November 8, 2006
Securities and Exchange Commission
100 F Street NE
Washington, DC 20549
| Re: | API Nanotronics Corp. f/k/a Rubincon Ventures Inc. |
| Registration Statement on Form S-1 |
| Registration No. 333-136586 |
Ladies/Gentlemen:
The undersigned, API Nanotronics Corp. f/k/a Rubincon Ventures Inc. (the “Company”), hereby requests that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated by making the same effective at 9:00 a.m. on November 9, 2006 or as soon thereafter as may be practicable. Please be advised that there has not been any material change in the operating or financial condition of the Company since the date of the latest financial data in the Prospectus included in the captioned Registration Statement.
The Company acknowledges that:
| • | should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
| Very truly yours, | ||
| API Nanotronics Corp. | ||
| By: | /s/ Phillip DeZwirek | |
Phillip DeZwirek, Chairman and Chief Executive Officer | ||
