactions, or series of similar
transactions, to which the Company was or is to be a party, in which the amount
involved exceeds $60,000, and in which any director or executive officer, or any
security holder who is known by the Company to own of record or beneficially
more than 5% of any class of the Company's common stock, or any member of the
immediate family of any of the foregoing persons, has an interest.
INDEBTEDNESS OF MANAGEMENT
There were no material transactions, or series of similar transactions, since
the beginning of the Company's last fiscal year, or any currently proposed
transactions, or series of similar transactions, to which the Company was or is
to be a part, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than 5% of the common shares of
the Company's capital stock, or any member of the immediate family of any of the
foregoing persons, has an interest.
TRANSACTIONS WITH PROMOTERS
The Company does not have promoters and has no transactions with any promoters.
13
<PAGE>
PART IV
================================================================================
ITEM 13. EXHIBITS AND REPORTS
================================================================================
(a) (1) FINANCIAL STATEMENTS.
The following financial statements are included in this report:
<TABLE>
<CAPTION>
Title of Document Page
----------------- ----
<S> <C>
Report of Andersen, Andersen & Strong, Certified Public Accountants 15
Balance Sheet as at January 31, 2000 16
Statement of Operations for the period from February 2, 1999 (Date of
Inception) to January 31, 2000 17
Statement in Changes in Stockholders' Equity for the period from February 2,
1999 (Date of Inception) to January 31, 2000 18
Statement of Cash Flows for the period from February 2, 1999 (Date of
Inception) to January 31, 2000 19
Notes to the Financial Statements 20
(a) (2) FINANCIAL STATEMENT SCHEDULES
The following financial statement schedules are included as part of this report:
None.
(a) (3) EXHIBITS
The following exhibits are included as part of this report by reference:
None.
</TABLE>
14
<PAGE>
================================================================================
SIGNATURES
================================================================================
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been signed below by the following persons on behalf of the
Company and in its capacities and on the date indicated:
RUBINCON VENTURES INC.
Date: July 12, 2000 By: /s/ "Albert Ezzy"
-----------------------------
Albert Ezzy
Secretary Treasurer/Director
Date: July 12, 2000 By: /s/ "Jack Cewe"
-----------------------
Jack Cewe, Director
15
<PAGE>
<TABLE>
<S> <C>
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
</TABLE>
Board of Directors
Rubincon Ventures Inc.
Vancouver B. C. Canada
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have audited the accompanying balance sheet of Rubincon Ventures Inc.
(exploration stage company) at January 31, 2000, and the statement of
operations, stockholders' equity, and cash flows for the period February 2, 1999
(date of inception) to January 31, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the balance sheet is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management as well as evaluating the overall balance sheet presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Rubincon Ventures Inc. at
January 31, 2000, and the results of operations, and cash flows for the period
February 2, 1999 (date of inception) to January 31, 2000, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is in the exploration
stage and does not have the necessary working capital for its planned activity,
which raises substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are described in Note 5. These
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Salt Lake City, Utah /s/ "Andersen Andersen & Strong"
April 18, 2000
16
<PAGE>
RUBINCON VENTURES INC.
(Exploration Stage Company)
BALANCE SHEET
January 31, 2000
<TABLE>
<S> <C>
ASSETS
CURRENT ASSETS
Bank $ 1,428
--------
Total Current Assets 1,428
--------
OTHER ASSETS
Mineral claims - Note 3 --
--------
$ 1,428
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 2,055
Accounts payable - related parties 9,932
--------
Total Current Liabilities 11,987
--------
STOCKHOLDERS' EQUITY
Common stock
25,000,000 shares authorized, at $0.001 par
value, 2,400,820 shares issued and outstanding 2,401
Capital in excess of par value 10,200
Deficit accumulated during the exploration stage (23,160)
--------
Total Stockholders' Deficiency (10,559)
--------
$ 1,428
========
</TABLE>
The accompanying notes are an integral part of these financial statements.
17
<PAGE>
RUBINCON VENTURES INC.
(Exploration Stage Company)
STATEMENT OF OPERATIONS
For the period February 2, 1999 (date of inception) to January 31, 2000
<TABLE>
<S> <C>
REVENUES $ --
EXPENSES 23,160
----------
NET LOSS $ (23,160)
==========
NET LOSS PER COMMON SHARE
Basic $ (0.01)
==========
AVERAGE OUTSTANDING SHARES
Basic 2,248,702
==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
18
<PAGE>
RUBINCON VENTURES INC.
(Exploration Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the period February 2, 1999 (Date of Inception) to January 31, 2000
<TABLE>
<CAPTION>
CAPITAL IN
COMMON STOCK EXCESS OF ACCUMULATED
SHARES AMOUNT PAR VALUE DEFICIT
---------- -------- ----------- -----------
<S> <C> <C> <C> <C>
BALANCE FEBRUARY 2, 1999 (DATE OF INCEPTION) -- $ -- $ -- $ --
Issuance of common shares for cash at
$0.001 - February 25, 1999 2,400,820 2,401 -- --
Capital contribution - expenses -- -- 10,200
Net operating loss for the year ended
January 31, 2000 -- -- -- (23,160)
---------- -------- ----------- -----------
BALANCE JANUARY 31, 2000 2,400,820 $ 2,401 $ 10,200 $ (23,160)
========== ======== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
19
<PAGE>
RUBINCON VENTURES INC.
(Exploration Stage Company)
STATEMENT OF CASH FLOWS
For the period February 2, 1999 (Date of Inception) to January 31, 2000
<TABLE>
<S> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss $(23,160)
Adjustments to reconcile net loss to net cash
provided by operating activities
Increase in accounts payable 11,987
Contributions to capital - expenses 10,200
--------
Net Cash Flows from Operations (973)
--------
CASH FLOWS FROM INVESTING
ACTIVITIES --
--------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance of common stock 2,401
--------
Net Increase in Cash 1,428
Cash at Beginning of Period --
--------
CASH AT END OF PERIOD $ 1,428
========
SCHEDULE OF NONCASH OPERATING ACTIVITIES
Contributions to capital by related parties - expenses - 1999-2000
$ 10,200
========
</TABLE>
The accompanying notes are an integral part of these financial statements.
20
<PAGE>
RUBINCON VENTURES INC.
(Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
January 31, 2000
1. ORGANIZATION
The Company was incorporated under the laws of the State of Nevada on February
2, 1999 with the authorized common shares of 25,000,000 shares at $0.001 par
value.
The Company was organized for the purpose of acquiring and developing mineral
properties. At the report date mineral claims, with unknown reserves, had been
acquired. The Company has not established the existence of a commercially
minable ore deposit and therefore has not reached the development stage and is
considered to be in the exploration stage (see note 3).
Since its inception the Company has completed Regulation D offerings of
2,400,820 shares of its common capital stock for cash.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
On January 31, 2000, the Company had a net operating loss carry forward of
$23,160. The tax benefit from the loss carry forward has been fully offset by a
valuation reserve because the use of the future tax benefit is doubtful since
the Company has no operations.
The loss carryforward will expire in the year 2021.
Basic and Diluted Net Income (loss) Per Share
Basic net income (loss) per share amounts are computed using the weighted
average number of common shares and common equivalent shares outstanding as if
shares had been issued on the exercise of the preferred share rights unless the
exercise becomes antidilutive and then only the basic per share amounts are
shown in the report.
21
<PAGE>
RUBINCON VENTURES INC.
(Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
January 31, 2000
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Capitalization of Mining Claim Costs
Cost of acquisition, exploration, carrying and retaining unproven properties are
expensed as incurred. Costs incurred in proving and developing a property ready
for production are capitalized and amortized over the life of the mineral
deposit or over a shorter period if the property is shown to have an impairment
in value. Expenditures for mining equipment are capitalized and depreciated over
their useful life.
Environmental Requirements
At the report date environmental requirements related to the mineral claims
acquired (Note 3) are unknown and therefore any estimate of any future cost
cannot be made.
Comprehensive Income
The Company adopted Statement of Financial Accounting Standards No. 130. The
adoption of this standard had no impact on the total stockholder's equity on
June 30, 1999.
Recent Accounting Pronouncements
The Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial statements.
Financial Instruments
The carrying amounts of financial instruments, including cash and accounts
payable are considered by management to be their estimated fair values.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing these financial statements.
22
<PAGE>
RUBINCON VENTURES INC.
(Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
January 31, 2000
3. MINERAL CLAIMS
The Company acquired a 16 unit metric mineral claim known as the Rubincon claim
located within the Zeballos mining camp 300 kilometres northwest of Victoria,
British Columbia.
The claims have not been proven to have a commercially minable ore reserve and
therefore all costs for exploration and retaining the properties have been
expensed.
The claims may be retained by the Company by the completion of yearly assessment
work of $1,600 Cn or by payment of $1,600 Cn. The next assessment work is due in
February 2001.
4. RELATED PARTY TRANSACTIONS
Related parties acquired 17% of the common shares issued for cash.
Related parties loaned money to the Company which was used to purchase mining
claims. Note 3.
5. GOING CONCERN
The Company will need additional working capital to be successful in its planned
activity and continuation of the Company as a going concern and is dependent
upon obtaining additional working capital and the management of the Company has
developed a strategy, which it believes will accomplish this objective through
additional equity funding, and long term financing, which will enable the
Company to operate in the coming year.
23
