United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. __)
Filed by the Registrant
Filed by a party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to 240.14a-11(c)
or 240.14a-12
RUBINCON VENTURES, INC.
(Name of Registrant as Specified In Its Charter)
___________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 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, British Columbia
Canada V76 1H8
To the Stockholders of Rubincon Ventures, Inc.:
You are cordially invited to attend the Special Meeting (the "Meeting") of
the Stockholders of Rubincon Ventures, Inc. (the "Company") which will be held
on Friday, May 28, 2004, at 10:30 a.m. (Pacific Standard Time), at The Royal
Vancouver Yacht Club, 3811 Point Grey Road, Vancouver, B.C., Canada , V6R 1B3.
As used in this Proxy Statement, the terms "we," "us" and "our" also mean the
Company.
The Proxy Statement contains important information about the three (3)
nominees for election as Directors and ratify the selection of auditors. The
Board of Directors strongly recommends your approval of these nominations.
These and other proposals were submitted for stockholder approval at our
September 5, 2003 annual meeting. In connection with the annual meeting, we
provided you an information statement. Unfortunately, our information did not
comply with the Securities and Exchange Commission regulations. We are now
seeking approval for those previous proposals in which stockholder approval is
necessary. We apologize to all stockholders for this error and hope you will
again vote in favor of these items of business.
The accompanying Notice of the Annual Meeting of the Stockholders and Proxy
Statement contain the matters to be considered and acted upon, and you should
read the material carefully.
We hope you will be able to attend the meeting, but, if you cannot do so,
it is important that your shares be represented. Accordingly, we urge you to
mark, sign, date and return the enclosed proxy promptly. You may, of course,
revoke your proxy, if you attend the meeting and choose to vote in person.
Sincerely,
April 30, 2004 /s/ Ted Reimchenircher
Ted Reimchen
Chief Executive Officer
and President
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RUBINCON VENTURES, INC.
4761 Cove Cliff Road
North Vancouver, British Columbia
Canada V76 1H8
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, MAY 28, 2004
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Stockholders of
Rubincon Ventures, Inc., a Delaware corporation (the "Company"), will be held on
Friday, May 28, 2004, at 10:30 a.m. (Pacific Standard Time), at The Royal
Vancouver Yacht Club, 3811 Point Grey Road, Vancouver, B.C., Canada, V6R 1B3,
for the following purposes, all of which are more completely discussed in the
accompanying Proxy Statement:
1. To elect three (3) directors to hold office until the next Annual Meeting
of Stockholders or until their successors are elected and qualified; and
2. Ratify the selection of Madsen & Associates, CPA's, Inc. as the Company's
independent accountants.
Only stockholders of record at the close of business on April 17, 2004, are
entitled to notice of and to vote at the Special Meeting of the Stockholders.
By Order of the Board of Directors
April 30, 2004 /s/ Ted Reimchen
Ted Reimchen,
CEO and President
YOU ARE CORDIALLY INVITED TO ATTEND THE SPECIAL MEETING OF STOCKHOLDERS OF
RUBINCON VENTURES, INC. IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED
REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN TO BE PRESENT AT THE ANNUAL
MEETING, YOU ARE URGED TO COMPLETE, SIGN, DATE, AND RETURN THE ENCLOSED PROXY
PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THE MEETING, YOU MAY VOTE
EITHER IN PERSON OR BY PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN WRITING
OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
-3-
PROXY STATEMENT OF
RUBINCON VENTURES, INC.
4761 Cove Cliff Road
North Vancouver, British Columbia
Canada V76 1H8
INFORMATION CONCERNING THE SOLICITATION
This Proxy Statement is furnished to the stockholders of Rubincon Ventures,
Inc. (the "Company") in connection with the solicitation of proxies on behalf of
the Company's Board of Directors for use at the Company's Special Meeting of the
Stockholders (the "Meeting") to be held on Friday, May 28, 2004, at 10:30 a.m.
(Pacific Standard Time), at the Royal Vancouver Yacht Club, 3811 Point Grey
Road, Vancouver, B.C., Canada, V6R 1B3, and at any and all adjournments thereof.
Only stockholders of record on April 17, 2004, will be entitled to notice of and
to vote at the Meeting. As used in this Proxy Statement, the terms "we," "us"
and "our" also mean the Company.
The proxy solicited hereby, if properly signed and returned to us and not
revoked prior to its use, will be voted at the Meeting in accordance with the
instructions contained therein. If no contrary instructions are given, each
proxy received will be voted "FOR" the nominees for the Board of Directors, for
the ratification of the selection of Madsen & Associates, CPA's, Inc. as the
Company's independent accountants, and at the proxy holder's discretion, on such
other matters, if any, which may come before the Meeting (including any proposal
to adjourn the Meeting). Any stockholder giving a proxy has the power to revoke
it at any time before it is exercised by: (i) filing with the Company written
notice of its revocation addressed to: Secretary, Rubincon Ventures, Inc., 4761
Cove Cliff Road, North Vancouver, British Columbia, Canada V76 1H8; (ii)
submitting a duly executed proxy bearing a later date; or (iii) appearing at the
Meeting and giving the Corporate Secretary notice of his or her intention to
vote in person.
The Company will bear the entire cost of preparing, assembling, printing
and mailing proxy materials furnished by the Board of Directors to stockholders.
Copies of proxy materials will be furnished to brokerage houses, fiduciaries and
custodians to be forwarded to beneficial owners of the common stock. In
addition to the solicitation of proxies by use of the mail, some of our
officers, directors and employees may, without additional compensation, solicit
proxies by telephone or personal interview. A copy of the Company's Form 10-KSB
for the year ended January 31, 2003, including the financial statements
contained therein, has preceded this proxy statement.
This Proxy Statement and form of proxy were first mailed to stockholders on
or about April 30, 2004.
-4-
RECORD DATE AND VOTING RIGHTS
The Company is currently authorized to issue up to 25,000,000 shares of
common stock, no par value. As of the record date, April 17, 2004, 2,400,820
shares of common stock were issued and outstanding. Each share of common stock
shall be entitled to one (1) vote on all matters submitted for stockholder
approval, including the election of directors. The record date for
determination of stockholders entitled to notice of and to vote at the Meeting
is April 17, 2004.
A majority of the outstanding shares of common stock of the Company
entitled to vote must be represented in person or by proxy at the Meeting to
constitute a quorum for the transaction of business. Under Delaware law,
abstentions and broker non-votes are counted as present for determining quorum.
For the election of the directors, the nominees for director who receive the
most votes will become our directors. A majority of quorum is required to
approve the ratification of the selection of Madsen & Associates, CPA's, Inc. as
the Company's independent accountants and all other proposals, if applicable.
Abstentions are treated as a vote against the proposal and broker non-votes will
not be counted either for or against any proposal to determine if a proposal is
approved.
SEPTEMBER 5, 2003 ANNUAL MEETING AND REASON FOR SPECIAL MEETING
On September 5, 2003, we held an annual meeting of stockholders. At the
annual meeting, the following proposals were presented and approved by the
Company's stockholders: (i) the election of Mr. Reimchen and Ms. Campany and
Ms. Rummelhoff as directors; (ii) the approval of Anderson Anderson and Strong
as independent directors for the fiscal year ending January 31, 2004; (iii) to
receive the report of the independent auditors of the Company and the financial
statements for the year ended January 31, 2003; and (iv) to approve the
appointment of three additional directors if deemed appropriate by the existing
directors. No other business was conducted at the annual meeting.
The information statement used for the September 5, 2003 annual meeting did
not comply with the proxy rules promulgated by the Securities and Exchange
Commission ("Commission"). Therefore, the Company is seeking stockholder
approval at this Special Meeting for Mr. Reimchen and Ms. Campany and Ms.
Rummelhoff as directors and the ratification of the selection of Madsen &
Associates, CPA's, Inc. as the Company's independent accountants.
At the Annual Meeting, the Company sought and received stockholder approval
of Anderson Anderson & Strong as independent auditors for the fiscal year ending
January 31, 2004. In accordance with the requirements of the Sarbanes-Oxley Act
of 2002, all accounting firms practicing before the Commission must be
registered with the Public Company Accounting Oversight Board ("PCAOB").
Because Anderson Anderson & Strong has not yet registered with PCAOB, the
Company was required to change auditors.
-5-
In addition, the Company is not seeking stockholder approval for two other
proposals previously approved at the annual meeting consisting of to receive the
report of independent auditors of the Company for the year ended January 31,
2003 and to approve the appointment of three additional directors if deemed
appropriate by the existing directors. The Company believes that the approval
sought for these two prior proposals are within the power granted to the Board
of Directors and therefore is not seeking re-approval for these two proposals.
The Company's financial statements were filed with the Commission as part of its
annual report on Form 10-KSB for the year ended January 31, 2003. Further, at
this time, the Board of Directors does not intend to seek to expand the number
of directors to the Board.
PROPOSAL ONE
ELECTION OF DIRECTORS
GENERAL INFORMATION
At the Meeting, stockholders will be asked to elect Mr. Ted Reimchen and
Ms. Irene Campany and Ms. Martine Rummelhoff as director to serve until the next
Meeting and until their successor shall be elected and qualified. Mr. Ted
Reimchen and Ms. Irene Campany and Ms. Martine Rummelhoff are the current
members of the Board of Directors.
NOMINEES FOR DIRECTOR
The nominees for director have consented to being named as nominees in this
Proxy Statement and have agreed to serve as a director, if elected at the
Meeting. In the event that any nominee is unable to serve, the persons named in
the proxy have discretion to vote for other persons if such other persons are
designated by the Board of Directors. The Board of Directors has no reason to
believe that any of the nominees will be unavailable for election. The
Directors who are elected shall hold office until the next Meeting or until
their successors are elected and qualified.
The following sets forth the persons nominated by the Board of Directors
for election as a director and certain information with respect to that person.
Nominee Age
------- ---
Ted Reimchen 63
Irene Campany 62
Martine Rummelhoff 46
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BACKGROUND OF NOMINEES
Ted Reimchen is a professional geologist with a Bachelor of Science degree
in geology and botany and a Masters of Science degree in geology from the
University of Alberta in Canada. He is a member of the following organizations:
Professional Engineers and Geoscientists of British Columbia; Association of
Professional Engineers, Geophysicists and Geologists of Alberta; American
Association of Exploration Geochemists; American Society of Wetland Scientists;
For the past five years, Mr. Reimchen has been Vice-President and Director of
Zarcan Minerals Inc. ("Zarcan") where he has been actively involved in Zarcan's
alluvial diamond prospects in Brazil by coordinating and overseeing all facets
of its exploration program. In addition, he has been responsible for the
exploration of Zarcan's gold property in Iran. Mr. Reimchen became a director,
Chief Executive Officer and President of Rubincon on July 8, 2002.
Irene Campany is a motivational speaker on financial risk management, life
skills and motivation with Strategic Management Consultants Inc. since 2000,
which is a speakers' bureau serving Canada, United States and Austria and is
also a consulting group specializing in business development, change management
and customer services. Between 1992-2000, Ms. Campany was employed with
Laurenian Financial Services assisting individuals and companies with their
investment portfolios. She became a director of Rubincon on March 12, 2001 and
was appointed Secretary and Treasurer on the same day. On October 8, 2002, the
Board of Directors appointed Ms. Campany as Chief Financial Officer.
Martine Rummelhoff was one of the founders of Norseman Plumbing in 1996 in
Vancouver, British Columbia where she was responsible for quotations on work,
securing future contracts for work, hiring personnel, bookkeeping and other
activities. Norseman Plumbing is a company which performs installations and
services of plumbing equipment; both residential and commercial. Since its
formation, Norseman Plumbing has opened branch offices in Kitimat, British
Columbia, San Diego and San Francisco, California. Ms. Rummelhoff holds an
Associates Degree in restaurant management. Ms. Rummelhoff became a director of
the Company on March 12, 2001.
There are no family relationships among the directors, executive officers,
or persons nominated or chosen by the Company to become directors or executive
officers.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING FOR THE NOMINEES FOR THE
---
ELECTION OF DIRECTORS.
-7-
PROPOSAL NO. 2
RATIFICATION OF INDEPENDENT ACCOUNTANTS
On February 5, 2004, the Company changed independent auditors from Seller
and Anderson, LLC to Madsen & Associates, CPA's, Inc. Madsen & Associates,
CPA's, Inc. was appointed as the Company's independent accountants for the
fiscal year ending January 31, 2004. Stockholders ratification of the selection
of Madsen & Associates, CPA's Inc. as the Company's independent accountants is
not required by the Company's bylaws or otherwise. However, the Directors are
submitting the selection of Madsen & Associates, CPA's Inc. for stockholder
ratification as a matter of good corporate practice. If the stockholders fail
to ratify the appointment, the Directors will reconsider their selection,
although the Directors would not be required to select different independent
public accountants for the Company. Even if the selection is ratified, the
Directors, at the discretion of the Board of Directors, may direct the
appointment of a different independent accounting firm at any time during the
year if the Board of Directors feel that such a change would be in the Company's
and the stockholders' best interests. Seller and Anderson, LLC audited the
Company's financial statements for the fiscal years ended January 31, 2000 to
2003.
A representative of Madsen & Associates, CPA's Inc. is not expected to be
present at the Special meeting; therefore, stockholders will not have the
opportunity to make statements if he or she desires to do so directly to the
independent accountants.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING FOR THE RATIFICATION OF THE
APPOINTMENT OF MADSEN & ASSOCIATES, CPA'S INC. AS THE COMPANY'S INDEPENDENT
ACOUNTANTS FOR THE FISCAL YEAR ENDING JANUARY 31, 2004.
EXECUTIVE OFFICERS
Set forth below is information on the executive officers of the Company:
Name Age Position
---- --- --------
Ted Reimchen(1) 63 Chief Executive Officer and
President
Irene Campany(1) 62 Chief Financial Officer,
Chief Accounting Officer,
Secretary and Treasurer
______________
(1) For information regarding Mr. Reimchen and Ms. Campany see "Background
of Nominees," above.
The Company has no other key employees.
-8-
BOARD OF DIRECTORS
The Company does not have an Audit Committee. The Board of Directors makes
recommendations regarding the retention of independent auditors, reviews the
scope of the annual audit undertaken by our independent auditors and the
progress and results of their work, and reviews our financial statements,
internal accounting and auditing procedures and corporate programs to ensure
compliance with applicable laws. The Board reviews the services performed by
the independent auditors and determines whether they are compatible with
maintaining the independent auditor's independence. The Board has a Charter,
which is reviewed annually and as may be required due to changes in industry
accounting practices or the promulgation of new rules or guidance documents.
In fiscal 2003, the Board of Directors met one (1) times and took four (4)
actions by unanimous consent. Each director attended at least 75% of the
meetings of the Board of Directors.
Due to the limited size of the Board and that the Company is still in the
exploration phase, the Board of Directors does not have an Audit Committee
Financial Expert.
The Company does not have a Compensation Committee. The Board of Directors
reviews and approves executive compensation policies and practices, reviews
salaries and bonuses for our officers, administers the Company's Stock Option
Plan and other benefit plans.
Nominations to the Board of Directors
Our directors take a critical role in guiding our strategic direction and
oversee the management of the Company. Board candidates are considered based
upon various criteria, such as their broad-based business and professional
skills and experiences, a global business and social perspective, concern for
the long-term interests of the stockholders and personal integrity and judgment.
In addition, directors must have time available to devote to Board activities
and to enhance their knowledge of the mining industry. Accordingly, we seek to
attract and retain highly qualified directors who have sufficient time to attend
to their substantial duties and responsibilities to the Company.
The Board of Directors does not have a nominating committee. The Board
believes given the diverse skills and experience required to grow the Company
that the input of all members is important for considering the qualifications of
individuals to serve as directors. The Board recommends a slate of directors
for election at the annual meeting.
In carrying out its responsibilities, the Board will consider candidates
suggested by stockholders. If a stockholder wishes to formally place a
candidate's name in nomination, however, he or she must do so in accordance with
the provisions of the Company's Bylaws. Suggestions for candidates to be
evaluated by the Board must be sent to Irene Campany, Corporate Secretary, 4761
-9-
Cove Cliff Road, North Vancouver, British Columbia, Canada V76 1H8.
BOARD'S AUDIT REPORT
The Board reviews the Company's internal accounting procedures, consults
with and reviews the services provided by the Company's independent accountants.
In fulfilling its oversight responsibilities, the Board has reviewed and
discussed the audited financial statements with management and discussed with
the independent auditors the matters required to be discussed by SAS 61.
Management is responsible for the financial statements and the reporting
process, including the system of internal controls. The independent auditors
are responsible for expressing an opinion on the conformity of those audited
financial statements with generally accepted accounting principles.
The Board discussed with the independent auditors, the auditors'
independence from the management of the Company and received written disclosures
and the letter from the independent accountants required by Independence
Standards Board Standard No. 1.
After the review a discussions mentioned above, the Board determined that
the audited financial statement should be included in the Company's Annual
Report on Form 10-KSB.
Respectfully Submitted,
Board of Directors of
Rubincon Ventures, Inc.
Ted Reimchen
Irene Campany
Martine Rummelhoff
EMPLOYMENT AGREEMENT
The Company has no employment agreements.
COMPENSATION OF DIRECTORS
The Company does not pay fees to its directors for the performance of their
duties as directors of the Company. The Company does reimburse the directors
for their out-of-pocket expenses incurred in connection with attending to
business on behalf of the Company. The Company will not in the future, nor has
it in the past, compensated its directors for committee participation.
Nevertheless, the Company realizes that its directors do contribute a service to
it and has given recognition to this service by accruing $500 per month. The
monthly charge is expensed with an offsetting credit to "Capital in Excess of
Par Value" on the Balance Sheet.
-10-
COMPENSATION SUMMARY
The following table summarizes all compensation earned by or paid to our
Chief Executive Officer. No officers or other employees compensation exceeded
$100,000 for services rendered in all capacities for the years ended January 31,
2004, January 31, 2003 and January 31, 2002.
SUMMARY COMPENSATION TABLE
--------------------------
Other Securities
Name and Bonus Compensation Underlying
Principal Position Period $ $ $ Options
- ------------------------------------- ------ ------------- ----------- -- -------
Ted Reimchen, 2004 $ 0 - - -
President and Chief Executive Officer 2003 $ 0 - - -
2002 $ 0 - - -
Roman Kujath, . . . . . . . . . . . . 2002 $ 0 - - -
Former President
OPTION GRANTS IN 2004
The following table provides information relating to stock options granted by us
during the year ended January 31, 2004.
Number of Percent of Total
Securities Options Granted to Exercise
Underlying Employees Price Expiration
Name Options Granted in Fiscal Year Per Share Date
- ------------ -------------------- ------------------- --------- ----------
Ted Reimchen 0 0% - -
No options were granted to our employees during the year ended January 31,
2004.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND TEN-YEAR OPTIONS/SAR
REPRICINGS
There was no re-pricing of options for the fiscal year ended January 31,
2004.
FISCAL YEAR END OPTION VALUES
The following table sets forth for each of our executive officers named in
the Summary Compensation Table the number and value of exercisable and
un-exercisable options for the year ended January 31, 2004.
-11-
NUMBER OF SECURITIES
SHARES UNDERLYING UNSECURED VALUE OF UNEXERCISED
ACQUIRED OPTIONS IN-THE MONEY OPTIONS
ON VALUE AT OCTOBER 31, 2003 AT OCTOBER 31, 2003
NAME EXERCISE REALIZED($) EXERCIS- UN-EXERCIS EXERCIS UN-EXERCIS
ABLE ABLE ABLE ABLE
- -------------------------------------------------------------------------------
EQUITY COMPENSATION PLAN INFORMATION
Compensation Plan Table
The following table provides aggregate information as of the end of the
fiscal year ended January 31, 2004 with respect to all compensation plans
(including individual compensation arrangements) under which equity securities
are authorized for issuance.
Plan category Number of securities to be Weighted-average exercise Number of securities
issued upon exercise of price of outstanding options, remaining available for future
outstanding options, warrants warrants and rights issuance under equity
and rights compensation plans (excluding
securities reflected in col
(a)
a) (b) (c)
Equity compensation plans 240,000 0 240,000
approved by security holders. . . . . .
Equity compensation plans not
approved by security holders. . 0 0 0
Total . . . . . . . . . . . 240,000 0 240,000
Equity Compensation Plans Not Approved by Security Holders
None.
COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934
Based solely upon a review of Forms 3, 4 and 5 delivered to the Company as
filed with the Commission, directors and officers of the Company and persons who
own more than 10% of the Company's common stock timely filed all required
reports pursuant to Section 16(a) of the Securities Exchange Act of 1934.
On January 2, 2004, Irene Campany and Martine Rummelhoff filed a Form 5. Ted
Reimchen has not filed his Form 5 for the current year but has advised the
Directors that he has had no transactions in the shares of the Company since the
date of his last filing.
-12-
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information as of February 29, 2004,
with respect to the beneficial ownership of our common stock for (i) each
director, (ii) all of our directors and officers as a group, and (iii) each
person known to us to own beneficially five percent (5%) or more of the
outstanding shares of our common stock.
The address for each listed stockholder unless otherwise listed is:
Rubincon Ventures, Inc., 4761 Cove Cliff Road, North Vancouver, British
Columbia, Canada V76 1H8. To our knowledge, except as indicated in the
footnotes to this table or pursuant to applicable community property laws, the
persons named in the table have sole voting and investment power with respect to
the shares of common stock indicated.
NAME AND ADDRESS OF BENEFICIAL OWNER AMOUNT OF BENEFICIAL OWNERSHIP(1) PERCENTAGE OF CLASS
- ----------------------------------------------------- --------------------------------- --------------------
Ted Reimchen. . . . . . . . . . . . . . . . . . . . . - -
Irene Campany . . . . . . . . . . . . . . . . . . . . 240,000(2) 10%
Martine Rummelhoff. . . . . . . . . . . . . . . . . . 75,000 3.1%
Ownership of all directors and officers as a group(3) 315,000 13.1%
___________________
Footnotes:
(1) Beneficial Ownership is determined in accordance with rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities.
(2) Included in this figure is 40,000 shares owned by Ms. Campany's husband.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The directors have made demand loans in the amount of $46,496 as at January
31, 2004 which bear no interest. These funds have been advanced to the Company
on a periodic basis as required for operating expenses of the Company.
Subsequent to the completion of the Company's financing, the directors will
convert the Company's indebtedness to them into shares at a price identical to
that offering. With the subsequent conversion of the loans made by the
directors, based on the balance as at January 31, 2004 of $46,496, there would
be an additional 309,973 shares issued which would be restricted. The purposes
of this transaction of the conversion of debt into shares by the directors will
be to eliminate the obligation of the Company to the directors and to allow the
directors to increase their ownership interest in the Company. Mr. Reimchen
will purchase 50,000 shares under this financing which will be restricted from
trading under Rule 144.
-13-
OTHER MATTERS
The Board of Directors knows of no other matters that may or are likely to
be presented at the Meeting. However, in such event, the persons named in the
enclosed form of proxy will vote such proxy in accordance with their best
judgment in such matters pursuant to discretionary authority granted in the
proxy.
CHANGE OF COMPANY'S CERTIFYING ACCOUNTANTS
On February 5, 2004, and as previously reported on Form 8-K filed on
February 13, 2004, the Company dismissed Sellers & Andersen, LLC as the
Company's independent accountants. Sellers & Andersen, LLC's reports on the
Company's financial statements as of and for the years ended January 31, 2003,
and January 31, 2002, contained no adverse opinions or disclaimers of opinion
and were not modified or qualified as to audit scope or accounting principles,
but did contain modifications as to the Company's ability to continue as a going
concern. The Company's Board of Directors participated in and approved the
decision to change independent accountants.
During the two fiscal years ended January 31, 2003 and January 31, 2002,
and through the subsequent interim period ended February 5, 2004, to the best of
the Company's knowledge, there have been no disagreements with Sellers &
Andersen, LLC on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreement if not
resolved to the satisfaction of Sellers & Andersen, LLC would have caused them
to make reference in connection with its report on the financial statements of
the Company for such years. During the two fiscal years ended January 31, 2003
and January 31, 2002, and through the subsequent interim period ended February
5, 2004, Sellers & Andersen, LLC did not advise the Company on any matter set
forth in Item 304 (a) (1) (iv)(B) of Regulation S-B. The Company requested that
Sellers & Andersen, LLC furnish it with a letter addressed to the SEC stating
whether or not it agrees with the above statements. Sellers & Andersen, LLC's
letter stated that it read the Company's statements and had no basis to agree or
disagree with the Company's statements.
On February 5, 2004, the Company engaged Madsen & Associates, CPA's Inc. to
audit its financial statements for the year ended January 31, 2004. During the
two most recent fiscal years end January 31, 2003 and January 31, 2002, and
through February 5, 2004, the Company did not consult with Madsen & Associates,
CPA's Inc. regarding (i) the application of accounting principles to a specific
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company's financial statements, and no written report
or oral advice was provided to the Company by concluding there was an important
factor to be considered by the Company in reaching a decision as to an
accounting, auditing or financial reporting issue; or (ii) any matter that was
either the subject of a disagreement, as that term is defined in Item 304
(a)(1)(iv)(A) of Regulation S-B or an event, as that term is defined in Item 304
(a)(1)(iv)(B) of Regulation S-B.
-14-
RELATIONSHIP WITH INDEPENDENT AUDITORS
On February 5, 2004, the Company changed auditors to Madsen & Associates,
CPA's, Inc. Seller and Anderson, LLC was the Company's independent auditors for
the fiscal years ending January 31, 2002 and January 31, 2003.
For the year ended January 31, 2003, the Company's independent accountants
ended January 31, 2002 and January 31, 2003 were as follows:
AUDIT FEES
The aggregate fees billed for professional services rendered for the audit
of the Company's annual financial statements on Form 10-KSB and the review of
the financial statements included in the Company's quarterly reports on Form
10-QSB for the fiscal year ended January 31, 2002 was $2,900 and January 31,
2003 was $3,200.
AUDIT-RELATED FEES
The aggregate fees billed for assurance and related services by the
principal accountant that are reasonably related to the performance of the audit
or review of the Company's financial statements for the year ended January 31,
2002 was nil and January 31, 2003 was nil.
TAX FEES
The aggregate fees billed for tax compliance, tax advice and tax planning
rendered by our independent auditors for the fiscal year ended January 31, 2002
was $200 and January 31, 2003 was $200. The services comprising these fees
include the preparation of the annual corporate income tax returns.
ALL OTHER FEES
The aggregate fees billed for all other professional services rendered by
the Company's independent auditors for the fiscal year ended January 31, 2002
The Audit Committee approved 100% of the fees paid to the principal
pre-approves all non-audit services to be performed by the auditor in accordance
with the Audit Committee Charter. The percentage of hours expended on the
principal accountant's engagement to audit the Company's financial statements
for the most recent fiscal year that were attributed to work performed by
persons other than the principal accountant's full-time, permanent employees was
50%.
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CODE OF ETHICS
We have adopted a code of ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer, controller
and other persons performing similar functions. A copy of our code of ethics is
attached to this document. The Company will report any amendment or wavier to
the code of ethics will be filed on Form 8-K within five (5) days.
STOCKHOLDER PROPOSALS
Proposals by stockholders intended to be presented at 2005 annual meeting
of stockholders must be received by us not later than 120 days prior to mail
date contemplated to be on July 8, 2005, for consideration for possible
inclusion in the proxy statement relating to that meeting. All proposals must
meet the requirements of Rule 14a-8 of the Exchange Act.
For any proposal that is not submitted for inclusion in next year's proxy
statement (as described in the preceding paragraph), but is instead intended to
be presented directly at next year's annual meeting, SEC rules permit management
to vote proxies in its discretion if the Company (a) receives notice of the
proposal before the close of business, 45 days prior to the mail date,
contemplated to be on May 24, 2005 and advises stockholders in the next year's
proxy statement about the nature of the matter and how management intends to
vote on such matter or (b) does not receive notice of the proposal prior to the
close of business on May 24, 2005.
Notices of intention to present proposal at the 2005 Annual Meeting should
be address to Secretary, Rubincon Ventures, Inc., 4761 Cove Cliff Road, North
Vancouver, British Columbia, Canada V76 1H8. The Company reserves the right to
reject, rule out of order or take other appropriate action with respect to any
proposal that does not comply with these and other applicable requirements.
ADDITIONAL INFORMATION
The Annual Report on Form 10-KSB for the fiscal year ended January 31,
2003, including audited financial statements, has been previously mailed to the
stockholders, but such report is not incorporated in this proxy statement and is
not deemed to be a part of the proxy solicitation material. Copies of the
Company's Annual Report on Form 10-KSB filed with the Securities and Exchange
Commission for the year ended January 31, 2003 will be provided to stockholders
without charge upon request. Stockholders should direct their request to:
Secretary, Rubincon Ventures, Inc., 4761 Cove Cliff Road, North Vancouver,
British Columbia, Canada V76 1H8.
ALL STOCKHOLDERS ARE URGED TO EXECUTE THE ACCOMPANYING PROXY AND TO RETURN IT
PROMPTLY IN THE ACCOMPANYING ENVELOPE.
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STOCKHOLDERS MAY REVOKE THE PROXY IF
THEY DESIRE AT ANY TIME BEFORE IT IS VOTED.
RUBINCON VENTURES, INC.
By Order of the Board of Directors
/s/ Ted Reimchen
Ted Reimchen
Chairman and Chief Executive Officer
April 30, 2004
Vancouver, B.C.
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{00029424.DOC;2}
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Ted Reimchen and Irene Campany, and each of
them, as proxies with the power to appoint his or their successor, and hereby
authorizes them to represent and to vote, as designated below, all the shares of
common stock of Rubincon Ventures, Inc. (the "Company"), held of record by the
undersigned on April 17, 2004, at the Special Meeting of Stockholders, to be
held on Friday, May 28, 2004 at 10:30 a.m. (PST), at The Royal Vancouver Yacht
Club, 3811 Point Grey Road, Vancouver, B.C., Canada, V6R 1B3, and at any and all
adjournments thereof.
1. Election of Directors to serve until the Annual Meeting of Stockholders for
the Year 2004:
Ted Reimchen FOR ____ WITHHOLD AUTHORITY ____
Irene Campany FOR ____ WITHHOLD AUTHORITY ____
Martine Rummelhoff FOR ____ WITHHOLD AUTHORITY ____
2. Ratify the selection of Madsen & Associates, CPA's, Inc., as the Company's
independent accountants.
FOR AGAINST ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting, including adjournment.
This Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this Proxy will
be voted FOR the nominees and FOR Proposals Two.
Please sign exactly as your name appears on your share certificates. When
shares are held by joint tenants, all joint tenants should sign. When signing
as attorney, executor, administrator, trustee or guardian, please give full
title as such. If the signatory is a corporation, please sign the full
corporate name by the president or other authorized officer. If the signatory
is a partnership, please sign in the partnership name by an authorized person.
Dated: ___________________
Signed: ________________________________________
Name (Print) Name (Print) (if held jointly)
________________________________________________________________________________
Signature (Print) Signature (if held jointly)
Address:_________________________________ I will ____ attend the meeting.
City, State, Zip: ___________________________ I will not ____ attend the
meeting.
Number of persons to
attend ____.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY
USING THE ENCLOSED ENVELOPE.
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