##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 20-F
 o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
 OR
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 OR
 o
    
    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell Company
report
 Commission file number: 000-14740
 International Gemini Technology Inc.
  Province of British Columbia, Canada
 #208  828 Harbourside Drive, North Vancouver, British Columbia, Canada V7P 3R9
  Title of each class
    
    Name of each exchange on which registeredNone
    
    None
 Common Shares, no
par value
 None
  11,227,181 inclusive of the conversion of the outstanding Series 1 Convertible Preferred
Shares
 o þ
 o þ
 þ o
  o o þ
 þ o
 o þ
 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 AND 6-K. THE
AUDITED FINANCIAL STATEMENTS AND NOTES THERETO ATTACHED ARE AN INTEGRAL PART OF THIS SUBMISSION.




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##### 



ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
  ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
  ITEM 3. KEY INFORMATION
 A. Selected financial data.




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##### 



International Gemini Technology Inc.
 Years Ended December 312005
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001Net operating revenues
    
    $
    0
    
    
    
    20,000
    
    
    
    3,000
    
    
    
    22,000
    
    
    
    0Loss from continued
operations
    
    $
    (54,804
    )
    
    
    (39,742
    )
    
    
    (37,863
    )
    
    
    (35,264
    )
    
    
    (23,205
    )Income from
discontinued operations
    
    
    N/a
    
    
    
    N/a
    
    
    
    N/a
    
    
    
    N/a
    
    
    
    N/aNet loss
    
    $
    (54,804
    )
    
    
    (39,742
    )
    
    
    (37,863
    )
    
    
    (35,264
    )
    
    
    (23,205
    )Income per share from
continued operations
    
    $
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Income per share from
discontinued operations
    
    $
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Income per share after
discontinued operations
    
    $
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Share capital per
Canadian GAAP
    
    $
    13,499,333
    
    
    
    13,265,283
    
    
    
    13,265,283
    
    
    
    13,265,283
    
    
    
    13,265,283Common shares issued
    
    
    9,888,452
    
    
    
    8,323,119
    
    
    
    8,323,119
    
    
    
    8,323,119
    
    
    
    8,323,119Weighted average shares
outstanding per
Canadian GAAP
    
    
    9,084,049
    
    
    
    8,323,119
    
    
    
    8,323,119
    
    
    
    8,323,119
    
    
    
    8,323,119Total assets
    
    $
    218,438
    
    
    
    53,870
    
    
    
    49,070
    
    
    
    157,186
    
    
    
    134,991Net assets (liabilities)
    
    $
    176,219
    
    
    
    (3,027
    )
    
    
    36,715
    
    
    
    74,578
    
    
    
    109,842Convertible
debentures(current and
long term portions) per
U.S. GAAP)
    
    
    N/a
    
    
    
    N/a
    
    
    
    N/a
    
    
    
    N/a
    
    
    
    N/a




---



##### 



Years Ended December 312005
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001Cash dividends declared
per common share
    
    
    
    
    
    $
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Exchange rates (Cdn$ to
U.S.$) period average
    
    $
    0.8253
    
    
    
    0.7683
    
    
    
    0.7135
    
    
    
    0.6368
    
    
    
    0.6458
  Exchange rates (CDN$ to U.S.$) for most
recent six months
    
    Period High
    
    
    Period LowDecember 2005
    
    $
    0.8751
    
    
    
    0.8508January 2006
    
    $
    0.8794
    
    
    
    0.8479February 2006
    
    $
    0.8809
    
    
    
    0.8610March 2006
    
    $
    0.8850
    
    
    
    0.8513April 2006
    
    $
    0.8959
    
    
    
    0.8416May 2006
    
    $
    0.9112
    
    
    
    0.8869Exchange rate (CDN$ to
U.S.$) June 23, 2006
    
    $
    0.8900
 B.
 C.
 D. Risk factors.
  The Company has no viable business.The Company has no funds.There is no assurance that the Company can access additional capital.There is no assurance that the transaction disclosed herein with Pinefalls Gold will be
consummated, or if consummated will be successful in its quest to find a commercially
viable quantity of mineral resources.There is no assurance that other prospective mineral properties can be acquired, and if
acquired that the necessary additional capital can be attracted.




---



##### 



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.
 ITEM 4. INFORMATION ON THE COMPANY
 A. History and development of the Company.




---



##### 








---



##### 



B. Business overview.




---



##### 








---



##### 



C. Organizational structure.
  D. Property, plants and 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 financial statements
have been prepared in accordance with Canadian GAAP. Refer to Note 9 to the financial statements
for a description of transactions that were subject to material measurement differences between
Canadian GAAP and U.S. GAAP under Item 17; however, there were no reportable differences which
would require a reconciliation from Canadian GAAP to U.S GAAP during the years ended December 31,
2005, 2004 and 2003.
 Overview
  Results of Operations




---



##### 



Fluctuations in Results
  Liquidity and Capital Resources




---



##### 



Impact of Inflation
  Quantitative and Qualitative Disclosures about Market Risk
  ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
  A. Directors and senior management.
 Name, Municipality of Residence
    
    
    
    Principal Occupation and Positionand Position with the Corporation
    
    Age
    
    During the Past Five YearsDouglas
E. Ford (1)
West Vancouver, B.C.
Director
    
    42
    
    Director since September 10, 1992;
General Manager of Dockside Capital,
a private merchant banking and
venture capital firm, from 1986 to
present.Martin Schultz
Vancouver, B.C.
Secretary and Director
    
    62
    
    Director and Secretary since March
20, 1990; Self employed corporate
development advisor for over 10
years.John Stanton
Queensburg, New York
Director
    
    60
    
    Director since November 15, 1990;
Self employed pharmacistEdward Dolejsi
Delta, B.C.
Director and President
    
    61
    
    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.




---



##### 



Name, Municipality of Residence
    
    
    
    Principal Occupation and Positionand Position with the Corporation
    
    Age
    
    During the Past Five YearsEdward
D. Ford (1)
Whistler, B.C.
Director
    
    70
    
    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.
   C. Board practices.
 Company Act
   D. Employees.
  E. Share ownership.




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##### 



ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.
 A. Major shareholders.
  Amount and Nature ofName and Address of Beneficial Owner
    
    Beneficial Ownership
    
    
    Percent of ClassPrincipal HoldersNot applicableOfficers and DirectorsEdward Ford
    
    
    914,000
    (1)
    
    
    10.981John Stanton
    
    
    55,000
    *
    
    
    0.661Douglas Ford
    
    
    914,000
    (2)
    
    
    10.981Martin Schultz
    
    
    483,167
    
    
    
    5.805Edward Dolejsi
    
    
    6,200
    *
    
    
    0.074All Officers and Directors as a
Group (5 persons)
    
    
    2,372,367
    
    
    
    28.503
 
 *
    
    Less than one percent.(1)
    
    Includes 430,000 shares held through Singer Associates Holdings Ltd.(2)
    
    Includes 430,000 shares held through Wink Holdings Ltd.




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##### 



B. Related party transactions.
     2005
    
    
    2004
    
    
    2003Management fees and rent
    
    $
    24,000
    
    
    $
    38,000
    
    
    $
    36,000
  ITEM 8. FINANCIAL INFORMATION
  ITEM 9. THE OFFER AND LISTING
   ITEM 10. ADDITIONAL INFORMATION
 Memorandum and articles of association




---



##### 



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.




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##### 



Material contracts
   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.
    The Canadian Investment Act




---



##### 




    
    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
unchanged.
 Canadian Competition Act Review
    (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.
   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.
   Dividends On The Companys Shares




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##### 



Disposition Of The Companys Shares
  Documents on display
  ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES




---



##### 



ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
  ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
  ITEM 15. CONTROLS AND PROCEDURES
 Disclosure Controls And Procedures
  Managements Annual Report On Internal Control Over Financial Reporting




---



##### 



Attestation Report Of The Registered Public Accounting Firm
  Changes In Internal Control Over Financial Reporting
  ITEM 16.
 A. Audit Committee Financial Expert
  B. Code Of Ethics
  C. Principal Accounting Fees And Services
 (a) Audit Fees
 (b) Audit Related Fees




---



##### 



(c) Tax Fees
 (d) All Other Fees
 (e) Audit Committee Pre-Approval Policies and Procedures
  D. Exemption From the Listing Standards for Audit Committees
  E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
  ITEM 17. FINANCIAL STATEMENTS
  Auditors Report.Balance Sheets as at December 31, 2005 and 2004.Statements of Operations and Deficit for the years ended December 31, 2005, 2004 and 2003.Statements of Cash Flows for the years ended December 31, 2005, 2004 and 2003.Notes to the Financial Statements.




---



##### 



ITEM 18. FINANCIAL STATEMENTS
  ITEM 19. EXHIBITS
        SIGNATURES
  INTERNATIONAL GEMINI 
TECHNOLOGY INC.Date: June 26, 2006
    By:
    /s/ Martin SchultzName:
    Martin SchultzTitle:
    Secretary and Director, as duly
authorized signatory




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##### 



INDEPENDENT AUDITORS REPORT
      Dale Matheson Carr-Hilton LaBonte
 Vancouver, Canada
    
    Chartered AccountantsApril 12, 2006
  COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA
UNITED STATES REPORTING DIFFERENCES
 
  Dale Matheson Carr-Hilton LaBonte
 Vancouver, Canada
    
    Chartered AccountantsApril 12, 2006




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##### 



International Gemini Technology Inc.
(a development stage company)
Balance Sheets
As at December 31,
(Expressed in Canadian Dollars)
 2005
    
    2004ASSETSCurrentCash
    
    $
    128,126
    
    
    $
    1,472Accounts receivable (Note 4(b))
    
    
    312
    
    
    
    52,398128,438
    
    
    
    53,870PFG Investment(Note 4(a))
    
    
    90,000
    
    
    
    $
    218,438
    
    
    $
    53,870LIABILITIESCurrentAccounts payable and accrued liabilities
    
    $
    42,219
    
    
    $
    56,897Nature and Continuance of Operations(Note 1)SHAREHOLDERS EQUITY (CAPITAL DEFICIENCY)Share capital  common(Note 6)
    
    
    12,894,609
    
    
    
    12,660,559Share capital  preferred(Note 6)
    
    
    604,724
    
    
    
    604,724Contributed surplus
    
    
    53,344
    
    
    
    53,344Deficit
    
    
    (13,376,458
    )
    
    
    (13,321,654
    )176,219
    
    
    
    (3,027
    )$
    218,438
    
    
    $
    53,870
  Director  Edward D. Ford
    
    Director  Martin Schultz
 See accompanying notes.
    
    Page 2




---



##### 



International Gemini Technology Inc.
(a development stage company)
Statements of Operations and Deficit
For the Years Ended December 31,
(Expressed in Canadian Dollars)
 2005
    
    2004
    
    2003Revenue(Note 5)
    
    $
    
    
    
    $
    20,000
    
    
    $
    3,000General and administrative(Note 5)
    
    
    54,804
    
    
    
    43,718
    
    
    
    40,863Loss on sale of investment(Note 4(b))
    
    
    
    
    
    
    16,024
    
    
    
    54,804
    
    
    
    59,742
    
    
    
    40,863Net loss
    
    
    (54,804
    )
    
    
    (39,742
    )
    
    
    (37,863
    )Deficit, beginning of year
    
    
    (13,321,654
    )
    
    
    (13,281,912
    )
    
    
    (13,244,049
    )Deficit, end of year
    
    $
    (13,376,458
    )
    
    $
    (13,321,654
    )
    
    $
    (13,281,912
    )Basic and diluted loss per common
share
    
    $
    (0.01
    )
    
    $
    (0.01
    )
    
    $
    (0.01
    )Weighted average number of common
shares outstanding  basic and
diluted
    
    
    9,084,049
    
    
    
    8,323,119
    
    
    
    8,323,119
 See accompanying notes.
    
    Page 3




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##### 



International Gemini Technology Inc.
(a development stage company)
Statements of Cash Flows
For the Years Ended December 31,
(Expressed in Canadian Dollars)
 2005
    
    2004
    
    2003Cash provided by (used in):Operating activitiesNet loss
    
    $
    (54,804
    )
    
    $
    (39,742
    )
    
    $
    (37,863
    )Item not affecting cash:Loss on sale of investment
    
    
    
    
    
    
    16,024
    
    
    
    Changes in working capital balances:Accounts receivable
    
    
    22,086
    
    
    
    (21,311
    )
    
    
    109,479Accounts payable and accrued liabilities
    
    
    (14,678
    )
    
    
    44,542
    
    
    
    (70,253
    )Net cash provided by (used in) operating activities
    
    
    (47,396
    )
    
    
    (487
    )
    
    
    1,363Investing activitiesInvestment in PFG
    
    
    (90,000
    )
    
    
    
    
    
    
    Receipt of proceeds from sale of BWN investment
    
    
    30,000Net cash used in investing activities
    
    
    (60,000
    )Financing ActivitiesProceeds from issuance of common stock
    
    
    234,050
    
    
    
    
    
    
    
    Net cash provided by financing activities
    
    
    234,050
    
    
    
    
    
    
    
    Net increase (decrease) in cash
    
    
    126,654
    
    
    
    (487
    )
    
    
    1,363Cash, beginning of year
    
    
    1,472
    
    
    
    1,959
    
    
    
    596Cash, end of year
    
    $
    128,126
    
    
    $
    1,472
    
    
    $
    1,959Supplemental cash flow information:Interest paid
    
    $
    
    
    
    $
    
    
    
    $
    Income taxes paid
    
    $
    
    
    
    $
    
    
    
    $
    
 See accompanying notes.
    
    Page 4




---



##### 



International Gemini Technology Inc.
(a development stage company)
Notes to the Financial Statements
December 31, 2005 and 2004
(Expressed in Canadian Dollars)
 1.
    
    Nature and Continuance of OperationsThe sole activity of International Gemini Technology Inc. (the Company) is its search for a
suitable acquisition or acquisitions that can be made and financed at prices and terms that
make business sense. The Companys continued operations are dependent upon its ability to
identify, evaluate and negotiate an acquisition of, a participation in or an investment of an
interest in a transaction.The Company has incurred substantial losses to date and additional losses are anticipated in
future business acquisition and development. These financial statements are prepared on a going
concern basis which implies that the Company will continue to realize the carrying value of its
assets and discharge its liabilities in the normal course of business. The financial
statements do not reflect any adjustments to the carrying value of assets or liabilities that
would be necessary should the Company be unable to operate as a going concern. The Companys
ability to continue as a going concern is subject to obtaining financing, acquiring or
establishing business operations and ultimately on achieving profitable operations. (Note 4)2.
    
    Significant Accounting PoliciesThese financial statements have been prepared in accordance with accounting principles
generally accepted (GAAP) in Canada, which, except as described in Note 9, conform in all
material respects with accounting principles generally accepted in the United States. Outlined
below are those policies considered particularly significant to the Company.
 (a)
    
    Stock-based compensationEffective January 1, 2004, the Company adopted the new recommendations of the Canadian
Institute of Chartered Accountants (CICA) Handbook Section 3870 Stock-Based Compensation
and Other Stock-Based Payments. These recommendations establish standards for the
recognition, measurement and disclosure of stock-based compensation and other stock-based
payments in exchange for goods and services. The standard requires that all new or altered
stock-based awards provided to employees and non-employees are measured and recognized
using a fair value based method. Fair values are determined using the Black-Scholes option
pricing model. Any consideration paid by the option holder on the exercise of the options
is credited to share capital.(b)
    
    Use of estimatesThe preparation of financial statements in conformity with Canadian generally accepted
accounting principles requires management to make estimates and assumptions that affect the
reported amount of assets and liabilities, and the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amount of revenues and
expenses during the year. Actual results could differ from these estimates.(c)
    
    Income taxesThe Company follows the liability method of accounting for income taxes whereby future
income tax assets and liabilities are computed based on differences between the carrying
amount of assets and liabilities on the balance sheet date and their corresponding tax
values using the enacted income tax rates at each balance sheet date. Future income tax
assets also result from unused loss carry-forwards and other deductions. The valuation of
future income tax assets is reviewed annually and adjusted, if necessary, by use of a
valuation allowance to reflect the estimated realizable amount.




---



##### 



International Gemini Technology Inc.
(a development stage company)
Notes to the Financial Statements
December 31, 2005 and 2004
(Expressed in Canadian Dollars)
 2.
    
    Significant Accounting Policies (continued)
 (d)
    
    Loss per shareThe Company uses the treasury stock method to compute the dilutive effect of options,
warrants and similar instruments. Under this method the dilutive effect on loss per share
is recognized on the use of the proceeds that could be obtained upon exercise of options,
warrants and similar instruments. It assumes that the proceeds would be used to purchase
common shares at the average market price during the year. Loss per share is calculated
using the weighted-average number of shares outstanding during the year.Diluted loss per share figures are equal to those of basic loss per share for each year
since the effects of the convertible preferred shares have been excluded as they are
anti-dilutive.(e)
    
    Revenue recognitionRevenue will be recognized when the requirements as to performance for transactions
involving services are met, the amounts involved are determinable and ultimate collection
is reasonably assured at the time of performance.(f)
    
    Impairment of long-lived assetsOn January 1, 2004, the Company early adopted the new CICA Handbook Section 3063
Impairment of Long-Lived Assets recommendations. These recommendations provide
accounting guidance for the recognition, measurement and disclosure of impairment of
long-lived assets, including property, plant and equipment and intangible assets with
infinite useful lives. They require the recognition of an impairment loss for a
long-lived asset when events or changes in circumstances causes its carrying value to
exceed the total undiscounted future cash flows expected from its use and eventual
disposition. The impairment loss is calculated by deducting the fair value of the
asset from its carrying value. This policy has been adopted prospectively and has had
no effect on these financial statements.(g)
    
    InvestmentsLong-term investments are carried at cost. If it is determined that the value of the
investment is permanently impaired, it is written down to its estimated net realizable
value.The Company accounts for its investment in PFG using the cost basis as it does not have
significant influence on its investment.(h)
    
    Comparative figuresCertain comparative figures have been reclassified to conform with the presentation adopted
in the current year.
 3.
    
    Financial InstrumentsThe Companys financial instruments consist of cash, accounts receivable, and 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 due to
the short term to maturity. The fair value of these financial instruments approximate their
carrying values.




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##### 



International Gemini Technology Inc.
(a development stage company)
Notes to the Financial Statements
December 31, 2005 and 2004
(Expressed in Canadian Dollars)
 4.
    
    Investments
 a)
    
    PFG InvestmentThe Company entered into a subscription agreement to invest $200,000 into Outback Capital
Inc. dba Pinefalls Gold (PFG) a private Alberta company with certain directors and
principal shareholders in common with the Company. PFG is an exploration company with
mining claims located in the area of Bissett, Manitoba. The Company will invest $200,000 in
exchange for 4 million units at $0.05 per unit with each unit comprised of one common share
and one share purchase warrant to purchase an additional common share at $0.075 for a period
of two years. Prior to exercising the warrants, the Company will own approximately 37% of
the common shares of PFG. As at December 31, 2005, the Company had invested $90,000 in
exchange for 1.8 million units under this subscription agreement, approximately 17% of the
outstanding common shares of PFG. The Company expects to advance the balance of the funds
prior to the end of the second quarter of 2006.In addition, the Company entered into an option agreement with one of the principal
shareholders of PFG, a director of the Company, which entitles the Company to acquire a
further 3 million common shares of PFG in exchange for one million common shares of the
Company. The option is exercisable at the Companys discretion and it expired on March 31,
2006. The parties subsequently agreed to extend the agreement until March 31, 2007.Upon completely funding the subscription agreement and in the event that the Company
exercises both the warrants and the option, the Company would own approximately 65% of the
common shares of PFG.To fund its commitment to the PFG investment, the Company has arranged a non-brokered
private placement to provide working capital to the Company. The Company will issue up to 2
million units at $0.15 per unit with each unit comprised of one common share and one share
purchase warrant. Each warrant will entitle the holder to purchase one common share for a
period of 24 months at $0.18 per share. To date, the Company has issued 1,560,333 units and
raised $234,050 in connection with this financing.b)
    
    BWN InvestmentDuring the year ended December 31, 2004, an investment was recorded at cost and represented
a 3% interest in a private company, B.W.N. Oil Technologies Inc. (BWN).The BWN investment was sold during 2004 to a company with a common director for $30,000
resulting in a loss of $16,024. Included in accounts receivable at December 31, 2004 is the
sale amount of $30,000 which was received in fiscal 2005.
 5.
    
    Related Party TransactionsDuring the year ended December 31, 2005, a company in which a director has an interest
charged the Company $24,000 (2004: $38,000; 2003: $36,000) for rent and management fees. The
unpaid portion of these amounts, plus additional advances and other amounts due to directors,
aggregating $34,810 (2004: $55,395) is included in accounts payable and accrued liabilities at
December 31, 2005.A company in which a director has an interest was charged $nil (2004: $20,000; 2003:
$3,000) for consulting fees during the year ended December 31, 2005.Related party transactions were in the normal course of business and have been recorded at
the exchange amount. Amounts due to related parties are unsecured, non-interest bearing and
without specific terms of repayment.




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##### 



International Gemini Technology Inc.
(a development stage company)
Notes to the Financial Statements
December 31, 2005 and 2004
(Expressed in Canadian Dollars)
 6.
    
    Share Capital
 a)
    
    The authorized capital of the Company comprises 100,000,000 common shares without par
value and 100,000,000 Series 1 convertible preferred shares without par value. The rights
and restrictions of the preferred shares are as follows:
 i)
    
    dividends shall be paid at the discretion of the directors;ii)
    
    the holders of the preferred shares are not entitled to vote except at meetings
of the holders of the preferred shares, where they are entitled to one vote for each
preferred share held;iii)
    
    the shares are convertible at any time; andiv)
    
    the number of the common shares to be received on conversion
of the preferred shares is to be determined by dividing the conversion value of the share, $1 per share,
by $0.45.
 b)
    
    i)
    
    Common shares
 2005
    
    2004Shares
    
    $
    
    Shares
    
    $Balance, beginning of year
    
    
    8,323,119
    
    
    
    12,660,559
    
    
    
    8,323,119
    
    
    
    12,660,559Issued via private placement (Note 4a)
    
    
    1,560,333
    
    
    
    234,050
    
    
    
    
    
    
    
    Balance, end of year
    
    
    9,883,452
    
    
    
    12,894,609
    
    
    
    8,323,119
    
    
    
    12,660,559
 ii)
    
    Preferred shares
 2005
    
    2004Shares
    
    $
    
    Shares
    
    $Balance, beginning and end of year
    
    
    604,724
    
    
    
    604,724
    
    
    
    604,724
    
    
    
    604,724
 iii)
    
    Warrants
 2005
    
    2004Balance, beginning of year
    
    
    
    
    
    
    Issued
    
    
    1,560,333
    
    
    
    Balance, end of year
    
    
    1,560,333
    
    
    
    
 iv)
    
    Stock options: As of December 31, 2005 and 2004, there were no stock options
outstanding.
 The warrants were issued in conjunction with the June 2005 private placement of common shares
(Note 4(a)). Each warrant gives the holder the right to purchase one common share of the
Company at $0.18 per share on or before the expiry of the warrants on June 7, 2007.




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##### 



International Gemini Technology Inc.
(a development stage company)
Notes to the Financial Statements
December 31, 2005 and 2004
(Expressed in Canadian Dollars)
 7.
    
    Income TaxesThe potential future tax benefit of these losses has not been recorded as a full-future tax
asset valuation allowance has been provided due to the uncertainty regarding the
realization of these lossesA reconciliation of income taxes at statutory rates with the reported taxes is as
follows:
 2005
    
    2004
    
    2003Loss before income taxes
    
    $
    54,804
    
    
    $
    39,742
    
    
    $
    37,863Income tax recovery at statutory rates
    
    $
    19,072
    
    
    $
    14,156
    
    
    $
    13,479Unrecognized benefit of capital loss
    
    
    
    
    
    
    (5,708
    )
    
    
    Unrecognized benefit of
non-capital losses
    
    
    (19,072
    )
    
    
    (8,448
    )
    
    
    (13,479
    )Total income taxes
    
    $
    
    
    
    $
    
    
    
    $
    
 The significant components of the Companys future income tax assets are as follows:
 2005
    
    2004
    
    2003Future income tax assets:Non-capital losses carried forward
    
    $
    61,814
    
    
    $
    42,742
    
    
    $
    34,294Capital losses carried forward
    
    
    1,506
    
    
    
    1,506
    
    
    
    Research and development expenses
carried forward
    
    
    1,220,128
    
    
    
    1,220,128
    
    
    
    1,220,128Valuation allowance
    
    
    (1,283,448
    )
    
    
    (1,264,376
    )
    
    
    (1,254,422
    )Net future income tax asset
    
    $
    
    
    
    $
    
    
    
    $
    
 The Company has approximately $175,000 in non-capital losses that can be offset against taxable
income in future years which expire at various dates to the year ended December 31, 2014 and
approximately $8,000 in capital losses which may be available to offset future taxable capital
gains which can be carried forward indefinitely.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.8.
    
    Subsequent EventIn March 2006, the Company negotiated an extension to the option agreement (see Note 4(a)) which
extends the exercise date to March 31, 2007. The option with one of the principal shareholders
of PFG, a director of the Company, entitles the Company to acquire a further 3 million
common shares of PFG in exchange for one million common shares of the Company.




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##### 



International Gemini Technology Inc.
(a development stage company)
Notes to the Financial Statements
December 31, 2005 and 2004
(Expressed in Canadian Dollars)
 9.
    
    Reconciliation between Canadian and United States Generally Accepted Accounting
PrinciplesThese financial statements have been prepared in accordance with Canadian generally accepted
accounting principles (Canadian GAAP). There were no reported differences for the Company for
the years ended December 31, 2005, 2004, and 2003 which would require reconciliation from
Canadian GAAP to US GAAP. However, a description of accounting principles generally accepted in
the Unites States (US GAAP) and practices prescribed by the US Securities and Exchange
Commission (SEC) that ordinarily result in material measurement differences from Canadian GAAP
are as follows:(a)     Stock-based compensationThe Financial Accounting Standards Board (FASB) in the US issued Statement of Financial
Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation. The statement
encourages entities to adopt a fair value methodology of accounting for employee stock-based
compensation.As permitted by the statement, the Company has continued measuring compensation costs using the
intrinsic value based method of accounting for stock-based compensation issued to employees as
prescribed by APB Opinion No. 25. Under the intrinsic value method, compensation cost is the
excess, if any, of the quoted market value of the stock at the date of the granting of options
to employees and directors to purchase stock over the amount an optionee must pay to acquire the
stock at that date. This excess is recognized by a charge to operations over the vesting period.
As the exercise price of options granted by the Company to employees and directors approximates,
or is greater than, the market value at the grant date, the Company has determined no
compensation cost is required to be recorded for US GAAP purposes, relating to employee
stock-based compensation awards.However, commencing January 1, 2004 under Canadian GAAP, the Company records employees stock
compensation using the fair value method, accordingly for 2004 an adjustment is required to
reconcile to US GAAP.Under SFAS No. 123, stock options granted to non-employees for services rendered to the Company
are required to be accounted for as compensation cost and charged to operations as the services
are performed and the options are earned. The compensation cost is to be measured based on the
fair value of the stock options granted. This method is similar to the Canadian GAAP adopted as
of January 1, 2002. The stock-based compensation expense in respect of stock options granted to
non-employees, under US GAAP, based upon the fair value of the options granted, determined using
the Black-Scholes option pricing model, would be $nil cumulatively from the date of adoption of
SFAS No. 123 to December 31, 2001.In December 2004, the FASB issued SFAS No. 123(R) (revised 2004), Share-Based Payment. SFAS No.
123(R) will provide investors and other users of financial statements with more complete and
neutral financial information by requiring that the compensation cost relating to share-based
payment transactions be recognized in financial statements. That cost will be measured based
on the fair value of the equity or liability instruments issued. SFAS No. 123(R) covers a wide
range of share-based compensation arrangements including share options, restricted share plans,
performance-based awards, share appreciation rights, and employee share purchase plans. SFAS
No. 123(R) replaces FASB Statement No. 123, Accounting for Stock-Based Compensation, and
supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees. Public entities will
be required to apply SFAS No. 123(R) as of the first interim or annual reporting period that
begins after June 15, 2005 or December 15, 2005 for small business issuers.The Company anticipates that upon adoption of SFAS No. 123(R) there will be no material
difference between stock compensation as determined under US GAAP versus that determined under
Canadian GAAP.




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##### 



International Gemini Technology Inc.
(a development stage company)
Notes to the Financial Statements
December 31, 2005 and 2004
(Expressed in Canadian Dollars)
 9.
    
    Reconciliation between Canadian and United States Generally Accepted Accounting
Principles (continued)(b)     Earnings per shareWith respect to contingently issuable shares held in escrow, US GAAP requires that contingently
issuable shares only be included in the calculation of earnings per share when eligible for
release from escrow. Consequently, contingently issuable escrow shares would not have been
included in weighted average common shares outstanding and therefore would not have been
included in the calculation of loss per share for the year.(c)     Income taxesUnder US GAAP, the effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date. Under Canadian GAAP, the
effect of a change in tax rates is recognized in the period of substantive enactment. The
application of this difference under US GAAP does not result in a material difference between
future income taxes as recorded under Canadian GAAP.(d)     Reporting comprehensive incomeSFAS No. 130, Reporting Comprehensive Income,establishes standards for the reporting and
display of comprehensive income and its components in a full set of general purpose financial
statements. Comprehensive income equals net income (loss) for the year as adjusted for all other
non-owner changes in shareholders equity. SFAS 130 requires that all items that are required to
be recognized under accounting standards as components of comprehensive income be reported in a
financial statement. For the years ended December 31, 2005, 2004 and 2003, comprehensive loss
equals the net loss.(e)     Development stage companyPursuant to US GAAP, the Company would be considered a development stage company as the Company
is devoting its efforts to establishing commercially viable mineral properties. However, the
identification of the Company as such for accounting purposes does not impact the measurement
principles applied to these financial statements.(f)     Recent accounting pronouncementsIn December 2004, the FASB issued SFAS No. 123R, Share-Based Payment. SFAS No. 123R establishes
standards for the accounting for transactions in which an entity exchanges its equity
instruments for goods or services. It also addresses transactions in which an entity incurs
liabilities in exchange for goods or services that are based on the fair value of the entitys
equity instruments or that may be settled by the issuance of those equity instruments. SFAS No.
123R focuses primarily on accounting for transactions in which an entity obtains employee
services in share-based payment transactions. SFAS No. 123R requires that the compensation cost
relating to share-based payment transactions be recognized in financial statements. That cost
will be measured based on the fair value of the equity or liability instruments issued. Public
entities that file as small business issuers will be required to apply SFAS No. 123R in the
first interim or annual reporting period that begins after December 15, 2005. Management is
currently evaluating the impact of the adoption of this standard on the Companys reported
financial position or results of operationsIn March 2005, the SEC staff issued Staff Accounting Bulletin (SAB) No. 107, Share-Based
Payment, to give guidance on the implementation of SFAS No. 123R. The Company will consider SAB
No. 107 during the implementation of SFAS No. 123R.




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##### 



International Gemini Technology Inc.
(a development stage company)
Notes to the Financial Statements
December 31, 2005 and 2004
(Expressed in Canadian Dollars)
 9.
    
    Reconciliation between Canadian and United States Generally Accepted Accounting
Principles (continued)(f)     Recent accounting pronouncements (continued)In May 2005, the FASB issued SFAS No. 154, Accounting for Changes and Error Corrections  A
Replacement of APB Opinion No. 20 and FASB Statement No. 3. Under the provisions of SFAS No.
154, a voluntary change in accounting principle requires retrospective application to prior
period financial statements, unless it is impracticable to determine either the period-specific
effects or the cumulative effect of the change. A change in depreciation, amortization, or
depletion method for long-lived, non-financial assets must be accounted for as a change in
accounting estimate affected by a change in accounting principle. The guidance contained in APB
No. 20 for reporting the correction of an error in previously issued financial statements and a
change in accounting estimate was not changed. The Company will implement this new standard
beginning January 1, 2006. This standard is not expected to have a significant effect on the
Companys future reported financial position or results of operations.In November 2005, the FASB issued Staff Position (FSP) FAS115-1/124-1, The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain Investments, which addresses the
determination as to when an investment is considered impaired, whether that impairment is other
than temporary, and the measurement of an impairment loss. This FSP also includes accounting
considerations subsequent to the recognition of an other-than-temporary impairment and requires
certain disclosures about unrealized losses that have not been recognized as
other-than-temporary impairments. The guidance in this FSP amends FASB Statements No. 115,
Accounting for Certain Investments in Debt and Equity Securities, and No. 124, Accounting for
Certain Investments Held by Not-for-Profit Organizations, and APB Opinion No. 18, The Equity
Method of Accounting for Investments in Common Stock. This FSP is effective for reporting
periods beginning after December 15, 2005. Management does not believe the adoption of this FSP
will have a material impact on the Companys future reported financial position or results of
operationsIn February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial
Instruments-an amendment of FASB Statements No. 133 and 140, to simplify and make more
consistent the accounting for certain financial instruments. SFAS No. 155 amends SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities, to permit fair value remeasurement
for any hybrid financial instrument with an embedded derivative that otherwise would require
bifurcation, provided that the whole instrument is accounted for on a fair value basis. SFAS No.
155 amends SFAS No. 140, Accounting for the Impairment or Disposal of Long-Lived Assets, to
allow a qualifying special-purpose entity to hold a derivative financial instrument that
pertains to a beneficial interest other than another derivative financial instrument. SFAS No.
155 applies to all financial instruments acquired or issued after the beginning of an entitys
first fiscal year that begins after September 15, 2006, with earlier application allowed. This
standard is not expected to have a significant effect on the Companys future reported financial
position or results of operations.