---

UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION  WASHINGTON, D.C. 20549


FORM 20-F

(Mark One)

 ̈Registration statement pursuant to Section 12(b) or 12(g) of the 
  Securities Exchange Act of 1934

or

xAnnual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act
  of 1934 for the
  fiscal year ended December 31, 2002

or

 ̈Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange
  Act of 1934 
  [No fee required]

For the transition period from___________________
  to __________________

Commission file number 0-30858

International Gemini Technology
  Inc.
  (Exact name of registrant as specified in its charter)

Province of British Columbia, Canada
  (Jurisdiction of incorporation or organization)

208-828 Harbourside Drive, North Vancouver,
  British Columbia, Canada V7P 3R9
  (Address of principal executive offices) (Zip Code)

Registrants telephone number, including
  area code (604) 904-8481

Securities registered or to be registered
  pursuant to Section 12(b) of the Act.

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|None                | None pending a transaction               
|                    |                                          

Securities registered or to be registered
  pursuant to Section 12(g) of the Act:

Common Shares, no par value
  (Title of Class)

---

Securities for which there is a reporting
  obligation pursuant to Section 15(d) of the Act:

None
  (Title of Class)

Indicate the number of outstanding shares
  of each of the issuers classes of capital or common shares at December
  31, 2002 9,666,848 inclusive of the conversion of the balance of the Series
  1 Convertible Preferred shares.

Indicate by check mark whether the Registrant
  (1) has filed all reports required to be filed by Section 13 or 15(d) of the
  Securities Exchange Act of 1934 during the preceding 12 months (or for such
  shorter period that the Registrant was required to file such reports), and (2)
  has been subject to such filing requirements for the past 90 days.

YesxNo ̈

Indicate by check mark which financial statement
  item the Registrant has elected to follow.

Item 17xItem ̈

Unless otherwise indicated, all references
  herein are expressed in Canadian dollars and United States currency is stated
  as U.S. $__________.

THIS SUBMISSION SHOULD BE CONSIDERED IN CONJUNCTION
  WITH PREVIOUSLY FILED FORMS 20-F. THE AUDITED FINANCIAL STATEMENTS AND NOTES
  HERETO ATTACHED AS EXHIBIT A ARE AN INTEGRAL PART OF THIS SUBMISSION.

---

2

---

International Gemini Technology,
  Inc.

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not required

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

|A. | Selected financial data.
      The following selected financial data has been extracted
        from the consolidated financial statements for the last five years prepared
        pursuant to Canadian generally accepted accounting principles (GAAP).
        Where material differences exist between Canadian and US GAAP, corresponding
        comparison data has been provided in US GAAP for clarity.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

3

---

International Gemini Technology Inc.Selected Financial Data
  (Expressed in Canadian Dollars)

|                                    |   |            |   | 12 Months ended December 31 |   |            | 
|----------------------------------- | - | ---------- | - | --------------------------- | - | ---------- | 
|                                    |   |            |   |                             |   |            | 
|                                    |   | 2002       |   | 2001                        |   | 2000       | 
|                                    |   |            |   |                             |   |            | 
|                                    |   |            |   |                             |   |            | 
|Net Operating Revenues              | $ | 22,000     |   | 0                           |   | 82,500     | 
|                                    |   |            |   |                             |   |            | 
|Income from continued operations    | $ | (35,443    | ) | (23,805                     | ) | 60,375     | 
|                                    |   |            |   |                             |   |            | 
|Income from discontinued operations | $ | N/a        |   | N/a                         |   | N/a        | 
|                                    |   |            |   |                             |   |            | 
|Net income                          | $ | (35,443    | ) | (23,805                     | ) | 60,375     | 
|                                    |   |            |   |                             |   |            | 
|                                    |   |            |   |                             |   |            | 
|Income per share from               | $ | 0          |   | 0                           |   | .01        | 
|continued operations                |   |            |   |                             |   |            | 
|Income per share from               | $ | 0          |   | 0                           |   | 0          | 
|discontinued operations             |   |            |   |                             |   |            | 
|Income per share after              | $ | 0          |   | 0                           |   | .01        | 
|discontinued operations             |   |            |   |                             |   |            | 
|                                    |   |            |   |                             |   |            | 
|                                    |   |            |   |                             |   |            | 
|Share capital per Canadian GAAP     | $ | 13,265,283 |   | 13,265,283                  |   | 13,265,283 | 
|                                    |   |            |   |                             |   |            | 
|Common shares issued                |   | 8,323,1129 |   | 8,323,119                   |   | 8,323,119  | 
|                                    |   |            |   |                             |   |            | 
|Weighted average shares             |   | 9,666,848  |   | 9,666,848                   |   | 9,666,848  | 
|outstanding per Canadian GAAP       |   |            |   |                             |   |            | 
|                                    |   |            |   |                             |   |            | 
|                                    |   |            |   |                             |   |            | 
|Total Assets                        | $ | 157,186    |   | 134,991                     |   | 216,221    | 
|                                    |   |            |   |                             |   |            | 
|Net Assets (liabilities)            | $ | 74,578     |   | 109,842                     |   | 133,047    | 
|                                    |   |            |   |                             |   |            | 
|Convertible                         | $ | N/a        |   | N/a                         |   | N/a        | 
|debentures(current and              |   |            |   |                             |   |            | 
|long term portions) per             |   |            |   |                             |   |            | 
|U.S. GAAP )                         |   |            |   |                             |   |            | 
|                                    |   |            |   |                             |   |            | 
|Cash Dividends Declared             | $ | 0          |   | 0                           |   | 0          | 
|per Common Shares                   |   |            |   |                             |   |            | 
|                                    |   |            |   |                             |   |            | 
|Exchange Rates (Cdn$ to             | $ | 0.6368     |   | 0.6458                      |   | 0.6733     | 
|U.S.$ ) Period Average              |   |            |   |                             |   |            | 

4

---

|Exchange Rates (CDN $ to U.S.$) for six months |   | Period High |  | Period Low | 
|---------------------------------------------- | - | ----------- |  | ---------- | 
|subsequent to December 31, 2002                |   |             |  |            | 
|                                               |   |             |  |            | 
|January 2003                                   | $ | 0.6570      |  | 0.6350     | 
|February 2003                                  | $ | 0.6724      |  | 0.6531     | 
|March 2003                                     | $ | 0.6823      |  | 0.6708     | 
|April 2003                                     | $ | 0.6980      |  | 0.6736     | 
|May 2003                                       | $ | 0.7437      |  | 0.7031     | 
|June 2003                                      | $ | 0.7484      |  | 0.7268     | 
|                                               |   |             |  |            | 
|Exchange Rate (CDN$ to U.S.$)                  | $ | 0.7467      |  |            | 
|June 16, 2003                                  |   |             |  |            | 

|D. | Risk factors.
      The business of the Company entails significant risks,
        and an investment in the securities of the Company should be considered
        highly speculative. An investment in the securities of the Company should
        only be undertaken by persons who have sufficient financial resources
        to enable them to assume such risks. The following is a general description
        of all material risks, which can adversely affect the business and in
        turn the financial results, ultimately affecting the value of an investment
        the Company.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5

---

The Company Has No Viable Business.

The Company Has No Funds.

There Is No Assurance That The Company Can Access Additional
  Capital.

The Company Has A History Of Operating Losses And May
  Have Operating Losses And A Negative Cash Flow In the Future.

The Companys Auditors Have Indicated That U.S.
  Reporting Standards Would Require Them To Raise A Concern About The Companys
  Ability To Continue As A Going Concern.

There Is No Market For Our Common Shares

6

---

ITEM 4. INFORMATION ON THE COMPANY

|A. | History and development of the Company.
      International Gemini Technology Inc. resulted from a
        one for five reverse split of the common shares of Gemini Technology Inc.
        accomplished in 1993. International Gemini Technology Inc. was incorporated
        under the laws of the Province of British Columbia, Canada, by filing
        of Memorandum and Articles of Association on September 20, 1983, under
        the name Rainbow Resources Ltd. The companys name was changed to
        Widescope Resources Ltd. on May 1, 1984, and to Gemini Technology Inc.
        on September 17, 1985. Registrant is currently in good standing under
        the laws of British Columbia.The registered and records office of the
        Company and the Companys principal executive offices are located
        at 208-828 Harbourside Drive North Vancouver, British Columbia V7P 3R9,
        telephone 604-904-8481.
      From September 1985 the company became involved in the
        design and marketing of a circuit board for a Zenith computer that allowed
        it to emulate an IBM PC and utilize much of the related software. Over
        the next year it broadened its product line to include proprietary computer
        graphics chips, custom electronic components and equipment. As the line
        of proprietary computer graphics chips were in final development, the
        demand for the circuit boards for the Zenith computer ended.
      The company licensed its graphics chips to third parties,
        and concentrated on developing second and third generation products. Due
        to cash flow problems brought about by external and unforeseeable circumstances,
        and bad management decisions the company was forced into a position of
        attempting to develop a new generation product with little cash.
      In August of 1989 the board changed direction and top
        management. The new strategy was to accelerate R&D on a blockbuster
        new product, targeting a small number of very large customers. With little
        cash and little ongoing revenue, the inevitable delays to the R&D
        process caused the company to be unable to meet payroll in February 1990.
        All of management resigned and the board of directors was changed. The
        shareholders spearheaded an effort to save the Company, which eventually
        resulted in the change to the board of directors and a plan to revive
        the Company's operations.
      During 1991 the Company concentrated considerable effort
        on establishing a joint venture in Czechoslovakia to exploit the European
        market, as well as effort to establish a considerable technical presence
        in the Middle East. In addition, contracts and joint ventures were pursued
        in Russia, Singapore and Taiwan. As yet none of these efforts has yielded
        tangible results.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

7

---

| | A great deal of time and energy has been expended in
        1993 and 1994 in an effort to target and conclude an acquisition that
        would be complimentary to Gemini's technical and financial capabilities.
        This effort continued through 1996, and at the end of 1996 has been unsuccessful.
        In July of 1997, Gemini entered into discussions to acquire the assets
        and intellectual property of Abraham Publishing Group Inc. and certain
        other privately owned assets which in combination operate as a profitable
        publishing business. These discussions and negotiations had not been concluded
        by the end of 1997, but in the first quarter of 1998 resulted in an acquisition
        agreement with closing conditional on raising US$3.25 million in expansion
        capital.
      Closing had not taken place by the end of 1998 due to
        small cap market conditions frustrating efforts to raise the required
        capital. Initiatives were undertaken to identify and review other potential
        acquisition or mergers requiring less capital.
      The dot.com frenzy in the years 1999 and 2000 distorted
        valuations and made any prospective acquisition prohibitively expensive.
        The return to more normal valuations after mid 2000 has resulted in fewer
        but more reasonably priced prospective candidates. However as valuations
        became more reasonable the sources of funding became fewer. And the events
        of September 11 virtually shut down the availability of funding for most
        smaller transactions, particularly the size targeted by the company. Toward
        the end of the year discussions were entered into on a proprietary medical
        device, which had met some amount of success in a niche market in Texas.
        At yearend discussions were progressing, particularly as it appeared that
        this device could be sold in considerable quantity by the application
        of effective marketing. This was abandoned as marketing was found not
        to be the greatest challenge. The greatest challenge was providing the
        paperwork for the multiplicity of insurers ultimately paying for the use
        of the device.
      During 2002 due diligence was done on two businesses,
        but neither was able to demonstrate the business case necessary for expansion
        financing. Accordingly neither was pursued further as a merger or acquisition
        candidate, despite one being in the bus shelter advertising business,
        a business usually demonstrating generally attractive economics.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

8

---

|B. | Business overview.
      
      The companys sole activity is its search for a
        suitable acquisition or acquisitions that can be made and financed at
        prices and terms that make business sense. The acquisitions targeted will
        provide products and/or services to customers largely in the United States.
        They should also have the potential to be grown significantly by excellence
        in marketing.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

9

---

|C. | Organizational structure.
      The company is part of no other group, nor does it have any subsidiaries.                                                                                                                     
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                               
|D. | Property, plants and equipment.
      The Companys head office and principal facility,
        which is leased , is located at 828 Harbourside Drive, North Vancouver.
        It has no other property, plant, or equipment.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion and analysis should be read in
  conjunction with the financial statements and notes thereto included herein
  (see also "Selected Financial Data"). The consolidated financial statements
  have been prepared in accordance with Canadian GAAP. Refer Note 15 to the financial
  statements for a reconciliation of certain amounts to U.S. GAAP under Item 17.
  The primary differences between the Canadian and U.S. GAAP loss for the year
  are the inclusion of stock option compensation and a revised goodwill base under
  U.S. GAAP.

Overview

The company s sole focus is on finding and completing
  a suitable acquisition, or suitable acquisitions. This activity is largely carried
  out by the directors and large shareholders at their expense. Accordingly its
  revenue is insignificant and certainly not material. Results can fluctuate on
  the basis of postal rate increases, or reductions in courier or long distance
  phone rates.

10

---

Results of Operations

The company has shown modest losses for the past several years.
  These losses result largely from having no revenue, rather than having unusual
  expenses. The expenses of the company are almost completely related to satisfying
  regulatory requirements, including the annual meeting, communication with shareholders;
  and seeking and evaluating acquisition prospects for suitability and ability
  to attract financing.

Fluctuations in Results

The Companys annual operating results fluctuate, but very little.

Liquidity and Capital Resources

Since the Company is organized in Canada, the Companys
  December 31, 2002 consolidated financial statements have been prepared in accordance
  with Canadian generally accepted accounting principles.

As at December 31, 2002, the Company had accumulated losses
  totaling $13,244,049. The Company had a working capital of $25,554 as at December
  31, 2002. The continuation of the Company is dependent upon the continued financial
  support of shareholders as well as obtaining long-term financing when the company
  concludes an appropriate merger or acquisition agreement.

As noted, these conditions raise substantial doubt about the
  Companys ability to continue as a going concern. The financial statements
  do not include any adjustment that might arise from uncertainty. However, had
  the audit been conducted in accordance with U.S. generally accepted auditing
  standards the auditors would have reflected these concerns in their report and
  would have included an explanatory paragraph in their report raising concern
  about the Company's ability to continue as a going concern.

As at December 31, 2002 the Company had cash and term deposits
  of $596 and working capital of $25,554

Impact of Inflation

The Company believes that inflation has not had a material
  effect on its past business.

Quantitative and Qualitative Disclosures about Market Risk

Not applicable to the Company.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

It should be noted that the management discussed below is
  primarily involved with the Companys current activities. As the Company
  concludes an acquisition or merger, additional personnel with differing areas
  of expertise will be utilized. Directors are elected annually by a

11

---

majority vote of the shareholders and hold office until the
  next general meeting of the shareholders. Officers are appointed by, and serve
  at the discretion of, the board of directors. The names, place of residence,
  positions within the Company and the principal occupations of the directors
  and senior officers of the Company are set out below.

|A. | Directors and senior management.
|-- | --------------------------------

|Name, Municipality of                                             |     |                                                                                                                                                                                                                                                                                                   
|----------------------------------------------------------------- | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Residence and Position                                            |     | Principal Occupation and Position                                                                                                                                                                                                                                                                 
|with the Corporation                                              | Age | During the Past Five Years                                                                                                                                                                                                                                                                        
|                                                                  |     |                                                                                                                                                                                                                                                                                                   
|Douglas E. Ford (1) West Vancouver, B.C.
      Director           | 39  | Director since September 10, 1992; General
        Manager of Dockside Capital, a private merchant banking and venture capital
        firm, from 1986 to present; also Vice President of Operations, Bugaboos
        Eyewear Corp., October 1998 to October 2000.                               
|                                                                  |     |                                                                                                                                                                                                                                                                                                   
|Martin Schultz
      Vancouver, B.C.
      Secretary and Director | 59  | Director and Secretary since March 20, 1990; Self
        employed corporate development advisor for over 10 years.                                                                                                                                                                               
|                                                                  |     |                                                                                                                                                                                                                                                                                                   
|John Stanton
      Queensburg, New York
      Director            | 57  | Director since November 15, 1990; Self employed pharmacist                                                                                                                                                                                                                                        
|                                                                  |     |                                                                                                                                                                                                                                                                                                   
|Edward Dolejsi Delta, B.C. Director and
      President           | 58  | Director since March 20, 1990; Vice-President and
        General Manager of BRI from July, 1994 until April, 1999; self-employed
        software consultant since May, 1999 and President since 1983 of International
        Gemini Technology Inc., a high technology company.                
|                                                                  |     |                                                                                                                                                                                                                                                                                                   
|Edward D. Ford (1) Whistler, B.C. Director                        | 65  | Director since March 20, 1990; also has devoted a
        portion of his time to investment activities and as President of Dockside
        Capital., a private merchant banking and venture capital firm, for more
        than the last five years; chartered accountant for more than 20 years.

|(1) | Edward Ford is the father of Douglas Ford.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|B.  | Compensation.
      Management compensation is determined by the board of directors based
        on competitive prices for services provided. During the year ended December
        31, 2002, directors and officers, including private companies controlled
        by directors and officers, as a group, were paid a total of $50,500 in
        management fees, wages and benefits. See Item 7. Major Shareholders
        and Related Party Transactions for more detail on fees paid to members
        of management or to entities owned by them.
      For the year ended December 31, 2002, the Company paid no compensation
        to Directors for acting as Directors. The Company does not have any pension
        or retirement plans, nor does

12

---

|   | the Company compensate its directors
        and officers by way of any material bonus or profit sharing plans. Directors,
        officers, employees and other key personnel of the Company may be compensated
        by way of stock options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|C. | Board practices.
      Pursuant to the provisions of the Business Corporations
        Act(BC), the Companys directors are elected annually at the
        regularly schedules annual general meeting of shareholders. Each elected
        director is elected for a one-year term unless he resigns prior to the
        expiry of his term.
      The Company has no arrangements in place for provision
        of benefits to its directors or upon their termination.
      The Board has one committee, the Audit Committee, made-up
        of Messrs. Ford, Stanton and Schultz. The Audit Committee meets with the
        auditors annually prior to completion of the audited financial statements
        and regularly with management during the fiscal year.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|D. | Employees.
      Effective at December 31, 2002 the Company had no salaried
        employees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

13

---

|E.                                                               | Share ownership.
      A total of ten percent (10%) of the common shares of
        the Company, outstanding from time to time, are reserved for the issuance
        of stock options pursuant to the Companys Incentive Stock Option
        Plan .                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY
      TRANSACTIONS.
|                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|A.                                                               | Major shareholders.
      The following table sets forth certain information regarding
        beneficial ownership of the Companys shares at December 31, 2002
        by (i) each person who is known to own beneficially more than 5% of the
        Companys outstanding Common Stock, (ii) each of the Companys
        directors and executive officers and (iii) all current directors and executive
        officers as a group. The table does not reflect common shares held of
        record by depositories, but does include currently exercisable options
        and warrants which are included in the calculation of percentage of class
        ownership for each individual holder. As of December 31, 2002 there were
        8,323,119 common shares issued and outstanding. Each of the listed persons
        may be reached at the Companys head offices.

| |                                                         | Amount and |     |  |          | 
| | ------------------------------------------------------- | ---------- | --- |  | -------- | 
| |                                                         | Nature of  |     |  |          | 
| |                                                         | Beneficial |     |  | Percent  | 
| | Name of Beneficial Owner                                | Ownership  |     |  | of Class | 
| |                                                         |            |     |  |          | 
| | Principal Holders                                       |            |     |  |          | 
| | Not applicable                                          |            |     |  |          | 
| |                                                         |            |     |  |          | 
| |                                                         |            |     |  |          | 
| |                                                         |            |     |  |          | 
| | Officers and Directors                                  |            |     |  |          | 
| | Edward Ford                                             | 917,000    | (1) |  | 9.5      | 
| | John Stanton                                            | 55,000     | *   |  | 0.6      | 
| | Douglas Ford                                            | 913,000    | (2) |  | 9.4      | 
| | Martin Schultz                                          | 484,147    |     |  | 5.0      | 
| | Edward Dolejsi                                          | 6,200      | *   |  | 0.06     | 
| |                                                         |            |     |  |          | 
| | All Officers and Directors as a Group
      (5 persons) | 2,375,347  |     |  | 24.6     | 

---

|*   | Less than one percent.                                        
|--- | --------------------------------------------------------------
|(1) | Includes 430,000 shares held through Breld
      Holdings Ltd.
|(2) | Includes 430,000 shares held through Wink
      Holdings Ltd. 

14

---

|       | There are no arrangements, known to the Company,
        the operation of which may at a subsequent date result in a change in
        control of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|**B.** | Related party transactions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | During the fiscal year ended December 31, 2002, directors,
        officers and companies controlled by them have been engaged in the following
        transactions with the Company:
      During the year ended December 31, 2002, a company in
        which a director has an interest charged the Company $50,500 (2001: $18,000,
        2000: $18,000) for rent and management fees. The unpaid portion of these
        amounts, plus additional advances and other amounts due to directors,
        aggregating $77,562 (2001: $21,704, 2000: $76,945, 1999: $48,036) is included
        in accounts payable and accrued liabilities at December 31, 2001.
      A Company in which a director has an interest was charged
        $12,000 ( 2001 $Nil 2000: $82,500, 1999: $120,000) for consulting fees
        during the year ended December 31, 2001. The unpaid portion of these amounts,
        aggregating $98,940 ( 2001 $86,100 2000: $86,100, 1999: $128,400) is included
        in accounts receivable at December 31, 2001.

| |                          |   | 2002   |  |   | 2001   |  |   | 2000   | 
| | ------------------------ | - | ------ |  | - | ------ |  | - | ------ | 
| |                          |   |        |  |   |        |  |   |        | 
| | Management fees and rent | $ | 50,500 |  | $ | 18,000 |  | $ | 18,000 | 

| | The above transactions were made on terms as favorable or more favorable
      to the Company than those that could be obtained from unaffiliated third
      parties.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

ITEM 8. FINANCIAL INFORMATION

The Company is not aware of any significant change since December
  31, 2002 that is not otherwise reported in this filing.

ITEM 9. THE OFFER AND LISTING

The shares of the company do not currently trade, pending
  a successful merger or acquisition. Subsequent to a successful transaction it
  is planned to have the shares commence trading on the NASDAQ bulletin board.

ITEM 10. ADDITIONAL INFORMATION

Memorandum and articles of association

15

---

|1.  | The company was incorporated as Rainbow Resources Ltd. September
      20 1983 under certificate of incorporation no. 268952 in the Province of
      British Columbia Canada. The name was changed to Widescope Resources Ltd.
      May 1 1984, to Gemini Technology Inc. September 13 1985, and to International
      Gemini Technology Inc. September 23 1993. No objects and purposes are described.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2.  | If a director has a material interest in a matter subject
      to a vote, he must declare it and abstain from voting, or have his vote
      not counted, except for certain specific exclusions which include setting
      director compensation. There are no restrictions on directors issuing debt
      however shareholder approval may be required in connection with convertible
      debt or other debt driven requirements to issue shares. There is no retirement
      age or share ownership requirement for directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.  | Dividends are declared by directors and subject to any special
      rights, paid to all holders of shares in a class according to the number
      of shares held. Voting rights are one vote per share. Directors stand for
      election every year at the annual meeting. Shareholders have no rights to
      share directly in the companys profits. Subject to prior claims of
      creditors and preferred shareholders, common shareholders participate in
      any surplus in the event of liquidation according to the number of shares
      held. The company may redeem shares by directors resolution in compliance
      with applicable law unless the company is insolvent or may become insolvent
      by doing so. It must make its offer pro rata to every member who holds a
      class, subject to applicable stock exchange rules or company act provisions.
      The directors have wide discretion. Shareholders have no liability for further
      capital calls. No discriminatory provisions, against an existing or prospective
      shareholder of a substantial number of shares, are imposed by the articles.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4.  | Rights of holders of any class of shares can only be changed
      with their consent, and in accordance with the company act. Consent must
      be in writing by the holders or by a three fourths majority of a vote of
      the holders, and by the consent of the British Columbia Securities Commission.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|5.  | A notice convening an annual general or special meeting must
      specify the place, date, hour, and in the case of a special meeting, the
      general nature of the special business, and must be given in accordance
      with the company act. There are no special conditions outlining rights of
      admission.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|6.  | There are no limitations on rights to own securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7.  | There are no provisions to delay, defer, or prevent a change
      in control.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|8.  | Nothing in the articles requires ownership disclosure.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|9.  | Not applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10. | Not applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

Material contracts

None.

16

---

Exchange Controls

This summary is of a general nature only and is not intended
  to be, and should not be interpreted as, legal advice to any prospective purchaser.
  Accordingly, prospective purchasers of the Companys shares should consult
  with their own advisors with respect to their individual circumstances.

There are no laws or governmental decrees or regulations in
  Canada that restrict the export or import of capital, or which affect the remittance
  of dividends, interest or other payments to holders of the Companys securities
  who are not residents of Canada, other than withholding tax requirements. Reference
  is made to Item 7. Taxation.

There are no limitations imposed by the laws of Canada, the
  laws of Alberta or by the charter or other governing documents of the Company
  on the right of a non-resident to hold or vote common shares of the Company,
  other than as provided in the Investment Canada Act (the Investment Act)
  and the potential requirement for a Competition Act Review.

The following summarizes the principal features of the Investment
  Act and the Competition Act Review for a non-resident who proposes to acquire
  common shares. This summary is of a general nature only and is not intended
  to be, nor is it, a substitute for independent advice from an investors
  own advisor. This summary does not anticipate statutory or regulatory amendments.

The Canadian Investment Act

The Canadian Investment Act generally prohibits implementation
  of a reviewable investment by an individual, government or agency thereof, corporation,
  partnership, trust or joint venture that is not a Canadian as defined
  in the Investment Act (a non-Canadian), unless, after review, the
  minister responsible for the Investment Act (the Minister) is satisfied
  that the investment is likely to be of a net benefit to Canada. Under the Investment
  Act, a United States citizen qualifies as a World Trade Organization Investor.
  Subject to the restrictions noted below, an investment in a Canadian business
  by a World Trade Organization Investor would be reviewable under the Investment
  Act only if it is an investment to acquire control of such Canadian business
  and the value of the assets of the Canadian business as shown on its financial
  statements is not less than a specified amount, which for 1999 was $184 million.
  An investment in the shares of a Canadian business by a non-Canadian other than
  a World Trade Organization Investor when the Company is not controlled
  by a World Trade Organization Investor, would be reviewable under the Investment
  Act if it is an investment to acquire control of the Canadian business and the
  value of the assets of the Canadian business as shown on its financial statements
  is $5 million or more, or if an order for review is made by the federal cabinet
  on the grounds that the investment relates to Canadas cultural heritage
  or national identity.

The acquisition by a World Trade Organization Investor of
  control of a Canadian business in any of the following sectors is also subject
  to review if the value of the assets of the Canadian business exceeds $5 million
  (as shown on its financial statements): uranium, financial services (except
  insurance), transportation services and cultural businesses, which include broadcast

17

---

media (publication, distribution or sale of books, magazines,
  periodicals, newspapers, music, film and video products and the exhibition of
  film and video products), television and radio services. As the Companys
  business does not fall under any of the aforementioned categories, the acquisition
  of control of the Company, in excess of the $5 million threshold, by a World
  Trade Organization Investor would not be subject to such review.

A non-Canadian would acquire control of the Company for purposes
  of the Investment Act if the non-Canadian acquired a majority of the common
  shares.

The acquisition of less than a majority but one-third or more
  of the common shares would be presumed to be an acquisition of control of the
  Company unless it could be established that, on acquisition, the Company was
  not controlled in fact by the acquirer through the ownership of common shares.
  Notwithstanding the review provisions, any transaction involving the acquisition
  of control of a Canadian business or the establishment of a new business in
  Canada by a non-Canadian is a notifiable transaction and must be reported to
  Industry Canada by the non-Canadian making the investment either before or within
  thirty days after the investment.

Certain transactions relating to common shares are exempt
  from the Investment Act, including:

an acquisition of common shares by a person in the ordinary course of
      that persons business as a trader or dealer in securities;
    an acquisition of control of the Company in connection with the realization
      of security granted for a loan or other financial assistance and not for
      a purpose related to the provisions of the Investment Act; and
    an acquisition of control of the Company by reason of an amalgamation,
      merger, consolidation or corporate reorganization, following which the ultimate
      direct or indirect control in fact of the Company, through the ownership
      of common shares, remained unchange


Canadian Competition Act Review

Investments giving rise to the acquisition or establishment,
  directly or indirectly, by one or more persons of control over, or a significant
  interest in the whole or part of a business of a competitor, supplier, customer
  or other person are subject to substantive review by Canadas Competition
  Law Authority, the Director of Investigation and Research (the Director).
  If or when the Director concludes that a merger, whether by purchase or lease
  of shares or assets, by amalgamation or by combination, or otherwise, prevents
  or lessens, or is likely to prevent or lessen competition substantially, he
  may apply as may be necessary to eliminate the substantial lessening or prevention
  of competition. Such substantive merger review power applies to all mergers,
  whether or not they meet limits for pre-notification under the Competition Act.

In addition to substantive merger review, the Competition
  Act provides for a pre-notification regime respecting mergers of a certain size.
  The regime applies in respect of share acquisitions, asset acquisitions, amalgamations
  and combinations. For ease of reference, this filing refers

18

---

specifically to share acquisition, although the pre-notification
  regime applies, with the appropriate modification, to other types of acquisition
  of control as well.

In order for a share acquisition transaction to be pre-notifiable,
  the parties to the transaction (being the person or persons who proposed to
  acquire shares, and the corporation the shares of which are to be acquired),
  together with their affiliates (being all firms with a 50% or more voting shares
  linkage up and down the chain) must have:

|(i)   | aggregate gross assets in Canada that
        exceed $400,000,000 in value, as shown on their audited financial statements
        for the most recently completed fiscal year (which must be within the
        last fifteen (15) months); or                                                                                                                                                                                                                                                                                                                                                                                                                           
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(ii)  | aggregate gross revenue from sales in,
        from or into Canada that exceed $400,000,000 for the most recently completed
        fiscal year shown on the said financial statements; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(iii) | the party being acquired or corporations
        controlled by that party must have gross assets in Canada, or gross revenues
        from sales in or from Canada, exceeding $35,000,000 as shown on the said
        financial statements. Acquisition of shares carrying up to 20% of the
        votes of a publicly-traded corporation, or 35% of the votes in a private
        corporation, will not be subject to pre-notification, regardless of the
        above thresholds. However, exceeding the 20% or the 35% threshold, and
        again exceeding the 50% threshold, gives rise to an obligation of notification
        if the size threshold is met.

If a transaction is pre-notifiable, a filing must be made
  with the Director containing the prescribed information with respect to the
  parties, and a waiting period (either seven or twenty-one days, depending on
  whether a long or short form filing is chosen) must expire prior to closing.

As an alternative to pre-notification, the Director may grant
  an Advance Ruling Certificate, which exempts the transaction from pre-notification.
  Advance Ruling Certificates are granted where the Director concludes, based
  on the information provided to him, that he would not have sufficient grounds
  on which to apply to the Competition Tribunal to challenge the Merger.

Taxation

This summary is of a general nature only and is not intended
  to be, and should not be interpreted as, legal or tax advice to any prospective
  purchaser or holder of the Companys shares and no representation with
  respect to the Canadian federal income tax consequences to any such prospective
  purchaser is made. Accordingly, prospective purchasers of the Companys
  shares should consult with their own tax advisors with respect to their individual
  circumstances.

The following summary describes the principal Canadian federal
  income tax considerations generally applicable to a holder of the Companys
  shares who, for purposes of the Income Tax Act (Canada) (the Canadian
  Tax Act) and the Canada-United States Income Tax Convention, 1980 (the
  Convention) and at all relevant times is resident in the United
  States and not resident in Canada, deals at arms length with the Company,
  holds the Companys shares as capital

19

---

property, and does not use or hold and is not deemed to use
  or hold the Companys shares in or in the course of carrying on business
  in Canada (a United States Holder).

This following summary is based upon the current provisions
  of the Canadian Income Tax Act, the regulations thereunder, all specific proposals
  to amend the Canadian Tax Act and the regulations announced by the Minister
  of Finance (Canada) prior to the date hereof and the Companys understanding
  of the published administrative practices of the Canada Customs and Revenue
  Agency (formerly Revenue Canada, Customs, Excise and Taxation). This summary
  does not take into account or anticipate any other changes in the governing
  law, whether by judicial, governmental or legislative decision or action, nor
  does it take into account the tax legislation or considerations of any province,
  territory or non-Canadian jurisdiction (including the United States), which
  legislation or considerations may differ significantly from those described
  herein.

DividendsOn The Companys Shares

Generally, dividends paid by Canadian corporations to non-resident
  shareholders are subject to a withholding tax of 25% of the gross amount of
  such dividends. However, pursuant to the Convention, the withholding tax rate
  on the gross amount of dividends paid to residents of the United States is reduced
  to 15% or, in the case of a United States corporation which owns at least 10%
  of the voting stock of the Canadian corporation paying the dividends, to 5%
  of the gross amount of such dividends.

Pursuant to the Convention, certain tax-exempt entities resident
  in the United States may be exempt from Canadian withholding taxes, including
  any withholding taxes levied in respect of dividends received on the Companys
  shares.

Disposition Of The Companys Shares

In general, a United States shareholder will not be subject
  to Canadian income tax on capital gains arising on the disposition of the Companys
  shares, unless such shares are taxable Canadian property within
  the meaning of the Canadian Income Tax Act and no relief is afforded under any
  applicable tax treaty. The shares of the Company would be taxable Canadian property
  of a non-resident if at any time during the five-year period immediately preceding
  a disposition by the non-resident of such shares, not less than 25% of the issued
  shares of any class or series of all classes of shares of the Company belonged
  to the non-resident, to persons with whom the non-resident did not deal at arms
  length, or to the non-resident and persons with whom the non-resident did not
  deal at arms length for purposes of the Canadian Income Tax Act. For this
  purpose, issued shares include options to acquire such shares (including conversion
  rights) held by such persons. Under the Convention, a capital gain realized
  by a resident of the United States will not be subject to Canadian tax unless
  the value of the shares of the Company is derived principally from real estate
  (as defined in the Convention) situated in Canada.

Documents on display

All documents referenced in this Form 20-F may be viewed at
  the offices of the Company during business hours 208-828 Harbourside Drive,
  North Vancouver BC V7P 3R9 Canada, Telephone 604-904-8481.

20

---

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY
  HOLDERS AND USE OF PROCEEDS

Not applicable

ITEM 17. FINANCIAL STATEMENTS

The financial statements and notes thereto as required by
  Item 17 are attached hereto and found immediately after the text of this Annual Report. The auditors report of Charlton & Company, independent
  Chartered Accountants, for the audited financial statements and notes thereto
  is included immediately preceding the audited financial statements.

ITEM 18. FINANCIAL STATEMENTS

Not applicable. See Item 17. Financial Statements above.

ITEM 19. FINANCIAL STATEMENTS AND EXHIBITS

The financial statements and notes thereto as required by
  Item 17 are attached hereto and found immediately after the text of this Annual
  Report. The auditors report of Charlton & Company, independent Chartered
  Accountants, for the audited financial statements and notes thereto is included
  immediately preceding the audited financial statements.

| | Auditors Report.
      Comments by Auditors for U.S. Readers on Canada  U.S. Reporting
        Differences.
      Consolidated Financial Statements.
      Consolidated Balance Sheets as at December 31, 2002 and December 31,
        2001.
      Consolidated Statements of Operations and Deficit for the years ended
        December 31, 2002, 2001 and 2000.
      Consolidated Statements of Cash Flows Deficit for the years ended December
        31, 2002, 2001 and 2000.
      Summary of Significant Accounting Policies.
      Notes to the Consolidated Financial Statements.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

21

---

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities
  Exchange Act of 1934, the Registrant certifies that it meets all of the requirements
  for filing on Form 20-F and has duly caused this Amendment to the Annual Report Form 20-F to be signed on its behalf by the undersigned, thereunto
  duly authorized.

|                    | INTERNATIONAL GEMINI
|------------------- | --------------------
|                    | TECHNOLOGY, INC.    
|                    |                     
|Date: June 20, 2003 | By:                 
|                    | Name:               
|                    | Title:              
|                    |                     

22

---

I, Edward Dolejsi, certify that:

|1. | I have reviewed this annual report on Form 20-F
      of International Gemini Technology Inc.;                                                                                                                                                                                                                                                                                                                                
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|2. | Based on my knowledge, this
        annual report does not contain any untrue statement of a material fact
        or omit to state a material fact necessary to make the statements made,
        in light of the circumstances under which such statements were made, not
        misleading with respect to the period covered by this annual report;                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|3. | Based on my knowledge, the
        financial statements, and other financial information included in this
        annual report, fairly present in all material respects the financial condition,
        results of operations and cash flows of the registrant as of, and for,
        the periods presented in this annual report;                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|4. | The registrant's other certifying
        officers and I are responsible for establishing and maintaining disclosure
        controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
        for the registrant and have:                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | a.                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | b.                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | c.                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|5. | The registrant's other certifying
        officers and I have disclosed, based on our most recent evaluation, to
        the registrant's auditors and the audit committee of registrant's board
        of directors (or persons performing the equivalent function):                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | a.                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | b.                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|6. | The registrant's other certifying
        officers and I have indicated in this annual report whether or not there
        were significant changes in internal controls or in other factors that
        could significantly affect internal controls subsequent to the date of
        our most recent evaluation, including any corrective actions with regard
        to significant deficiencies and material weaknesses.

Date: June 20, 2003

/s/ Edward Dolejsi
  Edward Dolejsi 
  President and CEO

23

---

I, Edward D. Ford, certify that:

|1. | I have reviewed this annual report on Form 20-F
      of International Gemini Technology Inc.;                                                                                                                                                                                                                                                                                                                                
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|2. | Based on my knowledge, this
        annual report does not contain any untrue statement of a material fact
        or omit to state a material fact necessary to make the statements made,
        in light of the circumstances under which such statements were made, not
        misleading with respect to the period covered by this annual report;                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|3. | Based on my knowledge, the
        financial statements, and other financial information included in this
        annual report, fairly present in all material respects the financial condition,
        results of operations and cash flows of the registrant as of, and for,
        the periods presented in this annual report;                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|4. | The registrant's other certifying
        officers and I are responsible for establishing and maintaining disclosure
        controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
        for the registrant and have:                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | a.                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | b.                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | c.                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|5. | The registrant's other certifying
        officers and I have disclosed, based on our most recent evaluation, to
        the registrant's auditors and the audit committee of registrant's board
        of directors (or persons performing the equivalent function):                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | a.                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | b.                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|6. | The registrant's other certifying
        officers and I have indicated in this annual report whether or not there
        were significant changes in internal controls or in other factors that
        could significantly affect internal controls subsequent to the date of
        our most recent evaluation, including any corrective actions with regard
        to significant deficiencies and material weaknesses.

Date: June 20, 2003

/s/ Edward D. Ford
  Edward D. Ford 
  Chief Financial Officer

24

---

CERTIFICATION OF CHAIRMAN OF THE BOARD OF DIRECTORS PURSUANT
  TO
  18 U.S.C. SECTION 1350, 
  AS ADOPTED PURSUANT TO
  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report on Form 20-f of International
  Gemini Technology Inc. (the Company) for the year ended December
  31, 2002, as filed with the Securities and Exchange Commission on the date hereof,
  I hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
  Section 906 of the Sarbanes-Oxley Act of 2002, that:

|1. | The annual report fully complies with the requirements
        of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended;
        and                   
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                            
|2. | The information contained in the annual report fairly
        presents, in all material respects, the financial condition and results
        of operations of the Company.

Date: June 20, 2003

/s/Edsard DolejsiEdward Dolejsi

President and CEO

25

---

CERTIFICATION OF CHAIRMAN OF THE BOARD OF DIRECTORS PURSUANT
  TO
  18 U.S.C. SECTION 1350, 
  AS ADOPTED PURSUANT TO
  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report on Form 20-f of International
  Gemini Technology Inc. (the Company) for the year ended December
  31, 2002, as filed with the Securities and Exchange Commission on the date hereof,
  I hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
  Section 906 of the Sarbanes-Oxley Act of 2002, that:

|1. | The annual report fully complies with the requirements
        of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended;
        and                   
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                            
|2. | The information contained in the annual report fairly
        presents, in all material respects, the financial condition and results
        of operations of the Company.

Date: June 20, 2003

/s/ Douglas Ford Douglas Ford

Chairman of the Board of Directors

26

---

INTERNATIONAL GEMINI TECHNOLOGY INC.

AUDITORS REPORT

AND

FINANCIAL STATEMENTS - DECEMBER 31, 2002

---

International Gemini Technology Inc.

December 31, 2002

Index

|                                     | Page   
|------------------------------------ | -------
|                                     |        
|AUDITORS REPORT                     | F-1    
|                                     |        
|FINANCIAL STATEMENTS                 |        
|                                     |        
|Balance Sheets                       | F-2    
|                                     |        
|Statements of Operations and Deficit | F-3    
|                                     |        
|Statements of Cash Flows             | F-4    
|                                     |        
|Notes to the Financial Statements    | F5 - F7

---

AUDITORS REPORT

|To: | The Directors of                    
|--- | ------------------------------------
|    | International Gemini Technology Inc.

We have audited the balance sheets of International Gemini
  Technology Inc. as at December 31, 2002 and 2001 and the statements of operations
  and deficit and cash flows for the years ended December 31, 2002, 2001 and 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 Canadian generally
  accepted auditing standards. Those standards require that we plan and perform
  an audit to obtain reasonable assurance whether the financial statements are
  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 financial statement
  presentation.

In our opinion, these financial statements present fairly,
  in all material respects, the financial position of the Company as at December
  31, 2002 and 2001 and the results of its operations and cash flows for the years
  ended December 31, 2002, 2001 and 2000 in accordance with accounting principles
  generally accepted in Canada applied on a consistent basis.

Charlton & Company

CHARTERED ACCOUNTANTS

Vancouver, Canada
  May 12, 2003

Comments by Auditor for U.S. Readers on Canada - U.S. Reporting Difference

In the United States, reporting standards for auditors require
  the addition of an explanatory paragraph (following the opinion paragraph) when
  the financial statements are affected by conditions and events that cast substantial
  doubt on the company's ability to continue as a going concern, such as those
  referred to in the attached balance sheets as at December 31, 2002 and 2001
  and described in Note 1 to the financial statements. Our report to the directors
  dated May 12, 2003 is expressed in accordance with Canadian reporting standards
  which do not permit a reference to such events and conditions in the auditor's
  report when these are adequately disclosed in the financial statements.

Charlton & Company

CHARTERED ACCOUNTANTS

Vancouver, Canada
  May 12, 2003

F-1

---

International Gemini Technology Inc.
  Balance Sheets
  As at December 31****

|                                                        |   | 2002        |   |   | 2001        |  
|------------------------------------------------------- | - | ----------- | - | - | ----------- | -
|                                                        |   |             |   |   |             |  
|                                                        |   |             |   |   |             |  
|ASSETS                                                 
|                                                        |   |             |   |   |             |  
|Current                                                 |   |             |   |   |             |  
|Cash                                                    | $ | 596         |   | $ | 1,313       |  
|Accounts receivable (Note 4)                            |   | 110,566     |   |   | 87,654      |  
|Note receivable                                         |   | -           |   |   | 46,024      |  
|                                                        |   |             |   |   |             |  
|                                                        |   | 111,162     |   |   | 134,991     |  
|Investment                                              |   | 46,024      |   |   | -           |  
|                                                        |   |             |   |   |             |  
|                                                        | $ | 157,186     |   | $ | 134,991     |  
|                                                        |   |             |   |   |             |  
|                                                        |   |             |   |   |             |  
|LIABILITIES                                            
|                                                        |   |             |   |   |             |  
|Current                                                 |   |             |   |   |             |  
|Accounts payable and accrued liabilities
      (Note 4) | $ | 82,608      |   | $ | 25,149      |  
|                                                        |   |             |   |   |             |  
|Contingency(Note 1)                                     |   |             |   |   |             |  
|                                                        |   |             |   |   |             |  
|SHAREHOLDERS EQUITY                                   
|                                                        |   |             |   |   |             |  
|Share capital  common(Note 5)                          |   | 12,660,559  |   |   | 12,660,559  |  
|Share capital  preferred(Note 5)                       |   | 604,724     |   |   | 604,724     |  
|Contributed surplus                                     |   | 53,344      |   |   | 53,344      |  
|Deficit,per statement                                   |   | (13,244,049 | ) |   | (13,208,785 | )
|                                                        |   |             |   |   |             |  
|                                                        |   | 74,578      |   |   | 109,842     |  
|                                                        |   |             |   |   |             |  
|                                                        | $ | 157,186     |   | $ | 134,991     |  
|                                                        |   |             |   |   |             |  

Approved by the directors:

|/s/ Martin Schultz        |  | /s/ Doug Ford       
|------------------------- |  | --------------------
|                          |  |                     
|Director  Martin Schultz |  | Director  Doug Ford

|See accompanying notes. | F-2
|----------------------- | ---

---

International Gemini Technology Inc.
  Statements of Operations and Deficit
  For the Years Ending December 31,****

|                                        |   | 2002        |   |   | 2001        |   |   | 2000        |  
|--------------------------------------- | - | ----------- | - | - | ----------- | - | - | ----------- | -
|                                        |   |             |   |   |             |   |   |             |  
|                                        |   |             |   |   |             |   |   |             |  
|Revenue                                 | $ | 22,000      |   | $ | -           |   | $ | 82,500      |  
|Expenses                                |   |             |   |   |             |   |   |             |  
|General and administrative              |   | 57,443      |   |   | 23,805      |   |   | 22,285      |  
|                                        |   |             |   |   |             |   |   |             |  
|Income (loss) before other item         |   | (35,443     | ) |   | (23,805     | ) |   | 60,215      |  
|Other item                              |   |             |   |   |             |   |   |             |  
|Interest income                         |   | 179         |   |   | 600         |   |   | 160         |  
|                                        |   |             |   |   |             |   |   |             |  
|Net income (loss) for the year          |   | (35,264     | ) |   | (23,205     | ) |   | 60,375      |  
|                                        |   |             |   |   |             |   |   |             |  
|Deficit, beginning of year              |   | (13,208,785 | ) |   | (13,185,580 | ) |   | (13,245,955 | )
|                                        |   |             |   |   |             |   |   |             |  
|                                        |   |             |   |   |             |   |   |             |  
|Deficit, end of year                    | $ | (13,244,049 | ) | $ | (13,208,785 | ) | $ | (13,185,580 | )
|                                        |   |             |   |   |             |   |   |             |  
|Earnings (loss) per share               | $ | (0.004      | ) | $ | (0.003      | ) | $ | 0.05        |  
|                                        |   |             |   |   |             |   |   |             |  
|Fully diluted earnings (loss) per share | $ | (0.003      | ) | $ | (0.002      | ) | $ | 0.01        |  
|                                        |   |             |   |   |             |   |   |             |  

|See accompanying notes. | F-3
|----------------------- | ---

---

International Gemini Technology Inc.
  Statements of Cash Flows
  For the Years Ending December 31,****

|                                                            |   | 2002    |   |   | 2001     |   |   | 2000    | 
|----------------------------------------------------------- | - | ------- | - | - | -------- | - | - | ------- | 
|                                                            |   |         |   |   |          |   |   |         | 
|                                                            |   |         |   |   |          |   |   |         | 
|Cash provided by (used in):                                 |   |         |   |   |          |   |   |         | 
|                                                            |   |         |   |   |          |   |   |         | 
|Operating activities                                        |   |         |   |   |          |   |   |         | 
|Net income (loss) for the year                              | $ | (35,264 | ) | $ | (23,205  | ) | $ | 60,375  | 
|Changes in non-cash working capital balances
      (Note 6) |   | 80,571  |   |   | (105,603 | ) |   | 67,966  | 
|                                                            |   |         |   |   |          |   |   |         | 
|                                                            |   | 45,307  |   |   | (128,808 | ) |   | 128,341 | 
|Investing activity                                          |   |         |   |   |          |   |   |         | 
|Investment                                                  |   | (46,024 | ) |   | -        |   |   | -       | 
|                                                            |   |         |   |   |          |   |   |         | 
|                                                            |   |         |   |   |          |   |   |         | 
|Increase (decrease) during the year                         |   | (717    | ) |   | (128,808 | ) |   | 128,341 | 
|Cash, beginning of year                                     |   | 1,313   |   |   | 130,121  |   |   | 1,780   | 
|                                                            |   |         |   |   |          |   |   |         | 
|Cash, end of year                                           | $ | 596     |   | $ | 1,313    |   | $ | 130,121 | 
|                                                            |   |         |   |   |          |   |   |         | 

|See accompanying notes. | F-4
|----------------------- | ---

---

International Gemini Technology Inc.
  Notes to the Financial Statements
  December 31, 2002 ****

|1. | Continuing Operations
      The Companys ability to continue as a going concern
        is subject to obtaining financing and achieving profitable operations.                                                                                                                                                                                 
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                 
|2. | Significant Accounting Policies
      These financial statements have been prepared in accordance
        with accounting principles generally accepted in Canada, which conform
        in all material respects with those in the United States. Outlined below
        are those policies considered particularly significant by the Company.
|   |                                                                                                                                                                                                                                                                                                                                                 
|   | (a)                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                 
|   | (b)                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                 
|   | (c)                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                 
|   | (d)                                                                                                                                                                                                                                                                                                                                             

F-5

---

International Gemini Technology Inc.
  Notes to the Financial Statements
  December 31, 2002 ****

|3. | Financial Instruments
      The Companys financial instruments consist of cash,
        accounts receivable, note receivable, accounts payable and accrued liabilities.
        It is managements opinion that the Company is not exposed to significant
        interest, currency or credit risks arising from these financial instruments.
        The fair value of these financial instruments approximate their carrying
        values.                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4. | Related Party Transactions
      During the year ended December 31, 2002, a company in
        which a director has an interest charged the Company $50,500 (2001: $18,000,
        2000: $18,000) for rent and management fees. The unpaid portion of these
        amounts, plus additional advances and other amounts due to directors,
        aggregating $77,562 (2001: $21,704, 2000: $76,945) is included in accounts
        payable and accrued liabilities at December 31, 2002.
      A Company in which a director has an interest was charged
        $12,000 (2001: $Nil, 2000: $82,500) for consulting fees during the year
        ended December 31, 2002. The unpaid portion of these amounts, aggregating
        $98,940 (2001: $86,100, 2000: $86,100) is included in accounts receivable
        at December 31, 2002.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5. | Share Capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

| | b) | i)  | Common shares                      |           |            |      |           |           
| | -- | --- | ---------------------------------- | --------- | ---------- | ---- | --------- | ----------
| |    |     |                                    | 2002      |            | 2001
| |    |     |                                    |           |            |     
| |    |     |                                    | Shares    | $          |      | Shares    | $         
| |    |     |                                    |           |            |     
| |    |     | Balance, beginning and end of year | 8,323,119 | 12,660,559 |      | 8,323,119 | 12,660,559
| |    |     |                                    |           |            |      |           |           
| |    |     |                                    |           |            |      |           |           
| |    | ii) | Preferred shares                   |           |            |      |           |           
| |    |     |                                    | 2002      |            | 2001
| |    |     |                                    |           |            |     
| |    |     |                                    | Shares    | $          |      | Shares    | $         
| |    |     |                                    |           |            |     
| |    |     | Balance, beginning and end of year | 604,724   | 640,724    |      | 604,724   | 640,724   
| |    |     |                                    |           |            |      |           |           

F-6

---

International Gemini Technology Inc.
  Notes to the Financial Statements
  December 31, 2002 ****

|6. | Changes in Non-Cash Working Capital Balances Relating to Operations
|-- | -------------------------------------------------------------------

| |                                          |   | 2002    |   |   | 2001     |   |   | 2000   | 
| | ---------------------------------------- | - | ------- | - | - | -------- | - | - | ------ | 
| |                                          |   |         |   |   |          |   |   |        | 
| |                                          |   |         |   |   |          |   |   |        | 
| | Accounts receivable                      | $ | (22,912 | ) | $ | (1,554   | ) | $ | 42,300 | 
| | Note receivable                          |   | 46,024  |   |   | (46,024  | ) |   | -      | 
| | Accounts payable and accrued liabilities |   | 57,459  |   |   | (58,025  | ) |   | 25,666 | 
| |                                          |   |         |   |   |          |   |   |        | 
| |                                          | $ | 80,571  |   | $ | (105,603 | ) | $ | 67,966 | 
| |                                          |   |         |   |   |          |   |   |        | 

|7. | Income Taxes
      At December 31, 2002, the Company has $40,688 in net
        capital losses which carryforward for an indefinite period. The Company
        also has $58,469 in non capital losses which expire December 31, 2009.
      In addition, the Company has accumulated timing differences
        comprised primarily of research and development expenditures not yet deducted
        for income tax purposes of $3,427,326.
      The related potential income tax benefits with respect
        to these items have not been recorded in the accounts. Application and
        expiration of these carryforward balances are subject to relevant provisions
        of the Income Tax Act, Canada.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-7

---