INFORMATION STATEMENT PURSUANT TO
SECTION 14 (c) OF THE SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d) (2)
[X] Definitive Information Statement

RUBINCON VENTURES INC.
----------------------
(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check the Appropriate box):

[X] No Fee Required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
..
(2) Aggregate number of securities to which transaction applies:
..
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth the amount on
which the filing fee is Calculated and state how it was
determined:
---------------
(4) Proposed maximum aggregate value of transaction:
..
(5) Total fee paid: .
-----------------
[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a)
(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing statement by
registration statement number or the Form or
Schedule and the date of its filing.
(1) Amount previously paid: .
-------------------
(2) Form, Schedule or Registration Statement No.: .
---------------
(3) Filing Party: .
-------------------
(4) Date Filed: .
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RUBINCON VENTURES INC.
4761 Cove Cliff Road
North Vancouver, B.C.
Canada, V7G 1H8

Preliminary Information Statement
Pursuant to Section 14 of the Securities Exchange Act of 1934,
As amended, and Regulation 14C and Schedule 14C thereunder.

WE ARE NOT ASKING FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY

TO OUR STOCKHOLDERS

Notice is hereby given that the following actions are planned to be taken
pursuant to Written Consent of the Majority of Shareholders of Rubincon Ventures
Inc (the "Company"):

1. The ratification of the change in the authorized share capital from
1,500 common shares with a par value of $0.001 per share as stated in the
Certification of Incorporation dated February 2, 1999 and amended by the
director under the Certificate of Amendment of Certificate of Incorporation
dated April 12, 1999 to 25,000,000 common shares with a par value of $0.001 per
share; and

2. The approval of the issuance 2,400,820 common shares at a price of
$0.001 approved by the director under a Resolution of Director dated February
25, 1999.

The following is a summary of the actions to be taken by the Company and is not
meant to be complete and exhaustive. You are encouraged to read the attached
information statement for further information regarding the actions.

Action 1 Increase in the Authorized Share Capital
---------------------------------------------

Due to an error made during the incorporation of the Company on February 2,
1999, the incorporator, The Company Corporation, 1013 Centre Road, Wilmington,
Delaware, 19805, incorrectly recorded the authorized share capital of the
Company at 1,500 common shares with a par value of $0.001. Management of the
Company was not aware of this error until advised by its transfer agent, Nevada
Agency & Trust Company, Suite 880, 50 West Liberty Street, Reno, Nevada, 89501
(the "transfer agent"). On April 12, 1999, the Company filed a Certificate of
Amendment of Certificate of Incorporation to change the authorized share capital

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from 1,500 common shares at a price of $0.001 per share to 25,000,000 common
shares at a price of $0.001 per share.

In the Certificate of Amendment of Certificate of Incorporation it stated "that
the said amendment has been consented to and authorized by the holders of a
majority of the issued and outstanding stock entitled to vote by written consent
given in accordance with the provisions of Section 228 of the General Corporate
Law of the State of Delaware". The consent by Stockholders was not obtained at
the time and management is hereby requesting the Stockholders to now approve the
change in the Company's authorized share capital.

Action 2 Approval of the Issuance of 2,400,820 Common Shares
----------------------------------------------------------

On February 25, 1999 the director of the Company signed a Resolution of the
Director issuing 2,400,820 common shares at a par value of $0.001 for a price of
$0.001 per share. This occurred prior to the change in the authorized share
capital from 1,500 common shares to 25,000,000 common shares. The transfer
agent did not issue the shares under this Resolution the Director until
confirmation has been received from the State of Delaware that the authorized
share capital has been increased to 25,000,000 common shares with a par value of
$0.001 per share. Nevertheless, management is seeking Stockholders' approval
for the issuance of 2,400,820 common shares in the capital stock of the Company.

The Board of Directors has fixed the close of business on September 30, 2002, as
the Record Date for determining the Stockholders entitled to Notice of the
foregoing.

This Information Statement will serve as written Notice to stockholders pursuant
to Section 222 of the Delaware General Corporate Law (the "DGCL").

THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO
---
STOCKHOLDERS' MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.

By order of the Board of Directors

/s/"Ted Reimchen"
--------------------
Ted Reimchen
President and Director

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DATE, TIME AND PLACE INFORMATION

The Company will send out for a written consent by the majority of shareholders
on October 20, 2002. The action is to be taken by written consent and the
Company will hold no meeting. The consent of the shareholders are to be
returned to the Company's executive offices at 4761 Cove Cliff Road, North
Vancouver, British Columbia, Canada, V7G 1H8.

DISSENTERS' RIGHT OF APPRAISAL

Under DGCL, amendment and restatement of the Certificate of Incorporation and
change in the authorized capital of the Company does not require the Company to
provide dissenting stockholders with a right of appraisal and the Company will
not provide stockholders with such a right.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

As of the record date, there were 2,400,820 outstanding common shares. One
share represents one vote on each matter submitted to the stockholders. The
shareholders as of the record date are entitled to vote on the Company's
proposal.

MATTERS VOTED UPON:

The Company is seeking Stockholders' consent with regards to the following
matters.

2. The approval of the issuance 2,400,820 common shares at a price of
$0.001 approved by the director under a Resolution of Director dated February
25, 1999.

A copy of the Certificate of Amendment of Certification dated April 12, 1999 is
attached to this Information Statement as Exhibit A.

FEDERAL INCOME TAX CONSIDERATION

Neither the Company nor its stockholders will recognize any gains or loss for
federal income tax purposes as a result in the increase of the authorized share
capital.

YOU ARE URGED TO CONSULT YOUR TAX ADVISER AS TO THE PARTICULAR TAX CONSEQUENCES
TO YOU OF THE CHANGE IN THE AUTHORIZED SHARE CAPITAL OF THE COMPANY, INCLUDING
THE APPLICABLE STATE, LOCAL, OR FOREIGN TAX LAWS, CHANGES IN APPLICABLE TAX
LAWS, AND ANY PENDING OR PROPOSED LEGISLATION.

-4-

VOTE OF STOCKHOLDERS

In accordance with the DGCL, the written consent of a majority of the shares of
common stock (at least 1,200,411 common shares) in favor of the (a) change in
the authorized share capital from 1,500 common shares with a par value of $0.001
per share to 25,000,000 common shares with a par value of $0.001 per share; and
(b) the issuance on February 25, 1999 of 2,400,820 common shares at a price of
$0.001 per share; was required for approval of these proposals.

The Information Circular is first being mailed on or about October 20, 2002.
The Company will pay the expenses of furnishing the Information Statements,
including the costs of printing, assembling and mailing the Information
Circular. This Information Statement constitutes notice of the Company's
stockholders of corporate action by stockholders without a meeting as required
by Section 228(d) of the DGCL.

The date of this Information Statement is October 9, 2002.

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information regarding the beneficial ownership of
shares of the Company's common stock as of September 30, 2002 (2,400,820 shares
issued and outstanding) by (i) all stockholders known to the Company to be
beneficial owners of more than 5 percent of the outstanding common stock; and
(ii) all directors and executive officers of the Company, individually and as a
group:

TITLE OR . . . . . NAME AND ADDRESS OF PERCENT OF
CLASS. . . . . . . BENEFICIAL OWNER (1) Amount AND NATURE OF BENEFICIAL OWNER CLASS
- ------------------ ----------------------------- -------------------------------------- -----

Irene Campany
3340 Henry Place
Common. . . . . Port Moody, British Columbia
Stock. . . . Canada, V3H 2K5 200,000 (3) 8.4

Common. . . . . Directors and Officers as a
Stock. . . . Group 200,000 8.4

(2) These shares are not restricted since they were issued in
accordance with the exemption from registration provided by Rule
504 of Regulation D of the Securities Act of 1933, as amended.
Nevertheless a sale of these shares will be subject to Rule 144
so long as they are held by an affiliate of the Company, such as
an executive officer or director.

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OWNERSHIP OF MANAGEMENT

TITLE OR . . . . . . . NAME AND ADDRESS OF PERCENT OF
CLASS. . . . . . . . . BENEFICIAL OWNER (1) Amount AND NATURE OF BENEFICIAL OWNER CLASS
- ---------------------- ---------------------------------- -------------------------------------- -----

Ted Reimchen
4761 Cove Cliff Road
Common. . . . . . . North Vancouver, B.C.
Stock. . . . . . Canada, V7G 1H8 NIL 0.0

Irene Campany
3340 Henry Place
Common. . . . . . . Port Moody, British Columbia
Stock. . . . . . Canada, V3H 2K5 200,000 (3) 8.4

Martine Rummelhoff
325 Kings Road West
Common. . . . . . . North Vancouver, British Columbia
Stock. . . . . . Canada, V7N 2M1 75,000 (3) 3.1

Common. . . . . . . Directors and Officers as a
Stock. . . . . . Group 275,000 11.5

(1) Except as noted in any footnotes below, each person has sole
voting power and sole dispositive power as to all of the shares
shown as beneficially owned by them and have not entered into a
voting trust or similar agreement.
(2) These shares are not restricted since they were issued in
accordance with the exemption from registration provided by Rule
504 of Regulation D of the Securities Act of 1933, as amended.
Nevertheless a sale of these shares will be subject to Rule 144
so long as they are held by an affiliate of the Company, such as
an executive officer or director.

No change of control has occurred since the last fiscal year.

DIRECTORS AND EXECUTIVE OFFICERS

The Company is not engaged in any legal proceedings.

As of the date of this Information Statement, the directors and executive
officers of the Company are as follows:

Name Age Position
- ---- --- --------

Ted Reimchen 61 President and Director

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Irene Campany 60 Secretary Treasurer and Director

Martine Rummelhoss 44 Director

Information Concerning Directors

TED REIMCHEN - Ted Reimchen is a professional geologist having graduated with a
Bachelor of Science degree in geology and botany from the University of Alberta
in 1966. Subsequently in 1968, he obtained a Master of Science degree in
geology from the same University. Presently, Mr. Reimchen is a member of The
Association of Professional Geologists and Geoscientists of British Columbia and
Alberta, Canada as well as a member of the Society of Wetland Scientists of
North America. For the past 35 years, Mr. Reimchen has been the founder and
President of a private company called Pegasus Earth Sensing Corporation. He has
experience in mineral exploration properties, property evaluation and
environmental mapping. His experience and interests range from geobotanical
prospecting, remote sensing, to engineering geology, archaelogy to seismic risk,
mineral exploration for lode and precious metals and gemstones, specialty and
mineral sands to rare earths to industrial minerals and portable water. Mr.
Reimchen has involved himself with evaluation, mine design and running day to
day operations of several open pit mines in several areas of the earth. He is
familiar with drilling, tunneling, sampling, mining and equipment design and
construction and ore reserve calculations separating mineable from geological
reserves. He has traveled widely having visited 56 countries. He had prepared
numerous professional reports on geological prospects in 43 countries. In
addition to the three professional organizations mentioned above, Mr. Reimchen
is a registered member of the American Association of Exploration Geochemists,
Canada Centre for Remove Sensing, President Council - 1908 Society - University
of Alberta, American Society of Germans from Russia and Remote Sensing Society
of Canada/USA/ESA. Mr. Reimchen is a director of Zarcan Minerals Ltd., a public
company listed on the TSX Exchange in Canada.

IRENE CAMPANY - Irene Campany has had an extensive business career in the
medical field. She was 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 RUMMELHOSS - is a graduate from high school in Quebec, Canada, before
completing college and becoming bilingual in French and English. She was
trained in restaurant management, she became a chef and later managed several
restaurants. She became the manager of a major mechanical company which engaged
in the mechanical installation of large projects. She is currently the owner of
Norseman Plumbing and has opened subsidiaries in both Kitimat, British Columbia
and San Francisco, California.

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Audit Committee

As of the date of this Proxy Statement, the members of the audit-committee are
Ted Reimchen and Martine Rummelhoss. No non-director or officer has been
identified to serve as an independent member of the Audit Committee. The Audit
Committee has not yet met to perform its function. Therefore, the role of an
audit committee has been conducted by the Board of Directors of the Company.

The directors have approved the Audit Charter for the Company and intend to have
one independent non-director member. Therefore, the Audit Committee will be
comprised of one disinterested member. The Audit Committee's primary function
will be to provide advice with respect to the Company's financial matters and to
assist the Board of Directors is fulfilling its oversight responsibilities
regarding finance, accounting, tax and legal compliance. The Audit Committee's
primary duties and responsibilities will be to: (i) serve as an independent
and objective party to monitor the Company's financial reporting process and
internal control system; (ii) review and appraise the audit efforts of the
Company's independent accountants; (iii) evaluate the Company's quarterly
financial performance as well as its compliance with laws and regulations; (iv)
oversee management's establishment and enforcement of financial policies and
business practices; and (v) provide an open avenue of communication among the
independent accountants, management and the Board of Directors.

To the knowledge of management, during the past five years, no 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 offenses);

3. was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court or competent jurisdiction,
permanently or temporarily enjoining him from or otherwise limiting, the
following activities:
(i) acting as a futures commission merchant, introducing broker, commodity
trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, associated person of any of the foregoing, or as
an investment advisor underwriter, broker or dealer in securities, or
as an affiliate person, director or employee of any investment
company, or engaging in or continuing any conduct or practice in
connection with such activity.

-8-

(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
proposal, 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 bee 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.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

As of the date of this Information Statement, none of the officers or directors
of the Company are compensated for their roles as directors or executive
officers as the Company is only in the exploration stage and has not yet fully
commenced business operations. Officers and directors of the Company, however,
are reimbursed for any out-of-pocket expenses incurred by them on behalf of the
Company. None of the Company's directors or officers are party to employment
agreements with the Company. The Company presently has no pension, health,
annuity, insurance, stock options, profit sharing or similar benefit plans.

INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors has considered whether the provision of such non-audit
services would be compatible with maintaining the principle independent
accountants' independence. The Board of Directors considered whether the
independent principal auditors are independent, and concluded that the auditors
for the previous fiscal year ended January 31, 2002 were independent.

During fiscal year ended January 31, 2002, the Company incurred approximately
$3,200 in fees to its principal independent accountants for professional
services rendered in connection with preparation and audit of the Company's
financial statements for the fiscal year ended January 31, 2002 and for the
review of the Company's financial statements for the quarters ended April 30,
July 31, and October 31 2001.

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Financial Information Systems Design and Implementation Fees

There have been no fees billed for professional services for consulting with
regards to the establishment of financial information systems design and
implementation.

All Other Fees

During fiscal year ended January 31, 2002, the Company did not incur any other
fees for professional services rendered by its principal independent accountants
for all other non-audit services which may include, but is not limited to,
tax-related services, actuarial services or valuation services.

COMPENSATION PLANS

The Company does not plan to undertake any compensation plans in the future.
The shareholders, in the last Annual General Meeting, passed a Non-Qualified
Stock Option Plan, however, the Board of Directors has no plans to date on the
issuance of these share.

AUTHORIZATION OR ISSUANCE OF SECURITIES OTHERWISE THAN FOR EXCHANGE

The Company does not intend to authorize or issue any securities otherwise than
for exchange of any other assets or securities.

MODIFICATION OR EXCHANGE OF SECURITIES

No class of securities of the Company will be modified in this Information
Statement, or issuance or authorization of securities in exchange for
outstanding securities of the Company under this information statement.

FINANCIAL AND OTHER INFORMATION

The Company is subject to the information filing requirements of the Exchange
Act and, in accordance therewith, is required to file periodic reports, proxy
statements and other information with the SEC relating to its business,
financial condition and other matters. Such reports, proxy statements and other
information can be inspected and copied at the public reference facility
maintained by the SEC at 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549. Information regarding the public reference facilities may be obtained
from the SEC by telephoning 1-800-SEC-0330. The Company's filings are also
available to the public on the SEC's website (http://www.sec.gov). Copies of
------------------
such materials may also be obtained by mail from the Public Reference Section of
the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.

The Company's Annual Report on Form 10-KSB, for the year ended January 31, 2002,
has been incorporated herein by this reference.

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The Company's Quarterly Reports on Form 10-QSB, for the quarters ended April 30,
2002 and July 31, 2002, have been incorporated herein by this reference.

The Company's Current Reports on Form 8-K dated August 24, 2002, has been
incorporated herein by this reference.

The Company's Information Statement dated June 19, 2002 has been incorporated
herein by this reference.

The Company will provide without charge to each person, including any beneficial
owner of such person, to whom a copy of this Information Statement has been
delivered, on written or oral request, a copy of any and all of the documents
referred to above that have been or may be incorporated by reference herein
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference herein).

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Information Statement
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Information Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Information Statement.

MERGERS, CONSOLIDATIONS, ACQUISITIONS AND SIMILAR MATTERS

The Company has not engaged in a merger, consolidation, any acquisitions or
similar matters.

ACQUISITION OR DISPOSITION OF PROPERTY

No acquisition or disposition is being undertaken by the Company.

RESTATEMENT OF ACCOUNTS

No action with respect to the restatement of any asset, capital, or surplus
account of the registrant is being undertaken. Other than the increase in the
authorized share capital as more fully described elsewhere in this information
circular.

ACTION WITH RESPECT TO REPORTS

The Company is not undertaking any action in respect to any reports.

-11-

MATTERS NOT REQUIRED TO BE SUBMITTED

No matters not required to be submitted are being consented to in this
Information Statement.

AMENDMENT OF CHARTER, BYLAWS OR OTHER DOCUMENTS

The Company is seeking the written consent of stockholders to change the share
capital from 1,500 common shares with a par value of $0.001 to 25,000,000 common
shares with a par value of $0.001 per share. The former director of the Company
previously approved the change, but the Company did not at the time receive the
consent of the majority of the stockholders. This Information Statement is
being submitted to stockholders to rectify this error of not obtaining consent
of the majority of shareholders.

OTHER PROPOSED ACTION

The Company is requesting the majority of stockholders to consent to the
issuance of 2,400,820 common shares at a price of $0.001 per share, which were
issued by a Resolution of the Director dated February 25, 1999. This Resolution
of the Director was prepared prior to the realization by the Company that the
authorized share capital was only 1,500 common shares at a par value of $0.001
per share.

VOTING PROCEDURES

The shareholders must send in their consent statement to the executive offices
of the Company: 4761 Cove Cliff Road, North Vancouver, British Columbia, Canada,
V7G 1H8. On the Record Date, the Company had 2,400,820 voting shares of common
stock outstanding. Approval of each of the proposals requires the affirmative
vote of at least a majority of the votes cast. Abstentions will not affect the
voting results, although they will have the practical effect of reducing the
number of affirmative votes required to achieve a majority by reducing the total
number of shares from which the majority is calculated.

INFORMATION REQUIRED IN INVESTMENT COMPANY PROXY STATEMENT.

Not Applicable

DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS

Shareholders sharing an address will each receive a n Information statement.

CERTAIN TRANSACTIONS

As of the date of this Information Statement, the Company has not entered into
any contractual arrangements with related parties. There is not any currently
proposed transaction, or series of the same to which the Company is party, in
which the amount involved exceeds $60,000 and in which, to the knowledge of the

-12-

Company, any director, executive officer, nominee, five percent shareholder or
any member of the immediate family of the foregoing persons, have or will have a
direct or indirect material interest.

The officers and directors of the Company are engaged in other businesses,
either individually or through partnerships and corporations in which they may
have an interest, hold an office or serve on the boards of directors. The
directors of the Company may have other business interests to which they may
devote a major or significant portion of their time. Certain conflicts of
interest, therefore, may arise between the Company and its directors. Such
conflicts can be resolved through the exercise by the directors of judgment
consistent with their fiduciary duties to the Company. The officers and
directors of the Company intend to resolve such conflicts in the best interests
of the Company. The officers and directors will devote their time to the
affairs of the Company as necessary.

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

Section 16(a) of the Exchange Act requires the Company's directors and officers,
and the persons who beneficially own more than ten percent of the common stock
of the Company, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission. Copies of all filed reports are required to
be furnished to the Company pursuant to Rule 16a-3 promulgated under the
Exchange Act. Based solely on the reports received by the Company and on the
representations of the reporting persons, the Company believes that these
persons have complied with all applicable filing requirements during the fiscal
year ended January 31, 2002 and during the six-month period ended July 31, 2002.

INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON

As of the date of this Information Statement, there are no persons identified by
management of the Company who have an interest in the matters to be acted upon
nor who are in opposition to the matters to be acted upon.

As of the date of this Information Statement, there are no persons who have been
a director or officer of the Company since the beginning of the last fiscal
year, or are currently a director or officer off the Company, that oppose any
action to be taken by the Company.

PROPOSALS BY SECURITY HOLDERS

No shareholder entitled to give written consent has submitted to the Company
within a reasonable time before this Information Statement a proposal for the
Company.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY

-13-

By Authority of the Board of Directors

/s/ "Ted Reimchen"
- --------------------
Ted Reimchen

-14-

EXHIBIT A

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

RUBINCON VENTURES INC.

RUBINCON VENTURES INC., a corporation organized and existing under the
virtue of the General Corporate Law of the State of Delaware, DOES HEREBY
CERTIFY:

FIRST: That the Board of Directors of said corporation at a
meeting duly convened and held, adopted the following resolutions:

RESOLVED that the Board of Directors hereby declare it advisable and in the
best interest of the Company that Article Fourth of the Certificate of
Incorporation be amended to read as follows:

Twenty-Five Million (25,000,000) shares with a par value of One Mil ($0.001) per
share, amount to Twenty-Five Thousand Dollars ($25,000).

SECOND: That the said amendment has been consent to and authorized by
the holders of the majority of the issued and outstanding stock entitled to vote
by written consent given in accordance with the provisions of Section 228 of the
General Corporate Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Section 242 and 228 of the General Corporate Law of
the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this Certificate to be
signed by Carsten Mide, this 12th day of April, A.D., 1999.

/s/ "C. Mide"
---------------
Authorized Officer

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